{"id":40960,"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-flextronics-international-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-flextronics-international-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-flextronics-international-ltd.html","title":{"rendered":"Credit Agreement – Flextronics International Ltd."},"content":{"rendered":"

CREDIT AGREEMENT<\/strong><\/p>\n

Dated as of October 19, 2011
\namong<\/p>\n

FLEXTRONICS INTERNATIONAL LTD.
\n<\/strong>and
\nCERTAIN SUBSIDIARIES,
\n<\/strong>as Borrowers,<\/p>\n

BANK OF AMERICA, N.A.,
\n<\/strong>as Administrative Agent and Swing Line Lender,<\/p>\n

and<\/p>\n

The Other Lenders Party Hereto<\/p>\n

CITIBANK, N.A.,
\n<\/strong>as Syndication Agent,<\/p>\n

and<\/p>\n

BNP PARIBAS,
\nHSBC BANK USA, NATIONAL ASSOCIATION,
\nJPMORGAN CHASE BANK, N.A.,
\nTHE ROYAL BANK OF SCOTLAND plc
\n<\/strong>and<\/p>\n

THE BANK OF NOVA SCOTIA,
\n<\/strong>as Co-Documentation Agents<\/p>\n

and<\/p>\n

MERRILL LYNCH, PIERCE, FENNER & SMITH
\nINCORPORATED,<\/strong>
\nCITIGROUP GLOBAL MARKETS INC.,<\/strong><\/p>\n

BNP PARIBAS SECURITIES CORP.,
\nHSBC SECURITIES (USA) INC.,
\nJ.P. MORGAN SECURITIES LLC,<\/strong><\/p>\n

RBS SECURITIES INC.<\/strong><\/p>\n

and<\/p>\n

THE BANK OF NOVA SCOTIA,<\/strong>
\nas
\nJoint Lead Arrangers and Joint Book Managers<\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS<\/strong><\/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\n\n\n\n\n\n\n\n
\n

Section<\/strong><\/p>\n<\/td>\n

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

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

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

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

\n

DEFINITIONS AND ACCOUNTING TERMS<\/p>\n<\/td>\n

\n

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

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

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

\n

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

\n

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

\n

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

\n

Other Interpretive Provisions<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

Rounding<\/p>\n<\/td>\n

\n

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

\n

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

\n

Exchange Rates; Currency Equivalents<\/p>\n<\/td>\n

\n

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

\n

1.06<\/p>\n<\/td>\n

\n

Additional Alternative Currencies<\/p>\n<\/td>\n

\n

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

\n

1.07<\/p>\n<\/td>\n

\n

Change of Currency<\/p>\n<\/td>\n

\n

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

\n

1.08<\/p>\n<\/td>\n

\n

Times of Day<\/p>\n<\/td>\n

\n

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

\n

1.09<\/p>\n<\/td>\n

\n

Letter of Credit Amounts<\/p>\n<\/td>\n

\n

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

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

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

\n

THE COMMITMENTS AND CREDIT EXTENSIONS<\/p>\n<\/td>\n

\n

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

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

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

\n

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

\n

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

\n

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

\n

Borrowings, Conversions and Continuations of Loans<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

Swing Line Loans<\/p>\n<\/td>\n

\n

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

\n

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

\n

Prepayments<\/p>\n<\/td>\n

\n

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

\n

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

\n

Termination or Reduction of Commitments<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

Computation of Interest and Fees<\/p>\n<\/td>\n

\n

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

\n

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

\n

Evidence of Debt<\/p>\n<\/td>\n

\n

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

\n

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

\n

Payments Generally; Administrative Agent153s Clawback<\/p>\n<\/td>\n

\n

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

\n

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

\n

Sharing of Payments by Lenders<\/p>\n<\/td>\n

\n

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

\n

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

\n

Designated Borrowers<\/p>\n<\/td>\n

\n

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

\n

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

\n

Increase in Revolving Credit Facility<\/p>\n<\/td>\n

\n

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

\n

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

\n

Increase in Term A Facility<\/p>\n<\/td>\n

\n

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

\n

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

\n

New Term Facilities<\/p>\n<\/td>\n

\n

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

\n

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

\n

Cash Collateral<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

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

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

\n

TAXES, YIELD PROTECTION AND ILLEGALITY<\/p>\n<\/td>\n

\n

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

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

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

\n

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

\n

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

\n

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

\n

Illegality<\/p>\n<\/td>\n

\n

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

\n

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

\n

Inability to Determine Rates<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

Compensation for Losses<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

i<\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS (continued)<\/strong><\/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\n\n\n\n\n\n\n\n\n\n\n\n
\n

Section<\/strong><\/p>\n<\/td>\n

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

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

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

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

\n

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS<\/p>\n<\/td>\n

\n

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

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

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

\n

Conditions of Initial Credit Extension<\/p>\n<\/td>\n

\n

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

\n

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

\n

Conditions to all Credit Extensions<\/p>\n<\/td>\n

\n

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

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

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

\n

REPRESENTATIONS AND WARRANTIES<\/p>\n<\/td>\n

\n

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

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

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

\n

Due Incorporation, Qualification, Etc.<\/p>\n<\/td>\n

\n

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

\n

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

\n

Authority<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

Non-Contravention<\/p>\n<\/td>\n

\n

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

\n

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

\n

Approvals<\/p>\n<\/td>\n

\n

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

\n

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

\n

No Violation or Default<\/p>\n<\/td>\n

\n

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

\n

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

\n

Litigation<\/p>\n<\/td>\n

\n

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

\n

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

\n

Title; Possession Under Leases<\/p>\n<\/td>\n

\n

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

\n

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

\n

Financial Statements<\/p>\n<\/td>\n

\n

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

\n

5.10<\/p>\n<\/td>\n

\n

Employee Benefit Plans<\/p>\n<\/td>\n

\n

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

\n

5.11<\/p>\n<\/td>\n

\n

Other Regulations<\/p>\n<\/td>\n

\n

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

\n

5.12<\/p>\n<\/td>\n

\n

Patent and Other Rights<\/p>\n<\/td>\n

\n

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

\n

5.13<\/p>\n<\/td>\n

\n

Governmental Charges<\/p>\n<\/td>\n

\n

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

\n

5.14<\/p>\n<\/td>\n

\n

Margin Stock<\/p>\n<\/td>\n

\n

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

\n

5.15<\/p>\n<\/td>\n

\n

Subsidiaries, Etc.<\/p>\n<\/td>\n

\n

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

\n

5.16<\/p>\n<\/td>\n

\n

Solvency, Etc.<\/p>\n<\/td>\n

\n

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

\n

5.17<\/p>\n<\/td>\n

\n

No Withholding, Etc.<\/p>\n<\/td>\n

\n

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

\n

5.18<\/p>\n<\/td>\n

\n

No Material Adverse Effect<\/p>\n<\/td>\n

\n

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

\n

5.19<\/p>\n<\/td>\n

\n

Accuracy of Information Furnished<\/p>\n<\/td>\n

\n

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

\n

5.20<\/p>\n<\/td>\n

\n

Representations as to Foreign Obligors<\/p>\n<\/td>\n

\n

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

\n

5.21<\/p>\n<\/td>\n

\n

Taxpayer Identification Number; Other Identifying Information<\/p>\n<\/td>\n

\n

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

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

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

\n

AFFIRMATIVE COVENANTS<\/p>\n<\/td>\n

\n

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

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

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

\n

Information<\/p>\n<\/td>\n

\n

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

\n

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

\n

Books and Records<\/p>\n<\/td>\n

\n

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

\n

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

\n

Inspections<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

Taxes, Governmental Charges and Other Indebtedness<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

General Business Operations<\/p>\n<\/td>\n

\n

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

\n

6.08<\/p>\n<\/td>\n

\n

Pari Passu Ranking<\/p>\n<\/td>\n

\n

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

\n

6.09<\/p>\n<\/td>\n

\n

PATRIOT Act<\/p>\n<\/td>\n

\n

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

\n

6.10<\/p>\n<\/td>\n

\n

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

\n

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

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

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

\n

NEGATIVE COVENANTS<\/p>\n<\/td>\n

\n

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

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

7.01<\/p>\n<\/td>\n

\n

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

\n

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

\n

7.02<\/p>\n<\/td>\n

\n

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

\n

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

\n

7.03<\/p>\n<\/td>\n

\n

Asset Dispositions<\/p>\n<\/td>\n

\n

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

ii<\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS (continued)<\/strong><\/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\n\n\n\n\n\n\n\n\n\n\n\n
\n

Section<\/strong><\/p>\n<\/td>\n

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

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

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

7.04<\/p>\n<\/td>\n

\n

Mergers, Acquisitions, Etc.<\/p>\n<\/td>\n

\n

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

\n

7.05<\/p>\n<\/td>\n

\n

Investments<\/p>\n<\/td>\n

\n

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

\n

7.06<\/p>\n<\/td>\n

\n

Dividends, Redemptions, Etc.<\/p>\n<\/td>\n

\n

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

\n

7.07<\/p>\n<\/td>\n

\n

Change in Business<\/p>\n<\/td>\n

\n

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

\n

7.08<\/p>\n<\/td>\n

\n

Employee Benefit Plans<\/p>\n<\/td>\n

\n

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

\n

7.09<\/p>\n<\/td>\n

\n

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

\n

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

\n

7.10<\/p>\n<\/td>\n

\n

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

\n

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

\n

7.11<\/p>\n<\/td>\n

\n

Burdensome Contractual Obligations<\/p>\n<\/td>\n

\n

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

\n

7.12<\/p>\n<\/td>\n

\n

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

\n

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

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

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

\n

EVENTS OF DEFAULT AND REMEDIES<\/p>\n<\/td>\n

\n

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

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

8.01<\/p>\n<\/td>\n

\n

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

\n

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

\n

8.02<\/p>\n<\/td>\n

\n

Remedies Upon Event of Default<\/p>\n<\/td>\n

\n

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

\n

8.03<\/p>\n<\/td>\n

\n

Application of Funds<\/p>\n<\/td>\n

\n

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

\n

8.04<\/p>\n<\/td>\n

\n

Lender Rate Contract Remedies<\/p>\n<\/td>\n

\n

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

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

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

\n

ADMINISTRATIVE AGENT<\/p>\n<\/td>\n

\n

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

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

9.01<\/p>\n<\/td>\n

\n

Appointment and Authority<\/p>\n<\/td>\n

\n

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

\n

9.02<\/p>\n<\/td>\n

\n

Rights as a Lender<\/p>\n<\/td>\n

\n

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

\n

9.03<\/p>\n<\/td>\n

\n

Exculpatory Provisions<\/p>\n<\/td>\n

\n

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

\n

9.04<\/p>\n<\/td>\n

\n

Reliance by Administrative Agent<\/p>\n<\/td>\n

\n

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

\n

9.05<\/p>\n<\/td>\n

\n

Delegation of Duties<\/p>\n<\/td>\n

\n

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

\n

9.06<\/p>\n<\/td>\n

\n

Resignation of Administrative Agent<\/p>\n<\/td>\n

\n

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

\n

9.07<\/p>\n<\/td>\n

\n

Non-Reliance on Administrative Agent and Other Lenders<\/p>\n<\/td>\n

\n

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

\n

9.08<\/p>\n<\/td>\n

\n

No Other Duties, Etc.<\/p>\n<\/td>\n

\n

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

\n

9.09<\/p>\n<\/td>\n

\n

Administrative Agent May File Proofs of Claim<\/p>\n<\/td>\n

\n

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

\n

9.10<\/p>\n<\/td>\n

\n

Guaranty Matters<\/p>\n<\/td>\n

\n

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

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

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

\n

MISCELLANEOUS<\/p>\n<\/td>\n

\n

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

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

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

\n

Amendments, Etc.<\/p>\n<\/td>\n

\n

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

\n

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

\n

Notices; Effectiveness; Electronic Communication<\/p>\n<\/td>\n

\n

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

\n

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

\n

No Waiver; Cumulative Remedies<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

Payments Set Aside<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

Treatment of Certain Information; Confidentiality<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

Replacement of Lenders<\/p>\n<\/td>\n

\n

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

\n

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

\n

Governing Law; Jurisdiction; Etc.<\/p>\n<\/td>\n

\n

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

\n

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

\n

Waiver of Jury Trial<\/p>\n<\/td>\n

\n

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

iii<\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS (continued)<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

Section<\/strong><\/p>\n<\/td>\n

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

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

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

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

\n

California Judicial Reference<\/p>\n<\/td>\n

\n

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

\n

10.17<\/p>\n<\/td>\n

\n

No Advisory or Fiduciary Responsibility<\/p>\n<\/td>\n

\n

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

\n

10.18<\/p>\n<\/td>\n

\n

Electronic Execution of Assignments and Certain Other Documents<\/p>\n<\/td>\n

\n

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

\n

10.19<\/p>\n<\/td>\n

\n

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

\n

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

\n

10.20<\/p>\n<\/td>\n

\n

Bermuda Branch; Full Recourse Obligations<\/p>\n<\/td>\n

\n

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

\n

10.21<\/p>\n<\/td>\n

\n

Waiver of Notice Under Existing FIL Credit Agreement<\/p>\n<\/td>\n

\n

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

\n

10.22<\/p>\n<\/td>\n

\n

Post Closing Matters<\/p>\n<\/td>\n

\n

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

iv<\/p>\n

\n

<\/p>\n

SCHEDULES<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.01(e)<\/p>\n<\/td>\n

\n

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

\n

1.01(i)<\/p>\n<\/td>\n

\n

Ineligible Material Subsidiaries<\/p>\n<\/td>\n<\/tr>\n

\n

1.01(ii)<\/p>\n<\/td>\n

\n

Initial Subsidiary Guarantors<\/p>\n<\/td>\n<\/tr>\n

\n

1.01(m)<\/p>\n<\/td>\n

\n

Mandatory Cost Formulae<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Commitments and Applicable Percentages<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Designated Borrowers<\/p>\n<\/td>\n<\/tr>\n

\n

5.15<\/p>\n<\/td>\n

\n

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

\n

5.21<\/p>\n<\/td>\n

\n

Identification Numbers for the Company and Designated Borrowers that are
\nForeign Subsidiaries<\/p>\n<\/td>\n<\/tr>\n

\n

7.01<\/p>\n<\/td>\n

\n

Existing Secured Indebtedness<\/p>\n<\/td>\n<\/tr>\n

\n

7.05<\/p>\n<\/td>\n

\n

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

\n

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

\n

Administrative Agent153s Office; Certain Addresses for Notices<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

EXHIBITS<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Form of<\/em><\/strong><\/p>\n<\/td>\n

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

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

\n

Committed Loan Notice<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Swing Line Loan Notice<\/p>\n<\/td>\n<\/tr>\n

\n

C-1<\/p>\n<\/td>\n

\n

Term Note<\/p>\n<\/td>\n<\/tr>\n

\n

C-2<\/p>\n<\/td>\n

\n

Revolving Credit Note<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Compliance Certificate<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Assignment and Assumption<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Company Guaranty<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Subsidiary Guaranty<\/p>\n<\/td>\n<\/tr>\n

\n

H<\/p>\n<\/td>\n

\n

Designated Borrower Request and Assumption Agreement<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Designated Borrower Notice<\/p>\n<\/td>\n<\/tr>\n

\n

J<\/p>\n<\/td>\n

\n

Guarantor Release Certificate<\/p>\n<\/td>\n<\/tr>\n

\n

K<\/p>\n<\/td>\n

\n

Administrative Questionnaire<\/p>\n<\/td>\n<\/tr>\n

\n

L<\/p>\n<\/td>\n

\n

U.S. Tax Certificates<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

v<\/p>\n

\n

<\/p>\n

CREDIT AGREEMENT<\/strong><\/p>\n

This CREDIT AGREEMENT (“Agreement<\/u>“) is entered into as of October 19,
\n2011, among FLEXTRONICS INTERNATIONAL LTD., a Singapore company (the
\n“Company<\/u>” or “FIL<\/u>“) acting, subject to Section 10.20<\/u>
\nhereof, through its Bermuda branch, certain Subsidiaries of the Company party
\nhereto pursuant to Section 2.14<\/u> (each a “Designated Borrower<\/u>” and,
\ntogether with the Company, the “Borrowers<\/u>” and, each a
\n“Borrower<\/u>“), each lender from time to time party hereto (collectively,
\nthe “Lenders<\/u>” and individually, a “Lender<\/u>“), and BANK OF AMERICA,
\nN.A., as Administrative Agent and Swing Line Lender.<\/p>\n

The Company has requested that the Lenders provide a revolving credit
\nfacility, which is intended to replace and refinance the Existing FIL Credit
\nAgreement and to refinance in part the term credit facility referenced in
\nSection 8.01(l), and the Lenders are willing to do so on the terms and
\nconditions set forth herein.<\/p>\n

In consideration of the mutual covenants and agreements herein contained, the
\nparties hereto covenant and agree as follows:<\/p>\n

ARTICLE I.
\nDEFINITIONS AND ACCOUNTING TERMS<\/strong><\/p>\n

1.01<\/strong> Defined Terms. <\/strong>As used in this
\nAgreement, the following terms shall have the meanings set forth below:<\/p>\n

“Acceptable Discount<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/p>\n

“Acceptable Prepayment Amount<\/u>” has the meaning specified in
\nSection 2.05(a)(ii)<\/u>.<\/p>\n

“Acceptance Date<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/p>\n

“Act<\/u>” has the meaning specified in Section 6.09<\/u>.<\/p>\n

“Adjusted Revenues<\/u>” means, in respect of any Subsidiary of FIL for any
\nperiod, total revenues for such Subsidiary for such period, less Intercompany
\nRevenues for such period.<\/p>\n

“Administrative Agent<\/u>” means Bank of America in its capacity as
\nadministrative agent under any of the Loan Documents, or any successor
\nadministrative agent.<\/p>\n

“Administrative Agent153s Office<\/u>” means, with respect to any currency,
\nthe Administrative Agent153s address and, as appropriate, account as set forth on
\nSchedule 10.02<\/u> with respect to such currency, or such other address or
\naccount with respect to such currency as the Administrative Agent may from time
\nto time notify to the Company and the Lenders.<\/p>\n

“Administrative Questionnaire<\/u>” means an Administrative Questionnaire
\nin substantially the form of Exhibit K<\/u> or any other form approved by the
\nAdministrative Agent.<\/p>\n

1<\/p>\n

\n

<\/p>\n

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

“Agent Parties<\/u>” has the meaning specified in Section 10.02(c)<\/u>.\n<\/p>\n

“Aggregate Commitments<\/u>” means the Commitments of all the Lenders.<\/p>\n

“Aggregate Revolving Credit Commitment<\/u>” means the sum of the Revolving
\nCredit Commitments of the Revolving Credit Lenders.<\/p>\n

“Agreement<\/u>” has the meaning specified in the introductory paragraph
\nhereto.<\/p>\n

“Agreement Currency<\/u>” has the meaning specified in Section
\n10.19<\/u>.<\/p>\n

“Alternative Currency<\/u>” means each of Euro, Sterling, Yen, and each
\nother currency (other than Dollars) that is approved in accordance with
\nSection 1.06<\/u>.<\/p>\n

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

“Alternative Currency Sublimit<\/u>” means an amount equal to 20% of the
\nAggregate Revolving Credit Commitment. The Alternative Currency Sublimit is part
\nof, and not in addition to, the Aggregate Revolving Credit Commitment.<\/p>\n

“Applicable Discount<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/p>\n

“Applicable Foreign Obligor Documents<\/u>” has the meaning specified in
\nSection 5.20(a)<\/u>.<\/p>\n

“Applicable Percentage<\/u>” means (a) in respect of the Term A Facility,
\nwith respect to any Term A Lender at any time, the percentage (carried out to
\nthe ninth decimal place) of the Term A Facility represented by the principal
\namount of such Term A Lender153s Term A Loans at such time, (b) in respect of any
\nIncremental Term Facility, with respect to any Lender under such Incremental
\nTerm Facility at any time, the percentage (carried out to the ninth decimal
\nplace) of the Incremental Term Facility represented by the principal amount of
\nsuch Lender153s Incremental Term Loans under such Facility at such time and (c) in
\nrespect of the Revolving Credit Facility, with respect to any Revolving Credit
\nLender at any time, the percentage (carried out to the ninth decimal place) of
\nthe Revolving Credit Facility represented by such Revolving Credit Lender153s
\nRevolving Credit Commitment at such time. If the commitment of each Revolving
\nCredit Lender to make Revolving Credit Loans and the obligation of the L\/C
\nIssuer to make L\/C Credit Extensions have been terminated pursuant to
\nSection 8.02<\/u>, or if the Revolving Credit Commitments have expired, then
\nthe Applicable Percentage of each Revolving Credit Lender in respect of the
\nRevolving Credit Facility shall be determined based on the Applicable Percentage
\nof such Revolving Credit Lender in respect of the Revolving Credit Facility most
\nrecently in<\/p>\n

2<\/p>\n

\n

<\/p>\n

effect, giving effect to any subsequent assignments. The initial Applicable
\nPercentage of each Lender in respect of each Facility is set forth opposite the
\nname of such Lender on Schedule 2.01<\/u> or in the Assignment and Assumption
\npursuant to which such Lender becomes a party hereto, as applicable.<\/p>\n

“Applicable Rate<\/u>” means, from time to time, the following percentages
\nper annum, based upon the Debt Rating as set forth below:<\/p>\n

Applicable Rate<\/strong><\/p>\n\n\n\n\n\n\n\n\n
\n

Pricing
\nLevel<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Debt Ratings
\nS&P\/Moody153s<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Commitment
\nFee<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Eurocurrency
\nRate Loans
\nand
\nLetters of
\nCredit<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Base Rate
\nLoans<\/strong><\/p>\n<\/td>\n

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

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

<\/td>\n\n

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

<\/td>\n\n

0.20<\/p>\n<\/td>\n

\n

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

\n

1.25<\/p>\n<\/td>\n

\n

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

\n

0.25<\/p>\n<\/td>\n

\n

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

\n

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

<\/td>\n\n

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

<\/td>\n\n

0.25<\/p>\n<\/td>\n

\n

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

\n

1.50<\/p>\n<\/td>\n

\n

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

\n

0.50<\/p>\n<\/td>\n

\n

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

\n

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

<\/td>\n\n

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

<\/td>\n\n

0.30<\/p>\n<\/td>\n

\n

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

\n

1.75<\/p>\n<\/td>\n

\n

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

\n

0.75<\/p>\n<\/td>\n

\n

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

\n

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

<\/td>\n\n

BB\/Ba2<\/p>\n<\/td>\n

<\/td>\n\n

0.375<\/p>\n<\/td>\n

\n

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

\n

2.00<\/p>\n<\/td>\n

\n

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

\n

1.00<\/p>\n<\/td>\n

\n

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

\n

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

<\/td>\n\n

worse than
\nBB\/Ba2<\/p>\n<\/td>\n

<\/td>\n\n

0.45<\/p>\n<\/td>\n

\n

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

\n

2.25<\/p>\n<\/td>\n

\n

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

\n

1.25<\/p>\n<\/td>\n

\n

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

“Debt Rating<\/u>” means, as of any date of determination, either the long
\nterm issuer credit rating of the Company as determined by S&P, or the issuer
\nrating (PDR) of the Company as determined by Moody153s (or, if no such issuer
\nrating is in effect, then the corporate family rating of the Company as
\ndetermined by Moody153s) (collectively, the “Debt Ratings<\/u>“);
\nprovided<\/u> that (a) if the respective Debt Ratings issued by the foregoing
\nrating agencies differ by one level, then the Pricing Level for the higher of
\nsuch Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being
\nthe highest and the Debt Rating for Pricing Level 5 being the lowest); (b) if
\nthe respective Debt Ratings issued by the foregoing rating agencies differ by
\nmore than one level, then the Pricing Level that is one level lower than the
\nPricing Level of the higher Debt Rating shall apply; (c) if the Company has only
\none Debt Rating, the Pricing Level that is one level lower than that of such
\nDebt Rating shall apply; and (d) if the Company does not have any Debt Rating,
\nPricing Level 5 shall apply.<\/p>\n

Initially, the Applicable Rate shall be determined based upon the Debt Rating
\nspecified in the certificate delivered pursuant to Section 4.01(a)(ix)<\/u>.
\nThereafter, each change in the Applicable Rate resulting from a publicly
\nannounced change in the Debt Rating shall be effective, during the period
\ncommencing on the date of the public announcement thereof and ending on the date
\nimmediately preceding the effective date of the next such change.<\/p>\n

“Applicable Time<\/u>” means, with respect to any borrowings and payments
\nin any Alternative Currency, the local time in the place of settlement for such
\nAlternative Currency as<\/p>\n

3<\/p>\n

\n

<\/p>\n

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

“Applicant Borrower<\/u>” has the meaning specified in Section
\n2.14(b)<\/u>.<\/p>\n

“Appropriate Lender<\/u>” means, at any time, (a) with respect to any of
\nthe Term A Facility, any Incremental Term Facility or the Revolving Credit
\nFacility, a Lender that has a Commitment with respect to such Facility or holds
\na Term A Loan, an Incremental Term Loan or a Revolving Credit Loan,
\nrespectively, at such time, (b) with respect to the Letter of Credit Sublimit,
\n(i) the L\/C Issuer and (ii) if any Letters of Credit have been issued pursuant
\nto Section 2.03(a)<\/u>, the Revolving Credit Lenders and (c) with respect to
\nthe Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line
\nLoans are outstanding pursuant to Section 2.04(a)<\/u>, the Revolving Credit
\nLenders.<\/p>\n

“Approved Fund<\/u>” means any Fund that is administered or managed by (a)
\na Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
\nentity that administers or manages a Lender.<\/p>\n

“Arrangers<\/u>” means, collectively, MLPFS and CGMI, in their capacity as
\njoint lead arrangers and joint book managers.<\/p>\n

“Assignee Group<\/u>” means two or more Eligible Assignees that are
\nAffiliates of one another or two or more Approved Funds managed by the same
\ninvestment advisor.<\/p>\n

“Assignment and Assumption<\/u>” means an assignment and assumption entered
\ninto by a Lender and an assignee (with the consent of any party whose consent is
\nrequired by Section 10.06(b)<\/u>), and accepted by the Administrative Agent,
\nin substantially the form of Exhibit E<\/u> or any other form approved by the
\nAdministrative Agent.<\/p>\n

“Auction Agent<\/u>” means (a) the Administrative Agent or (b) any other
\nfinancial institution or advisor employed by the Company (whether or not an
\nAffiliate of the Administrative Agent) to act as an arranger in connection with
\nany Discounted Loan Prepayment pursuant to Section 2.05(a)(ii)<\/u>;
\nprovided<\/u> that the Company shall not designate the Administrative Agent as
\nthe Auction Agent without the written consent of the Administrative Agent (it
\nbeing understood that the Administrative Agent shall be under no obligation to
\nagree to act as the Auction Agent); provided<\/u>, further<\/u>, that
\nneither the Company nor any of its Affiliates may act as the Auction Agent.<\/p>\n

“Auto-Extension Letter of Credit<\/u>” has the meaning specified in
\nSection 2.03(b)(iii)<\/u>.<\/p>\n

“Auto-Reinstatement Letter of Credit<\/u>” has the meaning specified in
\nSection 2.03(b)(iv)<\/u>.<\/p>\n

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

4<\/p>\n

\n

<\/p>\n

“Bank of America<\/u>” means Bank of America, N.A. and its successors.<\/p>\n

“Bankruptcy Code<\/u>” means the Federal Bankruptcy Reform Act of 1978 (11
\nU.S.C. \u00a7 101, et seq.).<\/p>\n

“Base Rate<\/u>” means for any day a fluctuating rate per annum equal to
\nthe highest of (a) the Federal Funds Rate plus 1\/2 of 1%, (b) the rate of
\ninterest in effect for such day as publicly announced from time to time by Bank
\nof America as its “prime rate,” and (c) the Eurocurrency Rate for an Interest
\nPeriod of one month plus 1.00%. The “prime rate” is a rate set by Bank of
\nAmerica based upon various factors including Bank of America153s costs and desired
\nreturn, general economic conditions and other factors, and is used as a
\nreference point for pricing some loans, which may be priced at, above, or below
\nsuch announced rate. Any change to the Base Rate due to a change in such rate
\nannounced by Bank of America shall take effect at the opening of business on the
\nday specified in the public announcement of such change.<\/p>\n

“Base Rate Committed Loan<\/u>” means a Committed Loan that is a Base Rate
\nLoan.<\/p>\n

“Base Rate Loan<\/u>” means a Loan that bears interest based on the Base
\nRate. All Base Rate Loans shall be denominated in Dollars.<\/p>\n

“Borrower<\/u>” and “Borrowers<\/u>” each have the meaning specified in
\nthe introductory paragraph hereto.<\/p>\n

“Borrower Materials<\/u>” has the meaning specified in Section
\n6.01<\/u>.<\/p>\n

“Borrowing<\/u>” means a Revolving Credit Borrowing, a Swing Line Borrowing
\nor a Term Borrowing, as the context may require.<\/p>\n

“Business Day<\/u>” means any day other than a Saturday, Sunday or other
\nday on which commercial banks are authorized to close under the laws of, or are
\nin fact closed in, the state where the Administrative Agent153s Office with
\nrespect to Obligations denominated in Dollars is located and:<\/p>\n

(a) if such day relates to any interest rate settings as to a Eurocurrency
\nRate Loan denominated in Dollars, any fundings, disbursements, settlements and
\npayments in Dollars in respect of any such Eurocurrency Rate Loan, or any other
\ndealings in Dollars to be carried out pursuant to this Agreement in respect of
\nany such Eurocurrency Rate Loan, means any such day on which dealings in
\ndeposits in Dollars are conducted by and between banks in the London interbank
\neurodollar market;<\/p>\n

(b) if such day relates to any interest rate settings as to a Eurocurrency
\nRate Loan denominated in Euro, any fundings, disbursements, settlements and
\npayments in Euro in respect of any such Eurocurrency Rate Loan, or any other
\ndealings in Euro to be carried out pursuant to this Agreement in respect of any
\nsuch Eurocurrency Rate Loan, means a TARGET Day;<\/p>\n

(c) if such day relates to any interest rate settings as to a Eurocurrency
\nRate Loan denominated in a currency other than Dollars or Euro, means any such
\nday on<\/p>\n

5<\/p>\n

\n

<\/p>\n

which dealings in deposits in the relevant currency are conducted by and
\nbetween banks in the London or other applicable offshore interbank market for
\nsuch currency; and<\/p>\n

(d) if such day relates to any fundings, disbursements, settlements and
\npayments in a currency other than Dollars or Euro in respect of a Eurocurrency
\nRate Loan denominated in a currency other than Dollars or Euro, or any other
\ndealings in any currency other than Dollars or Euro to be carried out pursuant
\nto this Agreement in respect of any such Eurocurrency Rate Loan (other than any
\ninterest rate settings), means any such day on which banks are open for foreign
\nexchange business in the principal financial center of the country of such
\ncurrency.<\/p>\n

“Capital Leases<\/u>” means any and all lease obligations that, in
\naccordance with GAAP, are required to be capitalized on the books of a lessee.\n<\/p>\n

“Cash Collateral<\/u>” and “Cash Collateralize<\/u>” have the meaning
\nspecified in Section 2.03(g)<\/u>.<\/p>\n

“CGMI<\/u>” means Citigroup Global Markets Inc.<\/p>\n

“Change in Law<\/u>” means the occurrence, after the date of this
\nAgreement, of any of the following: (a) the adoption or taking effect of any
\nlaw, rule, regulation or treaty, (b) any change in any law, rule, regulation or
\ntreaty or in the administration, interpretation, implementation or application
\nthereof by any Governmental Authority or (c) the making or issuance of any
\nrequest, rule, guideline or directive (whether or not having the force of law)
\nby any Governmental Authority; provided<\/u> that notwithstanding anything
\nherein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
\nProtection Act and all requests, rules, guidelines or directives thereunder or
\nissued in connection therewith and (y) all requests, rules, guidelines or
\ndirectives promulgated by the Bank for International settlements, the Basel
\nCommittee on Banking Supervision (or any successor or similar authority) or the
\nUnited States regulatory authorities, in each case pursuant to Basel III, shall
\nin each case be deemed to be a “Change in Law”, regardless of the date enacted,
\nadopted or issued.<\/p>\n

“Change of Control<\/u>” means, with respect to FIL, (a) the acquisition
\nafter the date hereof by any person or group of persons (within the meaning of
\nSection 13 or 14 of the Securities Exchange Act of 1934 (as amended, the
\n“Exchange Act<\/u>“)) of (A) beneficial ownership (within the meaning of Rule
\n13d-3 promulgated by the SEC under the Exchange Act) of 50% or more of the
\noutstanding Equity Securities of FIL entitled to vote for members of the board
\nof directors (or similar governing body), or (B) all or substantially all of the
\nassets of FIL; or (b) during any period of 12 consecutive calendar months,
\nindividuals who are directors of FIL on the first day of such period
\n(“Initial Directors<\/u>“) and any directors of FIL who are specifically
\napproved by two-thirds of the Initial Directors and previously approved
\ndirectors shall cease to constitute a majority of the board of directors of FIL
\nbefore the end of such period.<\/p>\n

“Closing Date<\/u>” means the first date all the conditions precedent in
\nSection 4.01<\/u> are satisfied or waived in accordance with Section
\n10.01<\/u>.<\/p>\n

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

6<\/p>\n

\n

<\/p>\n

“Commitment<\/u>” means a Term A Commitment or a Revolving Credit
\nCommitment, as the context may require.<\/p>\n

“Committed Borrowing<\/u>” means a borrowing consisting of simultaneous
\nCommitted Loans of the same Type, in the same currency and, in the case of
\nEurocurrency Rate Loans, having the same Interest Period made by each of the
\nLenders pursuant to Section 2.01<\/u>.<\/p>\n

“Committed Loan<\/u>” means a Term A Loan or a Revolving Credit Loan.<\/p>\n

“Committed Loan Notice<\/u>” means a notice of (a) a Term Borrowing, (b) a
\nRevolving Credit Borrowing, (c) a conversion of Committed Loans from one Type to
\nthe other, or (d) a continuation of Eurocurrency Rate Loans, pursuant to
\nSection 2.02(a)<\/u>, which, if in writing, shall be substantially in the form
\nof Exhibit A<\/u>.<\/p>\n

“Company<\/u>” has the meaning specified in the introductory paragraph
\nhereto.<\/p>\n

“Company Guaranty<\/u>” means the Company Guaranty made by the Company in
\nfavor of the Administrative Agent and the Lenders, substantially in the form of
\nExhibit F<\/u>.<\/p>\n

“Compliance Certificate<\/u>” means a certificate substantially in the form
\nof Exhibit D<\/u>.<\/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

“Consolidated Tangible Assets<\/u>” shall mean, with respect to FIL and its
\nSubsidiaries, the aggregate amount of assets (determined on a consolidated basis
\nand in accordance with GAAP) after deducting therefrom all goodwill, trade
\nnames, trademarks, patents, licenses, unamortized debt discount and expense,
\ntreasury stock and other like intangibles (in each case, determined on a
\nconsolidated basis and in accordance with GAAP).<\/p>\n

“Contingent Obligation<\/u>” means, without duplication, with respect to
\nany Person, (a) any Guaranty Obligation of that Person and (b) any direct or
\nindirect obligation or liability, contingent or otherwise, of that Person (i) in
\nrespect of any Surety Instrument issued for the account of that Person or as to
\nwhich that Person is otherwise liable for reimbursement of drawings or payments
\nor (ii) in respect of any Rate Contract that is not entered into in connection
\nwith a bona fide hedging operation that provides offsetting benefits to such
\nPerson. The amount of any Contingent Obligation shall (subject, in the case of
\nGuaranty Obligations, to the last sentence of the definition of “Guaranty
\nObligation”) be deemed equal to the maximum reasonably anticipated liability in
\nrespect thereof (subject to reduction as the underlying liability so guaranteed
\nis reduced from time to time), and shall, with respect to item (b)(ii) of this
\ndefinition, be marked to market on a current basis.<\/p>\n

“Contractual Obligation<\/u>” of any Person means any indenture, note,
\nlease, loan agreement, security, deed of trust, mortgage, security agreement,
\nguaranty, instrument, contract, agreement or other form of contractual
\nobligation or undertaking to which such Person is a party or by which such
\nPerson or any of its property is bound.<\/p>\n

7<\/p>\n

\n

<\/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

“CFC<\/u>” means a “controlled foreign corporation” described in Section
\n957(a) of the Code.<\/p>\n

“Credit Extension<\/u>” means each of the following: (a) a Borrowing and
\n(b) an L\/C Credit Extension.<\/p>\n

“Debt\/EBITDA Ratio<\/u>” means, with respect to FIL and its Subsidiaries,
\nas of any date of determination, the ratio, determined on a consolidated basis
\nin accordance with GAAP, of:<\/p>\n

(a) The total Indebtedness of FIL and its Subsidiaries on such date;
\nprovided, however, that in computing the foregoing sum, (i) there shall be
\nexcluded therefrom any Indebtedness to the extent the proceeds thereof are (A)
\nlegally segregated from FIL153s or such Subsidiaries153 other assets and (B) either
\n(1) only held in the form of cash or cash equivalents or (2) used by FIL or its
\nSubsidiaries for a purpose approved in advance from time to time by the Required
\nLenders and (ii) there shall be included as a component of total Indebtedness,
\nwithout duplication and regardless of whether constituting Indebtedness as
\ndefined herein, all Securitization Attributable Indebtedness<\/p>\n

to<\/u><\/p>\n

(b) EBITDA for the four fiscal quarter period ending on such date.<\/p>\n

“Debt Rating<\/u>” has the meaning specified in the definition of
\n“Applicable Rate.”<\/p>\n

“Debtor Relief Laws<\/u>” means the Bankruptcy Code, and all other
\nliquidation, conservatorship, bankruptcy, assignment for the benefit of
\ncreditors, moratorium, rearrangement, receivership, insolvency, reorganization,
\nor similar debtor relief laws of the United States or other applicable
\njurisdictions from time to time in effect and affecting the rights of creditors
\ngenerally.<\/p>\n

“Default<\/u>” means any event or condition that constitutes an Event of
\nDefault or that, with the giving of any notice, the passage of time, or both,
\nwould be an Event of Default.<\/p>\n

“Default Rate<\/u>” means (a) when used with respect to Obligations other
\nthan Letter of Credit Fees, an interest rate equal to the Base Rate plus<\/u>
\n(i) the Applicable Rate, if any, applicable to Base Rate Loans plus (ii) 2% per
\nannum; provided<\/u>, however<\/u>, that with respect to a Eurocurrency Rate
\nLoan, the Default Rate shall be an interest rate equal to the interest rate
\n(including any Applicable Rate and any Mandatory Cost) otherwise applicable to
\nsuch Loan plus 2% per annum, and (b) when used with respect to Letter of Credit
\nFees, a rate equal to the Applicable Rate plus<\/u> 2% per annum.<\/p>\n

“Defaulting Lender<\/u>” means, subject to Section 2.19(b)<\/u>, any
\nLender that, as determined by the Administrative Agent, (a) has failed to
\nperform any of its funding obligations hereunder, including in respect of its
\nTerm Loans, Revolving Credit Loans or participations in respect of<\/p>\n

8<\/p>\n

\n

<\/p>\n

Letters of Credit or Swing Line Loans, within three Business Days of the date
\nrequired to be funded by it hereunder unless such Lender notifies the
\nAdministrative Agent and the Company in writing that such failure is the result
\nof such Lender153s determination that one or more conditions precedent to funding
\n(each of which conditions precedent, together with any applicable default, shall
\nbe specifically identified in such writing) has not been satisfied, (b) has
\nnotified the Borrower or the Administrative Agent in writing that it does not
\nintend to comply with its funding obligations hereunder or has made a public
\nstatement to that effect (unless such writing or public statement relates to
\nsuch Lender153s obligation to fund a Loan hereunder and states that such position
\nis based on such Lender153s determination that a condition precedent to funding
\n(which condition precedent, together with any applicable default, shall be
\nspecifically identified in such writing or public statement) cannot be
\nsatisfied), (c) has failed, within three Business Days after written request by
\nthe Administrative Agent, to confirm in writing to the Administrative Agent that
\nit will comply with its funding obligations hereunder (provided that such Lender
\nshall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt
\nof such written confirmation by the Administrative Agent), or (d) is a Revolving
\nCredit Lender which has, or has a direct or indirect parent company that has,
\n(i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a
\nreceiver, conservator, trustee, administrator, assignee for the benefit of
\ncreditors or similar Person charged with reorganization or liquidation of its
\nbusiness or a custodian appointed for it, or (iii) taken any action in
\nfurtherance of, or indicated its consent to, approval of or acquiescence in any
\nsuch proceeding or appointment; provided that a Lender shall not be a Defaulting
\nLender solely by virtue of the ownership or acquisition of any equity interest
\nin that Lender or any direct or indirect parent company thereof by a
\nGovernmental Authority.<\/p>\n

“Designated Borrower<\/u>” has the meaning specified in the introductory
\nparagraph hereto.<\/p>\n

“Designated Borrower Notice<\/u>” has the meaning specified in Section
\n2.14(b)<\/u>.<\/p>\n

“Designated Borrower Request and Assumption Agreement<\/u>” has the meaning
\nspecified in Section 2.14(b)<\/u>.<\/p>\n

“Designated Borrower Sublimit<\/u>” means an amount equal to 100% of the
\nAggregate Revolving Credit Commitment. The Designated Borrower Sublimit is part
\nof, and not in addition to, the Aggregate Revolving Credit Commitment.<\/p>\n

“Discounted Loan Prepayment<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/p>\n

“Discounted Prepayment Determination Date<\/u>” has the meaning specified
\nin Section 2.05(a)(ii)<\/u>.<\/p>\n

“Discounted Prepayment Effective Date<\/u>” means in the case of Discount
\nRange Prepayment Offer or Solicited Discounted Prepayment Offer, five (5)
\nBusiness Days following the Discount Range Prepayment Response Date or the
\nSolicited Discounted Prepayment Response Date, as applicable, in accordance with
\nSection 2.05(a)(ii)<\/u>, unless a shorter period is agreed to between the
\nCompany and the Auction Agent.<\/p>\n

“Discount Prepayment Response Date<\/u>” has the meaning specified in
\nSection 2.05(a)(ii)<\/u>.<\/p>\n

9<\/p>\n

\n

<\/p>\n

“Discount Range<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/p>\n

“Discount Range Prepayment Amount<\/u>” has the meaning specified in
\nSection 2.05(a)(ii)<\/u>.<\/p>\n

“Discount Range Prepayment Notice<\/u>” means a written notice of Discount
\nRange Prepayment Offers made pursuant to Section 2.05(a)(ii)<\/u> in form
\nreasonably satisfactory to the Auction Agent.<\/p>\n

“Discount Range Prepayment Offer<\/u>” means the irrevocable written offer
\nby a Lender submitted in response to an invitation to submit offers following
\nthe Auction Agent153s receipt of a Discount Range Prepayment Notice.<\/p>\n

“Dollar<\/u>” and “$<\/u>” means lawful money of the United States.<\/p>\n

“Dollar Equivalent<\/u>” means, at any time, (a) with respect to any amount
\ndenominated in Dollars, such amount, and (b) with respect to any amount
\ndenominated in any Alternative Currency, the equivalent amount thereof in
\nDollars as determined by the Administrative Agent or the L\/C Issuer, as the case
\nmay be, at such time on the basis of the Spot Rate (determined in respect of the
\nmost recent Revaluation Date) for the purchase of Dollars with such Alternative
\nCurrency.<\/p>\n

“Domestic Subsidiary<\/u>” means any Subsidiary that is organized under the
\nlaws of any state or other political subdivision of the United States.<\/p>\n

“EBITDA<\/u>” means, with respect to FIL and its Subsidiaries for any
\nperiod, the sum, determined on a consolidated basis in accordance with GAAP, of
\nthe following:<\/p>\n

(a) The net income or net loss of FIL and its Subsidiaries for such period
\nbefore provision for income taxes;<\/p>\n

plus<\/u><\/p>\n

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

plus<\/u><\/p>\n

(c) An amount, not to exceed $100,000,000 in any consecutive four-quarter
\nperiod, equal to the sum (without duplication and to the extent deducted in
\ncalculating net income or loss in clause (a)<\/u> above) of all one-time cash
\ncharges associated with (i) merger- or acquisition-related expenses (including
\nlegal fees, investment banking fees and other similar fees and expenses), in
\nconnection with any merger or acquisition<\/p>\n

10<\/p>\n

\n

<\/p>\n

entered into or consummated by FIL or any of its Subsidiaries which is
\notherwise permitted under this Agreement, (ii) restructuring costs incurred by
\nFIL or any of its Subsidiaries in connection with any restructuring entered into
\nor consummated by FIL or any of its Subsidiaries which is otherwise permitted
\nunder this Agreement, and (iii) net losses from the early extinguishment of
\nnotes or other Indebtedness; in each case paid in such period and calculated in
\naccordance with GAAP; provided<\/u>, however<\/u>, that no one-time cash
\ncharges in connection with merger- or acquisition-related expenses shall be
\nadded to the calculation of EBITDA if FIL and its Subsidiaries, in connection
\nwith any merger or acquisition to which such expenses relate, shall have
\nadjusted EBITDA on a pro forma basis to give effect to such merger or
\nacquisition as if such merger or acquisition had occurred as of the first day of
\nsuch period as described in the next succeeding paragraph.<\/p>\n

If FIL or any of its Subsidiaries acquires (whether by purchase, merger,
\nconsolidation or otherwise) any Person as a new Subsidiary or all or
\nsubstantially all of the assets or property of any Person, during any period in
\nrespect of which EBITDA is to be determined, such EBITDA may, in the sole
\ndiscretion of FIL, be determined on a pro forma basis as if such acquisition
\noccurred as of the first day of such period.<\/p>\n

“Eligible Assignee<\/u>” means any Person that meets the requirements to be
\nan assignee under Section 10.06(b)<\/u> (subject to such consents, if any, as
\nmay be required under Section 10.06(b)<\/u>).<\/p>\n

“Eligible Material Subsidiary<\/u>” shall mean, at any time of
\ndetermination, any Material Subsidiary that is not then an Ineligible Material
\nSubsidiary.<\/p>\n

“Employee Benefit Plan<\/u>” shall mean any employee benefit plan within
\nthe meaning of section 3(3) of ERISA maintained or contributed to by any
\nBorrower, any Material Subsidiary or any ERISA Affiliate, other than a
\nMultiemployer Plan.<\/p>\n

“EMU Legislation<\/u>” means the legislative measures of the European
\nCouncil for the introduction of, changeover to or operation of a single or
\nunified European currency.<\/p>\n

“Enabling Period<\/u>” has the meaning specified in Section
\n7.03(a)<\/u>.<\/p>\n

“Environmental Laws<\/u>” means all the Governmental Rules and Contractual
\nObligations relating to the protection of human health and the environment,
\nincluding those pertaining to the reporting, licensing, permitting,
\ninvestigation or remediation of emissions, discharges, releases, or threatened
\nreleases of Hazardous Materials into the air, surface water, groundwater, or
\nland, or relating to the manufacture, processing, distribution, use, treatment,
\nstorage, disposal, transportation, handling of, or exposure to, Hazardous
\nMaterials.<\/p>\n

“Equity Securities<\/u>” of any Person means (a) all common stock,
\npreferred stock, participations, shares, partnership interests, membership
\ninterests, beneficial interests in a trust or other equity interests in such
\nPerson (regardless of how designated and whether or not voting or non-voting)
\nand (b) all warrants, options and other rights to acquire any of the foregoing.\n<\/p>\n

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

11<\/p>\n

\n

<\/p>\n

“ERISA Affiliate<\/u>” means any Person which is treated as a single
\nemployer with any Borrower or any Material Subsidiary under Section 414 of the
\nCode.<\/p>\n

“Euro<\/u>“, “EUR<\/u>” and “ <\/u>” mean the lawful currency of the
\nParticipating Member States introduced in accordance with the EMU Legislation.\n<\/p>\n

“Eurocurrency Base Rate<\/u>” has the meaning specified in the definition
\nof Eurocurrency Rate.<\/p>\n

“Eurocurrency Rate<\/u>” means for any Interest Period with respect to a
\nEurocurrency Rate Loan, a rate per annum determined by the Administrative Agent
\npursuant to the following formula:<\/p>\n\n\n\n\n
\n

Eurocurrency Rate =<\/p>\n<\/td>\n

\n

Eurocurrency Base Rate<\/p>\n<\/td>\n

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

1.00 : Eurocurrency Reserve Percentage<\/p>\n<\/td>\n

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

Where,<\/p>\n

“Eurocurrency Base Rate<\/u>” means, for such Interest Period, the rate per
\nannum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR<\/u>“),
\nas published by Reuters (or other commercially available source providing
\nquotations of BBA LIBOR as designated by the Administrative Agent from time to
\ntime) at approximately 11:00 a.m., London time, two Business Days prior to the
\ncommencement of such Interest Period, for deposits in the relevant currency (for
\ndelivery on the first day of such Interest Period) with a term equivalent to
\nsuch Interest Period. If such rate is not available at such time for any reason,
\nthen the “Eurocurrency Base Rate” for such Interest Period shall be the rate per
\nannum determined by the Administrative Agent to be the rate at which deposits in
\nthe relevant currency for delivery on the first day of such Interest Period in
\nSame Day Funds in the approximate amount of the Eurocurrency Rate Loan being
\nmade, continued or converted by Bank of America and with a term equivalent to
\nsuch Interest Period would be offered by Bank of America153s London Branch (or
\nother Bank of America branch or Affiliate) to major banks in the London or other
\noffshore interbank market for such currency at their request at approximately
\n11:00 a.m. (London time) two Business Days prior to the commencement of such
\nInterest Period.<\/p>\n

“Eurocurrency Reserve Percentage<\/u>” means, for any day during any
\nInterest Period, the reserve percentage (expressed as a decimal, carried out to
\nfive decimal places) in effect on such day, whether or not applicable to any
\nLender, under regulations issued from time to time by the FRB for determining
\nthe maximum reserve requirement (including any emergency, supplemental or other
\nmarginal reserve requirement) with respect to Eurocurrency funding (currently
\nreferred to as “Eurocurrency liabilities”). The Eurocurrency Rate for each
\noutstanding Eurocurrency Rate Loan shall be adjusted automatically as of the
\neffective date of any change in the Eurocurrency Reserve Percentage.<\/p>\n

“Eurocurrency Rate Loan<\/u>” means a Loan (other than a Swing Line Loan)
\nthat bears interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate
\nLoans may be denominated<\/p>\n

12<\/p>\n

\n

<\/p>\n

in Dollars or in an Alternative Currency. All Loans denominated in an
\nAlternative Currency must be Eurocurrency Rate Loans.<\/p>\n

“Event of Default<\/u>” has the meaning specified in Section 8.01<\/u>.\n<\/p>\n

“Excluded Subsidiary<\/u>” has the meaning specified in Section
\n6.07<\/u>.<\/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 or
\nCommitment pursuant to a law in effect on the date on which (i) such Lender
\nacquires such interest in the Loan or Commitment (other than pursuant to an
\nassignment request by the Borrower under Sections 3.06(b)<\/u> or
\n10.13<\/u>) or (ii) such Lender changes its lending office, except in each
\ncase to the extent that, pursuant to Section 3.01<\/u>, amounts with respect
\nto such Taxes were payable either to such Lender153s assignor immediately before
\nsuch Lender became a party hereto or to such Lender immediately before it
\nchanged its lending office; (c) Taxes attributable to such Recipient153s failure
\n(other than as a result of a Change in Law) to comply with Section
\n3.01(g)<\/u>; and (d) any U.S. federal withholding Taxes imposed under FATCA.
\nNotwithstanding anything to the contrary contained in this definition, “Excluded
\nTaxes” shall not include any withholding tax imposed at any time on payments
\nmade by or on behalf of a Foreign Obligor to any Lender hereunder or under any
\nother Loan Document, provided<\/u> that such Lender shall have complied with
\nSection 3.01(g)<\/u>.<\/p>\n

“Existing FIL Credit Agreement<\/u>” means the Credit Agreement dated as of
\nMay 9, 2007, as amended, among FIL, the “Designated Borrowers” party thereto,
\nBank of America, as the administrative agent, and the “Lenders” party thereto.\n<\/p>\n

“Existing Letters of Credit<\/u>” means the standby letters of credit
\nidentified on Schedule 1.01(e)<\/u> hereof.<\/p>\n

“Existing Secured Indebtedness<\/u>” means the secured Indebtedness
\nexisting on the Closing Date specified on Schedule 7.01<\/u>.<\/p>\n

“Extended Letter of Credit<\/u>” has the meaning specified in Section
\n2.03(a)(ii)(B).<\/u><\/p>\n

“Facility<\/u>” means the Term A Facility, an Incremental Term Facility or
\nthe Revolving Credit Facility, as the context may require.<\/p>\n

“FASB<\/u>” means the Financial Accounting Standards Board.<\/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<\/p>\n

13<\/p>\n

\n

<\/p>\n

materially more onerous to comply with) and any current or future regulations
\nor official interpretations thereof.<\/p>\n

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

“Fee Letters<\/u>” means the letter agreements, dated September 19, 2011,
\namong (a) the Company, the Administrative Agent and MLPFS, and (b) the Company,
\nCitibank, N.A. and CGMI.<\/p>\n

“FIL<\/u>” has the meaning specified in the introductory paragraph hereto.\n<\/p>\n

“Financial Statements<\/u>” means, with respect to any accounting period
\nfor any Person, statements of income, shareholders153 equity and cash flows of
\nsuch Person for such period, and a balance sheet of such Person as of the end of
\nsuch period, setting forth in each case in comparative form figures for the
\ncorresponding period in the preceding fiscal year if such period is less than a
\nfull fiscal year or, if such period is a full fiscal year, corresponding figures
\nfrom the preceding annual audit, all prepared in reasonable detail and in
\naccordance with GAAP.<\/p>\n

“Flextronics (Hungary)<\/u>” means Flextronics International KFT, a
\nHungarian company.<\/p>\n

“Flextronics (Netherlands)<\/u>” means Flextronics International Europe
\nB.V., a Netherlands company.<\/p>\n

“Flextronics (Netherlands) Guaranty<\/u>” means the Subsidiary Guaranty, to
\nthe extent applicable to Flextronics (Netherlands).<\/p>\n

“Flextronics Sales (Mauritius)<\/u>” means Flextronics Sales &
\nMarketing (A-P) Ltd., a Mauritius company.<\/p>\n

“Foreign Lender<\/u>” means (a) if a Borrower is a U.S. Person, a Lender
\nthat is not a U.S. Person, and (b) if a Borrower is not a U.S. Person, a Lender
\nthat is resident or organized under the Governmental Rules of a jurisdiction
\nother than that in which such Borrower is resident for tax purposes.<\/p>\n

“Foreign Obligor<\/u>” means the Company, and any Loan Party that is a
\nForeign Subsidiary.<\/p>\n

“Foreign Plan<\/u>” shall mean any employee benefit plan maintained by any
\nBorrower or any of its Subsidiaries which is mandated or governed by any
\nGovernmental Rule of any Governmental Authority other than the United States.\n<\/p>\n

14<\/p>\n

\n

<\/p>\n

“Foreign Subsidiary<\/u>” means any Subsidiary that is organized under the
\nlaws of a jurisdiction other than the United States, a state thereof or the
\nDistrict of Columbia.<\/p>\n

“FRB<\/u>” means the Board of Governors of the Federal Reserve System of
\nthe United States.<\/p>\n

“Fronting Exposure<\/u>” means, at any time there is a Defaulting Lender
\nwhich is a Revolving Credit Lender, (a) with respect to the L\/C Issuer, such
\nDefaulting Lender153s Applicable Percentage of the outstanding L\/C Obligations
\nother than L\/C Obligations as to which such Defaulting Lender153s participation
\nobligation has been reallocated to other Revolving Credit Lenders or Cash
\nCollateralized in accordance with the terms hereof, and (b) with respect to the
\nSwing Line Lender, such Defaulting Lender153s Applicable Percentage of Swing Line
\nLoans other than Swing Line Loans as to which such Defaulting Lender153s
\nparticipation obligation has been reallocated to other Revolving Credit Lenders
\nor Cash Collateralized in accordance with the terms hereof.<\/p>\n

“Fund<\/u>” means any Person (other than a natural person) that is (or will
\nbe) engaged in making, purchasing, holding or otherwise investing in commercial
\nloans and similar extensions of credit in the ordinary course of its activities.\n<\/p>\n

“GAAP<\/u>” means generally accepted accounting principles in the United
\nStates set forth in the opinions and pronouncements of the Accounting Principles
\nBoard and the American Institute of Certified Public Accountants and statements
\nand pronouncements of FASB or such other principles as may be approved by a
\nsignificant segment of the accounting profession in the United States, that are
\napplicable to the circumstances as of the date of determination, consistently
\napplied.<\/p>\n

“Governmental Authority<\/u>” means the government of the United States or
\nany other nation, or of any political subdivision thereof, whether state or
\nlocal, and any agency, authority, instrumentality, regulatory body, court,
\ncentral bank or other entity exercising executive, legislative, judicial,
\ntaxing, regulatory or administrative powers or functions of or pertaining to
\ngovernment (including any supra-national bodies such as the European Union or
\nthe European Central Bank).<\/p>\n

“Governmental Charges<\/u>” shall mean, with respect to any Person, all
\nlevies, assessments, fees, claims or other charges imposed by any Governmental
\nAuthority upon such Person or any of its property or otherwise payable by such
\nPerson.<\/p>\n

“Governmental Rule<\/u>” means any law, rule, regulation, ordinance, order,
\ncode interpretation, judgment, decree, directive, guidelines, policy or similar
\nform of decision of any Governmental Authority.<\/p>\n

“Granting Lender<\/u>” has the meaning specified in Section
\n10.06(h)<\/u>.<\/p>\n

“Guaranties<\/u>” means the Company Guaranty and the Subsidiary Guaranty.\n<\/p>\n

“Guarantor Release Certificate<\/u>” has the meaning specified in
\nSection 6.10(b)<\/u>.<\/p>\n

15<\/p>\n

\n

<\/p>\n

“Guarantors<\/u>” means, collectively, the Company and each Subsidiary
\nGuarantor.<\/p>\n

“Guaranty Obligation<\/u>” means, with respect to any Person, subject to
\nthe last sentence of this definition, any direct or indirect liability of that
\nPerson with respect to any indebtedness, lease, dividend, letter of credit or
\nother obligation (other than endorsements of instruments for collection or
\ndeposits in the ordinary course of business) (the “primary obligations<\/u>“)
\nof another Person (the “primary obligor<\/u>“), including any obligation of
\nthat Person, whether or not contingent, (a) to purchase, repurchase or otherwise
\nacquire such primary obligations or any property constituting direct or indirect
\nsecurity therefor, (b) to advance or provide funds (i) for the payment or
\ndischarge of any such primary obligation, or (ii) to maintain working capital or
\nequity capital of the primary obligor or otherwise to maintain the net worth or
\nsolvency or any balance sheet item, level of income or financial condition of
\nthe primary obligor, (c) to purchase property, securities or services primarily
\nfor the purpose of assuring the owner of any such primary obligation of the
\nability of the primary obligor to make payment of such primary obligation or (d)
\notherwise to assure or hold harmless the holder of any such primary obligation
\nagainst loss in respect thereof. The amount of any Guaranty Obligation shall be
\ndeemed equal to the stated or determinable amount of the primary obligation in
\nrespect of which such Guaranty Obligation is made or, if not stated or if
\nindeterminable, the maximum reasonably anticipated liability in respect thereof
\n(subject to reduction as the underlying liability so guaranteed is reduced from
\ntime to time); provided<\/u>, however<\/u>, that with respect to (1) any
\nGuaranty Obligation by FIL or any of its Subsidiaries in respect of a primary
\nobligation of FIL or any of its Subsidiaries and (2) any Guaranty Obligation of
\nFIL or any of its Subsidiaries in respect of the primary obligation of a lessor
\nin connection with a transaction relating to Synthetic Lease Obligations entered
\ninto by FIL or any of its Subsidiaries, such Guaranty Obligation shall, in each
\ncase, be deemed to be equal to the maximum reasonably anticipated liability in
\nrespect thereof which shall be deemed to be limited to an amount that actually
\nbecomes past due from time to time with respect to such primary obligation.<\/p>\n

“Hazardous Materials<\/u>” shall mean all pollutants, contaminants and
\nother materials, substances and wastes which are hazardous, toxic, caustic,
\nharmful or dangerous to human health or the environment, including petroleum and
\npetroleum products and byproducts, radioactive materials, asbestos and
\npolychlorinated biphenyls.<\/p>\n

“Honor Date<\/u>” has the meaning specified in Section 2.03(c)<\/u>.<\/p>\n

“Increase Effective Date<\/u>” has the meaning specified in Section
\n2.15(d)<\/u>.<\/p>\n

“Identified Participating Lenders<\/u>” has the meaning specified in
\nSection 2.05(a)(ii)<\/u>.<\/p>\n

“Identified Qualifying Lenders<\/u>” has the meaning specified in
\nSection 2.05(a)(ii)<\/u>.<\/p>\n

“Incremental Term Borrowing<\/u>” means a borrowing consisting of
\nsimultaneous Incremental Term Loans of the same Type and, in the case of
\nEurocurrency Rate Loans, having the same Interest Period made by each of the
\napplicable Lenders pursuant to Section 2.16<\/u> or 2.17<\/u>.<\/p>\n

“Incremental Term Facility<\/u>” means the term loans collectively
\ncomprising a term loan tranche established pursuant to Section 2.16<\/u> or
\n2.17<\/u>.<\/p>\n

16<\/p>\n

\n

<\/p>\n

“Incremental Term Loan<\/u>” means a term loan made by a Lender pursuant to
\nSection 2.16<\/u> or 2.17<\/u>.<\/p>\n

“Indebtedness<\/u>” of any Person shall mean, without duplication, the
\nfollowing:<\/p>\n

(a) All obligations of such Person evidenced by notes, bonds, debentures or
\nother similar instruments and all other obligations of such Person for borrowed
\nmoney (including obligations to repurchase receivables and other assets sold
\nwith recourse); provided<\/u> that<\/u>, “Indebtedness” shall not at any
\ndate of determination include obligations of such Person for the deferred
\npurchase price of property evidenced by notes, bonds, debentures or similar
\ninstruments to the extent (i) such obligations have a regularly-scheduled
\nmaturity date that is less than one year after such date, and (ii) solely for
\npurposes of Section 8.01(e)<\/u>, the non-payment of such obligations as of
\nsuch date is subject to a good faith dispute, including by virtue of a bona fide
\nright of setoff by such Person;<\/p>\n

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

(c) All obligations of such Person under conditional sale or other title
\nretention agreements with respect to property (other than inventory) acquired by
\nsuch Person (to the extent of the value of such property if the rights and
\nremedies of the seller or lender under such agreement in the event of default
\nare limited solely to repossession or sale of such property);<\/p>\n

(d) All obligations of such Person as lessee under or with respect to Capital
\nLeases and Synthetic Lease Obligations;<\/p>\n

(e) All Guaranty Obligations of such Person with respect to the Indebtedness
\nof any other Person, and all other Contingent Obligations (other than Guaranty
\nObligations) of such Person;<\/p>\n

(f) All obligations of such Person to purchase, redeem, retire, defease or
\notherwise make any payment (other than payments made solely with other Equity
\nSecurities) in respect of any Equity Securities in such Person or any other
\nPerson, valued, in the case of a redeemable preferred interest, at the greater
\nof its voluntary or involuntary liquidation preference plus<\/u> accrued and
\nunpaid dividends; and<\/p>\n

(g) All obligations of other Persons of the types described in clauses (a)
\n– (f)<\/u> above to the extent secured by (or for which any holder of such
\nobligations has an<\/p>\n

17<\/p>\n

\n

<\/p>\n

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

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

“Indemnified Taxes<\/u>” means Taxes other than Excluded Taxes.<\/p>\n

“Indemnitee<\/u>” has the meaning specified in Section 10.04(b)<\/u>.\n<\/p>\n

“Ineligible Material Subsidiary<\/u>” means, at any time of determination,
\n(a) any Material Subsidiary (i) that is then prohibited by any applicable
\nGovernmental Rule from acting as a Subsidiary Guarantor under the Subsidiary
\nGuaranty, (ii) that then would incur or suffer, or would cause FIL or any
\nDomestic Subsidiary to incur or suffer, (x) significant tax or similar
\nliabilities or obligations or (y) an inclusion of income under Section
\n951(a)(1)(B) of the Code (or similar non-U.S. tax law) that is reasonably and
\nsubstantially likely to result in a significant adverse effect on the Company153s
\nconsolidated financial accounts, as a result of acting as a Subsidiary Guarantor
\nunder the Subsidiary Guaranty (other than in the case of a Person that,
\nimmediately prior to becoming a Subsidiary of such a Domestic Subsidiary, was a
\nSubsidiary Guarantor) or (iii) that is a Foreign Subsidiary as to which the
\nrepresentations and warranties set forth in Section 5.20<\/u> (other than
\nsubsection (c) thereof), after the exercise of commercially reasonable efforts
\nby the Company and such Subsidiary, would not be true and correct were it to
\nexecute the Subsidiary Guaranty, (b) the Subsidiaries of FIL listed on
\nSchedule 1.01(i)<\/u>, (c) any other Subsidiary of the Company which is a CFC
\nwith respect to which the Company has elected, by written notice to the
\nAdministrative Agent delivered within the time period specified by Section
\n6.10(a)<\/u> for the delivery of a Subsidiary Guaranty by such Subsidiary, to
\nprovide a Substitute Guaranty in place of the Subsidiary Guaranty which would
\nhave otherwise been required to be delivered pursuant to Section 6.10<\/u> by
\nsuch Subsidiary and (d) a bankruptcy-remote special purpose vehicle that exists
\nsolely to facilitate a securitization transaction permitted hereunder.<\/p>\n

“Information<\/u>” has the meaning specified in Section 10.07<\/u>.<\/p>\n

“Intercompany Receivables<\/u>” means, in respect of FIL or any of its
\nconsolidated Subsidiaries, at any time of determination, assets consisting of
\nreceivables owing to such Person by FIL or any consolidated Subsidiary of FIL.\n<\/p>\n

“Intercompany Revenues<\/u>” means, in respect of any Subsidiary of FIL for
\nany period, revenues of such Subsidiary that would not, after taking into
\naccount offsetting entries in the consolidation process, be recognized in
\naccordance with GAAP as revenues of FIL in the consolidated Financial Statements
\nof FIL and its Subsidiaries for such period.<\/p>\n

18<\/p>\n

\n

<\/p>\n

“Interest Coverage Ratio<\/u>” means, with respect to FIL and its
\nSubsidiaries for any period, the ratio, determined on a consolidated basis in
\naccordance with GAAP, of:<\/p>\n

(a) EBITDA for such period<\/p>\n

to<\/u><\/p>\n

(b) aggregate Interest Expense of FIL and its Subsidiaries for such period.\n<\/p>\n

“Interest Expense<\/u>” shall mean, with respect to any Person for any
\nperiod, (a) the amount which would, in conformity with GAAP, be set forth
\nopposite the caption “interest expense” or any like caption on a consolidated
\nincome statement of such Person and its Subsidiaries minus (b) the amount of
\nnon-cash interest (including interest paid by the issuance of additional
\nsecurities) included in such amount; provided that for any period during which
\nthere shall exist any securitization or similar program relating to the accounts
\nreceivable of FIL or its Subsidiaries, “Interest Expense” shall be adjusted to
\ninclude (without duplication) an amount equal to the interest (or other fees in
\nthe nature of interest or discount) accrued and paid or payable in cash for such
\nperiod by the applicable special purpose entity to the financiers of such
\nsecuritization or similar program.<\/p>\n

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

“Interest Period<\/u>” means, as to each Eurocurrency Rate Loan, the period
\ncommencing on the date such Eurocurrency Rate Loan is disbursed or converted to
\nor continued as a Eurocurrency Rate Loan and ending on the date one, two, three
\nor six months thereafter, as selected by the Company in its Committed Loan
\nNotice; provided<\/u> that:<\/p>\n

(h) any Interest Period that would otherwise end on a day that is not a
\nBusiness Day shall be extended to the next succeeding Business Day unless such
\nBusiness Day falls in another calendar month, in which case such Interest Period
\nshall end on the next preceding Business Day;<\/p>\n

(i) any Interest Period that begins on the last Business Day of a calendar
\nmonth (or on a day for which there is no numerically corresponding day in the
\ncalendar month at the end of such Interest Period) shall end on the last
\nBusiness Day of the calendar month at the end of such Interest Period; and<\/p>\n

(j) no Interest Period shall extend beyond the Maturity Date.<\/p>\n

19<\/p>\n

\n

<\/p>\n

“Investment<\/u>” of any Person means any loan or advance of funds by such
\nPerson to any other Person (other than advances to employees of such Person for
\nmoving and travel expenses, drawing accounts, advances to employees of such
\nPerson for indemnification, and similar expenditures in the ordinary course of
\nbusiness), any purchase or other acquisition of any Equity Securities or
\nIndebtedness of any other Person, any capital contribution by such Person to or
\nany other investment by such Person in any other Person (including any Guaranty
\nObligations of such Person and any indebtedness of such Person of the type
\ndescribed in clause (f)<\/u> of the definition of “Indebtedness” on behalf of
\nany other Person); provided<\/u>, however<\/u>, that Investments shall not
\ninclude (a) accounts receivable or other indebtedness owed by customers of such
\nPerson which are current assets and arose from sales of goods or services in the
\nordinary course of such Person153s business or (b) prepaid expenses of such Person
\nincurred and prepaid in the ordinary course of business.<\/p>\n

“IRS<\/u>” means the United States Internal Revenue Service.<\/p>\n

“ISP<\/u>” means, with respect to any Letter of Credit, the “International
\nStandby Practices 1998” published by the Institute of International Banking Law
\n& Practice, Inc. (or such later version thereof as may be in effect at the
\ntime of issuance).<\/p>\n

“Issuer Documents<\/u>” means with respect to any Letter of Credit, the
\nLetter of Credit Application, and any other document, agreement and instrument
\nentered into by the L\/C Issuer and the Company (or any Subsidiary) or in favor
\nof the L\/C Issuer and relating to such Letter of Credit.<\/p>\n

“Judgment Currency<\/u>” has the meaning specified in Section
\n10.19<\/u>.<\/p>\n

“L\/C Advance<\/u>” means, with respect to each Revolving Credit Lender,
\nsuch Lender153s funding of its participation in any L\/C Borrowing in accordance
\nwith its Applicable Percentage. All L\/C Advances shall be denominated in
\nDollars.<\/p>\n

“L\/C Borrowing<\/u>” means an extension of credit resulting from a drawing
\nunder any Letter of Credit which has not been reimbursed on the date when made
\nor refinanced as a Revolving Credit Borrowing. All L\/C Borrowings shall be
\ndenominated in Dollars.<\/p>\n

“L\/C Credit Extension<\/u>” means, with respect to any Letter of Credit,
\nthe issuance thereof or extension of the expiry date thereof, or the increase of
\nthe amount thereof.<\/p>\n

“L\/C Issuer<\/u>” means Bank of America, Union Bank, N.A. or any other
\nLender which shall agree in writing with the Company to act as such, as selected
\nin connection with any Letter of Credit by a Borrower (or its predecessor in
\ninterest), each in its capacity as issuer of Letters of Credit hereunder. For
\npurposes of any Loan Document, references to “the L\/C Issuer” in connection with
\nor as applied to a particular Letter of Credit shall be deemed to refer to the
\napplicable L\/C Issuer that issued or will issue such Letter of Credit;
\nreferences to “the L\/C Issuer” in all other contexts shall, unless otherwise
\nclearly indicated, be deemed to refer to all L\/C Issuers.<\/p>\n

“L\/C Obligations<\/u>” means, as at any date of determination, the
\naggregate amount available to be drawn under all outstanding Letters of Credit
\nplus<\/u> the aggregate of all Unreimbursed<\/p>\n

20<\/p>\n

\n

<\/p>\n

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

“Lender<\/u>” or “Lenders<\/u>” each have the meaning specified in the
\nintroductory paragraph hereto, including any Person making a Loan pursuant to
\nSection 2.15<\/u>, 2.16<\/u> or 2.17<\/u>, and, as the context requires,
\nincludes the Swing Line Lender; provided<\/u>, that for purposes of making
\nLoans to Designated Borrowers, any Lender may from time to time delegate in its
\nstead one or more of its Affiliates as such lenders, duly authorized to engage
\nin such lending activities in the jurisdiction of such Designated Borrower, in
\nwhich event the term “Lender” shall also include any such designated Affiliate
\nas in effect from time to time, provided<\/u> further<\/u>, that, for all
\npurposes of voting or consenting with respect to (a) any amendment,
\nsupplementation or modification of any Loan Document, (b) any waiver of any
\nrequirements of any Loan Document or any Default or Event of Default and its
\nconsequences, or (c) any other matter as to which a Lender may vote or consent
\npursuant to this Agreement, the Lender making such delegation shall be deemed
\nthe “Lender” rather than such Affiliate, which shall not be entitled to vote or
\nconsent.<\/p>\n

“Lender Rate Contract<\/u>” has the meaning specified in Section
\n8.04<\/u>.<\/p>\n

“Lending Office<\/u>” means, as to any Lender, the office or offices of
\nsuch Lender described as such in such Lender153s Administrative Questionnaire, or
\nsuch other office or offices as a Lender may from time to time notify the
\nCompany and the Administrative Agent.<\/p>\n

“Letter of Credit<\/u>” means any standby or commercial letter of credit
\nissued hereunder and shall include the Existing Letters of Credit. Letters of
\nCredit may be issued in Dollars or in an Alternative Currency.<\/p>\n

“Letter of Credit Application<\/u>” means an application and agreement for
\nthe issuance or amendment of a Letter of Credit in the form from time to time in
\nuse by the L\/C Issuer.<\/p>\n

“Letter of Credit Expiration Date<\/u>” means the day that is seven days
\nprior to the Maturity Date then in effect (or, if such day is not a Business
\nDay, the next preceding Business Day).<\/p>\n

“Letter of Credit Fee<\/u>” has the meaning specified in Section
\n2.03(i)<\/u>.<\/p>\n

“Letter of Credit Sublimit<\/u>” means an amount equal to $150,000,000. The
\nLetter of Credit Sublimit is part of, and not in addition to, the Aggregate
\nRevolving Credit Commitment.<\/p>\n

“Lien<\/u>” means, with respect to any property or asset, (a) any mortgage,
\ndeed of trust, lien, pledge, hypothecation, encumbrance, charge or security
\ninterest in, on or of such property or asset or the income therefrom, including
\nany agreement to provide any of the foregoing, (b) the interest of a vendor or a
\nlessor under any conditional sale agreement, Capital Lease or title retention
\nagreement (or any financing lease having substantially the same economic effect
\nas any of the foregoing) relating to such asset and (c) in the case of
\nsecurities, any purchase option, call or similar right of a third party with
\nrespect to such securities.<\/p>\n

21<\/p>\n

\n

<\/p>\n

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

“Loan<\/u>” means an extension of credit by a Lender to a Borrower under
\nArticle II<\/u> or pursuant to Section 2.15<\/u>, 2.16<\/u> or 2.17<\/u>
\nin the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.<\/p>\n

“Loan Documents<\/u>” means this Agreement, each amendment hereto, each
\nDesignated Borrower Request and Assumption Agreement, each Note, each Issuer
\nDocument, any agreement creating or perfecting rights in Cash Collateral
\npursuant to the provisions of Section 2.18<\/u> of this Agreement, the Fee
\nLetters, and the Guaranties.<\/p>\n

“Loan Parties<\/u>” means, collectively, the Company, each Subsidiary
\nGuarantor and each Designated Borrower.<\/p>\n

“Mandatory Cost<\/u>” means, with respect to any period, the percentage
\nrate per annum determined in accordance with Schedule 1.01(m)<\/u>.<\/p>\n

“Margin Stock<\/u>” has the meaning given to that term in Regulation U
\nissued by the FRB.<\/p>\n

“Material Adverse Effect<\/u>” means a material adverse effect on (a) the
\nbusiness, assets, operations or financial condition of FIL and FIL153s
\nSubsidiaries, taken as a whole (excluding, solely for purposes of the closing
\ncertificate delivered by FIL pursuant to Section 4.01(a)(ix)<\/u>, any such
\nchanges resulting solely from macroeconomic or financial market or electronics
\nmanufacturing industry events or circumstances that have not affected and are
\nnot expected to affect the operations, business, assets or financial condition
\nof FIL and its Subsidiaries taken as a whole to an extent that is or would be
\ndisproportionate to that of other members of its industry), (b) the ability of
\nany Borrower to pay or perform its Obligations in accordance with the terms of
\nthis Agreement and the other Loan Documents, (c) the ability of the Subsidiary
\nGuarantors (taken as a whole) to pay or perform the Obligations in accordance
\nwith the terms of this Agreement and the other Loan Documents (other than the
\nFlextronics (Netherlands) Guaranty) or (d) the rights and remedies of the
\nAdministrative Agent or any Lender under this Agreement, the other Loan
\nDocuments (other than the Flextronics (Netherlands) Guaranty) or any related
\ndocument, instrument or agreement.<\/p>\n

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

22<\/p>\n

\n

<\/p>\n

available audited Financial Statements provided pursuant to Section
\n6.01<\/u> hereof; and (b) following any Material Subsidiary Recalculation Event,
\nany Subsidiary of FIL that, on a pro forma basis (after giving effect to such
\nMaterial Subsidiary Recalculation Event and all other Material Subsidiary
\nRecalculation Events occurring on or prior to the date thereof), (1) had
\nAdjusted Revenues during the twelve-month period ended as of the last day of the
\nimmediately preceding fiscal quarter for which Financial Statements are
\navailable, greater than 5% of the consolidated total revenues of FIL and its
\nSubsidiaries during such twelve-month period or (2) holds assets, excluding
\nIntercompany Receivables and Investments in FIL or any other FIL Subsidiary,
\nequal to or greater than 10% of the consolidated total assets of FIL and its
\nSubsidiaries (including the assets of such Subsidiary and any other Subsidiaries
\nacquired) (other than Flextronics (Netherlands)) as of the last day of the
\nimmediately preceding fiscal quarter for which Financial Statements are
\navailable (such tests in this clause (b), together, the “Pro Forma MS
\nTest<\/u>“). For purposes of the Pro Forma MS Test in clause (b)(1), a Material
\nSubsidiary Recalculation Event shall be deemed to have occurred as of the first
\nday of the applicable twelve month period. Notwithstanding the foregoing, for
\npurposes of this definition, (i) the Adjusted Revenues and assets of Flextronics
\n(Netherlands) shall be excluded from the calculation of the consolidated total
\nrevenues of FIL and its Subsidiaries and the consolidated total assets of FIL
\nand its Subsidiaries, respectively, and (ii) each of Flextronics (Hungary) and
\nFlextronics Sales (Mauritius) shall at all times be deemed to be a Material
\nSubsidiary notwithstanding the fact that the amount of its Adjusted Revenues or
\nassets is less than the thresholds set forth above.<\/p>\n

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

“Maturity Date<\/u>” means (a) with respect to the Revolving Credit
\nFacility and the Term A Facility, October 18, 2016 and (b) with respect to any
\nIncremental Term Facility, the agreed maturity date applicable thereto;
\nprovided<\/u>, however<\/u>, that if any such date is not a Business Day,
\nthe Maturity Date shall be the next preceding Business Day.<\/p>\n

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

“Maximum Rate<\/u>” has the meaning specified in Section 10.09<\/u>.<\/p>\n

23<\/p>\n

\n

<\/p>\n

“MLPFS<\/u>” means Merrill Lynch, Pierce, Fenner & Smith Incorporated.\n<\/p>\n

“Moody153s<\/u>” means Moody153s Investors Service, Inc. and any successor
\nthereto.<\/p>\n

“Multiemployer Plan<\/u>” means any multiemployer plan within the meaning
\nof section 3(37) of ERISA maintained or contributed to by any Borrower, any
\nMaterial Subsidiary or any ERISA Affiliate.<\/p>\n

“Net Proceeds<\/u>” means, with respect to any issuance and sale of
\nsecurities by any Person (a) the aggregate cash proceeds received by such Person
\nfrom such sale less (b) the sum of (i) the actual amount of the reasonable fees
\nand commissions payable to Persons other than such Person making the sale or any
\nAffiliate of such Person and (ii) the reasonable legal expenses and other costs
\nand expenses directly related to such sale that are to be paid by such Person.\n<\/p>\n

“New Term Loans<\/u>” has the meaning specified in Section 2.17(a)<\/u>.\n<\/p>\n

“New Term Loans Funding Date<\/u>” has the meaning specified in Section
\n2.17(c)<\/u>.<\/p>\n

“Non-Core Assets<\/u>” means those assets and businesses (including the
\nEquity Securities of any Subsidiary engaged exclusively in such businesses)
\ndesignated in good faith by the board of directors of FIL or the applicable
\nSubsidiary proposing to sell such assets from time to time as “Non-Core Assets”
\nand set forth in a certificate or certificates of a Responsible Officer
\ndelivered by FIL or such Subsidiary to the Administrative Agent to the effect
\nthat FIL153s or such Subsidiary153s board of directors has duly designated such
\nassets and businesses as “Non-Core Assets” in good faith.<\/p>\n

“Non-Extension Notice Date<\/u>” has the meaning specified in Section
\n2.03(b)<\/u>.<\/p>\n

“Non-Reinstatement Deadline<\/u>” has the meaning specified in Section
\n2.03(b)<\/u>.<\/p>\n

“Note<\/u>” means a Term Note or a Revolving Credit Note, as the context
\nmay require.<\/p>\n

“Obligations<\/u>” means all advances to, and debts, liabilities,
\nobligations, covenants and duties of, any Loan Party arising under any Loan
\nDocument or otherwise with respect to any Loan or Letter of Credit, whether
\ndirect or indirect (including those acquired by assumption), absolute or
\ncontingent, due or to become due, now existing or hereafter arising and
\nincluding interest and fees that accrue after the commencement by or against any
\nLoan Party or any Affiliate thereof of any proceeding under any Debtor Relief
\nLaws naming such Person as the debtor in such proceeding, regardless of whether
\nsuch interest and fees are allowed claims in such proceeding.<\/p>\n

“Offered Amount<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/p>\n

“Offered Discount<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/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 Recipient and
\nthe jurisdiction imposing such Tax (other than connections arising from such
\nRecipient having executed, delivered,<\/p>\n

24<\/p>\n

\n

<\/p>\n

become a party to, performed its obligations under, received payments under,
\nreceived or perfected a security interest under, engaged in any other
\ntransaction pursuant to or enforced any Loan Document, or sold or assigned an
\ninterest in any Loan or Loan Document).<\/p>\n

“Other Taxes<\/u>” means all present or future stamp, court or documentary
\nintangible, recording, or filing or similar taxes or any other excise or
\nproperty taxes, charges or similar levies arising from any payment made
\nhereunder or under any other Loan Document or from the execution, delivery or
\nenforcement of, or otherwise with respect to, this Agreement or any other Loan
\nDocument.<\/p>\n

“Outstanding Amount<\/u>” means (a) with respect to Term Loans, Revolving
\nCredit Loans and Swing Line Loans on any date, the Dollar Equivalent amount of
\nthe aggregate outstanding principal amount thereof after giving effect to any
\nborrowings and prepayments or repayments of Term Loans, Revolving Credit Loans
\nand Swing Line Loans, as the case may be, occurring on such date; and (b) with
\nrespect to any L\/C Obligations on any date, the Dollar Equivalent amount of the
\naggregate outstanding amount of such L\/C Obligations on such date after giving
\neffect to any L\/C Credit Extension occurring on such date and any other changes
\nin the aggregate amount of the L\/C Obligations as of such date, including as a
\nresult of any reimbursements by the Company of Unreimbursed Amounts.<\/p>\n

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

“Participant<\/u>” has the meaning specified in Section 10.06(d)<\/u>.\n<\/p>\n

“Participant Register<\/u>” has the meaning specified in Section
\n10.06(d)<\/u>.<\/p>\n

“Participating Lender<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/p>\n

“Participating Member State<\/u>” means each state so described in any EMU
\nLegislation.<\/p>\n

“PBGC<\/u>” means the Pension Benefit Guaranty Corporation.<\/p>\n

“Permitted Indebtedness<\/u>” has the meaning specified in Section
\n7.01<\/u>.<\/p>\n

“Permitted Liens<\/u>” has the meaning specified in Section 7.02<\/u>.\n<\/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

“Platform<\/u>” has the meaning specified in Section 6.01<\/u>.<\/p>\n

25<\/p>\n

\n

<\/p>\n

“Pro Forma Calculation Subsidiary<\/u>” means any Subsidiary as to which
\nthe Company has properly elected to present its EBITDA on a pro forma basis, as
\nset forth in the last paragraph of the definition “EBITDA.”<\/p>\n

“Pro Forma MS Test<\/u>” has the meaning specified in the definition
\n“Material Subsidiary.”<\/p>\n

“Public Lender<\/u>” has the meaning specified in Section 6.01<\/u>.<\/p>\n

“Qualifying Lender<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/p>\n

“Rate Contracts<\/u>” means any agreement with respect to any swap,
\nforward, future or derivative transaction or option or similar agreement
\ninvolving, or settled by reference to, one or more rates, currencies,
\ncommodities, equity or debt instruments or securities, or economic, financial or
\npricing indices or measures of economic, financial or pricing risk or value or
\nany similar transaction or any combination of these transactions,
\nprovided<\/u> that no phantom stock, deferred compensation arrangement or
\nsimilar plan providing for payments only on account of past or future services
\nprovided by current or former directors, officers, employees or consultants of
\nany Borrower or its Subsidiaries shall be a Rate Contract.<\/p>\n

“Receivables Assets<\/u>” means accounts receivable, indebtedness and other
\nobligations owed to or owned by the Borrowers or any Subsidiary (whether now
\nexisting or arising or acquired in the future) arising in the ordinary course of
\nbusiness from the sale of goods or services (including any indebtedness or
\nobligation constituting an account, chattel paper, instrument or general
\nintangible), together with all related security, collateral, collections,
\ncontracts, contract rights, guarantees or other obligations in respect thereof,
\nall proceeds and supporting obligations and all other related assets which are
\nof the type customarily transferred in connection with a sale, factoring,
\nfinancing or securitization transaction involving accounts receivable.<\/p>\n

“Recipient<\/u>” means (a) the Administrative Agent, (b) any Lender, (c)
\nany L\/C Issuer and (d) any other recipient of any payment to be made by or on
\nbehalf of any Loan Party.<\/p>\n

“Register<\/u>” has the meaning specified in Section 10.06(c)<\/u>.<\/p>\n

“Related Parties<\/u>” means, with respect to any Person, such Person153s
\nAffiliates and the partners, directors, officers, employees, agents and advisors
\nof such Person and of such Person153s Affiliates.<\/p>\n

“Reportable Event<\/u>” means a reportable event within the meaning of
\nSection 4043 of ERISA and applicable regulations thereunder, but shall not
\ninclude a reportable event for which the notice requirement has been waived.\n<\/p>\n

“Request for Credit Extension<\/u>” means (a) with respect to a Borrowing,
\nconversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
\nrespect to an L\/C Credit Extension, a Letter of Credit Application, and (c) with
\nrespect to a Swing Line Loan, a Swing Line Loan Notice.<\/p>\n

26<\/p>\n

\n

<\/p>\n

“Required Lenders<\/u>” means, as of any date of determination, Lenders
\nhaving more than 50% of the sum of (a) the Aggregate Revolving Credit Commitment
\nplus (b) the aggregate outstanding principal amount of the Term Loans; provided,
\nhowever, that if the commitment of the Revolving Credit Lenders to make
\nRevolving Credit Loans and the obligation of the L\/C Issuer to make L\/C Credit
\nExtensions have expired or been terminated, “Required Lenders<\/u>” means
\nLenders holding in the aggregate more than 50% of the Total Outstandings (with
\nthe aggregate amount of each Revolving Credit Lender153s risk participation and
\nfunded participation in L\/C Obligations and Swing Line Loans being deemed “held”
\nby such Revolving Credit Lender for purposes of this definition);
\nprovided<\/u> that the unused Revolving Credit Commitment of, and the portion
\nof the Total Outstandings held or deemed held by, any Defaulting Lender shall be
\nexcluded for purposes of making a determination of Required Lenders.<\/p>\n

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

“Required Term A Lenders<\/u>” means, as of any date of determination, Term
\nA Lenders holding more than 50% of the Term A Facility or the commitments
\nthereunder on such date.<\/p>\n

“Requirements of Law<\/u>” applicable to any Person means (a) the articles
\nor certificate of incorporation and by-laws, partnership agreement or other
\norganizational or governing documents of such Person, (b) any Governmental Rule
\napplicable to such Person, (c) any license, permit, approval or other
\nauthorization granted by any Governmental Authority to or for the benefit of
\nsuch Person or (d) any judgment, decision or determination of any Governmental
\nAuthority or arbitrator, in each case applicable to or binding upon such Person
\nor any of its property or to which such Person or any of its property is
\nsubject.<\/p>\n

“Responsible Officer<\/u>” means, with respect to any Loan Party, such Loan
\nParty153s chief executive officer, chief financial officer, treasurer, vice
\npresident : finance, controller, assistant controller, assistant treasurer,
\ndirector of treasury operations, corporate secretary, assistant secretary,
\ndirector or any other officer or authorized representative of such Loan Party
\ndesignated from time to time by its board of directors or equivalent governing
\nbody to execute and deliver any document, instrument or agreement hereunder.\n<\/p>\n

“Revaluation Date<\/u>” means (a) with respect to any Loan, each of the
\nfollowing: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated
\nin an Alternative Currency, (ii) each date of a continuation of a Eurocurrency
\nRate Loan denominated in an Alternative Currency pursuant to Section
\n2.02<\/u>, and (iii) such additional dates as the Administrative Agent shall in
\ngood faith determine or the Required Lenders shall in good faith require; and
\n(b) with respect to any Letter of Credit, each of the following: (i) each date
\nof issuance of a Letter of Credit denominated in an Alternative Currency, (ii)
\neach date of an amendment of any such Letter of Credit having the effect of
\nincreasing the amount thereof (solely with respect to the<\/p>\n

27<\/p>\n

\n

<\/p>\n

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

“Revolving Credit Borrowing<\/u>” means a borrowing consisting of
\nsimultaneous Revolving Credit Loans of the same Type and, in the case of
\nEurocurrency Rate Loans, having the same Interest Period made by each of the
\nRevolving Credit Lenders pursuant to Section 2.01(b)<\/u>.<\/p>\n

“Revolving Credit Commitment<\/u>” means, as to each Revolving Credit
\nLender, its obligation to (a) make Revolving Credit Loans to the Borrowers
\npursuant to Section 2.01(b)<\/u>, (b) purchase participations in L\/C
\nObligations, and (c) purchase participations in Swing Line Loans, in an
\naggregate principal amount at any one time outstanding not to exceed the Dollar
\nEquivalent of the amount set forth opposite such Lender153s name on Schedule
\n2.01<\/u> under the caption “Revolving Credit Commitment” or opposite such
\ncaption in the Assignment and Assumption pursuant to which such Lender becomes a
\nparty hereto, as applicable, as such amount may be adjusted from time to time in
\naccordance with this Agreement.<\/p>\n

“Revolving Credit Facility<\/u>” means, at any time, the aggregate amount
\nof the Revolving Credit Lenders153 Revolving Credit Commitments at such time.<\/p>\n

“Revolving Credit Lender<\/u>” means, at any time, any Lender that has a
\nRevolving Credit Commitment at such time or that, after the Aggregate Revolving
\nCredit Commitment has expired or been terminated, holds a Revolving Credit Loan
\nor a participation in a Letter of Credit or Swing Line Loan.<\/p>\n

“Revolving Credit Loan<\/u>” has the meaning specified in Section
\n2.01(b)<\/u>.<\/p>\n

“Revolving Credit Note<\/u>” means a promissory note made by the Borrower
\nin favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing
\nLine Loans, as the case may be, made by such Revolving Credit Lender,
\nsubstantially in the form of Exhibit C-2<\/u>.<\/p>\n

“S&P<\/u>” means Standard & Poor153s Ratings Services, a division of
\nThe McGraw-Hill Companies, Inc. and any successor thereto.<\/p>\n

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

“SEC<\/u>” means the U.S. Securities and Exchange Commission, or any
\nGovernmental Authority succeeding to any of its principal functions.<\/p>\n

“Securitization Attributable Indebtedness<\/u>” means the amount of
\nobligations outstanding under the legal documents entered into as part of any
\naccounts receivable securitization or similar transaction relating to accounts
\nreceivable originated by FIL or its Subsidiaries on any<\/p>\n

28<\/p>\n

\n

<\/p>\n

date of determination that corresponds to the outstanding net investment
\n(including loans) of, or cash purchase price paid by, the unaffiliated third
\nparty purchasers or financial institutions participating in such transaction
\nand, as such, would be characterized as principal if such securitization were
\nstructured as a secured lending transaction rather than as a purchase (or, to
\nthe extent structured as a secured lending transaction, is principal). For the
\navoidance of doubt, “Securitization Attributable Indebtedness” shall not include
\n(a) obligations that correspond to a deferred purchase price or other
\nconsideration owing to FIL or any of its Subsidiaries funded on a deferred basis
\nfrom the proceeds of the collections on such receivables, a subordinated
\ninterest held by FIL or any of its Subsidiaries or the reserve or
\nover-collateralization established or maintained for the benefit of the
\nunaffiliated third party purchasers or financial institutions participating in
\nsuch transaction, and (b) obligations arising under uncommitted factoring
\narrangements and similar uncommitted sale transactions.<\/p>\n

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

“Solicited Discounted Prepayment Amount<\/u>” has the meaning specified in
\nSection 2.05(a)(ii)<\/u>.<\/p>\n

“Solicited Discounted Prepayment Offer<\/u>” means the irrevocable written
\noffer by each Lender submitted following the Administrative Agent153s receipt of a
\nSolicited Discounted Prepayment Notice.<\/p>\n

“Solicited Discounted Prepayment Notice<\/u>” means a written notice of the
\nBorrower of Solicited Discounted Prepayment Offers made pursuant to Section
\n2.05(a)(ii)<\/u> in form reasonably satisfactory to the Auction Agent.<\/p>\n

“Solicited Discounted Prepayment Response Date<\/u>” has the meaning
\nspecified in Section 2.05(a)(ii)<\/u>.<\/p>\n

“Solicited Discount Proration<\/u>” has the meaning specified in
\nSection 2.05(a)(ii)<\/u>.<\/p>\n

“Solvent<\/u>” means, with respect to any Person on any date, that on such
\ndate (a) the fair value of the property of such Person is greater than the fair
\nvalue of the liabilities (including contingent, subordinated, matured and
\nunliquidated liabilities) of such Person, (b) such Person does not intend to,
\nand does not believe that it will, incur debts or liabilities beyond such
\nPerson153s ability to pay as such debts and liabilities mature and (c) such Person
\nis not engaged in or about to engage in business or transactions for which such
\nPerson153s property would constitute an unreasonably small capital.<\/p>\n

“SPC<\/u>” has the meaning specified in Section 10.06(h)<\/u>.<\/p>\n

29<\/p>\n

\n

<\/p>\n

“Special Notice Currency<\/u>” means at any time an Alternative Currency,
\nother than the currency of a country that is a member of the Organization for
\nEconomic Cooperation and Development at such time located in North America or
\nEurope.<\/p>\n

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

“Sterling<\/u>” and “ <\/u>” mean the lawful currency of the United
\nKingdom.<\/p>\n

“Submitted Amount<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/p>\n

“Submitted Discount<\/u>” has the meaning specified in Section
\n2.05(a)(ii)<\/u>.<\/p>\n

“Subsidiary<\/u>” of any Person means (a) any corporation of which more
\nthan 50% of the issued and outstanding Equity Securities having ordinary voting
\npower to elect a majority of the board of directors of such corporation
\n(irrespective of whether at the time capital stock of any other class or classes
\nof such corporation shall or might have voting power upon the occurrence of any
\ncontingency) is at the time directly or indirectly owned or controlled by such
\nPerson, by such Person and one or more of its other Subsidiaries or by one or
\nmore of such Person153s other Subsidiaries, (b) any partnership, joint venture,
\nlimited liability company or other association of which more than 50% of the
\nequity interest having the power to vote, direct or control the management of
\nsuch partnership, joint venture or other association is at the time owned and
\ncontrolled by such Person, by such Person and one or more of the other
\nSubsidiaries or by one or more of such Person153s other Subsidiaries, or (c) any
\nother Person included in the Financial Statements of such Person on a
\nconsolidated basis. All references in this Agreement and the other Loan
\nDocuments to Subsidiaries of FIL shall, unless otherwise indicated, include any
\nof the other Borrowers and their Subsidiaries.<\/p>\n

“Subsidiary Guarantors<\/u>” means, collectively, each Subsidiary of FIL
\nwhich on the Closing Date or thereafter (pursuant to Section 6.10(a))<\/u>
\nexecutes the Subsidiary Guaranty. The Subsidiary Guarantors as of the Closing
\nDate (subject to Section 10.22) are identified on Schedule 1.01(ii)<\/u>.<\/p>\n

“Subsidiary Guaranty<\/u>” means the Subsidiary Guaranty (including
\ncounterparts thereof and joinders thereto) made by the Subsidiary Guarantors in
\nfavor of the Administrative Agent and the Lenders, substantially in the form of
\nExhibit G<\/u>.<\/p>\n

30<\/p>\n

\n

<\/p>\n

“Substitute Guaranty<\/u>” means a counterpart of or joinder to the
\nSubsidiary Guaranty (or such other document as the Administrative Agent shall
\ndeem appropriate) executed by a Substitute Guarantor pursuant to the second
\nsentence of Section 6.10(a)<\/u>.<\/p>\n

“Substitute Guarantors<\/u>” means Significant Subsidiaries of the Company
\nwhich (a) are not then Subsidiary Guarantors and (b) in the aggregate, have
\nAdjusted Revenues or hold assets (excluding Intercompany Receivables and
\nInvestments in FIL or any other FIL Subsidiary) that are at least equal to the
\nAdjusted Revenues or assets (as applicable) of a CFC referred to in clause (c)
\nof the definition of “Ineligible Material Subsidiary” with respect to which the
\nCompany has elected not to provide a Subsidiary Guaranty.<\/p>\n

“Surety Instruments<\/u>” means all letters of credit (including standby
\nand commercial), banker153s acceptances, bank guaranties, shipside bonds, surety
\nbonds and similar instruments.<\/p>\n

“Swing Line Borrowing<\/u>” means a borrowing of a Swing Line Loan pursuant
\nto Section 2.04<\/u>.<\/p>\n

“Swing Line Lender<\/u>” means Bank of America in its capacity as provider
\nof Swing Line Loans, or any successor swing line lender hereunder.<\/p>\n

“Swing Line Loan<\/u>” has the meaning specified in Section
\n2.04(a)<\/u>.<\/p>\n

“Swing Line Loan Notice<\/u>” means a notice of a Swing Line Borrowing
\npursuant to Section 2.04(b)<\/u>, which, if in writing, shall be substantially
\nin the form of Exhibit B<\/u>.<\/p>\n

“Swing Line Sublimit<\/u>” means an amount equal to the lesser of (a)
\n$300,000,000 and (b) the Aggregate Revolving Credit Commitment. The Swing Line
\nSublimit is part of, and not in addition to, the Aggregate Revolving Credit
\nCommitment.<\/p>\n

“Synthetic Lease Obligation<\/u>” means the monetary obligation of a Person
\nas a lessee under (a) a so-called synthetic or tax retention lease, where such
\ntransaction is considered borrowed money indebtedness for tax purposes or
\nbankruptcy purposes but is classified as an operating lease in accordance with
\nGAAP or (b) a lease, funding agreement or other arrangement for the use or
\npossession of real or personal property pursuant to which the lessor is treated
\nas the owner of such property for accounting purposes and the lessee is treated
\nas the owner of such property for federal income tax purposes and which creates
\nobligations that do not appear as borrowed money indebtedness on the balance
\nsheet of such Person but which, upon the insolvency or bankruptcy of such
\nPerson, would be characterized as the borrowed money indebtedness of such Person
\n(without regard to accounting treatment).<\/p>\n

“TARGET Day<\/u>” means any day on which the Trans-European Automated
\nReal-time Gross Settlement Express Transfer (TARGET) payment system (or, if such
\npayment system ceases to be operative, such other payment system (if any)
\ndetermined by the Administrative Agent to be a suitable replacement) is open for
\nthe settlement of payments in Euro.<\/p>\n

“Taxes<\/u>” means all present or future taxes, levies, imposts, duties,
\ndeductions, withholdings (including back-up withholding), assessments, fees or
\nother similar charges<\/p>\n

31<\/p>\n

\n

<\/p>\n

imposed by any Governmental Authority, including any interest, additions to
\ntax or penalties applicable thereto.<\/p>\n

“Term A Borrowing<\/u>” means a borrowing consisting of simultaneous Term A
\nLoans of the same Type and, in the case of Eurocurrency Rate Loans, having the
\nsame Interest Period made by each of the Term A Lenders pursuant to Section
\n2.01(a)<\/u>.<\/p>\n

“Term A Commitment<\/u>” means, as to each Term A Lender, its obligation to
\nmake Term A Loans to the Borrower pursuant to Section 2.01(a)<\/u> in an
\naggregate principal amount at any one time outstanding not to exceed the amount
\nset forth opposite such Term A Lender153s name on Schedule 2.01<\/u> under the
\ncaption “Term A Commitment” or opposite such caption in the Assignment and
\nAssumption pursuant to which such Term A Lender becomes a party hereto, as
\napplicable, as such amount may be adjusted from time to time in accordance with
\nthis Agreement.<\/p>\n

“Term A Facility<\/u>” means, at any time, (a) on or prior to the Closing
\nDate, the aggregate amount of the Term A Commitments at such time and (b)
\nthereafter, the aggregate principal amount of the Term A Loans of all Term A
\nLenders outstanding at such time.<\/p>\n

“Term A Lender<\/u>” means (a) at any time on or prior to the Closing Date,
\nany Lender that has a Term A Commitment at such time and (b) at any time after
\nthe Closing Date, any Lender that holds Term A Loans at such time.<\/p>\n

“Term A Loan<\/u>” means an advance made by any Term A Lender under the
\nTerm A Facility.<\/p>\n

“Term Borrowing<\/u>” means either a Term A Borrowing or an Incremental
\nTerm Borrowing.<\/p>\n

“Term Facilities<\/u>” means, at any time, the Term A Facility and each
\nIncremental Term Facility.<\/p>\n

“Term Increase Effective Date<\/u>” has the meaning specified in
\nSection 2.16(d)<\/u>.<\/p>\n

“Term Lender<\/u>” means, at any time, a Term A Lender or an Incremental
\nTerm Lender.<\/p>\n

“Term Loan<\/u>” means a Term A Loan and any Incremental Term Loan.<\/p>\n

“Term Note<\/u>” means a promissory note made by the Borrower in favor of a
\nTerm Lender evidencing a Term Loan made by such Lender, substantially in the
\nform of Exhibit C-1<\/u>.<\/p>\n

“Total Outstandings<\/u>” means the aggregate Outstanding Amount of all
\nLoans and all L\/C Obligations.<\/p>\n

“Total Revolving Credit Outstandings<\/u>” means the aggregate Outstanding
\nAmount of all Revolving Credit Loans, all Swing Line Loans and all L\/C
\nObligations.<\/p>\n

32<\/p>\n

\n

<\/p>\n

“Type<\/u>” means, with respect to a Committed Loan, its character as a
\nBase Rate Loan or a Eurocurrency Rate Loan.<\/p>\n

“United States<\/u>” and “U.S.<\/u>” mean the United States of America.\n<\/p>\n

“U.S. Borrower<\/u>” means any Borrower that is a U.S. Person.<\/p>\n

“U.S. Person<\/u>” means any Person that is a “United States Person” as
\ndefined in Section 7701(a)(30) of the Code.<\/p>\n

“U.S. Tax Compliance Certificate<\/u>” has the meaning assigned to such
\nterm in Section 3.01(g)<\/u>.<\/p>\n

“Unreimbursed Amount<\/u>” has the meaning specified in Section
\n2.03(c)(i)<\/u>.<\/p>\n

“Wholly-Owned Subsidiary<\/u>” means any Subsidiary of which more than 90%
\nof the issued and outstanding Equity Securities are owned, directly or
\nindirectly, by FIL.<\/p>\n

“Yen<\/u>” and “ \u00a5<\/u>” mean the lawful currency of Japan.<\/p>\n

1.02<\/strong> Other Interpretive Provisions.<\/strong> With
\nreference to this Agreement and each other Loan Document, unless otherwise
\nspecified herein or in such other Loan Document:<\/p>\n

(a) The definitions of terms herein shall apply equally to the singular and
\nplural forms of the terms defined. Whenever the context may require, any pronoun
\nshall include the corresponding masculine, feminine and neuter forms. The words
\n“include<\/u>,” “includes<\/u>” and “including<\/u>” shall be deemed to be
\nfollowed by the phrase “without limitation.” The word “will<\/u>” shall be
\nconstrued to have the same meaning and effect as the word “shall<\/u>.” Unless
\nthe context requires otherwise, (i) any definition of or reference to any
\nagreement, instrument or other document shall be construed as referring to such
\nagreement, instrument or other document as from time to time amended,
\nsupplemented or otherwise modified (subject to any restrictions on such
\namendments, supplements or modifications set forth herein or in any other Loan
\nDocument), (ii) any reference herein to any Person shall be construed to include
\nsuch Person153s successors and assigns, (iii) the words “herein<\/u>,”
\n“hereof<\/u>” and “hereunder<\/u>,” and words of similar import when used in
\nany Loan Document, shall be construed to refer to such Loan Document in its
\nentirety and not to any particular provision thereof, (iv) all references in a
\nLoan Document to Articles, Sections, Exhibits and Schedules shall be construed
\nto refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
\nDocument in which such references appear, (v) any reference to any law shall
\ninclude all statutory and regulatory provisions consolidating, amending,
\nreplacing or interpreting such law and any reference to any law or regulation
\nshall, unless otherwise specified, refer to such law or regulation as amended,
\nmodified or supplemented from time to time, and (vi) the words “asset<\/u>”
\nand “property<\/u>” shall be construed to have the same meaning and effect and
\nto refer to any and all tangible and intangible assets and properties, including
\ncash, securities, accounts and contract rights.<\/p>\n

(b) In the computation of periods of time from a specified date to a later
\nspecified date, the word “from<\/u>” means “from and including<\/u>“; the
\nwords “to<\/u>” and “until<\/u>” each mean “to but excluding<\/u>“; and
\nthe word “through<\/u>” means “to and including<\/u>.”<\/p>\n

33<\/p>\n

\n

<\/p>\n

(c) Section headings herein and in the other Loan Documents are included for
\nconvenience of reference only and shall not affect the interpretation of this
\nAgreement or any other Loan Document.<\/p>\n

1.03<\/strong> Accounting Terms.<\/strong><\/p>\n

(a) Generally<\/u>. All accounting terms not specifically or completely
\ndefined herein shall be construed in conformity with, and all financial data
\n(including financial ratios and other financial calculations) required to be
\nsubmitted pursuant to this Agreement shall be prepared in conformity with, GAAP
\napplied on a consistent basis, as in effect from time to time, applied in a
\nmanner consistent with that used in preparing the audited Financial Statements
\ndated as of March 31, 2011, except<\/u> as otherwise specifically prescribed
\nherein. Notwithstanding the foregoing, for purposes of determining compliance
\nwith any covenant (including the computation of any financial covenant)
\ncontained herein, Indebtedness of the Borrower and its Subsidiaries shall be
\ndeemed to be carried at 100% of the outstanding principal amount thereof, and
\nthe effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall
\nbe disregarded.<\/p>\n

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

(c) Consolidation of Variable Interest Entities<\/u>. All references herein
\nto consolidated financial statements of the Company and its Subsidiaries or to
\nthe determination of any amount for the Company and its Subsidiaries on a
\nconsolidated basis or any similar reference shall, in each case, be deemed to
\ninclude each variable interest entity that the Company is required to
\nconsolidate pursuant to FASB Interpretation No. 46 : Consolidation of Variable\n<\/p>\n

34<\/p>\n

\n

<\/p>\n

Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such
\nvariable interest entity were a Subsidiary as defined herein.<\/p>\n

1.04<\/strong> Rounding.<\/strong> Any financial ratios
\nrequired to be maintained by the Borrower pursuant to this Agreement shall be
\ncalculated by dividing the appropriate component by the other component,
\ncarrying the result to one place more than the number of places by which such
\nratio is expressed herein and rounding the result up or down to the nearest
\nnumber (with a rounding-up if there is no nearest number).<\/p>\n

1.05<\/strong> Exchange Rates; Currency Equivalents.<\/strong>\n<\/p>\n

(a) The Administrative Agent or the L\/C Issuer, as applicable, shall
\ndetermine the Spot Rates as of each Revaluation Date to be used for calculating
\nDollar Equivalent amounts of Credit Extensions and Outstanding Amounts
\ndenominated in Alternative Currencies. Such Spot Rates shall become effective as
\nof such Revaluation Date and shall be the Spot Rates employed in converting any
\namounts between the applicable currencies until the next Revaluation Date to
\noccur. Except for purposes of financial statements delivered by Loan Parties
\nhereunder or calculating financial covenants hereunder or except as otherwise
\nprovided herein, the applicable amount of any currency (other than Dollars) for
\npurposes of the Loan Documents shall be such Dollar Equivalent amount as so
\ndetermined by the Administrative Agent or the L\/C Issuer, as applicable.<\/p>\n

(b) Wherever in this Agreement in connection with a Committed Borrowing,
\nconversion, continuation or prepayment of a Eurocurrency Rate Loan or the
\nissuance, amendment or extension of a Letter of Credit, an amount, such as a
\nrequired minimum or multiple amount, is expressed in Dollars, but such Committed
\nBorrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an
\nAlternative Currency, such amount shall be the relevant Alternative Currency
\nEquivalent of such Dollar amount (rounded to the nearest unit of such
\nAlternative Currency, with 0.5 of a unit being rounded upward), as determined by
\nthe Administrative Agent or the L\/C Issuer, as the case may be.<\/p>\n

1.06<\/strong> Additional Alternative Currencies.<\/strong>\n<\/p>\n

(a) The Company may from time to time request that Eurocurrency Rate Loans be
\nmade and\/or Letters of Credit be issued in a currency other than those
\nspecifically listed in the definition of “Alternative Currency”; provided<\/u>
\nthat such requested currency is a lawful currency (other than Dollars) that is
\nreadily available and freely transferable and convertible into Dollars. In the
\ncase of any such request with respect to the making of Eurocurrency Rate Loans,
\nsuch request shall be subject to the approval of the Administrative Agent and
\nthe Revolving Credit Lenders; and in the case of any such request with respect
\nto the issuance of Letters of Credit, such request shall be subject to the
\napproval of the Administrative Agent and the L\/C Issuer.<\/p>\n

(b) Any such request shall be made to the Administrative Agent not later than
\n8:00 a.m., 15 days prior to the date of the desired Credit Extension (or such
\nother time or date as may be agreed by the Administrative Agent and, in the case
\nof any such request pertaining to Letters of Credit, the L\/C Issuer, in its or
\ntheir sole discretion). In the case of any such request<\/p>\n

35<\/p>\n

\n

<\/p>\n

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

(c) Any failure by a Revolving Credit Lender or the L\/C Issuer, as the case
\nmay be, to respond to such request within the time period specified in the
\npreceding sentence shall be deemed to be a refusal by such Revolving Credit
\nLender or the L\/C Issuer, as the case may be, to permit Eurocurrency Rate Loans
\nto be made or Letters of Credit to be issued in such requested currency. If the
\nAdministrative Agent and all the Revolving Credit Lenders consent to making
\nEurocurrency Rate Loans in such requested currency, the Administrative Agent
\nshall so notify the Company and such currency shall thereupon be deemed for all
\npurposes to be an Alternative Currency hereunder for purposes of any Revolving
\nCredit Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent
\nand the L\/C Issuer consent to the issuance of Letters of Credit in such
\nrequested currency, the Administrative Agent shall so notify the Company and
\nsuch currency shall thereupon be deemed for all purposes to be an Alternative
\nCurrency hereunder for purposes of any Letter of Credit issuances. If the
\nAdministrative Agent shall fail to obtain consent to any request for an
\nadditional currency under this Section 1.06<\/u>, the Administrative Agent
\nshall promptly so notify the Company. Any specified currency of an Existing
\nLetter of Credit that is neither Dollars nor one of the Alternative Currencies
\nspecifically listed in the definition of “Alternative Currency” shall be deemed
\nan Alternative Currency with respect to such Existing Letter of Credit only.\n<\/p>\n

1.07<\/strong> Change of Currency.<\/strong><\/p>\n

(a) Each obligation of the Borrowers to make a payment denominated in the
\nnational currency unit of any member state of the European Union that adopts the
\nEuro as its lawful currency after the date hereof shall be redenominated into
\nEuro at the time of such adoption (in accordance with the EMU Legislation). If,
\nin relation to the currency of any such member state, the basis of accrual of
\ninterest expressed in this Agreement in respect of that currency shall be
\ninconsistent with any convention or practice in the London interbank market for
\nthe basis of accrual of interest in respect of the Euro, such expressed basis
\nshall be replaced by such convention or practice with effect from the date on
\nwhich such member state adopts the Euro as its lawful currency; provided<\/u>
\nthat if any Committed Borrowing in the currency of such member state is
\noutstanding immediately prior to such date, such replacement shall take effect,
\nwith respect to such Committed Borrowing, at the end of the then current
\nInterest Period.<\/p>\n

(b) Each provision of this Agreement shall be subject to such reasonable
\nchanges of construction as the Administrative Agent may from time to time
\nspecify to be appropriate to reflect the adoption of the Euro by any member
\nstate of the European Union and any relevant market conventions or practices
\nrelating to the Euro.<\/p>\n

36<\/p>\n

\n

<\/p>\n

(c) Each provision of this Agreement also shall be subject to such reasonable
\nchanges of construction as the Administrative Agent may from time to time
\nspecify to be appropriate to reflect a change in currency of any other country
\nand any relevant market conventions or practices relating to the change in
\ncurrency.<\/p>\n

1.08<\/strong> Times of Day.<\/strong> Unless otherwise
\nspecified, all references herein to times of day shall be references to Pacific
\ntime (daylight or standard, as applicable).<\/p>\n

1.09<\/strong> Letter of Credit Amounts.<\/strong> Unless
\notherwise specified herein, the amount of a Letter of Credit at any time shall
\nbe deemed to be the Dollar Equivalent of the stated amount of such Letter of
\nCredit in effect at such time; provided<\/u>, however<\/u>, that with
\nrespect to any Letter of Credit that, by its terms or the terms of any Issuer
\nDocument related thereto, provides for one or more automatic increases in the
\nstated amount thereof, the amount of such Letter of Credit shall be deemed to be
\nthe Dollar Equivalent of the maximum stated amount of such Letter of Credit
\nafter giving effect to all such increases, whether or not such maximum stated
\namount is in effect at such time.<\/p>\n

ARTICLE II.
\nTHE COMMITMENTS AND CREDIT EXTENSIONS<\/strong><\/p>\n

2.01<\/strong> The Loans.<\/strong> (a) The Term A
\nBorrowing<\/u>. Subject to the terms and conditions set forth herein, each Term A
\nLender severally agrees to make a single loan to FIL on the Closing Date in an
\namount not to exceed the Term A Commitment of such Term A Lender. The Term A
\nBorrowing shall consist of Term A Loans made simultaneously by the Term A
\nLenders in accordance with their respective Applicable Percentage of the Term A
\nFacility. Amounts borrowed under this Section 2.01(a)<\/u> and repaid or
\nprepaid may not be reborrowed. Term A Loans may be Base Rate Loans or
\nEurocurrency Rate Loans, as further provided herein. Each Term A Loan shall be
\ndenominated in Dollars.<\/p>\n

(b) The Revolving Credit Borrowings<\/u>. Subject to the terms and
\nconditions set forth herein, each Revolving Credit Lender severally agrees to
\nmake loans (each such loan, a “Revolving Credit Loan<\/u>“) to the Borrowers
\nin Dollars or in one or more Alternative Currencies from time to time, on any
\nBusiness Day during the Availability Period, in an aggregate amount not to
\nexceed at any time outstanding the amount of such Lender153s Revolving Credit
\nCommitment; provided<\/u>, however<\/u>, that after giving effect to any
\nRevolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall
\nnot exceed the Aggregate Revolving Credit Commitment, (ii) the aggregate
\nOutstanding Amount of the Revolving Credit Loans of any Lender, plus<\/u>
\nsuch Revolving Credit Lender153s Applicable Percentage of the Outstanding Amount
\nof all L\/C Obligations, plus<\/u> such Revolving Credit Lender153s Applicable
\nPercentage of the Outstanding Amount of all Swing Line Loans shall not exceed
\nsuch Revolving Credit Lender153s Revolving Credit Commitment, (iii) the aggregate
\nOutstanding Amount of all Revolving Credit Loans made to the Designated
\nBorrowers shall not exceed the Designated Borrower Sublimit, and (iv) the
\naggregate Outstanding Amount of all Revolving Credit Loans and Letters of Credit
\ndenominated in Alternative Currencies shall not exceed the Alternative Currency
\nSublimit. Within the limits of each Revolving Credit Lender153s Revolving Credit
\nCommitment, and subject to the other terms and conditions hereof, the Borrowers
\nmay borrow under this Section 2.01<\/u>,<\/p>\n

37<\/p>\n

\n

<\/p>\n

prepay under Section 2.05<\/u>, and reborrow under this Section
\n2.01<\/u>. Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate
\nLoans, as further provided herein.<\/p>\n

2.02<\/strong> Borrowings, Conversions and Continuations of
\nLoans.<\/strong><\/p>\n

(a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of
\nTerm Loans or Revolving Credit Loans from one Type to the other, and each
\ncontinuation of Eurocurrency Rate Loans shall be made upon the Company153s
\nirrevocable notice to the Administrative Agent, which may be given by telephone.
\nEach such notice must be received by the Administrative Agent not later than (i)
\n10:00 a.m. (x) three Business Days prior to the requested date of any Borrowing
\nof, conversion to or continuation of Eurocurrency Rate Loans denominated in
\nDollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars
\nto Base Rate Committed Loans, or (y) four Business Days (or five Business Days
\nin the case of a Special Notice Currency) prior to the requested date of any
\nBorrowing or continuation of Eurocurrency Rate Loans denominated in Alternative
\nCurrencies, and (ii) 3:00 p.m. on the Business Day prior to the date of any
\nBorrowing of Base Rate Loans which are Revolving Credit Loans. Each telephonic
\nnotice by the Company pursuant to this Section 2.02(a)<\/u> must be confirmed
\npromptly by delivery to the Administrative Agent of a written Committed Loan
\nNotice, appropriately completed and signed by a Responsible Officer of the
\nCompany. Each Borrowing of, conversion to or continuation of Eurocurrency Rate
\nLoans shall be in a principal amount of $5,000,000 or a whole multiple of
\n$1,000,000 in excess thereof. Except as provided in Sections 2.03(c)<\/u> and
\n2.04(c)<\/u>, each Committed Borrowing of or conversion to Base Rate Committed
\nLoans shall be in a principal amount of $500,000 or a whole multiple of $100,000
\nin excess thereof. Each Committed Loan Notice (whether telephonic or written)
\nshall specify (A) whether the Company is requesting a Committed Borrowing, a
\nconversion of Committed Loans from one Type to the other, or a continuation of
\nEurocurrency Rate Loans, (B) the requested date of the Borrowing, conversion or
\ncontinuation, as the case may be (which shall be a Business Day), (C) the
\nprincipal amount of Committed Loans to be borrowed, converted or continued, (D)
\nthe Type of Committed Loans to be borrowed or to which existing Committed Loans
\nare to be converted, (E) if applicable, the duration of the Interest Period with
\nrespect thereto, (F) the currency of the Committed Loans to be borrowed, and (G)
\nif applicable, the Designated Borrower. If the Company fails to specify a
\ncurrency in a Committed Loan Notice requesting a Borrowing, then the Committed
\nLoans so requested shall be made in Dollars. If the Company fails to specify a
\nType of Committed Loan in a Committed Loan Notice or if the Company fails to
\ngive a timely notice requesting a conversion or continuation, then the
\napplicable Term Loans or Revolving Credit Loans shall be made as, or converted
\nto, Base Rate Loans; provided<\/u>, however<\/u>, that in the case of a
\nfailure to timely request a continuation of Committed Loans denominated in an
\nAlternative Currency, such Loans shall be continued as Eurocurrency Rate Loans
\nin their original currency with an Interest Period of one month. Any automatic
\nconversion to Base Rate Loans shall be effective as of the last day of the
\nInterest Period then in effect with respect to the applicable Eurocurrency Rate
\nLoans. If the Company requests a Borrowing of, conversion to, or continuation of
\nEurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify
\nan Interest Period, it will be deemed to have specified an Interest Period of
\none month. No Committed Loan may be converted into or continued as a Committed
\nLoan denominated in a different currency, but instead must be prepaid in the
\noriginal currency of such Committed Loan and reborrowed in the other currency.\n<\/p>\n

38<\/p>\n

\n

<\/p>\n

(b) Following receipt of a Committed Loan Notice, the Administrative Agent
\nshall promptly notify each Lender of the amount (and currency) of its Applicable
\nPercentage under the applicable Facility of the applicable Term A Loans or
\nRevolving Credit Loans, and if no timely notice of a conversion or continuation
\nis provided by the Company, the Administrative Agent shall notify each Lender of
\nthe details of any automatic conversion to Base Rate Loans. In the case of a
\nTerm A Borrowing, a Revolving Credit Borrowing or continuation of Committed
\nLoans denominated in a currency other than Dollars, in each case as described in
\nthe preceding subsection. In the case of a Committed Borrowing, each Appropriate
\nLender shall make the amount of its Committed Loan available to the
\nAdministrative Agent in Same Day Funds at the Administrative Agent153s Office for
\nthe applicable currency not later than 10:00 a.m., in the case of any Committed
\nLoan denominated in Dollars, and not later than the Applicable Time specified by
\nthe Administrative Agent in the case of any Committed Loan in an Alternative
\nCurrency, in each case on the Business Day specified in the applicable Committed
\nLoan Notice. Upon satisfaction of the applicable conditions set forth in
\nSection 4.02<\/u> (and, if such Borrowing is the initial Credit Extension,
\nSection 4.01<\/u>), the Administrative Agent shall make all funds so received
\navailable to the Company or the other applicable Borrower in like funds as
\nreceived by the Administrative Agent either by (i) crediting the account of such
\nBorrower on the books of Bank of America with the amount of such funds or (ii)
\nwire transfer of such funds, in each case in accordance with instructions
\nprovided to (and reasonably acceptable to) the Administrative Agent by the
\nCompany or other applicable Borrower; provided<\/u>, however<\/u>, that if,
\non the date the Committed Loan Notice with respect to Revolving Credit Borrowing
\ndenominated in Dollars is given by the Company, there are L\/C Borrowings
\noutstanding, then the proceeds of such Revolving Credit Borrowing,
\nfirst<\/u>, shall be applied to the payment in full of any such L\/C
\nBorrowings, and, second<\/u>, shall be made available to the applicable
\nBorrower as provided above.<\/p>\n

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be
\ncontinued or converted only on the last day of an Interest Period for such
\nEurocurrency Rate Loan. During the existence of a Default, no Loans may be
\nrequested as, converted to or continued as Eurocurrency Rate Loans (whether in
\nDollars or any Alternative Currency) without the consent of the Required
\nLenders, and the Required Lenders may demand that any or all of the then
\noutstanding Eurocurrency Rate Loans denominated in an Alternative Currency be
\nprepaid, or redenominated into Dollars in the amount of the Dollar Equivalent
\nthereof, on the last day of the then current Interest Period with respect
\nthereto.<\/p>\n

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

(e) After giving effect to all Term A Borrowings, all conversions of Term A
\nLoans from one Type to the other, and all continuations of Term A Loans as the
\nsame Type, there shall not be more than 3 Interest Periods in effect with
\nrespect to each Term Facility. After giving effect to all Revolving Credit
\nBorrowings, all conversions of Revolving Credit Loans from one Type to the
\nother, and all continuations of Revolving Credit Loans as the same Type,<\/p>\n

39<\/p>\n

\n

<\/p>\n

there shall not be more than 10 Interest Periods in effect in respect of the
\nRevolving Credit Facility.<\/p>\n

2.03<\/strong> Letters of Credit.<\/strong><\/p>\n

(a) The Letter of Credit Commitment<\/u>.<\/p>\n

(i) Subject to the terms and conditions set forth herein, (A) the L\/C Issuer
\nagrees, in reliance upon the agreements of the Lenders set forth in this
\nSection 2.03<\/u>, (1) from time to time on any Business Day during the period
\nfrom the Closing Date until the Letter of Credit Expiration Date, to issue
\nLetters of Credit denominated in Dollars or in one or more Alternative
\nCurrencies for the account of the Company or any Designated Borrower, and to
\namend or extend Letters of Credit previously issued by it, in accordance with
\nsubsection (b) below, and (2) to honor drawings under the Letters of Credit; and
\n(B) the Revolving Credit Lenders severally agree to participate in Letters of
\nCredit issued for the account of the Company or any Designated Borrower and any
\ndrawings thereunder; provided<\/u> that after giving effect to any L\/C Credit
\nExtension with respect to any Letter of Credit, (w) the Total Revolving Credit
\nOutstandings shall not exceed the Aggregate Revolving Credit Commitment, (x) the
\naggregate Outstanding Amount of the Revolving Credit Loans of any Revolving
\nCredit Lender, plus<\/u> such Lender153s Applicable Percentage of the
\nOutstanding Amount of all L\/C Obligations, plus<\/u> such Lender153s Applicable
\nPercentage of the Outstanding Amount of all Swing Line Loans shall not exceed
\nsuch Lender153s Revolving Credit Commitment, (y) the Outstanding Amount of the L\/C
\nObligations shall not exceed the Letter of Credit Sublimit, and (z) the
\naggregate Outstanding Amount of all Revolving Credit Loans and Letters of Credit
\ndenominated in Alternative Currencies shall not exceed the Alternative Currency
\nSublimit. Each request by the Company for the issuance or amendment of a Letter
\nof Credit shall be deemed to be a representation by the Company that the L\/C
\nCredit Extension so requested complies with the conditions set forth in the
\nproviso to the preceding sentence. Within the foregoing limits, and subject to
\nthe terms and conditions hereof, the Company153s ability to obtain Letters of
\nCredit shall be fully revolving, and accordingly the Company and Designated
\nBorrowers may, during the foregoing period, obtain Letters of Credit to replace
\nLetters of Credit that have expired or that have been drawn upon and reimbursed.
\nAll Existing Letters of Credit shall be deemed to have been issued pursuant
\nhereto, and from and after the Closing Date shall be subject to and governed by
\nthe terms and conditions hereof.<\/p>\n

(ii) The L\/C Issuer shall not issue any Letter of Credit, if:<\/p>\n

(A) subject to Section 2.03(b)(iii)<\/u>, the expiry date of such requested
\nLetter of Credit would occur more than twelve months after the date of issuance
\nor last extension, unless the Required Revolving Lenders have approved such
\nexpiry date; or<\/p>\n

(B) the expiry date of such requested Letter of Credit would occur after the
\nLetter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders
\nhave approved such expiry date or (y) (1) the applicable L\/C Issuer has approved
\nsuch expiry date and (2) the expiry date of such Letter of Credit is not later
\nthan one year after the Letter of Credit Expiration Date; provided, however,
\nthat (x) in the case of a<\/p>\n

40<\/p>\n

\n

<\/p>\n

Letter of Credit with an expiry date after the Letter of Credit Expiration
\nDate (an “Extended Letter of Credit<\/u>“), the Company shall Cash
\nCollateralize such Letter of Credit (in an amount equal to 105% of the maximum
\nface amount of such Letter of Credit) in favor of the applicable L\/C Issuer by a
\ndate that is no later than 30 days prior to the Letter of Credit Expiration Date
\nand (y) on the Letter of Credit Expiration Date (1) all risk participations of
\nthe Revolving Credit Lenders in such Extended Letter of Credit and all
\nobligations of the Administrative Agent with respect to such Extended Letter of
\nCredit shall terminate (but, in either case, only with respect to drawings upon
\nsuch Extended Letter of Credit occurring after the Maturity Date for the
\nRevolving Credit Facility, it being understood that such participations and
\nobligations relative to drawings upon such Extended Letter of Credit on or prior
\nto such Maturity Date shall remain in full force and effect) and (2) fees on
\nsuch Extended Letter of Credit shall cease to accrue pursuant to Section
\n2.03(i)<\/u> and shall instead accrue as and to the extent separately agreed
\nbetween the applicable L\/C Issuer and the Company. Notwithstanding any provision
\nof Section 2.18<\/u> to the contrary, Cash Collateral required to be provided
\npursuant to this clause (B) shall be provided to and held by the applicable L\/C
\nIssuer for its own account to secure the applicable L\/C Obligations pursuant to
\ndocumentation and on terms satisfactory to the applicable L\/C Issuer.<\/p>\n

(iii) The L\/C Issuer shall not be under any obligation to issue any Letter of
\nCredit if:<\/p>\n

(A) any order, judgment or decree of any Governmental Authority or arbitrator
\nshall by its terms purport to enjoin or restrain the L\/C Issuer from issuing
\nsuch Letter of Credit, or any Requirement of Law applicable to the L\/C Issuer or
\nany request or directive (whether or not having the force of law) from any
\nGovernmental Authority with jurisdiction over the L\/C Issuer shall prohibit, or
\nrequest that the L\/C Issuer refrain from, the issuance of letters of credit
\ngenerally or such Letter of Credit in particular or shall impose upon the L\/C
\nIssuer with respect to such Letter of Credit any restriction, reserve or capital
\nrequirement (for which the L\/C Issuer is not otherwise compensated hereunder)
\nnot in effect on the Closing Date, or shall impose upon the L\/C Issuer any
\nunreimbursed loss, cost or expense which was not applicable on the Closing Date
\nand which the L\/C Issuer in good faith deems material to it;<\/p>\n

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

(C) except as otherwise agreed by the Administrative Agent and the L\/C
\nIssuer, such Letter of Credit is in an initial stated amount less than $100,000
\nin the case of a commercial Letter of Credit or $500,000 in the case of a
\nstandby Letter of Credit;<\/p>\n

(D) except as otherwise agreed by the Administrative Agent and the L\/C
\nIssuer, such Letter of Credit is to be denominated in a currency other than
\nDollars or an Alternative Currency;<\/p>\n

41<\/p>\n

\n

<\/p>\n

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

(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless
\nthe L\/C Issuer has entered into arrangements, including the delivery of Cash
\nCollateral or reallocation of payments to the Defaulting Lender in accordance
\nwith Section 2.19(a)(ii)<\/u>, satisfactory to the L\/C Issuer (in its sole
\ndiscretion) with the Borrower or such Lender to eliminate the L\/C Issuer153s
\nactual or potential Fronting Exposure (after giving effect to Section
\n2.19(a)(iv<\/u>)) with respect to the Defaulting Lender arising from either the
\nLetter of Credit then proposed to be issued or that Letter of Credit and all
\nother L\/C Obligations as to which the L\/C Issuer has actual or potential
\nFronting Exposure, as it may elect in its sole discretion.<\/p>\n

(iv) The L\/C Issuer shall not amend any Letter of Credit if the L\/C Issuer
\nwould not be permitted at such time to issue such Letter of Credit in its
\namended form under the terms hereof.<\/p>\n

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

(vi) The L\/C Issuer shall act on behalf of the Revolving Credit Lenders with
\nrespect to any Letters of Credit issued by it and the documents associated
\ntherewith, and the L\/C Issuer shall have all of the benefits and immunities (A)
\nprovided to the Administrative Agent in Article IX<\/u> with respect to any
\nacts taken or omissions suffered by the L\/C Issuer in connection with Letters of
\nCredit issued by it or proposed to be issued by it and Issuer Documents
\npertaining to such Letters of Credit as fully as if the term “Administrative
\nAgent” as used in Article IX<\/u> included the L\/C Issuer with respect to such
\nacts or omissions, and (B) as additionally provided herein with respect to the
\nL\/C Issuer.<\/p>\n

(b) Procedures for Issuance and Amendment of Letters of Credit;
\nAuto-Extension Letters of Credit<\/u>.<\/p>\n

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

42<\/p>\n

\n

<\/p>\n

beneficiary in case of any drawing thereunder; (G) the purpose and nature of
\nthe requested Letter of Credit; and (H) such other matters as the L\/C Issuer may
\nrequire. In the case of a request for an amendment of any outstanding Letter of
\nCredit, such Letter of Credit Application shall specify in form and detail
\nsatisfactory to the L\/C Issuer (I) the Letter of Credit to be amended; (II) the
\nproposed date of amendment thereof (which shall be a Business Day); (III) the
\nnature of the proposed amendment; and (IV) such other matters as the L\/C Issuer
\nmay require. Additionally, the Company shall furnish to the L\/C Issuer and the
\nAdministrative Agent such other documents and information pertaining to such
\nrequested Letter of Credit issuance or amendment, including any Issuer
\nDocuments, as the L\/C Issuer or the Administrative Agent may require.<\/p>\n

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

(iii) If the Company so requests in any applicable Letter of Credit
\nApplication, the L\/C Issuer may, in its sole and absolute discretion, agree to
\nissue a Letter of Credit that has automatic extension provisions (each, an
\n“Auto-Extension Letter of Credit<\/u>“); provided<\/u> that any such
\nAuto-Extension Letter of Credit must permit the L\/C Issuer to prevent any such
\nextension at least once in each twelve-month period (commencing with the date of
\nissuance of such Letter of Credit) by giving prior notice to the beneficiary
\nthereof not later than a day (the “Non-Extension Notice Date<\/u>“) in each
\nsuch twelve-month period to be agreed upon at the time such Letter of Credit is
\nissued. Unless otherwise directed by the L\/C Issuer, the Company shall not be
\nrequired to make a specific request to the L\/C Issuer for any such extension.
\nOnce an Auto-Extension Letter of Credit has been issued, the Revolving Credit
\nLenders shall be deemed to have authorized (but may not require) the L\/C Issuer
\nto permit the extension of such Letter of Credit at any time to an expiry date
\nnot later than the Letter of Credit Expiration Date; provided<\/u>,
\nhowever<\/u>, that the L\/C Issuer shall not permit any such extension if (A)
\nthe L\/C Issuer has determined that it would not be permitted, or would have no
\nobligation, at such time to issue such Letter of Credit in its revised form (as
\nextended) under the terms hereof (by reason of the provisions of clause (ii) or
\n(iii) of Section 2.03(a)<\/u> or otherwise), or (B) it has received notice
\n(which may be by telephone or in writing) on or before the day that is seven
\nBusiness Days before the Non-Extension Notice Date (1) from the Administrative
\nAgent that the Required Lenders have elected not to permit such extension or (2)
\nfrom the Administrative Agent, any Revolving Credit Lender or the Company that
\none or more of the applicable<\/p>\n

43<\/p>\n

\n

<\/p>\n

conditions specified in Section 4.02<\/u> is not then satisfied, and in
\neach such case directing the L\/C Issuer not to permit such extension.<\/p>\n

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

(v) Promptly after its delivery of any Letter of Credit or any amendment to a
\nLetter of Credit to an advising bank with respect thereto or to the beneficiary
\nthereof, the L\/C Issuer will also deliver to the Company and the Administrative
\nAgent a true and complete copy of such Letter of Credit or amendment.<\/p>\n

(c) Drawings and Reimbursements; Funding of Participations<\/u>.<\/p>\n

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice
\nof a drawing under such Letter of Credit, the L\/C Issuer shall notify the
\nCompany and the Administrative Agent thereof. In the case of a Letter of Credit
\ndenominated in an Alternative Currency, the Company shall reimburse the L\/C
\nIssuer in such Alternative Currency, unless (A) the L\/C Issuer (at its option)
\nshall have specified in such notice that it will require reimbursement in
\nDollars, or (B) in the absence of any such requirement for reimbursement in
\nDollars, the Company shall have notified the L\/C Issuer promptly following
\nreceipt of the notice of drawing that the Company will reimburse the L\/C Issuer
\nin Dollars. In the case of any such reimbursement in Dollars of a drawing under
\na Letter of Credit denominated in an Alternative Currency, the L\/C Issuer shall
\nnotify the Company of the Dollar Equivalent of the amount of the drawing
\npromptly following the determination thereof. Not later than 8:00 a.m. on the
\ndate of any payment by the L\/C Issuer under a Letter of Credit to be reimbursed
\nin Dollars, or the Applicable Time on the date of any payment by the L\/C Issuer
\nunder a Letter of Credit to be reimbursed in an Alternative Currency (each such
\ndate, an “Honor Date<\/u>“), the Company shall reimburse the L\/C Issuer
\nthrough the Administrative Agent in an amount equal to the amount of such
\ndrawing and in the applicable currency. If the Company fails to so reimburse the
\nL\/C Issuer<\/p>\n

44<\/p>\n

\n

<\/p>\n

by such time, the Administrative Agent shall promptly notify each Revolving
\nCredit Lender of the Honor Date, the amount of the unreimbursed drawing
\n(expressed in Dollars in the amount of the Dollar Equivalent thereof in the case
\nof a Letter of Credit denominated in an Alternative Currency) (the
\n“Unreimbursed Amount<\/u>“), and the amount of such Revolving Credit Lender153s
\nApplicable Percentage thereof. In such event, the Company shall be deemed to
\nhave requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed
\non the Honor Date in an amount equal to the Unreimbursed Amount, without regard
\nto the minimum and multiples specified in Section 2.02<\/u> for the principal
\namount of Base Rate Loans, but subject to the amount of the unutilized portion
\nof the Aggregate Revolving Credit Commitment and the conditions set forth in
\nSection 4.02<\/u> (other than the delivery of a Committed Loan Notice). Any
\nnotice given by the L\/C Issuer or the Administrative Agent pursuant to this
\nSection 2.03(c)(i)<\/u> may be given by telephone if immediately confirmed in
\nwriting; provided<\/u> that the lack of such an immediate confirmation shall
\nnot affect the conclusiveness or binding effect of such notice.<\/p>\n

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

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

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or
\nL\/C Advance pursuant to this Section 2.03(c)<\/u> to reimburse the L\/C Issuer
\nfor any amount drawn under any Letter of Credit, interest in respect of such
\nLender153s Applicable Percentage of such amount shall be solely for the account of
\nthe L\/C Issuer.<\/p>\n

(v) Each Revolving Credit Lender153s obligation to make Revolving Credit Loans
\nor L\/C Advances to reimburse the L\/C Issuer for amounts drawn under Letters of
\nCredit, as contemplated by this Section 2.03(c)<\/u>, shall be absolute and
\nunconditional and shall not be affected by any circumstance, including (A) any
\nsetoff, counterclaim, recoupment, defense or other right which such Lender may
\nhave against the L\/C Issuer, the Company, any Subsidiary or any other Person for
\nany reason whatsoever; (B) the occurrence or continuance of a Default, or (C)
\nany other occurrence, event or condition, whether or not similar to any of the
\nforegoing;<\/p>\n

45<\/p>\n

\n

<\/p>\n

provided<\/u>, however<\/u>, that each Revolving Credit Lender153s
\nobligation to make Revolving Credit Loans pursuant to this Section
\n2.03(c)<\/u> is subject to the conditions set forth in Section 4.02<\/u>
\n(other than delivery by the Company of a Committed Loan Notice). No such making
\nof an L\/C Advance shall relieve or otherwise impair the obligation of the
\nCompany to reimburse the L\/C Issuer for the amount of any payment made by the
\nL\/C Issuer under any Letter of Credit, together with interest as provided
\nherein.<\/p>\n

(vi) If any Revolving Credit Lender fails to make available to the
\nAdministrative Agent for the account of the L\/C Issuer any amount required to be
\npaid by such Lender pursuant to the foregoing provisions of this Section
\n2.03(c)<\/u> by the time specified in Section 2.03(c)(ii)<\/u>, the L\/C Issuer
\nshall be entitled to recover from such Lender (acting through the Administrative
\nAgent), on demand, such amount with interest thereon for the period from the
\ndate such payment is required to the date on which such payment is immediately
\navailable to the L\/C Issuer at a rate per annum equal to the applicable
\nOvernight Rate from time to time in effect, plus any administrative, processing
\nor similar fees customarily charged by the L\/C Issuer in connection with the
\nforegoing. If such Lender pays such amount (with interest and fees as
\naforesaid), the amount so paid shall constitute such Lender153s Committed Loan
\nincluded in the relevant Committed Borrowing or L\/C Advance in respect of the
\nrelevant L\/C Borrowing, as the case may be. A certificate of the L\/C Issuer
\nsubmitted to any Revolving Credit Lender (through the Administrative Agent) with
\nrespect to any amounts owing under this clause (vi) shall be conclusive absent
\nmanifest error.<\/p>\n

(d) Repayment of Participations<\/u>.<\/p>\n

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

(ii) If any payment received by the Administrative Agent for the account of
\nthe L\/C Issuer pursuant to Section 2.03(c)(i)<\/u> is required to be returned
\nunder any of the circumstances described in Section 10.05<\/u> (including
\npursuant to any settlement entered into by the L\/C Issuer in its discretion),
\neach Revolving Credit Lender shall pay to the Administrative Agent for the
\naccount of the L\/C Issuer its Applicable Percentage thereof on demand of the
\nAdministrative Agent, plus interest thereon from the date of such demand to the
\ndate such amount is returned by such Lender, at a rate per annum equal to the
\napplicable Overnight Rate from time to time in effect. The obligations of the
\nLenders under this clause shall survive the payment in full of the Obligations
\nand the termination of this Agreement.<\/p>\n

(e) Obligations Absolute<\/u>. The obligation of the Company (or the
\napplicable Designated Borrower) to reimburse the L\/C Issuer for each drawing
\nunder each Letter of Credit and to repay each L\/C Borrowing shall be absolute,
\nunconditional and irrevocable, and shall be<\/p>\n

46<\/p>\n

\n

<\/p>\n

paid strictly in accordance with the terms of this Agreement under all
\ncircumstances, including the following:<\/p>\n

(i) any lack of validity or enforceability of such Letter of Credit, this
\nAgreement, or any other Loan Document;<\/p>\n

(ii) the existence of any claim, counterclaim, setoff, defense or other right
\nthat the Company or any Subsidiary may have at any time against any beneficiary
\nor any transferee of such Letter of Credit (or any Person for whom any such
\nbeneficiary or any such transferee may be acting), the L\/C Issuer or any other
\nPerson, whether in connection with this Agreement, the transactions contemplated
\nhereby or by such Letter of Credit or any agreement or instrument relating
\nthereto, or any unrelated transaction;<\/p>\n

(iii) any draft, demand, certificate or other document presented under such
\nLetter of Credit proving to be forged, fraudulent, invalid or insufficient in
\nany respect or any statement therein being untrue or inaccurate in any respect;
\nor any loss or delay in the transmission or otherwise of any document required
\nin order to make a drawing under such Letter of Credit;<\/p>\n

(iv) any payment by the L\/C Issuer under such Letter of Credit against
\npresentation of a draft or certificate that does not strictly comply with the
\nterms of such Letter of Credit; or any payment made by the L\/C Issuer under such
\nLetter of Credit to any Person purporting to be a trustee in bankruptcy,
\ndebtor-in-possession, assignee for the benefit of creditors, liquidator,
\nreceiver or other representative of or successor to any beneficiary or any
\ntransferee of such Letter of Credit, including any arising in connection with
\nany proceeding under any Debtor Relief Law;<\/p>\n

(v) any adverse change in the relevant exchange rates or in the availability
\nof the relevant Alternative Currency to the Company or any Subsidiary or in the
\nrelevant currency markets generally; or<\/p>\n

(vi) any other circumstance or happening whatsoever, whether or not similar
\nto any of the foregoing, including any other circumstance that might otherwise
\nconstitute a defense available to, or a discharge of, the Company or any
\nSubsidiary.<\/p>\n

The Company and each applicable Designated Borrower shall promptly examine a
\ncopy of each Letter of Credit and each amendment thereto that is delivered to it
\nand, in the event of any claim of noncompliance with the Company153s instructions
\nor other irregularity, the Company will immediately notify the L\/C Issuer. The
\nCompany and each applicable Designated Borrower shall be conclusively deemed to
\nhave waived any such claim against the L\/C Issuer and its correspondents unless
\nsuch notice is given as aforesaid.<\/p>\n

(f) Role of L\/C Issuer<\/u>. Each Lender, the Company and each Designated
\nBorrower agree that, in paying any drawing under a Letter of Credit, the L\/C
\nIssuer shall not have any responsibility to obtain any document (other than any
\nsight draft, certificates and documents expressly required by the Letter of
\nCredit) or to ascertain or inquire as to the validity or accuracy of any such
\ndocument or the authority of the Person executing or delivering any such
\ndocument. None of the L\/C Issuer, the Administrative Agent, any of their
\nrespective Related<\/p>\n

47<\/p>\n

\n

<\/p>\n

Parties nor any correspondent, participant or assignee of the L\/C Issuer
\nshall be liable to any Lender for (i) any action taken or omitted in connection
\nherewith at the request or with the approval of the Revolving Credit Lenders or
\nthe Required Revolving Lenders, as applicable; (ii) any action taken or omitted
\nin the absence of gross negligence or willful misconduct; or (iii) the due
\nexecution, effectiveness, validity or enforceability of any document or
\ninstrument related to any Letter of Credit or Issuer Document. The Company and
\neach Designated Borrower hereby assume all risks of the acts or omissions of any
\nbeneficiary or transferee with respect to its use of any Letter of Credit;
\nprovided<\/u>, however<\/u>, that this assumption is not intended to, and
\nshall not, preclude the Company153s (or any Designated Borrower153s) pursuing such
\nrights and remedies as it may have against the beneficiary or transferee at law
\nor under any other agreement. None of the L\/C Issuer, the Administrative Agent,
\nany of their respective Related Parties nor any correspondent, participant or
\nassignee of the L\/C Issuer shall be liable or responsible for any of the matters
\ndescribed in clauses (i) through (v) of Section 2.03(e)<\/u>;
\nprovided<\/u>, however<\/u>, that anything in such clauses to the contrary
\nnotwithstanding, the Company or any applicable Designated Borrower may have a
\nclaim against the L\/C Issuer, and the L\/C Issuer may be liable to the Company or
\nany applicable Designated Borrower, to the extent, but only to the extent, of
\nany direct, as opposed to consequential or exemplary, damages suffered by the
\nCompany or any applicable Designated Borrower which the Company or any
\napplicable Designated Borrower proves were caused by the L\/C Issuer153s willful
\nmisconduct or gross negligence or the L\/C Issuer153s willful failure to pay under
\nany Letter of Credit after the presentation to it by the beneficiary of a sight
\ndraft and certificate(s) strictly complying with the terms and conditions of a
\nLetter of Credit. In furtherance and not in limitation of the foregoing, the L\/C
\nIssuer may accept documents that appear on their face to be in order, without
\nresponsibility for further investigation, regardless of any notice or
\ninformation to the contrary, and the L\/C Issuer shall not be responsible for the
\nvalidity or sufficiency of any instrument transferring or assigning or
\npurporting to transfer or assign a Letter of Credit or the rights or benefits
\nthereunder or proceeds thereof, in whole or in part, which may prove to be
\ninvalid or ineffective for any reason.<\/p>\n

(g) Cash Collateral<\/u>.<\/p>\n

(i) Upon the request of the Administrative Agent, (A) if the L\/C Issuer has
\nhonored any full or partial drawing request under any Letter of Credit and such
\ndrawing has resulted in an L\/C Borrowing, or (B) if, as of the Letter of Credit
\nExpiration Date, any L\/C Obligation for any reason remains outstanding, the
\nCompany shall, in each case, immediately Cash Collateralize the then Outstanding
\nAmount of all L\/C Obligations.<\/p>\n

(ii) In addition, if the Administrative Agent notifies the Company at any
\ntime that the Outstanding Amount of all L\/C Obligations at such time exceeds
\n105% of the Letter of Credit Sublimit then in effect, then, within two Business
\nDays after receipt of such notice, the Company shall Cash Collateralize the L\/C
\nObligations in an amount equal to the amount by which the Outstanding Amount of
\nall L\/C Obligations exceeds the Letter of Credit Sublimit.<\/p>\n

(iii) The Administrative Agent may, at any time and from time to time after
\nthe initial deposit of Cash Collateral, request that additional Cash Collateral
\nbe provided in order to protect against the results of exchange rate
\nfluctuations.<\/p>\n

48<\/p>\n

\n

<\/p>\n

(iv) Sections 2.05<\/u>, 2.18<\/u> 2.19<\/u>, 8.02<\/u> and
\n8.03<\/u> set forth certain additional requirements to deliver Cash Collateral
\nhereunder. For purposes of this Agreement, “Cash Collateralize<\/u>” means to
\npledge and deposit with or deliver to the Administrative Agent, for the benefit
\nof the Administrative Agent, L\/C Issuer or Swing Line Lender (as applicable) and
\nthe Lenders, as collateral for L\/C Obligations, Obligations in respect of Swing
\nLine Loans, or obligations of Lenders to fund participations in respect of
\neither thereof (as the context may require), cash or deposit account balances
\nor, if the L\/C Issuer or Swing Line Lender benefitting from such collateral
\nshall agree in its sole discretion, other credit support, in each case pursuant
\nto documentation in form and substance satisfactory to (A) the Administrative
\nAgent and (B) the L\/C Issuer or the Swing Line Lender, as applicable (which
\ndocuments are hereby consented to by the Lenders). “Cash Collateral” shall have
\na meaning correlative to the foregoing and shall include the proceeds of such
\ncash collateral and other credit support.<\/p>\n

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

(i) Letter of Credit Fees<\/u>. The Company shall pay to the Administrative
\nAgent for the account of each Lender in accordance with its Applicable
\nPercentage, in Dollars, a Letter of Credit fee (the “Letter of Credit
\nFee<\/u>“) for each Letter of Credit equal to the Applicable Rate times<\/u>
\nthe Dollar Equivalent of the daily amount available to be drawn under such
\nLetter of Credit; provided<\/u>, however, any Letter of Credit Fees otherwise
\npayable for the account of a Defaulting Lender with respect to any Letter of
\nCredit as to which such Defaulting Lender has not provided Cash Collateral
\nsatisfactory to the L\/C Issuer pursuant to this Section 2.03<\/u> shall be
\npayable, to the maximum extent permitted by applicable Governmental Rule, to the
\nother Revolving Credit Lenders in accordance with the upward adjustments in
\ntheir respective Applicable Percentages allocable to such Letter of Credit
\npursuant to Section 2.19(a)(iv)<\/u>, with the balance of such fee, if any,
\npayable to the L\/C Issuer for its own account. For purposes of computing the
\ndaily amount available to be drawn under any Letter of Credit, the amount of
\nsuch Letter of Credit shall be determined in accordance with Section
\n1.09<\/u>. Letter of Credit Fees shall be (i) due and payable on the last
\nBusiness Day of each March, June, September and December, commencing with the
\nfirst such date to occur after the issuance of such Letter of Credit, on the
\nLetter of Credit Expiration Date and thereafter on demand and (ii) computed on a
\nquarterly basis in arrears. If there is any change in the Applicable Rate during
\nany quarter, the daily amount available to be drawn under each Letter of Credit
\nshall be computed and multiplied by the Applicable Rate separately for each
\nperiod during such quarter that such Applicable Rate was in effect.
\nNotwithstanding anything to the contrary contained herein, upon the request of
\nthe Required Revolving Lenders, while any Event of Default exists, all Letter of
\nCredit Fees shall accrue at the Default Rate.<\/p>\n

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

49<\/p>\n

\n

<\/p>\n

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

(k) Conflict with Issuer Documents<\/u>. In the event of any conflict
\nbetween the terms hereof and the terms of any Issuer Document, the terms hereof
\nshall control.<\/p>\n

2.04<\/strong> Swing Line Loans.<\/strong><\/p>\n

(a) The Swing Line<\/u>. Subject to the terms and conditions set forth
\nherein, the Swing Line Lender agrees, in reliance upon the agreements of the
\nother Lenders set forth in this Section 2.04<\/u>, to make loans in Dollars
\n(each such loan, a “Swing Line Loan<\/u>“) to the Company from time to time on
\nany Business Day during the Availability Period in an aggregate amount not to
\nexceed at any time outstanding the amount of the Swing Line Sublimit,
\nnotwithstanding the fact that such Swing Line Loans, when aggregated with the
\nApplicable Percentage of the Outstanding Amount of Revolving Credit Loans and
\nL\/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount
\nof such Lender153s Revolving Credit Commitment; provided<\/u>, however<\/u>,
\nthat after giving effect to any Swing Line Loan, (i) the Total Revolving Credit
\nOutstandings shall not exceed the Aggregate Revolving Credit Commitment at such
\ntime, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of
\nany Revolving Credit Lender at such time, plus<\/u> such Revolving Credit
\nLender153s Applicable Percentage of the Outstanding Amount of all L\/C Obligations,
\nplus<\/u> such Revolving Credit Lender153s Applicable Percentage of the
\nOutstanding Amount of all Swing Line Loans at such time shall not exceed such
\nLender153s Revolving Credit Commitment, and provided<\/u>, further<\/u>, that
\nthe Company shall not use the proceeds of any Swing Line Loan to refinance any
\noutstanding Swing Line Loan. Within the foregoing limits, and subject to the
\nother terms and conditions hereof, the Company may borrow under this Section
\n2.04<\/u>, prepay under Section 2.05<\/u>, and reborrow under this Section
\n2.04<\/u>. Each Swing Line Loan shall be a Base Rate Loan or shall bear such
\nother rate of interest specified in Section 2.08(a)(iii)<\/u>. Immediately
\nupon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby
\nirrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
\nrisk participation in such Swing Line Loan in an amount equal to the product of
\nsuch Revolving Credit Lender153s Applicable Percentage times<\/u> the amount of
\nsuch Swing Line Loan.<\/p>\n

50<\/p>\n

\n

<\/p>\n

(b) Borrowing Procedures<\/u>. Each Swing Line Borrowing shall be made upon
\nthe Company153s irrevocable notice to the Swing Line Lender and the Administrative
\nAgent, which may be given by telephone. Each such notice must be received by the
\nSwing Line Lender and the Administrative Agent not later than 10:00 a.m. on the
\nrequested borrowing date, and shall specify (i) the amount to be borrowed, which
\nshall be a minimum of $5,000,000, and (ii) the requested borrowing date, which
\nshall be a Business Day. Each such telephonic notice must be confirmed promptly
\nby delivery to the Swing Line Lender and the Administrative Agent of a written
\nSwing Line Loan Notice, appropriately completed and signed by a Responsible
\nOfficer of the Company. Promptly after receipt by the Swing Line Lender of any
\ntelephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
\nAdministrative Agent (by telephone or in writing) that the Administrative Agent
\nhas also received such Swing Line Loan Notice and, if not, the Swing Line Lender
\nwill notify the Administrative Agent (by telephone or in writing) of the
\ncontents thereof. Unless the Swing Line Lender has received notice (by telephone
\nor in writing) from the Administrative Agent (including at the request of any
\nRevolving Credit Lender) prior to 11:00 a.m. on the date of the proposed Swing
\nLine Borrowing (A) directing the Swing Line Lender not to make such Swing Line
\nLoan as a result of the limitations set forth in the first proviso to the first
\nsentence of Section 2.04(a)<\/u>, or (B) that one or more of the applicable
\nconditions specified in Article IV<\/u> is not then satisfied, then, subject
\nto the terms and conditions hereof, the Swing Line Lender will, not later than
\n12:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
\nthe amount of its Swing Line Loan available to the Company at its office by
\ncrediting the account of the Company on the books of the Swing Line Lender in
\nSame Day Funds.<\/p>\n

(c) Refinancing of Swing Line Loans<\/u>.<\/p>\n

(i) The Swing Line Lender at any time in its sole and absolute discretion may
\nrequest, on behalf of the Company (which hereby irrevocably authorizes the Swing
\nLine Lender to so request on its behalf), that each Revolving Credit Lender make
\na Base Rate Revolving Credit Loan in an amount equal to such Lender153s Applicable
\nPercentage of the amount of Swing Line Loans then outstanding. Such request
\nshall be made in writing (which written request shall be deemed to be a
\nCommitted Loan Notice for purposes hereof) and in accordance with the
\nrequirements of Section 2.02<\/u>, without regard to the minimum and multiples
\nspecified therein for the principal amount of Base Rate Loans, but subject to
\nthe unutilized portion of the Revolving Credit Facility and the conditions set
\nforth in Section 4.02<\/u>. The Swing Line Lender shall furnish the Company
\nwith a copy of the applicable Committed Loan Notice promptly after delivering
\nsuch notice to the Administrative Agent. Each Revolving Credit Lender shall make
\nan amount equal to its Applicable Percentage of the amount specified in such
\nCommitted Loan Notice available to the Administrative Agent in Same Day Funds
\nfor the account of the Swing Line Lender at the Administrative Agent153s Office
\nfor Dollar-denominated payments not later than 10:00 a.m. on the day specified
\nin such Committed Loan Notice, whereupon, subject to Section
\n2.04(c)(ii)<\/u>, each Revolving Credit Lender that so makes funds available
\nshall be deemed to have made a Base Rate Revolving Credit Loan to the Company in
\nsuch amount. The Administrative Agent shall remit the funds so received to the
\nSwing Line Lender.<\/p>\n

51<\/p>\n

\n

<\/p>\n

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a
\nRevolving Credit Borrowing in accordance with Section 2.04(c)(i)<\/u>, the
\nrequest for Base Rate Revolving Credit Loans submitted by the Swing Line Lender
\nas set forth herein shall be deemed to be a request by the Swing Line Lender
\nthat each of the Revolving Credit Lenders fund its risk participation in the
\nrelevant Swing Line Loan and each Revolving Credit Lender153s payment to the
\nAdministrative Agent for the account of the Swing Line Lender pursuant to
\nSection 2.04(c)(i)<\/u> shall be deemed payment in respect of such
\nparticipation.<\/p>\n

(iii) If any Revolving Credit Lender fails to make available to the
\nAdministrative Agent for the account of the Swing Line Lender any amount
\nrequired to be paid by such Lender pursuant to the foregoing provisions of this
\nSection 2.04(c)<\/u> by the time specified in Section 2.04(c)(i)<\/u>, the
\nSwing Line Lender shall be entitled to recover from such Lender (acting through
\nthe Administrative Agent), on demand, such amount with interest thereon for the
\nperiod from the date such payment is required to the date on which such payment
\nis immediately available to the Swing Line Lender at a rate per annum equal to
\nthe applicable Overnight Rate from time to time in effect, plus any
\nadministrative, processing or similar fees customarily charged by the Swing Line
\nLender in connection with the foregoing. If such Lender pays such amount (with
\ninterest and fees as aforesaid), the amount so paid shall constitute such
\nLender153s Committed Loan included in the relevant Committed Borrowing or funded
\nparticipation in the relevant Swing Line Loan, as the case may be. A certificate
\nof the Swing Line Lender submitted to any Lender (through the Administrative
\nAgent) with respect to any amounts owing under this clause (iii) shall be
\nconclusive absent manifest error.<\/p>\n

(iv) Each Revolving Credit Lender153s obligation to make Revolving Credit Loans
\nor to purchase and fund risk participations in Swing Line Loans pursuant to this
\nSection 2.04(c)<\/u> shall be absolute and unconditional and shall not be
\naffected by any circumstance, including (A) any setoff, counterclaim,
\nrecoupment, defense or other right which such Lender may have against the Swing
\nLine Lender, the Company or any other Person for any reason whatsoever, (B) the
\noccurrence or continuance of a Default, or (C) any other occurrence, event or
\ncondition, whether or not similar to any of the foregoing; provided<\/u>,
\nhowever<\/u>, that each Lender153s obligation to make Revolving Credit Loans
\npursuant to this Section 2.04(c)<\/u> is subject to the conditions set forth
\nin Section 4.02<\/u>. No such funding of risk participations shall relieve or
\notherwise impair the obligation of the Company to repay Swing Line Loans,
\ntogether with interest as provided herein.<\/p>\n

(d) Repayment of Participations<\/u>.<\/p>\n

(i) At any time after any Revolving Credit Lender has purchased and funded a
\nrisk participation in a Swing Line Loan, if the Swing Line Lender receives any
\npayment on account of such Swing Line Loan, the Swing Line Lender will
\ndistribute to such Revolving Credit Lender its Applicable Percentage thereof in
\nthe same funds as those received by the Swing Line Lender.<\/p>\n

(ii) If any payment received by the Swing Line Lender in respect of principal
\nor interest on any Swing Line Loan is required to be returned by the Swing Line
\nLender under any of the circumstances described in Section 10.05<\/u>
\n(including pursuant to any settlement entered into by the Swing Line Lender in
\nits discretion), each Revolving Credit Lender shall pay<\/p>\n

52<\/p>\n

\n

<\/p>\n

to the Swing Line Lender its Applicable Percentage thereof on demand of the
\nAdministrative Agent, plus interest thereon from the date of such demand to the
\ndate such amount is returned, at a rate per annum equal to the applicable
\nOvernight Rate. The Administrative Agent will make such demand upon the request
\nof the Swing Line Lender. The obligations of the Lenders under this clause shall
\nsurvive the payment in full of the Obligations and the termination of this
\nAgreement.<\/p>\n

(e) Interest for Account of Swing Line Lender<\/u>. The Swing Line Lender
\nshall be responsible for invoicing the Company for interest on the Swing Line
\nLoans. Until each Lender funds its Base Rate Committed Loan or risk
\nparticipation pursuant to this Section 2.04<\/u> to refinance such Revolving
\nCredit Lender153s Applicable Percentage of any Swing Line Loan, interest in
\nrespect of such Applicable Percentage shall be solely for the account of the
\nSwing Line Lender.<\/p>\n

(f) Payments Directly to Swing Line Lender<\/u>. The Company shall make all
\npayments of principal and interest in respect of the Swing Line Loans directly
\nto the Swing Line Lender.<\/p>\n

2.05<\/strong> Prepayments.<\/strong><\/p>\n

(a) (i) Each Borrower may, upon notice from the Company to the Administrative
\nAgent, at any time or from time to time voluntarily prepay Term Loans and
\nRevolving Credit Loans in whole or in part without premium or penalty;
\nprovided<\/u> that (A) such notice must be received by the Administrative
\nAgent not later than 8:00 a.m. (1) three Business Days prior to any date of
\nprepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business
\nDays (or five, in the case of prepayment of Loans denominated in Special Notice
\nCurrencies) prior to any date of prepayment of Eurocurrency Rate Loans
\ndenominated in Alternative Currencies, and (3) on the date of prepayment of Base
\nRate Committed Loans; (B) any prepayment of Eurocurrency Rate Loans denominated
\nin Dollars shall be in a principal amount of $5,000,000 or a whole multiple of
\n$1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans
\ndenominated in Alternative Currencies shall be in a minimum principal amount of
\n$5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any
\nprepayment of Base Rate Committed Loans shall be in a principal amount of
\n$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if
\nless, the entire principal amount thereof then outstanding. Each such notice
\nshall specify the date and amount of such prepayment and the Type(s) of
\nCommitted Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid,
\nthe Interest Period(s) of such Loans. The Administrative Agent will promptly
\nnotify each affected Lender of its receipt of each such notice, and of the
\namount of such Lender153s ratable portion of such prepayment (based on such
\nLender153s Applicable Percentage in respect of the relevant Facility) of such
\nprepayment. If such notice is given by the Company, the applicable Borrower
\nshall make such prepayment and the payment amount specified in such notice shall
\nbe due and payable on the date specified therein. Any prepayment of a
\nEurocurrency Rate Loan shall be accompanied by all accrued interest on the
\namount prepaid, together with any additional amounts required pursuant to
\nSection 3.05<\/u>. Each such prepayment of an outstanding Term Facility
\npursuant to this Section 2.05(a)<\/u> shall be applied to the principal
\nrepayment installments thereof on a pro rata basis, and each such prepayment
\nshall be paid to the Lenders in accordance with their respective Applicable
\nPercentages in respect of each of the relevant Facilities.<\/p>\n

53<\/p>\n

\n

<\/p>\n

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

(B) FIL shall have the right to make a voluntary prepayment of Term Loans at
\na discount to par pursuant to Discount Range Prepayment Offers or Solicited
\nDiscounted Prepayment Offers (any such prepayment, the “Discounted Loan
\nPrepayment<\/u>“), in each case made in accordance with this Section
\n2.05(a)(ii<\/u>); provided<\/u> that FIL shall not initiate any action under
\nthis Section 2.05(a)(ii)<\/u> in order to make a Discounted Loan Prepayment of
\nLoans in any tranche of Term Loans unless (I) at least ten (10) Business Days
\nshall have passed since the consummation of the most recent Discounted Loan
\nPrepayment of any Term Loan in such tranche as a result of a prepayment made by
\nFIL on the applicable Discounted Prepayment Effective Date; or (II) at least
\nthree (3) Business Days shall have passed since the date FIL was notified that
\nno Lender was willing to accept any prepayment of any Term Loan in such tranche
\npursuant to a Discount Range Prepayment Notice or in the case of Solicited
\nDiscounted Prepayment Offers, the date of FIL153s election not to accept any
\nSolicited Discounted Prepayment Offers relating to a Solicited Discount
\nPrepayment Notice.<\/p>\n

(C) (1) Subject to the proviso to subsection (A) above, FIL may from time to
\ntime solicit Discount Range Prepayment Offers by providing the Auction Agent
\nwith five (5) Business Days153 notice in the form of a Discount Range Prepayment
\nNotice; provided<\/u> that (I) any such solicitation shall be extended, at the
\nsole discretion of FIL, to (x) each Term Lender and\/or (y) each Term Lender with
\nrespect to any Term Loans on an individual tranche basis, (II) any such notice
\nshall specify the maximum aggregate principal amount of the relevant Loans (the
\n“Discount Range Prepayment Amount<\/u>“), the tranche or tranches of Term
\nLoans subject to such offer and the maximum and minimum percentage discounts to
\npar (the “Discount Range<\/u>“) of the principal amount of such Loans with
\nrespect to each relevant tranche of Term Loans willing to be prepaid by FIL (it
\nbeing understood that different Discount Ranges and\/or Discount Range Prepayment
\nAmounts may be offered with respect to different tranches of Term Loans and, in
\nsuch event, each such offer will be treated as separate offer pursuant to the
\nterms of this Section), (III) the Discount Range Prepayment Amount shall be in
\nan aggregate amount not less than $5,000,000 and whole increments of $1,000,000
\nin excess thereof and (IV) each such solicitation shall remain outstanding
\nthrough the Discount Range Prepayment Response Date.<\/p>\n

54<\/p>\n

\n

<\/p>\n

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

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

(3) If there is at least one Participating Lender, FIL will prepay the
\nrespective outstanding Term Loans of each Participating Lender in the aggregate
\nprincipal amount and of the tranches specified in such Term Lender153s Discount
\nRange Prepayment Offer at the Applicable Discount; provided<\/u> that if the
\nSubmitted Amount by all Participating Lenders offered at a discount to par
\ngreater than or equal to the Applicable Discount exceeds the Discount Range
\nPrepayment Amount, prepayment of the principal amount of the relevant Loans for
\nthose Participating Lenders whose Submitted Discount is a discount to par
\ngreater than<\/p>\n

55<\/p>\n

\n

<\/p>\n

or equal to the Applicable Discount (the “Identified Participating
\nLenders<\/u>“) shall be made pro rata among the Identified Participating Lenders
\nin accordance with the Submitted Amount of each such Identified Participating
\nLender and the Auction Agent (in consultation with FIL and subject to rounding
\nrequirements of the Auction Agent made in its reasonable discretion) will
\ncalculate such proration (the “Discount Range Proration”). The Auction Agent
\nshall promptly, and in any case within five (5) Business Days following the
\nDiscount Range Prepayment Response Date, notify (I) FIL of the respective
\nLenders153 responses to such solicitation, the Discounted Prepayment Effective
\nDate, the Applicable Discount, and the aggregate principal amount of the
\nDiscounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of
\nthe Discounted Prepayment Effective Date, the Applicable Discount, and the
\naggregate principal amount and tranches of Loans to be prepaid at the Applicable
\nDiscount on such date, (III) each Participating Lender of the aggregate
\nprincipal amount and tranches of such Lender to be prepaid at the Applicable
\nDiscount on such date, and (IV) if applicable, each Identified Participating
\nLender of the Discount Range Proration. Each determination by the Auction Agent
\nof the amounts stated in the foregoing notices to FIL and Term Lenders shall be
\nconclusive and binding for all purposes absent manifest error. The payment
\namount specified in such notice to FIL shall be due and payable by FIL on the
\nDiscounted Prepayment Effective Date in accordance with subsection (E) below
\n(subject to subsection (I) below).<\/p>\n

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

56<\/p>\n

\n

<\/p>\n

Term Loans and the maximum aggregate principal amount and tranches of such
\nTerm Loans (the “Offered Amount<\/u>“) such Term Lender is willing to have
\nprepaid at the Offered Discount. Any Term Lender whose Solicited Discounted
\nPrepayment Offer is not received by the Auction Agent by the Solicited
\nDiscounted Prepayment Response Date shall be deemed to have declined prepayment
\nof any of its Term Loans at any discount.<\/p>\n

(2) The Auction Agent shall promptly provide FIL with a copy of all Solicited
\nDiscounted Prepayment Offers received on or before the Solicited Discounted
\nPrepayment Response Date. FIL shall review all such Solicited Discounted
\nPrepayment Offers and select the smallest of the Offered Discounts specified by
\nthe relevant responding Lenders in the Solicited Discounted Prepayment Offers
\nthat is acceptable to FIL (the “Acceptable Discount<\/u>“), if any. If FIL
\nelects to accept any Offered Discount as the Acceptable Discount, then as soon
\nas practicable after the determination of the Acceptable Discount, but in no
\nevent later than by the third Business Day after the date of receipt by FIL from
\nthe Auction Agent of a copy of all Solicited Discounted Prepayment Offers
\npursuant to the first sentence of this subsection (2) (the “Acceptance
\nDate<\/u>“), FIL shall submit an Acceptance and<\/p>\n

Prepayment Notice to the Auction Agent setting forth the Acceptable Discount.
\nIf the Auction Agent shall fail to receive an Acceptance and Prepayment Notice
\nfrom FIL by the Acceptance Date, FIL shall be deemed to have rejected all
\nSolicited Discounted Prepayment Offers.<\/p>\n

(3) Based upon the Acceptable Discount and the Solicited Discounted
\nPrepayment Offers received by Auction Agent by the Solicited Discounted
\nPrepayment Response Date, within three (3) Business Days after receipt of an
\nAcceptance and Prepayment Notice (the “Discounted Prepayment Determination
\nDate<\/u>“), the Auction Agent will determine (in consultation with FIL and
\nsubject to rounding requirements of the Auction Agent made in its reasonable
\ndiscretion) the aggregate principal amount and the tranches of Term Loans (the
\n“Acceptable Prepayment Amount<\/u>“) to be prepaid by FIL at the Acceptable
\nDiscount in accordance with this Section 2.05(a)(ii)(C)<\/u>. If FIL elects to
\naccept any Acceptable Discount, then FIL agrees to accept all Solicited
\nDiscounted Prepayment Offers received by Auction Agent by the Solicited
\nDiscounted Prepayment Response Date, in the order from largest Offered Discount
\nto smallest Offered Discount, up to and including the Acceptable Discount. Each
\nTerm Lender that has submitted a Solicited Discounted Prepayment Offer with an
\nOffered Discount that is greater than or equal to the Acceptable Discount shall
\nbe deemed to have irrevocably consented to prepayment of Loans equal to its
\nOffered Amount (subject to any required prorate reduction pursuant to the
\nfollowing sentence) at the Acceptable Discount (each such Lender, a
\n“Qualifying Lender<\/u>“). FIL will prepay outstanding Loans pursuant to this
\nsubsection (C) to each Qualifying Lender in the aggregate principal amount and
\nof the tranches specified in such Lender153s Solicited Discounted Prepayment Offer
\nat the Acceptable Discount; provided<\/u> that if the aggregate Offered Amount
\nby all<\/p>\n

57<\/p>\n

\n

<\/p>\n

Qualifying Lenders whose Offered Discount is greater than or equal to the
\nAcceptable Discount exceeds the Solicited Discounted Prepayment Amount,
\nprepayment of the principal amount of the Term Loans for those Qualifying
\nLenders whose Offered Discount is greater than or equal to the Acceptable
\nDiscount (the “Identified Qualifying Lenders<\/u>“) shall be made pro rata
\namong the Identified Qualifying Lenders in accordance with the Offered Amount of
\neach such Identified Qualifying Lender and the Auction Agent (in consultation
\nwith FIL and subject to rounding requirements of the Auction Agent made in its
\nreasonable discretion) will calculate such proration (the “Solicited Discount
\nProration<\/u>“). On or prior to the Discounted Prepayment Determination Date,
\nthe Auction Agent shall promptly notify (I) FIL of the Discounted Prepayment
\nEffective Date and Acceptable Prepayment Amount comprising the Discounted Loan
\nPrepayment and the tranches to be prepaid, (II) each Lender of the Discounted
\nPrepayment Effective Date, the Acceptable Discount, and the Acceptable
\nPrepayment Amount of all Loans and the tranches to be prepaid to be prepaid at
\nthe Applicable Discount on such date, (III) each Qualifying Lender of the
\naggregate principal amount and the tranches of such Lender to be prepaid at the
\nAcceptable Discount on such date, and (IV) if applicable, each Identified
\nQualifying Lender of the Solicited Discount Proration. Each determination by the
\nAuction Agent of the amounts stated in the foregoing notices to FIL and Lenders
\nshall be conclusive and binding for all purposes absent manifest error. The
\npayment amount specified in such notice to FIL shall be due and payable by FIL
\non the Discounted Prepayment Effective Date in accordance with subsection (E)
\nbelow (subject to subsection (I) below).<\/p>\n

(E) In connection with any Discounted Loan Prepayment, FIL and the Lenders
\nacknowledge and agree that the Auction Agent may require the payment of
\ncustomary and reasonable fees and expenses from FIL in connection therewith.\n<\/p>\n

(F) If any Loan is prepaid in accordance with paragraphs (B) through (C)
\nabove, FIL shall prepay such Loans on the Discounted Prepayment Effective Date.
\nFIL shall make such prepayment to the Administrative Agent, for the account of
\nthe Participating Lenders or Qualifying Lenders, as applicable, at the
\nAdministrative Agent153s Office in immediately available funds not later than
\n11:00 a.m. (New York time) on the Discounted Prepayment Effective Date and all
\nsuch prepayments shall be applied to the remaining principal installments of the
\nrelevant Term Loans on a pro-rata basis across such installments. The Term Loans
\nso prepaid shall be accompanied by all accrued and unpaid interest on the par
\nprincipal amount so prepaid up to, but not including, the Discounted Prepayment
\nEffective Date. Each prepayment of the outstanding Term Loans pursuant to this
\nSection 2.05(a)(ii)<\/u> shall be paid to the Participating Lenders or
\nQualifying Lenders, as applicable, and shall be applied to the relevant Term
\nLoans of such Lenders in accordance with their respective pro rata share. The
\naggregate principal amount of the tranches and installments of the relevant Term
\nLoans outstanding shall be deemed reduced by the full par value of the aggregate\n<\/p>\n

58<\/p>\n

\n

<\/p>\n

principal amount of the tranches of Term Loans prepaid on the Discounted
\nPrepayment Effective Date in any Discounted Loan Prepayment.<\/p>\n

(G) To the extent not expressly provided for herein, each Discounted Loan
\nPrepayment shall be consummated pursuant to procedures consistent with the
\nprovisions in this Section 2.05(a)(ii)<\/u>, established by the Auction Agent
\nacting in its reasonable discretion and as reasonably agreed by the Borrower.\n<\/p>\n

(H) Notwithstanding anything in any Loan Document to the contrary, for
\npurposes of this Section 2.05(a)(ii)<\/u>, each notice or other communication
\nrequired to be delivered or otherwise provided to the Auction Agent (or its
\ndelegate) shall be deemed to have been given upon Auction Agent153s (or its
\ndelegate153s) actual receipt during normal business hours of such notice or
\ncommunication; provided<\/u> that any notice or communication actually
\nreceived outside of normal business hours shall be deemed to have been given as
\nof the opening of business on the next Business Day.<\/p>\n

(I) FIL and the Lenders acknowledge and agree that the Auction Agent may
\nperform any and all of its duties under this Section 2.05(a)(ii)<\/u> by
\nitself or through any Affiliate of the Auction Agent and expressly consents to
\nany such delegation of duties by the Auction Agent to such Affiliate and the
\nperformance of such delegated duties by such Affiliate. The exculpatory
\nprovisions pursuant to this Agreement shall apply to each Affiliate of the
\nAuction Agent and its respective activities in connection with any Discounted
\nLoan Prepayment provided for in this Section 2.05(a)(ii)<\/u> as well as
\nactivities of the Auction Agent.<\/p>\n

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

(b) The Company may, upon notice to the Swing Line Lender (with a copy to the
\nAdministrative Agent), at any time or from time to time, voluntarily prepay
\nSwing Line Loans in whole or in part without premium or penalty; provided<\/u>
\nthat (i) such notice must be received by the Swing Line Lender and the
\nAdministrative Agent not later than 10:00 a.m. on the date of the prepayment,
\nand (ii) any such prepayment shall be in a minimum principal amount of $100,000
\nor, if less, the entire principal amount thereof then outstanding. Each such
\nnotice shall specify the date and amount of such prepayment. If such notice is
\ngiven by the Company, the Company shall make such prepayment and the payment
\namount specified in such notice shall be due and payable on the date specified
\ntherein.<\/p>\n

59<\/p>\n

\n

<\/p>\n

(c) If the Administrative Agent notifies the Company at any time that the
\nTotal Outstandings at such time exceed an amount equal to 105% of the Aggregate
\nCommitments then in effect, then, within two Business Days after receipt of such
\nnotice, the Borrowers shall prepay Loans and\/or the Company shall Cash
\nCollateralize the L\/C Obligations in an aggregate amount sufficient to reduce
\nsuch Outstanding Amount as of such date of payment to an amount not to exceed
\n100% of the Aggregate Commitments then in effect; provided<\/u>,
\nhowever<\/u>, that, subject to the provisions of Section 2.03(g)(ii)<\/u>,
\nthe Company shall not be required to Cash Collateralize the L\/C Obligations
\npursuant to this Section 2.05(c)<\/u> unless after the prepayment in full of
\nthe Loans the Total Outstandings exceed the Aggregate Commitments then in
\neffect. The Administrative Agent may, at any time and from time to time after
\nthe initial deposit of such Cash Collateral, request that additional Cash
\nCollateral be provided in order to protect against the results of further
\nexchange rate fluctuations.<\/p>\n

(d) If the Administrative Agent notifies the Company at any time that the
\nOutstanding Amount of all Loans denominated in Alternative Currencies at such
\ntime exceeds an amount equal to 105% of the Alternative Currency Sublimit then
\nin effect, then, within two Business Days after receipt of such notice, the
\nBorrowers shall prepay Loans in an aggregate amount sufficient to reduce such
\nOutstanding Amount as of such date of payment to an amount not to exceed 100% of
\nthe Alternative Currency Sublimit then in effect. The Administrative Agent shall
\nmake a determination of whether an excess of the kind described in Section
\n2.05(c)<\/u> and\/or Section 2.05(d)<\/u> exists from time to time at its
\ndiscretion, but shall in any event make such determination as of the last
\nBusiness Day of each calendar quarter.<\/p>\n

2.06<\/strong> Termination or Reduction of Commitments.
\n<\/strong>The Company may, upon notice to the Administrative Agent, terminate the
\nAggregate Revolving Credit Commitment or from time to time permanently reduce
\nthe Aggregate Revolving Credit Commitment; provided<\/u> that (a) any such
\nnotice shall be received by the Administrative Agent not later than 8:00 a.m.
\nfive Business Days prior to the date of termination or reduction, (b) any such
\npartial reduction shall be in an aggregate amount of $10,000,000 or any whole
\nmultiple of $1,000,000 in excess thereof, (c) the Company shall not terminate or
\nreduce the Aggregate Revolving Credit Commitment if, after giving effect thereto
\nand to any concurrent prepayments hereunder, the Total Revolving Credit
\nOutstandings would exceed the Aggregate Revolving Credit Commitment and (d) if,
\nafter giving effect to any reduction of the Aggregate Revolving Credit
\nCommitment, the Alternative Currency Sublimit, the Letter of Credit Sublimit,
\nthe Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount
\nof the Aggregate Revolving Credit Commitment, such Sublimit shall be
\nautomatically reduced by the amount of such excess. The Administrative Agent
\nwill promptly notify the Lenders of any such notice of termination or reduction
\nof the Aggregate Revolving Credit Commitment. Except as specified in clause (d)
\nof the second preceding sentence, the amount of any such Aggregate Revolving
\nCredit Commitment reduction shall not be applied to the Alternative Currency
\nSublimit or the Letter of Credit Sublimit unless otherwise specified by the
\nCompany. Any reduction of the Aggregate Revolving Credit Commitment shall be
\napplied to the Aggregate Revolving Credit Commitment of each Lender according to
\nits Applicable Percentage. All fees accrued until the effective date of any
\ntermination of the Aggregate Revolving Credit Commitment shall be paid on the
\neffective date of such termination.<\/p>\n

60<\/p>\n

\n

<\/p>\n

2.07<\/strong> Repayment of Loans.<\/strong><\/p>\n

(a) FIL shall repay to the Term A Lenders the aggregate principal amount of
\nall Term A Loans outstanding on the following dates in the respective amounts
\nset forth opposite such dates (which amounts shall be reduced as a result of the
\napplication of prepayments in accordance with the order of priority set forth in
\nSection 2.05(a)(i)<\/u>):<\/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

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

<\/td>\n\n

Amount<\/strong><\/p>\n<\/td>\n

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

December 31, 2011<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6,250,000<\/p>\n<\/td>\n

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

March 31, 2012<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6,250,000<\/p>\n<\/td>\n

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

June 30, 2012<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6,250,000<\/p>\n<\/td>\n

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

September 30, 2012<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6,250,000<\/p>\n<\/td>\n

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

December 31, 2012<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6,250,000<\/p>\n<\/td>\n

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

March 31, 2013<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6,250,000<\/p>\n<\/td>\n

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

June 30, 2013<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6,250,000<\/p>\n<\/td>\n

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

September 30, 2013<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6,250,000<\/p>\n<\/td>\n

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

December 31, 2013<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

March 31, 2014<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

June 30, 2014<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

September 30, 2014<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

December 31, 2014<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

March 31, 2015<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

June 30, 2015<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

September 30, 2015<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

December 31, 2015<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

March 31, 2016<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

June 30, 2016<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

September 30, 2016<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,375,000<\/p>\n<\/td>\n

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

provided<\/u>, however<\/u>, that the final principal repayment
\ninstallment of the Term A Loans shall be repaid on the Maturity Date and in any
\nevent shall be in an amount equal to the aggregate principal amount of all Term
\nA Loans outstanding on such date.<\/p>\n

(b) Each Borrower shall repay to the Revolving Credit Lenders on the Maturity
\nDate the aggregate principal amount of all Revolving Credit Loans made to such
\nBorrower and outstanding on such date.<\/p>\n

(c) FIL shall repay each Swing Line Loan on the earlier to occur of (i) the
\ndate 10 Business Days after such Loan is made and (ii) the Maturity Date.<\/p>\n

61<\/p>\n

\n

<\/p>\n

(d) FIL shall repay to the Lenders making any Incremental Term Loans the
\naggregate principal amount thereof on the dates agreed pursuant to Section
\n2.16 <\/u>or Section 2.17<\/u>, as applicable.<\/p>\n

2.08<\/strong> Interest.<\/strong><\/p>\n

(a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency
\nRate Loan under a Facility shall bear interest on the outstanding principal
\namount thereof for each Interest Period at a rate per annum equal to the
\nEurocurrency Rate for such Interest Period plus<\/u> the Applicable Rate for
\nsuch Facility plus<\/u> (in the case of a Eurocurrency Rate Loan of any Lender
\nwhich is lent from a Lending Office in the United Kingdom or a Participating
\nMember State) the Mandatory Cost; (ii) each Base Rate Committed Loan shall bear
\ninterest on the outstanding principal amount thereof from the applicable
\nborrowing date at a rate per annum equal to the Base Rate plus<\/u> the
\nApplicable Rate for such Facility; and (iii) each Swing Line Loan shall bear
\ninterest on the outstanding principal amount thereof from the applicable
\nborrowing date at a rate per annum equal to (A) the rate agreed by the Swing
\nLine Lender and the Company in respect of such borrowing (and notified to the
\nAdministrative Agent by the Swing Line Lender) or (B) if no such rate has been
\nso agreed, at the Base Rate plus<\/u> the Applicable Rate for the Revolving
\nCredit Facility.<\/p>\n

(b) (i) If any amount of principal of any Loan is not paid when due (without
\nregard to any applicable grace periods), whether at stated maturity, by
\nacceleration or otherwise, such amount shall thereafter bear interest at a
\nfluctuating interest rate per annum at all times equal to the Default Rate to
\nthe fullest extent permitted by applicable Requirements of Law.<\/p>\n

(ii) If any amount (other than principal of any Loan) payable by any Borrower
\nunder any Loan Document is not paid when due (without regard to any applicable
\ngrace periods), whether at stated maturity, by acceleration or otherwise, then
\nupon the request of the Required Lenders, such amount shall thereafter bear
\ninterest at a fluctuating interest rate per annum at all times equal to the
\nDefault Rate to the fullest extent permitted by applicable Requirements of Law.\n<\/p>\n

(iii) Upon the request of the Required Lenders, while any Event of Default
\nexists, the Borrowers shall pay interest on the principal amount of any Loans
\nthen outstanding and all other outstanding Obligations hereunder at a
\nfluctuating interest rate per annum at all times equal to the Default Rate to
\nthe fullest extent permitted by applicable Requirements of Law.<\/p>\n

(iv) Accrued and unpaid interest on past due amounts (including interest on
\npast due interest) shall be due and payable upon demand.<\/p>\n

(c) Interest on each Loan shall be due and payable in arrears on each
\nInterest Payment Date applicable thereto and at such other times as may be
\nspecified herein. Interest hereunder shall be due and payable in accordance with
\nthe terms hereof before and after judgment, and before and after the
\ncommencement of any proceeding under any Debtor Relief Law.<\/p>\n

62<\/p>\n

\n

<\/p>\n

2.09<\/strong> Fees.<\/strong> In addition to certain fees
\ndescribed in subsections (i)<\/u> and (j)<\/u> of Section 2.03<\/u>:<\/p>\n

(a) Commitment Fee<\/u>. The Company shall pay to the Administrative Agent
\nfor the account of each Revolving Credit Lender in accordance with its
\nApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate
\ntimes<\/u> the actual daily amount by which the Aggregate Revolving Credit
\nCommitment exceeds the sum of (i) the Outstanding Amount of Revolving Credit
\nLoans and (ii) the Outstanding Amount of L\/C Obligations, subject to adjustment
\nas provided in Section 2.19<\/u>. The commitment fee shall accrue at all times
\nduring the Availability Period, including at any time during which one or more
\nof the conditions in Article IV<\/u> is not met, and shall be due and payable
\nquarterly in arrears on the last Business Day of each March, June, September and
\nDecember, commencing with the first such date to occur after the Closing Date,
\nand on the last day of the Availability Period. The commitment fee shall be
\ncalculated quarterly in arrears, and if there is any change in the Applicable
\nRate during any quarter, the actual daily amount shall be computed and
\nmultiplied by the Applicable Rate separately for each period during such quarter
\nthat such Applicable Rate was in effect.<\/p>\n

(b) Other Fees<\/u>.<\/p>\n

(i) The Company shall pay to the Arrangers and the Administrative Agent for
\ntheir own respective accounts, in Dollars, fees in the amounts and at the times
\nspecified in the Fee Letters. Such fees shall be fully earned when paid and
\nshall not be refundable for any reason whatsoever.<\/p>\n

(ii) The Company shall pay to the Lenders, in Dollars, such fees as shall
\nhave been separately agreed upon in writing (if any) in the amounts and at the
\ntimes so specified. Such fees shall be fully earned when paid and shall not be
\nrefundable for any reason whatsoever.<\/p>\n

2.10<\/strong> Computation of Interest and Fees. <\/strong>All
\ncomputations of interest for Base Rate Loans when the Base Rate is determined by
\nBank of America153s “prime rate” shall be made on the basis of a year of 365 or
\n366 days, as the case may be, and actual days elapsed. All other computations of
\nfees and interest shall be made on the basis of a 360-day year and actual days
\nelapsed (which results in more fees or interest, as applicable, being paid than
\nif computed on the basis of a 365-day year), or, in the case of interest in
\nrespect of Committed Loans denominated in Alternative Currencies as to which
\nmarket practice differs from the foregoing, in accordance with such market
\npractice. Interest shall accrue on each Loan for the day on which the Loan is
\nmade, and shall not accrue on a Loan, or any portion thereof, for the day on
\nwhich the Loan or such portion is paid, provided<\/u> that any Loan that is
\nrepaid on the same day on which it is made shall, subject to Section
\n2.12(a)<\/u>, bear interest for one day. Each determination by the Administrative
\nAgent of an interest rate or fee hereunder shall be conclusive and binding for
\nall purposes, absent manifest error.<\/p>\n

2.11<\/strong> Evidence of Debt.<\/strong><\/p>\n

(a) The Credit Extensions made by each Lender shall be evidenced by one or
\nmore accounts or records maintained by such Lender and by the Administrative
\nAgent in the<\/p>\n

63<\/p>\n

\n

<\/p>\n

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

(b) In addition to the accounts and records referred to in subsection (a),
\neach Lender and the Administrative Agent shall maintain in accordance with its
\nusual practice accounts or records evidencing the purchases and sales by such
\nLender of participations in Letters of Credit and Swing Line Loans. In the event
\nof any conflict between the accounts and records maintained by the
\nAdministrative Agent and the accounts and records of any Lender in respect of
\nsuch matters, the accounts and records of the Administrative Agent shall control
\nin the absence of manifest error.<\/p>\n

2.12<\/strong> Payments Generally; Administrative Agent153s
\nClawback.<\/strong><\/p>\n

(a) General<\/u>. All payments to be made by the Borrowers shall be made
\nwithout condition or deduction for any counterclaim, defense, recoupment or
\nsetoff. Except as otherwise expressly provided herein and except with respect to
\nprincipal of and interest on Loans denominated in an Alternative Currency, all
\npayments by the Borrowers hereunder shall be made to the Administrative Agent,
\nfor the account of the respective Lenders to which such payment is owed, at the
\napplicable Administrative Agent153s Office in Dollars and in Same Day Funds not
\nlater than 11:00 a.m. on the date specified herein. Except as otherwise
\nexpressly provided herein, all payments by the Borrowers hereunder with respect
\nto principal and interest on Loans denominated in an Alternative Currency shall
\nbe made to the Administrative Agent, for the account of the respective Lenders
\nto which such payment is owed, at the applicable Administrative Agent153s Office
\nin such Alternative Currency and in Same Day Funds not later than the Applicable
\nTime specified by the Administrative Agent on the dates specified herein.
\nWithout limiting the generality of the foregoing, the Administrative Agent may
\nrequire that any payments due under this Agreement be made in the United States.
\nIf, for any reason, any Borrower is prohibited by any Requirement of Law from
\nmaking any required payment hereunder in an Alternative Currency, such Borrower
\nshall make such payment in Dollars in the Dollar Equivalent of the Alternative
\nCurrency payment amount. The Administrative Agent will promptly distribute to
\neach Lender its Applicable Percentage (or other applicable share as provided
\nherein) of such payment in like funds as received by wire transfer to such
\nLender153s Lending Office. All payments received by the Administrative Agent (i)
\nafter 11:00 a.m., in the case of payments in Dollars, or (ii) after the
\nApplicable Time specified by the Administrative Agent in the case of payments in
\nan Alternative Currency, shall in each case be deemed received on the next
\nsucceeding Business Day and any applicable interest or fee shall continue to
\naccrue.<\/p>\n

64<\/p>\n

\n

<\/p>\n

If any payment to be made by any Borrower shall come due on a day other than
\na Business Day, payment shall be made on the next following Business Day, and
\nsuch extension of time shall be reflected in computing interest or fees, as the
\ncase may be.<\/p>\n

(b) (i) Funding by Lenders; Presumption by Administrative Agent<\/u>.
\nUnless the Administrative Agent shall have received notice from a Lender prior
\nto the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or,
\nin the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon
\non the date of such Committed Borrowing) that such Lender will not make
\navailable to the Administrative Agent such Lender153s share of such Committed
\nBorrowing, the Administrative Agent may assume that such Lender has made such
\nshare available on such date in accordance with Section 2.02<\/u> (or, in the
\ncase of a Committed Borrowing of Base Rate Loans, that such Lender has made such
\nshare available in accordance with and at the time required by Section
\n2.02<\/u>) and may, in reliance upon such assumption, make available to the
\napplicable Borrower a corresponding amount. In such event, if a Lender has not
\nin fact made its share of the applicable Committed Borrowing available to the
\nAdministrative Agent, then the applicable Lender and the applicable Borrower
\nseverally agree to pay to the Administrative Agent forthwith on demand such
\ncorresponding amount in Same Day Funds with interest thereon, for each day from
\nand including the date such amount is made available to such Borrower to but
\nexcluding the date of payment to the Administrative Agent, at (A) in the case of
\na payment to be made by such Lender, the Overnight Rate, plus any
\nadministrative, processing or similar fees customarily charged by the
\nAdministrative Agent in connection with the foregoing, and (B) in the case of a
\npayment to be made by such Borrower, the interest rate applicable to Base Rate
\nLoans (which payment, for the avoidance of doubt, shall be in lieu of any other
\ninterest (other than interest at the Default Rate, if applicable) relating to
\nsuch portion of the relevant Committed Borrowing). If such Borrower and such
\nLender shall pay such interest to the Administrative Agent for the same or an
\noverlapping period, the Administrative Agent shall promptly remit to such
\nBorrower the amount of such interest paid by such Borrower for such period. If
\nsuch Lender pays its share of the applicable Committed Borrowing to the
\nAdministrative Agent, then the amount so paid shall constitute such Lender153s
\nCommitted Loan included in such Committed Borrowing. Any payment by such
\nBorrower shall be without prejudice to any claim such Borrower may have against
\na Lender that shall have failed to make such payment to the Administrative
\nAgent.<\/p>\n

(ii) Payments by Borrowers; Presumptions by Administrative Agent<\/u>.
\nUnless the Administrative Agent shall have received notice from a Borrower prior
\nto the date on which any payment is due to the Administrative Agent for the
\naccount of the Lenders or the L\/C Issuer hereunder that such Borrower will not
\nmake such payment, the Administrative Agent may assume that such Borrower has
\nmade such payment on such date in accordance herewith and may, in reliance upon
\nsuch assumption, distribute to the Appropriate Lenders or the L\/C Issuer, as the
\ncase may be, the amount due. In such event, if such Borrower has not in fact
\nmade such payment, then each of the Appropriate Lenders or the L\/C Issuer, as
\nthe case may be, severally agrees to repay to the Administrative Agent forthwith
\non demand the amount so distributed to such Lender or the L\/C Issuer, in Same
\nDay Funds with interest thereon, for each day from and including the date such
\namount is distributed to it to but excluding the date of payment to the
\nAdministrative Agent, at the Overnight Rate. A notice of the Administrative
\nAgent to any Lender or Borrower with respect to any amount owing under this
\nsubsection (b) shall be conclusive, absent manifest error.<\/p>\n

65<\/p>\n

\n

<\/p>\n

(c) Failure to Satisfy Conditions Precedent<\/u>. If any Lender makes
\navailable to the Administrative Agent funds for any Loan to be made by such
\nLender to any Borrower as provided in the foregoing provisions of this
\nArticle II<\/u>, and such funds are not made available to such Borrower by the
\nAdministrative Agent because the conditions to the applicable Credit Extension
\nset forth in Article IV<\/u> are not satisfied or waived in accordance with
\nthe terms hereof, the Administrative Agent shall return such funds (in like
\nfunds as received from such Lender) to such Lender, without interest.<\/p>\n

(d) Obligations of Lenders Several<\/u>. The obligations of the Lenders
\nhereunder to make Term Loans and Revolving Credit Loans, to fund participations
\nin Letters of Credit and Swing Line Loans and to make payments pursuant to
\nSection 10.04(c)<\/u> are several and not joint. The failure of any Lender to
\nmake any Committed Loan, to fund any such participation or to make any payment
\nunder Section 10.04(c)<\/u> on any date required hereunder shall not relieve
\nany other Lender of its corresponding obligation to do so on such date, and no
\nLender shall be responsible for the failure of any other Lender to so make its
\nCommitted Loan, to purchase its participation or to make its payment under
\nSection 10.04(c)<\/u>.<\/p>\n

(e) Funding Source<\/u>. Nothing herein shall be deemed to obligate any
\nLender to obtain the funds for any Loan in any particular place or manner or to
\nconstitute a representation by any Lender that it has obtained or will obtain
\nthe funds for any Loan in any particular place or manner.<\/p>\n

(f) Insufficient Funds<\/u>. If at any time insufficient funds are received
\nby and available to the Administrative Agent to pay fully all amounts of
\nprincipal, L\/C Borrowings, interest and fees then due hereunder, such funds
\nshall be applied (i) first<\/u>, toward payment of interest and fees then due
\nhereunder, ratably among the parties entitled thereto in accordance with the
\namounts of interest and fees then due to such parties, and (ii) second<\/u>,
\ntoward payment of principal and L\/C Borrowings then due hereunder, ratably among
\nthe parties entitled thereto in accordance with the amounts of principal and L\/C
\nBorrowings then due to such parties.<\/p>\n

2.13<\/strong> Sharing of Payments by Lenders.<\/strong> If any
\nLender shall, by exercising any right of setoff or counterclaim or otherwise,
\nobtain payment in respect of any principal of or interest on any of the
\nCommitted Loans made by it, or the participations in L\/C Obligations or in Swing
\nLine Loans held by it resulting in such Lender153s receiving payment of a
\nproportion of the aggregate amount of such Committed Loans or participations and
\naccrued interest thereon greater than its pro<\/u> rata<\/u> share thereof
\nas provided herein, then the Lender receiving such greater proportion shall (a)
\nnotify the Administrative Agent of such fact, and (b) purchase (for cash at face
\nvalue) participations in the Committed Loans and subparticipations in L\/C
\nObligations and Swing Line Loans of the other Lenders, or make such other
\nadjustments as shall be equitable, so that the benefit of all such payments
\nshall be shared by the Lenders ratably in accordance with the aggregate amount
\nof principal of and accrued interest on their respective Committed Loans and
\nother amounts owing them, provided<\/u> that:<\/p>\n

(i) if any such participations or subparticipations are purchased and all or
\nany portion of the payment giving rise thereto is recovered, such participations
\nor subparticipations shall be rescinded and the purchase price restored to the
\nextent of such recovery, without interest; and<\/p>\n

66<\/p>\n

\n

<\/p>\n

(ii) the provisions of this Section shall not be construed to apply to (x)
\nany payment made by or on behalf of a Borrower pursuant to and in accordance
\nwith the express terms of this Agreement (including the application of funds
\narising from the existence of a Defaulting Lender or a prepayment in accordance
\nwith Section 2.05(a)(ii)<\/u>), (y) the application of Cash Collateral
\nprovided for in Section 2.18<\/u>, or (z) any payment obtained by a Lender as
\nconsideration for the assignment of or sale of a participation in any of its
\nCommitted Loans or subparticipations in L\/C Obligations or Swing Line Loans to
\nany assignee or participant, other than to the Company or any Subsidiary thereof
\nin a transaction not in compliance with Section 2.05(a)(ii)<\/u> (as to which
\nthe provisions of this Section shall apply).<\/p>\n

Each Borrower 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
\nBorrower rights of setoff and counterclaim with respect to such participation as
\nfully as if such Lender were a direct creditor of such Borrower in the amount of
\nsuch participation.<\/p>\n

2.14<\/strong> Designated Borrowers.<\/strong><\/p>\n

(a) Effective as of the date hereof each of the Subsidiaries identified on
\nSchedule 2.14<\/u> shall be a “Designated Borrower” hereunder and may receive
\nRevolving Credit Loans for its account on the terms and conditions set forth in
\nthis Agreement.<\/p>\n

(b) The Company may at any time, upon not less than 15 Business Days153 notice
\nfrom the Company to the Administrative Agent (or such shorter period as may be
\nagreed by the Administrative Agent in its sole discretion), nominate any
\nadditional Wholly-Owned Subsidiary of the Company (an “Applicant
\nBorrower<\/u>“) as a Designated Borrower to receive Revolving Credit Loans and
\nobtain Letters of Credit for its account hereunder by delivering to the
\nAdministrative Agent (which shall promptly deliver counterparts thereof to each
\nRevolving Credit Lender) a duly executed notice and agreement in substantially
\nthe form of Exhibit H<\/u> (a “Designated Borrower Request and Assumption
\nAgreement<\/u>“). The parties hereto acknowledge and agree that prior to any
\nApplicant Borrower becoming entitled to utilize the credit facilities provided
\nfor herein the Administrative Agent and the Revolving Credit Lenders shall have
\nreceived such supporting resolutions, incumbency certificates, opinions of
\ncounsel and other documents or information, in form, content and scope
\nreasonably satisfactory to the Administrative Agent, as may be required by the
\nAdministrative Agent or any Revolving Credit Lender in their sole discretion,
\nand Notes signed by such new Borrowers to the extent any Revolving Credit
\nLenders so require. Following the giving of any notice pursuant to this
\nSection 2.14(b)<\/u>, if the designation of such Designated Borrower obligates
\nthe Administrative Agent or any Revolving Credit Lender to comply with “know
\nyour customer” or similar identification procedures in circumstances where the
\nnecessary information is not already available to it, the Company shall,
\npromptly upon the request of the Administrative Agent or any Revolving Credit
\nLender, supply such documentation and other evidence as is reasonably requested
\nby the Administrative Agent or any Revolving Credit Lender in order for the
\nAdministrative Agent or such Revolving Credit Lender to carry out and be
\nsatisfied it has complied with the results of all necessary “know your customer”
\nor other similar checks under all applicable laws and regulations. If the
\nAdministrative Agent and each of the Revolving Credit Lenders agree that an<\/p>\n

67<\/p>\n

\n

<\/p>\n

Applicant Borrower shall be entitled to receive Loans hereunder, then
\npromptly following receipt of all such requested resolutions, incumbency
\ncertificates, opinions of counsel and other documents or information, the
\nAdministrative Agent shall send a notice in substantially the form of
\nExhibit I<\/u> (a “Designated Borrower Notice<\/u>“) to the Company and the
\nRevolving Credit Lenders specifying the effective date upon which the Applicant
\nBorrower shall constitute a Designated Borrower for purposes hereof, whereupon
\neach of the Lenders agrees to permit such Designated Borrower to receive
\nRevolving Credit Loans and obtain Letters of Credit for its account hereunder,
\non the terms and conditions set forth herein, and each of the parties agrees
\nthat such Designated Borrower otherwise shall be a Borrower for all purposes of
\nthis Agreement; provided<\/u> that no Committed Loan Notice or Letter of
\nCredit Application may be submitted by or on behalf of such Designated Borrower
\nuntil the date five Business Days after such effective date.<\/p>\n

(c) The Obligations under this Agreement of all Designated Borrowers that are
\nDomestic Subsidiaries shall be joint and several in nature. The Obligations
\nunder this Agreement of all Designated Borrowers that are Foreign Subsidiaries
\nshall be several in nature.<\/p>\n

(d) Each Subsidiary of the Company that is or becomes a “Designated Borrower”
\npursuant to this Section 2.14<\/u> hereby irrevocably appoints the Company as
\nits agent for all purposes relevant to this Agreement and each of the other Loan
\nDocuments, including (i) the giving and receipt of notices, (ii) the execution
\nand delivery of all documents, instruments and certificates contemplated herein
\nand all modifications hereto, and (iii) except as otherwise requested by a
\nDesignated Borrower in the applicable Committed Loan Notice, the receipt of the
\nproceeds of any Loans made by the Lenders to any such Designated Borrower
\nhereunder. Any acknowledgment, consent, direction, certification or other action
\nwhich might otherwise be valid or effective only if given or taken by all
\nBorrowers, or by each Borrower acting singly, shall be valid and effective if
\ngiven or taken only by the Company, whether or not any such other Borrower joins
\ntherein. Any notice, demand, consent, acknowledgement, direction, certification
\nor other communication delivered to the Company in accordance with the terms of
\nthis Agreement shall be deemed to have been delivered to each Designated
\nBorrower.<\/p>\n

(e) The Company may from time to time, upon not less than 15 Business Days153
\nnotice from the Company to the Administrative Agent (or such shorter period as
\nmay be agreed by the Administrative Agent in its sole discretion), terminate a
\nDesignated Borrower153s status as such, provided<\/u> that there are no
\noutstanding Loans payable by such Designated Borrower, or other amounts payable
\nby such Designated Borrower on account of any Loans made to it, as of the
\neffective date of such termination. The Administrative Agent will promptly
\nnotify the Lenders of any such termination of a Designated Borrower153s status.\n<\/p>\n

2.15<\/strong> Increase in Revolving Credit Facility.<\/strong>\n<\/p>\n

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

68<\/p>\n

\n

<\/p>\n

consultation with the Administrative Agent) shall specify the time period
\nwithin which each Lender is requested to respond (which shall in no event be
\nless than ten Business Days from the date of delivery of such notice to the
\nLenders).<\/p>\n

(b) Lender Elections to Increase<\/u>. Each Lender shall notify the
\nAdministrative Agent within such time period whether or not it agrees to
\nincrease its Commitment and, if so, whether by an amount equal to, greater than,
\nor less than its Applicable Percentage of such requested increase. Any Lender
\nnot responding within such time period shall be deemed to have declined to
\nincrease its Commitment.<\/p>\n

(c) Notification by Administrative Agent; Additional Lenders<\/u>. The
\nAdministrative Agent shall notify the Company and each Lender of the Lenders153
\nresponses to each request made hereunder. To achieve the full amount of a
\nrequested increase and subject to the approval of the Administrative Agent, the
\nL\/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably
\nwithheld), the Company may also invite additional Eligible Assignees to become
\nLenders pursuant to a joinder agreement in form and substance satisfactory to
\nthe Administrative Agent and its counsel.<\/p>\n

(d) Effective Date and Allocations<\/u>. If the Aggregate Commitments are
\nincreased in accordance with this Section, the Administrative Agent and the
\nCompany shall determine the effective date (the “Increase Effective
\nDate<\/u>“) and the final allocation of such increase. The Administrative Agent
\nshall promptly notify the Company and the Lenders of the final allocation of
\nsuch increase and the Increase Effective Date.<\/p>\n

(e) Conditions to Effectiveness of Increase<\/u>. As a condition precedent
\nto such increase, the Company shall deliver to the Administrative Agent a
\ncertificate of each Loan Party dated as of the Increase Effective Date signed by
\na Responsible Officer of such Loan Party (i) certifying and attaching the
\nresolutions adopted by such Loan Party approving or consenting to such increase,
\nand (ii) in the case of the Company, certifying that, before and after giving
\neffect to such increase, (A) the representations and warranties (1) of the
\nBorrowers contained in Article V<\/u> and (2) of each Loan Party contained in
\neach other Loan Document or in any document furnished at any time under or in
\nconnection herewith or therewith, are (x) in the case of representations and
\nwarranties that are qualified as to materiality, true and correct, and (y) in
\nthe case of representations and warranties that are not qualified as to
\nmateriality, true and correct in all material respects, in each case on and as
\nof the date of the Increase Effective Date, except to the extent that such
\nrepresentations and warranties specifically refer to an earlier date, in which
\ncase they are true and correct or true and correct in all material respects, as
\nthe case may be, as of such earlier date; provided that the representations and
\nwarranties contained in Section 5.09<\/u> shall be deemed to refer to the most
\nrecent Financial Statements furnished pursuant to subsections (a)<\/u> and
\n(b)<\/u> of Section 6.01<\/u>, and (B) no Default exists. The Borrowers
\nshall prepay any Committed Loans outstanding on the Increase Effective Date (and
\npay any additional amounts required pursuant to Section 3.05<\/u>) to the
\nextent necessary to keep the outstanding Committed Loans ratable with any
\nrevised Applicable Percentages arising from any nonratable increase in the
\nCommitments under this Section.<\/p>\n

(f) Conflicting Provisions<\/u>. This Section shall supersede any
\nprovisions in Section 2.13<\/u> or 10.01<\/u> to the contrary.<\/p>\n

69<\/p>\n

\n

<\/p>\n

2.16<\/strong> Increase in Term A Facility.<\/strong><\/p>\n

(a) Request for Increase<\/u>. Provided there exists no Default, upon
\nnotice to the Administrative Agent (which shall promptly notify the Term A
\nLenders), the Company may from time to time, request an increase in the Term A
\nLoans by an amount (for all such requests) not exceeding the Maximum Increase
\nAmount; provided that any such request for an increase shall be in a minimum
\namount of $25,000,000. At the time of sending such notice, the Company (in
\nconsultation with the Administrative Agent) shall specify the time period within
\nwhich each Term A Lender is requested to respond (which shall in no event be
\nless than ten Business Days from the date of delivery of such notice to the Term
\nA Lenders).<\/p>\n

(b) Lender Elections to Increase<\/u>. Each Term A Lender shall notify the
\nAdministrative Agent within such time period whether or not it agrees to
\nincrease its Term A Loans and, if so, whether by an amount equal to, greater
\nthan, or less than its ratable portion (based on such Term A Lender153s Applicable
\nPercentage in respect of the Term A Facility) of such requested increase. Any
\nTerm A Lender not responding within such time period shall be deemed to have
\ndeclined to increase its Term A Loans.<\/p>\n

(c) Notification by Administrative Agent; Additional Term A Lenders;
\nAmendments<\/u>. The Administrative Agent shall notify the Company and each Term
\nA Lender of the Term A Lenders153 responses to each request made hereunder. To
\nachieve the full amount of a requested increase, and subject to the approval of
\nthe Administrative Agent (which approval shall not be unreasonably withheld),
\nthe Company may also invite additional Eligible Assignees to become Term A
\nLenders pursuant to a joinder agreement in form and substance reasonably
\nsatisfactory to the Administrative Agent and its counsel. Notwithstanding
\nanything in this Agreement to the contrary, in connection with any increase
\nhereunder, this Agreement and the other Loan Documents may be amended in a
\nwriting executed and delivered by the Company, the Administrative Agent, the
\nLenders participating in such increase (without any further consent of Required
\nLenders or Required Term A Lenders that would otherwise be required under
\nSection 10.01<\/u>) to reflect any changes (including, without limitation,
\nchanges to Section 10.01<\/u> and the definitions related thereto) necessary
\nto give effect to such increase in accordance with its terms as set forth
\nherein.<\/p>\n

(d) Effective Date and Allocations<\/u>. If the Term A Loans are increased
\nin accordance with this Section, the Administrative Agent and the Company shall
\ndetermine the effective date (the “Term Increase Effective Date<\/u>“) and the
\nfinal allocation of such increase. The Administrative Agent shall promptly
\nnotify the Company and the Term A Lenders of the final allocation of such
\nincrease and the Term Increase Effective Date. As of the Term Increase Effective
\nDate, the amortization schedule for the Term Loans set forth in Section
\n2.07(a)<\/u> shall be amended to ratably increase the then-remaining unpaid
\ninstallments of principal in accordance with the amounts in effect immediately
\nprior to the Term Increase Effective Date. Such amendment may be executed and
\ndelivered by the Administrative Agent and the Loan Parties without the consent
\nof any other party.<\/p>\n

(e) Conditions to Effectiveness of Increase<\/u>. Notwithstanding the
\nforegoing, no increase to the Term A Facility shall become effective under this
\nSection 2.16<\/u> unless (i) on the date of such effectiveness, the conditions
\nset forth in Sections 4.02(a)<\/u> and 4.02(b)<\/u> shall be<\/p>\n

70<\/p>\n

\n

<\/p>\n

satisfied and the Administrative Agent shall have received a certificate to
\nthat effect dated such date and executed by a Responsible Officer of the
\nCompany, (ii) after giving effect to such increase, (A) the Company would be in
\ncompliance, on a pro forma basis, with the covenants set forth in Section
\n7.12<\/u> and (B) no Default has occurred and is continuing or would result
\ntherefrom, and the Administrative Agent shall have received a certificate to
\nthat effect dated the Term Increase Effective Date and executed by a Responsible
\nOfficer of the Company, (iii) all reasonable fees and expenses owing to the
\nAdministrative Agent and the Term Lenders shall have been paid and (iv) the
\nAdministrative Agent shall have received legal opinions, board resolutions and
\nother closing certificates reasonably requested by the Administrative Agent and
\nsubstantially consistent with those delivered on the Closing Date under
\nSection 4.01<\/u>.<\/p>\n

(f) Conflicting Provisions<\/u>. This Section shall supersede any
\nprovisions in Section 2.13<\/u> or 10.01<\/u> to the contrary.<\/p>\n

2.17<\/strong> New Term Facilities.<\/strong><\/p>\n

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

71<\/p>\n

\n

<\/p>\n

conditions as those set forth in this Agreement, except as set forth in
\nclause (ii)<\/u> or (iii)<\/u> above or to the extent reasonably
\nsatisfactory to the Administrative Agent.<\/p>\n

(b) Proposed Lenders<\/u>. Any proposed New Term Loans may be requested
\nfrom existing Lenders, new prospective lenders who are Eligible Assignees or a
\ncombination thereof, as selected by, and with such allocations of committed
\namounts as may be determined by, the lead arranger(s) thereof and\/or the
\nCompany, provided<\/u> that any New Term Loans made by an Eligible Assignee
\nshall be in a principal amount of $1,000,000 or an integral multiple of $500,000
\nin excess thereof. Any Lender approached to provide all or a portion of the New
\nTerm Loans may elect or decline, in its sole discretion, to provide New Term
\nLoans.<\/p>\n

(c) Notification by Administrative Agent; Amendments<\/u>. The
\nAdministrative Agent shall promptly notify the Company and the Lenders of the
\namount and effective date (the “New Term Loans Funding Date<\/u>“) of any New
\nTerm Loan. Notwithstanding anything in this Agreement to the contrary, in
\nconnection with any New Term Loan, this Agreement and the other Loan Documents
\nmay be amended in a writing executed and delivered by the Company and the
\nAdministrative Agent (without any further consent of Required Revolving Lenders
\nor Required Term A Lenders that would otherwise be required under Section
\n10.01<\/u>) to reflect any changes (including, without limitation, changes to
\nSection 10.01<\/u> and the definitions related thereto) necessary to give
\neffect to such New Term Loan in accordance with its terms as set forth herein,
\nwhich may include the addition of such New Term Loans as a separate facility,
\npermit sharing set forth in Section 2.13<\/u> in a manner consistent with the
\ntreatment hereunder of the Term A Facility, and to otherwise (subject to the
\nproviso to Section 2.17(a)<\/u>) treat such New Term Loans in a manner
\nconsistent with the Term A Loans.<\/p>\n

(d) Conditions to Effectiveness of New Advances<\/u>. Notwithstanding the
\nforegoing, no New Term Loans shall be made hereunder unless (i) on the New Term
\nLoans Funding Date, the conditions set forth in Sections 4.02(a)<\/u> and
\n4.02(b)<\/u> shall be satisfied and the Administrative Agent shall have
\nreceived a certificate to that effect dated such date and executed by a
\nResponsible Officer of the Company, (ii) after giving effect to the borrowing of
\nsuch New Term Loans, (A) the Company would be in compliance, on a pro forma
\nbasis, with the covenants set forth in Section 7.12<\/u> and (B) no Default
\nhas occurred and is continuing or would result therefrom, and the Administrative
\nAgent shall have received a certificate to that effect dated the New Term Loans
\nFunding Date and executed by a Responsible Officer of the Company, (iii) all
\nreasonable fees and expenses owing to the Administrative Agent and the lenders
\nproviding the New Term Loans shall have been paid and (iv) the Administrative
\nAgent shall have received legal opinions, board resolutions and other closing
\ncertificates reasonably requested by the Administrative Agent and substantially
\nconsistent with those delivered on the Closing Date under Section 4.01<\/u>.\n<\/p>\n

(e) Conflicting Provisions<\/u>. This Section shall supersede any
\nprovisions in Section 2.13<\/u> or 10.01<\/u> to the contrary.<\/p>\n

2.18<\/strong> Cash Collateral.<\/strong><\/p>\n

(a) Certain Credit Support Events<\/u>. At any time that there shall exist
\na Defaulting Lender, immediately upon the request of the Administrative Agent,
\nthe L\/C Issuer or<\/p>\n

72<\/p>\n

\n

<\/p>\n

the Swing Line Lender, the applicable Borrower shall deliver to the
\nAdministrative Agent Cash Collateral in an amount sufficient to cover all
\nFronting Exposure (after giving effect to Section 2.19(a)(iv)<\/u> and any
\nCash Collateral provided by the Defaulting Lender).<\/p>\n

(b) Grant of Security Interest<\/u>. All Cash Collateral (other than credit
\nsupport not constituting funds subject to deposit) provided pursuant to
\nSection 2.18(a)<\/u> or any other section of this Agreement shall be
\nmaintained in blocked, non-interest bearing deposit accounts at Bank of America.
\nThe applicable Borrower, and to the extent provided by any Lender, such Lender,
\nhereby grants to (and subjects to the control of) the Administrative Agent, for
\nthe benefit of the Administrative Agent, the L\/C Issuer and the Lenders
\n(including the Swing Line Lender), and agrees to maintain, a first priority
\nsecurity interest in all such cash, deposit accounts and all balances therein,
\nand all other property so provided as collateral pursuant hereto, and in all
\nproceeds of the foregoing, all as security for the obligations to which such
\nCash Collateral may be applied pursuant to Section 2.18(c)<\/u>. If at any
\ntime the Administrative Agent determines that Cash Collateral is subject to any
\nright or claim of any Person other than the Administrative Agent as herein
\nprovided, or that the total amount of such Cash Collateral is less than the
\napplicable Fronting Exposure and other obligations secured thereby, the
\napplicable Borrower or the relevant Defaulting Lender will, promptly upon demand
\nby the Administrative Agent, pay or provide to the Administrative Agent
\nadditional Cash Collateral in an amount sufficient to eliminate such deficiency.\n<\/p>\n

(c) Application<\/u>. Notwithstanding anything to the contrary contained in
\nthis Agreement, Cash Collateral provided under any provision hereof in respect
\nof Letters of Credit or Swing Line Loans shall be held and applied to the
\nsatisfaction of the specific L\/C Obligations, Swing Line Loans, obligations to
\nfund participations therein (including, as to Cash Collateral provided by a
\nDefaulting Lender, any interest accrued on such obligation) and other
\nobligations for which the Cash Collateral was so provided, prior to any other
\napplication of such property as may be provided for herein.<\/p>\n

(d) Release<\/u>. Cash Collateral (or the appropriate portion thereof)
\nprovided to reduce Fronting Exposure or other obligations shall be released
\npromptly following (i) the elimination of the applicable Fronting Exposure or
\nother obligations giving rise thereto (including by the termination of
\nDefaulting Lender status of the applicable Lender (or, as appropriate, its
\nassignee following compliance with Section 10.06(b)(vi)<\/u>)) or (ii) the
\nAdministrative Agent153s good faith determination that there exists excess Cash
\nCollateral; provided<\/u>, however, (x) that Cash Collateral furnished by or
\non behalf of a Loan Party shall not be released during the continuance of a
\nDefault or Event of Default (and following application as provided in this
\nSection 2.18<\/u> may be otherwise applied in accordance with Section
\n8.03<\/u>), and (y) the Person providing Cash Collateral and the L\/C Issuer or
\nSwing Line Lender, as applicable, may agree that Cash Collateral shall not be
\nreleased but instead held to support future anticipated Fronting Exposure or
\nother obligations.<\/p>\n

73<\/p>\n

\n

<\/p>\n

2.19<\/strong> Defaulting Lenders.<\/strong>
\nAdjustments<\/u>. Notwithstanding anything to the contrary contained in this
\nAgreement, if any Lender becomes a Defaulting Lender, then, until such time as
\nthat Lender is no longer a Defaulting Lender, to the extent permitted by
\napplicable Governmental Rule:<\/p>\n

(i) Waivers and Amendments<\/u>. That Defaulting Lender153s right to approve
\nor disapprove any amendment, waiver or consent with respect to this Agreement
\nshall be restricted as set forth in Section 10.01<\/u>.<\/p>\n

(ii) Reallocation of Payments<\/u>. Any payment of principal, interest,
\nfees or other amounts received by the Administrative Agent for the account of
\nthat Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to
\nArticle VIII<\/u> or otherwise, and including any amounts made available to
\nthe Administrative Agent by that Defaulting Lender pursuant to Section
\n10.08<\/u>), shall be applied at such time or times as may be determined by the
\nAdministrative Agent as follows: first<\/em>, to the payment of any amounts
\nowing by that Defaulting Lender to the Administrative Agent hereunder;
\nsecond<\/em>, to the payment on a pro rata basis of any amounts owing by that
\nDefaulting Lender to the L\/C Issuer or Swing Line Lender hereunder;
\nthird<\/em>, if so determined by the Administrative Agent or requested by the
\nL\/C Issuer or Swing Line Lender, to be held as Cash Collateral for future
\nfunding obligations of that Defaulting Lender of any participation in any Swing
\nLine Loan or Letter of Credit; fourth<\/em>, as the Company may request (so
\nlong as no Default or Event of Default exists), to the funding of any Loan in
\nrespect of which that Defaulting Lender has failed to fund its portion thereof
\nas required by this Agreement, as determined by the Administrative Agent;
\nfifth<\/em>, if so determined by the Administrative Agent and the Company, to
\nbe held in a non-interest bearing deposit account and released in order to
\nsatisfy obligations of that Defaulting Lender to fund Loans under this
\nAgreement; sixth<\/em>, to the payment of any amounts owing to the Lenders,
\nthe L\/C Issuer or Swing Line Lender as a result of any judgment of a court of
\ncompetent jurisdiction obtained by any Lender, the L\/C Issuer or Swing Line
\nLender against that Defaulting Lender as a result of that Defaulting Lender153s
\nbreach of its obligations under this Agreement; seventh<\/em>, so long as no
\nDefault or Event of Default exists, to the payment of any amounts owing to the
\nBorrowers as a result of any judgment of a court of competent jurisdiction
\nobtained by such Borrower against that Defaulting Lender as a result of that
\nDefaulting Lender153s breach of its obligations under this Agreement; and
\neighth<\/em>, to that Defaulting Lender or as otherwise directed by a court
\nof competent jurisdiction; provided<\/u> that if (A) such payment is a payment
\nof the principal amount of any Loans or L\/C Borrowings in respect of which that
\nDefaulting Lender has not fully funded its appropriate share and (B) such Loans
\nor L\/C Borrowings were made at a time when the conditions set forth in
\nSection 4.02<\/u> were satisfied or waived, such payment shall be applied
\nsolely to pay the Loans of, and L\/C Borrowings owed to, all non-Defaulting
\nLenders on a pro rata basis prior to being applied to the payment of any Loans
\nof, or L\/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments
\nor other amounts paid or payable to a Defaulting Lender that are applied (or
\nheld) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
\npursuant to this Section 2.19(a)(ii)<\/u> shall be deemed paid to and
\nredirected by that Defaulting Lender, and each Lender irrevocably consents
\nhereto.<\/p>\n

74<\/p>\n

\n

<\/p>\n

(iii) Certain Fees<\/u>. That Defaulting Lender (A) shall not be entitled
\nto receive any commitment fee pursuant to Section 2.09(a)<\/u> for any period
\nduring which that Lender is a Defaulting Lender (and the Borrower shall not be
\nrequired to pay any such fee that otherwise would have been required to have
\nbeen paid to that Defaulting Lender) for any period during which that Lender is
\na Defaulting Lender and (B) shall be limited in its right to receive Letter of
\nCredit Fees as provided in Section 2.03(i)<\/u>.<\/p>\n

(iv) Reallocation of Applicable Percentages to Reduce Fronting
\nExposure<\/u>. During any period in which there is a Defaulting Lender, for
\npurposes of computing the amount of the obligation of each non-Defaulting Lender
\nto acquire, refinance or fund participations in Letters of Credit or Swing Line
\nLoans pursuant to Sections 2.03<\/u> and 2.04<\/u>, the “Applicable
\nPercentage” of each non-Defaulting Lender shall be computed without giving
\neffect to the Commitment of that Defaulting Lender; provided<\/u>, that, (A)
\neach such reallocation shall be given effect only if, at the date the applicable
\nLender becomes a Defaulting Lender, the conditions set forth in Section 4.02 (a)
\nand (b) are satisfied (and, unless the Company shall have otherwise notified the
\nAdministrative Agent at such time, the Company shall be deemed to have
\nrepresented and warranted that such conditions are satisfied at such time); and
\n(B) the aggregate obligation of each non-Defaulting Lender to acquire, refinance
\nor fund participations in Letters of Credit and Swing Line Loans shall not
\nexceed the positive difference, if any, of (1) the Commitment of that
\nnon-Defaulting Lender minus<\/u> (2) the aggregate Outstanding Amount of the
\nCommitted Loans of that Lender.<\/p>\n

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

ARTICLE III.
\nTAXES, YIELD PROTECTION AND ILLEGALITY<\/strong><\/p>\n

3.01<\/strong> Taxes.<\/strong><\/p>\n

(a) L\/C Issuer<\/u>. For purposes of this Section 3.01<\/u>, the term
\n“Lender” includes any L\/C Issuer.<\/p>\n

75<\/p>\n

\n

<\/p>\n

(b) Payments Free of Taxes<\/u>. Any and all payments by or on account of
\nany obligation of any Borrower under any Loan Document shall be made without
\ndeduction or withholding for any Taxes, except as required by applicable
\nGovernmental Rules. If any applicable Governmental Rule requires the deduction
\nor withholding of any Tax from any such payment, then the applicable Borrower
\nand the Administrative Agent shall be entitled to make such deduction or
\nwithholding and shall timely pay the full amount deducted or withheld to the
\nrelevant Governmental Authority in accordance with applicable Governmental Rule
\nand, if such Tax is an Indemnified Tax, then the sum payable by the applicable
\nBorrower shall be increased as necessary so that after such deduction or
\nwithholding has been made (including such deductions and withholdings applicable
\nto additional sums payable under this Section) the applicable Recipient receives
\nan amount equal to the sum it would have received had no such deduction or
\nwithholding been made.<\/p>\n

(c) Payment of Other Taxes by the Borrowers<\/u>. The Borrowers shall
\ntimely pay to the relevant Governmental Authority in accordance with applicable
\nGovernmental Rule, or at the option of the Administrative Agent timely reimburse
\nit for the payment of, any Other Taxes.<\/p>\n

(d) Indemnification by the Borrowers<\/u>. The Borrowers shall indemnify
\neach Recipient, within 10 days after demand therefor, for the full amount of any
\nIndemnified Taxes and Other Taxes (including Indemnified Taxes imposed or
\nasserted on or attributable to amounts payable under this Section) payable or
\npaid by such Recipient or required to be withheld or deducted from a payment to
\nsuch Recipient and any reasonable expenses arising therefrom or with respect
\nthereto, whether or not such Indemnified Taxes were correctly or legally imposed
\nor asserted by the relevant Governmental Authority. Each Borrower shall also,
\nand does hereby, indemnify the Administrative Agent, and shall make payment in
\nrespect thereof within 10 days after demand therefor, for any amount which a
\nLender for any reason fails to pay indefeasibly to the Administrative Agent as
\nrequired by Section 3.01(e)<\/u> so long as the Administrative Agent shall
\nhave in good faith made a written demand upon such Lender for the applicable
\npayment and such payment demand has not been satisfied in full by the applicable
\nLender within 30 days after such written demand. In the event of a payment to
\nthe Administrative Agent by a Borrower pursuant to the preceding sentence, upon
\nthe request of a Borrower, the Administrative Agent shall execute and deliver
\nsuch documents or instruments as the applicable Borrower may reasonably request
\nto assign to the applicable Borrower any claims that the Administrative Agent
\nmay have against the applicable Lender with respect to the payments to the
\nAdministrative Agent that were required to have been made pursuant to
\nSection 3.01(e)<\/u> below (including the right of set off provided in the
\nlast sentence of Section 3.01(e)<\/u> below). A certificate as to the amount
\nof such payment or liability delivered to the Company by a Lender (with a copy
\nto the Administrative Agent), or by the Administrative Agent on its own behalf
\nor on behalf of a Lender, shall be conclusive absent manifest error.<\/p>\n

(e) Indemnification by the Lenders<\/u>. Each Lender shall severally
\nindemnify the Administrative Agent, within 10 days after demand therefor, for
\n(i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only
\nto the extent that any Borrower has not already indemnified the Administrative
\nAgent for such Indemnified Taxes or Other Taxes and without limiting the
\nobligation of the Borrowers to do so), (ii) any Taxes attributable to such
\nLender153s failure to comply with the provisions of Section 10.06(d)<\/u>
\nrelating to the maintenance of a<\/p>\n

76<\/p>\n

\n

<\/p>\n

Participant Register and (iii) any Excluded Taxes attributable to such
\nLender, in each case, that are payable or paid by the Administrative Agent in
\nconnection with any Loan Document, and any reasonable expenses arising therefrom
\nor with respect thereto, whether or not such Taxes were correctly or legally
\nimposed or asserted by the relevant Governmental Authority. A certificate as to
\nthe amount of such payment or liability delivered to any Lender by the
\nAdministrative Agent shall be conclusive absent manifest error. Each Lender
\nhereby authorizes the Administrative Agent to set off and apply any and all
\namounts at any time owing to such Lender under any Loan Document or otherwise
\npayable by the Administrative Agent to the Lender from any other source against
\nany amount due to the Administrative Agent under this paragraph (e).<\/p>\n

(f) Evidence of Payments<\/u>. Upon request by a Borrower or the
\nAdministrative Agent, as the case may be, after any payment of Taxes by such
\nBorrower or by the Administrative Agent to a Governmental Authority pursuant to
\nthis Section 3.01<\/u>, such Borrower shall deliver to the Administrative
\nAgent or the Administrative Agent shall deliver to such Borrower, as the case
\nmay be, the original or a certified copy of a receipt issued by such
\nGovernmental Authority evidencing such payment, a copy of the return reporting
\nsuch payment or other evidence of such payment reasonably satisfactory to
\nrequesting Borrower or the Administrative Agent.<\/p>\n

(g) Status of Lenders<\/u>. (i) Any Lender that is entitled to an exemption
\nfrom or reduction of withholding Tax with respect to payments made under any
\nLoan Document shall deliver to the Company and the Administrative Agent
\n(provided that the Administrative Agent shall be under no obligation to so
\nrequest), at the time or times reasonably requested by the Company or the
\nAdministrative Agent, such properly completed and executed documentation
\nreasonably requested by the Company or the Administrative Agent as will permit
\nsuch payments to be made without withholding or at a reduced rate of
\nwithholding. In addition, any Lender, if reasonably requested by the Company or
\nthe Administrative Agent, shall deliver such other documentation prescribed by
\napplicable law or reasonably requested by the Company or the Administrative
\nAgent as will enable the Company or the Administrative Agent to determine
\nwhether or not such Lender is subject to backup withholding or information
\nreporting requirements. Notwithstanding anything to the contrary in the
\npreceding two sentences, the completion, execution and submission of such
\ndocumentation (other than such documentation set forth in Section
\n3.01(g)(ii)(A), (ii)(B) and (ii)(D)<\/u> below) shall not be required if in the
\nLender153s reasonable judgment such completion, execution or submission would
\nsubject such Lender to any material unreimbursed cost or expense or would
\nmaterially prejudice the legal or commercial position of such Lender.<\/p>\n

(ii) Without limiting the generality of the foregoing, in the event that a
\nBorrower is a U.S. Borrower,<\/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 under this Agreement (and from time to time thereafter upon the
\nreasonable request of the Company or the Administrative Agent), executed
\noriginals of IRS Form W-9 certifying that such Lender is exempt from U.S.
\nfederal backup withholding tax;<\/p>\n

77<\/p>\n

\n

<\/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 K-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 applicable Borrower within the meaning of Section
\n881(c)(3)(B) of the Code, or a CFC described in Section 881(c)(3)(C) of the Code
\n(a “U.S. Tax Compliance Certificate<\/u>“) and (y) executed originals of IRS
\nForm 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 L-2<\/u>
\nor Exhibit L-3<\/u>, IRS Form W-9, and\/or other certification documents from
\neach beneficial owner, as applicable; provided<\/u> that if the Foreign Lender
\nis a partnership and one or more direct or indirect partners of such Foreign
\nLender are claiming the portfolio interest exemption, such Foreign Lender may
\nprovide a U.S. Tax Compliance Certificate substantially in the form of
\nExhibit L-4<\/u> on behalf 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 becomes a Lender under this Agreement (and from time to time
\nthereafter upon the reasonable request of the Company or the Administrative<\/p>\n

78<\/p>\n

\n

<\/p>\n

Agent), executed originals of any other form prescribed by applicable
\nGovernmental Rule as a basis for claiming exemption from or a reduction in U.S.
\nfederal withholding Tax, duly completed, together with such supplementary
\ndocumentation as may be prescribed by applicable Governmental Rule to permit the
\nCompany or the Administrative Agent to determine the withholding or deduction
\nrequired 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
\nGovernmental Rule (including as prescribed by Section 1471(b)(3)(C)(i) of the
\nCode) and such additional documentation reasonably requested by the Company or
\nthe Administrative Agent as may be necessary for the Company and the
\nAdministrative Agent to comply with their obligations under FATCA and to
\ndetermine that such Lender has complied with such Lender153s obligations under
\nFATCA or to determine the amount to deduct and withhold from such payment.
\nSolely for purposes of this clause (D), “FATCA” shall include any amendments
\nmade to FATCA after the date of this Agreement.<\/p>\n

(iii) Each Lender agrees that if any form or certification it previously
\ndelivered expires or becomes obsolete or inaccurate in any respect, it shall
\nupdate such form or certification or promptly notify the Company and the
\nAdministrative Agent in writing of its legal inability to do so. Each Lender
\nshall promptly take such steps (at the cost and expense of the Company) as shall
\nnot be materially disadvantageous to it, in the reasonable judgment of such
\nLender, and as may be reasonably necessary (including the re-designation of its
\nLending Office) to avoid any requirement of applicable Requirements of Law of
\nany such jurisdiction that any Borrower make any deduction or withholding for
\ntaxes from amounts payable to such Lender. Additionally, each Borrower shall
\npromptly deliver to the Administrative Agent or any Lender, as the
\nAdministrative Agent or such Lender shall reasonably request, on or prior to the
\nClosing Date, and in a timely fashion thereafter, such documents and forms
\nrequired by any relevant taxing authorities under the Requirements of Law of any
\njurisdiction, duly executed and completed by such Borrower, as are required to
\nbe furnished by such Lender or the Administrative Agent under such Requirements
\nof Law in connection with any payment by the Administrative Agent or any Lender
\nof Taxes or Other Taxes, or otherwise in connection with the Loan Documents,
\nwith respect to such jurisdiction.<\/p>\n

(h) Treatment of Certain Refunds<\/u>. If any party determines, in its sole
\ndiscretion exercised in good faith, that it has received a refund (or the amount
\nof any credit in lieu of refund) of any Taxes as to which it has been
\nindemnified pursuant to this Section 3.01<\/u> (including by the payment of
\nadditional amounts pursuant to this Section 3.01<\/u>), it shall pay to the
\nindemnifying party an amount equal to such refund (but only to the extent of
\nindemnity payments made under this Section with respect to the Taxes giving rise
\nto such refund (or credit<\/p>\n

79<\/p>\n

\n

<\/p>\n

in lieu of refund)), net of all out-of-pocket expenses (including Taxes) of
\nsuch indemnified party and without interest (other than any interest paid by the
\nrelevant Governmental Authority with respect to such refund). Such indemnifying
\nparty, upon the request of such indemnified party, shall repay to such
\nindemnified party the amount paid over pursuant to this paragraph (h) (plus any
\npenalties, interest or other charges imposed by the relevant Governmental
\nAuthority) in the event that such indemnified party is required to repay such
\nrefund to such Governmental Authority. Notwithstanding anything to the contrary
\nin this paragraph (h), in no event will the indemnified party be required to pay
\nany amount to an indemnifying party pursuant to this paragraph (h) to the extent
\nthe payment of such amount would place the indemnified party in a less favorable
\nnet after-Tax position than the indemnified party would have been in if the
\nindemnification payments or additional amounts giving rise to such refund had
\nnever been paid. This paragraph shall not be construed to require any
\nindemnified party to make available its Tax returns (or any other information
\nrelating to its Taxes that it deems confidential) to the indemnifying party or
\nany other Person.<\/p>\n

(i) Survival<\/u>. Each party153s obligations under this Section 3.01<\/u>
\nshall survive the resignation or replacement of the Administrative Agent or any
\nassignment of rights by, or the replacement of, a Lender, the termination of the
\nCommitments and the repayment, satisfaction or discharge of all obligations
\nunder any Loan Document.<\/p>\n

3.02<\/strong> Illegality. <\/strong>If any Lender determines
\nthat any Requirements of Law has made it unlawful, or that any Governmental
\nAuthority has asserted that it is unlawful, for any Lender or its applicable
\nLending Office to make, maintain or fund Eurocurrency Rate Loans (whether
\ndenominated in Dollars or an Alternative Currency), or to determine or charge
\ninterest rates based upon the Eurocurrency Rate, or any Governmental Authority
\nhas imposed material restrictions on the authority of such Lender to purchase or
\nsell, or to take deposits of, Dollars or any Alternative Currency in the
\napplicable interbank market, then, (a) on notice thereof by such Lender to the
\nCompany through the Administrative Agent, any obligation of such Lender to make
\nor continue Eurocurrency Rate Loans in the affected currency or currencies or,
\nin the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate
\nCommitted Loans to Eurocurrency Rate Loans, shall be suspended, and (b) if such
\nnotice asserts the illegality of such Lender making or maintaining Base Rate
\nLoans the interest rate on which is determined by reference to the Eurocurrency
\nRate component of the Base Rate, the interest rate on which Base Rate Loans of
\nsuch Lender shall, if necessary to avoid such illegality, be determined by the
\nAdministrative Agent without reference to the Eurocurrency Rate component of the
\nBase Rate, in each case until such Lender notifies the Administrative Agent and
\nthe Borrower that the circumstances giving rise to such determination no longer
\nexist. Upon receipt of such notice, the Borrowers shall, upon demand from such
\nLender (with a copy to the Administrative Agent), prepay or, if applicable and
\nsuch Loans are denominated in Dollars, convert all such Eurocurrency Rate Loans
\nof such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of
\nsuch Lender shall, if necessary to avoid such illegality, be determined by the
\nAdministrative Agent without reference to the Eurocurrency Rate component of the
\nBase Rate), either on the last day of the Interest Period therefor, if such
\nLender may lawfully continue to maintain such Eurocurrency Rate Loans to such
\nday, or immediately, if such Lender may not lawfully continue to maintain such
\nEurocurrency Rate Loans and (y) if such notice asserts the illegality of such
\nLender determining or charging interest rates based upon the Eurocurrency Rate,
\nthe Administrative Agent shall during the period of such suspension compute the
\nBase Rate applicable to such<\/p>\n

80<\/p>\n

\n

<\/p>\n

Lender without reference to the Eurocurrency Rate component thereof until the
\nAdministrative Agent is advised in writing by such Lender that it is no longer
\nillegal for such Lender to determine or charge interest rates based upon the
\nEurocurrency Rate. Upon any such prepayment or conversion, the Borrower shall
\nalso pay accrued interest on the amount so prepaid or converted.<\/p>\n

3.03<\/strong> Inability to Determine Rates.<\/strong> If the
\nRequired Lenders determine that for any reason in connection with any request
\nfor a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a)
\ndeposits (whether in Dollars or an Alternative Currency) are not being offered
\nto banks in the applicable offshore interbank market for such currency for the
\napplicable amount and Interest Period of such Eurocurrency Rate Loan, (b)
\nadequate and reasonable means do not exist for determining the Eurocurrency Base
\nRate for any requested Interest Period with respect to a proposed Eurocurrency
\nRate Loan (whether denominated in Dollars or an Alternative Currency), or (c)
\nthe Eurocurrency Base Rate for any requested Interest Period with respect to a
\nproposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost
\nto such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent
\nwill promptly so notify the Company and each Lender. Thereafter, the obligation
\nof the Lenders to make or maintain Eurocurrency Rate Loans in the affected
\ncurrency or currencies shall be suspended, and in the event of a determination
\ndescribed in the preceding sentence with respect to the Eurocurrency Rate
\ncomponent of the Base Rate, the utilization of the Eurocurrency Rate component
\nin determining the Base Rate shall be suspended, in each case until the
\nAdministrative Agent (upon the instruction of the Required Lenders) revokes such
\nnotice. Upon receipt of such notice, the Company may revoke any pending request
\nfor a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in
\nthe affected currency or currencies or, failing that, will be deemed to have
\nconverted such request into a request for a Committed Borrowing of Base Rate
\nLoans in the amount specified therein.<\/p>\n

3.04<\/strong> Increased Costs.<\/strong><\/p>\n

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

(i) impose, modify or deem applicable any reserve, special deposit,
\ncompulsory loan, insurance charge or similar requirement against assets of,
\ndeposits with or for the account of, or credit extended or participated in by,
\nany Lender (except (A) any reserve requirement reflected in the Eurocurrency
\nRate and (B) the requirements of the Bank of England and the Financial Services
\nAuthority or the European Central Bank reflected in the Mandatory Cost, other
\nthan as set forth below) or the L\/C Issuer;<\/p>\n

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and
\nOther Taxes covered by Section 3.01<\/u>, (B) Excluded Taxes and (C)
\nConnection Income Taxes) on its loans, loan principal, letters of credit,
\ncommitments, or other obligations, or its deposits, reserves, other liabilities
\nor capital attributable thereto;<\/p>\n

(iii) result in the failure of the Mandatory Cost, as calculated hereunder,
\nto represent the cost to any Lender of complying with the requirements of the
\nBank of England and\/or the Financial Services Authority or the European Central
\nBank in relation to its making, funding or maintaining Eurocurrency Rate Loans;
\nor<\/p>\n

81<\/p>\n

\n

<\/p>\n

(iv) impose on any Lender or the L\/C Issuer or the London interbank market
\nany other condition, cost or expense (other than Taxes) affecting this Agreement
\nor Eurocurrency Rate Loans made by such Lender or any Letter of Credit or
\nparticipation therein;<\/p>\n

and the result of any of the foregoing shall be to increase the cost to such
\nLender of making or maintaining any Eurocurrency Rate Loan (or of maintaining
\nits obligation to make any such Loan), or to increase the cost to such Lender or
\nthe L\/C Issuer of participating in, issuing or maintaining any Letter of Credit
\n(or of maintaining its obligation to participate in or to issue any Letter of
\nCredit), or to reduce the amount of any sum received or receivable by such
\nLender or the L\/C Issuer hereunder with respect to any Eurocurrency Rate Loan or
\nL\/C Credit Extension (whether of principal, interest or any other amount) then,
\nupon request of such Lender or the L\/C Issuer, the Company will pay (or cause
\nthe applicable Designated Borrower to pay) to such Lender or the L\/C Issuer, as
\nthe case may be, such additional amount or amounts as will compensate such
\nLender or the L\/C Issuer, as the case may be, for such additional costs incurred
\nor reduction suffered.<\/p>\n

(b) Capital Requirements<\/u>. If any Lender or the L\/C Issuer determines
\nthat any Change in Law affecting such Lender or the L\/C Issuer or any Lending
\nOffice of such Lender or such Lender153s or the L\/C Issuer153s holding company, if
\nany, regarding capital requirements has or would have the effect of reducing the
\nrate of return on such Lender153s or the L\/C Issuer153s capital or on the capital of
\nsuch Lender153s or the L\/C Issuer153s holding company, if any, as a consequence of
\nthis Agreement, the Commitments of such Lender or the Loans made by, or
\nparticipations in Letters of Credit held by, such Lender, or the Letters of
\nCredit issued by the L\/C Issuer, to a level below that which such Lender or the
\nL\/C Issuer or such Lender153s or the L\/C Issuer153s holding company could have
\nachieved but for such Change in Law (taking into consideration such Lender153s or
\nthe L\/C Issuer153s policies and the policies of such Lender153s or the L\/C Issuer153s
\nholding company with respect to capital adequacy), then from time to time upon
\nrequest of such Lender or L\/C Issuer, the Company will pay (or cause the
\napplicable Designated Borrower to pay) to such Lender or the L\/C Issuer, as the
\ncase may be, such additional amount or amounts as will compensate such Lender or
\nthe L\/C Issuer or such Lender153s or the L\/C Issuer153s holding company for any such
\nreduction suffered.<\/p>\n

(c) Delay in Requests<\/u>. Failure or delay on the part of any Lender or
\nthe L\/C Issuer to demand compensation pursuant to the foregoing provisions of
\nthis Section shall not constitute a waiver of such Lender153s or the L\/C Issuer153s
\nright to demand such compensation, provided<\/u> that no Borrower shall be
\nrequired to compensate a Lender or the L\/C Issuer pursuant to the foregoing
\nprovisions of this Section for any increased costs incurred or reductions
\nsuffered more than nine months prior to the date that such Lender or the L\/C
\nIssuer, as the case may be, notifies the Company of the Change in Law giving
\nrise to such increased costs or reductions and of such Lender153s or the L\/C
\nIssuer153s intention to claim compensation therefor (except that, if the Change in
\nLaw giving rise to such increased costs or reductions is retroactive, then the
\nnine-month period referred to above shall be extended to include the period of
\nretroactive effect thereof).<\/p>\n

3.05<\/strong> Compensation for Losses.<\/strong> Upon demand
\nof any Lender (with a copy to the Administrative Agent) from time to time, the
\nCompany shall promptly compensate (or cause the<\/p>\n

82<\/p>\n

\n

<\/p>\n

applicable Designated Borrower to compensate) such Lender for and hold such
\nLender harmless from any loss, cost or expense incurred by it as a result of:\n<\/p>\n

(a) any continuation, conversion, payment or prepayment of any Loan other
\nthan a Base Rate Loan on a day other than the last day of the Interest Period
\nfor such Loan (whether voluntary, mandatory, automatic, by reason of
\nacceleration, or otherwise);<\/p>\n

(b) any failure by any Borrower (for a reason other than the failure of such
\nLender to make a Loan) to prepay, borrow, continue or convert any Loan other
\nthan a Base Rate Loan on the date or in the amount notified by the Company or
\nthe applicable Designated Borrower;<\/p>\n

(c) any failure by any Borrower to make payment of any Loan or drawing under
\nany Letter of Credit (or interest due thereon) denominated in an Alternative
\nCurrency on its scheduled due date or any payment thereof in a different
\ncurrency; or<\/p>\n

(d) any assignment of a Eurocurrency Rate Loan on a day other than the last
\nday of the Interest Period therefor as a result of a request by the Company
\npursuant to Section 10.13<\/u>;<\/p>\n

including any loss of anticipated profits, any foreign exchange losses and
\nany loss or expense arising from the liquidation or reemployment of funds
\nobtained by it to maintain such Loan, from fees payable to terminate the
\ndeposits from which such funds were obtained or from the performance of any
\nforeign exchange contract. The Company shall also pay (or cause the applicable
\nDesignated Borrower to pay) any customary administrative fees charged by such
\nLender in connection with the foregoing.<\/p>\n

Failure or delay on the part of any Lender to demand compensation pursuant to
\nthis Section 3.05<\/u> shall not constitute a waiver of such Lender153s right to
\ndemand such compensation, provided<\/u> that no Borrower shall be required to
\ncompensate a Lender pursuant to this Section 3.05<\/u> for any loss, cost or
\nexpense incurred more than nine months prior to the date that such Lender
\nnotifies the Company of the act or omission giving rise to such loss, cost or
\nexpense and such Lender153s intention to claim compensation therefor.<\/p>\n

For purposes of calculating amounts payable by the Company (or the applicable
\nDesignated Borrower) to the Lenders under this Section 3.05<\/u>, each Lender
\nshall be deemed to have funded each Eurocurrency Rate Loan made by it at the
\nEurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan
\nby a matching deposit or other borrowing in the offshore interbank market for
\nsuch currency for a comparable amount and for a comparable period, whether or
\nnot such Eurocurrency Rate Loan was in fact so funded.<\/p>\n

3.06<\/strong> Mitigation Obligations; Replacement of Lenders;
\nCertificates.<\/strong><\/p>\n

(a) Designation of a Different Lending Office<\/u>. If any Lender requests
\ncompensation under Section 3.04<\/u>, or any Borrower is required to pay any
\nadditional amount to any Lender or any Governmental Authority for the account of
\nany Lender pursuant to Section 3.01<\/u>, or if any Lender gives a notice
\npursuant to Section 3.02<\/u>, then such Lender shall use reasonable efforts
\nto designate a different Lending Office for funding or booking its Loans<\/p>\n

83<\/p>\n

\n

<\/p>\n

hereunder or to assign its rights and obligations hereunder to another of its
\noffices, branches or affiliates, if, in the judgment of such Lender, such
\ndesignation or assignment (i) would eliminate or reduce amounts payable pursuant
\nto Section 3.01<\/u> or 3.04<\/u>, as the case may be, in the future, or
\neliminate the need for the notice pursuant to Section 3.02<\/u>, as
\napplicable, and (ii) in each case, would not subject such Lender to any
\nunreimbursed cost or expense and would not otherwise be disadvantageous to such
\nLender. The Company hereby agrees to pay (or to cause the applicable Designated
\nBorrower to pay), within 10 days of the request therefor, all reasonable costs
\nand expenses incurred by any Lender in connection with any such designation or
\nassignment.<\/p>\n

(b) Replacement of Lenders<\/u>. If any Lender requests compensation under
\nSection 3.04<\/u>, or if any Borrower is required to pay any additional amount
\nto any Lender or any Governmental Authority for the account of any Lender
\npursuant to Section 3.01<\/u> or there occurs any prepayment or conversion of
\nits Loans under Section 3.02<\/u>, the Company may replace such Lender, so
\nlong as such replacement will result in a reduction of such compensation or
\namounts in accordance with Section 10.13<\/u>.<\/p>\n

(c) Certificates for Reimbursement<\/u>. A certificate of a Lender or the
\nL\/C Issuer setting forth the basis for and a calculation of the amount or
\namounts necessary to compensate such Lender or the L\/C Issuer or its holding
\ncompany, as the case may be, as specified in subsection (a)<\/u> or (b)<\/u>
\nof Section 3.04<\/u> or Section 3.05<\/u> and delivered to the Company shall
\nbe conclusive absent manifest error. The Company shall pay (or cause the
\napplicable Designated Borrower to pay) such Lender or the L\/C Issuer, as the
\ncase may be, the amount shown as due on any such certificate within 10 days
\nafter receipt thereof.<\/p>\n

3.07 Survival.<\/strong> All of the Borrowers153 obligations under this
\nArticle III<\/u> shall survive termination of the Aggregate Commitments and
\nrepayment of all other Obligations hereunder.<\/p>\n

ARTICLE IV.
\nCONDITIONS PRECEDENT TO CREDIT EXTENSIONS<\/strong><\/p>\n

4.01 Conditions of Initial Credit Extension.<\/strong> The obligation
\nof the L\/C Issuer and each Lender to make the initial Credit Extension hereunder
\nis subject to satisfaction of the following conditions precedent:<\/p>\n

(a) The Administrative Agent153s receipt of the following, each of which shall
\nbe originals or telecopies (followed promptly by originals) unless otherwise
\nspecified, each properly executed by a Responsible Officer of the signing Loan
\nParty (as applicable), each dated the Closing Date (or, in the case of
\ncertificates of governmental officials, a recent date before the Closing Date)
\nand each in form and substance satisfactory to the Administrative Agent and each
\nof the Lenders:<\/p>\n

(i) executed counterparts of this Agreement and the Guaranties, sufficient in
\nnumber for distribution to the Administrative Agent, each Lender and the
\nCompany;<\/p>\n

(ii) Notes executed by the Borrowers in favor of each Lender requesting
\nNotes;<\/p>\n

84<\/p>\n

\n

<\/p>\n

(iii) The certificate of incorporation (or comparable document) of each Loan
\nParty certified by the Secretary of State (or comparable public official) of its
\njurisdiction of organization (or, if any such Person is organized under the laws
\nof any jurisdiction outside the United States, such other evidence as the
\nAdministrative Agent may request to establish that such Person is duly organized
\nand existing under the laws of such jurisdiction), together with an English
\ntranslation thereof (if appropriate);<\/p>\n

(iv) To the extent such jurisdiction has the legal concept of a corporation
\nbeing in good standing and a Governmental Authority in such jurisdiction issues
\nany evidence of such good standing, a Certificate of Good Standing (or
\ncomparable certificate) for each Loan Party certified by the Secretary of State
\n(or comparable public official) of its jurisdiction of organization (or, if any
\nsuch Person is organized under the laws of any jurisdiction outside the United
\nStates, such other evidence as the Administrative Agent may request to establish
\nthat such Person is duly qualified to do business and in good standing under the
\nlaws of such jurisdiction), together with an English translation thereof (if
\nappropriate);<\/p>\n

(v) A certificate of the secretary or an assistant secretary (or comparable
\nofficer) or a director of each Loan Party certifying (A) that attached thereto
\nis a true and correct copy of the by-laws (or comparable document) of such
\nSubsidiary as in effect (or, if any such Subsidiary is organized under the laws
\nof any jurisdiction outside the United States, any comparable document provided
\nfor in the respective corporate laws of that jurisdiction), (B) that attached
\nthereto are true and correct copies of resolutions duly adopted by the board of
\ndirectors of such Subsidiary (or other comparable enabling action) and
\ncontinuing in effect, which (1) authorize the execution, delivery and
\nperformance by such Person of the Loan Documents to be executed by such Person
\nand the consummation of the transactions contemplated thereby and (2) designate
\nthe officers, directors and attorneys authorized so to execute, deliver and
\nperform on behalf of such Person and (C) that there are no proceedings for the
\ndissolution or liquidation of such Person, together with a certified English
\ntranslation thereof (if appropriate);<\/p>\n

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

(vii) Favorable written opinions from each of the following counsel for the
\nBorrowers, the Guarantors and FIL153s Subsidiaries, addressed to the
\nAdministrative Agent for the benefit of the Administrative Agent and the
\nLenders, covering such legal matters as the Administrative Agent may reasonably
\nrequest and otherwise in form and substance satisfactory to the Administrative
\nAgent:<\/p>\n

(A) Curtis, Mallet-Prevost, Colt & Mosle LLP, U.S. counsel for FIL and
\nits Subsidiaries;<\/p>\n

85<\/p>\n

\n

<\/p>\n

(B) Malaysian (including Labuan) counsel for FIL and its Subsidiaries
\nreasonably satisfactory to the Administrative Agent;<\/p>\n

(C) Allen & Gledhill, Singapore counsel for FIL and its Subsidiaries;\n<\/p>\n

(D) De Brauw Blackstone Westbroek, Dutch counsel for FIL and its
\nSubsidiaries;<\/p>\n

(E) C & A Law, Mauritius counsel for FIL and its Subsidiaries; and<\/p>\n

(F) Such other local counsel to FIL and its Subsidiaries as the
\nAdministrative Agent may reasonably request with respect to Subsidiary
\nGuarantors.<\/p>\n

(viii) a certificate of a Responsible Officer of each Loan Party either (A)
\nattaching copies of all consents, licenses and approvals required in connection
\nwith the execution, delivery and performance by such Loan Party and the validity
\nagainst such Loan Party of the Loan Documents to which it is a party, and
\nstating that such consents, licenses and approvals shall be in full force and
\neffect, or (B) stating that no such consents, licenses or approvals are so
\nrequired;<\/p>\n

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

(x) evidence that the Existing FIL Credit Agreement has been or concurrently
\nwith the Closing Date is being terminated and all letters of credit thereunder
\n(other than the Existing Letters of Credit) cancelled or defeased in a manner
\nsatisfactory to the Administrative Agent, all Liens securing obligations under
\nsuch credit agreement have been or concurrently with the Closing Date are being
\nreleased; and<\/p>\n

(xi) such other assurances, certificates, documents, consents or opinions as
\nthe Administrative Agent, the L\/C Issuer, the Swing Line Lender or the Required
\nLenders reasonably may require.<\/p>\n

(b) Any fees required to be paid on or before the Closing Date shall have
\nbeen paid.<\/p>\n

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

86<\/p>\n

\n

<\/p>\n

disbursements as shall constitute its reasonable estimate of such fees,
\ncharges and disbursements incurred or to be incurred by it through the closing
\nproceedings (provided that such estimate shall not thereafter preclude a final
\nsettling of accounts between the Company and the Administrative Agent).<\/p>\n

(d) The Closing Date shall have occurred on or before November 14, 2011.<\/p>\n

Without limiting the generality of the provisions of the last paragraph of
\nSection 9.03<\/u>, for purposes of determining compliance with the conditions
\nspecified in this Section 4.01<\/u>, each Lender that has signed this
\nAgreement shall be deemed to have consented to, approved or accepted or to be
\nsatisfied with, each document or other matter required thereunder to be
\nconsented to or approved by or acceptable or satisfactory to a Lender unless the
\nAdministrative Agent shall have received notice from such Lender prior to the
\nproposed Closing Date specifying its objection thereto. Each Lender further
\nacknowledges and agrees that certain of the foregoing conditions can be waived
\nby the Administrative Agent as, to the extent and pursuant to the terms of
\nSection 10.22<\/u>.<\/p>\n

4.02 Conditions to all Credit Extensions.<\/strong> The obligation of
\neach Lender to honor any Request for Credit Extension (other than a Committed
\nLoan Notice requesting only a conversion of Committed Loans to the other Type,
\nor a continuation of Eurocurrency Rate Loans) is subject to the following
\nconditions precedent:<\/p>\n

(a) The representations and warranties of (i) the Borrowers contained in
\nArticle V<\/u> and (ii) each Loan Party contained in each other Loan Document
\nor in any document furnished at any time under or in connection herewith or
\ntherewith, shall be (A) in the case of representations and warranties that are
\nqualified as to materiality, true and correct, and (B) in the case of
\nrepresentations and warranties that are not qualified as to materiality, true
\nand correct in all material respects, in each case on and as of the date of such
\nCredit Extension, except to the extent that such representations and warranties
\nspecifically refer to an earlier date, in which case they shall be true and
\ncorrect or true and correct in all material respects, as the case may be, as of
\nsuch earlier date; provided that the representations and warranties contained in
\nSection 5.09<\/u> shall be deemed to refer to the most recent Financial
\nStatements furnished pursuant to subsections (a)<\/u> and (b)<\/u> of
\nSection 6.01<\/u>.<\/p>\n

(b) No Default shall exist, or would result from such proposed Credit
\nExtension or the application of the proceeds thereof.<\/p>\n

(c) The Administrative Agent and, if applicable, the L\/C Issuer or the Swing
\nLine Lender shall have received a Request for Credit Extension in accordance
\nwith the requirements hereof.<\/p>\n

(d) If the applicable Borrower is a Designated Borrower, then the conditions
\nof Section 2.14<\/u> to the designation of such Borrower as a Designated
\nBorrower shall have been met to the satisfaction of the Administrative Agent.\n<\/p>\n

(e) In the case of a Credit Extension to be denominated in an Alternative
\nCurrency, there shall not have occurred any change in national or international
\nfinancial, political or economic conditions or currency exchange rates or
\nexchange controls which in the reasonable<\/p>\n

87<\/p>\n

\n

<\/p>\n

opinion of the Administrative Agent, the Required Lenders (in the case of any
\nLoans to be denominated in an Alternative Currency) or the L\/C Issuer (in the
\ncase of any Letter of Credit to be denominated in an Alternative Currency) would
\nmake it impracticable for such Credit Extension to be denominated in the
\nrelevant Alternative Currency.<\/p>\n

Each Request for Credit Extension (other than a Committed Loan Notice
\nrequesting only a conversion of Committed Loans to the other Type or a
\ncontinuation of Eurocurrency Rate Loans) submitted by the Company shall be
\ndeemed to be a representation and warranty that the conditions specified in
\nSections 4.02(a)<\/u> and (b)<\/u> have been satisfied on and as of the date
\nof the applicable Credit Extension.<\/p>\n

ARTICLE V.
\nREPRESENTATIONS AND WARRANTIES<\/strong><\/p>\n

Except as otherwise provided in Section 5.20<\/u>, each Borrower represents
\nand warrants to the Administrative Agent and the Lenders that:<\/p>\n

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

5.02 Authority.<\/strong> The execution, delivery and performance by
\neach of the Borrowers and each Guarantor of each Loan Document (other than the
\nFlextronics (Netherlands) Guaranty) executed, or to be executed, by such Person
\nand the consummation of the transactions contemplated thereby (a) are within the
\npower of such Person and (b) have been duly authorized by all necessary actions
\non the part of such Person.<\/p>\n

5.03 Enforceability.<\/strong> Each Loan Document (other than the
\nFlextronics (Netherlands) Guaranty) executed, or to be executed, by each of the
\nBorrowers and each Guarantor has been, or will be, duly executed and delivered
\nby such Person and constitutes, or when executed will constitute, a legal, valid
\nand binding obligation of such Person, enforceable against such Person in
\naccordance with its terms, except as limited by bankruptcy, insolvency or other
\nlaws of general application relating to or affecting the enforcement of
\ncreditors153 rights generally and general principles of equity.<\/p>\n

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

88<\/p>\n

\n

<\/p>\n

material Contractual Obligation of such Person or (c) result in the creation
\nor imposition of any material Lien (or the obligation to create or impose any
\nLien) upon any property, asset or revenue of such Person (other than Liens
\ncreated under the Loan Documents).<\/p>\n

5.05 Approvals.<\/strong> No material consent, approval, order or
\nauthorization of, or registration, declaration or filing with, any Governmental
\nAuthority or other Person (including the shareholders of any Person) is required
\nin connection with the execution and delivery of the Loan Documents (other than
\nthe Flextronics (Netherlands) Guaranty) executed by each of the Borrowers and
\neach Guarantor and the performance or consummation of the transactions
\ncontemplated thereby, except such as (a) have been made or obtained and are in
\nfull force and effect or (b) are being made or obtained in a timely manner and
\nonce made or obtained will be in full force and effect.<\/p>\n

5.06 No Violation or Default.<\/strong> Neither any Borrower, nor any
\nGuarantor, nor any of FIL153s Subsidiaries is in violation of or in default with
\nrespect to (a) any Requirement of Law applicable to such Person or (b) any
\nContractual Obligation of such Person, where, in each case or in the aggregate,
\nsuch violation or default is reasonably and substantially likely to have a
\nMaterial Adverse Effect. Without limiting the generality of the foregoing,
\nneither any Borrower, nor any Guarantor nor any of FIL153s Subsidiaries (i) has
\nviolated any Environmental Laws, (ii) to the knowledge of any Borrower, any
\nGuarantor or any of FIL153s Subsidiaries, has any liability under any
\nEnvironmental Laws or (iii) has received notice or other communication of an
\ninvestigation or, to the knowledge of any Borrower, any Guarantor or any of
\nFIL153s Subsidiaries, is under investigation by any Governmental Authority having
\nauthority to enforce Environmental Laws, where such violation, liability or
\ninvestigation is reasonably and substantially likely (alone or in the aggregate)
\nto have a Material Adverse Effect. No Default has occurred and is continuing.\n<\/p>\n

5.07 Litigation.<\/strong> No actions (including derivative actions),
\nsuits, proceedings or investigations are pending or, to the knowledge of any
\nBorrower, threatened against any Borrower, any Guarantor or any of FIL153s
\nSubsidiaries at law or in equity in any court or before any other Governmental
\nAuthority which (a) based upon the written advice of such Person153s outside legal
\ncounsel, is reasonably likely to be determined adversely and if so adversely
\ndetermined is reasonably and substantially likely (alone or in the aggregate) to
\nhave a Material Adverse Effect or (b) seeks to enjoin, either directly or
\nindirectly, the execution, delivery or performance by any Borrower or any
\nGuarantor of the Loan Documents (other than the Flextronics (Netherlands)
\nGuaranty) or the transactions contemplated thereby.<\/p>\n

5.08 Title; Possession Under Leases.<\/strong> Each Borrower, each
\nGuarantor and each of FIL153s Subsidiaries own and have good and valid title, or a
\nvalid leasehold interest in, all their respective material properties and assets
\nas reflected in the most recent Financial Statements delivered to the
\nAdministrative Agent (except those assets and properties disposed of in the
\nordinary course of business or otherwise in compliance with the terms of this
\nAgreement (whether or not then in effect) since the date of such Financial
\nStatements) and all respective material assets and properties acquired by such
\nBorrower, each Guarantor and FIL153s Subsidiaries since such date (except those
\ndisposed of in the ordinary course of business or otherwise in compliance with
\nthe terms of this Agreement (whether or not then in effect) since such date).
\nSuch assets and properties are subject to no Lien, except for Permitted Liens.\n<\/p>\n

89<\/p>\n

\n

<\/p>\n

5.09 Financial Statements. <\/strong>The consolidated Financial
\nStatements of FIL and its Subsidiaries which have been delivered to the
\nAdministrative Agent, (a) are in accordance with the books and records of FIL
\nand its Subsidiaries, which have been maintained in accordance with good
\nbusiness practice, (b) have been prepared in conformity with GAAP and (c) fairly
\npresent in all material respects the financial conditions and results of
\noperations of FIL and its Subsidiaries as of the dates thereof and for the
\nperiods covered thereby. Neither FIL nor any of its Subsidiaries has any
\nContingent Obligations, liability for taxes or other outstanding obligations
\nwhich are material in the aggregate, except as disclosed or reflected in the
\nFinancial Statements of FIL for the quarter ended July 1, 2011, furnished by FIL
\nto the Administrative Agent prior to the date hereof, or in the Financial
\nStatements delivered to the Administrative Agent pursuant to Section
\n6.01(a)<\/u> or (b)<\/u>, or except as permitted under Articles VI and
\nVII<\/u> of this Agreement.<\/p>\n

5.10 Employee Benefit Plans.<\/strong><\/p>\n

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

(b) Each Employee Benefit Plan complies, in both form and operation, in all
\nmaterial respects, with its terms, ERISA and the Code, and no condition exists
\nor event has occurred with respect to any such plan which would result in the
\nincurrence by any Borrower or any ERISA Affiliate of any material liability,
\nfine or penalty, in each case except as is not reasonably and substantially
\nlikely (alone or in the aggregate) to have a Material Adverse Effect. Each
\nEmployee Benefit Plan, related trust agreement, arrangement and commitment of
\nany Borrower or any ERISA Affiliate is legally valid and binding and is in all
\nmaterial respects in full force and effect, except as is not reasonably and
\nsubstantially likely (alone or in the aggregate) to have a Material Adverse
\nEffect. As of the Closing Date, no Employee Benefit Plan is being audited or
\ninvestigated by any government agency or is subject to any pending or threatened
\nclaim or suit, other than any such audit, investigation, claim or suit that is
\nnot reasonably and substantially likely (alone or in the aggregate) to have a
\nMaterial Adverse Effect. Neither any Borrower nor any ERISA Affiliate nor, to
\nthe knowledge or any Borrower, any fiduciary of any Employee Benefit Plan has
\nengaged in a prohibited transaction under section 406 of ERISA or section 4975
\nof the Code which would subject any Borrower to any material tax, penalty or
\nother liability, including a liability to indemnify.<\/p>\n

(c) No Multiemployer Plan in which the Borrowers or any ERISA Affiliate
\nparticipates is in critical or endangered status except as is not reasonably and
\nsubstantially likely (alone or in the aggregate) to have a Material Adverse
\nEffect. Neither any Borrower nor any<\/p>\n

90<\/p>\n

\n

<\/p>\n

ERISA Affiliate has incurred any material liability (including secondary
\nliability) to any Multiemployer Plan as a result of a complete or partial
\nwithdrawal from such Multiemployer Plan under section 4201 of ERISA or as a
\nresult of a sale of assets described in section 4204 of ERISA. Neither any
\nBorrower nor any ERISA Affiliate has been notified that any Multiemployer Plan
\nis in reorganization or insolvent under and within the meaning of section 4241
\nor section 4245 of ERISA or that any Multiemployer Plan intends to terminate or
\nhas been terminated under section 4041A of ERISA, in each case except as is not
\nreasonably and substantially likely (alone or in the aggregate) to have a
\nMaterial Adverse Effect.<\/p>\n

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

5.11 Other Regulations.<\/strong> No Borrower or any Material
\nSubsidiary is subject to regulation under the Investment Company Act of 1940,
\nthe Federal Power Act, the Interstate Commerce Act, any state public utilities
\ncode or any other Governmental Rule that limits its ability to incur
\nIndebtedness of the type represented by the Obligations.<\/p>\n

5.12 Patent and Other Rights<\/strong>. Each Borrower and each of
\nFIL153s Subsidiaries own, license or otherwise have the full right to use, under
\nvalidly existing agreements, without known conflict with any rights of others,
\nall patents, licenses, trademarks, trade names, trade secrets, service marks,
\ncopyrights and all rights with respect thereto, which are required to conduct
\ntheir businesses as now conducted, except such patents, licenses, trademarks,
\ntrade names, trade secrets, service marks, copyrights and all rights with
\nrespect thereto which if not validly owned, licensed or used would not be
\nreasonably and substantially likely (alone or in the aggregate) to have a
\nMaterial Adverse Effect.<\/p>\n

5.13 Governmental Charges.<\/strong> Each Borrower and each of FIL153s
\nSubsidiaries have filed or caused to be filed all tax returns, and, in
\ncompliance with all applicable Requirements of Law, all reports and declarations
\nwhich are required by any Governmental Authority to be filed by them (or, in
\neach case, extensions thereof have been validly obtained), in each case other
\nthan to the extent that the failure to do so would not be reasonably and
\nsubstantially likely (alone or in the aggregate) to have a Material Adverse
\nEffect. Each Borrower and each of FIL153s Subsidiaries have paid, or made
\nprovision for the payment of, all taxes and other Governmental Charges<\/p>\n

91<\/p>\n

\n

<\/p>\n

which have or may have become due pursuant to said returns or otherwise and
\nall other indebtedness, except such Governmental Charges, taxes or indebtedness,
\nif any, which are being contested in good faith and as to which if unpaid
\nadequate reserves (determined in accordance with GAAP) have been provided or
\nwhich are not reasonably and substantially likely (alone or in the aggregate) to
\nhave a Material Adverse Effect.<\/p>\n

5.14 Margin Stock.<\/strong> No Borrower is engaged, principally or as
\none of its important activities, in the business of extending credit for the
\npurpose of purchasing or carrying any Margin Stock. No proceeds of any Loan and
\nno Letter of Credit will be used to purchase or carry any Margin Stock, or to
\nextend credit to any Person for the purpose of purchasing or carrying any Margin
\nStock, in either case in a manner that violates or causes a violation of
\nRegulations T, U or X of the FRB or any other regulation of the FRB.<\/p>\n

5.15 Subsidiaries, Etc.<\/strong> Schedule 5.15<\/u> (on the Closing
\nDate as of July 1, 2011 and as thereafter updated on a quarterly basis by
\nBorrowers in a written notice to Administrative Agent no later than the date set
\nforth in Section 6.01(f)<\/u>) sets forth each of FIL153s Significant
\nSubsidiaries and Material Subsidiaries, its jurisdiction of organization, the
\npercentages of shares owned directly or indirectly by FIL and whether FIL owns
\nsuch shares directly or, if not, the Subsidiary of FIL that owns such shares.\n<\/p>\n

5.16 Solvency, Etc.<\/strong> Each of the Borrowers, each Guarantor
\nand each Material Subsidiary is Solvent and, after the execution and delivery of
\nthe Loan Documents and the consummation of the transactions contemplated
\nthereby, will be Solvent.<\/p>\n

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

5.18 No Material Adverse Effect.<\/strong> Since March 31, 2011, no
\nevent has occurred and no condition exists which, alone or in the aggregate, (a)
\nhas had (and continues to have) or (b) is reasonably and substantially likely to
\nhave a Material Adverse Effect.<\/p>\n

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

92<\/p>\n

\n

<\/p>\n

5.20 Representations as to Foreign Obligors.<\/strong> The Company
\nrepresents and warrants to the Administrative Agent and the Lenders, with
\nrespect to each Foreign Subsidiary that is at any time a Foreign Obligor, and
\neach Designated Borrower at any time existing that is a Foreign Subsidiary,
\nrepresents and warrants with respect to itself, that:<\/p>\n

(a) Such Foreign Obligor is subject to civil and commercial Requirements of
\nLaw with respect to its obligations under this Agreement and the other Loan
\nDocuments to which it is a party (collectively as to such Foreign Obligor, the
\n“Applicable Foreign Obligor Documents<\/u>“), and the execution, delivery and
\nperformance by such Foreign Obligor of the Applicable Foreign Obligor Documents
\nconstitute and will constitute private and commercial acts and not public or
\ngovernmental acts. Neither such Foreign Obligor nor any of its property has any
\nimmunity from jurisdiction of the courts or from any legal process (whether
\nthrough service or notice, attachment prior to judgment, attachment in aid of
\nexecution, execution or otherwise) under the laws of the jurisdiction in which
\nsuch Foreign Obligor is organized and existing in respect of its obligations
\nunder the Applicable Foreign Obligor Documents.<\/p>\n

(b) The Applicable Foreign Obligor Documents are in all material respects in
\nproper legal form under the Requirements of Law of the jurisdiction in which
\nsuch Foreign Obligor is organized and existing for the enforcement thereof
\nagainst such Foreign Obligor under the Requirements of Law of such jurisdiction,
\nand to ensure the legality, validity, enforceability, priority or admissibility
\nin evidence of the Applicable Foreign Obligor Documents. It is not necessary to
\nensure the legality, validity, enforceability, priority or admissibility in
\nevidence of the Applicable Foreign Obligor Documents that the Applicable Foreign
\nObligor Documents be filed, registered or recorded with, or executed or
\nnotarized before, any court or other authority in the jurisdiction in which such
\nForeign Obligor is organized and existing or that any registration charge or
\nstamp or similar tax be paid on or in respect of the Applicable Foreign Obligor
\nDocuments or any other document, except for (i) any such filing, registration,
\nrecording, execution or notarization as has been made or is not required to be
\nmade until the Applicable Foreign Obligor Document or any other document is
\nsought to be enforced and (ii) any charge or tax as has been timely paid.<\/p>\n

(c) There is no tax, levy, impost, duty, fee, assessment or other
\ngovernmental charge, or any deduction or withholding, imposed by any
\nGovernmental Authority in or of the jurisdiction in which such Foreign Obligor
\nis organized and existing either (i) on or by virtue of the execution or
\ndelivery of the Applicable Foreign Obligor Documents or (ii) on any payment to
\nbe made by such Foreign Obligor pursuant to the Applicable Foreign Obligor
\nDocuments, except in either case as has been disclosed to the Administrative
\nAgent.<\/p>\n

(d) The execution, delivery and performance of the Applicable Foreign Obligor
\nDocuments executed by such Foreign Obligor are, under applicable foreign
\nexchange control regulations of the jurisdiction in which such Foreign Obligor
\nis organized and existing, not subject to any notification or authorization
\nexcept (i) such as have been made or obtained or (ii) such as cannot be made or
\nobtained until a later date (provided<\/u> that any notification or
\nauthorization described in clause (ii) shall be made or obtained as soon as is
\nreasonably practicable).<\/p>\n

93<\/p>\n

\n

<\/p>\n

5.21 Taxpayer Identification Number; Other Identifying
\nInformation.<\/strong> The true and correct U.S. taxpayer identification number
\nof each Designated Borrower that is a Domestic Subsidiary and a party hereto on
\nthe Closing Date is set forth on Schedule 10.02<\/u>. The true and correct
\nunique identification number of the Company and each Designated Borrower that is
\na Foreign Subsidiary and a party hereto on the Closing Date that has been issued
\nby its jurisdiction of organization and the name of such jurisdiction (as well
\nas any U.S. taxpayer identification number issued to such Designated Borrower,
\nif any) are set forth on Schedule 5.21<\/u>.<\/p>\n

ARTICLE VI.
\nAFFIRMATIVE COVENANTS<\/strong><\/p>\n

So long as any Lender shall have any Commitment hereunder, any Loan or other
\nObligation (other than unmatured contingent reimbursement and indemnification
\nobligations) hereunder shall remain unpaid or unsatisfied, or any Letter of
\nCredit shall remain outstanding (other than Extended Letters of Credit):<\/p>\n

6.01 Information.<\/strong> The Company shall deliver to the
\nAdministrative Agent (for distribution to the Lenders), in form and detail
\nsatisfactory to the Administrative Agent and the Required Lenders:<\/p>\n

(a) As soon as available and in no event later than 55 days after the last
\nday of each fiscal quarter of FIL, a copy of the Financial Statements of FIL and
\nits Subsidiaries (prepared on a consolidated basis) for such quarter and for the
\nfiscal year to date, certified by the chief executive officer, chief operating
\nofficer, chief financial officer, treasurer, assistant treasurer, controller or
\nsenior vice president of finance of FIL to present fairly in all material
\nrespects the financial condition, results of operations and other information
\nreflected therein and to have been prepared in accordance with GAAP (subject to
\nnormal year-end audit adjustments and the absence of footnotes);<\/p>\n

(b) (i) As soon as available and in no event later than 100 days after the
\nclose of each fiscal year of FIL, (A) copies of the audited Financial Statements
\nof FIL (prepared on a consolidated basis) for such year, audited by independent
\ncertified public accountants of recognized national standing reasonably
\nacceptable to the Administrative Agent, and (B) copies of the unqualified
\nopinions (or qualified opinions (other than a “going concern” or like
\nqualification or exception or any qualification or exception as to the scope of
\nsuch audit) reasonably acceptable to the Administrative Agent) of such
\naccountants, and (ii) if and when received from such accountants in connection
\nwith the annual audited Financial Statements of FIL (it being acknowledged and
\nagreed that this clause (ii) imposes no obligation to so request or obtain such
\ncertificates), certificates of such accountants to the Administrative Agent
\nstating that in making the examination necessary for their opinion they have
\nreviewed this Agreement and have obtained no knowledge of any Default which has
\noccurred and is continuing, or if, in the opinion of such accountants, a Default
\nhas occurred and is continuing, a statement as to the nature thereof;<\/p>\n

(c) Contemporaneously with the quarterly and year-end Financial Statements
\nrequired by the foregoing subsections (a)<\/u> and (b)<\/u>, a Compliance
\nCertificate executed by<\/p>\n

94<\/p>\n

\n

<\/p>\n

the chief executive officer, chief operating officer, chief financial
\nofficer, treasurer, assistant treasurer, controller or senior vice president of
\nfinance of FIL, properly completed;<\/p>\n

(d) As soon as possible and in no event later than five Business Days after
\nany Responsible Officer of such Borrower knows of the occurrence or existence of
\n(i) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan
\nwhich is reasonably and substantially likely (alone or in the aggregate) to
\nresult in liability to the Borrower or any of FIL153s Subsidiaries of $50,000,000
\nor more, (ii) any actual or threatened litigation or suits against any Borrower
\nor any of FIL153s Subsidiaries involving potential monetary damages payable by any
\nBorrower or FIL153s Subsidiaries of $50,000,000 or more alone or in the aggregate,
\n(iii) any other event or condition which is reasonably and substantially likely
\n(alone or in the aggregate) to have a Material Adverse Effect, (iv) any Default
\nor (v) any event of the type described in Section 8.01(f)<\/u> or (g)<\/u>
\nwith respect to any Subsidiary, so long as such Subsidiary is determined at the
\ntime of such event to be a Significant Subsidiary, the statement of the chief
\nexecutive officer, chief operating officer, chief financial officer, treasurer,
\nassistant treasurer, controller or senior vice president of finance of such
\nBorrower setting forth details of such event, condition or Default and the
\naction which such Borrower proposes to take with respect thereto;<\/p>\n

(e) Promptly after they are sent, made available or filed, copies of (i) all
\nregistration statements and reports filed by any of the Borrowers or any of
\nFIL153s Subsidiaries with the SEC (including all 10-Q, 10-K and 8-K reports) and
\n(ii) all reports, proxy statements and financial statements sent or made
\navailable by any of the Borrowers or any of FIL153s Subsidiaries to its public
\nsecurity holders;<\/p>\n

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

(g) Promptly after any Borrower changes its legal name or the address of its
\nchief executive office, written notice setting forth such Borrower153s new legal
\nname and\/or new address;<\/p>\n

(h) Promptly, a copy of any announcement by Moody153s or S&P of any change
\nor possible change in a Debt Rating;<\/p>\n

95<\/p>\n

\n

<\/p>\n

(i) Promptly, notice of the occurrence of any Material Subsidiary
\nRecalculation Event; and<\/p>\n

(j) Such other instruments, agreements, certificates, opinions, statements,
\ndocuments and information relating to the operations or condition (financial or
\notherwise) of such Borrower or FIL153s Subsidiaries, and compliance by such
\nBorrower with the terms of this Agreement and the other Loan Documents as
\nAdministrative Agent on behalf of itself or one or more Lenders may from time to
\ntime reasonably request.<\/p>\n

Documents required to be delivered pursuant to Section 6.01(a)<\/u> or
\n(b)<\/u> or Section 6.01(e)<\/u> (to the extent any such documents are
\nincluded in materials otherwise filed with the SEC) may be delivered
\nelectronically and if so delivered, shall be deemed to have been delivered on
\nthe date (i) on which the Company posts such documents, or provides a link
\nthereto on the Company153s website on the Internet at the website address listed
\non Schedule 10.02<\/u>; or (ii) on which such documents are posted on the
\nCompany153s behalf on an Internet or intranet website, if any, to which each
\nLender and the Administrative Agent have access, including the SEC153s EDGAR
\nwebsite, any commercial, third-party website or any website sponsored by the
\nAdministrative Agent; provided<\/u> that: (i) the Company shall, if requested,
\ndeliver paper copies of such documents to the Administrative Agent or any Lender
\nthat requests the Company to deliver such paper copies until a written request
\nto cease delivering paper copies is given by the Administrative Agent or such
\nLender and (ii) the Company shall use commercially reasonable efforts to notify
\nthe Administrative Agent and each requesting Lender (by telecopier or electronic
\nmail) of the posting of any such documents and provide to the Administrative
\nAgent by electronic mail electronic versions (i.e.<\/u>, soft copies) of such
\ndocuments. Notwithstanding anything contained herein, in every instance the
\nCompany shall be required to provide paper copies of the Compliance Certificates
\nrequired by Section 6.01(c)<\/u> to the Administrative Agent (it being
\nacknowledged that electronic delivery thereof pursuant to Section 10.02<\/u>
\nshall be permitted). Except for such Compliance Certificates, the Administrative
\nAgent shall have no obligation to request the delivery or to maintain copies of
\nthe documents referred to above, and in any event shall have no responsibility
\nto monitor compliance by the Company with any such request for delivery, and
\neach Lender shall be solely responsible for requesting delivery to it or
\nmaintaining its copies of such documents.<\/p>\n

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

96<\/p>\n

\n

<\/p>\n

authorized the Administrative Agent, the Arrangers, the L\/C Issuer and the
\nLenders to treat such Borrower Materials as not containing any material
\nnon-public information with respect to the Borrowers or their respective
\nsecurities for purposes of United States Federal and state securities laws
\n(provided<\/u>, however<\/u>, that to the extent such Borrower Materials
\nconstitute Information, they shall be treated as set forth in Section
\n10.07<\/u>); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
\navailable through a portion of the Platform designated “Public Investor”; and
\n(z) the Administrative Agent and the Arrangers shall be entitled to treat any
\nBorrower Materials that are not marked “PUBLIC” as being suitable only for
\nposting on a portion of the Platform not designated “Public Investor.”
\nNotwithstanding the foregoing, no Borrower shall be under any obligation to mark
\nany Borrower Materials “PUBLIC.”<\/p>\n

6.02 Books and Records.<\/strong> Each Borrower and FIL153s Subsidiaries
\nshall at all times keep proper books of record and account which shall be
\ncomplete and correct in all material respects in accordance with GAAP;
\nprovided<\/u> that<\/u>, with respect to any Subsidiary acquired by FIL or
\nits Subsidiaries after the Closing Date pursuant to a stock purchase or merger
\ntransaction (other than (a) a Person that is merged with or into a Subsidiary of
\nFIL that owned assets (other than de minimis assets necessary to create an
\nacquisition vehicle) immediately prior to such merger and (b) a Pro Forma
\nCalculation Subsidiary), such Subsidiary shall only be required to (i) keep
\nproper books of record and account which shall be complete and correct in all
\nmaterial respects in accordance with GAAP in respect of transactions occurring
\nafter the date of such acquisition, and (ii) from and after the date that is the
\nfirst day of the first fiscal year of FIL that follows the date of such
\nacquisition by more than three months, keep proper books of record and account
\nin respect of all other matters which shall be complete and correct in all
\nmaterial respects in accordance with GAAP.<\/p>\n

6.03 Inspections.<\/strong> Each Borrower and FIL153s Subsidiaries shall
\npermit the Administrative Agent and each Lender, or any agent or representative
\nthereof, upon reasonable notice and during normal business hours, to visit and
\ninspect any of the properties and offices of such Borrower and FIL153s
\nSubsidiaries, to examine the books and records of such Borrower and FIL153s
\nSubsidiaries and make copies thereof and to discuss the affairs, finances and
\nbusiness of such Borrower and FIL153s Subsidiaries with, and to be advised as to
\nthe same by, their officers, auditors and accountants, all at such times and
\nintervals as the Administrative Agent or any Lender may reasonably request
\n(which visits and inspections shall be at the expense of the Administrative
\nAgent (subject to reimbursement by the Lenders pursuant to Section
\n10.04(c)<\/u>) or such Lender unless a Default has occurred and is continuing).\n<\/p>\n

6.04 Insurance.<\/strong> Each Borrower and FIL153s Subsidiaries shall
\n(a) carry and maintain insurance of the types and in the amounts customarily
\ncarried from time to time during the term of this Agreement by others engaged in
\nsubstantially the same business as such Person and operating in the same
\ngeographic area as such Person, including fire, public liability, property
\ndamage and worker153s compensation, (b) carry and maintain each policy for such
\ninsurance with financially sound insurers and (c) deliver to the Administrative
\nAgent from time to time, as the Administrative Agent may request, schedules
\nsetting forth all insurance then in effect.<\/p>\n

6.05 Taxes, Governmental Charges and Other Indebtedness.<\/strong>
\nEach Borrower and FIL153s Subsidiaries shall promptly pay and discharge when due
\n(a) all taxes and other Governmental Charges prior to the date upon which
\npenalties accrue thereon, (b) all<\/p>\n

97<\/p>\n

\n

<\/p>\n

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

6.06 Use of Proceeds.<\/strong> Each Borrower shall use the proceeds
\nof the Loans and Letters of Credit for working capital, capital expenditures and
\nother general corporate purposes, including refinancing existing Indebtedness of
\nthe Company and its Subsidiaries, not in contravention of any Requirement of Law
\nor Loan Document. No Borrower shall use any part of the proceeds of any Loan or
\nany Letter of Credit, directly or indirectly, in violation of the financial
\nassistance provisions of Section 76 of the Singapore Companies Act or for the
\npurpose of purchasing or carrying any Margin Stock, or for the purpose of
\npurchasing or carrying or trading in any securities, in either case, under such
\ncircumstances as to involve such Borrower, any Lender or Administrative Agent in
\na violation of Regulations T, U or X issued by the FRB.<\/p>\n

6.07 General Business Operations.<\/strong> Each of the Borrowers and
\nFIL153s Subsidiaries shall (a) preserve and maintain its existence and all of its
\nrights, privileges and franchises reasonably necessary to the conduct of the
\nbusiness of the Company and its Subsidiaries (as a whole), provided<\/u> that
\n(i) the Company and its Subsidiaries may dissolve, liquidate or terminate the
\nexistence of any Subsidiary of the Company, other than a Borrower, possessing
\ntotal assets of less than $50,000,000 or serving no continuing business purpose
\n(each, an “Excluded Subsidiary<\/u>“), in either case as determined by the
\nboard of directors of the Company or such Subsidiary in its good faith
\nreasonable discretion, (ii) neither the Company nor any of its Subsidiaries
\nshall be required to preserve any right or franchise if the board of directors
\nof the Company or such Subsidiary shall determine that the preservation thereof
\nis no longer desirable in the conduct of the business of the Company or such
\nSubsidiary, as the case may be, and that the loss thereof is not disadvantageous
\nin any material respect to the Company and its Subsidiaries (taken as a whole)
\nor the Lenders, and (iii) the foregoing shall not prohibit the consummation of
\nany sale, transfer or disposition of assets otherwise permitted under
\nSection 7.03<\/u> or any merger or consolidation otherwise permitted under
\nSection 7.04<\/u>, (b) conduct its business activities in compliance with all
\nRequirements of Law and Contractual Obligations applicable to such Person, and
\n(c) keep all property useful and necessary in its business in good working order
\nand condition, ordinary wear and tear excepted; except, in the case of clauses
\n(a) and (c), where any failure is not reasonably likely (alone or in the
\naggregate) to have a Material Adverse Effect.<\/p>\n

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

6.09 PATRIOT Act.<\/strong> Promptly following a request therefor,
\neach Borrower shall provide all documentation and other information that a
\nLender reasonably requests in order to comply with such Lender153s ongoing
\nobligations under applicable “know your customer” and<\/p>\n

98<\/p>\n

\n

<\/p>\n

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

6.10 Subsidiary Guarantors.<\/strong><\/p>\n

(a) Promptly after any Person is required by Section 6.01(f)<\/u> to be
\ndisclosed as an Eligible Material Subsidiary (and in any event within 30 days
\n(or such greater number of days to which the Administrative Agent may agree)
\nthereafter), the Company shall cause such Person to (i) become a Subsidiary
\nGuarantor by executing and delivering to the Administrative Agent a counterpart
\nof the Subsidiary Guaranty or such other document as the Administrative Agent
\nshall deem appropriate for such purpose, and (ii) deliver to the Administrative
\nAgent documents of the types referred to in clauses (iii)<\/u>, (iv)<\/u>,
\n(v)<\/u> and (vi)<\/u> of Section 4.01(a)<\/u> and favorable opinions of
\ncounsel to such Person (which shall cover, among other things, the legality,
\nvalidity, binding effect and enforceability of the documentation referred to in
\nclause (i) of this Section 6.10(a)<\/u>), all in form, content and scope
\nreasonably satisfactory to the Administrative Agent. If, pursuant to clause (c)
\nof the definition of Ineligible Material Subsidiary, the Company elects to
\nprovide a Substitute Guaranty in replacement of a Subsidiary Guaranty otherwise
\nrequired hereby to be provided by a Material Subsidiary which is a CFC, the
\nCompany shall cause the applicable Substitute Guarantors to comply with clauses
\n(i) and (ii) above as if such Substitute Guarantors had themselves been Eligible
\nMaterial Subsidiaries. Compliance by Substitute Guarantors with the preceding
\nsentence in place of a Material Subsidiary which is a CFC shall be deemed to
\nsatisfy the Company153s obligations under the first sentence of this Section
\n6.10(a)<\/u> with respect to such Material Subsidiary.<\/p>\n

(b) (i) Upon and no later than 30 days after the delivery to the
\nAdministrative Agent of the annual Financial Statements and accompanying
\nCompliance Certificate pursuant to Section 6.01(b)<\/u> and (c)<\/u>, in
\nrelation to any Subsidiary Guarantor that has ceased to be a Material Subsidiary
\nas of the end of such fiscal year (other than a Subsidiary Guarantor which was
\nnot a Material Subsidiary at the time it became a Subsidiary Guarantor), or (ii)
\nupon and no later than 30 days after the Company receives notice that a
\nSubsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of
\nthe satisfaction of clause (a)(i) or (a)(ii) of the definition of “Ineligible
\nMaterial Subsidiary” solely due to a Change in Law after the date such Person
\nbecame a Foreign Obligor hereunder and the Company is unable, with the exercise
\nof commercially reasonable efforts, to restore such Subsidiary153s status as an
\nEligible Material Subsidiary (in either case, a “Releasable
\nSubsidiary<\/u>“), provided<\/u> there exists no Default (other than a
\nSubsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue
\nof clause (a) of the definition of “Ineligible Material Subsidiary,” which the
\nCompany is unable, with the exercise of commercially reasonable efforts, to
\nresolve, as to which such proviso shall not apply), the Company may deliver to
\nthe Administrative Agent a duly executed certificate of a<\/p>\n

99<\/p>\n

\n

<\/p>\n

Responsible Officer of the Company, in the form of Exhibit J<\/u>
\n(“Guarantor Release Certificate<\/u>“) and, upon the receipt of such
\ncertificate by the Administrative Agent, such Releasable Subsidiary shall
\nthereupon cease to be a Subsidiary Guarantor, subject to the possible future
\napplication of Section 6.10(a)<\/u>. The Administrative Agent shall with
\nreasonable promptness execute and deliver such reasonable release documentation
\n(which shall contain appropriate representations and warranties by the Company
\nas to the circumstances underlying such release transaction, but shall require
\nno representation, warranty or other undertaking on the part of the
\nAdministrative Agent) as the Company may reasonably request to evidence the
\nrelease and termination of the Subsidiary Guaranty as to such Releasable
\nSubsidiary. No release of any Subsidiary Guarantor shall in any way modify,
\naffect or impair the enforceability of the Subsidiary Guaranty in respect of any
\nother Subsidiary Guarantor.<\/p>\n

ARTICLE VII.
\nNEGATIVE COVENANTS<\/strong><\/p>\n

So long as any Lender shall have any Commitment hereunder, any Loan or other
\nObligation (other than unmatured contingent reimbursement and indemnification
\nobligations) hereunder shall remain unpaid or unsatisfied, or any Letter of
\nCredit shall remain outstanding (other than Extended Letters of Credit):<\/p>\n

7.01 Indebtedness.<\/strong> None of the Borrowers or any of FIL153s
\nSubsidiaries shall create, incur, assume or permit to exist any Indebtedness
\nexcept for the following (“Permitted Indebtedness<\/u>“):<\/p>\n

(a) Indebtedness created under the Loan Documents;<\/p>\n

(b) Indebtedness that is not secured by a Lien in any asset or property of
\nany of the Borrowers or any of FIL153s Subsidiaries;<\/p>\n

(c) (i) Indebtedness under Capital Leases (other than pursuant to
\nsale-leaseback transactions) or under purchase money loans incurred by Borrowers
\nor any of FIL153s Subsidiaries to finance the acquisition, construction,
\ndevelopment or improvement by such Person of real property, fixtures, inventory
\nor equipment or other tangible assets, provided that in each case (A) such
\nIndebtedness is incurred by such Person at the time of, or not later than 120
\ndays after, the acquisition, construction, development or improvement by such
\nPerson of the property so financed and (B) such Indebtedness does not exceed the
\npurchase price of the property (or the cost of constructing, developing or
\nimproving the same) so financed, (ii) Indebtedness under initial or successive
\nrefinancings (which shall include any amendments, modifications, renewals,
\nrefundings or replacements) of any such Capital Leases or purchase money loans,
\nprovided that the principal amount of any such refinancing does not exceed the
\nprincipal amount of the Indebtedness being refinanced (except to the extent
\nnecessary to pay fees, expenses, underwriting discounts and prepayment penalties
\nin connection therewith), and (iii) to the extent constituting Indebtedness,
\nSecuritization Attributable Indebtedness arising out of transactions not
\nresulting in a breach of Section 7.03<\/u> or Section 7.12(a)<\/u>;<\/p>\n

100<\/p>\n

\n

<\/p>\n

(d) Existing Secured Indebtedness, together with initial or successive
\nrefinancings (which shall include any amendments, modifications, renewals,
\nrefundings or replacements) thereof, provided that (i) the principal amount of
\nany such refinancing does not exceed the principal amount of the Indebtedness
\nbeing refinanced (except to the extent necessary to pay fees, expenses,
\nunderwriting discounts and prepayment penalties in connection therewith) and
\n(ii) the other terms and provisions of any such refinancing with respect to
\nmaturity, redemption, prepayment, default and subordination are no less
\nfavorable in any material respect to Lenders than the Indebtedness being
\nrefinanced;<\/p>\n

(e) (ii) Indebtedness of FIL or any of its Subsidiaries owing to any
\nBorrower, Guarantor or Eligible Material Subsidiary and (ii) to the extent
\npermitted by Section 7.05<\/u>, Guaranty Obligations of FIL or any of its
\nSubsidiaries of Permitted Indebtedness of FIL or any of its Subsidiaries;<\/p>\n

(f) Indebtedness (including Capital Leases) under sale-leaseback transactions
\nof fixed assets and under initial or successive refinancings (which shall
\ninclude any amendments, modifications, renewals, refundings or replacements) of
\nany such sale-leaseback transactions (provided that the principal amount of any
\nsuch refinancing does not exceed the principal amount of the Indebtedness being
\nrefinanced, except to the extent necessary to pay fees, expenses, underwriting
\ndiscounts and prepayment penalties in connection therewith) in an aggregate
\namount outstanding not to exceed at any time for FIL and its Subsidiaries
\ntogether $250,000,000;<\/p>\n

(g) Indebtedness of a Person existing at the time such Person was acquired as
\na new Subsidiary by the Company or any of its Subsidiaries (whether by merger,
\nconsolidation, or otherwise) or assumed in connection with the acquisition of
\nassets by the Company or any of its Subsidiaries from a Person, in each case
\nother than to the extent such Indebtedness was created, incurred or assumed in
\ncontemplation of or in connection with the financing of such acquisition, and
\nprovided such Indebtedness ceases to exist as to the Company and its
\nSubsidiaries by a date no later than 180 days after the effective date of such
\nacquisition; and<\/p>\n

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

101<\/p>\n

\n

<\/p>\n

of this Section 7.01<\/u> only, the “principal amount” of the obligations
\nof any Person in respect of any Rate Contract at any time shall be in the
\nmaximum aggregate amount (giving effect to any netting agreements), if any, that
\nsuch Person would be required to pay if such Rate Contract were terminated at
\nsuch time.<\/p>\n

7.02 Liens.<\/strong> None of the Borrowers or any of FIL153s
\nSubsidiaries shall create, incur, assume or permit to exist any Lien on or with
\nrespect to any of their assets or property of any character, whether now owned
\nor hereafter acquired, except for the following Liens (“Permitted
\nLiens<\/u>“):<\/p>\n

(a) Liens that secure only Indebtedness which constitutes Permitted
\nIndebtedness under subsections (c)<\/u> (but only to the extent such Liens are
\non the assets so financed, the proceeds thereof and any improvements thereon),
\n(d), (e), (f) or (h)<\/u> of Section 7.01<\/u> and Liens that secure Rate
\nContracts that do not constitute Indebtedness, provided<\/u> that the
\naggregate principal amount of Indebtedness that constitutes Permitted
\nIndebtedness under Section 7.01(h)<\/u> and secured Rate Contracts that do not
\nconstitute Indebtedness shall not exceed the amount set forth in Section
\n7.01(h)<\/u>;<\/p>\n

(b) Liens in favor of any of the Borrowers, any Eligible Material Subsidiary
\nor any Guarantor on all or part of the assets of Subsidiaries of any Borrower,
\nany Eligible Material Subsidiary or any Guarantor securing Indebtedness owing by
\nSubsidiaries of any of the Borrowers, Eligible Material Subsidiary or any
\nGuarantor, as the case may be, to any of the Borrowers or to such other Eligible
\nMaterial Subsidiary or Guarantor;<\/p>\n

(c) Liens to secure taxes, assessments and other government charges in
\nrespect of obligations not overdue or Liens on properties to secure claims for
\nlabor, services, materials or supplies in respect of obligations not overdue for
\na period of more than 60 days (taking into account applicable grace periods) or
\nwhich are being contested in good faith by appropriate proceedings diligently
\nconducted and with respect to which adequate reserves are being maintained in
\naccordance with GAAP so long as such Liens are not being foreclosed;<\/p>\n

(d) deposits or pledges made in connection with, or to secure payment of,
\nworkmen153s compensation, unemployment insurance, old age pensions or other social
\nsecurity obligations and good faith deposits in connection with tenders,
\ncontracts or leases to which any Borrower or any of FIL153s Subsidiaries is a
\nparty or deposits or pledges to secure, or in lieu of, surety, penalty or appeal
\nbonds, performance bonds or other similar obligations;<\/p>\n

(e) Liens of carriers, landlords, warehousemen, mechanics and materialmen,
\nand other like Liens on properties which would not have a Material Adverse
\nEffect and are in respect of obligations not overdue for a period of more than
\n60 days (taking into account applicable grace periods), or which are being
\ncontested in good faith by appropriate proceedings diligently conducted and with
\nrespect to which adequate reserves are being maintained in accordance with GAAP
\nso long as such Liens are not being foreclosed;<\/p>\n

102<\/p>\n

\n

<\/p>\n

(f) encumbrances on real property consisting of easements, rights of way,
\nzoning restrictions, restrictions on the use of real property and defects and
\nirregularities in the title thereto, landlord153s or lessor153s or lessee153s Liens
\nunder leases to which a Borrower or any of FIL153s Subsidiaries is a party
\n(including Synthetic Lease Obligations), and other minor Liens or encumbrances
\nnone of which interferes materially with the use of the property, in each case
\nwhich do not individually or in the aggregate have a Material Adverse Effect;\n<\/p>\n

(g) Liens in favor of the Administrative Agent for the benefit of the Lenders
\nand the Administrative Agent under the Loan Documents;<\/p>\n

(h) 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 in the ordinary course of business;<\/p>\n

(i) (x) Liens arising out of cash management, netting or set off arrangements
\nmade between banks or financial institutions and FIL or any of its Subsidiaries
\nin the ordinary course of business, or over any asset held with a clearing
\nhouse, and (y) other Liens arising by operation of law or by agreement in favor
\nof collecting or payor banks and other banks providing cash management services,
\nin each case, having a right of setoff, revocation, refund or chargeback against
\nmoney or instruments of FIL or any of its Subsidiaries on deposit with or in
\npossession of such bank to secure the payment of bank fees and other amounts
\nowing in the ordinary course of business;<\/p>\n

(j) Liens securing Indebtedness or other obligations on cash or cash
\nequivalents to the extent such cash or cash equivalents represent proceeds from
\nsuch Indebtedness or other obligations;<\/p>\n

(k) rights of third parties in equipment or inventory consigned to or by, or
\notherwise owned by such third party and which is being stored on property owned
\nor leased by, a Borrower or any of FIL153s Subsidiaries;<\/p>\n

(l) Liens created pursuant to attachment, garnishee orders or other process
\nin connection with pre-judgment court proceedings;<\/p>\n

(m) precautionary Liens over Receivables Assets in connection with any
\nsecuritization, factoring or similar sale transaction permitted under
\nSection 7.03<\/u>;<\/p>\n

(n) the interest of a licensor under any license of intellectual property in
\nthe ordinary course of business;<\/p>\n

(o) Liens on assets pursuant to merger agreements, stock or asset purchase
\nagreements and similar purchase agreements in respect of the disposition of such
\nassets by the Company or its Subsidiaries;<\/p>\n

(p) call arrangements, rights of first refusal and similar rights and
\ncustomary reciprocal easements and other rights of use relating to (i)
\nInvestments in joint ventures, partnerships and the like, (ii) investments
\nconsisting of Equity Securities issued by<\/p>\n

103<\/p>\n

\n

<\/p>\n

suppliers and other venture capital or similar direct investments, (iii)
\nownership of undivided interests in assets subject to a joint ownership or
\nsimilar agreement, or (iv) assets acquired in original equipment manufacturer
\ndivestiture transactions or other acquisitions and arising in favor of the
\noriginal seller or transferor of such assets (or their respective Affiliates)
\npursuant to or in connection with master services, manufacturing services or
\nsupply arrangements entered into in connection therewith;<\/p>\n

(q) Liens on any asset at the time the Company or any of its Subsidiaries
\nacquired such asset and Liens on the assets of a Person existing at the time
\nsuch Person was acquired by the Company or any of its Subsidiaries, including
\nany acquisition by means of a merger, amalgamation or consolidation with or into
\nthe Company or any of its Subsidiaries; subject to the condition that (i) any
\nsuch Lien may not extend to any other asset of the Company or any of its
\nSubsidiaries; (ii) any such Lien shall not have been created in contemplation of
\nor in connection with the transaction or series of transactions pursuant to
\nwhich such asset or Person was acquired by the Company or any of its
\nSubsidiaries; and (iii) any such Lien is released no later than 180 days after
\nthe effective date of such acquisition;<\/p>\n

(r) Liens securing judgments for the payment of money not constituting an
\nEvent of Default under Section 8.01(h)<\/u>;<\/p>\n

(s) purchase money Liens upon or in any real property or equipment acquired
\nor held by the Company or any of its Subsidiaries in the ordinary course of
\nbusiness to secure the purchase price of such property or equipment or to secure
\nIndebtedness incurred solely for the purpose of financing the acquisition of
\nsuch property or equipment, or extensions, renewals or replacements of any of
\nthe foregoing for the same or a lesser amount; provided<\/u>, however<\/u>,
\nthat no such Lien shall extend to or cover any properties of any character other
\nthan the real property or equipment being acquired (and any accessions or
\nadditions thereto, and proceeds thereof), and no such extension, renewal or
\nreplacement shall extend to or cover any properties not theretofore subject to
\nthe Lien being extended, renewed or replaced; and<\/p>\n

(t) Liens not otherwise permitted under this Section 7.02<\/u>,
\nprovided<\/u> that the aggregate fair market value of all assets subject to
\nsuch Liens does not at any time exceed $150,000,000.<\/p>\n

7.03 Asset Dispositions.<\/strong> None of the Borrowers or any of
\nFIL153s Subsidiaries shall sell, lease, transfer or otherwise dispose of any of
\ntheir assets or property, whether now owned or hereafter acquired, except as
\nfollows:<\/p>\n

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

104<\/p>\n

\n

<\/p>\n

Section 7.06<\/u>; (iii) assets or property to any Borrower or any
\nWholly-Owned Subsidiary of FIL from any other Borrower or Subsidiary of FIL;
\n(iv) damaged, obsolete or worn-out assets and scrap in the ordinary course of
\nbusiness; and (v) duplicative or excess assets existing as a result of
\nacquisitions otherwise permitted pursuant to Section 7.04<\/u> and excess
\nassets resulting from a restructuring not otherwise prohibited hereunder; and\n<\/p>\n

(b) At any time that is not during an Enabling Period, such Persons may sell,
\nlease, transfer or otherwise dispose of:<\/p>\n

(i) assets or property in the ordinary course of business for fair market
\nvalue;<\/p>\n

(ii) Receivables Assets in securitization, factoring or other sale
\ntransactions, provided<\/u> that the aggregate outstanding balance of accounts
\nreceivable so sold by the Borrowers and FIL153s Subsidiaries and funded in cash by
\nthe unaffiliated third party purchaser(s) thereof (excluding, for the avoidance
\nof doubt, receivables sold for a deferred purchase price or other consideration
\nfunded on a deferred basis from the proceeds of the collections on such
\nreceivable and receivables which represent a subordinated interest or a reserve)
\ntogether and outstanding at any time shall not exceed 30% of the aggregate
\noutstanding balance of accounts receivable of FIL and its Subsidiaries at such
\ntime, provided<\/u>, however<\/u>, that the Borrowers and FIL153s Subsidiaries
\nshall not be in default of this clause (ii) upon the termination of an Enabling
\nPeriod if, as a result of sales of accounts receivable during such Enabling
\nPeriod, the outstanding balance of accounts receivable so sold by the Borrowers
\nand FIL153s Subsidiaries exceeds 30% of the then aggregate outstanding balance of
\naccounts receivable of FIL and its Subsidiaries;<\/p>\n

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

(iv) damaged, obsolete or worn-out assets and scrap, in each case in the
\nordinary course of business;<\/p>\n

(v) assets or property to any Borrower or any Subsidiary of FIL from any
\nother Borrower or Subsidiary of FIL;<\/p>\n

105<\/p>\n

\n

<\/p>\n

(vi) dispositions of Investments permitted under Section 7.05<\/u>
\nconsisting of cash equivalents and marketable securities for a purchase price
\nthat is not less than fair market value of the Investments being sold;<\/p>\n

(vii) fixed assets sold and leased back by FIL or its Subsidiaries for fair
\nmarket value in a transaction not otherwise prohibited hereunder, provided such
\nassets were first acquired by FIL or its Subsidiaries no earlier than 180 days
\nprior to the date of such sale-leaseback;<\/p>\n

(viii) sales and other dispositions of Non-Core Assets for fair market value;\n<\/p>\n

(ix) sales and other dispositions of assets or Investments not constituting
\nNon-Core Assets for fair market value, excluding sales or other dispositions
\nduring an Enabling Period, in an aggregate amount not to exceed in any fiscal
\nyear 10% of the total assets of FIL and its Subsidiaries at the end of the
\nimmediately preceding fiscal year; and<\/p>\n

(x) assets and property pursuant to distributions and dividends permitted by
\nSection 7.06<\/u>.<\/p>\n

7.04 Mergers, Acquisitions, Etc.<\/strong> None of the Borrowers or
\nany of FIL153s Subsidiaries shall amalgamate or consolidate with or merge into any
\nother Person or permit any other Person to amalgamate or merge into them,
\nacquire any Person as a new Subsidiary or acquire all or substantially all of
\nthe assets of any other Person, except for the following:<\/p>\n

(a) The Borrowers and FIL153s Subsidiaries may amalgamate or merge with each
\nother and with any other Person permitted to be acquired as a new Subsidiary
\nunder clause (b)<\/u> below, provided<\/u> that (i) (A) in any such
\namalgamation or merger involving any Borrower, such Borrower is the surviving
\nPerson and (B) in any such amalgamation or merger involving a Guarantor, the
\nsurviving Person is an Eligible Material Subsidiary and becomes a Guarantor by
\nexecuting and delivering such documents of assumption, and related certificates
\nand legal opinions as the Administrative Agent may reasonably request, and (ii)
\nin each case, no Default has occurred and is continuing on the date of, or will
\nresult after giving effect to, any such amalgamation or merger;<\/p>\n

(b) The Borrowers and FIL153s Subsidiaries may acquire any Person as a new
\nSubsidiary or all or substantially all of the assets of any Person or line of
\nbusiness or division of any Person, provided<\/u> that:<\/p>\n

(i) No Default has occurred and is continuing on the date of, or will result
\nafter giving effect to, any such acquisition;<\/p>\n

(ii) Such Person (or line or division) is not primarily engaged in any
\nbusiness substantially different from (A) the present business of the Company or
\nany Subsidiary (other than any such acquired Subsidiary) or (B) any business
\nreasonably related or ancillary thereto; and<\/p>\n

106<\/p>\n

\n

<\/p>\n

(iii) In the case of an acquisition of a Person as a new Subsidiary, the
\nBorrowers or FIL153s Subsidiaries possess the power to direct or cause the
\ndirection of the management and policies of such Person; and<\/p>\n

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

7.05 Investments.<\/strong> During any time that is not an Enabling
\nPeriod, none of the Borrowers or any of FIL153s Subsidiaries shall make any
\nInvestment, except for the following:<\/p>\n

(a) Investments, other than Investments in joint ventures or non-Wholly-Owned
\nSubsidiaries, permitted by the investment policy of FIL delivered by FIL to the
\nAdministrative Agent on the Closing Date or, if any changes to the investment
\npolicy of FIL are hereafter duly approved by the Board of Directors of FIL, in
\nany subsequent investment policy which is the most recent investment policy
\ndelivered by FIL to Administrative Agent with a certificate of FIL153s chief
\nfinancial officer to the effect that such investment policy has been duly
\napproved by FIL153s Board of Directors and is then in effect;<\/p>\n

(b) Investments listed in Schedule 7.05<\/u> committed on the Closing Date;\n<\/p>\n

(c) Investments received by Borrowers and FIL153s Subsidiaries in connection
\nwith the bankruptcy or reorganization of customers and suppliers and in
\nsettlement of delinquent obligations of, and other disputes with, customers and
\nsuppliers arising in the ordinary course of business;<\/p>\n

(d) Investments by FIL or its Subsidiaries in FIL or Wholly-Owned
\nSubsidiaries of FIL;<\/p>\n

(e) Investments consisting of loans to employees and officers for travel,
\nhousing, relocation and other similar expenses incurred in the ordinary course
\nof business;<\/p>\n

(f) Investments of Borrowers and FIL153s Subsidiaries in interest rate
\nprotection, currency swap and foreign exchange arrangements, provided<\/u>
\nthat all such arrangements are entered into in connection with bona fide hedging
\noperations and not for speculation;<\/p>\n

(g) Deposit accounts;<\/p>\n

(h) Investments permitted by Section 7.04<\/u>, other than joint venture
\nInvestments and Investments in Subsidiaries that are not Wholly-Owned
\nSubsidiaries;<\/p>\n

107<\/p>\n

\n

<\/p>\n

(i) Investments made as a result of (i) the receipt of non-cash consideration
\nfrom an asset disposition permitted under Section 7.03<\/u> or (ii) a retained
\ninterest in any asset disposed of in a transaction permitted under Section
\n7.03<\/u> (and any increases in any such Investments under clauses (i) and (ii)
\nabove); and<\/p>\n

(j) Other Investments (including joint venture Investments and Investments in
\nSubsidiaries that are not Wholly-Owned Subsidiaries), provided<\/u> that:<\/p>\n

(i) No Default has occurred and is continuing on the date of, or will result
\nafter giving effect to, any such Investment; and<\/p>\n

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

For the avoidance of doubt, during an Enabling Period the limitations on
\nInvestments contained in this Section 7.05<\/u> shall not apply.<\/p>\n

7.06 Dividends, Redemptions, Etc.<\/strong> None of the Borrowers or
\nany of FIL153s Subsidiaries shall (a) pay any dividends or make any distributions
\n(whether in cash, securities or other property) on its Equity Securities,
\nincluding any payment to a sinking fund or similar deposit, (b) purchase,
\nredeem, retire, defease, cancel, terminate, or otherwise acquire for value any
\nof its Equity Securities, or (c) return any capital to any holder of its Equity
\nSecurities as such, or set apart any sum for any of the foregoing purposes,
\nexcept as follows:<\/p>\n

(i) Any of the Borrowers or any of FIL153s Subsidiaries may pay dividends or
\nmake distributions on, or make exchanges of, its Equity Securities payable in
\nsuch Person153s own Equity Securities;<\/p>\n

(ii) Any Subsidiary of FIL may pay dividends, make distributions (whether in
\ncash, securities or other property) or return capital to, or repurchase, redeem,
\nretire, defease, or otherwise acquire for value its Equity Securities from, the
\nholders of such Subsidiary153s Equity Securities;<\/p>\n

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

(iv) FIL and its Subsidiaries may make regularly scheduled payments of
\ninterest and principal on any Indebtedness which constitutes Equity Securities,
\nand payments due upon the conversion of such Equity Securities, in accordance
\nwith the terms thereof, subject to the terms of any applicable subordination
\nagreement; and<\/p>\n

108<\/p>\n

\n

<\/p>\n

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

7.07 Change in Business.<\/strong> None of the Borrowers or any of
\nFIL153s Subsidiaries shall engage to any material extent, either directly or
\nindirectly, in any business substantially different from (i) their present
\nbusiness or (ii) any business reasonably related or ancillary thereto.<\/p>\n

7.08 Employee Benefit Plans.<\/strong><\/p>\n

(a) None of the Borrowers or any ERISA Affiliate shall (i) adopt or institute
\nany employee pension benefit plan within the meaning of section 3(2) of ERISA
\nthat is subject to Title IV of ERISA (not including any such plan of a Person
\nexisting at the time such Person was acquired by a Borrower or any ERISA
\nAffiliate), (ii) take any action which will result in the partial or complete
\nwithdrawal, within the meanings of sections 4203 and 4205 of ERISA, from a
\nMultiemployer Plan, (iii) engage or permit any Person to engage in any
\ntransaction prohibited by section 406 of ERISA or section 4975 of the Code
\ninvolving any Employee Benefit Plan or Multiemployer Plan which would subject
\nany Borrower or any ERISA Affiliate to any material tax, penalty or other
\nliability including a liability to indemnify, (iv) fail to meet the minimum
\nfunding standards of sections 412 or 430 of the Code, (v) fail to make full
\npayment when due of all amounts due as contributions to any Employee Benefit
\nPlan or Multiemployer Plan, (vi) fail to comply with the requirements of section
\n4980B of the Code or Part 6 of Title I(B) of ERISA, or (vii) adopt any amendment
\nto any Employee Benefit Plan which would require the posting of security
\npursuant to section 436(f)(1) of the Code, where singly or cumulatively, the
\nabove would be reasonably and substantially likely to have a Material Adverse
\nEffect.<\/p>\n

(b) None of the Borrowers or any of FIL153s Subsidiaries shall (i) engage in
\nany transaction prohibited by any Governmental Rule applicable to any Foreign
\nPlan, (ii) fail to make full payment when due of all amounts due as
\ncontributions to any Foreign Plan or (iii) otherwise fail to comply with the
\nrequirements of any Governmental Rule applicable to any Foreign Plan, where
\nsingly or cumulatively, the above would be reasonably and substantially likely
\nto have a Material Adverse Effect.<\/p>\n

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

109<\/p>\n

\n

<\/p>\n

Agent pursuant to Section 6.01(a)<\/u> or (b)<\/u>, (ii) compensation
\narrangements, indemnification agreements and employee benefits plans for
\nofficers and directors duly approved by the board of directors of the Company or
\nsuch Subsidiary, (iii) in connection with transactions made in accordance with
\nSection 7.04<\/u> or 7.05<\/u>, or (iv) dividends, distributions,
\nredemptions, payments and other transactions permitted under Section
\n7.06<\/u>.<\/p>\n

7.10 Accounting Changes.<\/strong> FIL and its Subsidiaries shall not
\n(a) change their fiscal year (currently April 1 through March 31), or (b) change
\nin any material respect their accounting practices except (i) as required by
\nGAAP, or (ii) as permitted by GAAP if such Person receives the prior written
\nconsent of the Administrative Agent to such GAAP-permitted change;
\nprovided<\/u>, however<\/u>, that FIL and its Subsidiaries may change their
\nfiscal year on a one-time basis during the term of this Agreement or materially
\nchange their accounting practices to the extent permitted by GAAP without the
\nprior written consent of the Administrative Agent if, in either event, (A) FIL
\nshall deliver to the Administrative Agent notice (“change notice”) detailing
\nsuch change in fiscal year or practice no later than 90 days prior to the
\nintended effective date of such change, and (B) if the Required Lenders shall so
\nrequest by notice delivered by the Administrative Agent to the Company no later
\nthan 30 days after the date of such change notice, the Administrative Agent, the
\nLenders and the Company shall negotiate in good faith to amend any ratio or
\ncovenant requirement set forth in any Loan Document that would reasonably be
\nexpected to be affected (either on a one-time basis, or otherwise) by such
\nchange in fiscal year or practice, to preserve the original intent thereof in
\nlight of such change in fiscal year or practice (any such amendment to be
\nsubject to the approval of the Required Lenders), provided that, until and
\nunless such provisions are duly amended, no such change in fiscal year or
\nmaterial change in accounting practice shall become effective.<\/p>\n

7.11 Burdensome Contractual Obligations.<\/strong> None of the
\nBorrowers or any of FIL153s Subsidiaries will enter into any Contractual
\nObligation (excluding this Agreement and the other Loan Documents) that
\nrestricts the ability of any Wholly-Owned Subsidiary of FIL or any other
\nSubsidiary of FIL that had revenues during the immediately preceding fiscal year
\nequal to or greater than $25,000,000 or net worth on the last day of the
\nimmediately preceding fiscal year equal to or greater than $25,000,000, to pay
\nor make dividends or distributions in cash or kind, to make loans, advances or
\nother payments of whatsoever nature or to make transfers or distributions of all
\nor any part of their assets to any of the Borrowers or to any Subsidiary of such
\nSubsidiary; provided<\/u>, however<\/u>, that the foregoing shall not apply
\nto:<\/p>\n

(a) restrictions or conditions imposed by any Governmental Rule;<\/p>\n

(b) customary restrictions and conditions contained in licenses, leases and
\nfranchise agreements;<\/p>\n

(c) transfer or distribution restrictions or conditions arising in connection
\nwith the sale of a Subsidiary or other assets otherwise permitted hereunder,
\neffective pending such sale, provided such restrictions and conditions apply
\nonly to such Subsidiary or assets to be sold;<\/p>\n

(d) restrictions or conditions in respect of transfers or distributions
\naffecting property or assets subject to a Permitted Lien;<\/p>\n

110<\/p>\n

\n

<\/p>\n

(e) restrictions or conditions contained in instruments and agreements
\nevidencing Indebtedness for borrowed money that are taken as a whole no more
\nrestrictive than such restrictions and conditions contained in this Agreement;\n<\/p>\n

(f) customary restrictions in respect of transfers or distributions contained
\nin purchase or supply agreements entered into in the ordinary course of
\nbusiness, provided such restrictions are limited to the property or assets that
\nare the subject of such agreements, and customary restrictions on the assignment
\nof such agreements contained in agreements entered into in the ordinary course
\nof business;<\/p>\n

(g) restrictions or conditions contained in any joint venture agreements,
\npartnership agreements and other agreements relating to the joint ownership of
\nassets, provided such restrictions or conditions apply only to the assets or
\nproperty contained within such joint venture, partnership or other joint
\nownership arrangement;<\/p>\n

(h) restrictions or conditions relating to Receivables Assets contained in
\nagreements relating to securitization, factoring and other similar receivables
\nsale transactions permitted hereunder;<\/p>\n

(i) restrictions or conditions imposed by agreements governing Existing
\nSecured Indebtedness (but shall not apply to any extension or renewal of, or any
\namendment or modification expanding the scope of, any such restriction or
\ncondition); and<\/p>\n

(j) restrictions or conditions applicable to assets (including agreements) or
\na Person acquired by any of the Borrowers or any of FIL153s Subsidiaries as
\npermitted by this Agreement, provided<\/u> that the exception in this clause
\n(j) shall cease to apply, from and after the date that is 180 days after such
\nacquisition, to restrictions or conditions imposed by agreements governing
\nIndebtedness of a Person to the extent such Person is or becomes a Material
\nSubsidiary.<\/p>\n

7.12 Financial Covenants.<\/strong> The Borrowers will comply, and
\nwill cause compliance, with the following financial covenants, unless the
\nRequired Lenders shall otherwise consent in writing:<\/p>\n

(a) Debt\/EBITDA Ratio<\/u>. FIL shall not permit its Debt\/EBITDA Ratio as
\nof the last day of any fiscal quarter to exceed 4.00:1.00.<\/p>\n

(b) Interest Coverage Ratio<\/u>. FIL shall not permit its Interest
\nCoverage Ratio to be less than 3.00 to 1.00 for any consecutive four-quarter
\nperiod ending on the last day of any fiscal quarter.<\/p>\n

ARTICLE VIII.
\nEVENTS OF DEFAULT AND REMEDIES<\/strong><\/p>\n

8.01 Events of Default.<\/strong> Any of the following shall
\nconstitute an Event of Default:<\/p>\n

(a) Non-Payment<\/u>. Any Borrower or any other Loan Party fails to pay (i)
\nwhen and as required to be paid hereunder, and in the currency required
\nhereunder,<\/p>\n

111<\/p>\n

\n

<\/p>\n

any amount of principal of any Loan or any L\/C Obligation, or (ii) within
\nfive Business Days after the same becomes due, any interest on any Loan or on
\nany L\/C Obligation, or any fee due hereunder, or (iii) within five Business Days
\nafter the same becomes due, any other amount payable hereunder or under any
\nother Loan Document; or<\/p>\n

(b) Specific Defaults<\/u>. Any Borrower or any of FIL153s Subsidiaries
\n(whether or not a party hereto) shall fail to observe or perform any covenant,
\nobligation, condition or agreement set forth in 6.06 or 6.07(a) (with respect to
\nthe existence of any Borrower) or Article VII<\/u>; or<\/p>\n

(c) Other Defaults<\/u>. Any Borrower or any of FIL153s Subsidiaries (whether
\nor not a party hereto) shall fail to observe or perform any other covenant,
\nobligation, condition or agreement contained in this Agreement or the other Loan
\nDocuments and such failure shall continue for 30 Business Days after the earlier
\nof (i) any Borrower153s written acknowledgement of such failure and (ii) the
\nAdministrative Agent153s or any Lender153s written notice to the Borrowers of such
\nfailure; provided, however, that (x) if the Borrower shall have failed to
\nprovide a notice of Default within five Business Days as required under Section
\n6.01(d)(iv)<\/u>, such 30-Business Day cure period shall be reduced by the
\nnumber of days that have elapsed following the expiration of such five-Business
\nDay notice period until such notice was provided and (y) in the event that such
\nfailure cannot reasonably be cured within such 30 Business Day period, and such
\nfailure relates to the observance or performance of any of the covenants,
\nobligations, conditions or agreements contained in Section 5.06<\/u> hereof
\nwith respect to Hazardous Materials or any Environmental Laws or any judgment,
\nconsent decree, settlement or compromise in respect of any claim based thereon,
\nit shall not constitute an Event of Default hereunder so long as the Borrowers
\nshall have commenced to cure such failure within such 30 Business Day period and
\nshall thereafter diligently pursue such cure to completion, and provided,
\nfurther, that such failure shall in all events be cured within 180 days after
\nthe Administrative Agent153s or such Lender153s written notice thereof; or<\/p>\n

(d) Representations and Warranties<\/u>. Any representation or warranty or
\nwritten certificate, information or other statement (financial or otherwise)
\nmade or furnished by or on behalf of any Borrower to the Administrative Agent or
\nany Lender in or in connection with this Agreement or any of the other Loan
\nDocuments, or as an inducement to the Administrative Agent or any Lender to
\nenter into this Agreement, shall be false, incorrect, incomplete or misleading
\nin any material respect when made (or deemed made) or furnished; or<\/p>\n

(e) Cross-Default<\/u>. (i) Any Borrower, any Guarantor or any Material
\nSubsidiary shall fail to make any payment on account of any Indebtedness of such
\nPerson (other than the Obligations) when due (whether at scheduled maturity, by
\nrequired prepayment, upon acceleration or otherwise) and such failure shall
\ncontinue beyond any period of grace provided with respect thereto, if the amount
\nof such Indebtedness exceeds $100,000,000 or the effect of such failure is to
\ncause, or permit the holder or holders thereof to cause, Indebtedness of any
\nBorrower, any Guarantor and any Material Subsidiary (other than the Obligations)
\nin an aggregate amount exceeding $100,000,000 to become due (whether at
\nscheduled maturity, by required prepayment, upon<\/p>\n

112<\/p>\n

\n

<\/p>\n

acceleration or otherwise); or (ii) any Borrower, any Guarantor or any
\nMaterial Subsidiary shall otherwise fail to observe or perform any agreement,
\nterm or condition contained in any agreement or instrument relating to any
\nIndebtedness of such Person (other than the Obligations), or any other event
\nshall occur or condition shall exist, if the effect of such failure, event or
\ncondition is to cause, or permit the holder or holders thereof to cause,
\nIndebtedness of any Borrower, any Guarantor and any Material Subsidiary (other
\nthan the Obligations) in an aggregate amount exceeding $100,000,000 to become
\ndue (and\/or to be secured by cash collateral other than cash collateral
\nobligations not arising from an event of default under any agreement or
\ninstrument relating to Indebtedness incurred in connection with Synthetic Lease
\nObligations or letters of credit); provided that, for the avoidance of doubt, so
\nlong as any acquired Person (or its successor by merger, consolidation or
\notherwise) is not in breach of its obligations in respect of repaying or
\nrepurchasing, or making an offer to repay or repurchase, any Indebtedness of
\nsuch Person of the kind described in Section 7.01(g)<\/u>, which obligations
\nin respect of repaying or repurchasing, or making an offer to repay or
\nrepurchase, result from the acquisition of such Person, neither the existence of
\nsuch repayment or repurchase obligations (nor the circumstances giving rise to
\nsuch obligations) shall constitute an Event of Default under this Section
\n8.01(e)<\/u>; or<\/p>\n

(f) Insolvency, Voluntary Proceedings<\/u>. Any Borrower or any Significant
\nSubsidiary shall (i) apply for or consent to the appointment of a receiver,
\ntrustee, liquidator or custodian of itself or of all or a substantial part of
\nits property, (ii) be unable, or admit in writing its inability, to pay its
\ndebts generally as they mature, (iii) make a general assignment for the benefit
\nof its or any of its creditors, (iv) become insolvent (as such term may be
\ndefined or interpreted under any applicable statute), (v) commence a voluntary
\ncase or other proceeding seeking liquidation, reorganization or other relief
\nwith respect to itself or its debts under any bankruptcy, insolvency or other
\nsimilar law now or hereafter in effect or consent to any such relief or to the
\nappointment of or taking possession of its property by any official in an
\ninvoluntary case or other proceeding commenced against it, or (vi) take any
\naction for the purpose of effecting any of the foregoing; or FIL, any Designated
\nBorrower or any Material Subsidiary shall be dissolved or liquidated in full or
\nin part; provided<\/u>, however<\/u>, that the dissolution, liquidation or
\ntermination of the existence of an Excluded Subsidiary shall not constitute an
\nEvent of Default under this Section 8.01(f)<\/u>; or<\/p>\n

(g) Involuntary Proceedings<\/u>. Proceedings for the appointment of a
\nreceiver, trustee, liquidator or custodian of any Borrower or any Significant
\nSubsidiary or of all or a substantial part of the property thereof, or an
\ninvoluntary case or other proceedings seeking liquidation, reorganization or
\nother relief with respect to any Borrower or any Significant Subsidiary or the
\ndebts thereof under any bankruptcy, insolvency or other similar law now or
\nhereafter in effect shall be commenced and an order for relief entered or such
\nproceeding shall not be dismissed or discharged within 60 days of commencement;
\nor<\/p>\n

(h) Judgments<\/u>. (i) One or more non-interlocutory judgments, orders,
\ndecrees or arbitration awards requiring Borrowers and\/or FIL153s Subsidiaries to
\npay an aggregate amount of $100,000,000 or more (exclusive of amounts covered by
\ninsurance issued by<\/p>\n

113<\/p>\n

\n

<\/p>\n

an insurer not an Affiliate of Borrowers and otherwise satisfying the
\nrequirements set forth in Section 6.04<\/u> to which the insurer does not
\ndispute coverage) shall be rendered against Borrowers and\/or FIL153s Subsidiaries
\nin connection with any single or related series of transactions, incidents or
\ncircumstances and the same shall not be satisfied, vacated or stayed for a
\nperiod of 60 consecutive days, (ii) any non-interlocutory judgment, writ,
\nassessment, warrant of attachment, tax lien or execution or similar process
\nshall be issued or levied against a substantial part of the property of any
\nBorrower or any of FIL153s Subsidiaries and the same (A) shall not be released,
\nstayed, vacated or otherwise dismissed within 60 days after issue or levy and
\n(B) is reasonably and substantially likely to have a Material Adverse Effect or
\n(iii) any non-interlocutory judgments, orders, decrees, arbitration awards,
\nwrits, assessments, warrants of attachment, tax liens or executions or similar
\nprocesses which do not constitute an Event of Default under Section
\n8.01(h)(ii)<\/u> and which, alone or in the aggregate, are reasonably and
\nsubstantially likely to have a Material Adverse Effect are rendered, issued or
\nlevied; or<\/p>\n

(i) Loan Documents<\/u>. Any Loan Document (other than the Flextronics
\n(Netherlands) Guaranty) or any material term thereof shall cease to be, or be
\nasserted by any Borrower or any Guarantor not to be, a legal, valid and binding
\nobligation of any Borrower or any Guarantor enforceable in accordance with its
\nterms; or<\/p>\n

(j) Employee Benefit Plans<\/u>. (i) Any Reportable Event which constitutes
\ngrounds for the termination of any Employee Benefit Plan by the PBGC or for the
\nappointment of a trustee by the PBGC to administer any Employee Benefit Plan,
\nand which is reasonably and substantially certain to result in liability to the
\nBorrower in excess of $50,000,000 shall occur, or (ii) any Employee Benefit Plan
\nshall be terminated within the meaning of Title IV of ERISA (x) in a distress
\ntermination, or (y) other than a distress termination and the resulting
\nliability is in excess of $50,000,000; or<\/p>\n

(k) Change of Control<\/u>. Any Change of Control shall occur.<\/p>\n

(l) Existing Term Loans<\/u>. More than $500,000,000 of FIL153s existing term
\nloans under that certain $1.759 billion Term Loan Agreement dated as of October
\n1, 2007 shall remain outstanding on July 1, 2014 unless on and after such date
\nFIL has, and maintains through the repayment in full thereof, a Liquidity Amount
\nat least equal to the sum of (i) the aggregate outstanding principal amount of
\nsuch term loans plus (ii) $500,000,000.<\/p>\n

8.02 Remedies Upon Event of Default.<\/strong> If any Event of Default
\noccurs and is continuing, the Administrative Agent shall, at the request of, or
\nmay, with the consent of, the Required Lenders, take any or all of the following
\nactions:<\/p>\n

(a) declare the commitment of each Lender to make Loans and any obligation of
\nthe L\/C Issuer to make L\/C Credit Extensions to be terminated, whereupon such
\ncommitments and obligation shall be terminated;<\/p>\n

114<\/p>\n

\n

<\/p>\n

(b) declare the unpaid principal amount of all outstanding Loans, all
\ninterest accrued and unpaid thereon, and all other amounts owing or payable
\nhereunder or under any other Loan Document to be immediately due and payable,
\nwithout presentment, demand, protest or other notice of any kind, all of which
\nare hereby expressly waived by the Borrowers;<\/p>\n

(c) require that the Company Cash Collateralize the L\/C Obligations (in an
\namount equal to the then Outstanding Amount thereof); and<\/p>\n

(d) exercise on behalf of itself, the Lenders and the L\/C Issuer all rights
\nand remedies available to it, the Lenders and the L\/C Issuer under the Loan
\nDocuments;<\/p>\n

provided<\/u>, however<\/u>, that upon the occurrence of an actual or
\ndeemed entry of an order for relief with respect to any Borrower under the
\nBankruptcy Code of the United States (or any comparable event under non-U.S.
\nDebtor Relief Laws), the obligation of each Lender to make Loans and any
\nobligation of the L\/C Issuer to make L\/C Credit Extensions shall automatically
\nterminate, the unpaid principal amount of all outstanding Loans and all interest
\nand other amounts as aforesaid shall automatically become due and payable, and
\nthe obligation of the Company to Cash Collateralize the L\/C Obligations as
\naforesaid shall automatically become effective, in each case without further act
\nof the Administrative Agent or any Lender.<\/p>\n

8.03 Application of Funds.<\/strong> After the exercise of remedies
\nprovided for in Section 8.02<\/u> (or after the Loans have automatically
\nbecome immediately due and payable and the L\/C Obligations have automatically
\nbeen required to be Cash Collateralized as set forth in the proviso to
\nSection 8.02<\/u>), any amounts received on account of the Obligations shall,
\nsubject to the provisions of Sections 2.18<\/u> and 2.19<\/u>, be applied by
\nthe Administrative Agent in the following order:<\/p>\n

First<\/u>, to payment of that portion of the Obligations constituting
\nfees, indemnities, expenses and other amounts (including fees, charges and
\ndisbursements of counsel to the Administrative Agent and amounts payable under
\nArticle III<\/u>) payable to the Administrative Agent in its capacity as such;\n<\/p>\n

Second<\/u>, to payment of that portion of the Obligations constituting
\nfees, indemnities and other amounts (other than principal, interest and Letter
\nof Credit Fees) payable to the Lenders and the L\/C Issuer (including fees,
\ncharges and disbursements of counsel to the respective Lenders and the L\/C
\nIssuer and amounts payable under Article III<\/u>), ratably among them in
\nproportion to the respective amounts described in this clause Second<\/u>
\npayable to them;<\/p>\n

Third<\/u>, to payment of that portion of the Obligations constituting
\naccrued and unpaid Letter of Credit Fees and interest on the Loans, L\/C
\nBorrowings and other Obligations, ratably among the Lenders and the L\/C Issuer
\nin proportion to the respective amounts described in this clause Third<\/u>
\npayable to them;<\/p>\n

Fourth<\/u>, to payment of that portion of the Obligations constituting
\nunpaid principal of the Loans and L\/C Borrowings, ratably among the Lenders and
\nthe L\/C Issuer in proportion to the respective amounts described in this clause
\nFourth<\/u> held by them;<\/p>\n

115<\/p>\n

\n

<\/p>\n

Fifth<\/u>, to the Administrative Agent for the account of the L\/C Issuer,
\nto Cash Collateralize that portion of L\/C Obligations comprised of the aggregate
\nundrawn amount of Letters of Credit to the extent not otherwise Cash
\nCollateralized by the Borrower pursuant to Sections 2.03<\/u> and
\n2.18<\/u>; and<\/p>\n

Last<\/u>, the balance, if any, after all of the Obligations have been
\nindefeasibly paid in full, to the Company or as otherwise required by any
\nGovernmental Rule.<\/p>\n

Subject to Section 2.03(g)<\/u>, amounts used to Cash Collateralize the
\naggregate undrawn amount of Letters of Credit pursuant to clause Fifth<\/u>
\nabove shall be applied to satisfy drawings under such Letters of Credit as they
\noccur. If any amount remains on deposit as Cash Collateral after all Letters of
\nCredit have either been fully drawn or expired, such remaining amount shall be
\napplied to the other Obligations, if any, in the order set forth above.<\/p>\n

8.04 Lender Rate Contract Remedies.<\/strong> Notwithstanding any
\nother provision of this Article VIII<\/u>, each Lender or its Affiliate which
\nhas entered into a Rate Contract with FIL or its Subsidiaries (“Lender Rate
\nContract<\/u>“) shall have the right, with prior notice to the Administrative
\nAgent, but without the approval or consent of the Administrative Agent or any
\nother Lender, to the extent provided by such Lender Rate Contracts, (a) to
\ndeclare an event of default, termination event or other similar event thereunder
\nwhich will result in the early termination of such Lender Rate Contract, (b) to
\ndetermine net termination amounts in accordance with the terms of such Lender
\nRate Contract and to set-off amounts between Lender Rate Contracts of such
\nLender, and (c) to prosecute any legal action against any Borrower or any of
\nFIL153s Subsidiaries to enforce net amounts owing to such Lender or its Affiliate
\nunder such Lender Rate Contracts.<\/p>\n

ARTICLE IX.
\nADMINISTRATIVE AGENT<\/strong><\/p>\n

9.01 Appointment and Authority.<\/strong> Each of the Lenders and the
\nL\/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as
\nthe Administrative Agent hereunder and under the other Loan Documents and
\nauthorizes the Administrative Agent to take such actions on its behalf and to
\nexercise such powers as are delegated to the Administrative Agent by the terms
\nhereof or thereof, together with such actions and powers as are reasonably
\nincidental thereto. The provisions of this Article are solely for the benefit of
\nthe Administrative Agent, the Lenders and the L\/C Issuer, and no Borrower shall
\nhave rights as a third party beneficiary of any of such provisions.<\/p>\n

9.02 Rights as a Lender.<\/strong> The Person serving as the
\nAdministrative Agent hereunder shall have the same rights and powers in its
\ncapacity as a Lender as any other Lender and may exercise the same as though it
\nwere not the Administrative Agent and the term “Lender” or “Lenders” shall,
\nunless otherwise expressly indicated or unless the context otherwise requires,
\ninclude the Person serving as the Administrative Agent hereunder in its
\nindividual capacity. Such Person and its Affiliates may accept deposits from,
\nlend money to, act as the financial advisor or in any other advisory capacity
\nfor and generally engage in any kind of business with the Borrowers or any
\nSubsidiary or other Affiliate thereof as if such Person were not the
\nAdministrative Agent hereunder and without any duty to account therefor to the
\nLenders.<\/p>\n

116<\/p>\n

\n

<\/p>\n

9.03 Exculpatory Provisions.<\/strong> The Administrative Agent shall
\nnot have any duties or obligations except those expressly set forth herein and
\nin the other Loan Documents. Without limiting the generality of the foregoing,
\nthe Administrative Agent:<\/p>\n

(a) shall not be subject to any fiduciary or other implied duties, regardless
\nof whether a Default has occurred and is continuing;<\/p>\n

(b) shall not have any duty to take any discretionary action or exercise any
\ndiscretionary powers, except discretionary rights and powers expressly
\ncontemplated hereby or by the other Loan Documents that the Administrative Agent
\nis required to exercise as directed in writing by the Required Lenders (or such
\nother number or percentage of the Lenders as shall be expressly provided for
\nherein or in the other Loan Documents), provided<\/u> that the Administrative
\nAgent shall not be required to take any action that, in its opinion or the
\nopinion of its counsel, may expose the Administrative Agent to liability or that
\nis contrary to any Loan Document or applicable law; and<\/p>\n

(c) shall not, except as expressly set forth herein and in the other Loan
\nDocuments, have any duty to disclose, and shall not be liable for the failure to
\ndisclose, any information relating to any of the Borrowers or any of their
\nrespective Affiliates that is communicated to or obtained by the Person serving
\nas the Administrative Agent or any of its Affiliates in any capacity.<\/p>\n

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

The Administrative Agent shall not be responsible for or have any duty to
\nascertain or inquire into (A) any statement, warranty or representation made in
\nor in connection with this Agreement or any other Loan Document, (B) the
\ncontents of any certificate, report or other document delivered hereunder or
\nthereunder or in connection herewith or therewith, (C) the performance or
\nobservance of any of the covenants, agreements or other terms or conditions set
\nforth herein or therein or the occurrence of any Default, (D) the validity,
\nenforceability, effectiveness or genuineness of this Agreement, any other Loan
\nDocument or any other agreement, instrument or document or (E) the satisfaction
\nof any condition set forth in Article IV<\/u> or elsewhere herein, other than
\nto confirm receipt of items expressly required to be delivered to the
\nAdministrative Agent.<\/p>\n

9.04 Reliance by Administrative Agent.<\/strong> The Administrative
\nAgent shall be entitled to rely upon, and shall not incur any liability for
\nrelying upon, any notice, request, certificate, consent, statement, instrument,
\ndocument or other writing (including any electronic message, Internet or
\nintranet website posting or other distribution) believed by it to be genuine and
\nto have been signed, sent or otherwise authenticated by the proper Person. The
\nAdministrative Agent also may rely upon any statement made to it orally or by
\ntelephone and believed by it to have<\/p>\n

117<\/p>\n

\n

<\/p>\n

been made by the proper Person, and shall not incur any liability for relying
\nthereon. In determining compliance with any condition hereunder to the making of
\na Loan, or the issuance of a Letter of Credit, that by its terms must be
\nfulfilled to the satisfaction of a Lender or the L\/C Issuer, the Administrative
\nAgent may presume that such condition is satisfactory to such Lender or the L\/C
\nIssuer unless the Administrative Agent shall have received notice to the
\ncontrary from such Lender or the L\/C Issuer prior to the making of such Loan or
\nthe issuance of such Letter of Credit. The Administrative Agent may consult with
\nlegal counsel (who may be counsel for the Company), independent accountants and
\nother experts selected by it, and shall not be liable for any action taken or
\nnot taken by it in accordance with the advice of any such counsel, accountants
\nor experts.<\/p>\n

9.05 Delegation of Duties.<\/strong> The Administrative Agent may
\nperform any and all of its duties and exercise its rights and powers hereunder
\nor under any other Loan Document by or through any one or more sub-agents
\nappointed by the Administrative Agent. The Administrative Agent and any such
\nsub-agent may perform any and all of its duties and exercise its rights and
\npowers by or through their respective Related Parties. The exculpatory
\nprovisions of this Article shall apply to any such sub-agent and to the Related
\nParties of the Administrative Agent and any such sub-agent, and shall apply to
\ntheir respective activities in connection with the syndication of the credit
\nfacilities provided for herein as well as activities as Administrative Agent.\n<\/p>\n

9.06 Resignation of Administrative Agent.<\/strong> The Administrative
\nAgent may at any time give notice of its resignation to the Lenders, the L\/C
\nIssuer and the Company. Upon receipt of any such notice of resignation, the
\nRequired Lenders shall have the right, in consultation with the Company, to
\nappoint a successor, which shall be a bank with an office in the United States,
\nor an Affiliate of any such bank with an office in the United States. If no such
\nsuccessor shall have been so appointed by the Required Lenders and shall have
\naccepted such appointment within 30 days after the retiring Administrative Agent
\ngives notice of its resignation, then the retiring Administrative Agent may on
\nbehalf of the Lenders and the L\/C Issuer, appoint a successor Administrative
\nAgent meeting the qualifications set forth above; provided<\/u> that if the
\nAdministrative Agent shall notify the Company and the Lenders that no qualifying
\nPerson has accepted such appointment, then such resignation shall nonetheless
\nbecome effective in accordance with such notice and (a) the retiring
\nAdministrative Agent shall be discharged from its duties and obligations
\nhereunder and under the other Loan Documents and (b) all payments,
\ncommunications and determinations provided to be made by, to or through the
\nAdministrative Agent shall instead be made by or to each Lender and the L\/C
\nIssuer directly, until such time as the Required Lenders appoint a successor
\nAdministrative Agent as provided for above in this Section. Upon the acceptance
\nof a successor153s appointment as Administrative Agent hereunder, such successor
\nshall succeed to and become vested with all of the rights, powers, privileges
\nand duties of the retiring (or retired) Administrative Agent, and the retiring
\nAdministrative Agent shall be discharged from all of its duties and obligations
\nhereunder or under the other Loan Documents (if not already discharged therefrom
\nas provided above in this Section). The fees payable by the Company to a
\nsuccessor Administrative Agent shall be the same as those payable to its
\npredecessor unless otherwise agreed between the Company and such successor.
\nAfter the retiring Administrative Agent153s resignation hereunder and under the
\nother Loan Documents, the provisions of this Article and Section 10.04<\/u>
\nshall continue in effect for the benefit of such retiring Administrative Agent,
\nits sub-agents and their respective Related Parties in respect of<\/p>\n

118<\/p>\n

\n

<\/p>\n

any actions taken or omitted to be taken by any of them while the retiring
\nAdministrative Agent was acting as Administrative Agent.<\/p>\n

Any resignation by Bank of America as Administrative Agent pursuant to this
\nSection shall also constitute its resignation as L\/C Issuer and Swing Line
\nLender. Upon the acceptance of a successor153s appointment as Administrative Agent
\nhereunder, (a) such successor shall succeed to and become vested with all of the
\nrights, powers, privileges and duties of the retiring L\/C Issuer and Swing Line
\nLender, (b) the retiring L\/C Issuer and Swing Line Lender shall be discharged
\nfrom all of their respective duties and obligations hereunder or under the other
\nLoan Documents, and (c) the successor L\/C Issuer shall issue letters of credit
\nin substitution for the Letters of Credit, if any, outstanding at the time of
\nsuch succession or make other arrangements satisfactory to the retiring L\/C
\nIssuer to effectively assume the obligations of the retiring L\/C Issuer with
\nrespect to such Letters of Credit.<\/p>\n

9.07 Non-Reliance on Administrative Agent and Other Lenders.<\/strong>
\nEach Lender and the L\/C Issuer acknowledges that it has, independently and
\nwithout reliance upon the Administrative Agent or any other Lender or any of
\ntheir Related Parties and based on such documents and information as it has
\ndeemed appropriate, made its own credit analysis and decision to enter into this
\nAgreement. Each Lender and the L\/C Issuer also acknowledges that it will,
\nindependently and without reliance upon the Administrative Agent or any other
\nLender or any of their Related Parties and based on such documents and
\ninformation as it shall from time to time deem appropriate, continue to make its
\nown decisions in taking or not taking action under or based upon this Agreement,
\nany other Loan Document or any related agreement or any document furnished
\nhereunder or thereunder.<\/p>\n

9.08 No Other Duties, Etc.<\/strong> Anything herein to the contrary
\nnotwithstanding, none of the Bookrunners, Book Managers, Arrangers, Syndication
\nAgents or Documentation Agents listed on the cover page hereof shall have any
\npowers, duties or responsibilities under this Agreement or any of the other Loan
\nDocuments, except in its capacity, as applicable, as the Administrative Agent, a
\nLender or an L\/C Issuer hereunder.<\/p>\n

9.09 Administrative Agent May File Proofs of Claim.<\/strong> In case
\nof the pendency of any proceeding under any Debtor Relief Law or any other
\njudicial proceeding relative to any Loan Party, the Administrative Agent
\n(irrespective of whether the principal of any Loan or L\/C Obligation shall then
\nbe due and payable as herein expressed or by declaration or otherwise and
\nirrespective of whether the Administrative Agent shall have made any demand on
\nany Borrower) shall be entitled and empowered, by intervention in such
\nproceeding or otherwise<\/p>\n

(a) to file and prove a claim for the whole amount of the principal and
\ninterest owing and unpaid in respect of the Loans, L\/C Obligations and all other
\nObligations that are owing and unpaid and to file such other documents as may be
\nnecessary or advisable in order to have the claims of the Lenders, the L\/C
\nIssuer and the Administrative Agent (including any claim for the reasonable
\ncompensation, expenses, disbursements and advances of the Lenders, the L\/C
\nIssuer and the Administrative Agent and their respective agents and counsel and
\nall other amounts due the Lenders, the L\/C Issuer and the Administrative Agent
\nunder Sections 2.03(i)<\/u> and (j)<\/u>, 2.09<\/u> and 10.04<\/u>)
\nallowed in such judicial proceeding; and<\/p>\n

119<\/p>\n

\n

<\/p>\n

(b) to collect and receive any monies or other property payable or
\ndeliverable on any such claims and to distribute the same;<\/p>\n

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
\nother similar official in any such judicial proceeding is hereby authorized by
\neach Lender and the L\/C Issuer to make such payments to the Administrative Agent
\nand, in the event that the Administrative Agent shall consent to the making of
\nsuch payments directly to the Lenders and the L\/C Issuer, to pay to the
\nAdministrative Agent any amount due for the reasonable compensation, expenses,
\ndisbursements and advances of the Administrative Agent and its agents and
\ncounsel, and any other amounts due the Administrative Agent under Sections
\n2.09<\/u> and 10.04<\/u>.<\/p>\n

Nothing contained herein shall be deemed to authorize the Administrative
\nAgent to authorize or consent to or accept or adopt on behalf of any Lender or
\nthe L\/C Issuer any plan of reorganization, arrangement, adjustment or
\ncomposition affecting the Obligations or the rights of any Lender or the L\/C
\nIssuer to authorize the Administrative Agent to vote in respect of the claim of
\nany Lender or the L\/C Issuer in any such proceeding.<\/p>\n

9.10 Guaranty Matters.<\/strong> The Lenders and the L\/C Issuer
\nirrevocably authorize the Administrative Agent, at its option and in its
\ndiscretion, (a) to release any Subsidiary Guarantor from its obligations under
\nthe Subsidiary Guaranty if there occurs a Release Date (as defined in the
\nSubsidiary Guaranty) as to such Person, (b) to release Flextronics (Netherlands)
\nat any time from the Subsidiary Guaranty and (c) to release any Subsidiary
\nGuarantor which is a Significant Subsidiary (but not a Material Subsidiary) from
\nthe Subsidiary Guaranty upon, and in exchange for, the Company causing any other
\nSignificant Subsidiary or Significant Subsidiaries not already party thereto to
\nenter into the Subsidiary Guaranty (and comply with the documentary requirements
\nof Section 6.10(a)<\/u> applicable to Eligible Material Subsidiaries) if the
\nAdministrative Agent determines in its sole discretion that such exchange of
\nSubsidiary Guarantors will not be disadvantageous to the Lenders in any material
\nrespect). Upon request by the Administrative Agent at any time, the Required
\nLenders will confirm in writing the Administrative Agent153s authority to release
\nany Subsidiary Guarantor from its obligations under the Subsidiary Guaranty
\npursuant to this Section 9.10<\/u>.<\/p>\n

ARTICLE X.
\nMISCELLANEOUS<\/strong><\/p>\n

10.01 Amendments, Etc. <\/strong>No amendment or waiver of any
\nprovision of this Agreement or any other Loan Document, and no consent to any
\ndeparture by the Company or any other Loan Party therefrom, shall be effective
\nunless in writing signed by the Required Lenders and the Company or the
\napplicable Loan Party, as the case may be, and acknowledged by the
\nAdministrative Agent (which acknowledgment the Administrative Agent shall
\nprovide promptly and in any event within three Business Days following its
\nactual receipt of an amendment or waiver countersigned by the Required Lenders,
\nCompany and other applicable Loan Party, if any), and each such waiver or
\nconsent shall be effective only in the specific instance and for the specific
\npurpose for which given; provided<\/u>, however<\/u>, that no such
\namendment, waiver or consent shall:<\/p>\n

120<\/p>\n

\n

<\/p>\n

(a) waive any condition set forth in Section 4.01(a)<\/u> without the
\nwritten consent of each Lender;<\/p>\n

(b) without limiting the generality of clause (a) above, waive any condition
\nset forth in Section 4.02<\/u> as to any Credit Extension under a particular
\nFacility without the written consent of the Required Revolving Lenders and\/or
\nthe Required Term A Lenders, as the case may be;<\/p>\n

(c) extend or increase the Commitment of any Lender (or reinstate any
\nCommitment terminated pursuant to Section 8.02<\/u>) without the written
\nconsent of such Lender;<\/p>\n

(d) postpone any date fixed by this Agreement or any other Loan Document for
\nany payment of principal, interest, fees or other amounts due to the Lenders (or
\nany of them) hereunder or under any other Loan Document without the written
\nconsent of each Lender directly affected thereby;<\/p>\n

(e) reduce the principal of, or the rate of interest specified herein on, any
\nLoan or L\/C Borrowing, or (subject to clause (v) of the second proviso to this
\nSection 10.01<\/u>) any fees or other amounts payable hereunder or under any
\nother Loan Document without the written consent of each Lender directly affected
\nthereby; provided<\/u>, however<\/u>, that only the consent of the Required
\nLenders shall be necessary to amend the definition of “Default Rate” or to waive
\nany obligation of any Borrower to pay interest or Letter of Credit Fees at the
\nDefault Rate;<\/p>\n

(f) change Section 2.13<\/u> or Section 8.03<\/u> in a manner that would
\nalter the pro rata sharing of payments required thereby without the written
\nconsent of each Lender;<\/p>\n

(g) amend Section 1.06<\/u> or the definition of “Alternative Currency”
\nwithout the written consent of each Lender;<\/p>\n

(h) change (i) any provision of this Section or the definition of “Required
\nLenders” or any other provision hereof specifying the number or percentage of
\nLenders required to amend, waive or otherwise modify any rights hereunder or
\nmake any determination or grant any consent hereunder without the written
\nconsent of each Lender; or (ii) the definition of “Required Revolving Lenders”
\nor “Required Term A Lenders” without the written consent of each Lender under
\nthe applicable Facility;<\/p>\n

(i) release the Company from the Company Guaranty or all or substantially all
\nof the value of the Subsidiary Guaranty without the written consent of each
\nLender, except to the extent the release of any Subsidiary Guarantor is
\npermitted pursuant to Section 9.10<\/u> (in which case such release may be
\nmade by the Administrative Agent acting alone);<\/p>\n

and, provided<\/u> further<\/u>, that (i) no amendment, waiver or consent
\nshall, unless in writing and signed by the L\/C Issuer in addition to the Lenders
\nrequired above, affect the rights or duties of the L\/C Issuer under this
\nAgreement or any Issuer Document relating to any Letter of Credit issued or to
\nbe issued by it; (ii) no amendment, waiver or consent shall, unless in writing
\nand<\/p>\n

121<\/p>\n

\n

<\/p>\n

signed by the Swing Line Lender in addition to the Lenders required above,
\naffect the rights or duties of the Swing Line Lender under this Agreement; (iii)
\nno amendment, waiver or consent shall, unless in writing and signed by the
\nAdministrative Agent in addition to the Lenders required above, affect the
\nrights or duties of the Administrative Agent under this Agreement or any other
\nLoan Document; (iv) Section 10.06(h)<\/u> may not be amended, waived or
\notherwise modified without the consent of each Granting Lender all or any part
\nof whose Loans are being funded by an SPC at the time of such amendment, waiver
\nor other modification; (v) the Fee Letters may be amended, or rights or
\nprivileges thereunder waived, in a writing executed only by the parties thereto
\nand (vi) any waiver, amendment or modification that by its terms affects the
\nLenders in one Facility disproportionately adversely relative to Lenders in any
\nother Facility shall require the consent of the Required Revolving Lenders or
\nRevolving Term A Lenders, as applicable. Notwithstanding anything to the
\ncontrary herein, no Defaulting Lender shall have any right to approve or
\ndisapprove any amendment, waiver or consent hereunder (and any amendment, waiver
\nor consent which by its terms requires the consent of all Lenders or each
\naffected Lender may be effected with the consent of the applicable Lenders other
\nthan Defaulting Lenders), except that (x) no Commitment of any Defaulting Lender
\nmay be increased or extended without the consent of such Lender and (y) any
\nwaiver, amendment or modification requiring the consent of all Lenders or each
\naffected Lender that by its terms affects any Defaulting Lender
\ndisproportionately adversely relative to other affected Lenders shall require
\nthe consent of such Defaulting Lender.<\/p>\n

10.02 Notices; Effectiveness; Electronic Communication.<\/strong><\/p>\n

(a) Notices Generally<\/u>. Except in the case of notices and other
\ncommunications expressly permitted to be given by telephone (and except as
\nprovided in subsection (b) below), 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 telecopier as
\nfollows, and all notices and other communications expressly permitted hereunder
\nto be given by telephone shall be made to the applicable telephone number, as
\nfollows:<\/p>\n

(i) if to a Borrower, the Administrative Agent, the L\/C Issuer or the Swing
\nLine Lender, to the address, telecopier number, electronic mail address or
\ntelephone number specified for such Person on Schedule 10.02<\/u>; and<\/p>\n

(ii) if to any other Lender, to the address, telecopier number, electronic
\nmail address or telephone number specified in its Administrative Questionnaire
\n(including, as appropriate, notices delivered solely to the Person designated by
\na Lender on its Administrative Questionnaire then in effect for the delivery of
\nnotices that may contain material non-public information relating to the
\nBorrower).<\/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 telecopier shall be deemed to have been given when sent (except that, if not
\ngiven during normal business hours for the recipient, shall be deemed to have
\nbeen given at the opening of business on the next business day for the
\nrecipient). Notices delivered through electronic communications to the extent
\nprovided in subsection (b) below, shall be effective as provided in such
\nsubsection (b).<\/p>\n

122<\/p>\n

\n

<\/p>\n

(b) Electronic Communications<\/u>. Notices and other communications to the
\nLenders and the L\/C Issuer hereunder may be delivered or furnished by electronic
\ncommunication (including e-mail and Internet or intranet websites) pursuant to
\nprocedures approved by the Administrative Agent, provided<\/u> that the
\nforegoing shall not apply to notices to any Lender or the L\/C Issuer pursuant to
\nArticle II<\/u> if such Lender or the L\/C Issuer, as applicable, has notified
\nthe Administrative Agent that it is incapable of receiving notices under such
\nArticle by electronic communication. The Administrative Agent or the Company
\nmay, in its discretion, agree to accept notices and other communications to it
\nhereunder by electronic communications pursuant to procedures approved by it,
\nprovided<\/u> that approval of such procedures may be limited to particular
\nnotices or communications.<\/p>\n

Unless the Administrative Agent otherwise prescribes, (i) notices and other
\ncommunications sent to an e-mail address shall be deemed received upon the
\nsender153s receipt of an acknowledgement from the intended recipient (such as by
\nthe “return receipt requested” function, as available, return e-mail or other
\nwritten acknowledgement), provided<\/u> that if such notice or other
\ncommunication is not sent during the normal business hours of the recipient,
\nsuch notice or communication shall be deemed to have been sent at the opening of
\nbusiness on the next business day for the recipient, and (ii) notices or
\ncommunications posted to an Internet or intranet website shall be deemed
\nreceived upon the deemed receipt by the intended recipient at its e-mail address
\nas described in the foregoing clause (i) of notification that such notice or
\ncommunication is available and identifying the website address therefor.<\/p>\n

(c) The Platform<\/u>. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
\nTHE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS
\nOF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
\nDISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO
\nWARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
\nMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
\nPARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
\nPARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
\nshall the Administrative Agent or any of its Related Parties (collectively, the
\n“Agent Parties<\/u>“) have any liability to any Borrower, any Lender, the L\/C
\nIssuer or any other Person for losses, claims, damages, liabilities or expenses
\nof any kind (whether in tort, contract or otherwise) arising out of any
\nBorrower153s or the Administrative Agent153s transmission of Borrower Materials
\nthrough the Internet, except to the extent that such losses, claims, damages,
\nliabilities or expenses are determined by a court of competent jurisdiction by a
\nfinal and nonappealable judgment to have resulted from the gross negligence or
\nwillful misconduct of such Agent Party; provided<\/u>, however<\/u>, that in
\nno event shall any Agent Party have any liability to any Borrower, any Lender,
\nthe L\/C Issuer or any other Person for indirect, special, incidental,
\nconsequential or punitive damages (as opposed to direct or actual damages).<\/p>\n

(d) Change of Address, Etc<\/u>. Each of the Borrowers, the Administrative
\nAgent, the L\/C Issuer and the Swing Line Lender may change its address,
\ntelecopier or telephone number for notices and other communications hereunder by
\nnotice to the other parties hereto. Each other Lender may change its address,
\ntelecopier or telephone number for notices and other<\/p>\n

123<\/p>\n

\n

<\/p>\n

communications hereunder by notice to the Company, the Administrative Agent,
\nthe L\/C Issuer and the Swing Line Lender. In addition, each Lender agrees to
\nnotify the Administrative Agent from time to time to ensure that the
\nAdministrative Agent has on record (i) an effective address, contact name,
\ntelephone number, telecopier number and electronic mail address to which notices
\nand other communications may be sent and (ii) accurate wire instructions for
\nsuch Lender. Furthermore, each Public Lender agrees to cause at least one
\nindividual at or on behalf of such Public Lender to at all times have selected
\nthe “Private Side Information” or similar designation on the content declaration
\nscreen of the Platform in order to enable such Public Lender or its delegate, in
\naccordance with such Public Lender153s compliance procedures and applicable
\nRequirement of Law, including United States Federal and state securities
\nRequirements of Law, to make reference to Borrower Materials that are not made
\navailable through the “Public Side Information” portion of the Platform and that
\nmay contain material non-public information with respect to the Borrower or its
\nsecurities for purposes of United States Federal or state securities laws.<\/p>\n

(e) Reliance by Administrative Agent, L\/C Issuer and Lenders<\/u>. The
\nAdministrative Agent, the L\/C Issuer and the Lenders shall be entitled to rely
\nand act upon any notices (including telephonic Committed Loan Notices and Swing
\nLine Loan Notices) purportedly given by or on behalf of any Borrower even if (i)
\nsuch notices were not made in a manner specified herein, were incomplete or were
\nnot preceded or followed by any other form of notice specified herein, or (ii)
\nthe terms thereof, as understood by the recipient, varied from any confirmation
\nthereof. The Company shall indemnify the Administrative Agent, the L\/C Issuer,
\neach Lender and the Related Parties of each of them from all losses, costs,
\nexpenses and liabilities resulting from the reliance by such Person on each
\nnotice purportedly given by or on behalf of any Borrower. All telephonic notices
\nto and other telephonic communications with the Administrative Agent may be
\nrecorded by the Administrative Agent, and each of the parties hereto hereby
\nconsents to such recording.<\/p>\n

10.03<\/strong> No Waiver; Cumulative Remedies. <\/strong>No
\nfailure by any Lender or the Administrative Agent to exercise, and no delay by
\nany such Person in exercising, any right, remedy, power or privilege hereunder
\nshall operate as a waiver thereof; nor shall any single or partial exercise of
\nany right, remedy, power or privilege hereunder preclude any other or further
\nexercise thereof or the exercise of any other right, remedy, power or privilege.
\nThe rights, remedies, powers and privileges herein provided are cumulative and
\nnot exclusive of any rights, remedies, powers and privileges provided by law.\n<\/p>\n

Notwithstanding anything to the contrary contained herein or in any other
\nLoan Document, the authority to enforce rights and remedies hereunder and under
\nthe other Loan Documents against the Loan Parties or any of them shall be vested
\nexclusively in, and all actions and proceedings at law in connection with such
\nenforcement shall be instituted and maintained exclusively by, the
\nAdministrative Agent in accordance with Section 8.02<\/u> for the benefit of
\nall the Lenders and the L\/C Issuer; provided<\/u>, however<\/u>, that the
\nforegoing shall not prohibit (a) the Administrative Agent from exercising on its
\nown behalf the rights and remedies that inure to its benefit (solely in its
\ncapacity as Administrative Agent) hereunder and under the other Loan Documents,
\n(b) the L\/C Issuer or the Swing Line Lender from exercising the rights and
\nremedies that inure to its benefit (solely in its capacity as L\/C Issuer or
\nSwing Line Lender, as the case may be) hereunder and under the other Loan
\nDocuments, (c) any Lender from exercising setoff<\/p>\n

124<\/p>\n

\n

<\/p>\n

rights in accordance with Section 10.08<\/u> (subject to the terms of
\nSection 2.13<\/u>), or (d) any Lender from filing proofs of claim or appearing
\nand filing pleadings on its own behalf during the pendency of a proceeding
\nrelative to any Loan Party under any Debtor Relief Law; and provided<\/u>,
\nfurther<\/u>, that if at any time there is no Person acting as Administrative
\nAgent hereunder and under the other Loan Documents, then (i) the Required
\nLenders shall have the rights otherwise ascribed to the Administrative Agent
\npursuant to Section 8.02<\/u> and (ii) in addition to the matters set forth in
\nclauses (b), (c) and (d) of the preceding proviso and subject to Section
\n2.13<\/u>, any Lender may, with the consent of the Required Lenders, enforce any
\nrights and remedies available to it and as authorized by the Required Lenders.\n<\/p>\n

10.04<\/strong> Expenses; Indemnity; Damage Waiver.<\/strong>\n<\/p>\n

(a) Costs and Expenses<\/u>. The Company shall pay (i) all reasonable
\nout-of-pocket expenses incurred by the Administrative Agent and its Affiliates
\n(including the reasonable fees, charges and disbursements of counsel for the
\nAdministrative Agent), in connection with the syndication of the credit
\nfacilities provided for herein, the preparation, negotiation, execution,
\ndelivery and administration of this Agreement and the other Loan Documents or
\nany amendments, modifications or waivers of the provisions hereof or thereof
\n(whether or not the transactions contemplated hereby or thereby shall be
\nconsummated), (ii) all reasonable out-of-pocket expenses incurred by the L\/C
\nIssuer in connection with the issuance, amendment, renewal or extension of any
\nLetter of Credit or any demand for payment thereunder and (iii) all
\nout-of-pocket expenses incurred by the Administrative Agent, any Lender or the
\nL\/C Issuer (including the fees, charges and disbursements of any counsel for the
\nAdministrative Agent, any Lender or the L\/C Issuer) in connection with the
\nenforcement or protection of its rights (A) in connection with this Agreement
\nand the other Loan Documents, including its rights under this Section, or (B) in
\nconnection with the Loans made or Letters of Credit issued hereunder, including
\nall such out-of-pocket expenses incurred during any workout, restructuring or
\nnegotiations in respect of such Loans or Letters of Credit. This Section
\n10.04(a)<\/u> shall not apply with respect to Taxes other than Taxes that
\nrepresent losses or damages arising from any non-Tax claim.<\/p>\n

(b) Indemnification by the Company<\/u>. The Company shall indemnify the
\nAdministrative Agent (and any sub-agent thereof), each Lender and the L\/C
\nIssuer, and each Related Party of any of the foregoing Persons (each such Person
\nbeing called an “Indemnitee<\/u>“) against, and hold each Indemnitee harmless
\nfrom, any and all losses, claims, damages, liabilities and related expenses
\n(including the fees, charges and disbursements of any counsel for any
\nIndemnitee), incurred by any Indemnitee in respect of or arising out of or in
\nconnection with claims, damages, or liabilities asserted against any Indemnitee
\nby any third party or by any Borrower or any other Loan Party arising out of, in
\nconnection with, or as a result of (i) the execution or delivery of this
\nAgreement, any other Loan Document or any agreement or instrument contemplated
\nhereby or thereby, the performance by the parties hereto of their respective
\nobligations hereunder or thereunder, the consummation of the transactions
\ncontemplated hereby or thereby, or, in the case of the Administrative Agent (and
\nany sub-agent thereof) and its Related Parties only, the administration of this
\nAgreement and the other Loan Documents (including in respect of any matters
\naddressed in Section 3.01<\/u>), (ii) any Loan or Letter of Credit or the use
\nor proposed use of the proceeds therefrom (including any refusal by the L\/C
\nIssuer to honor a demand for payment under a Letter of Credit if the documents\n<\/p>\n

125<\/p>\n

\n

<\/p>\n

presented in connection with such demand do not strictly comply with the
\nterms of such Letter of Credit), (iii) any actual or alleged presence or release
\nof Hazardous Materials on or from any property owned or operated by any Borrower
\nor any of its Subsidiaries, or any environmental liability related in any way to
\nany Borrower or any of its Subsidiaries, or (iv) any actual or prospective
\nclaim, litigation, investigation or proceeding relating to any of the foregoing,
\nwhether based on contract, tort or any other theory, whether brought by a third
\nparty or by the Company or any other Loan Party, and regardless of whether any
\nIndemnitee is a party thereto; provided<\/u> that such indemnity shall not, as
\nto any Indemnitee, be available to the extent that such losses, claims, damages,
\nliabilities or related expenses (x) are determined by a court of competent
\njurisdiction by final and nonappealable judgment to have resulted from the gross
\nnegligence or willful misconduct of such Indemnitee or (y) result from a claim
\nbrought by the Company or any other Loan Party against an Indemnitee for breach
\nin bad faith of such Indemnitee153s obligations hereunder or under any other Loan
\nDocument, if the Company or such other Loan Party has obtained a final and
\nnonappealable judgment in its favor on such claim as determined by a court of
\ncompetent jurisdiction. This Section 10.04(b)<\/u> shall not apply with
\nrespect to Taxes other than Taxes that represent losses or damages arising from
\nany non-Tax claim.<\/p>\n

(c) Reimbursement by Lenders<\/u>. To the extent that the Company for any
\nreason fails to indefeasibly pay any amount required under subsection (a) or (b)
\nof this Section to be paid by it to the Administrative Agent (or any sub-agent
\nthereof), the L\/C Issuer or any Related Party of any of the foregoing, or the
\nAdministrative Agent incurs any expense pursuant to Section 6.03<\/u> that is
\nnot subject to reimbursement by the Company, but without affecting the Company153s
\nobligation (if any) to make such payment, each Lender severally agrees to pay to
\nthe Administrative Agent (or any such sub-agent), the L\/C Issuer 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 the Administrative Agent (or any such
\nsub-agent) or the L\/C Issuer in its capacity as such, or against any Related
\nParty of any of the foregoing acting for the Administrative Agent (or any such
\nsub-agent) or L\/C Issuer in connection with such capacity. The obligations of
\nthe Lenders under this subsection (c) are subject to the provisions of
\nSection 2.12(d)<\/u>.<\/p>\n

(d) Waiver of Consequential Damages, Etc.<\/u> To the fullest extent
\npermitted by applicable law, no Borrower shall assert, and hereby waives, any
\nclaim against any Indemnitee, on any theory of liability, for special, indirect,
\nconsequential or punitive damages (as opposed to direct or actual damages)
\narising out of, in connection with, or as a result of, this Agreement, any other
\nLoan Document or any agreement or instrument contemplated hereby, the
\ntransactions contemplated hereby or thereby, any Loan or Letter of Credit or the
\nuse of the proceeds thereof. No Indemnitee referred to in subsection (b) above
\nshall be liable for any damages arising from the use by unintended recipients of
\nany information or other materials distributed to such unintended recipients by
\nsuch Indemnitee through telecommunications, electronic or other information
\ntransmission systems in connection with this Agreement or the other Loan
\nDocuments or the transactions contemplated hereby or thereby other than for
\ndirect or actual damages resulting from the gross negligence or willful
\nmisconduct of such Indemnitee as determined by a final and nonappealable
\njudgment of a court of competent jurisdiction.<\/p>\n

126<\/p>\n

\n

<\/p>\n

(e) Payments<\/u>. All amounts due under this Section shall be payable not
\nlater than ten Business Days after demand therefor.<\/p>\n

(f) Survival<\/u>. The agreements in this Section shall survive the
\nresignation of the Administrative Agent, the L\/C Issuer and the Swing Line
\nLender, the replacement of any Lender, the termination of the Aggregate
\nCommitments and the repayment, satisfaction or discharge of all the other
\nObligations.<\/p>\n

10.05<\/strong> Payments Set Aside.<\/strong> To the extent
\nthat any payment by or on behalf of any Borrower is made to the Administrative
\nAgent, the L\/C Issuer or any Lender, or the Administrative Agent, the L\/C Issuer
\nor any Lender exercises its right of setoff, and such payment or the proceeds of
\nsuch setoff or any part thereof is subsequently invalidated, declared to be
\nfraudulent or preferential, set aside or required (including pursuant to any
\nsettlement entered into by the Administrative Agent, the L\/C Issuer or such
\nLender in its discretion) to be repaid to a trustee, receiver or any other
\nparty, in connection with any proceeding under any Debtor Relief Law or
\notherwise, then (a) to the extent of such recovery, the obligation or part
\nthereof originally intended to be satisfied shall be revived and continued in
\nfull force and effect as if such payment had not been made or such setoff had
\nnot occurred, and (b) each Lender and the L\/C Issuer severally agrees to pay to
\nthe Administrative Agent upon demand its applicable share (without duplication)
\nof any amount so recovered from or repaid by the Administrative Agent, plus
\ninterest thereon from the date of such demand to the date such payment is made
\nat a rate per annum equal to the applicable Overnight Rate from time to time in
\neffect, in the applicable currency of such recovery or payment. The obligations
\nof the Lenders and the L\/C Issuer under clause (b) of the preceding sentence
\nshall survive the payment in full of the Obligations and the termination of this
\nAgreement.<\/p>\n

10.06<\/strong> Successors and Assigns.<\/strong><\/p>\n

(a) Successors and Assigns Generally<\/u>. The provisions of this Agreement
\nshall be binding upon and inure to the benefit of the parties hereto and their
\nrespective successors and assigns permitted hereby, except that no Borrower may
\nassign or otherwise transfer any of its rights or obligations hereunder without
\nthe prior written consent of the Administrative Agent and each Lender, and no
\nLender may assign or otherwise transfer any of its rights or obligations
\nhereunder except (i) to an assignee in accordance with the provisions of
\nsubsection (b) of this Section, (ii) by way of participation in accordance with
\nthe provisions of subsection (d) of this Section, (iii) by way of pledge or
\nassignment of a security interest subject to the restrictions of subsection (f)
\nof this Section, or (iv) to an SPC in accordance with the provisions of
\nsubsection (h) of this Section (and any other attempted assignment or transfer
\nby any party hereto shall be null and void). Nothing in this Agreement,
\nexpressed or implied, shall be construed to confer upon any Person (other than
\nthe parties hereto, their respective successors and assigns permitted hereby,
\nParticipants to the extent provided in subsection (d) of this Section and, to
\nthe extent expressly contemplated hereby, the Related Parties of each of the
\nAdministrative Agent, the L\/C Issuer and the Lenders) any legal or equitable
\nright, remedy or claim under or by reason of this Agreement.<\/p>\n

(b) Assignments by Lenders<\/u>. Any Lender may at any time assign to one
\nor more assignees all or a portion of its rights and obligations under this
\nAgreement (including all<\/p>\n

127<\/p>\n

\n

<\/p>\n

or a portion of its Commitment and the Loans (including for purposes of this
\nsubsection (b), participations in L\/C Obligations and in Swing Line Loans) at
\nthe time owing to it); provided<\/u> that any such assignment shall be subject
\nto the following conditions:<\/p>\n

(i) Minimum Amounts<\/u>.<\/p>\n

(A) in the case of an assignment of the entire remaining amount of the
\nassigning Lender153s Commitment under any Facility and the Loans at the time owing
\nto it under such Facility or in the case of an assignment to a Lender, an
\nAffiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
\nand<\/p>\n

(B) in any case not described in subsection (b)(i)(A) of this Section, the
\naggregate amount of the Commitment (which for this purpose includes Loans
\noutstanding thereunder) or, if the Commitment is not then in effect, the
\nprincipal outstanding balance of the Loans of the assigning Lender subject to
\neach such assignment, determined as of the date the Assignment and Assumption
\nwith respect to such assignment is delivered to the Administrative Agent or, if
\n“Trade Date” is specified in the Assignment and Assumption, as of the Trade
\nDate, shall not be less than $5,000,000, in the case of any assignment in
\nrespect of the Revolving Credit Facility, or $1,000,000, in the case of any
\nassignment in respect of the Term A Facility unless each of the Administrative
\nAgent and, so long as no Event of Default has occurred and is continuing, the
\nCompany otherwise consents (each such consent not to be unreasonably withheld or
\ndelayed); provided<\/u>, however<\/u>, that concurrent assignments to
\nmembers of an Assignee Group and concurrent assignments from members of an
\nAssignee Group to a single Eligible Assignee (or to an Eligible Assignee and
\nmembers of its Assignee Group) will be treated as a single assignment for
\npurposes of determining whether such minimum amount has been met.<\/p>\n

(ii) Proportionate Amounts<\/u>. Each partial assignment shall be made as
\nan assignment of a proportionate part of all the assigning Lender153s rights and
\nobligations under this Agreement with respect to the Loans or the Commitment
\nassigned, except that this clause (ii) shall not apply to the Swing Line
\nLender153s rights and obligations in respect of Swing Line Loans or prohibit any
\nLender from assigning all or a portion of its rights and obligations among
\nseparate Facilities on a non-pro rata basis;<\/p>\n

(iii) Required Consents<\/u>. No consent shall be required for any
\nassignment except to the extent required by subsection (b)(i)(B) of this Section
\nand, in addition:<\/p>\n

(A) the consent of the Company (such consent not to be unreasonably withheld
\nor delayed) shall be required unless (1) an Event of Default has occurred and is
\ncontinuing at the time of such assignment or (2) such assignment is to a Lender,
\nan Affiliate of a Lender or an Approved Fund;<\/p>\n

128<\/p>\n

\n

<\/p>\n

(B) the consent of the Administrative Agent (such consent not to be
\nunreasonably withheld or delayed) shall be required for assignments in respect
\nof (1) any Term A Commitment or Revolving Credit Commitment if such assignment
\nis to a Person that is not a Lender with a Commitment in respect of the
\napplicable Facility, an Affiliate of such Lender or an Approved Fund with
\nrespect to such Lender or (2) any Term Loan to a Person that is not a Lender, an
\nAffiliate of a Lender or an Approved Fund;<\/p>\n

(C) the consent of the L\/C Issuer (such consent not to be unreasonably
\nwithheld or delayed) shall be required for any assignment that increases the
\nobligation of the assignee to participate in exposure under one or more Letters
\nof Credit (whether or not then outstanding); and<\/p>\n

(D) the consent of the Swing Line Lender (such consent not to be unreasonably
\nwithheld or delayed) shall be required for any assignment in respect of the
\nRevolving Credit Facility.<\/p>\n

(iv) Assignment and Assumption<\/u>. The parties to each assignment shall
\nexecute and deliver to the Administrative Agent an Assignment and Assumption,
\ntogether with a processing and recordation fee in the amount of $3,500;
\nprovided<\/u>, however<\/u>, that the Administrative Agent may, in its sole
\ndiscretion, elect to waive such processing and recordation fee in the case of
\nany assignment. The assignee, if it is not a Lender, shall deliver to the
\nAdministrative Agent an Administrative Questionnaire.<\/p>\n

(v) No Assignment to Company<\/u>. No such assignment shall be made to (A)
\nthe Company or any of the Company153s Affiliates or Subsidiaries, or (B) to any
\nDefaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a
\nLender hereunder, would constitute any of the foregoing Persons described in
\nthis clause (B), or (C) to a natural person.<\/p>\n

(vi) Certain Additional Payments<\/u>. In connection with any assignment of
\nrights and obligations of any Defaulting Lender hereunder, no such assignment
\nshall be effective unless and until, in addition to the other conditions thereto
\nset forth herein, the parties to the assignment shall make such additional
\npayments to the Administrative Agent in an aggregate amount sufficient, upon
\ndistribution thereof as appropriate (which may be outright payment, purchases by
\nthe assignee of participations or subparticipations, or other compensating
\nactions, including funding, with the consent of the Borrower and the
\nAdministrative Agent, the applicable pro rata share of Loans previously
\nrequested but not funded by the Defaulting Lender, to each of which the
\napplicable assignee and assignor hereby irrevocably consent), to (x) pay and
\nsatisfy in full all payment liabilities then owed by such Defaulting Lender to
\nthe Administrative Agent or any Lender hereunder (and interest accrued thereon)
\nand (y) acquire (and fund as appropriate) its full pro rata share of all Loans
\nand participations in Letters of Credit and Swing Line Loans in accordance with
\nits Applicable Percentage. Notwithstanding the foregoing, in the event that any
\nassignment of rights and obligations of any Defaulting Lender hereunder shall
\nbecome effective under applicable Governmental Rule without compliance with the
\nprovisions of this paragraph, then the assignee of such<\/p>\n

129<\/p>\n

\n

<\/p>\n

interest shall be deemed to be a Defaulting Lender for all purposes of this
\nAgreement until such compliance occurs.<\/p>\n

(vii) No Assignment Resulting in Additional Indemnified Taxes<\/u>. No such
\nassignment shall be made to any Person that, through its Lending Offices, is not
\ncapable of lending the applicable Alternative Currencies to the relevant
\nthen-existing Borrowers without the imposition of any additional Indemnified
\nTaxes.<\/p>\n

Subject to acceptance and recording thereof by the Administrative Agent
\npursuant to subsection (c) of this Section, from and after the effective date
\nspecified in each Assignment and Assumption, the assignee thereunder shall be a
\nparty to this Agreement and, to the extent of the interest assigned by such
\nAssignment and Assumption, have the rights and obligations of a Lender under
\nthis Agreement, and the assigning Lender thereunder shall, to the extent of the
\ninterest assigned by such Assignment and Assumption, be released from its
\nobligations under this Agreement (and, in the case of an Assignment and
\nAssumption covering all of the assigning Lender153s rights and obligations under
\nthis Agreement, such Lender shall cease to be a party hereto) but shall continue
\nto be entitled to the benefits of Sections 3.01<\/u>, 3.04<\/u>,
\n3.05<\/u>, and 10.04<\/u> with respect to facts and circumstances occurring
\nprior to the effective date of such assignment. Upon request, each Borrower (at
\nits expense) shall execute and deliver a Note to the assignee Lender. Any
\nassignment or transfer by a Lender of rights or obligations under this Agreement
\nthat does not comply with this subsection shall be treated for purposes of this
\nAgreement as a sale by such Lender of a participation in such rights and
\nobligations in accordance with subsection (d) of this Section.<\/p>\n

(c) Register<\/u>. The Administrative Agent, acting solely for this purpose
\nas an agent of the Borrowers, shall maintain at the Administrative Agent153s
\nOffice a copy of each Assignment and Assumption delivered to it and a register
\nfor the recordation of the names and addresses of the Lenders, and the
\nCommitments of, and principal amounts of the Loans and L\/C Obligations owing to,
\neach Lender pursuant to the terms hereof from time to time (the
\n“Register<\/u>“). The entries in the Register shall be conclusive, and the
\nBorrowers, the Administrative Agent and the Lenders shall treat each Person
\nwhose name is recorded in the Register pursuant to the terms hereof as a Lender
\nhereunder for all purposes of this Agreement, notwithstanding notice to the
\ncontrary. In addition, the Administrative Agent shall maintain on the Register
\ninformation regarding the designation, and revocation of designation, of any
\nLender as a Defaulting Lender.<\/strong> The Register shall be available
\nfor inspection by the Borrowers and any Lender, at any reasonable time and from
\ntime to time upon reasonable prior notice.<\/p>\n

(d) Participations<\/u>. Any Lender may at any time, without the consent
\nof, or notice to, any Borrower or the Administrative Agent, sell participations
\nto any Person (other than a natural person, a Defaulting Lender or the Company
\nor any of the Company153s Affiliates or Subsidiaries) (each, a
\n“Participant<\/u>“) in all or a portion of such Lender153s rights and\/or
\nobligations under this Agreement (including all or a portion of its Commitment
\nand\/or the Loans (including such Lender153s participations in L\/C Obligations
\nand\/or Swing Line Loans) owing to it); provided<\/u> that (i) such Lender153s
\nobligations under this Agreement shall remain unchanged, (ii) such Lender shall
\nremain solely responsible to the other parties hereto for the performance of
\nsuch obligations and (iii) the Borrowers, the Administrative Agent, the Lenders
\nand the L\/C Issuer shall continue<\/p>\n

130<\/p>\n

\n

<\/p>\n

to deal solely and directly with such Lender in connection with such Lender153s
\nrights and obligations under this Agreement.<\/p>\n

Any agreement or instrument pursuant to which a Lender sells such a
\nparticipation shall provide that such Lender shall retain the sole right to
\nenforce this Agreement and to approve any amendment, modification or waiver of
\nany provision of this Agreement; provided<\/u> that such agreement or
\ninstrument may provide that such Lender will not, without the consent of the
\nParticipant, agree to any amendment, waiver or other modification described in
\nthe first proviso to Section 10.01<\/u> that affects such Participant. Subject
\nto subsection (e) of this Section, each Borrower agrees that each Participant
\nshall be entitled to the benefits of Sections 3.01<\/u>, 3.04<\/u> and
\n3.05<\/u> to the same extent as if it were a Lender and had acquired its
\ninterest by assignment pursuant to subsection (b) of this Section,
\nprovided<\/u> such Participant agrees to be subject to the obligations of
\nSection 3.01<\/u> as though it were a Lender. To the extent permitted by law,
\neach Participant also shall be entitled to the benefits of Section 10.08<\/u>
\nas though it were a Lender, provided<\/u> such Participant agrees to be
\nsubject to Section 2.13<\/u> as though it were a Lender.<\/p>\n

Each Lender that sells a participation shall, acting solely for this purpose
\nas an agent of the Borrowers, maintain a register on which it enters the name
\nand address of each Participant and the principal amounts (and stated interest)
\nof each Participant153s interest in the Loans or other obligations under the Loan
\nDocuments (the “Participant Register<\/u>“); provided<\/u> that no Lender
\nshall have any obligation to disclose all or any portion of the Participant
\nRegister (including the identity of any Participant or any information relating
\nto a Participant153s interest in any commitments, loans, letters of credit or its
\nother obligations under any Loan Document) to any Person except to the extent
\nthat such disclosure is necessary to establish that such commitment, loan,
\nletter of credit or other obligation is in registered form under Section
\n5f.103-1(c) of the United States Treasury Regulations. The entries in the
\nParticipant Register shall be conclusive absent manifest error, and such Lender
\nshall treat each Person whose name is recorded in the Participant Register as
\nthe owner of such participation for all purposes of this Agreement
\nnotwithstanding any notice to the contrary. For the avoidance of doubt, the
\nAdministrative Agent (in its capacity as Administrative Agent) shall have no
\nresponsibility for maintaining a Participant Register.<\/p>\n

(e) Limitations upon Participant Rights<\/u>. A Participant shall not be
\nentitled to receive any greater payment under Section 3.01<\/u>, 3.04<\/u>
\nor 3.05 <\/u>than the applicable Lender would have been entitled to receive
\nwith respect to the participation sold to such Participant, unless the sale of
\nthe participation to such Participant is made with the Company153s prior written
\nconsent.<\/p>\n

(f) Certain Pledges<\/u>. Any Lender may at any time pledge or assign a
\nsecurity interest in all or any portion of its rights under this Agreement
\n(including under its Note(s), if any) to secure obligations of such Lender,
\nincluding any pledge or assignment to secure obligations to a Federal Reserve
\nBank; provided<\/u> that no such pledge or assignment shall release such
\nLender from any of its obligations hereunder or substitute any such pledgee or
\nassignee for such Lender as a party hereto.<\/p>\n

(g) Electronic Execution of Assignments<\/u>. The words “execution,”
\n“signed,” “signature,” and words of like import in any Assignment and Assumption
\nshall be deemed to include electronic signatures or the keeping of records in
\nelectronic form, each of which shall be<\/p>\n

131<\/p>\n

\n

<\/p>\n

of the same legal effect, validity or enforceability as a manually executed
\nsignature or the use of a paper-based recordkeeping system, as the case may be,
\nto the extent and as provided for in any applicable law, including the Federal
\nElectronic Signatures in Global and National Commerce Act, the New York State
\nElectronic Signatures and Records Act, or any other similar state laws based on
\nthe Uniform Electronic Transactions Act.<\/p>\n

(h) Special Purpose Funding Vehicles<\/u>. Notwithstanding anything to the
\ncontrary contained herein, any Lender (a “Granting Lender<\/u>“) may grant to
\na special purpose funding vehicle identified as such in writing from time to
\ntime by the Granting Lender to the Administrative Agent and the Company (an
\n“SPC<\/u>“) the option to provide all or any part of any Committed Loan that
\nsuch Granting Lender would otherwise be obligated to make pursuant to this
\nAgreement; provided<\/u> that (i) nothing herein shall constitute a commitment
\nby any SPC to fund any Committed Loan, and (ii) if an SPC elects not to exercise
\nsuch option or otherwise fails to make all or any part of such Committed Loan,
\nthe Granting Lender shall be obligated to make such Committed Loan pursuant to
\nthe terms hereof or, if it fails to do so, to make such payment to the
\nAdministrative Agent as is required under Section 2.12(b)(ii)<\/u>. For the
\navoidance of doubt, each Borrower agrees that each SPC shall be entitled to the
\nbenefits of Section 3.01<\/u>, 3.04<\/u> and 3.05<\/u> to the same extent
\nas if it were a Lender and had acquired its interest by assignment pursuant to
\nSection 10.06(b)<\/u> provided that such SPC agrees to be subject to the
\nobligations of Section 3.01<\/u> as though it were a Lender. An SPC shall not
\nbe entitled to receive any greater payment under Section 3.01<\/u>,
\n3.04<\/u> or 3.05<\/u> than the Granting Lender would have been entitled to
\nreceive, unless the grant to such SPC is made with the Company153s prior written
\nconsent. Each party hereto hereby agrees that (i) neither the grant to any SPC
\nnor the exercise by any SPC of such option shall increase the costs or expenses
\nor otherwise increase or change the obligations of the Borrowers under this
\nAgreement (including its obligations under Section 3.01<\/u> and Section
\n3.04<\/u>), (ii) no SPC shall be liable for any indemnity or similar payment
\nobligation under this Agreement for which a Lender would be liable, and (iii)
\nthe Granting Lender shall for all purposes, including the approval of any
\namendment, waiver or other modification of any provision of any Loan Document,
\nremain the lender of record hereunder. The making of a Committed Loan by an SPC
\nhereunder shall utilize the Commitment of the Granting Lender to the same
\nextent, and as if, such Committed Loan were made by such Granting Lender. In
\nfurtherance of the foregoing, each party hereto hereby agrees (which agreement
\nshall survive the termination of this Agreement) that, prior to the date that is
\none year and one day after the payment in full of all outstanding commercial
\npaper or other senior debt of any SPC, it will not institute against, or join
\nany other Person in instituting against, such SPC any bankruptcy,
\nreorganization, arrangement, insolvency, or liquidation proceeding under the
\nlaws of the United States or any state thereof. Notwithstanding anything to the
\ncontrary contained herein, any SPC may (i) with notice to, but without prior
\nconsent of the Company and the Administrative Agent and with the payment of a
\nprocessing fee in the amount of $3,500 (which processing fee may be waived by
\nthe Administrative Agent in its sole discretion), assign all or any portion of
\nits right to receive payment with respect to any Committed Loan to the Granting
\nLender and (ii) disclose on a confidential basis any non-public information
\nrelating to its funding of Committed Loans to any rating agency, commercial
\npaper dealer or provider of any surety or guarantee or credit or liquidity
\nenhancement to such SPC.<\/p>\n

(i) Resignation as L\/C Issuer or Swing Line Lender after Assignment<\/u>.
\nNotwithstanding anything to the contrary contained herein, if at any time any
\nL\/C Issuer assigns<\/p>\n

132<\/p>\n

\n

<\/p>\n

all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to
\nsubsection (b) above, such L\/C Issuer may, (i) upon 30 days153 notice to the
\nCompany and the Lenders, resign as L\/C Issuer and\/or (ii) in the case of Bank of
\nAmerica, upon 30 days153 notice to the Company, resign as Swing Line Lender. In
\nthe event of any such resignation as L\/C Issuer or Swing Line Lender, the
\nCompany shall be entitled to appoint from among the Lenders a successor L\/C
\nIssuer or Swing Line Lender hereunder; provided<\/u>, however<\/u>, that no
\nfailure by the Company to appoint any such successor shall affect the
\nresignation of the L\/C Issuer as L\/C Issuer or Bank of America as Swing Line
\nLender, as the case may be. If any L\/C Issuer resigns as L\/C Issuer, it shall
\nretain all the rights, powers, privileges and duties of the L\/C Issuer hereunder
\nwith respect to all Letters of Credit issued by it and outstanding as of the
\neffective date of its resignation as L\/C Issuer and all L\/C Obligations with
\nrespect thereto (including the right to require the Lenders to make Base Rate
\nCommitted Loans or fund risk participations in Unreimbursed Amounts pursuant to
\nSection 2.03(c)<\/u>). If Bank of America resigns as Swing Line Lender, it
\nshall retain all the rights of the Swing Line Lender provided for hereunder with
\nrespect to Swing Line Loans made by it and outstanding as of the effective date
\nof such resignation, including the right to require the Lenders to make Base
\nRate Committed Loans or fund risk participations in outstanding Swing Line Loans
\npursuant to Section 2.04(c)<\/u>. Upon the appointment of a successor L\/C
\nIssuer and\/or Swing Line Lender (and their acceptance of such appointment), (a)
\nsuch successor shall succeed to and become vested with all of the rights,
\npowers, privileges and duties of the retiring L\/C Issuer or Swing Line Lender,
\nas the case may be, and (b) the successor L\/C Issuer shall issue letters of
\ncredit in substitution for the Letters of Credit, if any, outstanding at the
\ntime of such succession or make other arrangements satisfactory to the resigning
\nL\/C Issuer to effectively assume the obligations of the resigning L\/C Issuer
\nwith respect to such Letters of Credit.<\/p>\n

10.07<\/strong> Treatment of Certain Information;
\nConfidentiality.<\/strong> Each of the Administrative Agent, the Lenders and the
\nL\/C Issuer agrees to maintain the confidentiality of the Information (as defined
\nbelow), except that Information may be disclosed (a) to its Affiliates and to
\nits and its Affiliates153 respective partners, directors, officers, employees,
\nagents, advisors and representatives (it being understood that the Persons to
\nwhom such disclosure is made will be informed of the confidential nature of such
\nInformation and instructed to keep such Information confidential), (b) to the
\nextent requested by any regulatory authority purporting to have jurisdiction
\nover it (including any self-regulatory authority, such as the National
\nAssociation of Insurance Commissioners), (c) to the extent required by
\napplicable laws or regulations or by any subpoena or similar legal process,
\nprovided<\/u> that, the Administrative Agent, any Lender or the L\/C Issuer
\nshall exercise commercially reasonable efforts to notify the Company as soon as
\nreasonably practicable in the event of any such disclosure, unless such
\nnotification shall be prohibited by applicable law, legal process or regulatory
\nrequest, (d) to any other party hereto, (e) in connection with the exercise of
\nany remedies hereunder or under any other Loan Document or any action or
\nproceeding relating to this Agreement or any other Loan Document or the
\nenforcement of rights hereunder or thereunder, (f) subject to an agreement
\ncontaining provisions substantially the same as those of this Section, to (i)
\nany assignee of or Participant in, or any prospective assignee of or Participant
\nin, any of its rights or obligations under this Agreement or any Eligible
\nAssignee invited to be a Lender pursuant to Section 2.15(c)<\/u> or (ii) any
\nactual or prospective counterparty (or its advisors) to any swap or derivative
\ntransaction relating to a Borrower and its obligations, (g) with the consent of
\nthe Company, or (h) to the extent such Information (x) becomes publicly
\navailable other than as a result of a<\/p>\n

133<\/p>\n

\n

<\/p>\n

breach of this Section or (y) becomes available to the Administrative Agent,
\nany Lender, the L\/C Issuer or any of their respective Affiliates on a
\nnonconfidential basis from a source other than the Company, provided<\/u>
\nthat, the source of such information was not actually known by the
\nAdministrative Agent, any Lender, the L\/C Issuer or any of their respective
\nAffiliates, as the case may be, to be bound by a confidentiality agreement with
\nthe Company or any of its Subsidiaries with respect to such Information. For
\npurposes of this Section, “Information<\/u>” means all information received
\nfrom the Company or any of its Subsidiaries relating to the Company or any of
\nits Subsidiaries or any of their respective businesses, other than any such
\ninformation that is available to the Administrative Agent, any Lender or the L\/C
\nIssuer on a nonconfidential basis prior to disclosure by the Company or any of
\nits Subsidiaries, provided<\/u> that, in the case of information received from
\nthe Company or any Subsidiary after the date hereof, such information is clearly
\nidentified at the time of delivery as confidential. Any Person required to
\nmaintain the confidentiality of Information as provided in this Section shall be
\nconsidered to have complied with its obligation to do so if such Person has
\nexercised the same degree of care to maintain the confidentiality of such
\nInformation as such Person would accord to its own confidential information.\n<\/p>\n

Each of the Administrative Agent, the Lenders and the L\/C Issuer acknowledges
\nthat (A) the Information may include material non-public information concerning
\nthe Company or any of its Subsidiaries, as the case may be, (B) it has developed
\ncompliance procedures regarding the use of material non-public information and
\n(C) it will handle such material non-public information in accordance with
\napplicable Requirements of Law, including United States Federal and state
\nsecurities Requirements of Law.<\/p>\n

10.08<\/strong> Right of Setoff.<\/strong> If an Event of
\nDefault shall have occurred and be continuing, each Lender, the L\/C Issuer and
\neach of their respective Affiliates is hereby authorized at any time and from
\ntime to time, to the fullest extent permitted by applicable law, to set off and
\napply any and all deposits (general or special, time or demand, provisional or
\nfinal, in whatever currency) at any time held and other obligations (in whatever
\ncurrency) at any time owing by such Lender, the L\/C Issuer or any such Affiliate
\nto or for the credit or the account of any Borrower or any other Loan Party
\nagainst any and all of the obligations of such Borrower or such Loan Party now
\nor hereafter existing under this Agreement or any other Loan Document to such
\nLender or the L\/C Issuer, irrespective of whether or not such Lender or the L\/C
\nIssuer shall have made any demand under this Agreement or any other Loan
\nDocument and although such obligations of such Borrower or such Loan Party may
\nbe contingent or unmatured or are owed to a branch or office of such Lender or
\nthe L\/C Issuer different from the branch or office holding such deposit or
\nobligated on such indebtedness; provided, that in the event that any Defaulting
\nLender shall exercise any such right of setoff, (x) all amounts so set off shall
\nbe paid over immediately to the Administrative Agent for further application in
\naccordance with the provisions of Section 2.19<\/u> and, pending such payment,
\nshall be segregated by such Defaulting Lender from its other funds and deemed
\nheld in trust for the benefit of the Administrative Agent and the Lenders, and
\n(y) the Defaulting Lender shall provide promptly to the Administrative Agent a
\nstatement describing in reasonable detail the Obligations owing to such
\nDefaulting Lender as to which it exercised such right of setoff. The rights of
\neach Lender, the L\/C Issuer and their respective Affiliates under this Section
\nare in addition to other rights and remedies (including other rights of setoff)
\nthat such Lender, the L\/C Issuer or their respective Affiliates may have. Each
\nLender and the L\/C Issuer agrees to notify the Company and the Administrative\n<\/p>\n

134<\/p>\n

\n

<\/p>\n

Agent promptly after any such setoff and application, provided<\/u> that
\nthe failure to give such notice shall not affect the validity of such setoff and
\napplication.<\/p>\n

10.09<\/strong> Interest Rate Limitation.<\/strong>
\nNotwithstanding anything to the contrary contained in any Loan Document, the
\ninterest paid or agreed to be paid under the Loan Documents shall not exceed the
\nmaximum rate of non-usurious interest permitted by applicable Requirements of
\nLaw (the “Maximum Rate<\/u>“). If the Administrative Agent or any Lender shall
\nreceive interest in an amount that exceeds the Maximum Rate, the excess interest
\nshall be applied to the principal of the Loans or, if it exceeds such unpaid
\nprincipal, refunded to the Company. In determining whether the interest
\ncontracted for, charged, or received by the Administrative Agent or a Lender
\nexceeds the Maximum Rate, such Person may, to the extent permitted by applicable
\nRequirements of Law, (a) characterize any payment that is not principal as an
\nexpense, fee, or premium rather than interest, (b) exclude voluntary prepayments
\nand the effects thereof, and (c) amortize, prorate, allocate, and spread in
\nequal or unequal parts the total amount of interest throughout the contemplated
\nterm of the Obligations hereunder.<\/p>\n

10.10<\/strong> Counterparts; Integration; Effectiveness.
\n<\/strong>This Agreement may be executed in counterparts (and by different
\nparties hereto in different counterparts), each of which shall constitute an
\noriginal, but all of which when taken together shall constitute a single
\ncontract. This Agreement and the other Loan Documents 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<\/u>, this
\nAgreement shall become effective when it shall have been executed by the
\nAdministrative Agent and when the Administrative Agent shall have received
\ncounterparts hereof that, when taken together, bear the signatures of each of
\nthe other parties hereto. Delivery of an executed counterpart of a signature
\npage of this Agreement by telecopy shall be effective as delivery of a manually
\nexecuted counterpart of this Agreement.<\/p>\n

10.11<\/strong> Survival of Representations and
\nWarranties.<\/strong> All representations and warranties made hereunder and in
\nany other Loan Document or other document delivered pursuant hereto or thereto
\nor in connection herewith or therewith shall survive the execution and delivery
\nhereof and thereof. Such representations and warranties have been or will be
\nrelied upon by the Administrative Agent and each Lender, regardless of any
\ninvestigation made by the Administrative Agent or any Lender or on their behalf
\nand notwithstanding that the Administrative Agent or any Lender may have had
\nnotice or knowledge of any Default at the time of any Credit Extension, and
\nshall continue in full force and effect as long as any Loan or any other
\nObligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
\nshall remain outstanding.<\/p>\n

10.12<\/strong> Severability.<\/strong> If any provision of
\nthis Agreement or the other Loan Documents is held to be illegal, invalid or
\nunenforceable, (a) the legality, validity and enforceability of the remaining
\nprovisions of this Agreement and the other Loan Documents shall not be affected
\nor impaired thereby and (b) the parties shall endeavor in good faith
\nnegotiations to replace the illegal, invalid or unenforceable provisions with
\nvalid provisions the economic effect of which comes as close as possible to that
\nof the illegal, invalid or unenforceable provisions. The invalidity of a
\nprovision in a particular jurisdiction shall not invalidate or render
\nunenforceable such provision in any other jurisdiction. Without limiting the
\nforegoing provisions of this<\/p>\n

135<\/p>\n

\n

<\/p>\n

Section 10.12<\/u>, if and to the extent that the enforceability of any
\nprovisions in this Agreement relating to Defaulting Lenders shall be limited by
\nDebtor Relief Laws, as determined in good faith by the Administrative Agent, the
\nL\/C Issuer or the Swing Line Lender, as applicable, then such provisions shall
\nbe deemed to be in effect only to the extent not so limited.<\/p>\n

10.13<\/strong> Replacement of Lenders.<\/strong> If (v) any
\nLender requests compensation under Section 3.04<\/u>, (w) any Borrower is
\nrequired to pay any additional amount to any Lender or any Governmental
\nAuthority for the account of any Lender pursuant to Section 3.01<\/u> and a
\nreplacement of such Lender would result in a reduction in such compensation or
\namount, (x) any Lender153s Loans are prepaid or converted under Section
\n3.02<\/u>, (y) any Lender is a Defaulting Lender, or (z) any Lender shall refuse
\nto consent to a waiver or amendment to, or a departure from the provisions of,
\nthis Agreement or any other Loan Document which requires the consent of all the
\nLenders or all Lenders directly affected thereby and that has been consented to
\nby the Required Lenders, then the Company may, at its sole expense and effort,
\nupon notice to such Lender and the Administrative Agent, require such Lender to
\nassign and delegate, without recourse (in accordance with and subject to the
\nrestrictions contained in, and consents required by, Section 10.06<\/u>), all
\nof its interests, rights (other than its existing rights to payments pursuant to
\nSections 10.04<\/u>, 3.01<\/u> or 3.04<\/u>) and obligations under this
\nAgreement and the related Loan Documents to an assignee that shall assume such
\nobligations (which assignee may be another Lender, if a Lender accepts such
\nassignment), provided<\/u> that:<\/p>\n

(a) the Company shall have paid (or caused a Designated Borrower to pay) to
\nthe Administrative Agent the assignment fee specified in Section
\n10.06(b)<\/u>;<\/p>\n

(b) such Lender shall have received payment of an amount equal to the
\noutstanding principal of its Loans and L\/C Advances, accrued interest thereon,
\naccrued fees and all other amounts payable to it hereunder and under the other
\nLoan Documents (including any amounts under Section 3.05<\/u>) from the
\nassignee (to the extent of such outstanding principal and accrued interest and
\nfees) or the Company or applicable Designated Borrower (in the case of all other
\namounts);<\/p>\n

(c) in the case of any such assignment resulting from a claim for
\ncompensation under Section 3.04<\/u> or payments required to be made pursuant
\nto Section 3.01<\/u>, such assignment will result in a reduction in such
\ncompensation or payments thereafter; and<\/p>\n

(d) such assignment does not conflict with applicable Requirements of Law.\n<\/p>\n

A Lender shall not be required to make any such assignment or delegation if,
\nprior thereto, as a result of a waiver by such Lender or otherwise, the
\ncircumstances entitling the Company to require such assignment and delegation
\ncease to apply.<\/p>\n

10.14<\/strong> Governing Law; Jurisdiction; Etc.<\/strong>\n<\/p>\n

(a) GOVERNING LAW<\/u>. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
\nIN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.<\/p>\n

136<\/p>\n

\n

<\/p>\n

(b) SUBMISSION TO JURISDICTION<\/u>. EACH OF THE PARTIES HERETO IRREVOCABLY
\nAND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE
\nJURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
\nMANHATTAN AND OF THE UNITED STATES DISTRICT COURT IN SUCH BOROUGH, AND ANY
\nAPPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
\nRELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
\nENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
\nUNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
\nPROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
\nFULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
\nPARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
\nSHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
\nJUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN
\nANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
\nANY LENDER OR THE L\/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
\nPROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY
\nBORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.<\/p>\n

(c) WAIVER OF VENUE<\/u>. EACH OF THE PARTIES HERETO IRREVOCABLY AND
\nUNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
\nOBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
\nOR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
\nDOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION
\n10.14<\/u>. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
\nEXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
\nMAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.<\/p>\n

(d) SERVICE OF PROCESS<\/u>. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
\nSERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02<\/u>.
\nNOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
\nPROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE
\nFOREGOING, EACH OF THE BORROWERS HEREBY APPOINTS, IN THE CASE OF ANY SUCH ACTION
\nOR PROCEEDING BROUGHT IN THE COURTS OF OR IN THE STATE OF NEW YORK, CT
\nCORPORATION, WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW
\nYORK 10011, TO RECEIVE FOR IT AND ON ITS BEHALF, SERVICE OF PROCESS IN THE STATE
\nOF NEW YORK WITH RESPECT THERETO, PROVIDED<\/u> BORROWERS MAY APPOINT ANY
\nOTHER PERSON, REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, WITH OFFICES IN
\nTHE STATE OF NEW YORK TO REPLACE SUCH AGENT FOR SERVICE OF PROCESS UPON DELIVERY
\nTO THE<\/p>\n

137<\/p>\n

\n

<\/p>\n

ADMINISTRATIVE AGENT OF A REASONABLY ACCEPTABLE AGREEMENT OF SUCH NEW AGENT
\nAGREEING SO TO ACT.<\/p>\n

10.15<\/strong> Waiver of Jury Trial.<\/strong> EACH PARTY
\nHERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
\nLAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
\nOR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
\nDOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
\nCONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
\nREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
\nOR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
\nTO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
\nPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
\nDOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
\nSECTION 10.15<\/u>.<\/p>\n

10.16<\/strong> California Judicial Reference.<\/strong> If any
\naction or proceeding is filed in a court of the State of California by or
\nagainst any party hereto in connection with any of the transactions contemplated
\nby this Agreement or any other Loan Document, (a) the court shall, and is hereby
\ndirected to, make a general reference pursuant to California Code of Civil
\nProcedure Section 638 to a referee (who shall be a single active or retired
\njudge) to hear and determine all of the issues in such action or proceeding
\n(whether of fact or of law) and to report a statement of decision,
\nprovided<\/u> that at the option of any party to such proceeding, any such
\nissues pertaining to a “provisional remedy” as defined in California Code of
\nCivil Procedure Section 1281.8 shall be heard and determined by the court, and
\n(b) without limiting the generality of Section 10.04<\/u>, the Company shall
\nbe solely responsible to pay all fees and expenses of any referee appointed in
\nsuch action or proceeding.<\/p>\n

10.17<\/strong> No Advisory or Fiduciary Responsibility.
\n<\/strong>In connection with all aspects of each transaction contemplated hereby
\n(including in connection with any amendment, waiver or other modification hereof
\nor of any other Loan Document), each Borrower acknowledges and agrees, and
\nacknowledges its Affiliates153 understanding, that: (a) (i) the arranging and
\nother services regarding this Agreement provided by the Administrative Agent and
\nthe Arrangers, are arm153s-length commercial transactions between such Borrower,
\neach other Loan Party and their respective Affiliates, on the one hand, and the
\nAdministrative Agent and Arrangers, on the other hand, (ii) each of such
\nBorrower and the other Loan Parties has consulted its own legal, accounting,
\nregulatory and tax advisors to the extent it has deemed appropriate, and (iii)
\nsuch Borrower and each other Loan Party is capable of evaluating, and
\nunderstands and accepts, the terms, risks and conditions of the transactions
\ncontemplated hereby and by the other Loan Documents; (b) (i) the Administrative
\nAgent and the Arrangers each are and have been acting solely as a principal and,
\nexcept as expressly agreed in writing by the relevant parties, have not been,
\nare not, and will not be acting as an advisor, agent or fiduciary for such
\nBorrower, any other Loan Party or any of their respective Affiliates, or any
\nother Person and (ii) neither the Administrative Agent nor the Arrangers have
\nany obligation to such Borrower, any other Loan Party or any of their respective
\nAffiliates with respect to the transactions contemplated hereby<\/p>\n

138<\/p>\n

\n

<\/p>\n

except those obligations expressly set forth herein and in the other Loan
\nDocuments; and (c) the Administrative Agent and the Arrangers and their
\nrespective Affiliates may be engaged in a broad range of transactions that
\ninvolve interests that differ from those of such Borrower, the other Loan
\nParties and their respective Affiliates, and neither the Administrative Agent
\nnor the Arrangers have any obligation to disclose any of such interests to the
\nBorrower, any other Loan Party or any of their respective Affiliates. To the
\nfullest extent permitted by law, each of the Borrowers and the other Loan
\nParties hereby waives and releases any claims that it may have against the
\nAdministrative Agent and the Arrangers with respect to any breach or alleged
\nbreach of agency or fiduciary duty in connection with any aspect of any
\ntransaction contemplated hereby.<\/p>\n

10.18<\/strong> Electronic Execution of Assignments and
\nCertain Other Documents.<\/strong> The words “execution,” “signed,” “signature,”
\nand words of like import in any Assignment and Assumption or in any amendment or
\nother modification hereof (including waivers and consents) shall be deemed to
\ninclude electronic signatures or the keeping of records in electronic form, each
\nof which shall be of the same legal effect, validity or enforceability as a
\nmanually executed signature or the use of a paper-based recordkeeping system, as
\nthe case may be, to the extent and as provided for in any applicable law,
\nincluding the Federal Electronic Signatures in Global and National Commerce Act,
\nthe New York State Electronic Signatures and Records Act, or any other similar
\nstate laws based on the Uniform Electronic Transactions Act.<\/p>\n

10.19<\/strong> Judgment Currency.<\/strong> If, for the
\npurposes of obtaining judgment in any court, it is necessary to convert a sum
\ndue hereunder or any other Loan Document in one currency into another currency,
\nthe rate of exchange used shall be that at which in accordance with normal
\nbanking procedures the Administrative Agent could purchase the first currency
\nwith such other currency on the Business Day preceding that on which final
\njudgment is given. The obligation of each Borrower in respect of any such sum
\ndue from it to the Administrative Agent or any Lender hereunder or under the
\nother Loan Documents shall, notwithstanding any judgment in a currency (the
\n“Judgment Currency<\/u>“) other than that in which such sum is denominated in
\naccordance with the applicable provisions of this Agreement (the “Agreement
\nCurrency<\/u>“), be discharged only to the extent that on the Business Day
\nfollowing receipt by the Administrative Agent or such Lender, as the case may
\nbe, of any sum adjudged to be so due in the Judgment Currency, the
\nAdministrative Agent or such Lender, as the case may be, may in accordance with
\nnormal banking procedures purchase the Agreement Currency with the Judgment
\nCurrency. If the amount of the Agreement Currency so purchased is less than the
\nsum originally due to the Administrative Agent or any Lender from any Borrower
\nin the Agreement Currency, such Borrower agrees, as a separate obligation and
\nnotwithstanding any such judgment, to indemnify the Administrative Agent or such
\nLender, as the case may be, against such loss. If the amount of the Agreement
\nCurrency so purchased is greater than the sum originally due to the
\nAdministrative Agent or any Lender in such currency, the Administrative Agent or
\nsuch Lender, as the case may be, agrees to return the amount of any excess to
\nsuch Borrower (or to any other Person who may be entitled thereto under
\napplicable law).<\/p>\n

10.20<\/strong> Bermuda Branch; Full Recourse
\nObligations.<\/strong> All Loans to and Letters of Credit for the account of FIL
\nshall be made to or incurred by FIL at its Bermuda branch located at Canon153s
\nCourt, 22 Victoria Street, Hamilton HM 12 BERMUDA and all payments of principal
\nand interest by FIL will be made through its Bermuda branch; provided<\/u>,
\nhowever<\/u>, that<\/p>\n

139<\/p>\n

\n

<\/p>\n

notwithstanding the foregoing, FIL acknowledges and agrees that the
\nObligations hereunder are full recourse to Flextronics International Ltd., a
\nSingapore corporation, and are in no manner limited to any extent to any branch
\nthereof and shall in no manner impair the Administrative Agent153s or any Lender153s
\nability to enforce or collect any Obligation from FIL.<\/p>\n

10.21<\/strong> Waiver of Notice Under Existing FIL Credit
\nAgreement<\/strong>. Each Lender which is a “Lender” under the Existing FIL
\nCredit Agreement (such Lenders hereunder collectively constituting the “Required
\nLenders” under the Existing FIL Credit Agreement) hereby waives the requirement
\nset forth in Section 2.06 of the Existing FIL Credit Agreement that notice of
\nthe termination of the commitments under the Existing FIL Credit Agreement be
\ndelivered at least five Business Days prior to the effective date of such
\ntermination and agree that notice of such termination delivered as of the date
\nhereof shall satisfy such requirement.<\/p>\n

10.22<\/strong> Post Closing Matters.<\/strong> The
\nAdministrative Agent, at the request of and after consultation with the Company,
\nmay waive the conditions to the initial Credit Extension set forth in (a)
\nSection 4.01(a)(i)<\/u> with respect to its receipt of executed counterparts
\nof the Subsidiary Guaranty from Subsidiaries designated as “Deferred Guaranty
\nSubsidiaries” on Schedule 1.01(ii)<\/u> and\/or (b) any of Sections
\n4.01(a)(iii) : (viii)<\/u> with respect to delivery to the Administrative Agent
\nof documents described therein relating to Subsidiaries designated as “Deferred
\nSupporting Document Subsidiaries” on Schedule 1.01(ii)<\/u>. The Company shall
\ncause any such counterparts or documents the delivery of which is deferred
\npursuant to the foregoing clause (a) or (b) to be delivered to the
\nAdministrative Agent, as applicable, (i) within 10 days after the Closing Date
\nin the case of those relating to any Subsidiary identified on Schedule
\n1.01(ii)<\/u> and formed under the laws of the United States or any State or
\npolitical subdivision thereof and (ii) within 30 days after the Closing Date in
\nthe case of those relating to any other Subsidiary identified on Schedule
\n1.01(ii), subject in either case to extension of such time frame in the
\ndiscretion of the Administrative Agent. Solely for purposes of Section
\n8.02(b),<\/u> this Section 10.22<\/u> shall be deemed to be in Article
\nVII<\/u>. Notwithstanding Section 10.01<\/u> or any other provision hereof, no
\nconsent of Lenders shall be required for any waiver or consent contemplated by
\nthis Section 10.22<\/u>.<\/p>\n

[Remainder of this page intentionally left blank]<\/em>\n<\/p>\n

140<\/p>\n

\n

<\/p>\n

IN WITNESS WHEREOF, <\/em>the parties hereto have caused this Agreement to
\nbe duly executed as of the date first above written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

FLEXTRONICS INTERNATIONAL LTD.<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Manny Marimuthu<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Manny Marimuthu<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n

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

FLEXTRONICS INTERNATIONAL USA, INC., as Designated Borrower<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Chris Collier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Chris Collier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

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

[Signature Page to Credit Agreement (Flextronics)]<\/p>\n

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

BANK OF AMERICA, N.A.<\/strong>, as Administrative Agent<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Anthea Del Bianco<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Anthea Del Bianco<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Credit Agreement (Flextronics)]<\/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\n
<\/td>\n\n

BANK OF AMERICA, N.A.<\/strong>, as Lender, L\/C Issuer and Swing Line
\nLender<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Sugeet Manchada Madan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Sugeet Manchada Madan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

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

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

CITIBANK, N.A.<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Susan M. Olsen<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Susan M. Olsen<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

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

BNP PARIBAS<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Nicolas Rabier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Nicolas Rabier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

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

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

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

\n

\/s\/ Nicole Mitchell<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Nicole Mitchell<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

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

HSBC Bank USA, National Association<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ James P. Kelly<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

James P. Kelly<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

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

JP Morgan Chase Bank, N.A.<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ John G. Kowalezuk<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

John G. Kowalezuk<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Executive Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Credit Agreement (Flextronics)]<\/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
<\/td>\n\n

The Bank of Nova Scotia<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Christopher Usas<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Christopher Usas<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

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

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

THE ROYAL BANK OF SCOTLAND plc<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Patricia Boussaroque<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Patricia Boussaroque<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

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

BANK OF CHINA, NEW YORK BRANCH<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Haifeng Xu<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Haifeng Xu<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Assistant General Manager<\/p>\n<\/td>\n<\/tr>\n

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

Sumitomo Mitsui Banking Corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Shuji Yabe<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Shuji Yabe<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

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

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Robert Grillo<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Robert Grillo<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

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

[Signature Page to Credit Agreement (Flextronics)]<\/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\n\n
<\/td>\n\n

DEUTSCHE BANK AG NEW YORK BRANCH<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Andreas Neumeier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Andreas Neumeier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Phillipe Sandmeier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Phillipe Sandmeier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

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

UNION BANK, as a Lender and L\/C Issuer<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ James B. Goudy<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

James B. Goudy<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

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

U.S. Bank, National Association<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Jeff Benedix<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Jeff Benedix<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Assistant Vice President<\/p>\n<\/td>\n<\/tr>\n

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

Wells Fargo Bank, NA<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Sid Khanolkar<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Sid Khanolkar<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

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

DBS Bank Ltd., Los Angeles Agency<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ James McWalters<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

James McWalters<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

General Manager<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Credit Agreement (Flextronics)]<\/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
<\/td>\n\n

KBC Bank NV<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Susan Silver<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Susan Silver<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Stephen R. Perry<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Stephen R. Perry<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

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

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

Mizuho Corporate Bank, Ltd.<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Bertram H. Tang<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Bertram H. Tang<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n

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

Skandinaviska Enskilda Banken AB (publ)<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Krissy Rands<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Krissy Rands<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

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

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

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

\n

\/s\/ Marialaura Aymerich<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Marialaura Aymerich<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Loan Distribution<\/p>\n<\/td>\n<\/tr>\n

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

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Victor Pierzchalski<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Victor Pierzchalski<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Credit Agreement (Flextronics)]<\/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
<\/td>\n\n

UniCredit Bank Austria AG<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Christoph Siegl<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Christoph Siegl<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Dieter Zapfel<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Dieter Zapfel<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Senior Relationship Manager<\/p>\n<\/td>\n<\/tr>\n

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

BARCLAYS BANK PLC<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Dianne Rolfe<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Dianne Rolfe<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

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

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

ALLIED IRISH BANKS P.L.C.<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Alan Long<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Alan Long<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

\n

Senior Relationship Partner<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Credit Agreement (Flextronics)]<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7549],"corporate_contracts_industries":[9507],"corporate_contracts_types":[9561,9560],"class_list":["post-40960","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-flextronics-international-ltd","corporate_contracts_industries-technology__equipment","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40960","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40960"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40960"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40960"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40960"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}