{"id":41347,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/three-year-credit-agreement-harsco-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"three-year-credit-agreement-harsco-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/three-year-credit-agreement-harsco-corp.html","title":{"rendered":"Three-Year Credit Agreement – Harsco Corp."},"content":{"rendered":"<\/p>\n

\n

THREE-YEAR CREDIT AGREEMENT<\/p>\n

\n<\/p>\n

\n

Dated as of December 17, 2009<\/p>\n

\n<\/p>\n

\n

Among<\/p>\n

\n<\/p>\n

\n

HARSCO CORPORATION,<\/p>\n

\n<\/p>\n

\n

THE LENDERS NAMED HEREIN<\/p>\n

\n<\/p>\n

\n

and<\/p>\n

\n<\/p>\n

\n

CITIBANK, N.A.,<\/p>\n

\n

as Administrative Agent<\/p>\n

\n<\/p>\n

\n

____________________________<\/p>\n

\n<\/p>\n

\n

CITIGROUP GLOBAL MARKETS INC. and<\/p>\n

\n

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

\n

as Joint Lead Arrangers and Joint Bookrunners<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n

\n
\n

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

\n

ARTICLE I<\/p>\n

\n

Definitions<\/p>\n

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

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

\n

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

\n

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

\n

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

\n

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

\n

SECTION 1.03. Redenomination of Certain Alternative Currencies<\/p>\n<\/td>\n

\n

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

ARTICLE II<\/p>\n

\n

The Credits<\/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

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

\n

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

\n

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

\n

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

\n

SECTION 2.03. Competitive Bid Procedure<\/p>\n<\/td>\n

\n

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

\n

SECTION 2.04. Standby Borrowing Procedure<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

SECTION 2.07. Repayment of Loans<\/p>\n<\/td>\n

\n

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

\n

SECTION 2.08. Interest on Loans<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

SECTION 2.10. Alternate Rate of Interest<\/p>\n<\/td>\n

\n

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

\n

SECTION 2.11. Termination and Reduction of Commitments<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

SECTION 2.13. Reserve Requirements: Change in Circumstances<\/p>\n<\/td>\n

\n

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

\n

SECTION 2.14. Change in Legality<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

SECTION 2.16. Pro Rata Treatment<\/p>\n<\/td>\n

\n

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

\n

SECTION 2.17. Sharing of Setoffs<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

SECTION 2.20. Assignment of Commitments Under Certain Circumstances<\/p>\n<\/td>\n

\n

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

\n

SECTION 2.21. Borrowings by Approved Borrowers<\/p>\n<\/td>\n

\n

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

\n

SECTION 2.22. Additional Costs<\/p>\n<\/td>\n

\n

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

\n

SECTION 2.23. Increase in the Aggregate Commitments<\/p>\n<\/td>\n

\n

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

\n

SECTION 2.24. Revolving Notes<\/p>\n<\/td>\n

\n

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

i<\/p>\n

\n

\n

ARTICLE III<\/p>\n

\n

Representations and Warranties<\/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

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

SECTION 3.04. No Breach<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

SECTION 3.07. Use of Credit<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

SECTION 3.10. Investment Company Act<\/p>\n<\/td>\n

\n

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

\n

SECTION 3.11. Material Agreements and Liens<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

SECTION 3.13. Subsidiaries, etc<\/p>\n<\/td>\n

\n

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

\n

SECTION 3.14. True and Complete Disclosure<\/p>\n<\/td>\n

\n

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

\n

SECTION 3.15. Corporate Existence of Approved Borrower<\/p>\n<\/td>\n

\n

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

\n

SECTION 3.16. No Breach<\/p>\n<\/td>\n

\n

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

\n

SECTION 3.17. Action<\/p>\n<\/td>\n

\n

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

\n

SECTION 3.18. Approvals<\/p>\n<\/td>\n

\n

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

\n

SECTION 3.19. Taxes on Payments of Approved Borrowers<\/p>\n<\/td>\n

\n

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

ARTICLE IV<\/p>\n

\n

Conditions of Effectiveness and Lending<\/p>\n

\n\n\n\n\n\n
\n

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

\n

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

\n

SECTION 4.02. First Borrowing by Each Approved Borrower<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

ARTICLE V<\/p>\n

\n

Affirmative Covenants<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
\n

SECTION 5.01. Existence; Businesses and Properties<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

SECTION 5.03. Obligations and Taxes<\/p>\n<\/td>\n

\n

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

\n

SECTION 5.04. Financial Statements, Reports, etc<\/p>\n<\/td>\n

\n

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

\n

SECTION 5.05. Litigation and Other Notices<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

SECTION 5.08. Use of Proceeds<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

ii<\/p>\n

\n

\n

ARTICLE VI<\/p>\n

\n

Negative Covenants<\/p>\n

\n\n\n\n\n\n\n\n\n\n
\n

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

\n

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

\n

SECTION 6.02. Sale and Lease-Back Transactions<\/p>\n<\/td>\n

\n

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

\n

SECTION 6.03. Mergers, Sales of Assets, etc<\/p>\n<\/td>\n

\n

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

\n

SECTION 6.04. Lines of Business; Fiscal Year<\/p>\n<\/td>\n

\n

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

\n

SECTION 6.05. Transactions with Affiliates<\/p>\n<\/td>\n

\n

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

\n

SECTION 6.06. Total Debt to Total Capital Ratio<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

ARTICLE VII<\/p>\n

\n

Events of Default<\/p>\n

\n

ARTICLE VIII<\/p>\n

\n

The Administrative Agent<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
\n

SECTION 8.01. Appointment and Authority<\/p>\n<\/td>\n

\n

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

\n

SECTION 8.02. Administrative Agent Individually<\/p>\n<\/td>\n

\n

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

\n

SECTION 8.03. Duties of Administrative Agent; Exculpatory Provisions<\/p>\n<\/td>\n

\n

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

\n

SECTION 8.04. Reliance by Administrative Agent<\/p>\n<\/td>\n

\n

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

\n

SECTION 8.05. Delegation of Duties<\/p>\n<\/td>\n

\n

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

\n

SECTION 8.06. Resignation of Administrative Agent<\/p>\n<\/td>\n

\n

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

\n

SECTION 8.07. Non-Reliance on Administrative Agent and Other Lenders<\/p>\n<\/td>\n

\n

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

\n

SECTION 8.08. Indemnification<\/p>\n<\/td>\n

\n

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

\n

SECTION 8.09. No Other Duties, etc<\/p>\n<\/td>\n

\n

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

ARTICLE IX<\/p>\n

\n

Guarantee<\/p>\n

\n\n\n\n\n\n\n\n\n
\n

SECTION 9.01. Guarantee<\/p>\n<\/td>\n

\n

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

\n

SECTION 9.02. Obligations Unconditional<\/p>\n<\/td>\n

\n

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

\n

SECTION 9.03. Reinstatement<\/p>\n<\/td>\n

\n

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

\n

SECTION 9.04. Subrogation<\/p>\n<\/td>\n

\n

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

\n

SECTION 9.05. Remedies<\/p>\n<\/td>\n

\n

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

\n

SECTION 9.06. Continuing Guarantee<\/p>\n<\/td>\n

\n

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

iii<\/p>\n

\n

\n

ARTICLE X<\/p>\n

\n

Miscellaneous<\/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

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

\n

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

\n

SECTION 10.02. Survival of Agreement<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

SECTION 10.04. Successors and Assigns<\/p>\n<\/td>\n

\n

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

\n

SECTION 10.05. Expenses; Indemnity<\/p>\n<\/td>\n

\n

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

\n

SECTION 10.06. Right of Setoff<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

SECTION 10.08. Waivers: Amendment<\/p>\n<\/td>\n

\n

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

\n

SECTION 10.09. Interest Rate Limitation<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

SECTION 10.11. Waiver of Jury Trial<\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

SECTION 10.16. Jurisdiction: Consent to Service of Process<\/p>\n<\/td>\n

\n

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

\n

SECTION 10.17. USA Patriot Act<\/p>\n<\/td>\n

\n

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

\n

SECTION 10.18. No Fiduciary Relationship<\/p>\n<\/td>\n

\n

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

\n

SECTION 10.19. Confidentiality<\/p>\n<\/td>\n

\n

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

\n

SECTION 10.20. Cure of Defaulting Lender Status<\/p>\n<\/td>\n

\n

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

Schedules and Exhibits<\/u><\/p>\n<\/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

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

\n

Administrative Agent153s Office<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Lenders; Commitments<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 2.21<\/p>\n<\/td>\n

\n

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

\n

Schedule 3.11(a)<\/p>\n<\/td>\n

\n

Material Agreements<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 3.11(b)<\/p>\n<\/td>\n

\n

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

\n

Schedule 3.13<\/p>\n<\/td>\n

\n

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

\n

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

\n

Permitted Reorganization<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit A-1<\/p>\n<\/td>\n

\n

Form of Competitive Bid Request<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit A-2<\/p>\n<\/td>\n

\n

Form of Notice of Competitive Bid Request<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit A-3<\/p>\n<\/td>\n

\n

Form of Competitive Bid<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit A-4<\/p>\n<\/td>\n

\n

Form of Competitive Bid\/Accept Reject Letter<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit A-5<\/p>\n<\/td>\n

\n

Form of Standby Borrowing Request<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit A-6<\/p>\n<\/td>\n

\n

Form of Interest Election Request<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

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

\n

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

\n

Form of Assignment and Acceptance<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

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

\n

Exhibit E-1<\/p>\n<\/td>\n

\n

Form of Opinion of General Counsel<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit E-2<\/p>\n<\/td>\n

\n

Form of Opinion of Jones, Day, Reavis & Pogue, counsel for the Company\n<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit F-1<\/p>\n<\/td>\n

\n

Form of Designation Letter<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit F-2<\/p>\n<\/td>\n

\n

Form of Termination Letter<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Form of Lender Joinder Agreement<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

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

\n

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

\n

Form of Revolving Note<\/p>\n<\/td>\n<\/tr>\n

\n

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

\n

Form of New Parent Assignment and Assumption Agreement<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iv<\/p>\n

\n

\n

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

The Company has requested that the Lenders extend credit to the Company in
\norder to enable it to borrow Standby Loans (such term and all other capitalized
\nterms not otherwise defined have the meanings assigned to them in Article I
\nhereof) on a standby revolving credit basis from time to time during the
\nAvailability Period in an aggregate principal amount at any time outstanding of
\nup to $570,000,000, which amount may be increased up to $700,000,000 pursuant to
\nSection 2.23 (less the aggregate principal amount of all outstanding Competitive
\nLoans at such time). The Company has also requested the Lenders to provide a
\nprocedure pursuant to which the Company may invite the Lenders to bid on an
\nuncommitted basis on short-term borrowings by the Company. The proceeds of all
\nsuch borrowings are to be used for general corporate purposes, including
\ncommercial paper backstop and\/or repayment of the Indebtedness evidenced by the
\nExisting Credit Agreement. The Lenders are willing to extend such credit to the
\nCompany on the terms and subject to the conditions herein set forth.<\/p>\n<\/p>\n

Accordingly, the Company, the Lenders and the Administrative Agent agree as
\nfollows:<\/p>\n<\/p>\n

ARTICLE I<\/p>\n

\n

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

\n

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

“ABR Borrowing<\/u>” shall mean a Borrowing comprised of ABR Loans.<\/p>\n<\/p>\n

“ABR Loan<\/u>” shall mean any Standby Loan bearing interest at a rate
\ndetermined by reference to the Alternate Base Rate in accordance with the
\nprovisions of Article II.<\/p>\n<\/p>\n

“Activities<\/u>” shall have the meaning assigned to such term in Section
\n8.02(b).<\/p>\n<\/p>\n

“Adjusted EURIBO Rate<\/u>” shall mean, with respect to any Eurocurrency
\nBorrowing in Euros, for any Interest Period, an interest rate per annum (rounded
\nupwards, if necessary, to the next 1\/16 of 1%) equal to (a) the EURIBO Rate for
\nsuch Interest Period multiplied by (b) the Statutory Reserve Rate.<\/p>\n<\/p>\n

\n

“Adjusted LIBO Rate<\/u>” shall mean, with respect to any Eurocurrency
\nBorrowing in Dollars or any Alternative Currency (other than Euros), for any
\nInterest Period, an interest rate per annum (rounded upwards, if necessary, to
\nthe next 1\/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
\nmultiplied by (b) the Statutory Reserve Rate; provided<\/u> that, with respect
\nto any Eurocurrency Borrowing denominated in an Alternative Currency (other than
\nEuros) for any Interest Period, Adjusted LIBO Rate shall mean an interest rate
\nper annum (rounded upwards, if necessary, to the next 1\/16 of 1%) equal to the
\nLIBO Rate for such Interest Period.<\/p>\n<\/p>\n

“Administrative Agent<\/u>” shall have the meaning assigned to such term in
\nthe preamble to this Agreement.<\/p>\n<\/p>\n

“Administrative Agent153s Office<\/u>” shall mean the office address,
\nfacsimile number, electronic mail address, telephone number and account
\ninformation set forth on Schedule 1.01<\/u> hereto with respect to the
\nAdministrative Agent or such other address, facsimile number, electronic mail
\naddress, telephone number or account information as shall be designated by the
\nAdministrative Agent in a notice to the Company and the Lenders.<\/p>\n<\/p>\n

“Administrative Fees<\/u>” shall have the meaning assigned to such term in
\nSection 2.06(b).<\/p>\n<\/p>\n

“Administrative Questionnaire<\/u>” shall mean an Administrative
\nQuestionnaire in the form of Exhibit B<\/u> hereto.<\/p>\n<\/p>\n

“Affiliate<\/u>” shall mean, when used with respect to a specified person,
\nanother person that directly, or indirectly through one or more intermediaries,
\nControls or is Controlled by or is under common Control with the person
\nspecified.<\/p>\n<\/p>\n

“Agent153s Group<\/u>” shall have the meaning assigned to such term in
\nSection 8.02(b).<\/p>\n<\/p>\n

“Agreement<\/u>” shall have the meaning assigned to such term in the
\npreamble to this Agreement.<\/p>\n<\/p>\n

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

2<\/p>\n

\n

\n

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

“Alternative Currency<\/u>” shall mean Euros and Sterling.<\/p>\n<\/p>\n

“Alternative Currency Borrowing<\/u>” shall mean a Borrowing comprised of
\nAlternative Currency Loans. All Alternative Currency Borrowings shall be
\nEurocurrency Borrowings.<\/p>\n<\/p>\n

“Alternative Currency Equivalent<\/u>” shall mean, with respect to any
\namount of Dollars on any date in relation to any specified Alternative Currency,
\nthe amount of such specified Alternative Currency that may be purchased with
\nsuch amount of Dollars at the Spot Exchange Rate with respect to Dollars on such
\ndate. The term “Alternative Currency Equivalent” may be preceded by a reference
\nto an Alternative Currency (e.g., “EUR Alternative Currency Equivalent”), in
\nwhich case the Alternative Currency so referenced shall be the “specified”
\nAlternative Currency.<\/p>\n<\/p>\n

“Alternative Currency Loan<\/u>” shall mean any Loan denominated in an
\nAlternative Currency.<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

“Applicable Margin<\/u>” shall mean on any date, (A) with respect to ABR
\nLoans, the greater of (i) zero and (ii) the difference between (x) the amount of
\nbasis points per annum calculated as set forth in the table below under the
\nheading “Applicable Margin”, based upon the ratings applicable on such date to
\nthe Company153s Index Debt, and (y) 100 basis points per annum and (B) with
\nrespect to Eurocurrency Loans the greater of (i) the amount of basis points per
\nannum as set forth in the table below under the heading “Applicable Margin
\nFloor”, and (ii) the amount of basis points per annum calculated as set forth in
\nthe table below under the heading “Applicable Margin”, in each case, based upon
\nthe ratings applicable on such date to the Company153s Index Debt:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Applicable Margin<\/p>\n

(basis points<\/p>\n

per annum)<\/p>\n<\/td>\n

\n

Applicable Margin<\/p>\n

Floor<\/p>\n

(basis points<\/p>\n

per annum)<\/p>\n<\/td>\n<\/tr>\n

\n

Category 1<\/p>\n

A+ or higher by S&P;<\/p>\n

Al or higher by Moody153s<\/p>\n<\/td>\n

\n

75% of Markit Index<\/p>\n<\/td>\n

\n

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

\n

Category 2<\/p>\n

A by S&P;<\/p>\n

A2 by Moody153s<\/p>\n<\/td>\n

\n

85% of Markit Index<\/p>\n<\/td>\n

\n

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

\n

Category 3<\/p>\n

A- by S&P;<\/p>\n

A3 by Moody153s<\/p>\n<\/td>\n

\n

100% of Markit Index<\/p>\n<\/td>\n

\n

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

\n

Category 4<\/p>\n

BBB+ by S&P;<\/p>\n

Baal by Moody153s<\/p>\n<\/td>\n

\n

125% of Markit Index<\/p>\n<\/td>\n

\n

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

\n

Category 5<\/p>\n

BBB or lower by S&P;<\/p>\n

Baa2 or lower by Moody153s<\/p>\n<\/td>\n

\n

150% of Markit Index<\/p>\n<\/td>\n

\n

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

\n

For purposes of determining the Applicable Margin, (a) if either Moody153s or
\nS&P shall not have in effect a rating for Index Debt (other than because
\nsuch rating agency shall no longer be in the business of rating corporate debt\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

obligations), then such rating agency will be deemed to have established a
\nrating for Index Debt in Category 5; (b) if the ratings established or deemed to
\nhave been established by Moody153s and S&P shall fall within different
\nCategories, the Applicable Margin shall be determined by reference to the higher
\n(or numerically lower) Category unless one of the ratings is two or more
\nCategories lower (or numerically higher) than the other, in which case the
\nApplicable Margin shall be determined by reference to the Category next below
\nthat of the higher (or numerically lower) of the two ratings; and (c) if any
\nrating established or deemed to have been established by Moody153s or S&P
\nshall be changed (other than as a result of a change in the rating system of
\neither Moody153s or S&P), such change shall be effective as of the date on
\nwhich such change is first announced by the rating agency making such change.
\nEach change in the Applicable Margin shall apply to all Eurocurrency Loans and
\nABR Loans that are outstanding at any time during the period commencing on the
\neffective date of such change and ending on the date immediately preceding the
\neffective date of the next such change. If the rating system of either Moody153s
\nor S&P shall change, or if either such rating agency shall cease to be in
\nthe business of rating corporate debt obligations, the Company and the Lenders
\nshall negotiate in good faith to amend the references to specific ratings in
\nthis definition to reflect such changed rating system or the nonavailability of
\nratings from such rating agency.<\/p>\n<\/p>\n

“Applicable Percentage<\/u>” shall mean, with respect to any Lender at any
\ntime, the percentage of the Total Commitment represented by such Lender153s
\nCommitment at such time.<\/p>\n<\/p>\n

“Approved Borrower<\/u>” shall mean any wholly owned Subsidiary of the
\nCompany as to which a Designation Letter shall have been delivered to the
\nAdministrative Agent in accordance with Section 2.21 hereof and as to which a
\nTermination Letter shall not have been delivered to the Administrative Agent.\n<\/p>\n<\/p>\n

“Assigned Dollar Value<\/u>” shall mean, in respect of any Borrowing
\ndenominated in an Alternative Currency, the Dollar Equivalent thereof determined
\nbased upon the applicable Spot Exchange Rate as of the Denomination Date for
\nsuch Borrowing. In the event that any Borrowing denominated in an Alternative
\nCurrency shall be prepaid in part, the Assigned Dollar Value of such Borrowing
\nshall be allocated ratably to the prepaid portion of such Borrowing and the
\nportion of such Borrowing remaining outstanding.<\/p>\n<\/p>\n

“Assignment and Acceptance<\/u>” shall mean an assignment and acceptance
\nentered into by a Lender and an assignee, and accepted by the Administrative
\nAgent, in the form of Exhibit C<\/u> hereto, or such other form as shall be
\napproved by the Administrative Agent.<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

“Availability Period<\/u>” shall mean the period from and including the
\nEffective Date to but excluding the earlier of the Termination Date and the date
\nof termination of the Commitments.<\/p>\n<\/p>\n

“Board<\/u>” shall mean the Board of Governors of the Federal Reserve
\nSystem of the United States.<\/p>\n<\/p>\n

“Borrowers<\/u>” shall mean the Company and each Approved Borrower.<\/p>\n<\/p>\n

“Borrowing<\/u>” shall mean a group of Loans of a single Type made by the
\nLenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders
\nwhose Competitive Bids have been accepted pursuant to Section 2.03).<\/p>\n<\/p>\n

“Borrowing Minimum<\/u>” shall mean (a) in the case of a Borrowing
\ndenominated in Dollars, $5,000,000 and (b) in the case of a Borrowing
\ndenominated in any Alternative Currency, 5,000,000 units (or, in the case of
\nSterling, 2,500,000 units) of such currency.<\/p>\n<\/p>\n

“Borrowing Multiple<\/u>” shall mean (a) in the case of a Borrowing
\ndenominated in Dollars, $1,000,000 and (b) in the case of a Borrowing
\ndenominated in any Alternative Currency, 1,000,000 units (or, in the case of
\nSterling, 500,000 units) of such currency.<\/p>\n<\/p>\n

“Borrowing Request<\/u>” shall mean a Standby Borrowing Request or a
\nCompetitive Bid Request.<\/p>\n<\/p>\n

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

“Capital Lease Obligations<\/u>” of any person shall mean the obligations
\nof such person to pay rent or other amounts under any lease of (or other
\narrangement conveying the right to use) real or personal property, or a
\ncombination thereof, which obligations are required to be classified and
\naccounted for as capital leases on a balance sheet of such person under GAAP<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

and, for the purposes of this Agreement, the amount of such obligations at
\nany time shall be the capitalized amount thereof at such time determined in
\naccordance with GAAP.<\/p>\n<\/p>\n

A “Change in Control<\/u>” shall be deemed to have occurred if (a) any
\nperson or group (within the meaning of Rule 13d-5 of the Securities and Exchange
\nCommission as in effect on the date hereof) shall own directly or indirectly,
\nbeneficially or of record, shares representing more than 20% of the aggregate
\nordinary voting power represented by the issued and outstanding capital stock of
\nthe Company; or (b) a majority of the seats (other than vacant seats) on the
\nboard of directors of the Company shall at any time have been occupied by
\npersons who were neither (i) nominated by the board of directors of the Company,
\nnor (ii) appointed by directors so nominated; or (c) any person or group shall
\notherwise directly or indirectly Control the Company; provided<\/u>,
\nhowever<\/u>, that a Permitted Reorganization shall not constitute a Change in
\nControl.<\/p>\n<\/p>\n

“Citigroup Parties<\/u>” shall have the meaning assigned to such term in
\nSection 10.01(h).<\/p>\n<\/p>\n

“Code<\/u>” shall mean the Internal Revenue Code of 1986, as the same may
\nbe amended from time to time.<\/p>\n<\/p>\n

“Commitment<\/u>” shall mean, with respect to each Lender, the commitment
\nof such Lender hereunder as set forth in Schedule 2.01<\/u> hereto, as such
\nLender153s Commitment may be permanently terminated, reduced or increased from
\ntime to time pursuant to Section 2.11, Section 2.23 or Section 10.04.<\/p>\n<\/p>\n

“Committed Credit Exposure<\/u>” shall mean, with respect to any Lender at
\nany time, the sum of (a) the aggregate principal amount at such time of all
\noutstanding Standby Loans of such Lender denominated in Dollars, plus (b) the
\nAssigned Dollar Value at such time of the aggregate principal amount at such
\ntime of all outstanding Standby Loans of such Lender that are Alternative
\nCurrency Loans.<\/p>\n<\/p>\n

“Commitment Date<\/u>” shall have the meaning assigned to such term in
\nSection 2.23(b).<\/p>\n<\/p>\n

“Commitment Fee<\/u>” shall have the meaning assigned to such term in
\nSection 2.06(a).<\/p>\n<\/p>\n

“Commitment Fee Percentage<\/u>” shall mean on any date, the applicable
\npercentage set forth below based upon the ratings applicable on such date to the
\nCompany153s Index Debt:<\/p>\n<\/p>\n

7<\/p>\n

\n

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

Commitment<\/p>\n

Fee<\/p>\n

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

\n

Category 1<\/p>\n

A+ or higher by S&P;<\/p>\n

A1 or higher by Moody153s<\/p>\n<\/td>\n

\n

0.150%<\/p>\n<\/td>\n<\/tr>\n

\n

Category 2<\/p>\n

A by S&P;<\/p>\n

A2 by Moody153s<\/p>\n<\/td>\n

\n

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

\n

Category 3<\/p>\n

A- by S&P;<\/p>\n

A3 by Moody153s<\/p>\n<\/td>\n

\n

0.275%<\/p>\n<\/td>\n<\/tr>\n

\n

Category 4<\/p>\n

BBB+ by S&P;<\/p>\n

Baal by Moody153s<\/p>\n<\/td>\n

\n

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

\n

Category 5<\/p>\n

BBB or lower by S&P;<\/p>\n

Baa2 or lower by Moody153s<\/p>\n<\/td>\n

\n

0.500%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

For purposes of the foregoing, (a) if either Moody153s or S&P shall not
\nhave in effect a rating for Index Debt (other than because such rating agency
\nshall no longer be in the business of rating corporate debt obligations), then
\nsuch rating agency will be deemed to have established a rating for Index Debt in
\nCategory 5; (b) if the ratings established or deemed to have been established by
\nMoody153s and S&P shall fall within different Categories, the Commitment Fee
\nPercentage shall be determined by reference to the higher (or numerically lower)
\nCategory unless one of the ratings is two or more categories lower (or
\nnumerically higher) than the other, in which case the Commitment Fee Percentage
\nshall be determined by reference to the Category next below that of the higher
\n(or numerically lower) of the two ratings; and (c) if any rating established or
\ndeemed to have been established by Moody153s or S&P shall be changed (other
\nthan as a result of a change in the rating system of either Moody153s or S&P),
\nsuch change shall be effective as of the date on which such change is first
\nannounced by the rating agency making such change. Each change in the Commitment
\nFee Percentage shall apply during the period commencing on the effective date of
\nsuch change and ending on the date<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

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

“Communications<\/u>” shall have the meaning assigned to such term in
\nSection 10.01(c).<\/p>\n<\/p>\n

“Company<\/u>” shall have the meaning assigned to such term in the preamble
\nto this Agreement.<\/p>\n<\/p>\n

“Competitive Bid<\/u>” shall mean an offer by a Lender to make a
\nCompetitive Loan pursuant to Section 2.03.<\/p>\n<\/p>\n

“Competitive Bid Accept\/Reject Letter<\/u>” shall mean a notification made
\nby a Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4<\/u>
\nhereto.<\/p>\n<\/p>\n

“Competitive Bid Rate<\/u>” shall mean, as to any Competitive Bid made by a
\nLender pursuant to Section 2.03(b), (i) in the case of a Eurocurrency Loan, the
\nCompetitive Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of
\ninterest offered by the Lender making such Competitive Bid.<\/p>\n<\/p>\n

“Competitive Bid Request<\/u>” shall mean a request made pursuant to
\nSection 2.03 in the form of Exhibit A-l<\/u> hereto.<\/p>\n<\/p>\n

“Competitive Borrowing<\/u>” shall mean a borrowing consisting of a
\nCompetitive Loan or concurrent Competitive Loans from the Lender or Lenders
\nwhose Competitive Bids for such Borrowing have been accepted by a Borrower under
\nthe bidding procedure described in Section 2.03.<\/p>\n<\/p>\n

“Competitive Loan<\/u>” shall mean a loan from a Lender to a Borrower
\npursuant to the bidding procedure described in Section 2.03. Each Competitive
\nLoan shall be a Eurocurrency Competitive Loan or a Fixed Rate Loan.<\/p>\n<\/p>\n

“Competitive Margin<\/u>” shall mean, as to any Eurocurrency Competitive
\nLoan, the margin (expressed as a percentage rate per annum in the form of a
\ndecimal to no more than four decimal places) to be added to or subtracted from,
\nin the case of Eurocurrency Competitive Loans denominated in Dollars or any
\nAlternative Currency (other than Euros), the LIBO Rate and, in the case of
\nEurocurrency Competitive Loans denominated in Euros, the<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

EURIBO Rate in order to determine the interest rate applicable to such Loan,
\nas specified in the Competitive Bid relating to such Loan.<\/p>\n<\/p>\n

“Consolidated Tangible Assets<\/u>” shall mean Tangible Assets of the
\nCompany and its consolidated subsidiaries determined on a consolidated basis in
\naccordance with GAAP.<\/p>\n<\/p>\n

“Control<\/u>” shall mean the possession, directly or indirectly, of the
\npower to direct or cause the direction of the management or policies of a
\nperson, whether through the ownership of voting securities, by contract or
\notherwise, and “Controlling<\/u>” and “Controlled<\/u>” shall have meanings
\ncorrelative thereto.<\/p>\n<\/p>\n

“Default<\/u>” shall mean any event or condition which upon notice, lapse
\nof time or both would constitute an Event of Default.<\/p>\n<\/p>\n

“Defaulting Lender<\/u>” shall mean, at any time, a Lender (i) that has
\nfailed for three or more Business Days to comply with its obligations under this
\nAgreement to make a Standby Loan (a “funding obligation”), (ii) that has
\nnotified the Administrative Agent, or has stated publicly, that it will not
\ncomply with any such funding obligation hereunder, (iii) that has, for five or
\nmore Business Days, failed to confirm in writing to the Administrative Agent, in
\nresponse to a written request of the Administrative Agent, that it will comply
\nwith its funding obligations hereunder; provided<\/u> that a Lender shall
\ncease to be a Defaulting Lender under this clause (iii) upon receipt of such
\nconfirmation by the Administrative Agent, or (iv) as to which a Lender
\nInsolvency Event has occurred and is continuing.<\/p>\n<\/p>\n

“Denomination Date<\/u>” shall mean at anytime, in relation to any
\nAlternative Currency Borrowing, the date that is two Business Days before the
\nlater of (a) the date such Borrowing is made and (b) the date of the most recent
\nconversion or continuation of such Borrowing pursuant to Section 2.05.<\/p>\n<\/p>\n

“Designation Letter<\/u>” shall have the meaning assigned to such term in
\nSection 2.21.<\/p>\n<\/p>\n

“Dollar Equivalent<\/u>” shall mean, with respect to an amount of any
\nAlternative Currency on any date, the amount of Dollars that may be purchased
\nwith such amount of such Alternative Currency at the Spot Exchange Rate with
\nrespect to such Alternative Currency on such date.<\/p>\n<\/p>\n

“Dollars<\/u>” or “$<\/u>” shall mean lawful money of the United States
\nof America.<\/p>\n<\/p>\n

“Domestic Subsidiaries<\/u>” shall mean any Subsidiary organized or
\nincorporated under the laws of one of the States of the United States of
\nAmerica, the laws of the District of Columbia or the Federal laws of the United
\nStates of America.<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

“Effective Date<\/u>” shall mean the date on which the conditions specified
\nin Section 4.01 are satisfied (or waived in accordance with Section 10.08).<\/p>\n<\/p>\n

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

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

“Environmental Liability<\/u>” means all liabilities, obligations, damages,
\nlosses, claims, actions, suits, judgments, orders, fines, penalties, fees,
\nexpenses and costs (including administrative oversight costs, natural resource
\ndamages and remediation costs), whether contingent or otherwise, arising out of
\nor relating to: (a) compliance or non-compliance with any Environmental Law, (b)
\nthe generation, use, handling, transportation, storage, treatment or disposal of
\nany Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
\nrelease of any Hazardous Materials or (e) any contract, agreement or other
\nconsensual arrangement pursuant to which liability is assumed or imposed with
\nrespect to any of the foregoing.<\/p>\n<\/p>\n

“ERISA<\/u>” shall mean the Employee Retirement Income Security Act of
\n1974, as the same may be amended from time to time.<\/p>\n<\/p>\n

“ERISA Affiliate<\/u>” shall mean any trade or business (whether or not
\nincorporated) that is a member of a group of which the Company is a member and
\nwhich is treated as a single employer under Section 414 of the Code.<\/p>\n<\/p>\n

“EURIBO Rate<\/u>” shall mean, with respect to any Eurocurrency Borrowing
\nin Euros for any Interest Period, (i) the interest rate per annum for deposits
\nin Euros which appears on Reuters Screen EURIBOR01 Page (or any successor page)
\nas of 11:00 a.m., Brussels time, on the Quotation Day for such Interest Period
\nor, if such a rate does not appear on such rate page, (ii) an interest rate per
\nannum (rounded upwards, if necessary, to the next 1\/16 of 1%) equal to the rate
\nat which deposits in Euros approximately equal in principal amount to the Loan
\nof the Administrative Agent, in its capacity as a Lender (or, if the
\nAdministrative Agent is not a Lender in respect of such<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

Borrowing, then the Loan of the Lender in respect of such Borrowing with the
\ngreatest Loan amount), included in such Eurocurrency Borrowing and for a
\nmaturity comparable to such Interest Period are offered to the principal London
\noffice of the Administrative Agent in immediately available funds in the
\nEuropean interbank market for Euros at approximately 11:00 a.m., Brussels time,
\non the Quotation Day for such Interest Period.<\/p>\n<\/p>\n

“Euro<\/u>” means the single currency of the European Union as constituted
\nby the treaty on European Union.<\/p>\n<\/p>\n

“Eurocurrency Borrowing<\/u>” shall mean a Borrowing comprised of
\nEurocurrency Loans.<\/p>\n<\/p>\n

“Eurocurrency Competitive Borrowing<\/u>” shall mean a Competitive
\nBorrowing comprised of Eurocurrency Competitive Loans.<\/p>\n<\/p>\n

“Eurocurrency Competitive Loan<\/u>” shall mean any Competitive Loan
\nbearing interest at a rate determined by reference to, in the case of
\nEurocurrency Competitive Loan denominated in Dollars or any Alternative Currency
\n(other than Euros), the LIBO Rate and, in the case of Eurocurrency Competitive
\nLoans denominated in Euros, the EURIBO Rate in accordance with the provisions of
\nArticle II.<\/p>\n<\/p>\n

“Eurocurrency Loan<\/u>” shall mean any Eurocurrency Competitive Loan or
\nEurocurrency Standby Loan.<\/p>\n<\/p>\n

“Eurocurrency Standby Borrowing<\/u>” shall mean a Standby Borrowing
\ncomprised of Eurocurrency Standby Loans.<\/p>\n<\/p>\n

“Eurocurrency Standby Loan<\/u>” shall mean any Standby Loan bearing
\ninterest at a rate determined by reference to, in the case of Eurocurrency
\nCompetitive Loans denominated in Dollars or any Alternative Currency (other than
\nEuros), the LIBO Rate and, in the case of Eurocurrency Competitive Loans
\ndenominated in Euros, the EURIBO Rate in accordance with the provisions of
\nArticle II.<\/p>\n<\/p>\n

“Event of Default<\/u>” shall have the meaning assigned to such term in
\nArticle VII.<\/p>\n<\/p>\n

“Existing Credit Agreement<\/u>” means that certain Five-Year Credit
\nAgreement dated as of November 23, 2005 among the Company, the lenders named
\ntherein, and JP Morgan Chase Bank, N.A., as administrative agent, as amended,
\nsupplemented or otherwise modified.<\/p>\n<\/p>\n

“Fees<\/u>” shall mean the Administrative Fees and the Commitment Fee.<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

“Financial Officer<\/u>” of any corporation shall mean the Chief Financial
\nOfficer, principal accounting officer, Treasurer or Controller of such
\ncorporation.<\/p>\n<\/p>\n

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

“Fixed Rate Borrowing<\/u>” shall mean a Borrowing comprised of Fixed Rate
\nLoans.<\/p>\n<\/p>\n

“Fixed Rate Loan<\/u>” shall mean any Competitive Loan bearing interest at
\na Fixed Rate.<\/p>\n<\/p>\n

“GAAP<\/u>” shall mean United States generally accepted accounting
\nprinciples, applied on a basis consistent with the most recent financial
\nstatements referred to in Section 3.02.<\/p>\n<\/p>\n

“Governmental Authority<\/u>” shall mean any Federal, state, local or
\nforeign court or governmental agency, authority, instrumentality or regulatory
\nbody.<\/p>\n<\/p>\n

“Guarantee<\/u>” of or by any person shall mean any obligation, contingent
\nor otherwise, of such person guaranteeing or having the economic effect of
\nguaranteeing any Indebtedness of any other person (the “primary
\nobligor<\/u>“) in any manner, whether directly or indirectly, and including any
\nobligation of such person, direct or indirect, (a) to purchase or pay (or
\nadvance or supply funds for the purchase or payment of) such Indebtedness or to
\npurchase (or to advance or supply funds for the purchase of) any security for
\nthe payment of such Indebtedness, (b) to purchase property, securities or
\nservices for the purpose of assuring the owner of such Indebtedness of the
\npayment of such Indebtedness or (c) to maintain working capital, equity capital
\nor other financial statement condition or liquidity of the primary obligor so as
\nto enable the primary obligor to pay such Indebtedness; provided<\/u>,
\nhowever,<\/u> that the term Guarantee shall not include endorsements for
\ncollection or deposit, in either case in the ordinary course of business.<\/p>\n<\/p>\n

“Guarantor<\/u>” shall mean the Company in its capacity as the guarantor
\nunder Section 9.01.<\/p>\n<\/p>\n

“Hazardous Materials<\/u>” shall mean (A) petroleum products and
\nbyproducts, asbestos, urea formaldehyde foam insulation, polychlorinated
\nbiphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting
\nsubstances; or (B) any chemical, material, substance, waste, pollutant or
\ncontaminant that is prohibited, limited or regulated by or pursuant to any
\nEnvironmental Law.<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

“Increase Date<\/u>” shall have the meaning assigned to such term in
\nSection 2.23(a).<\/p>\n<\/p>\n

“Increasing Lender<\/u>” shall have the meaning assigned to such term in
\nSection 2.23(b).<\/p>\n<\/p>\n

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

“Index Debt<\/u>” shall mean, for any Person, senior, unsecured, long-term
\nindebtedness for borrowed money of such Person that is not guaranteed by any
\nother Person or subject to any other credit enhancement.<\/p>\n<\/p>\n

“Information<\/u>” shall have the meaning assigned to such term in Section
\n10.19.<\/p>\n<\/p>\n

“Interest Election Request<\/u>” shall mean a request by a Borrower to
\nconvert or continue a Standby Borrowing in accordance with Section 2.05.<\/p>\n<\/p>\n

“Interest Payment Date<\/u>” shall mean, with respect to any Loan, the last
\nday of each Interest Period applicable thereto and, in the case of a
\nEurocurrency Loan with an Interest Period of more than three months153 duration or
\na Fixed Rate Loan with an Interest Period of more than 90 days153 duration, each
\nday that would have been an Interest Payment Date for such<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

Loan had successive Interest Periods of three months153 duration or 90 days
\nduration, as the case may be, been applicable to such Loan and, in addition, any
\ndate on which such Loan shall be prepaid.<\/p>\n<\/p>\n

“Interest Period<\/u>” shall mean (a) as to any Eurocurrency Borrowing, the
\nperiod commencing on the date of such Borrowing and ending on the numerically
\ncorresponding day (or, if there is no numerically corresponding day, on the last
\nday) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the
\napplicable Borrower may elect, (b) as to any ABR Borrowing, the period
\ncommencing on the date of such Borrowing and ending on the earlier of (i) the
\nnext succeeding day which shall be the last day of any March, June, September or
\nDecember and (ii) the Termination Date and (c) as to any Fixed Rate Borrowing,
\nthe period commencing on the date of such Borrowing and ending on the date
\nspecified in the Competitive Bids in which the offer to make the Fixed Rate
\nLoans comprising such Borrowing were extended, which shall not be earlier than
\nseven days after the date of such Borrowing or later than 360 days after the
\ndate of such Borrowing; provided<\/u>, however,<\/u> that if any Interest
\nPeriod would end on a day other than a Business Day, such Interest Period shall
\nbe extended to the next succeeding Business Day unless, in the case of
\nEurocurrency Loans only, such next succeeding Business Day would fall in the
\nnext calendar month, in which case such Interest Period shall end on the next
\npreceding Business Day. Interest shall accrue from and including the first day
\nof an Interest Period to but excluding the last day of such Interest Period. For
\npurposes hereof, the date of a Borrowing initially shall be the date on which
\nsuch Borrowing is made and, in the case of a Standby Borrowing, thereafter shall
\nbe the effective date of the most recent conversion or continuation of such
\nBorrowing.<\/p>\n<\/p>\n

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

15<\/p>\n

\n

\n

“Lenders<\/u>” shall have the meaning assigned to such term in the preamble
\nto this Agreement.<\/p>\n<\/p>\n

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

“Lien<\/u>” shall mean with respect to any asset, (a) any mortgage, deed of
\ntrust, lien, pledge, encumbrance, charge or security interest in or on such
\nasset, (b) the interest of a vendor or a lessor under any conditional sale
\nagreement, capital lease or title retention agreement relating to such asset and
\n(c) in the case of securities, any purchase option, call or similar right of a
\nthird party with respect to such securities.<\/p>\n<\/p>\n

“Loan<\/u>” shall mean any Competitive Loan or Standby Loan.<\/p>\n<\/p>\n

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

“Margin Stock<\/u>” shall have the meaning given such term under Regulation
\nU.<\/p>\n<\/p>\n

“Markit Index<\/u>” shall mean, at any date of determination, the Markit
\nCDX.NA.IG Series 11 or any successor series (5 Year Period) as available on such
\ndate to the applicable office of the Administrative Agent. If the Markit Index
\nis unavailable as of the date any determination of the<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

Applicable Margin is to occur, the Company and the Lenders will negotiate in
\ngood faith to agree on an alternative method for establishing the Applicable
\nMargin for any affected Borrowing. Until the earlier of (i) the time at which
\nsuch an alternative method is agreed upon or (ii) thirty days after the date on
\nwhich the Markit Index became unavailable (such thirty-day period, the
\n“Negotiation Period<\/u>“), the interest payable per annum with respect to
\nEurocurrency Standby Loans and ABR Loans (to the extent the Applicable Margin
\nthereon is greater than zero) in such Borrowing will be based upon the
\nApplicable Margin calculated using the last available quote of the Markit Index.
\nIf no such alternative method is agreed upon during the Negotiation Period,
\nEurocurrency Standby Loans will convert to ABR Loans on the last day of the
\napplicable Interest Period and the interest rate per annum will be the Alternate
\nBase Rate plus the Applicable Margin calculated using the last available quote
\nof the Markit Index.<\/p>\n<\/p>\n

“Material Adverse Change<\/u>” or “Material Adverse Effect<\/u>” shall
\nmean (a) a materially adverse change in, or a materially adverse effect on, the
\nbusiness, assets, operations, performance or condition, financial or otherwise,
\nof the Company and its Subsidiaries taken as a whole or (b) a material
\nimpairment of the ability of the Company, any Approved Borrower or any Material
\nSubsidiary to perform any of its respective obligations under any Loan Document
\nto which it is or becomes a party.<\/p>\n<\/p>\n

“Material Subsidiary<\/u>” means any Subsidiary (a) the consolidated assets
\nof which equal 5% or more of the consolidated assets of the Borrower and the
\nSubsidiaries as of the last day of the most recent fiscal quarter of the
\nBorrower or (b) the consolidated revenues of which equal 5% or more of the
\nconsolidated revenues of the Borrower and the Subsidiaries for the most recent
\nperiod of four consecutive fiscal quarters for which financial statements have
\nbeen delivered under Section 5.04 (or, prior to the delivery of any such
\nfinancial statements, for the period of four consecutive fiscal quarters ended
\nSeptember 30, 2009); provided<\/u> that if at the end of the most recent
\nfiscal quarter or for the most recent period of four consecutive fiscal quarters
\nthe consolidated assets or consolidated revenues of all Subsidiaries that under
\nclauses (a) and (b) above would not constitute Material Subsidiaries shall have
\nexceeded 10% of the consolidated assets or 10% of the consolidated revenues of
\nthe Borrower and the Subsidiaries, then one or more of such excluded
\nSubsidiaries shall for all purposes of this Agreement be deemed to be Material
\nSubsidiaries in descending order based on the amounts of their consolidated
\nassets until such excess shall have been eliminated.<\/p>\n<\/p>\n

“Moody153s<\/u>” shall mean Moody153s Investors Service, Inc.<\/p>\n<\/p>\n

“Multiemployer Plan<\/u>” shall mean a multiemployer plan as defined in
\nSection 4001(a)(3) of ERISA to which the Company or any ERISA<\/p>\n<\/p>\n

17<\/p>\n

\n

\n

Affiliate (other than one considered an ERISA Affiliate only pursuant to
\nsubsection (m) or (o) of Code Section 414) is making or accruing an obligation
\nto make contributions, or has within any of the preceding five plan years made
\nor accrued an obligation to make contributions.<\/p>\n<\/p>\n

“Net Worth<\/u>” shall mean, as at any date, the sum for the Company and
\nits Subsidiaries (determined on a consolidated basis without duplication in
\naccordance with GAAP) of the following:<\/p>\n<\/p>\n

(a) the amount of common stock; plus<\/p>\n<\/p>\n

(b) the amount of any preferred stock that does not have any requirement for
\nthe Company to purchase, redeem, retire or otherwise acquire the same; plus<\/p>\n<\/p>\n

(c) the amount of additional paid-in capital and retained earnings (or, in
\nthe case of an additional paid-in capital or retained earnings deficit, minus
\nthe amount of such deficit); plus<\/p>\n<\/p>\n

(d) cumulative translation adjustments (or, in the case of negative
\nadjustments, minus the amount of such adjustments); plus<\/p>\n<\/p>\n

(e) cumulative pension liability adjustments (or, in the case of negative
\nadjustments, minus the amount of such adjustments); minus<\/p>\n<\/p>\n

(f) the cost of treasury stock; plus<\/p>\n<\/p>\n

(g) the amount of unrealized gain from cash flow hedges (or, in the case of
\nlosses, minus the amount of unrealized losses); plus<\/p>\n<\/p>\n

(h) the amount of unrealized gain from marketable securities (or, in the case
\nof losses, minus the amount of unrealized losses); plus<\/p>\n<\/p>\n

(i) the amount of non-controlling interests.<\/p>\n<\/p>\n

“New Lender<\/u>” shall have the meaning assigned to such term in Section
\n2.23(d).<\/p>\n<\/p>\n

“New Parent<\/u>” shall have the meaning assigned to such term in
\nSchedule 10.21<\/u> hereto.<\/p>\n<\/p>\n

“New Parent Assignment and Assumption Agreement<\/u>” shall mean the
\nAssignment and Assumption Agreement in the form of Exhibit J<\/u> hereto.<\/p>\n<\/p>\n

“Obligation Currency<\/u>” shall have the meaning assigned to such term in
\nSection 10.13.<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

“Operating Subsidiary<\/u>” shall mean, at any time, each Domestic
\nSubsidiary of the New Parent at such time that is not a Special Purpose Entity.\n<\/p>\n<\/p>\n

“Other Taxes<\/u>” shall have the meaning assigned to such term in Section
\n2.19(b).<\/p>\n<\/p>\n

“Parent Company<\/u>” shall mean, with respect to a Lender, the bank
\nholding company (as defined in Regulation Y of the Board), if any, of such
\nLender, and\/or any person owning, beneficially or of record, directly or
\nindirectly, a majority of the shares of such Lender.<\/p>\n<\/p>\n

“PBGC<\/u>” shall mean the Pension Benefit Guaranty Corporation referred to
\nand defined in ERISA.<\/p>\n<\/p>\n

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

“Permitted Reorganization<\/u>” shall have the meaning assigned to such
\nterm in Schedule 10.21<\/u> hereto.<\/p>\n<\/p>\n

“person<\/u>” shall mean any natural person, corporation, business trust,
\njoint venture, association, company, limited liability company, partnership or
\ngovernment, or any agency or political subdivision thereof.<\/p>\n<\/p>\n

“Plan<\/u>” shall mean any employee pension benefit plan (other than a
\nMultiemployer Plan) subject to the provisions of Title IV of ERISA or Section
\n412 of the Code which is maintained for current or former employees, or any
\nbeneficiary thereof, of the Company or any ERISA Affiliate.<\/p>\n<\/p>\n

19<\/p>\n

\n

\n

“Platform<\/u>” shall have the meaning assigned to such term in Section
\n10.01(d).<\/p>\n<\/p>\n

“Proposed Increase Amount<\/u>” shall have the meaning assigned to such
\nterm in Section 2.23(b).<\/p>\n<\/p>\n

“Public Lender<\/u>” shall have the meaning assigned to such term in
\nSection 10.01(e).<\/p>\n<\/p>\n

“Quotation Day<\/u>” means, with respect to any Eurocurrency Borrowing and
\nany Interest Period, the day that is two Business Days prior to the first day of
\nsuch Interest Period.<\/p>\n<\/p>\n

“Register<\/u>” shall have the meaning given such term in Section 10.04(d).\n<\/p>\n<\/p>\n

“Regulation D<\/u>” shall mean Regulation D of the Board as from time to
\ntime in effect and all official rulings and interpretations thereunder or
\nthereof.<\/p>\n<\/p>\n

“Regulation U<\/u>” shall mean Regulation U of the Board as from time to
\ntime in effect and all official rulings and interpretations thereunder or
\nthereof.<\/p>\n<\/p>\n

“Related Parties<\/u>” shall mean, with respect to any Person, such
\nPerson153s Affiliates and such Person153s and such Person153s Affiliates153 respective
\nmanagers, administrators, trustees, partners, directors, officers, employees,
\nagents, fund managers and advisors.<\/p>\n<\/p>\n

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

“Requested Commitment Increase<\/u>” shall have the meaning assigned to
\nsuch term in Section 2.23(a).<\/p>\n<\/p>\n

“Required Lenders<\/u>” shall mean, at any time, Lenders having Commitments
\nrepresenting a majority of the Total Commitment or, for purposes of acceleration
\npursuant to clause (ii) of Article VII or after the termination of the
\nCommitments, Lenders holding Standby Loans representing a majority of the
\naggregate principal amount of the Standby Loans outstanding. For purposes of
\ndetermining the Required Lenders, any Standby Loans denominated in an
\nAlternative Currency shall be translated into Dollars at the Spot Exchange Rate
\nin effect on the applicable Denomination Date.<\/p>\n<\/p>\n

20<\/p>\n

\n

\n

“Responsible Officer<\/u>” of any corporation shall mean any executive
\nofficer or Financial Officer of such corporation and any other officer or
\nsimilar official thereof responsible for the administration of the obligations
\nof such corporation in respect of this Agreement.<\/p>\n<\/p>\n

“Revolving Note<\/u>” shall mean a promissory note substantially in the
\nform of Exhibit I<\/u> hereto made by one or more Borrowers in favor of a
\nLender, to the extent requested by such Lender pursuant to Section 2.24.<\/p>\n<\/p>\n

“S&P<\/u>” shall mean Standard & Poor153s Ratings Services, a
\nDivision of the McGraw-Hill Companies Inc.<\/p>\n<\/p>\n

“Special Purpose Entity<\/u>” shall mean a person formed for a specific
\npurpose or objective or for a specific transaction or specific type of
\ntransaction (e.g., a finance subsidiary or a subsidiary whose only asset is
\nintellectual property); provided<\/u> that a holding company shall not
\nconstitute a Special Purpose Entity.<\/p>\n<\/p>\n

“Spot Exchange Rate<\/u>” shall mean, on any day, (a) with respect to any
\nAlternative Currency, the spot rate at which Dollars are offered on such day by
\nCitibank, N.A., as Administrative Agent, for such Alternative Currency, and (b)
\nwith respect to Dollars in relation to any specified Alternative Currency, the
\nspot rate at which such specified Alternative Currency is offered on such day by
\nCitibank, N.A., as Administrative Agent, for Dollars. For purposes of
\ndetermining the Spot Exchange Rate in connection with an Alternative Currency
\nBorrowing, such Spot Exchange Rate shall be determined as of the Denomination
\nDate for such Borrowing with respect to transactions in the applicable
\nAlternative Currency that will settle on the date of such Borrowing, and, upon
\nthe Company153s request, the Administrative Agent shall inform the Company of such
\nSpot Exchange Rate.<\/p>\n<\/p>\n

“Standby Borrowing<\/u>” shall mean a borrowing consisting of simultaneous
\nStandby Loans from each of the Lenders.<\/p>\n<\/p>\n

“Standby Borrowing Request<\/u>” shall mean a request made pursuant to
\nSection 2.04 in the form of Exhibit A-5<\/u> hereto.<\/p>\n<\/p>\n

“Standby Loan<\/u>” shall mean a revolving loan made by a Lender pursuant
\nto Section 2.04. Each Standby Loan shall be a Eurocurrency Standby Loan or an
\nABR Loan.<\/p>\n<\/p>\n

“Statutory Reserve Rate<\/u>” shall mean, with respect to any currency, a
\nfraction (expressed as a decimal), the numerator of which is the number one and
\nthe denominator of which is the number one minus the aggregate of the maximum
\nreserve percentages (including any marginal, special, emergency or supplemental
\nreserves) expressed as a decimal<\/p>\n<\/p>\n

21<\/p>\n

\n

\n

established by the Board to which the Administrative Agent is subject for
\neurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
\nRegulation D of the Board). Such reserve percentages shall include those imposed
\npursuant to Regulation D. Eurocurrency Loans shall be deemed to be subject to
\nsuch reserve requirements without benefit of or credit for proration, exemptions
\nor offsets that may be available from time to time to any Lender under
\nRegulation D or any other applicable law, rule or regulation. The Statutory
\nReserve Rate shall be adjusted automatically on and as of the effective date of
\nany change in any reserve percentage.<\/p>\n<\/p>\n

“Sterling<\/u>” or “GBP<\/u>” shall mean lawful money of the United
\nKingdom.<\/p>\n<\/p>\n

“subsidiary<\/u>” shall mean, with respect to any person (herein referred
\nto as the “parent<\/u>“), any corporation, partnership, association or other
\nbusiness entity (a) of which securities or other ownership interests
\nrepresenting more than 50% of the equity or more than 50% of the ordinary voting
\npower or more than 50% of the general partnership interests are, at the time any
\ndetermination is being made, owned, Controlled or held, or (b) which is, at the
\ntime any determination is made, otherwise Controlled by the parent or one or
\nmore subsidiaries of the parent or by the parent and one or more subsidiaries of
\nthe parent.<\/p>\n<\/p>\n

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

“Subsidiary Consolidated Indebtedness<\/u>” shall mean Subsidiary Debt of
\nthe Company153s consolidated subsidiaries determined on a consolidated basis in
\naccordance with GAAP.<\/p>\n<\/p>\n

“Subsidiary Debt<\/u>” shall mean, with respect to the Company153s
\nconsolidated subsidiaries, at any time and without duplication, the aggregate
\noutstanding principal amount of all Indebtedness of such consolidated
\nsubsidiaries at such time described in clauses (a), (b), (c), (g) and (h) of the
\ndefinition of the term “Indebtedness”, other than:<\/p>\n<\/p>\n

(i) Indebtedness owed by Subsidiaries to the Company or to other
\nSubsidiaries;<\/p>\n<\/p>\n

(ii) Indebtedness in respect of that certain Credit Agreement dated as of
\nDecember 15, 2000 between Harsco Investment Limited and Harsco Finance BV, as
\nborrowers, and The National Westminster Bank plc, as the same has been amended
\nand is in effect on the Effective Date;<\/p>\n<\/p>\n

(iii) Indebtedness of Harsco Finance BV or Harsco International Finance BV,
\nso long as (A) such persons are Subsidiaries<\/p>\n<\/p>\n

22<\/p>\n

\n

\n

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

(iv) Indebtedness incurred after the Effective Date in connection with the
\nacquisition of a person or property as long as such Indebtedness existed prior
\nto such acquisition and was not created in anticipation thereof;<\/p>\n<\/p>\n

(v) Indebtedness (including Indebtedness which constitutes Capital Lease
\nObligations) incurred to provide all or a portion of the purchase price or cost
\nof construction of an asset; provided that such Indebtedness when incurred shall
\nnot exceed the purchase price or cost of construction of such asset plus related
\ntransaction costs;<\/p>\n<\/p>\n

(vi) Guarantees of Subsidiary Consolidated Indebtedness; or<\/p>\n<\/p>\n

(vii) any refunding or refinancing of any Indebtedness described in any of
\nclauses (i) through (v) above, so long as such refunding or refinancing does not
\nincrease the principal amount thereof.<\/p>\n<\/p>\n

“Subsidiary Guarantor<\/u>” shall mean, on and after the date on which the
\nSubsidiary Guaranty is required to be delivered pursuant to Schedule
\n10.21<\/u> hereto, each Operating Subsidiary.<\/p>\n<\/p>\n

“Subsidiary Guaranty<\/u>” shall mean an unconditional guarantee by each
\nSubsidiary Guarantor of the obligations of the New Parent and the other
\nBorrowers under this Agreement and the other Loan Documents in substantially the
\nform of Exhibit H<\/u> hereto.<\/p>\n<\/p>\n

“Tangible Assets<\/u>” shall mean, with respect to any person at any time,
\nthe total assets of such person at such time after deducting (a) goodwill and
\n(b) intangible assets.<\/p>\n<\/p>\n

“Taxes<\/u>” shall have the meaning assigned to such term in Section
\n2.19(a).<\/p>\n<\/p>\n

23<\/p>\n

\n

\n

“Termination Date<\/u>” shall mean December 17, 2012.<\/p>\n<\/p>\n

“Termination Letter<\/u>” shall have the meaning assigned to such term in
\nSection 2.21.<\/p>\n<\/p>\n

“Total Capital<\/u>” shall mean, at any time, Net Worth plus Total Debt.\n<\/p>\n<\/p>\n

“Total Commitment<\/u>” shall mean, at any time, the aggregate amount of
\nthe Commitments, as in effect at such time. As of the Effective Date, the Total
\nCommitment shall equal $570,000,000.<\/p>\n<\/p>\n

“Total Debt<\/u>” shall mean, at any time, the aggregate outstanding
\nprincipal amount of all Indebtedness of the Company and its Subsidiaries at such
\ntime (other than Indebtedness described in clause (i) or (j) of the definition
\nof the term “Indebtedness”) determined on a consolidated basis (without
\nduplication) in accordance with GAAP; provided<\/u> that the term “Total
\nDebt<\/u>” shall include any preferred stock that provides for the mandatory
\npurchase, retirement, redemption or other acquisition of the same by the Company
\nor any Subsidiary (other than preferred stock held by the Company or any
\nSubsidiary).<\/p>\n<\/p>\n

“Transactions<\/u>” shall mean the execution, delivery and performance by
\nthe Company of this Agreement, the execution and delivery by the Company and the
\nApproved Borrowers of each Designation Letter, the borrowing of Loans and the
\nuse of the proceeds thereof, and in connection with a Permitted Reorganization,
\nthe execution and delivery of the New Parent Assignment and Assumption Agreement
\nand the Subsidiary Guaranty.<\/p>\n<\/p>\n

“Transferee<\/u>” shall have the meaning assigned to such term in Section
\n2.19(a).<\/p>\n<\/p>\n

“Type<\/u>“, when used in respect of any Loan or Borrowing, shall refer to
\nthe rate by reference to which interest on such Loan or on the Loans comprising
\nsuch Borrowing is determined and the currency in which such Loan or the Loans
\ncomprising such Borrowings are denominated. For purposes hereof, “rate” shall
\ninclude the LIBO Rate, the Alternate Base Rate and the Fixed Rate, and
\n“currency” shall include Dollars and any Alternative Currency permitted
\nhereunder.<\/p>\n<\/p>\n

“United States<\/u>” or “U.S.<\/u>” shall mean the United States of
\nAmerica.<\/p>\n<\/p>\n

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

24<\/p>\n

\n

\n

SECTION 1.02. Terms Generally<\/u>. The definitions in Section 1.01 shall
\napply equally to both the singular and plural forms of the terms defined.
\nWhenever the context may require, any pronoun shall include the corresponding
\nmasculine, feminine and neuter forms. The words “include”, “includes” and
\n“including” shall be deemed to be followed by the phrase “without limitation”.
\nAll references herein to Articles, Sections, Exhibits and Schedules shall be
\ndeemed references to Articles and Sections of, and Exhibits and Schedules to,
\nthis Agreement unless the context shall otherwise require. Except as otherwise
\nexpressly provided herein, all terms of an accounting or financial nature shall
\nbe construed in accordance with GAAP. If any change in the accounting principles
\nused in the preparation of the consolidated financial statements of the Company
\nreferred to in Section 5.04(a) or (b) is hereafter required by the rules,
\nregulations, pronouncements and opinions contained in the Financial Accounting
\nStandards Board Codification, and such change is adopted by the Company with the
\nagreement of the Company153s accountants and results in a change in any of the
\ncalculations required by Section 6.06 or 6.07 (or the related defined terms)
\nthat would not have resulted had such accounting change not occurred, then, to
\nthe extent a reconciliation of such change is not reflected by the Company in
\nits consolidated financial statements so as to reflect what the applicable
\ncalculation would have been had such change not occurred, the Company shall
\nprovide such reconciliation in the compliance certificate to be delivered
\npursuant to Section 5.04(c) for so long as such accounting change remains in
\neffect.<\/p>\n<\/p>\n

SECTION 1.03. Redenomination of Certain Alternative Currencies<\/u>. (a)
\nEach obligation of any party to this Agreement to make a payment denominated in
\nthe national currency unit of any member state of the European Union that adopts
\nthe Euro as its lawful currency after the date hereof shall be redenominated
\ninto Euro at the time of such adoption (in accordance with the EMU Legislation).
\nIf, in relation to the currency of any such member state, the basis of accrual
\nof interest 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 Borrowing in the currency of such member state is outstanding
\nimmediately prior to such date, such replacement shall take effect, with respect
\nto such Borrowing, at the end of the then current Interest Period.<\/p>\n<\/p>\n

(b) Each provision of this Agreement shall be subject to such reasonable
\nchanges of construction as the Administrative Agent in consultation with the
\nCompany may from time to time specify to be appropriate to reflect the adoption
\nof the Euro by any member state of the European Union and any relevant market
\nconventions or practices relating to the Euro.<\/p>\n<\/p>\n<\/p>\n

25<\/p>\n

\n

\n

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

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

SECTION 2.01. Commitments<\/u>. Subject to the terms and conditions and
\nrelying upon the representations and warranties herein set forth, each Lender
\nagrees, severally and not jointly, to make Standby Loans to the Borrowers from
\ntime to time during the Availability Period, in Dollars or one or more
\nAlternative Currencies (as specified in the Borrowing Requests with respect
\nthereto), in an aggregate principal amount at any time outstanding that will not
\nresult in such Lender153s Committed Credit Exposure exceeding such Lender153s
\nCommitment, subject, however, to the conditions that (i) at no time shall (A)
\nthe sum of (I) the aggregate Committed Credit Exposure of all the Lenders, plus
\n(II) the outstanding aggregate principal amount or Assigned Dollar Value of all
\nCompetitive Loans made by all Lenders, exceed (B) the Total Commitment and (ii)
\nat all times the outstanding aggregate principal amount of all Standby Loans
\nmade by each Lender shall equal such Lender153s Applicable Percentage of the
\noutstanding aggregate principal amount of all Standby Loans made pursuant to
\nSection 2.04. Each Lender153s Commitment is set forth opposite its name in
\nSchedule 2.01<\/u> hereto. Such Commitments may be terminated, reduced or
\nincreased from time to time pursuant to Section 2.11, Section 2.23 or Section
\n10.04. Within the foregoing limits and subject to the terms and conditions set
\nforth herein, the Borrowers may borrow, pay or prepay and reborrow Standby
\nLoans.<\/p>\n<\/p>\n

SECTION 2.02. Loans<\/u>. (a) Each Standby Loan shall be made as part of a
\nBorrowing consisting of Loans made by the Lenders ratably in accordance with
\ntheir applicable Commitments; provided<\/u>, however,<\/u> that the failure
\nof any Lender to make any Standby Loan shall not in itself relieve any other
\nLender of its obligation to lend hereunder (it being understood, however, that
\nno Lender shall be responsible for the failure of any other Lender to make any
\nLoan required to be made by such other Lender). Each Competitive Loan shall be
\nmade in accordance with the procedures set forth in Section 2.03. The
\nCompetitive Loans and Standby Loans comprising any Borrowing shall be in (i) an
\naggregate principal amount which is not less than the Borrowing Minimum and an
\nintegral multiple of the Borrowing Multiple or (ii) an aggregate principal
\namount equal to the remaining balance of the available applicable Commitments.\n<\/p>\n<\/p>\n

(b) Each Competitive Borrowing shall be comprised entirely of Eurocurrency
\nCompetitive Loans or Fixed Rate Loans, and each Standby Borrowing shall be
\ncomprised entirely of Eurocurrency Standby Loans<\/p>\n<\/p>\n

26<\/p>\n

\n

\n

or ABR Loans, as the Borrowers may request pursuant to Section 2.03 or 2.04,
\nas applicable. Each Lender may at its option make any Loan by causing any
\ndomestic or foreign branch or Affiliate of such Lender to make such Loan;
\nprovided<\/u> that any exercise of such option shall not affect the obligation
\nof the applicable Borrower to repay such Loan in accordance with the terms of
\nthis Agreement. Borrowings of more than one Type may be outstanding at the same
\ntime; provided<\/u>, however,<\/u> that none of the Borrowers shall be
\nentitled to request any Borrowing which, if made, would result in an aggregate
\nof more than ten separate Standby Loans of any Lender being outstanding
\nhereunder at any one time. For purposes of the foregoing, Borrowings having
\ndifferent Interest Periods or denominated in different currencies, regardless of
\nwhether they commence on the same date, shall be considered separate Borrowings.\n<\/p>\n<\/p>\n

(c) Each Lender shall make each Loan to be made by it hereunder on the
\nproposed date thereof by wire transfer to such account as the Administrative
\nAgent may designate in federal funds (in the case of any Loan denominated in
\nDollars) or such other immediately available funds as may then be customary for
\nthe settlement of international transactions in the relevant currency not later
\nthan 11:00 a.m., New York City time, in the case of fundings to an account in
\nNew York City, or 11:00 a.m., local time, in the case of fundings to an
\naccount(s) in another jurisdiction, and the Administrative Agent shall by 12:00
\n(noon), New York City time, in the case of fundings to (an) account(s) in New
\nYork City, or 12:00 (noon), local time, in the case of fundings to an account(s)
\nin another jurisdiction, credit the amounts so received to an account(s)
\ndesignated by the applicable Borrower in the applicable Borrowing Request, which
\naccount(s) must be in the country of the currency of the Loan (it being
\nunderstood that the funding may be for the credit of an account outside such
\ncountry) or in a country that is a member of the European Union, in the case of
\nBorrowings denominated in Euros, or, if a Borrowing shall not occur on such date
\nbecause any condition precedent herein specified shall not have been met, return
\nthe amounts so received to the respective Lenders. Competitive Loans shall be
\nmade by the Lender or Lenders whose Competitive Bids therefor are accepted
\npursuant to Section 2.03 in the amounts so accepted and Standby Loans shall be
\nmade by the Lenders pro rata in accordance with Section 2.16. Unless the
\nAdministrative Agent shall have received notice from a Lender prior to the time
\nof any Borrowing that such Lender will not make available to the Administrative
\nAgent such Lender153s portion of such Borrowing, the Administrative Agent may
\nassume that such Lender has made such portion available to the Administrative
\nAgent on the date of such Borrowing in accordance with this paragraph (c) and
\nthe Administrative Agent may, in reliance upon such assumption, make available
\nto the applicable Borrower on such date a corresponding amount in the required
\ncurrency. If the Administrative Agent shall have so made funds available then to
\nthe extent that such Lender shall not have made such portion available to the
\nAdministrative Agent, such Lender and the applicable Borrower severally agree to
\nrepay to the<\/p>\n<\/p>\n

27<\/p>\n

\n

\n

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

(d) Notwithstanding any other provision of this Agreement, none of the
\nBorrowers shall be entitled to request, or to elect to convert or continue, any
\nBorrowing if the Interest Period requested with respect thereto would end after
\nthe Termination Date.<\/p>\n<\/p>\n

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

28<\/p>\n

\n

\n

(b) Each Lender may, in its sole discretion, make one or more Competitive
\nBids to a Borrower responsive to a Competitive Bid Request. Each Competitive Bid
\nby a Lender must be received by the Administrative Agent via telecopier, in the
\nform of Exhibit A-3<\/u> hereto, (i) in the case of a Eurocurrency Competitive
\nBorrowing not later than 11:00 a.m., New York City time, three Business Days
\nbefore a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate
\nBorrowing, not later than 11:00 a.m., New York City time, on the day of a
\nproposed Competitive Borrowing. Multiple bids will be accepted by the
\nAdministrative Agent. Competitive Bids that do not conform substantially to the
\nformat of Exhibit A-3<\/u> hereto may be rejected by the Administrative Agent
\nafter conferring with, and upon the instruction of, the applicable Borrower, and
\nthe Administrative Agent shall notify the Lender making such nonconforming bid
\nof such rejection as soon as practicable. Each Competitive Bid shall refer to
\nthis Agreement and specify (A) the principal amount (which (x) shall be in a
\nminimum principal amount of the Borrowing Minimum and in an integral multiple of
\nthe Borrowing Multiple, (y) shall be expressed in Dollars or, in the case of an
\nAlternative Currency Borrowing, in both the Alternative Currency and the
\nAssigned Dollar Value thereof and (z) may equal the entire principal amount of
\nthe Competitive Borrowing requested by the applicable Borrower) of the
\nCompetitive Loan or Loans that the Lender is willing to make to the applicable
\nBorrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared
\nto make the Competitive Loan or Loans and (C) the Interest Period and the last
\nday thereof. If any Lender shall elect not to make a Competitive Bid, such
\nLender shall so notify the Administrative Agent by telecopier (I) in the case of
\nEurocurrency Competitive Loans, not later than 11:00 a.m., New York City time,
\nthree Business Days before a proposed Competitive Borrowing, and (II) in the
\ncase of Fixed Rate Loans, not later than 11:00 a.m., New York City time, on the
\nday of a proposed Competitive Borrowing; provided<\/u>, however,<\/u> that
\nfailure by any Lender to give such notice shall not cause such Lender to be
\nobligated to make any Competitive Loan as part of such Competitive Borrowing. A
\nCompetitive Bid submitted by a Lender pursuant to this paragraph (b) shall be
\nirrevocable.<\/p>\n<\/p>\n

(c) The Administrative Agent shall promptly notify the applicable Borrower by
\ntelecopier of all the Competitive Bids made, the Competitive Bid Rate and the
\nprincipal amount of each Competitive Loan in respect of which a Competitive Bid
\nwas made and the identity of the Lender that made each bid. The Administrative
\nAgent shall send a copy of all Competitive Bids to the applicable Borrower for
\nits records as soon as practicable after completion of the bidding process set
\nforth in this Section 2.03.<\/p>\n<\/p>\n

(d) The applicable Borrower may in its sole and absolute discretion, subject
\nonly to the provisions of this paragraph (d), accept or reject any Competitive
\nBid referred to in paragraph (c) above. The Borrower shall<\/p>\n<\/p>\n

29<\/p>\n

\n

\n

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

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

30<\/p>\n

\n

\n

(f) A Competitive Bid Request shall not be made within five Business Days
\nafter the date of any previous Competitive Bid Request.<\/p>\n<\/p>\n

(g) If the Administrative Agent shall elect to submit a Competitive Bid in
\nits capacity as a Lender, it shall submit such bid directly to the applicable
\nBorrower one quarter of an hour earlier than the latest time at which the other
\nLenders are required to submit their bids to the Administrative Agent pursuant
\nto paragraph (b) above.<\/p>\n<\/p>\n

(h) All notices required by this Section 2.03 shall be given in accordance
\nwith Section 10.01.<\/p>\n<\/p>\n

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

31<\/p>\n

\n

\n

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

(b) To make an election pursuant to this Section, the applicable Borrower
\nshall notify the Administrative Agent of such election by telephone or by
\ntelecopy by the time that a Borrowing Request would be required under Section
\n2.04 if such Borrower were requesting a Standby Borrowing of the Type resulting
\nfrom such election to be made on the effective date of such election. Each such
\nInterest Election Request shall be irrevocable and, if telephonic, shall be
\nconfirmed promptly by hand delivery or telecopy to the Administrative Agent of a
\nwritten Interest Election Request substantially in the form of Exhibit
\nA-6<\/u> hereto. Notwithstanding any other provision of this Section, the
\nBorrower shall not be permitted to (i) change the currency of any Borrowing or
\n(ii) elect an Interest Period for Eurocurrency Loans that would end after the
\nTermination Date.<\/p>\n<\/p>\n

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

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

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

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a
\nEurocurrency Borrowing; and<\/p>\n<\/p>\n

32<\/p>\n

\n

\n

(iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the
\nInterest Period to be applicable thereto after giving effect to such election,
\nwhich shall be a period contemplated by the definition of the term “Interest
\nPeriod”.<\/p>\n<\/p>\n

If any such Interest Election Request requests a Eurocurrency Borrowing but
\ndoes not specify an Interest Period, then the Borrower shall be deemed to have
\nselected an Interest Period of one month153s duration.<\/p>\n<\/p>\n

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

(e) If the Borrower fails to deliver a timely Interest Election Request with
\nrespect to a Eurocurrency Borrowing prior to the end of the Interest Period
\napplicable thereto, then, unless such Borrowing is repaid as provided herein, at
\nthe end of such Interest Period such Borrowing shall (i) in the case of a
\nBorrowing denominated in Dollars, be converted to an ABR Borrowing and (ii) in
\nthe case of any other Eurocurrency Borrowing, continue as a Eurocurrency
\nBorrowing in the same currency and with an Interest Period of one month.
\nNotwithstanding any contrary provision hereof, if an Event of Default has
\noccurred and is continuing and the Administrative Agent, at the request of the
\nRequired Lenders, so notifies the Company, then, so long as an Event of Default
\nis continuing (i) no outstanding Standby Borrowing denominated in Dollars may be
\nconverted to or continued as a Eurocurrency Borrowing and (ii) unless repaid,
\neach Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR
\nBorrowing at the end of the Interest Period applicable thereto.<\/p>\n<\/p>\n

SECTION 2.06. Fees<\/u>. (a) The Company agrees to pay to each Lender,
\nthrough the Administrative Agent, on each March 31, June 30, September 30 and
\nDecember 31 and on the Termination Date and any other date on which the Loans of
\nsuch Lender shall be repaid (or on the date of termination of such Lender153s
\nCommitment if such Lender has no Standby Loans outstanding after such date), a
\ncommitment fee (a “Commitment Fee<\/u>“) equal to the Commitment Fee
\nPercentage of the daily average amount of the unused Commitment of such Lender
\n(whether or not the conditions set forth in Section 4.01 shall have been
\nsatisfied), during the preceding quarter (or shorter period commencing with the
\ndate hereof or ending with the date on which the Commitment of such Lender shall
\nbe terminated). All Commitment Fees shall be computed on the basis of the actual
\nnumber of days elapsed in a year of 360 days. The Commitment Fee due to each
\nLender shall commence to accrue on the date hereof and shall cease to accrue on
\nthe date on which the Commitment of such Lender is terminated. Anything herein
\nto the contrary notwithstanding, during such period that a Lender is a
\nDefaulting Lender, such Defaulting<\/p>\n<\/p>\n

33<\/p>\n

\n

\n

Lender will not be entitled to any Commitment Fees accruing during such
\nperiod (without prejudice to the rights of the Lenders other than Defaulting
\nLenders in respect of such fees).<\/p>\n<\/p>\n

(b) The Company agrees to pay the Administrative Agent, for its own account,
\nthe fees set forth in the Agent Fee Letter dated November 11, 2009, between
\nCitigroup Global Markets Inc. and the Company (the “Administrative
\nFees<\/u>“) at the times and in the amounts set forth therein.<\/p>\n<\/p>\n

(c) All Fees shall be paid on the dates due, in immediately available funds,
\nto the Administrative Agent for distribution, if and as appropriate, among the
\nLenders. Once paid, none of the Fees shall be refundable under any
\ncircumstances.<\/p>\n<\/p>\n

SECTION 2.07. Repayment of Loans<\/u>. (a) Each Borrower agrees to pay to
\nthe Administrative Agent for the account of each Lender the then unpaid
\nprincipal amount of (i) each Standby Loan of such Lender on the Termination Date
\nand (ii) each Competitive Loan of such Lender on the last day of the Interest
\nPeriod applicable to such Loan. Each Loan shall bear interest from the date of
\nthe Borrowing of which such Loan is a part on the outstanding principal balance
\nthereof as set forth in Section 2.08.<\/p>\n<\/p>\n

(b) Each Lender shall, and is hereby authorized by the Borrowers to,
\nmaintain, in accordance with its usual practice, records evidencing the
\nindebtedness of each Borrower to such Lender hereunder from time to time,
\nincluding the date, amount, currency and Type of and the Interest Period
\napplicable to each Loan made by such Lender from time to time and the amounts of
\nprincipal and interest paid to such Lender from time to time in respect of each
\nsuch Loan.<\/p>\n<\/p>\n

(c) The entries made in the records maintained pursuant to paragraph (b) of
\nthis Section 2.07 and in the Register maintained by the Administrative Agent
\npursuant to Section 10.04(d) shall be prima facie evidence of the existence and
\namounts of the obligations of each Borrower to which such entries relate;
\nprovided<\/u>, however<\/u>, that the failure of any Lender or the
\nAdministrative Agent to maintain or to make any entry in such records or the
\nRegister, as applicable, or any error therein shall not in any manner affect the
\nobligation of any Borrower to repay any Loans in accordance with the terms of
\nthis Agreement.<\/p>\n<\/p>\n

SECTION 2.08. Interest on Loans<\/u>. (a) Subject to the provisions of
\nSection 2.09, the Loans comprising each Eurocurrency Borrowing shall bear
\ninterest (computed on the basis of the actual number of days elapsed over a year
\nof 360 days, at a rate per annum equal to (i) in the case of each Eurocurrency
\nStandby Loan in Dollars or any Alternative Currency (other than Euros), the
\nAdjusted LIBO Rate for the Interest Period in effect for<\/p>\n<\/p>\n

34<\/p>\n

\n

\n

the Borrowing of which such Loan is part plus the Applicable Margin from time
\nto time in effect, (ii) in the case of each Eurocurrency Standby Loan in Euros,
\nthe Adjusted EURIBO Rate for the Interest Period in effect for the Borrowing of
\nwhich such Loan is part plus the Applicable Margin from time to time in effect,
\n(iii) in the case of each Eurocurrency Competitive Loan denominated in Dollars
\nor any Alternative Currency (other than Euros), the LIBO Rate for the Interest
\nPeriod in effect for the Borrowing of which such Loan is a part plus the
\nCompetitive Margin offered by the Lender making such Loan and accepted by the
\napplicable Borrower pursuant to Section 2.03 and (iv) in the case of each
\nEurocurrency Competitive Loan denominated in Euros, the EURIBO Rate for the
\nInterest Period in effect for the Borrowing of which such Loan is a part plus
\nthe Competitive Margin offered by the Lender making such Loan and accepted by
\nthe applicable Borrower pursuant to Section 2.03.<\/p>\n<\/p>\n

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

(c) Subject to the provisions of Section 2.09, each Fixed Rate Loan shall
\nbear interest at a rate per annum (computed on the basis of the actual number of
\ndays elapsed over a year of 360 days) equal to the fixed rate of interest
\noffered by the Lender making such Loan and accepted by the applicable Borrower
\npursuant to Section 2.03.<\/p>\n<\/p>\n

(d) Interest on each Loan shall be payable in arrears on each Interest
\nPayment Date applicable to such Loan except as otherwise provided in this
\nAgreement. In the event of any conversion of any Eurocurrency Standby Loan prior
\nto the end of the current Interest Period therefor, accrued interest on such
\nLoan shall be payable on the effective date of such conversion. The applicable
\nLIBO Rate, EURIBO Rate or Alternate Base Rate for each Interest Period or day
\nwithin an Interest Period, as the case may be, shall be determined by the
\nAdministrative Agent, and such determination shall be conclusive absent manifest
\nerror.<\/p>\n<\/p>\n

SECTION 2.09. Default Interest<\/u>. If any Borrower shall default in the
\npayment of the principal of or interest on any Loan or any other amount becoming
\ndue hereunder, whether by scheduled maturity, notice of prepayment, acceleration
\nor otherwise, such Borrower shall on demand from time to time from the
\nAdministrative Agent pay interest, to the extent permitted by law, on such
\ndefaulted amount up to (but not including) the date of actual payment (after as
\nwell as before judgment) at a rate per annum<\/p>\n<\/p>\n

35<\/p>\n

\n

\n

(computed on the basis of the actual number of days elapsed over a year of
\n360 days) equal to the Alternate Base Rate plus 2% per annum (or, in the case of
\nthe principal of any Loan, if higher, the rate of interest otherwise applicable,
\nor most recently applicable, to such Loan hereunder plus 2% per annum).<\/p>\n<\/p>\n

SECTION 2.10. Alternate Rate of Interest<\/u>. (a) In the event, and on
\neach occasion, that on the day two Business Days prior to the commencement of
\nany Interest Period for a Eurocurrency Borrowing of any Type the Administrative
\nAgent shall have determined that Dollar deposits or deposits in the Alternative
\nCurrency in which such Borrowing is to be denominated in the principal amounts
\nof the Loans comprising such Borrowing are not generally available in the London
\ninterbank market, or that reasonable means do not exist for ascertaining the
\nLIBO Rate or EURIBO Rate, the Administrative Agent shall, as soon as practicable
\nthereafter, give written or telecopy notice of such determination to the
\napplicable Borrower and the Lenders and, until the Administrative Agent shall
\nhave advised the applicable Borrower and the Lenders that the circumstances
\ngiving rise to such notice no longer exist, (i) any request by a Borrower for a
\nEurocurrency Competitive Borrowing pursuant to Section 2.03 shall be of no force
\nor effect and shall be denied by the Administrative Agent, (ii) any request by a
\nBorrower for a Eurocurrency Standby Borrowing of the affected Type or in the
\naffected currency shall be deemed to be a request for an ABR Borrowing
\ndenominated in Dollars and (iii) any Interest Election Request that requests the
\nconversion of any Standby Borrowing to, or continuation of any Standby Borrowing
\nas, a Eurocurrency Borrowing shall be ineffective, and unless repaid such
\nBorrowing shall be converted to or continued on the last day of the Interest
\nPeriod applicable thereto (A) if such Borrowing is denominated in Dollars, as an
\nABR Borrowing, or (B) if such Borrowing is denominated in any Alternative
\nCurrency, as a Borrowing bearing interest at such rate as the Administrative
\nAgent shall determine adequately and fairly reflects the cost to the affected
\nLenders (or Lender) of making or maintaining their Loans (or its Loan) included
\nin such Borrowing for such Interest Period plus the Applicable Margin.<\/p>\n<\/p>\n

(b) In the event, and on each occasion, that on the day two Business Days
\nprior to the commencement of any Interest Period for a Eurocurrency Borrowing of
\nany Type the Administrative Agent shall have been advised by the Required
\nLenders that the rates at which Dollar deposits or deposits in the Alternative
\nCurrency in which such Borrowing is to be denominated in the principal amounts
\nof the Loans comprising such Borrowing are being offered will not adequately and
\nfairly reflect the cost to such Lenders of making or maintaining Eurocurrency
\nLoans during such Interest Period, the Administrative Agent, may in consultation
\nwith the affected Lenders, give written or telecopy notice of such determination
\nto the<\/p>\n<\/p>\n

36<\/p>\n

\n

\n

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

Each determination by the Administrative Agent under this Section 2.10 shall
\nbe conclusive absent manifest error.<\/p>\n<\/p>\n

SECTION 2.11. Termination and Reduction of Commitments<\/u>. (a)Unless
\npreviously terminated, the Commitments shall terminate on the Termination Date.\n<\/p>\n<\/p>\n

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

37<\/p>\n

\n

\n

(c) Subject to the last sentence of Section 2.11(b), reduction in the Total
\nCommitment hereunder shall be made ratably among the Lenders in accordance with
\ntheir respective Commitments. Subject to the last sentence of Section 2.06(a),
\nthe Company shall pay to the Administrative Agent for the account of the
\nLenders, on the date of each termination or reduction, the Commitment Fees on
\nthe amount of the Commitments so terminated or reduced accrued to but not
\nincluding the date of such termination or reduction.<\/p>\n<\/p>\n

(d) A Commitment terminated or reduced under this Section 2.11 may not be
\nreinstated.<\/p>\n<\/p>\n

SECTION 2.12. Prepayment<\/u>. (a) Each Borrower shall have the right at
\nany time and from time to time to prepay any Standby Borrowing, in whole or in
\npart, upon giving written or telecopy notice (or telephone notice promptly
\nconfirmed by written or telecopy notice) to the Administrative Agent: (i) in the
\ncase of Eurocurrency Loans before 11:00 a.m., New York City time, three Business
\nDays prior to prepayment and (ii) in the case of ABR Loans, before 11:00 a.m.,
\nNew York City time, one Business Day prior to prepayment; provided<\/u>,
\nhowever<\/u>, that each partial prepayment shall be in an amount which is an
\nintegral multiple of $1,000,000 and not less than $5,000,000. The Borrowers
\nshall not have the right to prepay any Competitive Borrowing.<\/p>\n<\/p>\n

(b) If the sum of (i) the aggregate Committed Credit Exposure of all the
\nLenders and (ii) the outstanding aggregate principal amount or Assigned Dollar
\nValue of all Competitive Loans made by all the Lenders shall at any time exceed
\nthe Total Commitment, then (A) on the last day of any Interest Period for any
\nEurocurrency Standby Borrowing and (B) on any other date in the event any ABR
\nBorrowing shall be outstanding, the Borrowers shall prepay Standby Loans in an
\namount equal to the lesser of (x) the amount necessary to eliminate such excess
\n(after giving effect to any other prepayment of Loans on such day) and (y) the
\namount of the applicable Borrowings referred to in clause (i) or (ii), as
\napplicable. If, on any date, the sum of (1) the aggregate Committed Credit
\nExposure of all the Lenders and (2) the outstanding aggregate principal amount
\nor Assigned Dollar Value of all Competitive Loans made by all the Lenders shall
\nexceed 105% of the Total Commitment, then the Borrowers shall, not later than
\nthe third Business Day following the date notice of such excess is received from
\nthe Administrative Agent, prepay one or more Standby Borrowings in an aggregate
\nprincipal amount sufficient to eliminate such excess.<\/p>\n<\/p>\n

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

38<\/p>\n

\n

\n

(d) Each notice of prepayment under this Section 2.12 shall specify the
\nprepayment date and the principal amount of each Borrowing (or portion thereof)
\nto be prepaid, shall be irrevocable and shall commit the applicable Borrower to
\nprepay such Borrowing (or portion thereof) by the amount stated therein on the
\ndate stated therein. All prepayments under this Section 2.12 shall be subject to
\nSection 2.15 but otherwise without premium or penalty.<\/p>\n<\/p>\n

SECTION 2.13. Reserve Requirements: Change in Circumstances<\/u>. (a)
\nNotwithstanding any other provision herein, if after the date of this Agreement
\nany change in applicable law or regulation or in the interpretation or
\nadministration thereof by any governmental authority charged with the
\ninterpretation or administration thereof (whether or not having the force of
\nlaw) shall change the basis of taxation of payments to any Lender (or any
\nlending office of any Lender) of the principal of or interest on any
\nEurocurrency Loan or Fixed Rate Loan made by such Lender or any Fees or other
\namounts payable hereunder (other than changes in respect of taxes imposed on the
\noverall net income of such Lender by the jurisdiction in which such Lender has
\nits principal office or by any political subdivision or taxing authority
\ntherein), or shall impose, modify or deem applicable any reserve, special
\ndeposit or similar requirement against assets of, deposits with or for the
\naccount of or credit extended by such Lender (or any lending office of such
\nLender), or shall impose on such Lender or the London interbank market any other
\ncondition affecting this Agreement or any Eurocurrency Loan or Fixed Rate Loan
\nmade by such Lender, and the result of any of the foregoing shall be to increase
\nthe cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed
\nRate Loan or to reduce the amount of any sum received or receivable by such
\nLender hereunder (whether of principal, interest or otherwise) by an amount
\ndeemed by such Lender to be material, then the Company shall (or shall cause the
\nBorrowers to) pay to such Lender upon demand such additional amount or amounts
\nas will compensate such Lender for such additional costs incurred or reduction
\nsuffered. Notwithstanding the foregoing, no Lender shall be entitled to request
\ncompensation under this paragraph with respect to any Competitive Loan if it
\nshall have been aware of the change giving rise to such request at the time of
\nsubmission of the Competitive Bid pursuant to which such Competitive Loan shall
\nhave been made.<\/p>\n<\/p>\n

(b) If any Lender shall have determined that any change after the date hereof
\nin the applicability of any law, rule, regulation or guideline adopted pursuant
\nto or arising out of the July 1988 report of the Basel Committee on Banking
\nRegulations and Supervisory Practices entitled<\/p>\n<\/p>\n

39<\/p>\n

\n

\n

“International Convergence of Capital Measurement and Capital Standards”, or
\nthe adoption after the date hereof of any other law, rule, regulation or
\nguideline regarding capital adequacy, or any change in any of the foregoing or
\nin the interpretation or administration of any of the foregoing by any
\ngovernmental authority, central bank or comparable agency charged with the
\ninterpretation or administration thereof, or compliance by any Lender (or any
\nlending office of such Lender) or any Lender153s holding company with any request
\nor directive regarding capital adequacy (whether or not having the force of law)
\nof any such authority, central bank or comparable agency, has or would have the
\neffect of reducing the rate of return on such Lender153s capital or on the capital
\nof such Lender153s holding company, if any, as a consequence of this Agreement or
\nthe Loans made by such Lender pursuant hereto to a level below that which such
\nLender or such Lender153s holding company could have achieved but for such
\napplicability, adoption, change or compliance (taking into consideration such
\nLender153s policies and the policies of such Lender153s holding company with respect
\nto capital adequacy) by an amount deemed by such Lender to be material, then
\nfrom time to time the Company shall (or shall cause the responsible Borrower to)
\npay to such Lender such additional amount or amounts as will compensate such
\nLender or such Lender153s holding company for any such reduction suffered.<\/p>\n<\/p>\n

(c) A certificate of a Lender setting forth such amount or amounts as shall
\nbe necessary to compensate such Lender as specified in paragraph (a) or (b)
\nabove, as the case may be, shall be delivered to the Company and shall be
\nconclusive absent manifest error. The Company shall (or shall cause the
\nresponsible Borrower to) pay each Lender the amount shown as due on any such
\ncertificate delivered by it within 10 days after the receipt of the same.<\/p>\n<\/p>\n

(d) Except as provided below in this paragraph (d), failure on the part of
\nany Lender to demand compensation for any increased costs or reduction in
\namounts received or receivable or reduction in return on capital with respect to
\nany period shall not constitute a waiver of such Lender153s right to demand
\ncompensation with respect to such period or any other period. The protection of
\nthis Section shall be available to each Lender regardless of any possible
\ncontention of the invalidity or inapplicability of the law, rule, regulation,
\nguideline or other change or condition which shall have occurred or been
\nimposed. No Lender shall be entitled to compensation under this Section 2.13 for
\nany costs incurred or reductions suffered with respect to any date unless it
\nshall have notified the Company that it will demand compensation for such costs
\nor reductions not more than 60 days after the later of (i) such date and (ii)
\nthe date on which it shall have, or should have, become aware of such costs or
\nreductions.<\/p>\n<\/p>\n

40<\/p>\n

\n

\n

SECTION 2.14. Change in Legality<\/u>. (a) Notwithstanding any other
\nprovision herein, if, after the date hereof, (i) any change in any law or
\nregulation or in the interpretation thereof by any Governmental Authority
\ncharged with the administration or interpretation thereof shall make it unlawful
\nfor any Lender to make or maintain any Eurocurrency Loan or Alternative Currency
\nLoan or to give effect to its obligations as contemplated hereby with respect to
\nany Eurocurrency Loan or Alternative Currency Loan, or (ii) there shall have
\noccurred any change in national or international financial, political or
\neconomic conditions (including the imposition of or any change in exchange
\ncontrols) or currency exchange rates which would make it impracticable for any
\nLender to make Loans denominated in such Alternative Currency or to any
\nBorrower, then, by written notice to the Company and to the Administrative
\nAgent, such Lender may:<\/p>\n<\/p>\n

(i) declare that Eurocurrency Loans or Alternative Currency Loans (in the
\naffected currency or currencies or to the affected Borrower), as the case may
\nbe, will not thereafter (for the duration of such unlawfulness or
\nimpracticability) be made by such Lender hereunder, whereupon such Lender shall
\nnot submit a Competitive Bid in response to a request for such Alternative
\nCurrency Loans or Eurocurrency Competitive Loans and any request by a Borrower
\nfor a Eurocurrency Standby Borrowing or Alternative Currency Borrowing (in the
\naffected currency or currencies or to the affected Borrower), as the case may
\nbe, shall, as to such Lender only, be deemed a request for an ABR Loan or a Loan
\ndenominated in Dollars, as the case may be, unless such declaration shall be
\nsubsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made
\nfor the reasons specified above, such request shall be deemed to have been
\nwithdrawn); and<\/p>\n<\/p>\n

(ii) require that all outstanding Eurocurrency Loans or Alternative Currency
\nLoans (in the affected currency or currencies or to the affected Borrower), as
\nthe case may be, made by it be converted to ABR Loans denominated in Dollars in
\nwhich event all such Eurocurrency Loans or Alternative Currency Loans (in the
\naffected currency or currencies or to the affected Borrower) shall be
\nautomatically converted to ABR Loans denominated in Dollars as of the effective
\ndate of such notice as provided in paragraph (b) below.<\/p>\n<\/p>\n

In the event any Lender shall exercise its rights under (i) or (ii) above,
\nall payments and prepayments of principal which would otherwise have been
\napplied to repay the Eurocurrency Loans or Alternative Currency Loans, as the
\ncase may be, that would have been made by such Lender or the converted
\nEurocurrency Loans or Alternative Currency Loans, as the case may be, of such
\nLender shall instead be applied to repay the ABR Loans or Loans denominated in
\nDollars, as the case may be, made by such Lender in lieu of, or resulting from\n<\/p>\n<\/p>\n

41<\/p>\n

\n

\n

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

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

SECTION 2.15. Indemnity<\/u>. Each Borrower shall indemnify each Lender
\nagainst any loss or reasonable expense which such Lender may sustain or incur as
\na consequence of (a) any failure by such Borrower to fulfill on the date of any
\nborrowing hereunder the applicable conditions set forth in Article IV, (b) any
\nfailure by such Borrower (other than any such failure caused by a default by
\nsuch Lender) to borrow or to convert or continue any Loan hereunder after
\nirrevocable notice of such borrowing, conversion or continuation has been given
\npursuant to Section 2.03 or 2.04, (c) any payment, prepayment, conversion or
\ntransfer of a Eurocurrency Loan or Fixed Rate Loan required by any other
\nprovision of this Agreement or otherwise made or deemed made on a date other
\nthan the last day of the Interest Period applicable thereto, (d) any default in
\npayment or prepayment of the principal amount of any Loan or any part thereof or
\ninterest accrued thereon, as and when due and payable (at the due date thereof,
\nwhether by scheduled maturity, acceleration, irrevocable notice of prepayment or
\notherwise) or (e) the assignment of any Eurocurrency Loan other than on the last
\nday of an Interest Period therefor as a result of a request by the Company
\npursuant to Section 2.20(b), including, in each such case, any loss or
\nreasonable expense sustained or incurred or to be sustained or incurred in
\nliquidating or employing deposits from third parties acquired to effect or
\nmaintain such Loan or any part thereof as a Eurocurrency Loan or Fixed Rate Loan
\nbut excluding any loss of profit or anticipated profit such as the Applicable
\nMargin. Such loss or reasonable expense shall include an amount equal to the
\nexcess, if any, as reasonably determined by such Lender, of (i) its cost of
\nobtaining the funds for the Loan being paid, prepaid, converted, transferred or
\nnot borrowed (assumed to be the LIBO Rate or, in the case of a Fixed Rate Loan,
\nthe fixed rate of interest applicable thereto) for the period from the date of
\nsuch payment, prepayment, conversion, transfer or failure to borrow to the last
\nday of the Interest Period for such Loan (or, in the case of a<\/p>\n<\/p>\n

42<\/p>\n

\n

\n

failure to borrow, convert or continue, the Interest Period for such Loan
\nwhich would have commenced on the date of such failure) over (ii) the amount of
\ninterest (as reasonably determined by such Lender) that would be realized by
\nsuch Lender in reemploying the funds so paid, prepaid, converted, transferred or
\nnot borrowed for such period or Interest Period, as the case may be. A
\ncertificate of any Lender setting forth any amount or amounts which such Lender
\nis entitled to receive pursuant to this Section shall be delivered to the
\nCompany and shall be conclusive absent manifest error.<\/p>\n<\/p>\n

SECTION 2.16. Pro Rata Treatment<\/u>. Except as required under Section
\n2.14, each Standby Borrowing, each payment or prepayment of principal of any
\nStandby Borrowing, each payment of interest on the Standby Loans, each payment
\nof the Commitment Fees, each reduction of the Commitments and each conversion of
\nany Borrowing into, or continuation of, a Standby Borrowing of any Type, shall
\nbe allocated pro rata among the Lenders in accordance with their respective
\nCommitments (or, if such Commitments shall have expired or been terminated, in
\naccordance with the respective principal amounts of their outstanding Standby
\nLoans). Each payment of principal of any Competitive Borrowing shall be
\nallocated pro rata among the Lenders participating in such Borrowing in
\naccordance with the respective principal amounts of their outstanding
\nCompetitive Loans comprising such Borrowing. Each payment of interest on any
\nCompetitive Borrowing shall be allocated pro rata among the Lenders
\nparticipating in such Borrowing in accordance with the respective amounts of
\naccrued and unpaid interest on their outstanding Competitive Loans comprising
\nsuch Borrowing. For purposes of determining (i) the aggregate available
\nCommitments of the Lenders at any time and (ii) the available Commitment of each
\nLender, each outstanding Competitive Borrowing shall be deemed to have utilized
\nthe Commitments of the Lenders (including those Lenders which shall not have
\nmade Loans as part of such Competitive Borrowing) pro rata in accordance with
\nsuch respective Commitments; provided<\/u>, however<\/u>, that for purposes
\nof determining payments of Commitment Fees under Section 2.06, each outstanding
\nCompetitive Borrowing shall be deemed to have utilized the Commitments of only
\nthe Lenders that have made Competitive Loans comprising such Competitive
\nBorrowing (it being understood that the Commitment of Lenders which shall not
\nhave made Loans as part of such Competitive Borrowing shall not be deemed
\nutilized as a result of such Competitive Borrowing). Each Lender agrees that in
\ncomputing such Lender153s portion of any Borrowing to be made hereunder, the
\nAdministrative Agent may, in its discretion, round each Lender153s percentage of
\nsuch Borrowing to the next higher or lower whole Dollar (or comparable unit of
\nany applicable Alternative Currency) amount.<\/p>\n<\/p>\n

SECTION 2.17. Sharing of Setoffs<\/u>. Each Lender agrees that if it shall,
\nthrough the exercise of a right of banker153s lien, setoff or counterclaim<\/p>\n<\/p>\n

43<\/p>\n

\n

\n

against any Borrower, or pursuant to a secured claim under Section 506 of
\nTitle 11 of the United States Code or other security or interest arising from,
\nor in lieu of, such secured claim, received by such Lender under any applicable
\nbankruptcy, insolvency or other similar law or otherwise, or by any other means,
\nobtain payment (voluntary or involuntary) in respect of any Standby Loan or
\nStandby Loans as a result of which the unpaid principal portion of its Standby
\nLoans shall be proportionately less than the unpaid principal portion of the
\nStandby Loans of any other Lender, it shall be deemed simultaneously to have
\npurchased from such other Lender at face value, and shall promptly pay to such
\nother Lender the purchase price for, a participation in the Standby Loans of
\nsuch other Lender, so that the aggregate unpaid principal amount of the Standby
\nLoans and participations in the Standby Loans held by each Lender shall be in
\nthe same proportion to the aggregate unpaid principal amount of all Standby
\nLoans then outstanding as the principal amount of its Standby Loans prior to
\nsuch exercise of banker153s lien, setoff or counterclaim or other event was to the
\nprincipal amount of all Standby Loans outstanding prior to such exercise of
\nbanker153s lien, setoff or counterclaim or other event; provided<\/u>,
\nhowever,<\/u> that, if any such purchase or purchases or adjustments shall be
\nmade pursuant to this Section 2.17 and the payment giving rise thereto shall
\nthereafter be recovered, such purchase or purchases or adjustments shall be
\nrescinded to the extent of such recovery and the purchase price or prices or
\nadjustment restored without interest. Each Borrower expressly consents to the
\nforegoing arrangements and agrees that any Lender holding a participation in a
\nStandby Loan deemed to have been so purchased may exercise any and all rights of
\nbanker153s lien, setoff or counterclaim with respect to any and all moneys owing
\nby such Borrower to such Lender by reason thereof as fully as if such Lender had
\nmade a Standby Loan directly to such Borrower in the amount of such
\nparticipation.<\/p>\n<\/p>\n

SECTION 2.18. Payments<\/u>. (a) Each Borrower shall make each payment
\n(including principal of or interest on any Borrowing or any Fees or other
\namounts) hereunder and under each other Loan Document not later than 12:00 noon,
\nlocal time at the place of payment, on the date when due in immediately
\navailable funds. Each such payment shall be made to the Administrative Agent153s
\nOffice. Each such payment (other than principal of and interest on Alternative
\nCurrency Loans, which shall be made in the applicable Alternative Currency)
\nshall be made in Dollars. Each such payment will be made without setoff,
\ncounterclaim or other deduction.<\/p>\n<\/p>\n

(b) Whenever any payment (including principal of or interest on any Borrowing
\nor any Fees or other amounts) hereunder or under any other Loan Document shall
\nbecome due, or otherwise would occur, on a day that is not a Business Day, such
\npayment may be made on the next succeeding Business Day, and such extension of
\ntime shall in such case be included in the computation of interest or Fees, if
\napplicable.<\/p>\n<\/p>\n

44<\/p>\n

\n

\n

SECTION 2.19. Taxes<\/u>. (a) Any and all payments by or on account of any
\nobligation of each Borrower to or for the account of any Lender or the
\nAdministrative Agent hereunder shall be made, in accordance with Section 2.18,
\nfree and clear of and without deduction for any and all current or future taxes,
\nlevies, imposts, deductions, assessments, duties, fees, withholdings or other
\ncharge of whatever nature now or hereafter imposed, and all liabilities with
\nrespect thereto, including any interest, additions to tax or penalties
\napplicable thereto, but excluding<\/u> (i) income taxes imposed on the net
\nincome of the Administrative Agent or any Lender (or any transferee or assignee
\nthereof, including a participation holder (any such individual or entity, a
\n“Transferee<\/u>“)), franchise and gross margin taxes imposed in lieu of tax
\non the net income of the Administrative Agent or any Lender (or Transferee), in
\neach case by the jurisdiction under the laws of which the Administrative Agent
\nor such Lender (or Transferee) is organized, domiciled, resident or doing
\nbusiness or any political subdivision thereof and, in the case of any Lender (or
\nTransferee), by the jurisdiction in which its applicable lending office is
\nlocated, and (ii) any branch profits tax imposed by the United States or any
\nsimilar tax imposed by any other jurisdiction described in clause (i) above on
\nany Lender, any Transferee or the Administrative Agent (all such nonexcluded
\ntaxes, levies, imposts, deductions, assessments, duties, fees, withholdings,
\nother charges and liabilities, interest, additions to tax and penalties,
\ncollectively or individually, “Taxes<\/u>“). If any Borrower shall be required
\nto deduct any Taxes from or in respect of any sum payable hereunder to any
\nLender (or any Transferee) or the Administrative Agent, (i) the sum payable by
\nsuch Borrower or any guarantor thereof shall be increased by the amount (an
\n“additional amount<\/u>“) necessary so that after making all required
\ndeductions (including deductions applicable to additional sums payable under
\nthis Section 2.19) such Lender (or Transferee) or the Administrative Agent (as
\nthe case may be) shall receive an amount equal to the sum it would have received
\nhad no such deductions been made, (ii) each Borrower (or any guarantor making
\nsuch payments) shall make such deductions and (iii) each Borrower (or any
\nguarantor making such deductions) shall pay the full amount deducted to the
\nrelevant Governmental Authority in accordance with applicable law;
\nprovided<\/u> that the Administrative Agent may make such deductions and pay
\nthe full amount deducted to the relevant Governmental Authority in accordance
\nwith applicable law on behalf of any Borrower (or any guarantor making such
\npayments).<\/p>\n<\/p>\n

(b) In addition, each Borrower agrees to bear and to pay to the relevant
\nGovernmental Authority in accordance with applicable law any current or future
\nrecording, stamp, documentary, excise, transfer, sales, property or similar
\ntaxes, charges or levies that arise from any payment made hereunder or under any
\nother Loan Document or from the execution, delivery or registration of,
\nenforcement of, or otherwise with respect to, this Agreement or any other Loan
\nDocument (“Other Taxes<\/u>“).<\/p>\n<\/p>\n

45<\/p>\n

\n

\n

(c) The Borrowers will indemnify each Lender (or Transferee) and the
\nAdministrative Agent, within 10 days after written demand therefor, for the full
\namount of Taxes and Other Taxes paid by such Lender (or Transferee) or the
\nAdministrative Agent, as the case may be, on or with respect to any payment by
\nor on account of any obligation of any Borrower hereunder or under any other
\nLoan Document (including Taxes or Other Taxes imposed or asserted on or
\nattributable to amounts payable under this Section) and any liability and any
\npenalties, interest and expenses (including reasonable attorney153s fees and
\nexpenses) arising therefrom or with respect thereto, whether or not such Taxes
\nor Other Taxes were correctly or legally asserted by the relevant Governmental
\nAuthority except if incurred primarily as a result of the gross negligence or
\nwillful misconduct of the recipient. A certificate as to the amount of such
\npayment or liability prepared by the Administrative Agent, a Lender, or the
\nAdministrative Agent on its behalf, absent manifest error, shall be final,
\nconclusive and binding for all purposes.<\/p>\n<\/p>\n

(d) If a Lender (or Transferee) or the Administrative Agent shall become
\naware that it is entitled to claim a refund from a Governmental Authority in
\nrespect of Taxes or Other Taxes as to which it has been indemnified by a
\nBorrower, or with respect to which any Borrower has paid additional amounts,
\npursuant to this Section 2.19, it shall promptly notify the Company of the
\navailability of such refund claim and shall, within 30 days after receipt of a
\nrequest by the Company, make a claim to such Governmental Authority for such
\nrefund at the Company153s expense. If a Lender (or Transferee) or the
\nAdministrative Agent receives a refund (including pursuant to a claim for refund
\nmade pursuant to the preceding sentence) in respect of any Taxes or Other Taxes
\nas to which it has been indemnified by a Borrower or with respect to which any
\nBorrower has paid additional amounts, in either case, pursuant to this Section
\n2.19, it shall within 30 days from the date of such receipt pay over such refund
\nto the Company on behalf of the relevant Borrower (but only to the extent of
\nindemnity payments made, or additional amounts paid, by such Borrower under this
\nSection 2.19 with respect to the Taxes or Other Taxes giving rise to such
\nrefund), net of withholding taxes applicable to such payment and all
\nout-of-pocket expenses of such Lender (or Transferee) or the Administrative
\nAgent and without interest (other than interest paid by the relevant
\nGovernmental Authority with respect to such refund); provided<\/u>,
\nhowever,<\/u> that the Company, upon the request of such Lender (or
\nTransferee) or the Administrative Agent, agrees to (or to cause the responsible
\nBorrower to) repay the amount paid over to the Company (plus penalties, interest
\nor other charges imposed by the relevant Governmental Authority) to such Lender
\n(or Transferee) or the Administrative Agent in the event such Lender (or
\nTransferee) or the Administrative Agent is required to repay such refund (or
\nportion thereof) to such Governmental Authority.<\/p>\n<\/p>\n

46<\/p>\n

\n

\n

(e) As soon as practicable after the date of any payment of Taxes or Other
\nTaxes by any Borrower to the relevant Governmental Authority, the Company will
\ndeliver to the Administrative Agent, at its address referred to in Section
\n10.01, the original or a certified copy of a receipt issued by such Governmental
\nAuthority evidencing payment of the full amount thereof.<\/p>\n<\/p>\n

(f) Without prejudice to the survival of any other agreement contained
\nherein, the agreements and obligations contained in this Section 2.19 shall
\nsurvive the payment in full of the principal of and interest on all Loans made
\nhereunder.<\/p>\n<\/p>\n

(g) Each Lender (or Transferee) or other person entitled to the benefit of
\nthis Section 2.19 that is organized under the laws of a jurisdiction other than
\nthe United States, any State thereof or the District of Columbia (a
\n“Non-U.S. Lender<\/u>“) shall deliver to the Company and the Administrative
\nAgent two copies of either United States Internal Revenue Service Form W-8BEN or
\nForm W-8ECI (or successor form), or, in the case of a Non-U.S. Lender claiming
\nexemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of
\nthe Code with respect to payments of “portfolio interest”, a Form W-8BEN, or any
\nsubsequent versions thereof or successors thereto (and, if such Non-U.S. Lender
\ndelivers a Form W-8BEN, a certificate representing that such Non-U.S. Lender is
\nnot a bank for purposes of Section 881(c) of the Code, is not a 10-percent
\nshareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the
\nCompany and is not a controlled foreign corporation related to the Company
\n(within the meaning of Section 864(d)(4) of the Code)), properly completed and
\nduly executed by such Non-U.S. Lender claiming complete exemption from, or
\nreduced rate of, U.S. Federal withholding tax on payments under this Agreement
\nand the other Loan Documents by any Borrower that is a United States person
\nwithin the meaning of Section 7701(a)(30) of the Code (a “U.S.
\nBorrower<\/u>“). Such forms shall be delivered by each Non-U.S. Lender on or
\nbefore the date it becomes a party to this Agreement (or, in the case of a
\nTransferee that is a participation holder, on or before the date such
\nparticipation holder becomes a Transferee hereunder) and on or before the date,
\nif any, such Non-U.S. Lender changes its applicable lending office by
\ndesignating a different lending office (a “New Lending Office<\/u>“). In
\naddition, each Non-U.S. Lender shall deliver such forms promptly upon the
\nobsolescence or invalidity of any form previously delivered by such Non-U.S.
\nLender. Notwithstanding any other provision of this Section 2.19(g), a Non-U.S.
\nLender shall not be required to deliver any form pursuant to this Section
\n2.19(g) that such Non-U.S. Lender is not legally able to deliver.<\/p>\n<\/p>\n

47<\/p>\n

\n

\n

(h) No U.S. Borrower shall be required to indemnify any Non-U.S. Lender, or
\nto pay any additional amounts to any Non-U.S. Lender, in respect of United
\nStates Federal withholding tax pursuant to paragraph (a) or (c) above to the
\nextent that (i) the obligation to withhold amounts with respect to United States
\nFederal withholding tax existed on the date such Non-U.S. Lender became a party
\nto this Agreement (or, in the case of a Transferee that is a participation
\nholder, on the date such participation holder became a Transferee hereunder) or,
\nwith respect to payments to a New Lending Office, the date such Non-U.S. Lender
\ndesignated such New Lending Office with respect to a Loan; provided<\/u>,
\nhowever,<\/u> that this clause (i) shall not apply to any Transferee or New
\nLending Office that becomes a Transferee or New Lending Office as a result of an
\nassignment, participation, transfer or designation made at the request of the
\nCompany; and provided further<\/u>, however,<\/u> that this clause (i) shall
\nnot apply to the extent the indemnity payment or additional amounts any
\nTransferee, or Lender (or Transferee) through a New Lending Office, would be
\nentitled to receive (without regard to this clause (i)) do not exceed the
\nindemnity payment or additional amounts that the person making the assignment,
\nparticipation or transfer to such Transferee, or Lender (or Transferee) making
\nthe designation of such New Lending Office, would have been entitled to receive
\nin the absence of such assignment, participation, transfer or designation or
\n(ii) the obligation to pay such additional amounts would not have arisen but for
\na failure by such Non-U.S. Lender to comply with the provisions of paragraph (g)
\nabove, except as a result of a change in applicable law after the date such
\nLender became a party to this Agreement, or in the case of a participant, after
\nthe date such participant purchased the related participation interest.<\/p>\n<\/p>\n

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

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

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

48<\/p>\n

\n

\n

shall provide the Company and the Administrative Agent two properly completed
\nand executed original copies of Internal Revenue Service Form W-9 (or any
\nsuccessor form). Such form shall be delivered on or before the date such Lender
\nor other person becomes a party to this Agreement (or, in the case of a
\nTransferee that is a participation holder, on or before the date such
\nparticipation holder becomes a Transferee hereunder).<\/p>\n<\/p>\n

SECTION 2.20. Assignment of Commitments Under Certain Circumstances<\/u>.
\n(a) Any Lender (or Transferee) claiming any additional amounts payable pursuant
\nto Section 2.13, Section 2.19 or Section 2.22 shall use reasonable efforts
\n(consistent with legal and regulatory restrictions) to file any certificate or
\ndocument requested by the Company or to change the jurisdiction of its
\napplicable lending office if the making of such a filing or change would avoid
\nthe need for or reduce the amount of any such additional amounts which may
\nthereafter accrue and would not, in the judgment of such Lender, be otherwise
\ndisadvantageous to such Lender (or Transferee).<\/p>\n<\/p>\n

(b) In the event that any Lender shall have delivered a notice or certificate
\npursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make
\nadditional payments to any Lender under Section 2.19 or Section 2.22, the
\nCompany shall have the right, at its own expense, upon notice to such Lender and
\nthe Administrative Agent, to require such Lender to transfer and assign without
\nrecourse (in accordance with and subject to the restrictions contained in
\nSection 10.04) all its interests, rights and obligations under this Agreement to
\nanother financial institution acceptable to the Administrative Agent which shall
\nassume such obligations; provided<\/u> that (i) no such assignment shall
\nconflict with any law, rule or regulation or order of any Governmental
\nAuthority, (ii) no Event of Default shall have occurred and be continuing and
\n(iii) the Company or the assignee, as the case may be, shall pay to the affected
\nLender in immediately available funds on the date of such assignment the
\nprincipal of and interest accrued to the date of payment on the Loans made by it
\nhereunder and all other amounts accrued for its account or owed to it hereunder.\n<\/p>\n<\/p>\n

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

49<\/p>\n

\n

\n

Borrower153s status as an Approved Borrower by furnishing to the Administrative
\nAgent a letter (a “Termination Letter<\/u>“), substantially in the form of
\nExhibit F-2<\/u> hereto, duly completed and executed by the Company and such
\nApproved Borrower. Any Termination Letter furnished in accordance with this
\nSection 2.21 shall be effective upon receipt by the Administrative Agent.
\nNotwithstanding the foregoing, the delivery of a Termination Letter with respect
\nto any Approved Borrower shall not affect any obligation of such Approved
\nBorrower theretofore incurred. Each Subsidiary set forth in Schedule 2.21<\/u>
\nhereto shall be deemed an Approved Borrower until delivery of a Termination
\nLetter with respect to such Subsidiary. Notwithstanding any other provision
\nherein, no Lender shall be required to make any Loan to an Approved Borrower if
\nany applicable law or regulation shall make it unlawful for any such Lender to
\nmake or maintain any such Loan.<\/p>\n<\/p>\n

SECTION 2.22. Additional Costs<\/u>. (a) If and so long as any Lender is
\nrequired to make special deposits with the Bank of England, to maintain reserve
\nasset ratios or to pay fees, in each case in respect of such Lender153s
\nEurocurrency Loans in any Alternative Currency, such Lender may require the
\nrelevant Borrower to pay, contemporaneously with each payment of interest on
\neach of such Loans, additional interest on such Loan at a rate per annum equal
\nto the Mandatory Costs Rate calculated in accordance with the formula and in the
\nmanner set forth in Exhibit D<\/u> hereto.<\/p>\n<\/p>\n

(b) If and so long as any Lender is required to comply with reserve assets,
\nliquidity, cash margin or other requirements of any monetary or other authority
\n(including any such requirement imposed by the European Central Bank or the
\nEuropean System of Central Banks, but excluding requirements reflected in the
\nStatutory Reserve Rate or the Mandatory Costs Rate) in respect of any of such
\nLender153s Eurocurrency Loans in any Alternative Currency, such Lender may require
\nthe relevant Borrower to pay, contemporaneously with each payment of interest on
\neach of such Lender153s Eurocurrency Loans subject to such requirements,
\nadditional interest on such Loan at a rate per annum specified by such Lender to
\nbe the cost to such Lender of complying with such requirements in relation to
\nsuch Loan.<\/p>\n<\/p>\n

(c) Any additional interest owed pursuant to paragraph (a) or (b) above shall
\nbe determined by the relevant Lender, which determination shall be conclusive
\nabsent manifest error, and notified to the relevant Borrower (with a copy to the
\nAdministrative Agent) at least five Business Days before each date on which
\ninterest is payable for the relevant Loan, and such additional interest so
\nnotified to the relevant Borrower by such Lender shall be payable to the
\nAdministrative Agent for the account of such Lender on each date on which
\ninterest is payable for such Loan.<\/p>\n<\/p>\n

50<\/p>\n

\n

\n

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

SECTION 2.23. Increase in the Aggregate Commitments<\/u>. (a) The Company
\nmay, at any time prior to the Termination Date (including on the Effective
\nDate), by notice to the Administrative Agent, request that the aggregate amount
\nof the Commitments be increased by a minimum amount of $5,000,000 or an integral
\nmultiple of $1,000,000 in excess thereof (each a “Requested Commitment
\nIncrease<\/u>“), in each case to be effective as of a date that is no later than
\n90 days prior to the Termination Date (any date on which the aggregate
\nCommitments are increased pursuant to this Section 2.23, an “Increase
\nDate<\/u>“) as specified in the related notice to the Administrative Agent;
\nprovided<\/u>, however<\/u>, (i) that on and immediately following the
\nIncrease Date (A) in no event shall the aggregate amount of the Commitments at
\nany time exceed $700,000,000, and (B) the representations and warranties set
\nforth in Article III hereof shall be true and correct in all material respects
\non and as of the date of the Increase Date with the same effect as though made
\non and as of such date, except to the extent such representations and warranties
\nexpressly relate to an earlier date, and (ii) at the time of and immediately
\nafter giving effect to such Commitment Increase, no Event of Default or Default
\nshall have occurred and be continuing. Commitments may be increased pursuant to
\nthis Section 2.23 no more than once.<\/p>\n<\/p>\n

(b) The Administrative Agent shall promptly notify the Lenders of a request
\nby the Company for a Requested Commitment Increase, which notice shall include
\n(i) the proposed amount of the Requested Commitment Increase, (ii) the proposed
\nIncrease Date and (iii) the date which shall be no later than 30 days after the
\nreceipt by the Administrative Agent of notice from the Company pursuant to
\nSection 2.23(a) by which Lenders wishing to participate in the Requested
\nCommitment Increase must commit to an increase in the amount of their respective
\nCommitments (such date, the “Commitment Date<\/u>“). Each Lender that is
\nwilling to participate in such Requested Commitment Increase (each an
\n“Increasing Lender<\/u>“) shall, in its sole discretion, give written notice
\nto the Administrative Agent on or prior to the Commitment Date of the amount by
\nwhich it is willing to increase its<\/p>\n<\/p>\n

51<\/p>\n

\n

\n

Commitment (as to each Increasing Lender, its “Proposed Increase
\nAmount<\/u>“). If the aggregate Proposed Increase Amounts of all Increasing
\nLenders exceeds the Requested Commitment Increase, then allocations among the
\nIncreasing Lenders will be based on the ratio of each Increasing Lender153s
\nProposed Increase Amount to the aggregate of all Proposed Increase Amounts.<\/p>\n<\/p>\n

(c) Promptly following the Commitment Date, the Administrative Agent shall
\nnotify the Company as to the amount of the aggregate Proposed Increase Amounts.
\nIf the amount of the aggregate Proposed Increase Amounts is less than the
\nRequested Commitment Increase, then the Company may extend offers to third party
\nfinancial institutions to participate in any portion of the Requested Commitment
\nIncrease that has not been committed to by the Lenders as of the applicable
\nCommitment Date; provided<\/u>, however<\/u>, that the Commitment of each
\nsuch third party financial institution shall be in an amount equal to or greater
\nthan $10,000,000.<\/p>\n<\/p>\n

(d) On each Increase Date, (x) each third party financial institution that
\naccepts an offer to participate in a Requested Commitment Increase in accordance
\nwith Section 2.23 (a “New Lender<\/u>“) shall become a Lender party to this
\nAgreement as of such Increase Date, and (y) the Commitment of each Increasing
\nLender for such Requested Commitment Increase shall be increased by the
\nIncreasing Lender153s Proposed Increase Amount (or if less, the amount allocated
\nto such Lender pursuant to the last sentence of Section 2.23 as of such Increase
\nDate); provided<\/u>, however<\/u>, that the Administrative Agent shall have
\nreceived on or before such Increase Date the following, each dated such date:\n<\/p>\n<\/p>\n

(i) a Lender Joinder Agreement substantially in the form of Exhibit G<\/u>
\nhereto from each New Lender if any, duly executed by such financial institution,
\nthe Administrative Agent and the Company;<\/p>\n<\/p>\n

(ii) confirmation from each Increasing Lender of the increase in the amount
\nof its Commitment in a writing reasonably satisfactory to the Company and the
\nAdministrative Agent; and<\/p>\n<\/p>\n

(iii) a certificate of the Company, dated the Increase Date and signed by a
\nFinancial Officer of the Company, confirming compliance with the conditions
\nprecedent set forth in Section 2.23(a)(i)(B) and (a)(ii) above.<\/p>\n<\/p>\n

On each Increase Date, upon fulfillment of the conditions set forth in the
\nimmediately preceding sentence of this Section 2.23, the Administrative Agent
\nshall notify the Lenders (including, without limitation, each New Lender) and
\nthe Company, at or before 1:00 P.M. (New York City time), by facsimile, of the
\noccurrence of the Increase Date, the aggregate amount of the Commitment increase
\non such date and the aggregate amount of the<\/p>\n<\/p>\n

52<\/p>\n

\n

\n

Commitments after giving effect to such increase, to be effected on such
\nIncrease Date and shall record in the Register the relevant information with
\nrespect to each Increasing Lender and each New Lender (if any) on such date.
\nCommitments increased pursuant to this Section 2.23 shall be deemed a
\n“Commitment”. On each Increase Date, Schedule 2.01<\/u> hereto shall be
\nautomatically deemed to be revised to reflect any increases in the Commitments
\nof the Lenders and any Commitments of New Lenders. The Administrative Agent
\nshall distribute a copy of the revised Schedule 2.01<\/u> hereto to the
\nCompany and each Lender (including each New Lender) not later than the fifth
\nBusiness Day following the applicable Increase Date.<\/p>\n<\/p>\n

SECTION 2.24. Revolving Notes<\/u>. Any Lender may request that Loans made
\nby it (or its Commitment) be evidenced by one or more Revolving Notes. In such
\nevent, the Borrowers shall prepare, execute and deliver to such Lender a
\nRevolving Note or Revolving Notes (but in any event in an aggregate face amount
\nnot to exceed the Commitment of such Lender) payable to the order of such Lender
\nor, if requested by such Lender, to such Lender and its registered assigns.<\/p>\n<\/p>\n

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

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

Part A. Representations and Warranties of the Company.<\/u> The Company
\nrepresents and warrants to each of the Lenders that:<\/p>\n<\/p>\n

SECTION 3.01. Corporate Existence<\/u>. Each of the Company and its
\nSubsidiaries: (a) is a corporation, partnership or other entity duly organized,
\nvalidly existing and in good standing under the laws of the jurisdiction of its
\norganization; (b) has all requisite corporate or other power, and has all
\nmaterial governmental licenses, authorizations, consents and approvals necessary
\nto own its assets and carry on its business as now being or as proposed to be
\nconducted; and (c) is qualified to do business and is in good standing in all
\njurisdictions in which the nature of the business conducted by it makes such
\nqualification necessary and where failure so to qualify could (either
\nindividually or in the aggregate) have a Material Adverse Effect.<\/p>\n<\/p>\n

SECTION 3.02. Financial Condition.<\/u> Harsco Corporation has heretofore
\nfurnished to each of the Lenders a consolidated balance sheet of Harsco
\nCorporation and its Subsidiaries as at December 31, 2008, and the related
\nconsolidated statements of income, cash flows and changes in shareholders153
\nequity of Harsco Corporation and its Subsidiaries for the fiscal year ended on
\nsuch date, with the opinion thereon of PricewaterhouseCoopers LLP, and the
\nunaudited consolidated balance sheet of Harsco Corporation and its Subsidiaries
\nas at September 30, 2009, and the related consolidated statements of income and
\ncash flows of Harsco Corporation and its Subsidiaries<\/p>\n<\/p>\n

53<\/p>\n

\n

\n

for the nine-month period ended on such date. All such financial statements
\npresent fairly, in all material respects, the consolidated financial condition
\nof Harsco Corporation and its Subsidiaries as at such dates and the consolidated
\nresults of their operations for the fiscal year and nine-month period ended on
\nsuch dates (subject, in the case of the financial statements as at September 30,
\n2009, to normal year-end audit adjustments), all in accordance with generally
\naccepted accounting principles and practices applied on a consistent basis. None
\nof Harsco Corporation nor any of its Subsidiaries has on the date hereof any
\nmaterial contingent liabilities, liabilities for taxes, unusual forward or
\nlong-term commitments or unrealized or anticipated losses from any unfavorable
\ncommitments, except as referred to or reflected or provided for in the balance
\nsheets as at such dates or the notes thereto. Since December 31, 2008, there has
\nbeen no Material Adverse Change.<\/p>\n<\/p>\n

SECTION 3.03. Litigation<\/u>. Except as disclosed in note 10 of the
\naudited annual consolidated financial statements of Harsco Corporation included
\nin Harsco Corporation153s Form 10-K for the fiscal year ended December 31, 2008,
\nand in the notes to the unaudited quarterly consolidated financial statements of
\nHarsco Corporation included in Harsco Corporation153s Form 10-Q for the fiscal
\nquarter ended September 30, 2009, filed with the Securities and Exchange
\nCommission, there are no legal or arbitral proceedings, or any proceedings by or
\nbefore any Governmental Authority, now pending or (to the knowledge of the
\nCompany) threatened against the Company or any of its Subsidiaries that is
\nmaterially likely to be adversely determined and which, if adversely determined
\ncould (either individually or in the aggregate) have a Material Adverse Effect.\n<\/p>\n<\/p>\n

SECTION 3.04. No Breach<\/u>. None of the execution and delivery of this
\nAgreement, the consummation of the transactions herein contemplated or
\ncompliance with the terms and provisions hereof will conflict with or result in
\na breach of, or require any consent under, the charter or by-laws of the
\nCompany, or any applicable law or regulation, or any order, writ, injunction or
\ndecree of any court or Governmental Authority, or any material agreement or
\ninstrument to which the Company or any of its Subsidiaries is a party or by
\nwhich any of them or any of their assets or properties is bound or to which any
\nof them is subject, or constitute a default under any such agreement or
\ninstrument.<\/p>\n<\/p>\n

SECTION 3.05. Action<\/u>. The Company has all necessary corporate power,
\nauthority and legal right to execute, deliver and perform its obligations under
\nthis Agreement; the execution, delivery and performance by the Company of this
\nAgreement has been duly authorized by all necessary corporate action on its part
\n(including, without limitation, any required shareholder approvals); and this
\nAgreement has been duly and validly executed and delivered by the Company and
\nconstitutes its legal, valid and<\/p>\n<\/p>\n

54<\/p>\n

\n

\n

binding obligation, enforceable against the Company in accordance with its
\nterms, except as such enforceability may be limited by (a) bankruptcy,
\ninsolvency, reorganization, moratorium or similar laws of general applicability
\naffecting the enforcement of creditors153 rights and (b) the application of
\ngeneral principles of equity (regardless of whether such enforceability is
\nconsidered in a proceeding in equity or at law).<\/p>\n<\/p>\n

SECTION 3.06. Approvals<\/u>. No authorizations, approvals or consents of,
\nand no filings or registrations with, any Governmental Authority, or any
\nsecurities exchange, are necessary for the execution, delivery or performance by
\nthe Company of this Agreement or for the legality, validity or enforceability
\nhereof.<\/p>\n<\/p>\n

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

SECTION 3.08. ERISA<\/u>. Each Plan, and, to the knowledge of the Company,
\neach Multiemployer Plan, is in compliance in all material respects with, and has
\nbeen administered in all material respects in compliance with, the applicable
\nprovisions of ERISA, the Code and any other Federal or state law, and, except as
\npreviously notified in writing in a notice to the Administrative Agent (which
\nshall promptly deliver a copy to each of the Lenders), no event or condition has
\noccurred and is continuing as to which the Company would be under an obligation
\nto furnish a report to the Lenders under Section 5.06 hereof.<\/p>\n<\/p>\n

SECTION 3.09. Taxes<\/u>. As of the date hereof, Harsco Corporation and its
\nDomestic Subsidiaries are members of an affiliated group of corporations filing
\na consolidated return for Federal income tax purposes, of which the Company is
\nthe “common parent” (within the meaning of Section 1504 of the Code) of such
\ngroup. To the knowledge of the Company, the Company and its Subsidiaries have
\nfiled all Federal income tax returns and all other material tax returns that are
\nrequired to be filed by them and have paid, accrued or reserved all taxes due
\npursuant to such returns or pursuant to any assessment received by the Company
\nor any of its Subsidiaries in accordance with U.S. generally accepted accounting
\nprinciples. The charges, accruals and reserves on the books of the Company and
\nits Subsidiaries in respect of taxes and other governmental charges are, in the
\nopinion of the Company, adequate. The Company has in the ordinary course of
\nbusiness given extensions or waivers of the statutes of limitations relating to
\npayment of U.S. Federal taxes and relating to various state, local and foreign
\ntaxes or impositions, none of which might reasonably be expected to result in a
\nMaterial Adverse Effect.<\/p>\n<\/p>\n

55<\/p>\n

\n

\n

SECTION 3.10. Investment Company Act<\/u>. Neither the Company nor any of
\nits Subsidiaries is an “investment company”, or a company “controlled” by an
\n“investment company”, within the meaning of the Investment Company Act of 1940,
\nas amended.<\/p>\n<\/p>\n

SECTION 3.11. Material Agreements and Liens<\/u>. (a) Part A of
\nSchedule 3.11<\/u> hereto is a complete and correct list, as of the date
\nhereof, of each credit agreement, loan agreement, indenture, guarantee, letter
\nof credit or other arrangement providing for or otherwise relating to any
\nIndebtedness or any extension of credit (or commitment for any extension of
\ncredit) to, or guaranteed by, the Company or any of its Subsidiaries, the
\naggregate principal or face amount of which equals or exceeds (or may equal or
\nexceed) $5,000,000, and the aggregate principal or face amount outstanding or
\nthat may become outstanding under each such arrangement is correctly described
\nin Part A of such Schedule 3.11<\/u> hereto.<\/p>\n<\/p>\n

(b) Part B of Schedule 3.11<\/u> hereto is a complete and correct list, as
\nof the date hereof, of each Lien securing Indebtedness of any person, the
\naggregate principal or face amount of which equals or exceeds (or may equal or
\nexceed) $5,000,000 and covering any property of the Company or any of its
\nSubsidiaries, and the aggregate Indebtedness secured (or that may be secured) by
\neach such Lien and the property covered by each such Lien is correctly described
\nin Part B of such Schedule 3.11<\/u> hereto.<\/p>\n<\/p>\n

SECTION 3.12. Environmental Matters<\/u>. (a) Except as disclosed in the
\nnotes to the unaudited quarterly consolidated financial statements of Harsco
\nCorporation included in Harsco Corporation153s Form 10-Q for the fiscal quarter
\nended September 30, 2009, filed with the Securities and Exchange Commission and
\nexcept with respect to any other matters that, individually or in the aggregate,
\ncould not reasonably be expected to result in a Material Adverse Effect, neither
\nthe Company nor any of its Subsidiaries (i) has failed to comply with any
\nEnvironmental Law or to obtain, maintain or comply with any permit, license or
\nother approval required under any Environmental Law, (ii) has become subject to
\nany Environmental Liability, (iii) has received notice of any claim with respect
\nto any Environmental Liability or (iv) knows of any basis for any Environmental
\nLiability.<\/p>\n<\/p>\n

(b) Except as disclosed in writing to the Administrative Agent (which shall
\npromptly deliver a copy to each of the Lenders), there has been no change in the
\nstatus of any matters relating to compliance with Environmental Laws that are
\ndisclosed in the notes to the unaudited quarterly consolidated financial
\nstatements of Harsco Corporation included in Harsco Corporation153s Form 10-Q for
\nthe fiscal quarter ended September 30, 2009,<\/p>\n<\/p>\n

56<\/p>\n

\n

\n

filed with the Securities and Exchange Commission that, individually or in
\nthe aggregate, has resulted in, or materially increased the likelihood of, a
\nMaterial Adverse Effect.<\/p>\n<\/p>\n

SECTION 3.13. Subsidiaries, etc<\/u>. Set forth in Schedule 3.13<\/u>
\nhereto is a complete and correct list, as of the date hereof, of all of the
\nSubsidiaries of the Company, together with, for each such Subsidiary, (i) the
\njurisdiction of organization of such Subsidiary, (ii) each person holding
\nownership interests in such Subsidiary and (iii) the nature of the ownership
\ninterests held by each such person and the percentage of ownership of such
\nSubsidiary represented by such ownership interests.<\/p>\n<\/p>\n

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

Part B. Representations and Warranties of the Approved Borrowers<\/u>. Each
\nApproved Borrower represents and warrants to each of the Lenders as set forth in
\nSections 3.15, 3.16, 3.17, 3.18 and 3.19 that:<\/p>\n<\/p>\n

SECTION 3.15. Corporate Existence of Approved Borrower<\/u>. It and each of
\nits Subsidiaries: (a) is a corporation, partnership or other entity duly
\norganized, validly existing and in good standing under the laws of the
\njurisdiction of its organization; (b) has all requisite corporate or other
\npower, and has all material governmental licenses, authorizations, consents and
\napprovals necessary to own its assets and carry on its business as now being or
\nas proposed to be conducted; and (c) is qualified to do business and is in good
\nstanding in all jurisdictions in which the nature of the business conducted by
\nit makes such qualification necessary and where failure so to qualify would have
\na Material Adverse Effect.<\/p>\n<\/p>\n

57<\/p>\n

\n

\n

SECTION 3.16. No Breach<\/u>. None of the execution and delivery of its
\nDesignation Letter and this Agreement, the consummation of the transactions
\ntherein and herein contemplated and compliance with the terms and provisions
\nthereof and hereof will conflict with or result in a breach of, or require any
\nconsent under, the charter or by -laws or other organizational documents of such
\nApproved Borrower, or any applicable law or regulation, or any order, writ,
\ninjunction or decree of any court or Governmental Authority or agency, or any
\nmaterial agreement or instrument to which such Approved Borrower or any of its
\nSubsidiaries is a party or by which any of them or their assets or properties is
\nbound or to which any of them is subject, or constitute a default under any such
\nagreement or instrument.<\/p>\n<\/p>\n

SECTION 3.17. Action<\/u>. Such Approved Borrower has all necessary
\ncorporate or other power and authority to execute, deliver and perform its
\nobligations under its Designation Letter and this Agreement, and to perform its
\nobligations hereunder and thereunder; the execution and delivery by such
\nApproved Borrower of its Designation Letter and the performance by such Approved
\nBorrower hereof and thereof have been duly authorized by all necessary corporate
\nor other action on its part (including, without limitation, any required
\nshareholder approvals); and its Designation Letter, when executed and delivered
\nby such Approved Borrower, will constitute the legal, valid and binding
\nobligation of such Approved Borrower, enforceable against such Approved Borrower
\nin accordance with its terms, except as such enforceability may be limited by
\n(a) bankruptcy, insolvency, reorganization, moratorium or similar laws of
\ngeneral applicability affecting the enforcement of creditors153 rights and (b) the
\napplication of general principles of equity (regardless of whether such
\nenforceability is considered in a proceeding in equity or at law).<\/p>\n<\/p>\n

SECTION 3.18. Approvals<\/u>. No authorizations, approvals or consents of,
\nand no filings or registrations with, any Governmental Authority are necessary
\nfor the execution, delivery or performance by such Approved Borrower of its
\nDesignation Letter or this Agreement or for the validity or enforceability
\nthereof.<\/p>\n<\/p>\n

SECTION 3.19. Taxes on Payments of Approved Borrowers<\/u>. Except as
\ndisclosed to the Lenders in writing prior to the delivery of such Approved
\nBorrower153s Designation Letter, there is no income, stamp or other tax of any
\ncountry, or of any taxing authority thereof or therein, imposed by or in the
\nnature of withholding or otherwise, which is imposed on any payment to be made
\nby such Approved Borrower pursuant hereto, or is imposed on or by virtue of the
\nexecution, delivery or enforcement of its Designation Letter or this Agreement.\n<\/p>\n<\/p>\n

58<\/p>\n

\n

\n

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

Conditions of Effectiveness and Lending<\/u><\/p>\n<\/p>\n

SECTION 4.01. Effective Date<\/u>. The obligations of the Lenders under
\nthis Agreement shall not become effective until the date on which each of the
\nfollowing conditions shall have been satisfied (or waived in accordance with
\nSection 10.08):<\/p>\n<\/p>\n

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

(b) The Administrative Agent shall have received written opinions (each dated
\nas of the Effective Date and addressed to the Administrative Agent and the
\nLenders) of (i) the general counsel of the Company, substantially in the form of
\nExhibit E-l<\/u> hereto and (ii) Jones Day, counsel for the Company,
\nsubstantially in the form of Exhibit E-2<\/u> hereto. The Company hereby
\nrequests such counsel to deliver such opinions.<\/p>\n<\/p>\n

(c) The Administrative Agent shall have received (i) a copy of the
\ncertificate or articles of incorporation (or such other analogous documents),
\nincluding all amendments thereto, of the Company, certified as of a recent date
\nby the Secretary of State of Delaware, and a certificate as to the good standing
\nof the Company as of a recent date, from the Secretary of State of Delaware;
\n(ii) a certificate of the Secretary or Assistant Secretary of the Company dated
\nthe Effective Date certifying (A) that attached thereto is a true and complete
\ncopy of the by-laws of the Company as in effect on the Effective Date and at all
\ntimes since a date prior to the date of the resolutions of the Company described
\nin item (B) below, (B) that attached thereto is a true and complete copy of
\nresolutions adopted by the Board of Directors of the Company authorizing the
\nexecution, delivery and performance of this Agreement and the borrowings
\nhereunder by the Company, and that such resolutions have not been modified,
\nrescinded or amended and are in full force and effect, (C) that the certificate
\nor articles of incorporation of the Company have not been amended since the date
\nof the last amendment thereto shown on the certificate of good standing
\nfurnished pursuant to clause (i) above, and (D) as to the incumbency and
\nspecimen signature of each officer of the Company executing this Agreement or
\nany other document delivered in connection herewith; (iii) a certificate of
\nanother officer of the Company as to the incumbency and signature of the
\nSecretary or such Assistant Secretary of the Company executing the certificate
\npursuant to (ii) above; and (iv) such other documents as the Lenders or counsel
\nfor the Administrative Agent may reasonably request.<\/p>\n<\/p>\n

59<\/p>\n

\n

\n

(d) The representations and warranties set forth in Article III hereof are
\ntrue and correct on and as of the Effective Date.<\/p>\n<\/p>\n

(e) No Event of Default or Default shall have occurred and be continuing on
\nthe Effective Date.<\/p>\n<\/p>\n

(f) The Administrative Agent shall have received a certificate of the
\nCompany, dated the Effective Date and signed by a Financial Officer of the
\nCompany, confirming compliance with the conditions precedent set forth in
\nparagraphs (b) and (c) of Section 4.03.<\/p>\n<\/p>\n

(g) The Administrative Agent shall have received reasonably satisfactory
\nwritten evidence of (i) the prior or contemporaneous termination of all
\ncommitments of the lenders under (A) the Existing Credit Agreement and (B) the
\n364-Day Credit Agreement dated as of November 4, 2008 among the Company, the
\nlenders named therein and Citibank, N.A., as administrative agent and (ii) the
\npayment in full of all Indebtedness outstanding under both such credit
\nfacilities.<\/p>\n<\/p>\n

(h) The Administrative Agent shall have received all fees and other amounts
\ndue and payable to the Administrative Agent or the Lenders on or prior to such
\ndate.<\/p>\n<\/p>\n

The Administrative Agent shall notify the Company and the Lenders of the
\nEffective Date, and such notice shall be conclusive and binding. Notwithstanding
\nthe foregoing and any other provision herein to the contrary, the obligations of
\nthe Lenders to make Loans to any Borrower hereunder shall not become effective
\nunless each of the foregoing conditions is satisfied (or waived pursuant to
\nSection 10.08) at or prior to 2:00 p.m., New York City time, on December 20,
\n2009 (and, in the event such conditions are not so satisfied or waived, the
\nCommitments shall terminate at such time).<\/p>\n<\/p>\n

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

(a) The Administrative Agent shall have received a favorable written opinion
\nof the general counsel of such Approved Borrower dated as of a recent date and
\naddressed to the Lenders, to the effect set forth in Exhibit E-l<\/u> hereto,
\nsubject to necessary changes to reflect local law.<\/p>\n<\/p>\n

60<\/p>\n

\n

\n

(b) The Administrative Agent shall have received (i) a copy of the
\ncertificate or articles of incorporation (or such other analogous documents),
\nincluding all amendments thereto, of such Approved Borrower, certified as of a
\nrecent date by the Secretary of State (or other appropriate Governmental
\nAuthority) of the state (or country) of its organization or such other evidence
\nas is reasonably satisfactory to the Administrative Agent, and a certificate as
\nto the good standing (or other analogous certification to the extent available)
\nof such Approved Borrower as of a recent date, from such Secretary of State (or
\nother appropriate Governmental Authority) or such other evidence reasonably
\nacceptable to the Administrative Agent; (ii) a certificate of the Secretary or
\nAssistant Secretary of such Approved Borrower dated the date on which such Loans
\nare to be made and certifying (A) that attached thereto is a true and complete
\ncopy of the by-laws (or such other analogous documents to the extent available)
\nof such Approved Borrower as in effect on the date of such certificate and at
\nall times since a date prior to the date of the resolution of such Approved
\nBorrower described in item (B) below, (B) that attached thereto is a true and
\ncomplete copy of resolutions adopted by the Board of Directors of such Approved
\nBorrower authorizing the execution, delivery and performance of the Designation
\nLetter delivered by such Approved Borrower and the borrowings hereunder by such
\nApproved Borrower, and that such resolutions have not been modified, rescinded
\nor amended and are in full force and effect, (C) that the certificate or
\narticles of incorporation (or other analogous documents) of such Approved
\nBorrower have not been amended since the date of the last amendment thereto
\nshown on the certificate of good standing (or other analogous certification or
\nsuch other evidence reasonably acceptable to the Administrative Agent) furnished
\npursuant to clause (i) above, and (D) as to the incumbency and specimen
\nsignature of each officer of such Approved Borrower executing the Designation
\nLetter delivered by such Approved Borrower or any other document delivered in
\nconnection herewith or therewith; (iii) a certificate of another officer of such
\nApproved Borrower as to the incumbency and signature of the Secretary or such
\nAssistant Secretary of such Approved Borrower executing the certificate pursuant
\nto (ii) above; and (iv) such other documents as the Lenders or counsel for the
\nAdministrative Agent, may reasonably request.<\/p>\n<\/p>\n

(c) The Administrative Agent shall have received (with sufficient copies for
\neach Lender) a Designation Letter, duly executed by such Approved Borrower and
\nthe Company and acknowledged by the Administrative Agent.<\/p>\n<\/p>\n

(d) The Administrative Agent shall have received certificates of each of the
\nCompany and the applicable Approved Borrower, dated such date and signed, in the
\ncase of the Company, by a Financial Officer of the Company, and in the case of
\nany Borrower other than the Company, a Responsible Officer of such Borrower,
\nconfirming compliance with the conditions precedent set forth in paragraphs (b)
\nand (c) of Section 4.03.<\/p>\n<\/p>\n

61<\/p>\n

\n

\n

(e) To the extent required, the Company and\/or such Approved Borrower shall
\nhave executed and delivered one or more Revolving Notes to each Lender that has
\nrequested delivery of the same pursuant to Section 2.24.<\/p>\n<\/p>\n

(f) The Administrative Agent shall have received such other documents or
\ninformation as the Administrative Agent may reasonably require, including any
\ndocuments or information requested by any Lender through the Administrative
\nAgent (such as documents or information in connection with any Lender153s “know
\nyour customer” requirements), so long as the Administrative Agent shall have
\nrequested such documents or information a reasonably period of time prior to
\nsuch date.<\/p>\n<\/p>\n

Upon the satisfaction of the conditions precedent set forth in this Section
\n4.02, such Approved Borrower shall become a Borrower hereunder with the same
\nforce and effect as if originally named as a Borrower hereunder. The rights and
\nobligations of each Borrower hereunder shall remain in full force and effect
\nnotwithstanding the addition of any new Borrower as a party to this Agreement.\n<\/p>\n<\/p>\n

SECTION 4.03. All Borrowings<\/u>. On the date of each Borrowing (it being
\nunderstood that a continuation, conversion or other change in interest rate
\npursuant to Section 2.05 shall not be subject to this Section 4.03), the
\nobligations of the Lenders to make the Loans comprising such Borrowing are
\nsubject to the satisfaction of the following conditions:<\/p>\n<\/p>\n

(a) The Administrative Agent shall have received a notice of such Borrowing
\nas required by Section 2.03 or Section 2.04, as applicable.<\/p>\n<\/p>\n

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

(c) Each Borrower shall be in compliance with all the terms and provisions
\nset forth herein and in each other Loan Document on its part to be observed or
\nperformed, and at the time of and immediately after giving effect to such
\nBorrowing no Event of Default or Default shall have occurred and be continuing.\n<\/p>\n<\/p>\n

Each Borrowing shall be deemed to constitute a representation and warranty by
\nthe Borrowers on the date of such Borrowing as to the matters specified in
\nparagraphs (b) and (c) of this Section 4.03.<\/p>\n<\/p>\n

62<\/p>\n

\n

\n

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

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

The Company covenants and agrees with each Lender and the Administrative
\nAgent that, so long as this Agreement shall remain in effect or the principal of
\nor interest on any Loan, any Fees or any other expenses or amounts payable under
\nany Loan Document shall be unpaid, unless the Required Lenders shall otherwise
\nconsent in writing, the Company will, and will cause each of its Subsidiaries
\nto:<\/p>\n<\/p>\n

SECTION 5.01. Existence; Businesses and Properties<\/u>. (a) Preserve and
\nmaintain its corporate existence, rights (charter and statute) and material
\nfranchises, except as otherwise permitted by Section 6.03 and except pursuant to
\na Permitted Reorganization; provided<\/u>, however<\/u>, that the Company
\nshall not be required to preserve any such right or franchise if (i) the Company
\nshall determine that the preservation thereof is no longer desirable in the
\nconduct of the business of the Company and (ii) the loss of any such right or
\nfranchise is not disadvantageous in any material respect to the Lenders.<\/p>\n<\/p>\n

(b) Comply in all material respects with all applicable laws, rules,
\nregulations and orders (including, without limitation, laws requiring payment of
\nall taxes, assessments and governmental charges imposed upon it or upon its
\nproperty except to the extent contested in good faith by appropriate
\nproceedings) and all Environmental Laws except where the failure to so comply
\nwould not result in a Material Adverse Change.<\/p>\n<\/p>\n

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

SECTION 5.02. Insurance<\/u>. Maintain insurance with financially sound and
\nreputable insurance companies (which insurance companies shall, in any event,
\nhave an A.M. Best rating of “B+” or better), and with respect to property and
\nrisks of a character usually maintained by corporations engaged in the same or
\nsimilar business similarly situated, against loss, damage and liability of the
\nkinds and in the amounts customarily maintained by such corporations.<\/p>\n<\/p>\n

63<\/p>\n

\n

\n

SECTION 5.03. Obligations and Taxes<\/u>. Pay its Indebtedness and other
\nobligations promptly and in accordance with their terms and pay and discharge
\npromptly when due all taxes, assessments and governmental charges or levies
\nimposed upon it or upon its income or profits or in respect of its property,
\nbefore the same shall become delinquent or in default, as well as all lawful
\nclaims for labor, materials and supplies or otherwise which, if unpaid, might
\ngive rise to a Lien upon such properties or any part thereof; provided<\/u>,
\nhowever<\/u>, that such payment and discharge shall not be required with
\nrespect to any such tax, assessment, charge, levy or claim so long as the
\nvalidity or amount thereof shall be contested in good faith by appropriate
\nproceedings and the Company shall have set aside on its books adequate reserves
\nwith respect thereto.<\/p>\n<\/p>\n

SECTION 5.04. Financial Statements, Reports, etc.<\/u> In the case of the
\nCompany, furnish to the Administrative Agent:<\/p>\n<\/p>\n

(a) within 65 days after the end of each fiscal year, its consolidated
\nbalance sheets and related statements of income, changes in stockholders153 equity
\nand cash flows, showing the financial condition of the Company and its
\nSubsidiaries as of the close of such fiscal year and the results of its
\noperations and the operations of its Subsidiaries during such year, all audited
\nby PricewaterhouseCoopers LLP or other independent public accountants of
\nrecognized national standing acceptable to the Required Lenders and accompanied
\nby an opinion of such accountants (which shall not be qualified in any material
\nrespect) to the effect that such consolidated financial statements fairly
\npresent the financial condition and results of operations of the Company on a
\nconsolidated basis in accordance with GAAP consistently applied;<\/p>\n<\/p>\n

(b) within 45 days after the end of each of the first three fiscal quarters
\nof each fiscal year, its consolidated balance sheets and related statements of
\nincome and cash flows, showing the financial condition of the Company and its
\nSubsidiaries as of the close of such fiscal quarter and the results of its
\noperations and the operations of its Subsidiaries during such fiscal quarter and
\nthe then elapsed portion of such fiscal year, all certified by one of its
\nFinancial Officers as fairly presenting the financial condition and results of
\noperations of the Company on a consolidated basis in accordance with GAAP
\nconsistently applied, subject to normal year-end audit adjustments;<\/p>\n<\/p>\n

(c) concurrently with any delivery of financial statements under (a) or (b)
\nabove, a certificate of the accounting firm or Financial Officer<\/p>\n<\/p>\n

64<\/p>\n

\n

\n

opining on or certifying such statements (which certificate, when furnished
\nby an accounting firm, may be limited to accounting matters and disclaim
\nresponsibility for legal interpretations) (i) certifying that no Event of
\nDefault or Default has occurred or, if such an Event of Default or Default has
\noccurred, specifying the nature and extent thereof and any corrective action
\ntaken or proposed to be taken with respect thereto and (ii) setting forth
\ncomputations in reasonable detail satisfactory to the Administrative Agent
\ndemonstrating compliance with the covenants contained in Sections 6.06 and 6.07;\n<\/p>\n<\/p>\n

(d) promptly after the same become publicly available, copies of all periodic
\nand other reports, proxy statements and other materials (other than materials
\nministerial or administrative in nature) filed by it with the Securities and
\nExchange Commission, or any Governmental Authority succeeding to any of or all
\nthe functions of such Commission, or distributed to its shareholders, as the
\ncase may be; and<\/p>\n<\/p>\n

(e) promptly, from time to time, such other information regarding the
\noperations, business affairs and financial condition of the Company or any
\nSubsidiary, or compliance with the terms of any Loan Document, as the
\nAdministrative Agent or any Lender may reasonably request.<\/p>\n<\/p>\n

Documents required to be delivered under this Section 5.04 may be delivered
\nelectronically and if so delivered, shall be deemed to have been delivered on
\nthe earliest date on which such documents are posted on, or a link to such
\ndocuments is provided on (i) the Company153s website on the internet at
\nwww.harsco.com, (ii) the website of the U.S. Securities and Exchange Commission
\nor (iii) the Platform.<\/p>\n<\/p>\n

SECTION 5.05. Litigation and Other Notices<\/u>. Furnish to the
\nAdministrative Agent and each Lender prompt written notice of the following:<\/p>\n<\/p>\n

(a) any Event of Default or Default, specifying the nature and extent thereof
\nand the corrective action (if any) proposed to be taken with respect thereto;\n<\/p>\n<\/p>\n

(b) the filing or commencement of, or any threat or notice of intention of
\nany person to file or commence, any action, suit or proceeding, whether at law
\nor in equity or by or before any Governmental Authority, against the Company or
\nany Affiliate thereof which, if adversely determined, could reasonably be
\nexpected to result in a Material Adverse Change; and<\/p>\n<\/p>\n

(c) any other development that has resulted in, or could reasonably be
\nanticipated to result in, a Material Adverse Change.<\/p>\n<\/p>\n

65<\/p>\n

\n

\n

SECTION 5.06. ERISA<\/u>. (a) Comply in all material respects with the
\napplicable provisions of ERISA and the Code and (b) furnish to the
\nAdministrative Agent and each Lender (i) as soon as possible, and in any event
\nwithin 30 days after any Responsible Officer of the Company or any ERISA
\nAffiliate either knows or has reason to know that any Reportable Event has
\noccurred that alone or together with any other Reportable Event could reasonably
\nbe expected to result in liability of the Company to the PBGC in an aggregate
\namount exceeding $5,000,000, a statement of a Financial Officer setting forth
\ndetails as to such Reportable Event and the action proposed to be taken with
\nrespect thereto, together with a copy of the notice, if any, of such Reportable
\nEvent given to the PBGC, (ii) promptly after receipt thereof, a copy of any
\nnotice the Company or any ERISA Affiliate may receive from the PBGC relating to
\nthe intention of the PBGC to terminate any Plan or Plans (other than a Plan
\nmaintained by an ERISA Affiliate which is considered an ERISA Affiliate only
\npursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a
\ntrustee to administer any Plan or Plans, and (iii) within 10 days after the due
\ndate for filing with the PBGC of a notice of failure to make a required
\ninstallment or other payment with respect to a Plan, a statement of a Financial
\nOfficer setting forth details as to such failure and the action proposed to be
\ntaken with respect thereto, together with a copy of such notice given to the
\nPBGC.<\/p>\n<\/p>\n

SECTION 5.07. Maintaining Records<\/u>. Maintain all financial records in
\naccordance with GAAP and unless protected by attorney-client privilege permit
\nany representatives designated by any Lender, upon reasonable request, to
\nexamine and make abstracts from the records and books of account of, and visit
\nthe properties of, the Company or any of its Subsidiaries, and to discuss the
\naffairs, finances and condition of the Company or any Subsidiary with the
\nofficers thereof and independent accountants therefor all upon reasonable
\nnotice, at such reasonable times and as often as may reasonably be desired,
\nprovided that all non-public information obtained by any such Lender pursuant to
\nthis Agreement and\/or the other Loan Documents shall be treated as confidential
\nin accordance with Section 10.19.<\/p>\n<\/p>\n

SECTION 5.08. Use of Proceeds<\/u>. Use the proceeds of the Loans only for
\nthe purposes set forth in the preamble to this Agreement.<\/p>\n<\/p>\n

SECTION 5.09. Subsidiary Guarantors<\/u>. The Company shall, on and after
\nthe date, if any, that the Subsidiary Guaranty is required to be executed and
\ndelivered pursuant to Schedule 10.21<\/u> hereto, cause each Operating
\nSubsidiary to become a party to the Subsidiary Guaranty by executing and
\ndelivering the Subsidiary Guaranty or, if applicable, a supplement thereto in
\nthe form of Exhibit A to the Subsidiary Guaranty.<\/p>\n<\/p>\n

66<\/p>\n

\n

\n

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

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

The Company covenants and agrees with each Lender and the Administrative
\nAgent that, so long as this Agreement shall remain in effect or the principal of
\nor interest on any Loan, any Fees or any other expenses or amounts payable under
\nany Loan Document shall be unpaid, unless the Required Lenders shall otherwise
\nconsent in writing, the Company will not, and will not cause or permit any of
\nits Subsidiaries to:<\/p>\n<\/p>\n

SECTION 6.01. Liens<\/u>. Create, incur, assume or suffer to exist any Lien
\nupon any of its property, whether now owned or hereafter acquired, except:<\/p>\n<\/p>\n

(a) Liens in existence on the date hereof and listed in Part B of
\nSchedule 3.11<\/u> hereto;<\/p>\n<\/p>\n

(b) Liens imposed by any Governmental Authority for taxes, assessments or
\ncharges not yet due or that are being contested in good faith and by appropriate
\nproceedings if adequate reserves with respect thereto are maintained on the
\nbooks of the Company or the affected Subsidiaries, as the case may be, in
\naccordance with GAAP;<\/p>\n<\/p>\n

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

(d) pledges or deposits under worker153s compensation, unemployment insurance
\nand other social security legislation;<\/p>\n<\/p>\n

(e) deposits to secure the performance of bids, trade contracts (other than
\nfor Indebtedness), leases, statutory obligations, surety and appeal bonds,
\nperformance bonds and other obligations of a like nature incurred in the
\nordinary course of business;<\/p>\n<\/p>\n

(f) easements, rights-of-way, restrictions and other similar encumbrances
\nincurred in the ordinary course of business and encumbrances consisting of
\nzoning restrictions, easements, licenses, restrictions on the use of property or
\nminor imperfections in title thereto that, in the aggregate, are not material in
\namount, and that do not in any case materially detract from the value of the
\nproperty subject thereto or interfere with the ordinary conduct of the business
\nof the Company or any of its Subsidiaries;<\/p>\n<\/p>\n

67<\/p>\n

\n

\n

(g) Liens on property of any person that becomes a Subsidiary of the Company
\nafter the date of this Agreement; provided<\/u> that such Liens are in
\nexistence at the time such person becomes a Subsidiary of the Company and were
\nnot created in anticipation thereof;<\/p>\n<\/p>\n

(h) Liens upon real and\/or tangible personal property acquired after the date
\nhereof (by purchase, construction or otherwise) by the Company or any of its
\nSubsidiaries, each of which Liens either (A) existed on such property before the
\ntime of its acquisition and was not created in anticipation thereof or (B) was
\ncreated solely for the purpose of securing Indebtedness representing, or
\nincurred to finance, refinance or refund, the cost (including the cost of
\nconstruction and any transaction costs related to such acquisition or financing,
\nrefinancing or refunding) of such property; provided<\/u> that no such Lien
\nshall extend to or cover any property of the Company or such Subsidiary other
\nthan the property so acquired and improvements thereon;<\/p>\n<\/p>\n

(i) additional Liens upon real and\/or personal property created after the
\ndate hereof; provided<\/u> that the aggregate Indebtedness secured thereby and
\nincurred on and after the date hereof shall not exceed $25,000,000 in the
\naggregate at any one time outstanding; and<\/p>\n<\/p>\n

(j) any extension, renewal or replacement of any of the foregoing;
\nprovided<\/u> that the Liens permitted hereunder shall not be spread to cover
\nany additional Indebtedness or property (other than a substitution of like
\nproperty).<\/p>\n<\/p>\n

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

68<\/p>\n

\n

\n

SECTION 6.03. Mergers, Sales of Assets, etc<\/u>. (a) In the case of the
\nCompany, consolidate or merge with or into any other corporation or convey,
\ntransfer or lease its properties and assets substantially as an entirety to any
\nperson, other than any of the foregoing transactions effectuated pursuant to a
\nPermitted Reorganization, unless:<\/p>\n<\/p>\n

(i) the Company is the surviving corporation or the corporation formed by
\nsuch consolidation or merger or the person which acquires by conveyance or
\ntransfer, or which leases, the properties and assets of the Company
\nsubstantially as an entirety shall be a corporation organized and existing under
\nthe laws of the United States of America or any state or the District of
\nColumbia and shall expressly assume, by an agreement supplemental hereto,
\nexecuted and delivered to each other party hereto, in form satisfactory to the
\nAdministrative Agent, the due and punctual payment of the principal of and
\ninterest on the Loans and all other obligations of the Company under the Loan
\nDocuments and the performance or observance of every covenant of this Agreement
\non the part of the Company to be performed or observed;<\/p>\n<\/p>\n

(ii) immediately after giving effect to such transaction, no Default or Event
\nof Default shall have occurred and be continuing; and<\/p>\n<\/p>\n

(iii) the Company shall have delivered to the Administrative Agent an
\nofficers153 certificate and an opinion of counsel, each stating that such
\nconsolidation, merger, conveyance, transfer or lease and such supplemental
\nagreement comply with this paragraph (a) and that all conditions precedent
\nherein provided for relating to such transaction have been complied with.<\/p>\n<\/p>\n

(b) In the case of any Borrower (other than the Company), consolidate or
\nmerge with or into any other corporation or convey, transfer or lease its
\nproperties and assets substantially as an entirety to any person, other than any
\nof the foregoing transactions effectuated pursuant to a Permitted
\nReorganization, unless<\/p>\n<\/p>\n

(i) in the case of consolidation or merger, such Borrower is the surviving
\ncorporation;<\/p>\n<\/p>\n

(ii) in the case of a consolidation or merger where such Borrower is not the
\nsurviving corporation or in the case of the conveyance, transfer or lease of
\nsuch Borrower’s properties and assets substantially as an entirety;<\/p>\n<\/p>\n

69<\/p>\n

\n

\n\n\n\n
\n

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

\n

the surviving corporation or transferee\/lessee is another Borrower or a
\nSubsidiary Guarantor and such other Borrower or such Subsidiary Guarantor, as
\napplicable, expressly assumes, by an agreement supplemental hereto, executed and
\ndelivered to each other party hereto, in form and substance satisfactory to the
\nAdministrative Agent, the due and punctual payment of the principal of and
\ninterest on the Loans and all other obligations of such Borrower under the Loan
\nDocuments and the performance or observance of every covenant of this Agreement
\non the part of such Borrower to be performed or observed;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

immediately after giving effect to such transaction, no Default or Event of
\nDefault shall have occurred and be continuing; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(C)<\/p>\n<\/td>\n

\n

the Company shall have delivered to the Administrative Agent an officers153
\ncertificate and an opinion of counsel, each stating that such consolidation,
\nmerger, conveyance, transfer or lease and such supplemental agreement comply
\nwith this paragraph (b) and that all conditions precedent herein provided for
\nrelating to such transaction have been complied with; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(iii) prior to the consummation of such transaction, either (A) such Borrower
\nshall have repaid the principal amount of all Loans made to such Borrower,
\ntogether with accrued interest thereon, and all other amounts then owing by such
\nBorrower under the Loan Documents or (B) so long as immediately after giving
\neffect to such transaction, no Default or Event of Default shall have occurred
\nand be continuing, the Company shall have expressly assumed, by an agreement
\nsupplemental hereto, executed and delivered to each other party hereto, in form
\nand substance satisfactory to the Administrative Agent, the due and punctual
\npayment of the principal of and interest on the Loans and all other obligations
\nof such Borrower under the Loan Documents and the performance or observance of
\nevery covenant of this Agreement on the part of such Borrower to be performed or
\nobserved.<\/p>\n<\/p>\n

(c) Except as contemplated by a Permitted Reorganization or as otherwise
\nprovided in paragraph (b) above, upon any consolidation by any Borrower with or
\nmerger by any Borrower into any other corporation or<\/p>\n<\/p>\n

70<\/p>\n

\n

\n

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

SECTION 6.04. Lines of Business; Fiscal Year<\/u>. Engage or invest in
\noperations engaging to any substantial extent in any line or lines of business
\nactivity other than the business of manufacturing, providing, distributing and
\nselling such diverse goods and industrial services, principally for industrial,
\ncommercial, construction and defense applications, the same or similar to those
\ngoods and services as are manufactured, provided, distributed and sold by the
\nCompany on the date hereof and business activities reasonably related,
\nancillary, similar or supportive thereto. In the case of the Company, change its
\nfiscal year end from that in effect at December 31, 2008.<\/p>\n<\/p>\n

SECTION 6.05. Transactions with Affiliates<\/u>. Other than pursuant to a
\nPermitted Reorganization, sell or transfer any property or assets to, or
\npurchase or acquire any property or assets from, or otherwise engage in any
\nother transactions with, any of its Affiliates, except that as long as no
\nDefault or Event of Default shall have occurred and be continuing, the Company
\nor any Subsidiary may engage in any of the foregoing transactions in the
\nordinary course of business at prices and on terms and conditions not less
\nfavorable to the Company or such Subsidiary than could be obtained on an
\narm153s-length basis from unrelated third parties.<\/p>\n<\/p>\n

SECTION 6.06. Total Debt to Total Capital Ratio<\/u>. The Company will not
\npermit the ratio of Total Debt to Total Capital at any time on or after the date
\nhereof to exceed the ratio 0.60 to 1.<\/p>\n<\/p>\n

SECTION 6.07. Subsidiary Debt<\/u>. The Company will not at any time permit
\nSubsidiary Consolidated Indebtedness to exceed 10% of Consolidated Tangible
\nAssets.<\/p>\n<\/p>\n

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

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

In case of the happening of any of the following events (“Events of
\nDefault<\/u>“):<\/p>\n<\/p>\n

71<\/p>\n

\n

\n

(a) any representation or warranty made or deemed made in or in connection
\nwith any Loan Document or the borrowings hereunder, or any representation,
\nwarranty, statement or information contained in any report, certificate,
\nfinancial statement or other instrument furnished in connection with or pursuant
\nto any Loan Document, shall prove to have been false or misleading in any
\nmaterial respect when so made, deemed made or furnished;<\/p>\n<\/p>\n

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

(c) default shall be made in the payment of any interest on any Loan or any
\nFee or any other amount (other than an amount referred to in (b) above) due
\nunder any Loan Document, when and as the same shall become due and payable, and
\nsuch default shall continue unremedied for a period of five days;<\/p>\n<\/p>\n

(d) default shall be made in the due observance or performance by any of the
\nBorrowers or any Subsidiary of any covenant, condition or agreement contained in
\nSection 5.01(a) or 5.05 or in Article VI;<\/p>\n<\/p>\n

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

(f) (i) the Company or any Subsidiary shall (A) fail to pay any principal or
\ninterest, regardless of amount, due in respect of any Indebtedness in a
\nprincipal amount in excess of (I) $20,000,000, in the case of any single
\nobligation, or (II) $20,000,000, in the case of all obligations in the
\naggregate, in each case, when and as the same shall become due and payable, or
\n(B) fail to observe or perform any other term, covenant, condition or agreement
\ncontained in any agreement or instrument evidencing or governing any
\nIndebtedness in an aggregate principal amount in excess of $20,000,000 and such
\nfailure shall continue beyond any applicable grace period; or (ii) Indebtedness
\nof the Company and its Subsidiaries, or any of them, in a principal amount in
\nexcess of (A) $20,000,000, in the case of any single obligation, or (B)
\n$20,000,000, in the case of all obligations in the aggregate, shall be declared
\ndue and payable or required to be prepaid prior to its stated maturity;<\/p>\n<\/p>\n

(g) an involuntary proceeding shall be commenced or an involuntary petition
\nshall be filed in a court of competent jurisdiction seeking<\/p>\n<\/p>\n

72<\/p>\n

\n

\n

(i) relief in respect of any Borrower or any Material Subsidiary, or of a
\nsubstantial part of the property or assets of any Borrower or Material
\nSubsidiary, under Title 11 of the United States Code, as now constituted or
\nhereafter amended, or any other Federal or state bankruptcy, insolvency,
\nreceivership or similar law (or similar statute or law in any other
\njurisdiction), (ii) the appointment of a receiver, trustee, custodian,
\nsequestrator, conservator or similar official for any Borrower or any Material
\nSubsidiary or for a substantial part of the property or assets of any Borrower
\nor any Material Subsidiary or (iii) the winding-up or liquidation of any
\nBorrower, any Material Subsidiary; and such proceeding or petition shall
\ncontinue undismissed for 45 days or an order or decree approving or ordering any
\nof the foregoing shall be entered;<\/p>\n<\/p>\n

(h) any Borrower or any Material Subsidiary shall (i) voluntarily commence
\nany proceeding or file any petition seeking relief under Title 11 of the United
\nStates Code, as now constituted or hereafter amended, or any other Federal or
\nstate bankruptcy, insolvency, receivership or similar law (or similar statute or
\nlaw in any other jurisdiction), (ii) consent to the institution of, or fail to
\ncontest in a timely and appropriate manner, any proceeding or the filing of any
\npetition described in (g) above, (iii) apply for or consent to the appointment
\nof a receiver, trustee, custodian, sequestrator, conservator or similar official
\nfor any Borrower or any Material Subsidiary or for a substantial part of the
\nproperty or assets of any Borrower or any Material Subsidiary, (iv) file an
\nanswer admitting the material allegations of a petition filed against it in any
\nsuch proceeding, (v) make a general assignment for the benefit of creditors,
\n(vi) become unable, admit in writing its inability or fail generally to pay its
\ndebts as they become due or (vii) take any action for the purpose of effecting
\nany of the foregoing;<\/p>\n<\/p>\n

(i) one or more judgments for the payment of money in an aggregate amount in
\nexcess of $20,000,000 (exclusive of amounts fully covered by insurance where the
\ninsurer has admitted liability in respect of such judgment) shall be rendered
\nagainst any Borrower, any Subsidiary or any combination thereof and the same
\nshall remain undischarged for a period of 60 consecutive days during which 60
\ndays execution shall not be effectively stayed, or otherwise being appropriately
\ncontested in good faith, or any action shall be legally taken by a judgment
\ncreditor to levy upon assets or properties of any Borrower or any Subsidiary to
\nenforce any such judgment;<\/p>\n<\/p>\n

(j) a Reportable Event or Reportable Events, or a failure to make a required
\ninstallment or other payment (within the meaning of Section 412(n)(l) of the
\nCode as in effect on the date of this Agreement), shall have occurred with
\nrespect to any Plan or Plans that reasonably could be expected to result in
\nliability of any Borrower or any Subsidiary Guarantor to the PBGC or to a Plan
\nin an aggregate amount exceeding $10,000,000 and,<\/p>\n<\/p>\n

73<\/p>\n

\n

\n

within 30 days after the reporting of any such Reportable Event to the
\nAdministrative Agent or after the receipt by the Administrative Agent of the
\nstatement required pursuant to Section 5.06, the Administrative Agent shall have
\nnotified the Company in writing that (i) the Required Lenders have made a
\ndetermination that, on the basis of such Reportable Event or Reportable Events
\nor the failure to make a required payment, there are reasonable grounds (A) for
\nthe termination of such Plan or Plans by the PBGC, (B) for the appointment by
\nthe appropriate United States District Court of a trustee to administer such
\nPlan or Plans or (C) for the imposition of a lien in favor of a Plan and (ii) as
\na result thereof an Event of Default exists hereunder; or a trustee shall be
\nappointed by a United States District Court to administer any such Plan or
\nPlans; or the PBGC shall institute proceedings to terminate any Plan or Plans;\n<\/p>\n<\/p>\n

(k) the Guarantor153s guarantee hereunder or any Subsidiary Guarantor153s
\nguarantee under the Subsidiary Guaranty shall become ineffective for any reason
\nor the Guarantor shall deny its obligations as a guarantor hereunder in writing
\nor any Subsidiary Guarantor shall deny its obligations as a guarantor under the
\nSubsidiary Guaranty in writing; or<\/p>\n<\/p>\n

(l) there shall have occurred a Change in Control;<\/p>\n<\/p>\n

then, and in every such event (other than an event with respect to a Borrower
\ndescribed in paragraph (g) or (h) above), and at any time thereafter during the
\ncontinuance of such event, the Administrative Agent, with the consent of the
\nRequired Lenders, may, or at the request of the Required Lenders, shall, by
\nnotice to the Borrowers, take either or both of the following actions, at the
\nsame or different times: (i) terminate forthwith the Commitments and (ii)
\ndeclare the Loans then outstanding to be forthwith due and payable in whole or
\nin part, whereupon the principal of the Loans so declared to be due and payable,
\ntogether with accrued interest thereon and any unpaid accrued Fees and all other
\nliabilities of the Borrowers accrued hereunder and under any other Loan
\nDocument, shall become forthwith due and payable, without presentment, demand,
\nprotest or any other notice of any kind, all of which are hereby expressly
\nwaived by the Borrowers, anything contained herein or in any other Loan Document
\nto the contrary notwithstanding; and in any event with respect to a Borrower
\ndescribed in paragraph (g) or (h) above, the Commitments shall automatically
\nterminate and the principal of the Loans then outstanding, together with accrued
\ninterest thereon and any unpaid accrued Fees and all other liabilities of the
\nBorrowers accrued hereunder and under any other Loan Document, shall
\nautomatically become due and payable, without presentment, demand, protest or
\nany other notice of any kind, all of which are hereby expressly waived by the
\nBorrowers, anything contained herein or in any other Loan Document to the
\ncontrary notwithstanding.<\/p>\n<\/p>\n

74<\/p>\n

\n

\n

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

The Administrative Agent<\/u><\/p>\n<\/p>\n

SECTION 8.01. Appointment and Authority<\/u>. Each Lender hereby
\nirrevocably appoints Citibank, N.A. to act on its behalf as the Administrative
\nAgent hereunder and under the other Loan Documents and authorizes the
\nAdministrative Agent to take such actions on its behalf and to exercise such
\npowers as are delegated to the Administrative Agent by the terms hereof or
\nthereof, together with such actions and powers as are reasonably incidental
\nthereto. The provisions of this Article are solely for the benefit of the
\nAdministrative Agent and the Lenders, and no Borrower shall have rights as a
\nthird party beneficiary of any of such provisions.<\/p>\n<\/p>\n

SECTION 8.02. Administrative Agent Individually<\/u>. (a) The Person
\nserving as the Administrative Agent hereunder shall have the same rights and
\npowers in its capacity as a Lender as any other Lender and may exercise the same
\nas though it were not the Administrative Agent and the term “Lender” 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 any Borrower 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<\/p>\n

(b) Each Lender understands that the Person serving as Administrative Agent,
\nacting in its individual capacity, and its Affiliates (collectively, the
\n“Agent153s Group<\/u>“) are engaged in a wide range of financial services and
\nbusinesses (including investment management, financing, securities trading,
\ncorporate and investment banking and research) (such services and businesses are
\ncollectively referred to in this Section 8.02 as “Activities<\/u>“) and may
\nengage in the Activities with or on behalf of one or more of the Borrowers or
\ntheir respective Affiliates. Furthermore, the Agent153s Group may, in undertaking
\nthe Activities, engage in trading in financial products or undertake other
\ninvestment businesses for its own account or on behalf of others (including the
\nBorrowers and their Affiliates and including holding, for its own account or on
\nbehalf of others, equity, debt and similar positions in any Borrower or their
\nrespective Affiliates), including trading in or holding long, short or
\nderivative positions in securities, loans or other financial products of one or
\nmore of the Borrowers or their Affiliates. Each Lender understands and agrees
\nthat in engaging in the Activities, the Agent153s Group may receive or otherwise
\nobtain information concerning the Borrowers or their Affiliates (including
\ninformation concerning the ability of the<\/p>\n<\/p>\n

75<\/p>\n

\n

\n

Borrowers to perform their respective obligations hereunder and under the
\nother Loan Documents) which information may not be available to any of the
\nLenders that are not members of the Agent153s Group. None of the Administrative
\nAgent nor any member of the Agent153s Group shall have any duty to disclose to any
\nLender or use on behalf of the Lenders, and shall not be liable for the failure
\nto so disclose or use, any information whatsoever about or derived from the
\nActivities or otherwise (including any information concerning the business,
\nprospects, operations, property, financial and other condition or
\ncreditworthiness of any Borrower or any Affiliate of any Borrower) or to account
\nfor any revenue or profits obtained in connection with the Activities, except
\nthat the Administrative Agent shall deliver or otherwise make available to each
\nLender such documents as are expressly required by any Loan Document to be
\ntransmitted by the Administrative Agent to the Lenders.<\/p>\n<\/p>\n

(c) Each Lender further understands that there may be situations where
\nmembers of the Agent153s Group or their respective customers (including the
\nBorrowers and their Affiliates) either now have or may in the future have
\ninterests or take actions that may conflict with the interests of any one or
\nmore of the Lenders (including the interests of the Lenders hereunder and under
\nthe other Loan Documents). Each Lender agrees that no member of the Agent153s
\nGroup is or shall be required to restrict its activities as a result of the
\nPerson serving as Administrative Agent being a member of the Agent153s Group, and
\nthat each member of the Agent153s Group may undertake any Activities without
\nfurther consultation with or notification to any Lender. None of (i) this
\nAgreement nor any other Loan Document, (ii) the receipt by the Agent153s Group of
\ninformation (including Information) concerning the Borrowers or their Affiliates
\n(including information concerning the ability of the Borrowers to perform their
\nrespective obligations hereunder and under the other Loan Documents) nor (iii)
\nany other matter shall give rise to any fiduciary, equitable or contractual
\nduties (including without limitation any duty of trust or confidence) owing by
\nthe Administrative Agent or any member of the Agent153s Group to any Lender
\nincluding any such duty that would prevent or restrict the Agent153s Group from
\nacting on behalf of customers (including the Borrowers or their Affiliates) or
\nfor its own account.<\/p>\n<\/p>\n

SECTION 8.03. Duties of Administrative Agent; Exculpatory Provisions<\/u>.
\n(a) The Administrative Agent153s duties hereunder and under the other Loan
\nDocuments are solely ministerial and administrative in nature and the
\nAdministrative Agent shall not have any duties or obligations except those
\nexpressly set forth herein and in the other Loan Documents. Without limiting the
\ngenerality of the foregoing, the Administrative Agent shall not have any duty to
\ntake any discretionary action or exercise any discretionary powers, but shall be
\nrequired to act or refrain from acting (and shall be fully protected in so
\nacting or refraining from acting) upon the written direction of<\/p>\n<\/p>\n

76<\/p>\n

\n

\n

the Required Lenders (or such other number or percentage of the Lenders as
\nshall be expressly provided for herein or in the other Loan Documents), provided
\nthat the Administrative Agent shall not be required to take any action that, in
\nits opinion or the opinion of its counsel, may expose the Administrative Agent
\nor any of its Affiliates to liability or that is contrary to any Loan Document
\nor applicable law.<\/p>\n<\/p>\n

(b) 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 10.04 or Article VII or (ii) in the
\nabsence of its own gross negligence or willful misconduct. The Administrative
\nAgent shall be deemed not to have knowledge of any Default or the event or
\nevents that give or may give rise to any Default unless and until any Borrower
\nor any Lender shall have given notice to the Administrative Agent describing
\nsuch Default and such event or events.<\/p>\n<\/p>\n

(c) Neither the Administrative Agent nor any member of the Agent153s Group
\nshall be responsible for or have any duty to ascertain or inquire into (i) any
\nstatement, warranty, representation or other information made or supplied in or
\nin connection with this Agreement or any other Loan Document or the information
\nmemorandum, (ii) the contents of any certificate, report or other document
\ndelivered hereunder or thereunder or in connection herewith or therewith or the
\nadequacy, accuracy and\/or completeness of the information contained therein,
\n(iii) the performance or observance of any of the covenants, agreements or other
\nterms or conditions set forth herein or therein or the occurrence of any
\nDefault, (iv) the validity, enforceability, effectiveness or genuineness of this
\nAgreement, any other Loan Document or any other agreement, or instrument or (v)
\nthe satisfaction of any condition set forth in Article IV or elsewhere herein,
\nother than (but subject to the foregoing clause (ii)) to confirm receipt of
\nitems expressly required to be delivered to the Administrative Agent.<\/p>\n<\/p>\n

(d) Nothing in this Agreement or any other Loan Document shall require the
\nAdministrative Agent or any of its Related Parties to carry out any “know your
\ncustomer” or other checks in relation to any person on behalf of any Lender and
\neach Lender confirms to the Administrative Agent that it is solely responsible
\nfor any such checks it is required to carry out and that it may not rely on any
\nstatement in relation to such checks made by the Administrative Agent or any of
\nits Related Parties.<\/p>\n<\/p>\n

SECTION 8.04. Reliance by Administrative Agent<\/u>. The Administrative
\nAgent shall be entitled to rely upon, and shall not incur any<\/p>\n<\/p>\n

77<\/p>\n

\n

\n

liability for relying upon, any notice, request, certificate, consent,
\nstatement, instrument, document or other writing (including any electronic
\nmessage, Internet or intranet website posting or other distribution) believed by
\nit to be genuine and to have been signed, sent or otherwise authenticated by the
\nproper Person. The Administrative Agent also may rely upon any statement made to
\nit orally or by telephone and believed by it to have been made by the proper
\nPerson, and shall not incur any liability for relying thereon. In determining
\ncompliance with any condition hereunder to the making of a Loan that by its
\nterms must be fulfilled to the satisfaction of a Lender, the Administrative
\nAgent may presume that such condition is satisfactory to such Lender unless an
\nofficer of the Administrative Agent responsible for the transactions
\ncontemplated hereby shall have received notice to the contrary from such Lender
\nprior to the making of such Loan. The Administrative Agent may consult with
\nlegal counsel (who may be counsel for the Borrowers), independent accountants
\nand other experts selected by it, and shall not be liable for any action taken
\nor not taken by it in accordance with the advice of any such counsel,
\naccountants or experts.<\/p>\n<\/p>\n

SECTION 8.05. Delegation of Duties<\/u>. 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 sub
\nagent may perform any and all of its duties and exercise its rights and powers
\nby or through their respective Related Parties. Each such sub agent and the
\nRelated Parties of the Administrative Agent and each such sub agent shall be
\nentitled to the benefits of all provisions of this Article VIII and Section
\n10.05 (as though such sub-agents were the “Administrative Agent” under the Loan
\nDocuments) as if set forth in full herein with respect thereto.<\/p>\n<\/p>\n

SECTION 8.06. Resignation of Administrative Agent<\/u>. The Administrative
\nAgent may at any time give notice of its resignation to the Lender and the
\nCompany. Upon receipt of any such notice of resignation, the Required Lenders
\nshall have the right, in consultation with the Company, to appoint a successor,
\nwhich shall be a bank with an office in New York, New York, or an Affiliate of
\nany such bank with an office in New York, New York. If no such successor shall
\nhave been so appointed by the Required Lenders and shall have accepted such
\nappointment within 30 days after the retiring Administrative Agent gives notice
\nof its resignation (such 30-day period, the “Lender Appointment
\nPeriod<\/u>“), then the retiring Administrative Agent may on behalf of the
\nLenders, appoint a successor Administrative Agent meeting the qualifications set
\nforth above. In addition and without any obligation on the part of the retiring
\nAdministrative Agent to appoint, on behalf of the Lenders, a successor
\nAdministrative Agent, the retiring Administrative Agent may at any time upon or
\nafter the end of the Lender<\/p>\n<\/p>\n

78<\/p>\n

\n

\n

Appointment Period notify the Company and the Lenders that no qualifying
\nPerson has accepted appointment as successor Administrative Agent and the
\neffective date of such retiring Administrative Agent153s resignation which
\neffective date shall be no earlier than three business days after the date of
\nsuch notice. Upon the resignation effective date established in such notice and
\nregardless of whether a successor Administrative Agent has been appointed and
\naccepted such appointment, the retiring Administrative Agent153s resignation shall
\nnonetheless become effective and (i) the retiring Administrative Agent shall be
\ndischarged from its duties and obligations as Administrative Agent hereunder and
\nunder the other Loan Documents and (ii) all payments, communications and
\ndeterminations provided to be made by, to or through the Administrative Agent
\nshall instead be made by or to each Lender directly, until such time as the
\nRequired Lenders appoint a successor Administrative Agent as provided for above
\nin this paragraph. Upon the acceptance of a successor153s appointment as
\nAdministrative Agent hereunder, such successor shall succeed to and become
\nvested with all of the rights, powers, privileges and duties as Administrative
\nAgent of the retiring (or retired) Administrative Agent, and the retiring
\nAdministrative Agent shall be discharged from all of its duties and obligations
\nas Administrative Agent hereunder or under the other Loan Documents (if not
\nalready discharged therefrom as provided above in this paragraph). The fees
\npayable by the Borrowers to a successor Administrative Agent shall be the same
\nas those payable to its predecessor unless otherwise agreed between the
\nBorrowers and such successor. After the retiring Administrative Agent153s
\nresignation hereunder and under the other Loan Documents, the provisions of this
\nArticle and Section 10.05 shall continue in effect for the benefit of such
\nretiring Administrative Agent, its sub agents and their respective Related
\nParties in respect of any actions taken or omitted to be taken by any of them
\nwhile the retiring Administrative Agent was acting as Administrative Agent.<\/p>\n<\/p>\n

SECTION 8.07. Non-Reliance on Administrative Agent and Other Lenders<\/u>.
\nEach Lender confirms to the Administrative Agent, each other Lender and each of
\ntheir respective Related Parties that it (i) possesses (individually or through
\nits Related Parties) such knowledge and experience in financial and business
\nmatters that it is capable, without reliance on the Administrative Agent, any
\nother Lender or any of their respective Related Parties, of evaluating the
\nmerits and risks (including tax, legal, regulatory, credit, accounting and other
\nfinancial matters) of (x) entering into this Agreement, (y) making Loans and
\nother extensions of credit hereunder and (z) in taking or not taking actions
\nhereunder and thereunder, (ii) is financially able to bear such risks and (iii)
\nhas determined that entering into this Agreement and making Loans hereunder is
\nsuitable and appropriate for it.<\/p>\n<\/p>\n

(b) Each Lender acknowledges that (i) it is solely responsible for making its
\nown independent appraisal and investigation of all risks arising<\/p>\n<\/p>\n

79<\/p>\n

\n

\n

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

(i) the financial condition, status and capitalization of the Borrowers and
\nthe Subsidiary Guarantors;<\/p>\n<\/p>\n

(ii) the legality, validity, effectiveness, adequacy or enforceability of
\nthis Agreement and each other Loan Document and any other agreement, arrangement
\nor document entered into, made or executed in anticipation of, under or in
\nconnection with any Loan Document;<\/p>\n<\/p>\n

(iii) determining compliance or non-compliance with any condition hereunder
\nto the making of a Loan and the form and substance of all evidence delivered in
\nconnection with establishing the satisfaction of each such condition;<\/p>\n<\/p>\n

(iv) the adequacy, accuracy and\/or completeness of the information memorandum
\nand any other information delivered by the Administrative Agent, any other
\nLender or by any of their respective Related Parties under or in connection with
\nthis Agreement or any other Loan Document, the transactions contemplated hereby
\nand thereby or any other agreement, arrangement or document entered into, made
\nor executed in anticipation of, under or in connection with any Loan Document.\n<\/p>\n<\/p>\n

SECTION 8.08. Indemnification<\/u>. Each Lender shall, ratably in
\naccordance with its Commitment (determined at the time such indemnity is
\nsought), indemnify the Administrative Agent in its capacity as Administrative
\nAgent (to the extent not reimbursed by the Borrowers) against any cost, expense
\n(including reasonable counsel fees and disbursements), loss (except any loss in
\nrespect of any fee arrangement between the Company and the Administrative Agent
\nto which each Lender is not a party) or liability (except such as result from
\nthe Administrative Agent153s gross negligence or willful misconduct) that the
\nAdministrative Agent may suffer or incur in connection with the Loan Documents
\nor any action taken or omitted by the Administrative Agent thereunder.<\/p>\n<\/p>\n

80<\/p>\n

\n

\n

SECTION 8.09. No Other Duties, etc<\/u>. Anything herein to the contrary
\nnotwithstanding, none of the Persons acting as Bookrunners or Arrangers listed
\non the cover page hereof shall have any powers, duties or responsibilities under
\nthis Agreement or any of the other Loan Documents, except in its capacity, as
\napplicable, as the Administrative Agent or as a Lender hereunder.<\/p>\n<\/p>\n

SECTION 8.10. Releases<\/u>. Each of the Lenders hereby directs the
\nAdministrative Agent, at its option and in its discretion, (a) to release any
\nSubsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant
\nto Section 11(b) of the Subsidiary Guaranty and (b) deliver the release
\ndocumentation contemplated by paragraph 4 of Schedule 10.21<\/u> hereto.<\/p>\n<\/p>\n

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

Guarantee<\/u><\/p>\n<\/p>\n

SECTION 9.01. Guarantee<\/u>. The Guarantor hereby guarantees to each
\nLender and the Administrative Agent and their respective successors and assigns
\nthe prompt payment in full when due (whether at stated maturity, by
\nacceleration, by optional prepayment or otherwise) of the principal of and
\ninterest on the Loans made by the Lenders to any Approved Borrower and all other
\namounts from time to time owing to the Lenders or the Administrative Agent by
\nany Approved Borrower under this Agreement or pursuant to its Designation
\nLetter, strictly in accordance with the terms thereof (such obligations being
\nherein collectively called the “Guaranteed Obligations<\/u>“). The Guarantor
\nhereby further agrees that if any Approved Borrower shall fail to pay in full
\nwhen due (whether at stated maturity, by acceleration, by optional prepayment or
\notherwise) any of the Guaranteed Obligations, the Guarantor will promptly pay
\nthe same, without any demand or notice whatsoever, and that in the case of any
\nextension of time of payment or renewal of any of the Guaranteed Obligations,
\nthe same will be promptly paid in full when due (whether at extended maturity,
\nby acceleration or otherwise) in accordance with the terms of such extension or
\nrenewal.<\/p>\n<\/p>\n

SECTION 9.02. Obligations Unconditional<\/u>. The obligations of the
\nGuarantor under Section 9.01 hereof are absolute and unconditional irrespective
\nof the value, genuineness, validity, regularity or enforceability of the
\nobligations of any Approved Borrower under this Agreement or any other agreement
\nor instrument referred to herein or therein (including, without limitation, any
\nDesignation Letter), or any substitution, release or exchange of any other
\nguarantee of or security for any of the Guaranteed Obligations, and, to the
\nfullest extent permitted by applicable law, irrespective of any law, regulation,
\ndecree or order of any jurisdiction, or any other event, affecting<\/p>\n<\/p>\n

81<\/p>\n

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\n

any term of any Guaranteed Obligations, irrespective of any other
\ncircumstance whatsoever which might otherwise constitute a legal or equitable
\ndischarge or defense of a surety or guarantor, it being the intent of this
\nSection 9.02 that the obligations of the Guarantor hereunder shall be absolute
\nand unconditional under any and all circumstances. Without limiting the
\ngenerality of the foregoing, it is agreed that the occurrence of any one or more
\nof the following shall not affect the liability of the Guarantor hereunder:<\/p>\n<\/p>\n

(i) at any time or from time to time, without notice to the Guarantor, the
\ntime for any performance of or compliance with any of the Guaranteed Obligations
\nshall be extended, or such performance or compliance shall be waived;<\/p>\n<\/p>\n

(ii) any of the acts mentioned in any of the provisions of this Agreement or
\nany other agreement or instrument referred to herein or therein shall be done or
\nomitted; or<\/p>\n<\/p>\n

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated,
\nor any of the Guaranteed Obligations shall be modified, supplemented or amended
\nin any respect, or any right under this Agreement or any other agreement or
\ninstrument referred to herein or therein shall be waived or any other guarantee
\nof any of the Guaranteed Obligations or any security therefor shall be released
\nor exchanged in whole or in part or otherwise dealt with.<\/p>\n<\/p>\n

The Guarantor hereby expressly waives diligence, presentment, demand of
\npayment, protest and all notices whatsoever, and any requirement that the
\nAdministrative Agent or any Lender exhaust any right, power or remedy or proceed
\nagainst any Approved Borrower under this Agreement or any other agreement or
\ninstrument referred to herein or therein, or against any other person under any
\nother guarantee of, or security for, any of the Guaranteed Obligations.<\/p>\n<\/p>\n

SECTION 9.03. Reinstatement<\/u>. The obligations of the Guarantor under
\nthis Article IX shall be automatically reinstated if and to the extent that for
\nany reason any payment by or on behalf of any Approved Borrower in respect of
\nthe Guaranteed Obligations is rescinded or must be otherwise restored by any
\nholder of any of the Guaranteed Obligations, whether as a result of any
\nproceedings in bankruptcy or reorganization or otherwise and the Guarantor
\nagrees that it will indemnify the Administrative Agent and each Lender on demand
\nfor all reasonable costs and expenses (including, without limitation, fees of
\ncounsel) incurred by the Administrative Agent or such Lender in connection with
\nsuch rescission or restoration.<\/p>\n<\/p>\n

SECTION 9.04. Subrogation<\/u>. The Guarantor hereby irrevocably waives all
\nrights of subrogation or contribution, whether arising by<\/p>\n<\/p>\n

82<\/p>\n

\n

\n

operation of law (including, without limitation, any such right arising under
\nTitle 11 of the United States Code) or otherwise, by reason of any payment by it
\npursuant to the provisions of this Article IX and further agrees that for the
\nbenefit of each of its creditors (including, without limitation, each Lender and
\nthe Administrative Agent) that any such payment by it of the Guaranteed
\nObligations of any Approved Borrower shall constitute a contribution of capital
\nby the Guarantor to such Approved Borrower.<\/p>\n<\/p>\n

SECTION 9.05. Remedies<\/u>. The Guarantor agrees that, as between the
\nGuarantor and the Lenders, the obligations of any Approved Borrower under this
\nAgreement may be declared to be forthwith due and payable as provided in Article
\nVII hereof (and shall be deemed to have become automatically due and payable in
\nthe circumstances provided in said Article VII) for purposes of Section 9.01
\nhereof notwithstanding any stay, injunction or other prohibition preventing such
\ndeclaration (or such obligations from becoming automatically due and payable) as
\nagainst any Approved Borrower and that, in the event of such declaration (or
\nsuch obligations being deemed to have become automatically due and payable),
\nsuch obligations (whether or not due and payable by such Approved Borrower)
\nshall forthwith become due and payable by the Guarantor for purposes of such
\nSection 9.01.<\/p>\n<\/p>\n

SECTION 9.06. Continuing Guarantee<\/u>. The guarantee in this Article IX
\nis a continuing guarantee, and shall apply to all Guaranteed Obligations
\nwhenever arising.<\/p>\n<\/p>\n

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

Miscellaneous<\/u><\/p>\n<\/p>\n

SECTION 10.01. Notices<\/u>. (a) 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 telecopy, as
\nfollows:<\/p>\n<\/p>\n

(i) if to the Company, to it at 350 Poplar Church Road, Camp Hill,
\nPennsylvania 17011, Attention: Assistant Treasurer (Facsimile No. 717-612-5619),
\nwith a copy to the General Counsel (Facsimile No. 717-763-6402);<\/p>\n<\/p>\n

(ii) if to an Approved Borrower, to it at its address as set forth in its
\nDesignation Letter;<\/p>\n<\/p>\n

(iii) if to the Administrative Agent, to the Administrative Agent153s Office;\n<\/p>\n<\/p>\n

83<\/p>\n

\n

\n

(iv) if to a Lender, to it at its address (or telecopy number) set forth in
\nits Administrative Questionnaire or in the Assignment and Acceptance pursuant to
\nwhich such Lender shall have become a party hereto; and<\/p>\n<\/p>\n

or, if any of (i), (ii), (iii) or (iv), at such other address or facsimile
\nnumber as the applicable party may designate from time to time in a written
\nnotice to the Company and the Administrative Agent.<\/p>\n<\/p>\n

(b) All notices and other communications given to any party hereto in
\naccordance with the provisions of this Agreement shall be deemed to have been
\ngiven, if received during the recipient153s normal business hours, (i) on the date
\nof receipt if delivered by hand or overnight courier service or sent by
\ntelecopy, (ii) on the date of transmission if sent by electronic mail or through
\nthe Internet or (iii) on the date five Business Days after dispatch by certified
\nor registered mail, in each case delivered, sent or mailed (properly addressed)
\nto such party as provided in this Section 10.01 or in accordance with the latest
\nunrevoked direction from such party given in accordance with this Section 10.01.\n<\/p>\n<\/p>\n

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

84<\/p>\n

\n

\n

(d) Each party hereto agrees that the Administrative Agent may make the
\nCommunications available to the Lenders by posting the Communications on
\nIntraLinks or another relevant website, if any, to which each Lender and the
\nAdministrative Agent have access (whether a commercial, third-party website or
\nwhether sponsored by the Administrative Agent) (the “Platform<\/u>“). Nothing
\nin this Section 10.01 shall prejudice the right of the Administrative Agent to
\nmake the Communications available to the Lenders in any other manner specified
\nin this Agreement.<\/p>\n<\/p>\n

(e) Each Borrower hereby acknowledges that certain of the Lenders may be
\n“public-side” Lenders (i.e., Lenders that do not wish to receive material
\nnon-public information with respect to any Borrower or its securities) (each, a
\n“Public Lender<\/u>“). The Company hereby agrees that (i) Communications that
\nare to be made available on the Platform to Public Lenders shall be clearly and
\nconspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
\n“PUBLIC” shall appear prominently on the first page thereof, (ii) by marking
\nCommunications “PUBLIC,” each Borrower shall be deemed to have authorized the
\nAdministrative Agent and the Lenders to treat such Communications as either
\npublicly available information or not material information (although it may be
\nsensitive and proprietary) with respect to each Borrower or its securities for
\npurposes of United States Federal and state securities laws, (iii) all
\nCommunications marked “PUBLIC” are permitted to be made available through a
\nportion of the Platform designated “Public Lender,” and (iv) the Administrative
\nAgent shall be entitled to treat any Communications that are not marked “PUBLIC”
\nas being suitable only for posting on a portion of the Platform not designated
\n“Public Lender.”<\/p>\n<\/p>\n

(f) Each Lender agrees that e-mail notice to it (at the address provided
\npursuant to the next sentence and deemed delivered as provided in the next
\nparagraph) specifying that Communications have been posted to the Platform shall
\nconstitute effective delivery of such Communications to such Lender for purposes
\nof this Agreement. Each Lender agrees (i) to notify the Administrative Agent in
\nwriting (including by electronic communication) from time to time to ensure that
\nthe Administrative Agent has on record an effective e-mail address for such
\nLender to which the foregoing notice may be sent by electronic transmission and
\n(ii) that the foregoing notice may be sent to such e-mail address.<\/p>\n<\/p>\n

(g) Each party hereto agrees that any electronic communication referred to in
\nthis Section 10.01 shall be deemed delivered upon the posting of a record of
\nsuch communication (properly addressed to such party at the e-mail address
\nprovided to the Administrative Agent) as “sent” in the e-mail system of the
\nsending party or, in the case of any such communication to the Administrative
\nAgent, upon the posting of a record of<\/p>\n<\/p>\n

85<\/p>\n

\n

\n

such communication as “received” in the e-mail system of the Administrative
\nAgent; provided that if such communication is not so received by the
\nAdministrative Agent during the normal business hours of the Administrative
\nAgent, such communication shall be deemed delivered at the opening of business
\non the next Business Day for the Administrative Agent.<\/p>\n<\/p>\n

(h) Each party hereto acknowledges that (i) the distribution of material
\nthrough an electronic medium is not necessarily secure and that there are
\nconfidentiality and other risks associated with such distribution, (ii) the
\nCommunications and the Platform are provided “as is” and “as available,” (iii)
\nnone of the Administrative Agent, its affiliates nor any of their respective
\nofficers, directors, employees, agents, advisors or representatives
\n(collectively, the “Citigroup Parties<\/u>“) warrants the adequacy, accuracy
\nor completeness of the Communications or the Platform, and each Citigroup Party
\nexpressly disclaims liability for errors or omissions in any Communications or
\nthe Platform, and (iv) no warranty of any kind, express, implied or statutory,
\nincluding, without limitation, any warranty of merchantability, fitness for a
\nparticular purpose, non-infringement of third party rights or freedom from
\nviruses or other code defects, is made by any Citigroup Party in connection with
\nany Communications or the Platform.<\/p>\n<\/p>\n

SECTION 10.02. Survival of Agreement<\/u>. All covenants, agreements,
\nrepresentations and warranties made by the Borrowers herein and in the
\ncertificates or other instruments prepared or delivered in connection with or
\npursuant to this Agreement or any other Loan Document shall be considered to
\nhave been relied upon by the Lenders and shall survive the making by the Lenders
\nof the Loans, regardless of any investigation made by the Lenders or on their
\nbehalf, and shall continue in full force and effect as long as the principal of
\nor any accrued interest on any Loan or any Fee or any other amount payable under
\nthis Agreement or any other Loan Document is outstanding and unpaid and so long
\nas the Commitments have not been terminated.<\/p>\n<\/p>\n

SECTION 10.03. Binding Effect<\/u>. This Agreement shall become effective
\nwhen it shall have been executed by the Company and the Administrative Agent and
\nwhen the Administrative Agent shall have received copies hereof which, when
\ntaken together, bear the signatures of each Lender, and thereafter shall be
\nbinding upon and inure to the benefit of the Borrowers, the Administrative Agent
\nand each Lender and their respective successors and assigns, except that, other
\nthan an assignment by the Company to the New Parent pursuant to the New Parent
\nAssignment and Assumption Agreement, the Borrowers shall not have the right to
\nassign rights hereunder or any interest herein without the prior consent of all
\nthe Lenders.<\/p>\n<\/p>\n

SECTION 10.04. Successors and Assigns<\/u>. (a) Whenever in this Agreement
\nany of the parties hereto is referred to, such reference shall be deemed to
\ninclude the successors and assigns of such party; and all covenants, promises
\nand agreements by or on behalf of the Borrowers, the Administrative Agent or the
\nLenders that are contained in this Agreement shall bind and inure to the benefit
\nof their respective successors and assigns.<\/p>\n<\/p>\n

86<\/p>\n

\n

\n

(b) Each Lender may assign to one or more assignees all or a portion of its
\ninterests, rights and obligations under this Agreement (including all or a
\nportion of its Commitment and the Loans at the time owing to it);
\nprovided<\/u>, however<\/u>, that (i) the Administrative Agent and, except
\nin the case of an assignment to a Lender or an Affiliate of such Lender, the
\nCompany, must give their prior written consent to such assignment (which consent
\nshall not be unreasonably withheld and in the case of the Company, shall not be
\nrequired during the continuation of an Event of Default), (ii) each such
\nassignment shall be of a constant, and not a varying, percentage of all the
\nassigning Lender153s rights and obligations under this Agreement, (iii) the amount
\nof the Commitment of the assigning Lender subject to each such assignment
\n(determined as of the date the Assignment and Acceptance with respect to such
\nassignment is delivered to the Administrative Agent) shall not be less than
\n$5,000,000 (or, if smaller, such Lender153s remaining Commitment) and the amount
\nof the Commitment of such Lender remaining after such assignment shall not be
\nless than $5,000,000 or shall be zero, (iv) the parties to each such assignment
\nshall execute and deliver to the Administrative Agent an Assignment and
\nAcceptance, and a processing and recordation fee of $3,500, (v) the assignee, if
\nit shall not be a Lender, shall deliver to the Administrative Agent an
\nAdministrative Questionnaire, and (vi) no assignment to the Company or any
\nAffiliate of the Company shall be permitted without the prior written consent of
\neach Lender. Upon acceptance and recording pursuant to paragraph (e) of this
\nSection 10.04, from and after the effective date specified in each Assignment
\nand Acceptance, which effective date shall be at least five Business Days after
\nthe execution thereof, (A) the assignee thereunder shall be a party hereto and,
\nto the extent of the interest assigned by such Assignment and Acceptance, have
\nthe rights and obligations of a Lender under this Agreement and (B) the
\nassigning Lender thereunder shall, to the extent of the interest assigned by
\nsuch Assignment and Acceptance, be released from its obligations under this
\nAgreement (and, in the case of an Assignment and Acceptance covering all or the
\nremaining portion of an assigning Lender153s rights and obligations under this
\nAgreement, such Lender shall cease to be a party hereto (but shall continue to
\nbe entitled to the benefits of Sections 2.13, 2.15, 2.19, 2.22 and 10.05, as
\nwell as to any Fees accrued for its account hereunder and not yet paid)).
\nNotwithstanding the foregoing, any Lender assigning its rights and obligations
\nunder this Agreement may retain any Competitive Loans made by it outstanding at
\nsuch time, and in such case shall retain its rights hereunder in respect of any
\nLoans so retained until such Loans have been repaid in full in accordance with
\nthis Agreement.<\/p>\n<\/p>\n

87<\/p>\n

\n

\n

(c) By executing and delivering an Assignment and Acceptance, the assigning
\nLender thereunder and the assignee thereunder shall be deemed to confirm to and
\nagree with each other and the other parties hereto as follows: (i) such
\nassigning Lender warrants that it is the legal and beneficial owner of the
\ninterest being assigned thereby free and clear of any adverse claim and that its
\nCommitment, if any, and the outstanding balances of its Standby Loans and
\nCompetitive Loans, if any, in each case without giving effect to assignments
\nthereof which have not become effective, are as set forth in such Assignment and
\nAcceptance, (ii) except as set forth in (i) above, such assigning Lender makes
\nno representation or warranty and assumes no responsibility with respect to any
\nstatements, warranties or representations made in or in connection with this
\nAgreement, or the execution, legality, validity, enforceability, genuineness,
\nsufficiency or value of this Agreement, any other Loan Document or any other
\ninstrument or document furnished pursuant hereto or the financial condition of
\nthe Company or any Subsidiary or the performance or observance by any Borrower
\nor any Subsidiary Guarantor of any of its obligations under this Agreement, any
\nother Loan Document or any other instrument or document furnished pursuant
\nhereto; (iii) such assignee represents and warrants that it is legally
\nauthorized to enter into such Assignment and Acceptance; (iv) such assignee
\nconfirms that it has received a copy of this Agreement, together with copies of
\nthe most recent financial statements delivered pursuant to Section 5.04 and such
\nother documents and information as it has deemed appropriate to make its own
\ncredit analysis and decision to enter into such Assignment and Acceptance; (v)
\nsuch assignee will independently and without reliance upon the Administrative
\nAgent, such assigning Lender or any other Lender and based on such documents and
\ninformation as it shall deem appropriate at the time, continue to make its own
\ncredit decisions in taking or not taking action under this Agreement; (vi) such
\nassignee appoints and authorizes the Administrative Agent to take such action as
\nagent on its behalf and to exercise such powers under this Agreement as are
\ndelegated to the Administrative Agent by the terms hereof, together with such
\npowers as are reasonably incidental thereto; and (vii) such assignee agrees that
\nit will perform in accordance with their terms all the obligations which by the
\nterms of this Agreement are required to be performed by it as a Lender.<\/p>\n<\/p>\n

(d) The Administrative Agent shall maintain at one of its offices in The City
\nof New York a copy of each Assignment and Acceptance delivered to it and a
\nregister for the recordation of the names and addresses of the Lenders, and the
\nCommitment of, and principal amount of the Loans owing to, each Lender pursuant
\nto the terms hereof from time to time (the “Register<\/u>“). The entries in
\nthe Register shall be conclusive in the absence of manifest error and the
\nBorrowers, the Administrative Agent and the Lenders may treat each person whose
\nname is recorded in the Register pursuant to the terms hereof as a Lender
\nhereunder for all purposes of this Agreement. The Register shall be available
\nfor inspection by the Company and any Lender, at any reasonable time and from
\ntime to time upon reasonable prior notice.<\/p>\n<\/p>\n

88<\/p>\n

\n

\n

(e) Upon its receipt of a duly completed Assignment and Acceptance executed
\nby an assigning Lender and an assignee, an Administrative Questionnaire
\ncompleted in respect of the assignee (unless the assignee shall already be a
\nLender hereunder), the processing and recordation fee referred to in paragraph
\n(b) above and, if required, the written consent of the Company and the
\nAdministrative Agent to such assignment, the Administrative Agent shall (i)
\naccept such Assignment and Acceptance, (ii) record the information contained
\ntherein in the Register and (iii) give prompt notice thereof to the Lenders.<\/p>\n<\/p>\n

(f) Upon giving written notice to the Company, each Lender may without the
\nconsent of the Company or the Administrative Agent sell participations to one or
\nmore banks or other entities (other than the Company or an Affiliate of the
\nCompany, unless prior consent thereto has been given to the Company in writing
\nby each Lender) in all or a portion of its rights and obligations under this
\nAgreement (including all or a portion of its Commitment and the Loans owing to
\nit); provided<\/u>, however<\/u>, that (i) such Lender153s obligations under
\nthis Agreement shall remain unchanged, (ii) such Lender shall remain solely
\nresponsible to the other parties hereto for the performance of such obligations,
\n(iii) the participating banks or other entities shall be entitled to the benefit
\nof the cost protection provisions contained in Sections 2.13, 2.15, 2.19 and
\n2.22 to the same extent as if they were Lenders and (iv) the Borrowers, the
\nAdministrative Agent and the other Lenders shall continue to deal solely and
\ndirectly with such Lender in connection with such Lender153s rights and
\nobligations under this Agreement, and such Lender shall retain the sole right to
\nenforce the obligations of the Borrowers relating to the Loans and to approve
\nany amendment, modification or waiver of any provision of this Agreement (other
\nthan amendments, modifications or waivers decreasing any fees payable hereunder
\nor the amount of principal of or the rate at which interest is payable on the
\nLoans, extending any scheduled principal payment date or date fixed for the
\npayment of interest on the Loans or changing or extending the Commitments).<\/p>\n<\/p>\n

(g) Any Lender or participant may, in connection with any assignment or
\nparticipation or proposed assignment or participation pursuant to this Section
\n10.04, disclose to the assignee or participant or proposed assignee or
\nparticipant any information relating to the Borrowers or the Subsidiary
\nGuarantors furnished to such Lender by or on behalf of the Borrowers or the
\nSubsidiary Guarantors; provided<\/u> that, prior to any such disclosure of
\ninformation designated by the Company as confidential, each such assignee or
\nparticipant or proposed assignee or participant shall execute an agreement
\nwhereby such assignee or participant shall agree (subject to customary<\/p>\n<\/p>\n

89<\/p>\n

\n

\n

exceptions) to preserve the confidentiality of such confidential information.
\nIt is understood that confidential information relating to the Borrowers or the
\nSubsidiary Guarantors would not ordinarily be provided in connection with
\nassignments or participations of Competitive Loans.<\/p>\n<\/p>\n

(h) Any Lender may at any time assign as security all or any portion of its
\nrights under this Agreement, including to a Federal Reserve Bank;
\nprovided<\/u> that no such assignment shall release a Lender from any of its
\nobligations hereunder.<\/p>\n<\/p>\n

(i) The Borrowers shall not assign or delegate any of their rights or duties
\nhereunder, except as permitted by Section 6.03; provided<\/u> that Harsco
\nCorporation may assign its rights and duties hereunder to the New Parent
\npursuant to the New Parent Assignment and Assumption Agreement.<\/p>\n<\/p>\n

SECTION 10.05. Expenses; Indemnity<\/u>. (a)Each Borrower agrees to pay all
\nreasonable and properly documented out-of-pocket expenses incurred by the
\nAdministrative Agent in connection with the preparation of this Agreement and
\nthe other Loan Documents or in connection with any amendments, modifications or
\nwaivers of the provisions hereof or thereof (whether or not the transactions
\nhereby contemplated shall be consummated) or incurred by the Administrative
\nAgent or any Lender in connection with the enforcement or protection of their
\nrights in connection with this Agreement and the other Loan Documents or in
\nconnection with the Loans made hereunder, including the reasonable fees, charges
\nand disbursements of Chadbourne & Parke LLP, counsel for the Administrative
\nAgent, and, in connection with any such amendment, modification or waiver or any
\nsuch enforcement or protection, the reasonable fees, charges and disbursements
\nof any other counsel for the Administrative Agent or any Lender. Each Borrower
\nfurther agrees that it shall indemnify the Lenders from and hold them harmless
\nagainst any documentary taxes, assessments or charges made by any Governmental
\nAuthority by reason of the execution and delivery of this Agreement or any of
\nthe other Loan Documents.<\/p>\n<\/p>\n

(b) Each Borrower agrees to indemnify the Administrative Agent, each Lender,
\nany of their respective Affiliates that have made Loans as provided in Section
\n2.02(b) and the respective directors, officers, employees and agents of the
\nforegoing persons (each such person being called an “Indemnitee<\/u>“)
\nagainst, and to hold each Indemnitee harmless from, any and all losses, claims,
\ndamages, liabilities and related expenses, including reasonable counsel fees,
\ncharges and disbursements, incurred by or asserted against any Indemnitee
\narising out of, in any way connected with, or as a result of (i) the execution
\nor delivery of this Agreement or any other Loan Document or any agreement or
\ninstrument contemplated thereby, the performance by the parties thereto of their
\nrespective obligations thereunder or<\/p>\n<\/p>\n

90<\/p>\n

\n

\n

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

(c) To the fullest extent permitted by applicable law, the Borrowers shall
\nnot assert, and hereby waive, any claim against any Indemnitee, on any theory of
\nliability, for special, indirect, consequential or punitive damages (as opposed
\nto direct or actual damages) arising out of, in connection with, or as a result
\nof, this Agreement, any other Loan Document or any agreement or instrument
\ncontemplated hereby, the transactions contemplated hereby or thereby, any Loan
\nor the use of the proceeds thereof. No Indemnitee referred to in Section
\n10.05(b) shall be liable for any damages arising from the use by unintended or
\nunauthorized recipients of any information or other materials distributed by it
\nthrough telecommunications, electronic or other similar information transmission
\nsystems in connection with this Agreement or the other Loan Documents or the
\ntransactions contemplated hereby or thereby.<\/p>\n<\/p>\n

(d) The provisions of this Section 10.05 shall remain operative and in full
\nforce and effect regardless of the expiration of the term of this Agreement, the
\nconsummation of the transactions contemplated hereby, the repayment of any of
\nthe Loans, the invalidity or unenforceability of any term or provision of this
\nAgreement or any other Loan Document, or any investigation made by or on behalf
\nof the Administrative Agent or any Lender. All amounts due under this Section
\n10.05 shall be payable on written demand therefor.<\/p>\n<\/p>\n

SECTION 10.06. Right of Setoff<\/u>. If an Event of Default shall have
\noccurred and be continuing, each Lender (and any of its Affiliates) is hereby
\nauthorized at any time and from time to time, to the fullest extent permitted by
\nlaw, to set off and apply any and all deposits (general or special,<\/p>\n<\/p>\n

91<\/p>\n

\n

\n

time or demand, provisional or final) at any time held and other indebtedness
\nat any time owing by such Lender (or any of its Affiliates) to or for the credit
\nor the account of any Borrower against any of and all the obligations of such
\nBorrower now or hereafter existing under this Agreement and other Loan Documents
\nheld by such Lender, irrespective of whether or not such Lender shall have made
\nany demand under this Agreement or such other Loan Document and although such
\nobligations may be unmatured. The rights of each Lender under this Section are
\nin addition to other rights and remedies (including other rights of setoff)
\nwhich such Lender may have.<\/p>\n<\/p>\n

SECTION 10.07. Applicable Law<\/u>. THIS AGREEMENT AND THE OTHER LOAN
\nDOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
\nSTATE OF NEW YORK.<\/p>\n<\/p>\n

SECTION 10.08. Waivers: Amendment<\/u>. (a)No failure or delay of the
\nAdministrative Agent or any Lender in exercising any power or right hereunder
\nshall operate as a waiver thereof, nor shall any single or partial exercise of
\nany such right or power, or any abandonment or discontinuance of steps to
\nenforce such a right or power, preclude any other or further exercise thereof or
\nthe exercise of any other right or power. The rights and remedies of the
\nAdministrative Agent and the Lenders hereunder and under the other Loan
\nDocuments are cumulative and are not exclusive of any rights or remedies which
\nthey would otherwise have. No waiver of any provision of this Agreement or any
\nother Loan Document or consent to any departure by any Borrower therefrom shall
\nin any event be effective unless the same shall be permitted by paragraph (b)
\nbelow, and then such waiver or consent shall be effective only in the specific
\ninstance and for the purpose for which given. No notice or demand on any
\nBorrower in any case shall entitle such Borrower to any other or further notice
\nor demand in similar or other circumstances.<\/p>\n<\/p>\n

(b) Neither this Agreement nor any provision hereof may be waived, amended or
\nmodified except pursuant to an agreement or agreements in writing entered into
\nby the Company and the Required Lenders; provided<\/u>, however<\/u>, that
\nno such agreement shall (i) decrease the principal amount of, or extend the
\nmaturity of or any scheduled principal payment date or date for the payment of
\nany interest on any Loan, or waive or excuse any such payment or any part
\nthereof, or decrease the rate of interest on any Loan, without the prior written
\nconsent of each Lender affected thereby, (ii) change or extend the Commitment or
\ndecrease the Commitment Fees of any Lender without the prior written consent of
\nsuch Lender, (iii) change Section 2.17 in a manner that would alter the pro rata
\nsharing of payments required thereby without the prior written consent of each
\nLender, or (iv) amend or modify the provisions of Section 2.16, release the
\nGuarantor from its obligations under Article IX, except as contemplated by
\nSection 8.10, release any Subsidiary<\/p>\n<\/p>\n

92<\/p>\n

\n

\n

Guarantor from its obligations under the Subsidiary Guaranty, or amend or
\nmodify the provisions of this Section, the definition of “Required Lenders”, or
\nany provision hereof which requires the consent of each Lender, without the
\nprior written consent of each Lender; provided further<\/u> that no such
\nagreement shall amend, modify or otherwise affect the rights or duties of the
\nAdministrative Agent hereunder without the prior written consent of the
\nAdministrative Agent. Anything herein to the contrary notwithstanding, during
\nsuch period that a Lender is a Defaulting Lender, to the fullest extent
\npermitted by applicable law, such Defaulting Lender will not be entitled to vote
\nin respect of amendments and waivers hereunder which are subject to the approval
\nof the Required Lenders, and the Commitment and the outstanding Loans or other
\nextensions of credit of such Defaulting Lender hereunder will not be taken into
\naccount in determining whether the Required Lenders have approved any such
\namendment or waiver (and the definition of “Required Lenders” will automatically
\nbe deemed modified accordingly for the duration of such period).<\/p>\n<\/p>\n

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

SECTION 10.10. Entire Agreement<\/u>. This Agreement and the other Loan
\nDocuments constitute the entire contract between the parties relative to the
\nsubject matter hereof. Any previous agreement among the parties with respect to
\nthe subject matter hereof is superseded by this Agreement and the other Loan
\nDocuments. Nothing in this Agreement or in the other Loan Documents, expressed
\nor implied, is intended to confer upon any party other than the parties hereto
\nand thereto any rights, remedies, obligations or liabilities under or by reason
\nof this Agreement or the other Loan Documents.<\/p>\n<\/p>\n

SECTION 10.11. Waiver of Jury Trial<\/u>. Each party hereto hereby waives,
\nto the fullest extent permitted by applicable law, any right it may have to a
\ntrial by jury in respect of any litigation directly or indirectly arising out
\nof, under or in connection with this Agreement or any of the other Loan
\nDocuments. Each party hereto (a) certifies that no representative, agent or
\nattorney of any other party has represented, expressly or otherwise, that such
\nother party would not, in the event of litigation, seek to enforce the foregoing
\nwaiver and (b) acknowledges that it and the other parties hereto have been<\/p>\n<\/p>\n

93<\/p>\n

\n

\n

induced to enter into this Agreement and the other Loan Documents, as
\napplicable, by, among other things, the mutual waivers and certifications in
\nthis Section 10.11.<\/p>\n<\/p>\n

SECTION 10.12. Severability<\/u>. In the event any one or more of the
\nprovisions contained in this Agreement or in any other Loan Document should be
\nheld invalid, illegal or unenforceable in any respect, the validity, legality
\nand enforceability of the remaining provisions contained herein and therein
\nshall not in any way be affected or impaired thereby. The parties shall endeavor
\nin good-faith negotiations to replace the invalid, illegal or unenforceable
\nprovisions with valid provisions the economic effect of which comes as close as
\npossible to that of the invalid, illegal or unenforceable provisions.<\/p>\n<\/p>\n

SECTION 10.13. Judgment Currency<\/u>. (a)The Borrowers153 obligations
\nhereunder and under the other Loan Documents to make payments in Dollars or in
\nany Alternative Currency (the “Obligation Currency<\/u>“) shall not be
\ndischarged or satisfied by any tender or recovery pursuant to any judgment
\nexpressed in or converted into any currency other than the Obligation Currency,
\nexcept to the extent that such tender or recovery results in the effective
\nreceipt by the Administrative Agent or a Lender of the full amount of the
\nObligation Currency expressed to be payable to the Administrative Agent or such
\nLender under this Agreement or the other Loan Documents. If, for the purpose of
\nobtaining or enforcing judgment against any Borrower or in any court or in any
\njurisdiction, it becomes necessary to convert into or from any currency other
\nthan the Obligation Currency (such other currency being hereinafter referred to
\nas the “Judgment Currency<\/u>“) an amount due in the Obligation Currency, the
\nconversion shall be made at the Alternative Currency Equivalent or Dollar
\nEquivalent, in the case of any Alternative Currency or Dollars, and, in the case
\nof other currencies, the rate of exchange (as quoted by the Administrative Agent
\nor if the Administrative Agent does not quote a rate of exchange on such
\ncurrency, by a known dealer in such currency designated by the Administrative
\nAgent) determined, in each case, as of the date immediately preceding the day on
\nwhich the judgment is given (such Business Day being hereinafter referred to as
\nthe “Judgment Currency Conversion Date<\/u>“).<\/p>\n<\/p>\n

(b) If there is a change in the rate of exchange prevailing between the
\nJudgment Currency Conversion Date and the date of actual payment of the amount
\ndue, each Borrower covenants and agrees to pay, or cause to be paid, as a
\nseparate obligation and notwithstanding any judgment, such additional amounts,
\nif any (but in any event not a lesser amount), as may be necessary to ensure
\nthat the amount paid in the Judgment Currency, when converted at the rate of
\nexchange prevailing on the date of payment, will produce the amount of the
\nObligation Currency which could have been<\/p>\n<\/p>\n

94<\/p>\n

\n

\n

purchased with the amount of Judgment Currency stipulated in the judgment or
\njudicial award at the rate of exchange prevailing on the Judgment Currency
\nConversion Date.<\/p>\n<\/p>\n

(c) For purposes of determining the Alternative Currency Equivalent or Dollar
\nEquivalent or rate of exchange for this Section, such amounts shall include any
\npremium and costs payable in connection with the purchase of the Obligation
\nCurrency.<\/p>\n<\/p>\n

SECTION 10.14. Counterparts<\/u>. This Agreement may be executed in two or
\nmore counterparts, each of which shall constitute an original but all of which
\nwhen taken together shall constitute but one contract, and shall become
\neffective as provided in Section 10.03. Delivery of an executed signature page
\nof this Agreement by facsimile transmission, electronic mail or by posting on
\nthe Platform shall be as effective as delivery of a manually executed
\ncounterpart hereof.<\/p>\n<\/p>\n

SECTION 10.15. Headings<\/u>. Article and Section headings and the Table of
\nContents used herein are for convenience of reference only, are not part of this
\nAgreement and are not to affect the construction of, or to be taken into
\nconsideration in interpreting, this Agreement.<\/p>\n<\/p>\n

SECTION 10.16. Jurisdiction: Consent to Service of Process<\/u>. (a)The
\nCompany and each other Borrower that is a Domestic Subsidiary hereby irrevocably
\nand unconditionally submits, for itself and its property, to the exclusive
\njurisdiction of, and each other Borrower hereby irrevocably and unconditionally
\nsubmits, for itself and its property, to the nonexclusive jurisdiction of, any
\nNew York State court or Federal court of the United States of America sitting in
\nNew York City, and any appellate court from any thereof, in any action or
\nproceeding arising out of or relating to this Agreement or the other Loan
\nDocuments, or for recognition or enforcement of any judgment, and each of the
\nparties hereto hereby irrevocably and unconditionally agrees that all claims in
\nrespect of any such action or proceeding may be heard and determined in such New
\nYork State or, to the extent permitted by law, in such Federal court. Each of
\nthe parties 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 shall
\naffect any right that any Lender may otherwise have to bring any action or
\nproceeding relating to this Agreement or the other Loan Documents against any
\nBorrower or its properties in the courts of any jurisdiction.<\/p>\n<\/p>\n

(b) Each Borrower hereby irrevocably and unconditionally waives, to the
\nfullest extent it may legally and effectively do so, any objection which it may
\nnow or hereafter have to the laying of venue of any suit, action or proceeding
\narising out of or relating to this Agreement or the other Loan<\/p>\n<\/p>\n

95<\/p>\n

\n

\n

Documents in any New York State or Federal court. Each of the parties hereto
\nhereby irrevocably waives, to the fullest extent permitted by law, the defense
\nof an inconvenient forum to the maintenance of such action or proceeding in any
\nsuch court.<\/p>\n<\/p>\n

(c) Each party to this Agreement irrevocably consents to service of process
\nin the manner provided for notices in Section 10.01. Nothing in this Agreement
\nwill affect the right of any party to this Agreement to serve process in any
\nother manner permitted by law.<\/p>\n<\/p>\n

SECTION 10.17. USA Patriot Act<\/u>. Each Lender hereby notifies the
\nBorrowers that pursuant to the requirements of the USA Patriot Act (Title III of
\nPub. L. 107-56 (signed into law October 26, 2001)) (the “Act<\/u>“), it is
\nrequired to obtain, verify and record information that identifies each Borrower,
\nwhich information includes the name and address of each Borrower and other
\ninformation that will allow such Lender to identify each Borrower in accordance
\nwith the Act.<\/p>\n<\/p>\n

SECTION 10.18. No Fiduciary Relationship<\/u>. The Borrowers agree that in
\nconnection with all aspects of the transactions contemplated hereby and any
\ncommunications in connection therewith, the Borrowers and their Affiliates, on
\nthe one hand, and the Administrative Agent, the Lenders and their respective
\nAffiliates, on the other hand, will have a business relationship that does not
\ncreate, by implication or otherwise, any fiduciary duty on the part of the
\nAdministrative Agent, the Lenders or their respective Affiliates, and no such
\nduty will be deemed to have arisen in connection with any such transactions or
\ncommunications.<\/p>\n<\/p>\n

SECTION 10.19. Confidentiality<\/u>. Each of the Administrative Agent and
\neach Lender agrees, for the benefit of the Company and each other Borrower, to
\nmaintain the confidentiality of the Information (as defined below), except that
\nInformation may be disclosed (a) to its Affiliates and to its and its
\nAffiliates153 respective managers, administrators, trustees, partners, directors,
\nofficers, employees, agents, advisors and other representatives (it being
\nunderstood that the Persons to whom such disclosure is made will be informed of
\nthe confidential nature of such Information and instructed to keep such
\nInformation confidential), (b) to the extent requested by any regulatory
\nauthority purporting to have jurisdiction over it (including any self-regulatory
\nauthority, such as the National Association of Insurance Commissioners), (c) to
\nthe extent required by applicable laws or regulations or by any subpoena or
\nsimilar legal process, (d) to any other party hereto, (e) in connection with the
\nexercise of any remedies hereunder or under any other Loan Document or any
\naction or proceeding relating to this Agreement or any other Loan Document or
\nthe enforcement of rights hereunder or thereunder, (f) subject to an agreement
\ncontaining provisions substantially the<\/p>\n<\/p>\n

96<\/p>\n

\n

\n

same as those of this Section, to (i) any assignee of or participant in, or
\nany prospective assignee of or participant in, any of its rights or obligations
\nunder this Agreement or (ii) any actual or prospective party (or its managers,
\nadministrators, trustees, partners, directors, officers, employees, agents,
\nadvisors and other representatives) to any swap or derivative or similar
\ntransaction under which payments are to be made by reference to any Borrower and
\nits obligations, this Agreement or payments hereunder, (iii) any rating agency,
\nor (iv) the CUSIP Service Bureau or any similar organization, (g) with the
\nwritten consent of the Company or (h) to the extent such Information (x) becomes
\npublicly available other than as a result of a breach of this Section or (y)
\nbecomes available to the Administrative Agent, any Lender or any of their
\nrespective Affiliates on a nonconfidential basis from a source other than the
\nBorrowers.<\/p>\n<\/p>\n

For purposes of this Section, “Information” 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 or any Lender on a
\nnonconfidential basis prior to disclosure by the Company or any of its
\nSubsidiaries, provided that, in the case of information received from the
\nCompany or any of its Subsidiaries after the date hereof, such information is
\nclearly identified at the time of delivery as confidential. Any Person required
\nto maintain the confidentiality of Information as provided in this Section shall
\nbe considered 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.<\/p>\n<\/p>\n

SECTION 10.20. Cure of Defaulting Lender Status<\/u>. Except as otherwise
\nprovided in the definition of “Defaulting Lender”, if the Company and the
\nAdministrative Agent agree in writing in their discretion that a Lender that is
\na Defaulting Lender should no longer be deemed to be a Defaulting Lender, the
\nAdministrative 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, such Lender will, to the extent applicable, purchase such portion of
\noutstanding Loans of the other Lenders and\/or make such other adjustments as the
\nAdministrative Agent may determine to be necessary to cause the Committed Credit
\nExposure of the Lenders to be on a pro rata basis in accordance with their
\nrespective Commitments, whereupon such Lender will cease to be a Defaulting
\nLender (and such Committed Credit Exposure of each Lender will automatically be
\nadjusted on a prospective basis to reflect the foregoing); provided<\/u> that
\nno adjustments will be made retroactively with respect to Commitment Fees
\naccrued or payments made by or on behalf of the Borrowers while such Lender was
\na Defaulting Lender; and provided<\/u>, further<\/u>, that except to the
\nextent otherwise expressly<\/p>\n<\/p>\n

97<\/p>\n

\n

\n

agreed by the affected parties, no termination of a Lender153s status as a
\nDefaulting Lender will constitute a waiver or release of any claim of any party
\nhereunder arising from such Lender153s having been a Defaulting Lender.<\/p>\n<\/p>\n<\/p>\n

[Remainder of page intentionally left blank]<\/em><\/p>\n

\n

98<\/p>\n

\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
\nexecuted by their duly authorized officers, all as of the date first above
\nwritten.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
\n

HARSCO CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Salvadore D. Fazzolari<\/p>\n

Title: Chairman and Chief Executive Officer<\/p>\n<\/td>\n

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

CITIBANK, N.A.,<\/p>\n

as Administrative Agent<\/p>\n<\/td>\n

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

Name: Kevin A. Ege<\/p>\n

Title: Authorized Signer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

CITIBANK, N.A.,<\/p>\n

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

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

Name: Kevin A. Ege<\/p>\n

Title: Authorized Signer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

THE ROYAL BANK OF SCOTLAND PLC,<\/p>\n

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

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

Name: L. Peter Yetman<\/p>\n

Title: Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

[SIGNATURE PAGE TO HARSCO FIVE-YEAR CREDIT AGREEMENT]<\/p>\n

\n

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

BANK OF TOKYO-MITSUBISHI UFJ<\/p>\n

TRUST COMPANY,<\/p>\n

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

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

Name: Brian McNany<\/p>\n

Title: Assistant Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

HSBC BANK USA, NATIONAL<\/p>\n

ASSOCIATION,<\/p>\n

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

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

Name: Adriana D. Collins<\/p>\n

Title: Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

ING BANK N.V., DUBLIN BRANCH,<\/p>\n

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

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

Name: Maruice Kenny<\/p>\n

Title: Director<\/p>\n

Name: Aidan Neill<\/p>\n

Title: Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

LLOYDS TSB BANK, PLC,<\/p>\n

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

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

Name: Deborah Carlson<\/p>\n

Title: Senior Vice President<\/p>\n

Name: Lana Chervonckaya<\/p>\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

PNC BANK, NATIONAL ASSOCIATION,<\/p>\n

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

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

Name: Brian T. Vesey<\/p>\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

US BANK N.A.,<\/p>\n

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

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

Name: Michael P. Dickman<\/p>\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n\n\n\n\n
\n

INTESA SANPAOLO SPA,<\/p>\n

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

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

Name: Luca Sacchi<\/p>\n

Title: Vice President<\/p>\n

Name: Robert Wurster<\/p>\n

Title: Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

SVENSKA HANDELSBANKEN AB,<\/p>\n

NEW YORK BRANCH,<\/p>\n

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

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

Name: Mark Emmett<\/p>\n

Title: Vice President<\/p>\n

Name: Anders Abelsen<\/p>\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

BANK OF CHINA,<\/p>\n

NEW YORK BRANCH,<\/p>\n

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

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

Name: Xiaojiang Li<\/p>\n

Title: General Manager<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

COMMERZBANK AG,<\/p>\n

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

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

Name: Robert S. Taylor<\/p>\n

Title: Senior Vice President<\/p>\n

Name: Sandy Bau<\/p>\n

Title: Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

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

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

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

Name: Deborah R. Winkler<\/p>\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

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

MANUFACTURERS AND TRADERS<\/p>\n

TRUST COMPANY,<\/p>\n

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

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

Name: Tracey E. Sawyer-Calhoun<\/p>\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

MIZUHO CORPORATE BANK (USA),<\/p>\n

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

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

Name: Leon Mo<\/p>\n

Title: Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

SOCIETE GENERALE,<\/p>\n

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

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

Name: Kimberly Metzger<\/p>\n

Title: Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

WELLS FARGO BANK, N.A.,<\/p>\n

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

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

Name: James Travagline<\/p>\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

BANK OF TAIWAN,<\/p>\n

LOS ANGELES BRANCH,<\/p>\n

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

\n

Name: Chwan-Ming Ho<\/p>\n

Title: Vice President & General Manager<\/p>\n<\/td>\n

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

NATIONAL AUSTRALIA BANK<\/p>\n

LIMITED,<\/p>\n

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

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

Name: Courtney A. Cloe<\/p>\n

Title: Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n\n\n\n\n
\n

CHANG HWA COMMERCIAL BANK,<\/p>\n

LTD., LOS ANGELES BRANCH,<\/p>\n

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

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

Name: Beverley Chen<\/p>\n

Title: Vice President & General Manager<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

MEGA INTERNATIONAL<\/p>\n

COMMERCIAL BANK CO., LTD.<\/p>\n

LOS ANGELES BRANCH,<\/p>\n

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

\n

Name: Chia Jang Liu<\/p>\n

Title: Senior Vice President & General Manager<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7728],"corporate_contracts_industries":[9455],"corporate_contracts_types":[9561,9560],"class_list":["post-41347","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-harsco-corp","corporate_contracts_industries-manufacturing__metal","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\/41347","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=41347"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41347"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41347"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41347"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}