PIK BRIDGE LOAN AGREEMENT

Exhibit 4.14

PIK BRIDGE LOAN AGREEMENT

among

K-L SUB 1 INC.,
as Borrower,

The Lenders from Time to Time Party Hereto,

MERRILL LYNCH CAPITAL CORPORATION,
as Agent,

Dated as of November 20, 2000

MERRILL LYNCH INTERNATIONAL,
as Arranger

Table of Contents

        This PIK BRIDGE LOAN AGREEMENT is dated as of November 20, 2000, and is made among K-L SUB 1, INC., a Delaware corporation, as borrower (the " Borrower "), the Lenders (as defined in Section 1), Merrill Lynch Capital Corporation, as Agent (the " Agent "), Merrill Lynch International, as Arranger, (in such capacity, the " Arranger ").

RECITALS:

        Pursuant to an acquisition agreement dated September 25, 2000 (the " Acquisition Agreement "), K-L Holdings, Inc., a newly formed Delaware corporation (the " Parent ") agreed to acquire (the " Acquisition ") the Plastics and Compoundings, Water Technologies, Timber Technologies, Water Treatments, GD Holmes, Electronics, Pigments and Additives divisions (the " Target Business ") of Laporte Plc (the " Seller "). In connection with the financing of the Acquisition, (a) an affiliate of Kohlberg Kravis Roberts & Co. L.P. (the " Sponsor ") will invest in newly issued common stock of the Parent which owns directly 100% of the issued share capital of the Borrower for consideration paid to the Parent of approximately $282,000,000 in cash (the " Equity Financing ") with further consideration of $3,000,000 upon issuance of the Senior Subordinated Notes (as defined in Section 1.1), such amounts to be contributed to the Borrower as common equity, (b) the Borrower will borrow an aggregate principal amount of up to $100,000,000 pursuant to this Agreement (the " PIK Proceeds "), (c) the Borrower will contribute the PIK Proceeds and the Equity Financing to K-L Sub 2, Inc. (" Holdings ") as common equity, (d) Holdings will contribute the PIK Proceeds and the Equity Financing to K-L Sub 3, Inc. (the " Acquiror ") as common equity, (e) the Acquiror will borrow (i) an aggregate principal amount of up to $325,000,000 under a senior subordinated facility (the " High Yield Bridge Facility ") provided by The Chase Manhattan Bank, Merrill Lynch Capital Corporation, Goldman Sachs Credit Partners L.P. and a syndicate of lenders pursuant to a credit agreement dated as of the date hereof (the " Bridge Loan Agreement "), among the Acquiror as borrower, the Parent, the Borrower, Holdings, the lenders party thereto and The Chase Manhattan Bank, as Agent thereunder, Merrill Lynch & Co., as syndication agent thereunder and Goldman Sachs Credit Partners L.P., as documentation agent thereunder, and (ii) an aggregate principal amount of up to $520,000,000 under senior secured facilities provided by The Chase Manhattan Bank, Merrill Lynch Capital Corporation, Goldman Sachs Credit Partners L.P. and a syndicate of lenders pursuant to a credit agreement dated as of the date hereof (the " Senior Secured Credit Agreement "), among the Parent, Holdings, the Borrower, the lenders party thereto, The Chase Manhattan Bank, as administrative agent thereunder, Merrill Lynch & Co., as syndication agent thereunder and Goldman Sachs Credit Partners L.P., as documentation agent thereunder and (f) certain fees and expenses incurred in connection with the transactions described in this paragraph will be paid. Concurrently with the borrowing of the Senior Term Loans (as herein defined) under the Senior Secured Credit Agreement and the loans under the High Yield Bridge Facility, the Borrower will borrow the Loans. The proceeds of the Loans will be used solely to contribute common equity and to pay a portion of the purchase price under the Acquisition Agreement and to pay related fees and expenses. The transactions described above are referred to collectively as the " Transactions ".

        The parties hereto hereby agree as follows:

        SECTION 1.     Definitions.

        As used herein, the following terms shall have the meanings specified in this Section 1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):

        1.1     Defined Terms.     " Acquired Indebtedness " means, with respect to any specified Person, (i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted

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Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        " Acquisition " is defined in the recitals.

        " Acquisition Agreement " is defined in the recitals.

        " Acquisition Documents " means the Acquisition Agreement and all other agreements executed from time to time pursuant to the Acquisition Agreement between the parties thereto.

        " Affiliate " of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, " control " (including, with correlative meanings, the terms " controlling ," " controlled by " and " under common control with "), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

        " Agent " means Merrill Lynch International, together with its affiliates, as the Agent for the Lenders under this Agreement and the other Credit Documents.

        " Agent's Office " means the office of the Agent located at 4 World Financial Centre, 7 ^th Floor, New York, NY 10080 or such other office as the Agent may hereafter designate in writing as such to the other parties hereto.

        " Agreement " means this PIK Bridge Loan Agreement.

        " Arranger " is defined in the recitals.

        " Asset Sale " means (i) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a sale and leaseback) of the Borrower or any Restricted Subsidiary (each referred to in this definition as a " disposition ") or (ii) the sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than:

•         (a)   a disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or inventory or goods held for sale in the ordinary course of business;

          (b)   the disposition of all or substantially all of the assets of the Borrower in a manner permitted pursuant to Section 10.5 or any disposition that constitutes a Change of Control;

          (c)   the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 10.2;

          (d)   any disposition of assets in a single transaction or a series of transactions with an aggregate fair market value of less than $2.5 million;

          (e)   any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Borrower or by the Borrower or a Restricted Subsidiary to a Restricted Subsidiary;

          (f)    to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

          (g)   the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

          (h)   the sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (x) of the definition of Permitted Investments);

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• 
  

          (i)    foreclosures on assets;

          (j)    sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

          (k)   any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date, including, without limitation, sale leasebacks and asset securitizations permitted by this Agreement.

        " Assignee " is defined in Section 13.6(c).

        " Assignor " is defined in Section 13.6(c).

        " Assignment and Acceptance " is defined in Section 13.6(c).

        " Authorized Officer " means the Chairman of the Board, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Borrower.

        " Board " means the Board of Governors of the Federal Reserve System of the United States (or any successor).

        " Board of Directors " means, with respect to any Person, the Board of Directors of such Person or any committee thereof duly authorized to act on behalf of such Board.

        " Borrower " is defined in the recitals.

        " Borrowing " means the incurrence of the Loans.

        " Bridge Loan Agreement " is defined in the recitals.

        " Bridge Notes " is defined in Section 13.6(d).

        " Bridge Obligations " means the Obligations of the Borrower under or in connection with this Agreement and the other Credit Documents.

        " Bridge PIK Notes " is defined in Section 13.6(d).

        " Business Day " means any day excluding Saturday, Sunday and any day that shall be in The City of New York legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close.

        " Capital Stock " means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        " Capitalized Lease Obligation " means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

        " Cash Equivalents " means (i) United States Dollars, (ii) pounds sterling, (iii) (a) Euro, or any national currency of a Participating Member State or (b) in the case of any Foreign Subsidiary, such local currencies held by them from time to time in the ordinary course of business, (iv) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government, with maturities of 24 months or less from the date of acquisition, (v) certificates of deposit, time deposits and eurodollar time deposits with maturities of one

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year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500.0 million, (vi) repurchase obligations for underlying securities of the types described in clauses (iv) and (v) entered into with any financial institution meeting the qualifications specified in clause (v) above, (vii) commercial paper rated at least P-1 by Moody's or at least A-1 by S&P and in each case maturing with 12 months after the date of creation thereof, (viii) investment funds investing 95% of their assets in securities of the types described in clauses (i)-(viii) above, (ix) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody's or S&P with maturities of 24 months or less from the date of acquisition and (x) Indebtedness or Preferred Stock issued by Persons with a rating of " A " or higher from S&P or " A2 " or higher from Moody's with maturities of 12 months or less from the date of acquisition. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (i) and (ii) above, provided that such amounts are converted into any currency listed in clauses (i) and (ii) above as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

        " Change of Control " means the occurrence of any of the following:

• • (i)

    the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or
    
    

    (ii)

    the Borrower becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Borrower or the Parent.

        " Closing Date " means the date on which the funding of the Loans is made, which date shall be no later than December 31, 2000.

        " Code " means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

        " Commitments " means as to any Lender, its obligation to make a Loan to the Borrower pursuant to Section 2.1 in an aggregate amount not to exceed the amount set forth under such Lender's name in Schedule 2.1 opposite the caption " Commitment Amount " or in the Assignment and Acceptance pursuant to which a Lender acquires its Commitment, as the same may be adjusted pursuant to Section 13.6.

        " Confidential Information " is defined in Section 13.15.

        " Confidential Information Memorandum " means the Confidential Information Memorandum of the Borrower dated October, 2000, delivered to the Lenders in connection with the Senior Secured Facilities.

        " Consolidated Depreciation and Amortization Expense " means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of

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deferred financing fees, and other noncash charges (excluding any noncash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

        " Consolidated Interest Expense " means, with respect to any Person for any period, the sum, without duplication, of: (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, non-cash interest payments, the interest component of Capitalized Lease Obligations and net payments (if any) pursuant to Hedging Obligations, but excluding amortization of deferred financing fees) and (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, in each case other than interest expense in respect of the Loans and the Permanent Notes.

        " Consolidated Net Income " means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however , that (i) any net after-tax extraordinary gains or losses (less all fees and expenses relating thereto) shall be excluded, (ii) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, (iii) any net after-tax income (loss) from discontinued operations and any net after-tax gains (or losses) on disposal of discontinued operations shall be excluded, (iv) any net after-tax gains (or losses) (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Borrower) shall be excluded, (v) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, to the extent not already included, that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period, (vi) the Net Income of any Person acquired in a pooling of interests transaction shall not be included for any period prior to the date of such acquisition; (vii) the Net Income for such period of any Restricted Subsidiary shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived; provided that this clause (vii) shall not apply to restrictions on the declaration or payment of dividends or similar distributions by any Restricted Subsidiary of its Net Income pursuant to the (x) Senior Secured Credit Agreement, the Bridge Loan Agreement, the Exchange Note Indenture and the High Yield Notes or (y) any refinancing thereof or any other Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary, in either case with restrictions on such payments, taken as a whole, not materially more restrictive than those in the Bridge Loan Agreement, the Exchange Note Indenture and the High Yield Notes; and provided further that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary in respect of such period, to the extent not already included therein; and (viii) any increase in amortization or depreciation resulting from purchase accounting in relation to (i) the Transaction or (ii) any acquisition that is consummated after the Closing Date, net of taxes, shall be excluded.

        " Contingent Obligations " means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (" primary obligations ") of any other Person (the " primary obligor ") in any manner, whether directly or indirectly,

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including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

        " Credit Documents " means this Agreement and any promissory notes issued by the Borrower hereunder.

        " Credit Facilities " means, with respect to the Borrower or the Restricted Subsidiaries, one or more debt facilities (including, without limitation, the Senior Secured Facilities) or commercial paper facilities with banks or other institutional lenders or indentures providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including increasing the amount borrowed thereunder) in whole or in part from time to time.

        " Default " means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        " Designated Noncash Consideration " means the fair market value of noncash consideration received by the Borrower or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officer's Certificate, setting forth the basis of such valuation, executed by an executive vice president and the principal financial officer of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration. !

        " Designated Preferred Stock " means preferred stock of the Borrower or the Parent (other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an Officers' Certificate executed by an executive vice president and the principal financial officer of the Borrower or the Parent on the issuance date thereof.

        " Disqualified Stock " means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the Maturity Date of the Loans or the date the Loans are no longer outstanding; provided , however , that if such Capital Stock is issued to any plan for the benefit of employees of the Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

        " Dollar ", " dollar" and " $ " means lawful currency of the United States.

        " Domestic Subsidiary " means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

        " EBITDA " means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus (a) provision for taxes based on income or profits of such Person for such period deducted in computing Consolidated Net Income, plus (b) Consolidated Interest Expense of such Person for such period incurred by such Person or any Restricted Subsidiary during such period, in each case to the extent the same was deducted in calculating such Consolidated Net Income, plus (c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent

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such depreciation and amortization were deducted in computing Consolidated Net Income, plus (d) any expenses or charges related to any Equity Offering, Permitted Investment, acquisition recapitalization or Indebtedness permitted to be incurred under this Agreement (whether or not successful) (including such fees, expenses or charges related to the Transactions) and deducted in such period in computing Consolidated Net Income, plus (e) the amount of any one-time restructuring charge deducted in such period in computing Consolidated Net Income (including any one-time costs incurred in connection with acquisitions after the Closing Date), plus (f) without duplication, any other noncash charges reducing Consolidated Net Income for such period (excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period), plus (g) the amount of any minority interest expense deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests) plus (h) in the case of the periods ending December 31, 2000 and December 31, 2001, Systems Establishment Expenses plus (i) interest expense in respect of the Loans and the Permanent Notes, less, without duplication (j) noncash items increasing Consolidated Net Income of such Person for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

        " Environmental Claims " means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by the Borrower or any of its Subsidiaries (a) in the ordinary course of such Person's business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, " Claims "), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

        " Environmental Law " means any applicable United States Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the environment, human health or safety or Hazardous Materials.

        " Equity Contributions " is defined in the recitals.

        " Equity Financing " is defined in the recitals.

        " Equity Interests " means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        " Equity Offering " means any public or private sale of common stock or Preferred Stock of the Borrower or the Parent (excluding Disqualified Stock), other than (x) public offerings with respect to common stock registered on Form S-8 and (y) any such public or private sale that constitutes an Excluded Contribution.

        " ERISA " means the United States Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

        " ERISA Affiliate " means each person (as defined in Section 3(9) of ERISA) that together with the Borrower or a Subsidiary of the Borrower would be deemed to be a " single employer " within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

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        " Euro " means the single currency of Participating Member States.

        " Event of Default " is defined in Section 11.

        " Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

        " Exchange Note Indenture " means an indenture in substantially the form of Exhibit G to the Bridge Loan Agreement.

        " Exchange Notes " means the notes to be issued under the Exchange Note Indenture.

        " Excluded Contribution " means net cash proceeds, marketable securities or Qualified Proceeds received by the Borrower from:

•         (a)   contributions to its common equity capital; and

          (b)   the sale (other than to a Subsidiary of the Borrower or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrower or any Subsidiary of the Borrower) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Borrower;

in each case designated as Excluded Contributions pursuant to an Officers' Certificate executed by an executive vice president and the principal financial officer of the Borrower on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be.

        " Existing Indebtedness " means Indebtedness of the Borrower or the Restricted Subsidiaries in existence on the Closing Date, plus interest accruing thereon.

        " Fees " means all amounts payable pursuant to, or referred to in, Section 4.1.

        " Fixed Charge Coverage Ratio " means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Borrower or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the " Calculation Date "), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Borrower or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. If any Indebtedness bears a floating rate of interest and is being given pro forma effect,

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the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate.

        " Fixed Charges " means, with respect to any Person for any period, the sum of, without duplication, (a) Consolidated Interest Expense of such Person for such period, (b) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including any Designated Preferred Stock) of such Person, and (c) all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock.

        " Foreign Subsidiary " means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any State thereof, the District of Columbia, or any territory thereof.

        " GAAP " means generally accepted accounting principles in the United States, which are in effect on the Closing Date. For the purposes of this Agreement, the term " consolidated " with respect to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary.

        " Governmental Authority " means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

        " Group " means Holdings, the Borrower and each of their respective Subsidiaries, but excluding any Joint Ventures, and " member of the Group " means any one of them.

        " guarantee " means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

        " Hazardous Materials " means (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of "hazardous substances", "hazardous waste", "hazardous materials", "extremely hazardous waste", "restricted hazardous waste", "toxic substances", "toxic pollutants", "contaminants", or "pollutants", or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority.

        " Hedging Obligations " means, with respect to any Person, the obligations of such Person under (a) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

        " High Yield Bridge Facility " is defined in the recitals.

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        " High Yield Notes " means the notes to be issued under an indenture to be entered into between, inter alia, K-L Sub 3 and a trustee to refinance the High Yield Bridge Facility.

        " Holders " means the registered holders of Permanent Notes.

        " Holdings " is defined in the recitals.

        " Indebtedness " means, with respect to any Person, (a) any indebtedness (including principal and premium) of such Person, whether or not contingent (i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers' acceptances (or, without double counting, reimbursement agreements in respect thereof), (iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or (iv) representing any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP, (b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business) and (c) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however , that Contingent Obligations incurred in the ordinary course of business shall be deemed not to constitute Indebtedness and obligations under or in respect of Receivables Facilities shall be deemed not to constitute Indebtedness. In addition, " Indebtedness " of any Person includes Indebtedness described in the foregoing paragraph that would not appear as a liability on the balance sheet of such Person if (1) such Indebtedness is the obligation of a partnership or a joint venture that is not a Restricted Subsidiary (a " Joint Venture "), (2) such Person or a Restricted Subsidiary is a general partner of the Joint Venture (a " General Partner ") and (3) there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary; and such Indebtedness shall be included in an amount not to exceed (x) the greater of (A) the net assets of the General Partner and (B) the amount of such obligations to the extent that there is recourse by, contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary (other than the General Partner) or (y) if less than the amount determined pursuant to clause (x) immediately above, the actual amount of such Indebtedness that is recourse to such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount and the related interest expense shall be included in Consolidated Interest Expense to the extent paid by the Borrower or the Restricted Subsidiaries.

        " Independent Financial Advisor " means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged.

        " Interest Payment Date " is defined in Section 2.7(c).

        " Investment Grade Securities " means (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents), (b) debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or higher by Moody's or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries, (c) investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment and/or distribution and (d) corresponding instruments issued in countries other than the United States customarily utilized for high quality investments.

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        " Investments " means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of " Unrestricted Subsidiary " and Section 10.2, (i) " Investments " shall include the portion (proportionate to the Borrower's equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however , that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent " Investment " in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Borrower's " Investment " in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Borrower's equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Borrower; and (iii) any transfer of Voting Stock that results in an entity, which became a Restricted Subsidiary after the Closing Date and not in connection with the Transactions, ceasing to be a Restricted Subsidiary shall be deemed to be an Investment in an amount equal to the fair market value (as determined by the Board of Directors of the Borrower in good faith as of the date of initial acquisition) of the Capital Stock of such entity owned by the Borrower and the Restricted Subsidiary immediately after such transfer.

        " Investor Contribution " is defined in the recitals.

        " Investors' Rights Agreement " means the Investors' Rights Agreement dated as of the date hereof among K-L Holdings, Inc., each of the Investors referred to therein and each of the KKR Investors referred to therein.

        " Lenders " means (a) the financial institutions listed on the signature pages of this Agreement (other than any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any financial institution that has become a party hereto pursuant to an Assignment and Acceptance.

        " Letter of Credit Obligations " means all Obligations in respect of Indebtedness of the Borrower with respect to letters of credit issued pursuant to the Senior Secured Facilities which Indebtedness shall be deemed to consist of (a) the aggregate maximum amount available to be drawn under all such letters of credit (the determination of such aggregate maximum amount to assume compliance with all conditions for drawing) and (b) the aggregate amount that has been paid by, and not reimbursed to, the fronting bank and the lenders under such letters of credit.

        " Lien " means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction); provided that in no event shall an operating lease be deemed to constitute a Lien.

        " Loan " is defined in Section 2.1.

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        " Management Group " means at any time, the Chairman of the Board, any President, any Executive Vice President or Vice President, any Managing Director, any Treasurer and any Secretary or other executive officer of any of the Parent, Holdings, the Borrower or any Subsidiary of any such company at such time.

        " Margin Stock " is defined in Regulation U.

        " Material Adverse Change " means any change in the business, assets, operations, properties or financial condition of the Borrower and its Subsidiaries, taken as a whole, that would materially adversely affect the ability of the Borrower to perform its obligations under this Agreement and the other Credit Documents.

        " Material Adverse Effect " means a circumstance or condition affecting the business, assets, operations, properties or financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, that would materially adversely affect (a) the ability of the Borrower to perform its obligations under this Agreement or any other Credit Document or (b) the rights and remedies of the Agent and the Lenders under this Agreement or any other Credit Document.

        " Material Subsidiary " means, at any date of determination, any Restricted Subsidiary (a) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financial Statements have been delivered were equal to or greater than 5% of the consolidated total assets of the Borrower and the Restricted Subsidiaries at such date or (b) whose gross revenues for such Test Period were equal to or greater than 5% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

        " Maturity Date " means the date that is eleven years after the Closing Date.

        " Moody's " means Moody's Investors Service Inc.

        " Net Income " means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

        " Net Proceeds " means the aggregate cash proceeds received by the Borrower or any Restricted Subsidiary in respect of any Asset Sale, including, without limitation, any cash received upon the sale or other disposition of any Designated Noncash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Noncash Consideration, including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Pari-Passu Indebtedness required (other than required by Section 10.1(b)(1)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Borrower as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Borrower after such sale or other disposition, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

        " Non-Excluded Taxes " is defined in Section 5.4(a).

        " Obligations " means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

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        " Officer " means the Chairman of the Board, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Borrower.

        " Officers' Certificate " means a certificate signed on behalf of the Borrower by two Officers of the Borrower one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Borrower.

        " Parent " is defined in the recitals.

        " Pari-Passu Indebtedness " means with respect to the Borrower, Indebtedness which ranks pari passu in right of payment to the Loans.

        " Participant " is defined in Section 13.6(b).

        " Participating Member State " means any member state which adopts the euro unit as the single currency pursuant to the Treaty on European Union.

        " Payment Sharing Notice " means a notice from any Lender to the Agent stating that an Event of Default has occurred and that such Lender requires that all payments received by the Agent under this Agreement or any Note or any Credit Document be distributed in accordance with Section 5.6(b)(ii).

        " PBGC " means the United States Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

        " Pension Payment " means any periodic payment required to be made to a trustee or other administrator of a Pension Plan or to a governmental authority in respect of a Pension Plan.

        " Pension Plan " means any plan in which the Borrower or more of its Subsidiaries participates that provides for retirement, health, medical or other similar benefits for employees or retirees of the Borrower or one or more of its Subsidiaries.

        " Permanent Notes " shall mean permanent payment in kind notes having substantially the terms set forth on Exhibit A, including Permanent PIK Notes.

        " Permanent PIK Notes " shall mean any additional notes issued in lieu of cash interest payments on the Permanent Notes pursuant to the PIK Note Facility.

         "Permitted Asset Swap" means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Borrower or any of the Restricted Subsidiaries and another Person; provided , that any cash or Cash Equivalents received must be applied in accordance with the Section 10.1.

        " Permitted Holders " means the Sponsor and its Affiliates and the Management Group.

        " Permitted Investments " means (i) any Investment in the Borrower or any Restricted Subsidiary; (ii) any Investment in cash and Cash Equivalents or Investment Grade Securities; (iii) any Investment by the Borrower or any Restricted Subsidiary in a Person that is engaged in a Similar Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary; (iv) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 10.1 or any other disposition of assets not constituting an Asset Sale; (v) any Investment existing on the Closing Date; (vi) advances to employees not in excess of $10.0 million outstanding at any one time, in the aggregate; (vii) any Investment acquired by the Borrower or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Borrower or

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any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (viii) Hedging Obligations permitted under Section 10.3(b)(x); (ix) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business; (x) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (x) that are at the time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities, not to exceed the greater of (y) $90.0 million and (z) 7.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (xi) Investments the payment for which consists of Equity Interests of the Borrower or any of its direct or indirect parent corporations (exclusive of Disqualified Stock); (xii) guarantees of Indebtedness permitted under Section 10.3; (xiii) any transaction to the extent it constitutes an investment that is permitted and made in accordance with Section 10.6(b) (except transactions described in clauses (ii), (vi), (vii) and (xi) of Section 10.6(b)); (xiv) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (xv) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (xv) that are at the time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed the greater of (A) $35.0 million and (B) 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (xvi) Investments made by the exchange of the assets of, or Equity Interests in, a Restricted Subsidiary, in an amount not to exceed $50.0 million for Equity Interests of a joint venture or other third party engaged in a Similar Business; provided, however that the fair market value of such consideration and investment shall be in the good faith determination of the Board of Directors as evidenced by a board resolution and certified to the Agent in an Officer's Certificate and provided that, after giving effect to such Investment, no Default or Event of Default shall have occurred and be continuing; provided , further that to the extent the value of such assets or Equity Interests contributed exceeds $50.0 million, such Investment may be made using this clause (xvi) together with clauses (x) or (xv) above or any other permitted Restricted Payment; and (xvii) Investments relating to any special purpose wholly-owned subsidiary of the Borrower organized in connection with a Receivables Facility that, in the good faith determination of the Board of Directors of the Borrower, are necessary or advisable to effect such Receivables Facility.

        " Permitted Liens " shall mean (a) Liens for taxes, assessments or governmental charges or claims not yet due or which are being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP; (b) Liens in respect of property or assets of the Borrower or any of its Subsidiaries imposed by law, such as carriers', warehousemen's and mechanics' Liens and other similar Liens arising in the ordinary course of business, in each case so long as such Liens arise in the ordinary course of business and do not individually or in the aggregate have a Material Adverse Effect; (c) Liens incurred or deposits made in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business; (d) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located; (e) easements, right-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; (f) any interest or title of a lessor or secured by a lessor's interest under any lease permitted by this Agreement; (g) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods; (h) Liens on goods the purchase price of which is

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financed by a documentary letter of credit issued for the account of the Borrower or any of its Subsidiaries, provided that such Lien secured only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit to the extent permitted under Section 10.3; (i) leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; and (j) Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts of any of the Borrower and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business.

        " Person " means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        " PIK Holdco " is defined in the recitals.

        " PIK Information Memorandum " is defined in Section 13.15.

        " PIK Note Facility " shall mean any instrument substantially incorporating the terms set forth on Exhibit A pursuant to which any Permanent Notes are issued, as the same may be amended, supplemented or modified from time to time.

        " Plan " means any multiemployer or single-employer plan, as defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is or was within any of the preceding five plan years maintained or contributed to by (or to which there is or was an obligation to contribute or to make payments of) the Borrower, a Subsidiary of the Borrower or an ERISA Affiliate.

        " Preferred Stock " means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

        " Pro Rata Portion " means, for the Lenders or the Permanent Note Holders, the percentage obtained by dividing (a) the aggregate principal amount of Loans or Permanent Notes, as applicable, outstanding at the time of determination by (b) the aggregate principal amount of Loans or Permanent Notes, as applicable, outstanding at such time.

        " Qualified Proceeds " means assets that are used or useful in,or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors in good faith, except that in the event the value of any such assets or Capital Stock may exceed $25.0 million or more, the fair market value shall be determined in writing by an independent investment banking firm of nationally recognized standing.

         "Receivables Facility" means one or more receivables financing facilities, as amended from time to time, the Indebtedness of which is non-recourse (except for standard representations, warranties, covenants and indemnities made in connection with such facilities) to the Borrower and the Restricted Subsidiaries pursuant to which the Borrower and/or any of the Restricted Subsidiaries sells its accounts receivable to a Person that is not a Restricted Subsidiary.

         "Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

        " Refinancing Indebtedness " is defined in Section 10.3(b)(xvi), and " refinances ," and " refinanced " shall have a correlative meaning.

        " Register " is defined in Section 13.6(e).

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        " Regulation D " means Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

        " Regulation T " means Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

        " Regulation U " means Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

        " Regulation X " means Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

         "Related Business Assets" means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

        " Reportable Event " means an event described in Section 4043 of ERISA and the regulations thereunder.

        " Required Lenders " means, at any date, Lenders having or holding Loans and Permanent Notes representing at least a majority of the sum of Loans and Permanent Notes outstanding at such date.

        " Requirement of Law " means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

        " Restricted Investment " means an Investment other than a Permitted Investment.

        " Restricted Payment " is defined in Section 10.2.

        " Restricted Subsidiary " means, at any time any direct or indirect Subsidiary of the Borrower (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however , that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of " Restricted Subsidiary ."

        " S&P " means Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.

        " SEC " means the United States Securities and Exchange Commission or any successor thereto.

        " Section 9.1 Financial Statements " means financial statements to be delivered by or on behalf of the Borrower pursuant to Section 9.1.

        " Securities Act " means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

        " Senior Credit Documents " shall mean the " Credit Documents " as such term is defined in the Senior Secured Credit Agreement.

        " Senior Secured Credit Agreement " is defined in the recitals.

        " Senior Secured Facilities " means the Senior Secured Credit Agreement, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders

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that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

        " Senior Term Loans " means the term loans made pursuant to the Senior Secured Credit Agreement.

        " Shares " means the shares of common stock of the Parent issued pursuant to the Investors' Rights Agreement

        " Significant Subsidiary " means any Restricted Subsidiary that would be a " significant subsidiary " as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

        " Similar Business " the development, manufacture and distribution and/or provision of chemicals, chemical processes and performance materials and any services, activities or businesses incidental or directly related or similar thereto, or any line of businesses engaged in by the Target Business on the Closing Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

        " Sponsor" is defined in the recitals.

        " Subordinated Indebtedness " means with respect to the Borrower, any Indebtedness of the Borrower which is by its terms subordinated in right of payment to the Loans and the Permanent Notes.

        " Subsidiary " means, with respect to any Person, (i) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and (ii) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

        " Systems Establishment Expenses " shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries in establishing financial, employee, information technology and other systems of the Borrower and the Restricted Subsidiaries, including costs of the transition and integration of any such systems acquired in the Acquisition, as a direct result of the establishment of the Target Business as a standalone business following the Acquisition, provided that such expenses for all periods combined shall not exceed $4,000,000.

        " Target Business " is defined in the recitals.

        " Tax Structuring Memorandum " shall mean the Structuring Memorandum dated November 20, 2000, prepared by Deloitte & Touche.

        " Test Period " means, for any determination under this Agreement, the four consecutive fiscal quarters of the Borrower then last ended.

         "Total Assets" means the total assets of the Borrower and the Restricted Subsidiaries, as shown on the most recent balance sheet of the Borrower.

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        " Total Commitments " means $100,000,000.

        " Total Credit Exposure " means, at any date, the sum of the outstanding principal amount of all Loans at such date.

        " Transactions " is defined in the recitals.

        " Transferee " is defined in Section 13.6(g).

        " Treaty on European Union " means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7, 1992, and came into force on November 1, 1993), as amended from time to time.

        " Unfunded Current Liability " of any Plan means the amount, if any, by which the present value of the accrued benefits under the Plan as of the close of its most recent plan year, determined in accordance with Statement of Financial Accounting Standards No. 87 as in effect on the date hereof, based upon the actuarial assumptions that would be used by the Plan's actuary in a termination of the Plan, exceeds the fair market value of the assets allocable thereto.

        " United Kingdom " means the United Kingdom of Great Britain and Northern Ireland.

        " United States " means the United States of America.

        " Unrestricted Subsidiary " means (i) any Subsidiary of the Borrower which at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Borrower, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary of the Borrower (other than any Subsidiary of the Subsidiary to be so designated), provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the capital stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with the covenants described in Section 10.2 and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing and either (i) the Fixed Charge Coverage Ratio would be at least 2.0:1.0 or (ii) the Fixed Charge Coverage Ratio for the Borrower and the Restricted Subsidiaries would be greater than such ratio for the Borrower and the Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors shall be notified by the Borrower to the Agent by promptly filing with the Agent a copy of the board resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.

        " Voting Stock " of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        " Weighted Average Life to Maturity " means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (i) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal

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payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (ii) the sum of all such payments.

        " Wholly Owned Restricted Subsidiary " is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

        " Wholly Owned Subsidiary " of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

        SECTION 2.     Amount and Terms of Credit.

        2.1     Commitment.     

        Subject to and upon the terms and conditions herein set forth, each Lender agrees, severally and not jointly, to make a single loan to the Borrower, which loan (i) shall all be made on the Closing Date, (ii) may be repaid in accordance with the provisions hereof, but once repaid, may not be reborrowed, (iii) shall not exceed for any such Lender that aggregate principal amount that equals the Commitment of such Lender at such time and (iv) shall not, after giving effect thereto and the application of the proceeds thereof, exceed for all Lenders at any time outstanding the aggregate principal amount that equals the Total Commitments then in effect. Each such loan, together with any interest thereon capitalized pursuant to Section 2.7(a), is hereinafter referred to as such Lender's " Loan ". Each Lender may at its option make any Loan by causing a domestic or foreign branch or an Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) if it exercises such option, the Borrower shall not be required to pay any increased costs resulting therefrom.

        2.2     [Intentionally Omitted.]     

        2.3     Notice of Borrowing.     

        (a)   The Borrower shall give the Agent at the location set forth in Section 13.2 prior to 12:00 noon (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans. Such notice (a " Notice of Borrowing ") shall be irrevocable and shall specify (i) the date of such Borrowing (which shall be a Business Day) and (ii) the amount of such Borrowing. The Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of any Borrowing of Loans, of such Lender's proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

        (b)   Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Agent's record of the terms of any such telephonic notice.

        2.4     Disbursement of Funds.     

        (a)   Subject to and upon the terms and conditions herein set forth, each Lender agrees, severally and not jointly, no later than 12:00 noon (New York time) on the date specified in the Notice of Borrowing, to make available its pro rata portion, if any, of the Borrowing requested to be made on such date in the manner provided below.

        (b)   Each Lender shall make available all amounts it is to fund under the Borrowing in immediately available funds to the Agent at the Agent's Office and the Agent will make available to the Borrower by depositing to the Borrower's account at the Agent's Office the aggregate of the amounts so made available in the type of funds received. Unless the Agent shall have been notified by any Lender prior to the date of the Borrowing that such Lender does not intend to make available to

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the Agent its portion of the Borrowing to be made on such date, the Agent may assume that such Lender has made such amount available to the Agent on such date of Borrowing, and the Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made available same to the Borrower, the Agent shall be entitled to recover such corresponding amount from such Lender and the Borrower. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to the then-applicable rate of interest, calculated in accordance with Section 2.7, for the Loans.

        (c)   Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender or the Agent to fulfill its commitments hereunder).

        2.5     Maturity Date; Evidence of Debt.     

        (a)   The Loans will mature on November 20, 2011 (the " Maturity Date "). To the extent the Loans have not theretofore been refinanced, repaid or exchanged in accordance with the terms of this Agreement on the first anniversary hereof, the Borrower shall issue Permanent Notes pursuant to Section 9.14 hereof in complete satisfaction of its obligations in respect of the repayment of the Loans. Notwithstanding anything contained herein (including in Section 11), the sole remedy for the failure of the Borrower to comply with its obligations under the immediately preceding sentence shall be the issuance of the Permanent Notes.

        (b)   Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the appropriate lending office of such Lender resulting from the Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

        (c)   The Agent shall maintain the Register pursuant to Section 13.6(e), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender, (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Lender's share thereof and (iv) the amount of any interest on any Loan that is capitalized and added to principal pursuant to Section 2.7(a).

        (d)   The entries made in the Register and accounts and subaccounts maintained pursuant to paragraphs (b) and (c) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however , that the failure of any Lender or the Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligations of the Borrower hereunder, including obligations to repay (with applicable interest) the Loan made to the Borrower by such Lender in accordance with the terms of this Agreement.

        (e)   Each Lender will have the option at any time to receive Permanent Notes in exchange for the Loan of such Lender then outstanding pursuant to Section 9.14 of this Agreement. The principal amount of the Permanent Notes will equal 100% of the aggregate principal amount of the Loans for which they are issued. If a Default shall have occurred and be continuing on the date of such issuance,

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any notices given or cure periods commenced while the Loans were outstanding shall be deemed given or commenced (as of the actual dates thereof) for all purposes with respect to the Permanent Notes (with the same effect as if the Permanent Notes had been outstanding as of the actual dates thereof).

        2.6     Pro Rata Borrowing.     

        The Borrowing of Loans under this Agreement shall be granted by the Lenders pro rata on the basis of their Commitments. It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make a Loan hereunder and that each Lender shall be obligated to make the Loan provided to be made by it hereunder, regardless of the failure of any other Lender to fulfil its commitments hereunder.

        2.7     Interest.     

        (a)   Except as provided in paragraph (b) below, the unpaid principal amount of each Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate of 15% per annum. The Borrower shall have the option to pay interest in cash or cause such interest to be capitalized and added to the principal of each Loan. Each amount of interest so capitalized shall be considered part of the corresponding Loan and shall bear interest as provided in this subsection (a). If it intends to pay interest in cash, the Borrower shall notify the Agent at least 5 Business Days before each Interest Payment Date and the Agent shall promptly notify the Lenders thereof.

        (b)   If all or a portion of (i) the principal amount of any Loan or (ii) to the extent permitted by applicable law, any interest payable in cash thereon shall not be paid when due after giving effect to any applicable grace period (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate of 17% per annum from and including the date of such non-payment to but excluding the date on which such amount and any such interest thereon is paid in full (after as well as before judgment).

        (c)   Interest on each Loan shall accrue from and including the date of the Borrowing to but excluding the date of any repayment thereof and shall be payable (i) semiannually in arrears on the last day of each May and November commencing May 2001, (ii) on the date of any prepayment (on the amount prepaid), (iii) at maturity (whether by acceleration or otherwise), and (iv) after final maturity, on demand (each such date referred to in clauses (i), (ii), (iii) and (iv) being an " Interest Payment Date ").

        (d)   All computations of interest hereunder shall be made on the basis of a year of 360 days comprised of twelve 30-day months.

        SECTION 3.     [Intentionally Omitted.].

        SECTION 4.     Fees; Voluntary Reduction of Commitments; Mandatory Termination of Commitments.

        4.1     Fees.     

        The Borrower agrees to pay to the Arranger the fees in the amounts and on the dates previously agreed to in writing by such parties.

        4.2     Voluntary Reduction of Commitments.     

        Upon at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) to the Agent at the Agent's Office (which notice the Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments in whole or in part, provided that (a) any such reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders, and (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000.

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        4.3     Mandatory Termination of Commitments.     

        The Commitments shall terminate on the earliest of the date on which the Borrower informs the Lenders that it has decided not to proceed with the Acquisition, the date on which the Acquisition Agreement is terminated in accordance with its terms or at 5:00 p.m. (New York time) on December 31, 2000 if the Loans are not made on or before such date.

        SECTION 5.     Payments.

        5.1     Voluntary Prepayments.     

        The Borrower shall not have the right to prepay the Loans before November 20, 2005, except to the extent provided in Section 5.2(a). Thereafter, the Borrower shall have the right to prepay the Loans at any time without premium or penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Agent written notice (or telephonic notice promptly confirmed in writing) stating (i) its intent to make such prepayment and (ii) the amount of such prepayment, which notice shall be given by the Borrower no later than 10:00 A.M. (New York time) three Business Days prior to the date of such prepayment; (b) as promptly as practicable after receipt of such notice, the Agent shall give notice to each Lender of (i) the pro rata amount payable to such Lender in respect of its Loans, together with accrued and unpaid interest, if any, to the date of such repayment and (ii) the expected date of such payment; (c) the amounts payable to the Lenders shall be paid by the Borrower to the Agent for application pursuant to Section 5.2(d); and (d) each partial prepayment of any Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000. Whenever the Borrower makes a voluntary prepayment of the Loans under this Section 5.1, it shall make a rateable prepayment of the Permanent Notes, to the extent the Permanent Notes are then prepayable pursuant to the terms thereof.

        5.2     Mandatory Prepayments; Offers to Purchase.     

        (a)     Equity Offering .    

        In the event of one or more Equity Offerings prior to November 20, 2003, the Borrower may, at its option, use all or any portion of the net cash proceeds therefrom to prepay or redeem in the aggregate up to a maximum of 35% of the original aggregate principal amount of the Loans and the Permanent Notes, at a redemption price equal to 115% of the principal amount of such Loans or Permanent Notes, as the case may be, to be so prepaid or redeemed, together with accrued and unpaid interest, if any, to the date of such prepayment or redemption, provided that at least 65% of the original aggregate principal amount of the Loans and the Permanent Notes must remain outstanding after each such prepayment or redemption. Any such prepayment or redemption must be effected upon not less than 30 nor more than 60 days' irrevocable notice given within 30 days following any such Equity Offering.

        (b)     Offers to Purchase .    

        On each occasion that a Change of Control or an Asset Sale occurs, the Borrower shall comply with the provisions of Section 9.15 and 10.1, as applicable.

        (c)     Sources of Prepayments .    

        On each occasion an event described in Section 5.2(a) occurs, the Borrower shall, within five Business Days after the occurrence of such event, notify the Agent of a prepayment of the Loans and Permanent Notes. As promptly as practicable after receipt of such notice, (x) the Agent shall give notice to each Lender of (i) the pro-rata amount that would be payable to such Lender in respect of its Loans and (ii) the expected date of such payment and (y) amounts payable to the Lenders shall be paid by the Borrower to the Agent for application pursuant to Section 5.2(d). Whenever the Borrower makes a prepayment of the Loans, it shall make a ratable prepayment of the Permanent Notes, to the extent the Permanent Notes are then prepayable pursuant to the terms of the PIK Notes Facility.

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        (d)     Application to Loans .    

        Upon receipt of the amount payable to the Lenders pursuant to 5.1, 5.2(a), (b) or (c), the Agent shall distribute such amount in the following order: First, to the payment of all expenses due and payable to the Agent under Section 13.5; Second, to the payment of all expenses due and payable to the Lenders under Section 13.5, ratably among the Lenders in accordance with the aggregate amount of such payments owed to each such Lender; Third, to the payment of interest then due and payable on the Loans, ratably among the Lenders in accordance with the aggregate amount of interest owed to each such Lenders; and Fourth, to the payment of the principal amount of the Loans that is then due and payable, ratably among such Lenders in accordance with the aggregate principal amount owed to each such Lender.

        5.3     Method and Place of Payment.     

        (a)   Except as otherwise specifically provided herein, all payments under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Agent for the ratable account of the Lenders entitled thereto not later than 12:00 noon (New York time), on the date when due and shall be made in immediately available funds at the Agent's Office, it being understood that written or telecopy notice by the Borrower to the Agent to make a payment from the funds in the Borrower's account at the Agent's Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Credit Document (whether of principal, interest or otherwise) shall be made in Dollars, except as otherwise expressly provided herein. The Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Agent prior to 2:00 P.M. (New York time) on such day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

        (b)   Any payments under this Agreement that are made later than 2:00 p.m. (New York time), shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

        5.4     Net Payments; Tax Gross-Up.     

        (a)   All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Agent or any Lender and (ii) any taxes imposed on the Agent or any Lender as a result of a current or former connection between the Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (" Non-Excluded Taxes ") are required to be withheld from any amounts payable to the Agent or any Lender hereunder, the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not created or organized under the laws of the United States of America or a state thereof (a " Non-U.S. Lender ") if such Lender fails to comply with the requirements of paragraph (b) of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender, as the case may be, a

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certified copy of an original official receipt received by Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Agent and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by the Agent or any Lender as a result of any such failure. The agreements in this Section 5.4(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

        (b)   Each Non-U.S. Lender shall:

•         (i)    deliver to the Borrower and the Agent two copies of either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Form W-8BEN or W-8ECI, in each case, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the Borrower under this Agreement;

          (ii)   deliver to the Borrower and the Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and

          (iii)  obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested in writing by the Borrower or the Agent;

  unless, in any such case, any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Agent. Each Person that shall become a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(b), provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been purchased.

        (c)   The Borrower shall not be required to indemnify any Non-U.S. Lender, or to pay any additional amounts to any Non-U.S. Lender, in respect of U.S. Federal withholding tax pursuant to paragraph (a) above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a Participant who is not an entity created or organized under the laws of the United States or a state thereof, on the date such Participant became a Participant hereunder); provided, however, that this clause (i) shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer, or (y) such assignment, participation or transfer had been requested by the Borrower, (ii) the obligati