CREDIT AGREEMENT

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VF INVESTMENTS S.A.R.L | VF EUROPE BVBA | V.F. CORPORATION | J.P. MORGAN EUROPE LIMITED

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Title: CREDIT AGREEMENT
Governing Law: New York Date: 10/29/2007
Industry: Apparel/Accessories Law Firm: Davis Polk;Simpson Thacher;Baker McKenzie Sector: Consumer Cyclical

CREDIT AGREEMENT, Parties: vf investments s.a.r.l , vf europe bvba , v.f. corporation , j.p. morgan europe limited

Execution Copy

CREDIT AGREEMENT
by and among
VF INVESTMENTS S.A.R.L.,
VF EUROPE BVBA
and
VF INTERNATIONAL S.A.G.L.,
as Borrowers,
V.F. CORPORATION,
as Guarantor,
J.P. MORGAN EUROPE LIMITED,
as Administrative Agent,
ABN AMRO BANK N.V.,
as Documentation Agent,
HSBC BANK PLC,
as Syndication Agent,
J.P. MORGAN PLC,
HSBC BANK PLC,
ABN AMRO BANK N.V.,
DRESDNER BANK AG IN FRANKFURT AM MAIN,
ING BANK NV,
INTESA SANPAOLO S.P.A.
and
SANTANDER S.A.,
as Mandated Lead Arrangers,
J.P. MORGAN PLC,
HSBC BANK PLC
and
ABN AMRO BANK N.V.,
as Bookrunners,
and
THE LENDERS PARTY HERETO FROM TIME TO TIME
as of October 26, 2007

Table of Contents


		Page
ARTICLE I
DEFINITIONS AND TERMS

1.1.	Definitions		2
1.2.	Rules of Interpretation		16
1.3.	Luxembourg Terms		17
1.4.	Belgian Terms		17

ARTICLE II
THE CREDIT FACILITY

2.1.	Loans		18
2.2.	Utilization of Alternative Currencies		21
2.3.	Increase in Total Commitment		22
2.4.	Use of Proceeds		23
2.5.	Evidence of Debt		23
2.6.	Certain Payment Provisions		23
2.7.	Change of Currency		24
2.8.	Extension of Stated Termination Date		25

ARTICLE III
FUNDING, FEES, AND PAYMENT CONVENTIONS

3.1.	Interest Rate Options		26
3.2.	Continuations and Elections of Subsequent Interest Periods		26
3.3.	Payment of Interest		27
3.4.	Prepayments		27
3.5.	Manner of Payment		27
3.6.	Fees		28
3.7.	Payments to Agent for Lenders		28
3.8.	Computation of Rates and Fees		28
3.9.	Deficiency Advances; Failure to Purchase Participations		29

ARTICLE IV
CHANGE IN CIRCUMSTANCES

4.1.	Increased Cost and Reduced Return		29
4.2.	Inability to Determine Interest Rate		31
4.3.	Illegality		32
4.4.	Compensation		32
4.5.	Taxes		32
4.6.	Change of Lending Office		34
4.7.	Substitution of Lenders		34


		Page
ARTICLE V
CONDITIONS TO MAKING LOANS

5.1.	Conditions of Closing		35
5.2.	Conditions to Each Loan		37

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

6.1.	Corporate Existence and Power		37
6.2.	Corporate and Governmental Authorization; No Contravention		38
6.3.	Material Subsidiaries		38
6.4.	Binding Effect		38
6.5.	Financial Information		38
6.6.	Litigation		38
6.7.	Compliance with ERISA		38
6.8.	Environmental Matters		39
6.9.	Taxes		39
6.10.	Margin Stock		39
6.11.	Investment Company		40
6.12.	Full Disclosure		40
6.13.	No Consents, Etc.		40

ARTICLE VII
AFFIRMATIVE COVENANTS

7.1.	Financial Reports, Etc.		40
7.2.	Payment of Taxes		43
7.3.	Maintenance of Properties; Insurance		43
7.4.	Compliance with Laws		43
7.5.	Books and Records		44

ARTICLE VIII
NEGATIVE COVENANTS

8.1.	Consolidated Indebtedness to Consolidated Capitalization		44
8.2.	Liens		44
8.3.	Indebtedness of Subsidiaries		45
8.4.	Consolidations, Mergers and Sales of Assets		45
8.5.	Change in Control		46

ARTICLE IX
EVENTS OF DEFAULT AND ACCELERATION

9.1.	Events of Default		46
9.2.	Agent to Act		48
9.3.	Cumulative Rights		48
9.4.	No Waiver		49


		Page
9.5.	Allocation of Proceeds		49

ARTICLE X
THE AGENT

10.1.	Appointment and Authorization of the Agent		49
10.2.	Delegation of Duties		50
10.3.	Liabilities of Agent		50
10.4.	Reliance by Agent		50
10.5.	Notice of Default		51
10.6.	Indemnification of Agent		51
10.7.	Agent in its Individual Capacity		51
10.8.	Successor Agents		52
10.9.	Agent May File Proofs of Claim		52
10.10.	Other Agents and Arrangers		53
10.11.	Non-Reliance on the Agent and Other Lenders		53

ARTICLE XI
GUARANTEE

11.1.	Guarantee		53
11.2.	No Subrogation		54
11.3.	Amendments, etc. with respect to the Obligations		54
11.4.	Guarantee Absolute and Unconditional		55
11.5.	Reinstatement		55
11.6.	Payments		55
11.7.	Independent Obligations		56

ARTICLE XII
MISCELLANEOUS

12.1.	Assignments and Participations		56
12.2.	Notices		59
12.3.	Right of Set-off; Adjustments		62
12.4.	Survival		63
12.5.	Expenses		63
12.6.	Amendments and Waivers		63
12.7.	Counterparts		64
12.8.	Termination		64
12.9.	Indemnification; Limitation of Liability		64
12.10.	Severability		65
12.11.	Integration		65
12.12.	Agreement Controls		65
12.13.	Governing Law; Waiver of Jury Trial		66
12.14.	Confidentiality		67
12.15.	Judgment Currency		67
12.16.	“Know Your Customer” Checks		68
Schedule 1.01			74

iii


EXHIBIT A	Applicable Commitment Percentages	A-1
EXHIBIT B	Form of Assignment and Assumption	B-1
EXHIBIT C	Notice of Appointment (or Revocation) of Authorized Representative	C-1
EXHIBIT D	Form of Borrowing Notice	D-1
EXHIBIT E	Form of Interest Rate Selection Notice	E-1
EXHIBIT F	Compliance Certificate	G-1
EXHIBIT G	Form of Amendment Agreement	H-1

CREDIT AGREEMENT

THIS CREDIT AGREEMENT , dated as of October 26, 2007 (the “ Agreement ”), is made by and among:

VF INVESTMENTS S.A.R.L. , a Luxembourg corporation (“ VF Investments ”), VF EUROPE BVBA , a Belgian corporation (besloten vennootschap met beperkte aansprakelijkheid/société privée à responsabilité limitée) (“ VF Europe ”) and VF INTERNATIONAL S.A.G.L. , a Swiss corporation (Gesellschaft mit beschränkter Haftung/Société à responsabilité limitée/Società garanzia limitata/Limited Liability Company) (“ VF International ” and, together with VF Investments and VF Europe, the “ Borrowers ”),

V.F. CORPORATION , a Pennsylvania corporation having its principal place of business in Greensboro, North Carolina (the “ Guarantor ”),

JPMORGAN CHASE BANK, N.A. , in its capacity as a Lender (“ JPMCB ”), and each other financial institution executing and delivering a signature page hereto and each other financial institution which may hereafter become a Lender pursuant to Section 2.3 or execute and deliver an instrument of assignment with respect to this Agreement pursuant to Section 12.1 (hereinafter such financial institutions may be referred to individually as a “ Lender ” or collectively as the “ Lenders ”),

J.P. MORGAN EUROPE LIMITED , in its capacity as Administrative Agent for the Lenders (in such capacity, and together with any successor agent appointed in accordance with the terms of Section 10.8, the “ Agent ”),

HSBC BANK PLC , in its capacity as Syndication Agent, and

ABN AMRO BANK N.V. , in its capacity as Documentation Agent;

W I T N E S S E T H:

WHEREAS , the Borrowers have requested that the Lenders make available to VF Europe, VF Investments and VF International a revolving credit facility of up to € 250,000,000 (which may be increased to € 300,000,000), the proceeds of which are to be used for general corporate purposes including, without limitation, acquisitions and which shall include a multi-currency credit facility in readily available currencies; and

WHEREAS , the Lenders are willing to make such facilities available to the Borrowers upon the terms and conditions set forth herein;

NOW, THEREFORE , the Borrowers, the Guarantor, the Lenders and the Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND TERMS

1.1. Definitions . For the purposes of this Agreement, in addition to the definitions set forth above, the following terms shall have the respective meanings set forth below:

“ Acquisition ” means the acquisition of an equity interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into such equity interest, made with the intent to hold such equity interest as a strategic investment and not for speculative purposes.

“ Additional Commitment Lender ” has the meaning specified in Section 2.8(d).

“ Affected Currency ” shall have the meaning assigned to such term in Section 4.2(b).

“ Affected Lender ” shall have the meaning assigned to such term in Section 4.7.

“ Affiliate ” means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“ Agent ” shall have the meaning assigned to such term in the preamble hereto.

“ Agent-Related Persons ” means the Agent (including any successor administrative agent), together with its Affiliates, and the officers, directors, employees, agents and attorneys- in-fact of such Persons and Affiliates.

“ Agreement Currency ” shall have the meaning assigned to such term in Section 12.15(b).

“ Alternative Currency ” means Japanese yen, British pounds sterling, Swiss francs, Dollars and any other freely available currency notified to the Agent upon not less than five (5) Business Days’ prior written notice that, in the opinion of all Lenders, in their sole discretion, is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and convertible into Euros in the interbank currency market.

“ Alternative Currency Equivalent Amount ” means with respect to a specified Alternative Currency and a specified Euro amount, the amount of such Alternative Currency into which such Euro amount would be converted, based on the applicable Borrowing Date Exchange Rate.

“ Applicable Commitment Percentage ” means, for each Lender at any time, a fraction, with respect to the Facility, the numerator of which shall be such Lender’s Loans then outstanding and the denominator of which shall be the Outstandings at such time (or, prior to any termination of the Commitments, the numerator of which shall be such Lender’s Commitment

then in effect and the denominator of which shall be the Total Commitment then in effect), which Applicable Commitment Percentage for each Lender as of the Closing Date is set forth in Exhibit A.

“ Applicable Creditor ” shall have the meaning assigned to such term in Section 12.15(b).

“ Applicable Lending Office ” means, for each Lender and for each Type of Loan made to each Borrower, the “Lending Office” of such Lender (or of an affiliate of such Lender) designated for such Type of Loan on the signature pages hereof or such other office of such Lender (or an affiliate of such Lender) as such Lender may from time to time specify to the Agent and the Borrowers by written notice in accordance with the terms hereof as the office by which its Loans of such Type to such Borrower are to be made and maintained.

“ Applicable Margin ” means, with respect to the Facility, that percent per annum set forth below, which shall be based upon the higher Rating of outstanding senior unsecured Indebtedness of the Guarantor existing at the date of determination as specified in the table below; provided , however that if there is a split in Ratings of more than one Tier, the Applicable Margin shall be based upon the Tier that is one tier lower than the higher Rating:


	Rating S&P or	Applicable Margin
Tier	Moody’s	for Loans
I	³ A + or ³ A1		0.150%
II	A or A2		0.175%
III	A- or A3		0.200%
IV	BBB+ or Baa1		0.275%
V	£ BBB or £ Baa2		0.400%

The Applicable Margin shall be established from time to time based upon the Ratings in effect from time to time. Any change in the Applicable Margin due to a change in any Rating shall be effective on the date of such change in such Rating.

“ Approved Fund ” shall have the meaning assigned to such term in Section 12.1(g).

“ Assignment and Assumption ” shall mean an Assignment and Assumption in the form of Exhibit B (with blanks appropriately filled in) delivered to the Agent in connection with an assignment of a Lender’s interest under this Agreement pursuant to Section 12.1.

“ Authorized Representative ” means, with respect to the Guarantor or any Borrower, any of the Chairman of the Board, President, Vice President-Treasurer, any other Vice President or any member of the Board of Managers or any comparable governing body of the Guarantor or such Borrower, or any other Person expressly designated by the written authorization of any of the foregoing as an Authorized Representative of the Guarantor or such Borrower, as set forth from time to time in a certificate in the form of Exhibit C.

“ Benefit Arrangement ” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

“ Board ” means the Board of Governors of the Federal Reserve System (or any successor body).

“ Borrower’s Account ” means, with respect to any Borrower, a demand deposit account with the bank specified below having the number set forth opposite the name of such Borrower below or any successor account with such bank or any other bank specified by such Borrower to the Agent:


Borrower	Bank	Account Number
VF Investments, S.a.r.l	ABN AMRO Bank	178756-6001
	(Luxembourg)
VF Europe BVBA	ABN AMRO Bank - Rotterdam	41-98-39-135

VF International, S.a.g.l.	ABN AMRO Bank	N213661A

“ Borrowers ” shall have the meaning assigned to such term in the preamble hereto.

“ Borrowing Date Exchange Rate ” means, with respect to a specified Loan in an Alternative Currency, the Spot Rate of Exchange determined for the date such Loan is originally made, provided that, if such Loan is Continued for a subsequent Interest Period pursuant to Section 2.2(c), the Borrowing Date Exchange Rate with respect to such Loan shall be the Spot Rate of Exchange as of the effective date of such Continuation of such Loan, and the Euro Equivalent Amount of such Loan shall be adjusted as set forth in Section 2.2.

“ Borrowing Notice ” means the notice delivered by an Authorized Representative of the applicable Borrower and the Guarantor in connection with a Loan in the form of Exhibit D.

“ Business Day ” means, (i) except as expressly provided in clauses (ii) and (iii), any day which is not a Saturday, Sunday or a day on which banks in the State of New York are authorized or obligated by law, executive order or governmental decree to be closed, (ii) with respect to the selection, funding, interest rate, payment, and Interest Period of any Offshore Rate Loan denominated in Dollars, any day which is a Business Day, as described in clause (i) above, and on which the relevant international financial markets are open for the transaction of business contemplated by this Agreement and foreign exchange transactions in London, England and New York, New York, (iii) with respect to the selection, funding, interest rate, payment and Interest Period of any Loan denominated in Euros, any day which is a Business Day as described in clause (ii) above, and on which TARGET (Trans-European Automated Real-time Gross settlement Express Transfer system) or any successor thereto is scheduled to be open for business, and (iv) with respect to the selection funding, interest rate, payment and Interest Period for any Offshore Rate Loan not denominated in Dollars, any day which is a Business Day as described in clause (ii) above, and on which the relevant Funding Bank is open for the transaction of business contemplated by this Agreement and on which dealings in the relevant Alternative Currency are carried on in the applicable offshore foreign exchange interbank market in which disbursement of or payment in such Alternative Currency will be made or received hereunder.

“ Capital Leases ” means all leases which have been capitalized in accordance with GAAP as in effect from time to time including Statement No. 13 of the Financial Accounting Standards Board and any related amendments, interpretations and successors thereof.

“ Change of Control ” means, at any time:

(i) any person or group of persons (within the meaning of Section 13 or 14 of the Exchange Act, other than the Trust, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)), of 35% or more of the outstanding shares of Voting Securities of the Guarantor;

(ii) as of any date a majority of the Board of Directors of the Guarantor consists of individuals who were not either (A) directors of the Guarantor as of the corresponding date of the previous year, (B) selected or nominated to become directors by the Board of Directors of the Guarantor of which a majority consisted of individuals described in clause (A), or (C) selected or nominated to become directors by the Board of Directors of the Guarantor of which a majority consisted of individuals described in clauses (A) and (B).

“ Closing Date ” means the date as of which this Agreement is executed by the Guarantor, the Borrowers, the Lenders and the Agent and on which the conditions set forth in Section 5.1 have been satisfied or waived.

“ Code ” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

“ Commitment ” means, with respect to each Lender, the obligation of such Lender to make Loans to the Borrowers up to an aggregate principal amount at any one time outstanding equal to such Lender’s Applicable Commitment Percentage of the Total Commitment.

“ Compensation Period ” shall have the meaning assigned to such term in Section 2.6(b).

“ Consistent Basis ” in reference to the application of GAAP means the accounting principles observed in the period referred to are comparable in all material respects to those applied in the preparation of the audited financial statements of the Guarantor referred to in Section 6.5(a) (except for those changes concurred in by the Guarantor’s independent public accountants).

“ Consolidated Capitalization ” means, as of any date on which the amount thereof is to be determined, the sum of Consolidated Indebtedness plus Consolidated Net Worth.

“ Consolidated Indebtedness ” means, as of any date on which the amount thereof is to be determined, all Funded Indebtedness of the Guarantor and its Subsidiaries, all determined on a consolidated basis.

“ Consolidated Net Worth ” means, as of any date on which the amount thereof is to be determined, the consolidated stockholders’ equity of the Guarantor and its Subsidiaries, all as determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis.

“ Continue ”, “ Continuation ”, and “ Continued ” shall refer to the continuation pursuant to Section 2.2(c) or 3.2 hereof of a Fixed Rate Loan of one Type as a Fixed Rate Loan of the same Type from one Interest Period to the next Interest Period.

“ Default ” means any event or condition which, with the giving or receipt of notice or lapse of time or both unless cured or waived, would constitute an Event of Default hereunder.

“ Default Rate ” means with respect to any Loan, fee, or other amount payable in respect of Obligations, a rate of one percent (1%) above the interest rate otherwise applicable thereto (or, if no interest rate is otherwise applicable thereto, the rate that would be applicable to a Euribor Rate Loan with a three-month Interest Period made on the date of the payment default to which such Default Rate applies).

“ Dollars ” and the symbol “$” means dollars constituting legal tender for the payment of public and private debts in the United States of America.

“ Eligible Assignee ” has the meaning specified in Section 12.1(g).

“ EMU Legislation ” means (a) the Treaty on European Union (the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998), and (b) legislative measures of the European Council (including without limitation European Council regulations) for the introduction of, changeover to or operation of the Euro, in each case as amended or supplemented from time to time.

“ Environmental Laws ” means any federal, state, local or foreign statute, law, ordinance, code, rule, regulation, order, decree, permit or license regulating, relating to, or imposing liability or standards of conduct concerning, any environmental matters or conditions, environmental protection or conservation, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Superfund Amendments and Reauthorization Act of 1986, as amended; the Resource Conservation and Recovery Act, as amended; the Toxic Substances Control Act, as amended; the Clean Air Act, as amended; the Clean Water Act, as amended; together with all regulations promulgated thereunder, and any other “Superfund” or “Superlien” law.

“ Equity Interests ” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute and all rules and regulations promulgated thereunder.

“ ERISA Group ” means the Guarantor, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Guarantor or any Subsidiary, are treated as a single employer under Section 414 of the Code.

“ Euribor Rate ” means (a) for any Interest Period with respect to any Euribor Rate Loan other than one referred to in subsection (b) of this definition, the sum of (x) the Applicable Margin, plus (y) the following:

(i) the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on the page of the Reuters service that displays an average Banking Federation of the European Union Interest Settlement Rate for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M. (Brussels time) two Business Days prior to the first day of such Interest Period, or

(ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Agent to be the offered rate on such other page or other service that displays an average Banking Federation of the European Union Interest Settlement Rate for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M. (Brussels time) two Business Days prior to the first day of such Interest Period, or

(iii) in the event the rates referenced in the preceding subsections (i) and (ii) are not available, the rate per annum determined by the Agent as the rate of interest at which deposits in Euros for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Euribor Rate Loan being made, continued or converted by JPMCB and with a term equivalent to such Interest Period would be offered by JPMCB’s London Branch to major banks in the London interbank market for such currency at their request at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period; and

(b) for any interest period with respect to any Euribor Rate Loan advanced by a Lender required to comply with the relevant requirements of the Bank of England and/or the Financial Services Authority of the United Kingdom or the European Central Bank, the sum of (i) the rate determined in accordance with subsection (a) of this definition (including the Applicable Margin) and (ii) the Mandatory Cost for such Interest Period.

“ Euribor Rate Loan ” means a Loan for which the rate of interest is determined by reference to the Euribor Rate.

“ Euro ” and “ € ” each means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ Euro Equivalent Amount ” means, (a) with respect to any amount denominated in Euros, such amount and (b) with respect to a specified Alternative Currency amount, the amount of Euros into which the Alternative Currency amount would be converted, based on the applicable Borrowing Date Exchange Rate, provided , however , that, for purposes of any determination of compliance with Sections 2.1(a), 2.1(b) and 5.2(d), the Euro Equivalent Amount of any amount

denominated in an Alternative Currency shall be calculated on the basis of the Spot Rate of Exchange on the date of such determination.

“ Eurocurrency Liabilities ” shall have the meaning assigned to such term in Section 4.1(e).

“ Event of Default ” means any of the occurrences set forth as such in Section 9.1.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

“ Extending Lender ” has the meaning specified in Section 2.8(e) .

“ Extension Date ” has the meaning specified in Section 2.8(a) .

“ Facility ” means the facility described in Section 2.1 providing for Loans to the Borrowers by the Lenders (including increases pursuant to Section 2.3) in an aggregate principal amount at any one time outstanding not to exceed the Total Commitment.

“ Federal Funds Rate ” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to JPMCB on such day on such transactions as determined by the Agent.

“ Final Termination Date ” means the earliest of (i) the latest Stated Termination Date then in effect, (ii) the date of termination of the Lenders’ obligations pursuant to Section 9.1 upon the occurrence of an Event of Default or (iii) the date the Borrowers voluntarily and permanently terminate the Facility in accordance with Section 2.1(e) hereof.

“ Fixed Rate ” means either of the Euribor Rate or the Offshore Rate, or both of the foregoing, as the case may be.

“ Fixed Rate Loan ” means a Euribor Rate Loan or an Offshore Rate Loan, or both of the foregoing, as the case may be.

“ Fund ” shall have the meaning assigned to such term in Section 12.1(g).

“ Funded Indebtedness ” means with respect to any Person, without duplication, (a) all indebtedness in respect of borrowed money, (b) all obligations under Capital Leases, (c) the deferred purchase price of any property or services that are in the nature of money borrowed, and (d) indebtedness evidenced by a promissory note, bond, debenture or similar written obligation for the payment of money (including non-contingent, past-due obligations under reimbursement agreements and conditional sales or similar title retention agreements), other than (x) trade

payables and accrued expenses incurred in the ordinary course of business, and (y) indebtedness secured by cash deposits subject to a legal right of set-off and not classified as a liability under GAAP.

“ Funding Bank ” means any banking institution approved by the Agent located within a country whose currency is an Alternative Currency.

“ GAAP ” or “ Generally Accepted Accounting Principles ” means generally accepted accounting principles, being those principles of accounting set forth in pronouncements of the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, or which have other substantial authoritative support and are applicable in the circumstances as of the date of a report.

“ Governmental Authority ” shall mean any federal, state, municipal, national or other governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“ Guarantee ” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) and the purpose of such contracts is to provide credit support in the nature of a guaranty or (b) entered into for the purpose of assuring in any other manner the holder of such Indebtedness of the payment thereof or to protect such holder against loss in respect thereof (in whole or in part), provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“ Guarantor ” shall have the meaning assigned to such term in the preamble hereto.

“ Hazardous Material ” means and includes any pollutant, contaminant, or hazardous, toxic or dangerous waste, substance or material (including without limitation petroleum products, asbestos-containing materials and lead), the generation, handling, storage, transportation, disposal, treatment, release, discharge or emission of which is subject to any Environmental Law.

“ Indebtedness ” means as to any Person, without duplication, (a) all Funded Indebtedness of such Person, (b) all indebtedness secured by any Lien on any property or asset owned or held by such Person regardless or whether the indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the credit of such Person, other than indebtedness secured by cash deposits subject to a legal right of set-off and not classified as a liability under GAAP, and (c) all Indebtedness of third parties Guaranteed by such Person.

“ Indemnified Liabilities ” has the meaning set forth in Section 12.9.

“ Indemnified Parties ” has the meaning set forth in Section 12.9.

“ Information ” shall have the meaning assigned to such term in Section 12.14.

“ Interest Period ” means with respect to any Loan, a period commencing on the date such Loan is made or Continued and ending, at the Borrower’s option, on the date one, two, three or six months (and, subject to Section 2.1(c)(iii), nine or twelve months) thereafter as notified to the Agent by the Authorized Representative of the Borrower of such Loan in accordance with the terms hereof; provided that,

(i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next Business Day (unless such extension would cause the applicable Interest Period to end in the succeeding calendar month, in which case such Interest Period shall end on the next preceding Business Day);

(ii) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(iii) no Interest Period shall extend beyond the latest Stated Termination Date then in effect.

“ Interest Rate Selection Notice ” means, with respect to any Loan, the written notice delivered by an Authorized Representative of the applicable Borrower and the Guarantor in connection with the election of a subsequent Interest Period for such Loan in the form of Exhibit E.

“ JPMCB ” shall have the meaning assigned to such term in the preamble hereto.

“ Judgment Currency ” shall have the meaning assigned to such term in Section 12.15(b).

“ Lender ” shall have the meaning assigned to such term in the preamble hereto.

“ Lien ” means any interest in property securing any obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purposes of this Agreement, the Guarantor and any Subsidiary shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, financing lease, or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes.

“ Loan Documents ” means this Agreement and all other instruments and documents heretofore or hereafter executed or delivered to or in favor of any Lender or the Agent in

connection with the Loans made and transactions contemplated under this Agreement, as the same may be amended, supplemented or replaced from the time to time.

“ Loan Party ” shall have the meaning assigned to such term in Section 12.14.

“ Loans ” means any borrowing in accordance with Section 2.1; each such borrowing may be a Euribor Rate Loan or an Offshore Rate Loan.

“ Luxembourg ” means the Grand Duchy of Luxembourg.

“ Luxembourg Companies Act ” means the Luxembourg act dated August 10, 1915 on commercial companies, as amended.

“ Mandatory Cost ” means the percentage rate per annum calculated by the Agent in accordance with Schedule 1.01.

“ Margin Stock ” shall have the meaning of such term within Regulation U of the Board.

“ Material Adverse Effect ” means a material adverse effect on (i) the business, financial position or results of operations of the Guarantor and its Subsidiaries, taken as a whole, (ii) the ability of the Guarantor or any Borrower to pay or perform its respective obligations, liabilities and indebtedness under the Loan Documents as such payment or performance becomes due in accordance with the terms thereof, or (iii) the rights, powers and remedies of the Agent or any Lender under any Loan Document or the validity, legality or enforceability thereof.

“ Material Plan ” means, at any time, a Plan or Plans having aggregate Unfunded Liabilities in excess of $100,000,000.

“ Material Subsidiary ” means at any time any Borrower and any Subsidiary which as of such time meets the definition of a “significant subsidiary” contained as of the date hereof in Regulation S-X of the Securities and Exchange Commission.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multiemployer Plan ” means at any time an employee benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making, or is accruing an obligation to make, contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five-year period.

“ New Lender ” has the meaning assigned to such term in Section 2.3(a).

“ Non-Extending Lender ” has the meaning specified in Section 2.8(b).

“ Notice Date ” has the meaning specified in Section 2.8(b) .

“ Obligations ” means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy,

or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrowers to the Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under or out of this Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Agent or to any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise.

“ Offshore Rate ” means (a) for any Interest Period with respect to any Offshore Rate Loan other than one referred to in subsection (b) of this definition, the sum of (x) the Applicable Margin, plus (y) the following:

(i) the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on the page of the Reuters service that displays an average British Bankers Association Interest Settlement Rate for deposits in the relevant Alternative Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M. (London time) two Business Days prior to (or in the case of a Loan denominated in Sterling, on) the first day of such Interest Period, or

(ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in the relevant Alternative Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M. (London time) two Business Days prior to (or in the case of a Loan denominated in Sterling, on) the first day of such Interest Period, or

(iii) in the event the rates referenced in the preceding subsections (i) and (ii) are not available, the rate per annum determined by the Agent as the rate of interest at which deposits in the relevant Alternative Currency for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Offshore Rate Loan being made or continued by JPMCB and with a term equivalent to such Interest Period would be offered by JPMCB’s London Branch to major banks in the London interbank market for such currency at their request at approximately 11:00 A.M. (London time) two Business Days prior to (or in the case of a Loan denominated in Sterling, on) the first day of such Interest Period; and

(b) for any Interest Period with respect to any Offshore Rate Loan advanced by a Lender required to comply with the relevant requirements of the Bank of England and/or the Financial Services Authority of the United Kingdom or the European Central Bank, the sum of (i) the rate determined in accordance with subsection (a) of this definition (including the Applicable Margin) and (ii) the Mandatory Cost for such Interest Period.

“ Offshore Rate Loan ” means a Loan in an Alternative Currency that bears interest based on an Offshore Rate.

“ Organizational Documents ” means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, the articles of incorporation, certificate of incorporation, articles of organization, articles of association, certificate of limited partnership or other applicable organizational or charter documents relating to the creation of such entity.

“ Other Taxes ” shall have the meaning assigned to such term in Section 4.5(b).

“ Outstandings ” means, as of any date of determination, the aggregate principal amount of all Loans then outstanding.

“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Rate and (b) with respect to any amount denominated in Euros or an Alternative Currency other than Dollars, the rate of interest per annum at which overnight deposits in Euros or the applicable Alternative Currency, as the case may be, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Agent located in the applicable interbank market for such currency to major banks in such interbank market.

“ Participant ” shall have the meaning assigned to such term in Section 12.1(d).

“ Participating Member State ” means each state so described in any EMU Legislation.

“ PBGC ” means the Pension Benefit Guaranty Corporation and any successor thereto.

“ Person ” means an individual, partnership, corporation, limited liability company, limited liability partnership, trust, unincorporated organization, association, joint venture or a government or agency or political subdivision thereof.

“ Plan ” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

“ Principal Office ” means the principal office of the Agent, presently located at 125 London Wall, London EC2Y 5AJ, Attention: Steve Clarke, or such other office and address as the Agent may from time to time designate.

“ Rate Adjustment Payment ” shall have the meaning assigned to such term in Section 2.2(c).

“ Rating ” means the rating of senior unsecured Indebtedness of the Guarantor in effect at any time such rating is made by either of Moody’s or S&P.

“ Register ” shall have the meaning assigned to such term in Section 12.1(c).

“ Reference Banks ” means JPMorgan Chase Bank, N.A., or its successor.

“ Regulation D ” means Regulation D of the Board as the same may be amended or supplemented from time to time.

“ Required Lenders ” means, as of any date, the holders of more than 50% of the Total Commitment then in effect or, if the Commitments have been terminated, the Outstandings.

“ Same Day Funds ” means (a) with respect to disbursements and payments in Euros, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“ Significant Subsidiary ” means at any time any Borrower or any other Subsidiary, except Subsidiaries which at such time have been designated by the Guarantor (by notice to the Agent, which may be amended from time to time, which notices shall be made available by the Agent to the Lenders upon request) as nonmaterial and which, if aggregated and considered as a single Subsidiary, would not meet the definition of “significant subsidiary” in Regulation S-X of the Securities and Exchange Commission.

“ S&P ” means Standard & Poor’s Ratings Group, a division of McGraw-Hill.

“ Spot Rate of Exchange ” means (i) in determining the Euro Equivalent Amount of a specified Alternative Currency amount as of any date, the spot exchange rate determined by the Agent in accordance with its usual procedures for the purchase by the Agent of Euros with such Alternative Currency at approximately 10:00 A.M. (London time) on the Business Day that is two (2) Business Days prior to such date, and (ii) in determining the Alternative Currency Equivalent Amount of a specified Euro amount on any date, the spot exchange rate determined by the Agent in accordance with its usual procedures for the purchase by the Agent of such Alternative Currency with Euros at approximately 10:00 A.M. (London time) on the Business Day that is two Business Days prior to such date.

“ Stated Termination Date ” means October 26, 2012, subject to the extension thereof pursuant to Section 2.8; provided , however that the Stated Termination Date for any Lender that is a Non-Extending Lender with respect to any requested extension pursuant to Section 2.8 shall be the Stated Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement.

“ Subsidiary ” means any corporation or other entity in which more than 50% of its outstanding Voting Securities or more than 50% of all equity interests is owned directly or indirectly by the Guarantor and/or by one or more of the Guarantor’s Subsidiaries.

“ Substitute Rate ” shall have the meaning assigned to such term in Section 4.2.

“ Taxes ” shall have the meaning assigned to such term in Section 4.5(a).

“ Termination Date ” means, as to any Lender, the earliest of (i) the Stated Termination Date applicable to such Lender, (ii) the date of termination of the Lenders’ obligations pursuant to Section 9.1 upon the occurrence of an Event of Default or (iii) the date the Borrowers voluntarily and permanently terminate the Facility in accordance with Section 2.1(e) hereof.

“ Total Available Commitment ” means, as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Commitment then in effect over (b) the sum of (i) such Lender’s then outstanding Euribor Rate Loans and (ii) the Euro Equivalent Amount of such Lender’s then outstanding Offshore Rate Loans.

“ Total Commitment ” means a principal amount equal to (a) € 250,000,000 or (b) at such time as Exhibit A hereto is amended by the entering into of one or more amendment agreements pursuant to Section 2.3 hereof, an amount equal to up to € 300,000,000, as such amounts are reduced from time to time in accordance with Section 2.1(e).

“ Trust ” means the respective trusts established under those certain deeds of trust dated August 21, 1951 made by John E. Barbey and under the will of John E. Barbey, deceased.

“ Type ” shall mean any type of Loan (i.e., a Euribor Rate Loan or an Offshore Rate Loan).

“ Unfunded Liabilities ” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

“ VF Europe ” shall have the meaning assigned to such term in the preamble hereto.

“ VF International ” shall have the meaning assigned to such term in the preamble hereto.

“ VF Investments ” shall have the meaning assigned to such term in the preamble hereto.

“ Voting Securities ” means shares of capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“ Wholly Owned Subsidiary ” means any Subsidiary all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares and, in the case of any

Subsidiary organized in a jurisdiction outside of the United States, shares not exceeding 5% of total shares) are at the time directly or indirectly owned by the Guarantor.

1.2. Rules of Interpretation .

(a) All accounting terms not specifically defined herein shall have the meanings assigned to such terms and shall be interpreted in accordance with GAAP applied on a Consistent Basis; provided that, if the Guarantor notifies the Agent that the Guarantor wishes to amend any covenant in Article VIII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Agent notifies the Guarantor that the Required Lenders wish to amend Article VIII for such purpose), then the Guarantor’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Guarantor and the Required Lenders.

(b) Each term defined in Articles 1, 8 or 9 of the New York Uniform Commercial Code shall have the meaning given therein unless otherwise defined herein, except to the extent that the Uniform Commercial Code of another jurisdiction is controlling, in which case such terms shall have the meaning given in the Uniform Commercial Code of the applicable jurisdiction.

(c) The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference and shall not constitute a part of any such document or affect the meaning, construction or effect of any provision thereof.

(d) Except as otherwise expressly provided, references in any Loan Document to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to such Loan Document.

(e) All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to the feminine or neuter gender, and vice versa, as the context may require.

(f) When used herein or in any other Loan Document, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof.

(g) References to “including” means including without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned.

(h) Except as otherwise expressly provided, all dates and times of day specified herein shall refer to such dates and times at London, England.

(i) Whenever interest rates or fees are established in whole or in part by reference to a numerical percentage expressed as “%”, such arithmetic expression shall be interpreted in accordance with the convention that 1% = 100 basis points.

(j) Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Loan Documents and all exhibits, schedules and appendices thereto.

(k) Any reference to an officer of the Guarantor or any other Person by reference to the title of such officer shall be deemed to refer to each other officer of such Person, however titled, exercising the same or substantially similar functions.

(l) All references to any agreement or document as amended, modified or supplemented, or words of similar effect, shall mean such document or agreement, as the case may be, as amended, modified or supplemented from time to time only as and to the extent permitted therein and in the Loan Documents.

(m) For all purposes of this Agreement (but not for purposes of the preparation of any financial statements delivered pursuant hereto), the equivalent in any Alternative Currency of an amount in Euros, and the equivalent in Euros of an amount in any Alternative Currency, shall be determined as set forth in the definitions of Euro Equivalent Amount and Alternative Currency Equivalent Amount, as applicable.

1.3. Luxembourg Terms . In this Agreement, where it relates to a Luxembourg entity, a reference to insolvency, reorganization, bankruptcy or liquidation includes, without limitation, bankruptcy ( faillite ), insolvency, its voluntary or judicial liquidation ( liquidation volontaire ou judiciaire ), composition with creditors ( concordat préventif de faillite ), reprieve from payment ( sursis de paiement ), controlled management ( gestion contrôlée ), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally. In this Agreement, where it relates to a Luxembourg entity, a reference to a receiver, intervenor, conservator, custodian, trustee, liquidator, sequestrator, or similar officer includes, without limitation, a “ commissaire à la gestion contrôlée ”, a “ liquidateur ”, an ” administrateur judiciaire ”, a “ curateur ”, an “ expert en relation avec la procédure de la gestion contrôlée ” or any other similar officer appointed as a consequence of the financial difficulties of such Luxembourg entity.

1.4. Belgian Terms . In this Agreement a reference to:

(a) a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator or similar officer includes any curator/curateur, vereffenaar/liquidateur, voorlopig bewindvoerder/administrateur provisoire, gerechtelijk deskundige/expert judiciaire, mandataris ad hoc/mandataire ad hoc, commissaris inzake opschorting/commissaire au sursis and sekwester/séquestre ;

(b) a Security Interest includes any mortgage ( hypotheek/hypothèque ), pledge ( pand/ nantissement ), privilege ( voorrecht/privilège ), retention right

( eigendomsvoorbehoud/droit de retention ), real surety ( zakelijke zekerheid/sûreté réelle ), mandate ( mandaat/mandat ) to grant a mortgage, a pledge or any other real surety, and any transfer by way of security ( overdracht ten titel van zekerheid/transfert à titre de garantie );

(c) a person being unable to pay its debts is that person being in a state of cessation of payments ( staking van betaling/cessation de paiements );

(d) a moratorium, composition, assignment or similar arrangement includes any gerechtelijk akkoord/concordat judiciaire and any minnelijk akkoord met schuldeisers/ accord amiable avec tous les créanciers ; winding up, administration or dissolution includes any vereffening/liquidation, ontbinding/dissolution, faillissement/faillite and any sluiting van een onderneming/fermeture d’enterprise ; attachment, sequestration, distress, execution or analogous events includes any uitvoerend beslag/saisie exécutoire and any bewarend beslag/saisie conservatoire ; an amalgation, demerger, merger, consolidation or reconstruction includes any overdracht van algemeenheid/transfert d’universalité , overdracht van bedrijfstak/transfert de branche d’activité , splitsing/scission , fusie/fusion and any assimilated transaction in accordance with articles 676 and 677 of the Belgian Companies Code ( gelijkgestelde verrichting/operation assimilée ); and

(e) a “ guarantee ” includes any “ borgtocht/cautionnement ”, “ aval ” and any “ garantie ” which is independent from the debt to which it relates.”

ARTICLE II

THE CREDIT FACILITY

2.1. Loans .

(a) Commitment. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Loans in Euros or an Alternative Currency (as specified in the respective Borrowing Notice) to the Borrowers from time to time from the Closing Date until the Termination Date applicable to such Lender on a pro rata basis among the Lenders as to the total borrowing requested by a Borrower on any Business Day determined by such Lender’s Applicable Commitment Percentage up to but not exceeding a Euro Equivalent Amount equal to the Commitment of such Lender, provided , however , that the Lenders will not be required and shall have no obligation to make any such Loan (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Loans as a result of an Event of Default; provided further , however , that immediately after giving effect to each such Loan, (x) the Euro Equivalent Amount of the aggregate principal amount of Outstandings shall not exceed the then applicable Total Commitment, and (y) the Euro Equivalent Amount of the aggregate principal amount of all outstanding Loans to all Borrowers for each Lender, shall not exceed such Lender’s Commitment. Within such limits and subject to the other terms and conditions of this Agreement, the Borrowers may borrow, repay and reborrow on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, with respect to each Lender, such Lender’s Termination Date.

(b) Amounts . If the Agent notifies the Borrowers at any time that the aggregate unpaid principal Euro Equivalent Amount of Outstandings exceeds the Total Commitment by more than 5%, then within two (2) Business Days of receipt of such notice the Borrowers shall make such payments and prepayments of Loans as shall be necessary to eliminate such excess. Each Loan shall be in an amount of at least € 5,000,000 (or the Euro Equivalent Amount thereof in any Alternative Currency), and, if greater than € 5,000,000, an integral multiple of € 1,000,000 (or the Euro Equivalent Amount thereof in any Alternative Currency).

(c) Loans . (i) An Authorized Representative of a Borrower shall give the Agent at least three (3) Business Days’ irrevocable telephonic notice of each Loan to such Borrower (or, in the case of any Loan denominated in any currency determined to be an Alternative Currency after the date hereof, such greater notice period reasonably determined by the Agent to be necessary), whether representing an additional borrowing or the Continuation of a borrowing hereunder, prior to 1:00 P.M. (London time).

Each such notice shall be effective upon receipt by the Agent, shall specify the identity of the Borrower, the amount of the borrowing, the Type of Loan (Euribor Rate if such Loan is requested in Euros, or Offshore Rate if such Loan is requested in an Alternative Currency), the date of borrowing (which shall be a Business Day), the Interest Period to be used in the computation of interest, and if an Offshore Rate Loan, the applicable Alternative Currency. The Authorized Representative of the applicable Borrower shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions not later than one (1) Business Day prior to the requested borrowing day. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, together with a specification of the amount of each Lender’s portion of a Loan requested thereunder, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 1:00 P.M. (London time)) not later than 2:00 P.M. (London time) on the same day as the Agent’s receipt of such notice. At approximately 4:00 P.M. (London time) two (2) Business Days preceding the date specified for a Loan of an Alternative Currency, the Agent shall determine the Borrowing Date Exchange Rate and the applicable interest rate. Not later than 5:00 P.M. (London time) two (2) Business Days preceding the date specified for each Loan of an Alternative Currency, the Agent shall provide the applicable Borrower and each Lender notice by telefacsimile transmission of the Borrowing Date Exchange Rate applicable to such Loan, and the applicable Alternative Currency Equivalent Amount of the Loan or Loans required to be made by each Lender on such date, and the Euro Equivalent Amount of such Loan or Loans and the applicable Offshore Rate.

(ii) (A) In the case of Loans in Euros, not later than 10:00 A.M. (London time) on the date specified for each borrowing under this Section 2.1, each Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Loan or Loans to be made by it on such day available by wire transfer to the Agent in the amount of its pro rata share, determined according to such Lender’s Applicable Commitment Percentage of the Loan or Loans to be made on such day. Such wire transfer shall be directed to the Agent at the Principal Office and shall be in the form of Euros constituting immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be

made available to the applicable Borrower by delivery no later than 4:00 P.M. (London time) of the proceeds thereof to the applicable Borrower’s Account or otherwise as shall be directed in the applicable Borrowing Notice by the Authorized Representative of such Borrower and reasonably acceptable to the Agent.

(B) In the case of Loans in an Alternative Currency, not later than 10:00 A.M. (London time) on the date specified for each Loan, each Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Loan or Loans to be made by it on such day available to the applicable Borrower at the Funding Bank, to the account of the Agent with the Funding Bank. The amount so received by the Funding Bank shall, subject to the terms and conditions of the Loan Documents and upon instruction from the Agent to the Funding Bank on the same day or immediately preceding day but no later than 4:00 P.M. (London time), be made available to the applicable Borrower by delivery of the Alternative Currency Equivalent Amount to such Borrower’s account with the Funding Bank.

(iii) If requested by the applicable Borrower through the Agent, before 1:00 P.M. (London time) at least four Business Days before the beginning of any Interest Period applicable to a Euribor Rate Loan or Offshore Rate Loan, as the case may be, each Lender will advise the Agent before 10:00 A.M. (London time) three Business Days preceding the beginning of such Interest Period as to whether, if the Borrower selects an Interest Period of nine or twelve months, such Lender expects that deposits in Euros or the applicable Alternative Currency, as the case may be, with a term corresponding to such Interest Period will be available to it two Business Days preceding such Interest Period in the amount and for the duration required to fund the Euribor Rate Loan or Offshore Rate Loan, as the case may be, to which such Interest Period would apply. If, but only if, each Lender confirms that it expects such deposits to be available to it on terms acceptable to such Lender, in its own discretion, then such Borrower shall be entitled to select a duration of nine or twelve months for such Interest Period.

(d) Repayment of Loans . The principal amount of each Loan shall be due and payable to the Agent for the benefit of each Lender in full on the Termination Date applicable to such Lender, or earlier as specifically provided herein. The principal amount of any Loan may be prepaid without penalty or premium in whole or in part on any Business Day, upon at least three (3) Business Days’ irrevocable telephonic notice from an Authorized Representative of the applicable Borrower (effective upon receipt) to the Agent prior to 1:00 P.M. (London time). The Agent shall give the Lenders prompt notice of all such notices of prepayment. Such Authorized Representative shall provide the Agent written confirmation of each such telephonic notice not later than one (1) Business Day prior to the proposed prepayment day. All prepayments of Loans made by a Borrower shall be in the Euro Equivalent Amount of € 5,000,000 or such greater Euro Equivalent Amount which is an integral multiple of € 1,000,000 (provided that repayments in an Alternative Currency shall be approximately equal to such amounts), or the amount equal to all Outstandings, or such other amount as necessary to comply with Section 2.1(b). Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.4.

(e) Reductions . The Borrowers shall, by notice from an Authorized Representative, have the right from time to time, upon not less than three (3) Business Days’

written notice to the Agent, effective upon receipt, to reduce the Total Commitment, which reduction shall be applied pro rata to the Commitments of the Lenders. The Agent shall give each Lender, within one (1) Business Day of receipt of such notice, telefacsimile notice, or telephonic notice (confirmed in writing), of such reduction. Each such reduction shall be in the aggregate amount of € 5,000,000 or such greater amount which is in an integral multiple of € 1,000,000, or the entire remaining Total Commitment, and shall permanently reduce the Total Commitment. Each reduction of the Total Commitment shall be accompanied by payment of the Loans to the extent that the principal amount of Outstandings exceeds the Total Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid and any amount required under Section 4.4.

2.2. Utilization of Alternative Currencies . (a) All Loans in Alternative Currencies shall be Offshore Rate Loans.

(b) Each request for a Loan in an Alternative Currency under a Borrowing Notice shall constitute the applicable Borrower’s request for a Loan of the Euro Equivalent Amount of the amount of the Alternative Currency specified in such Borrowing Notice, and for such Loan to be made available by the Lenders to the applicable Borrower in the Alternative Currency Equivalent Amount of such Euro Equivalent Amount (determined based on the Borrowing Date Exchange Rate applicable to such Loan). The principal amount outstanding on any Loan shall be recorded in the Agent’s records in Euros (in the case of a Loan in an Alternative Currency as if the Loan had initially been made in Euros), based on the Euro Equivalent Amount of the initial Loan in an Alternative Currency, as reduced from time to time by the Euro Equivalent Amount (based on the Borrowing Date Exchange Rate applicable to such Loan) of any principal payments with respect to such Loan. Except to the extent provided in the proviso to the definition of the term “Euro Equivalent Amount”, for the purposes of determining the maximum amount of Outstandings hereunder, it is intended by the parties that all Loans shall be the functional equivalent of Loans made and repaid (based on the applicable Borrowing Date Exchange Rate for each Loan) in Euros. It is recognized that one or more Lenders may elect to record Loans in Alternative Currencies. The Agent shall maintain records sufficient to identify at any time (A) the Borrowing Date Exchange Rate with respect to each Loan and (B) the portion of the Outstandings attributable to each Loan.

(c) Any Borrower may elect to Continue an Offshore Rate Loan pursuant to the terms of Section 3.2 and subject to the conditions set forth in this Section 2.2(c). In the event an Offshore Rate Loan is Continued, such election to Continue the Offshore Rate Loan shall be treated as a Loan, and the Agent shall notify the applicable Borrower and the applicable Lenders of the Borrowing Date Exchange Rate, the Interest Period and the rate for such Continued Offshore Rate Loan. The Lenders shall each be deemed to have made a Loan to the applicable Borrower of its Applicable Commitment Percentage of each Loan in an Alternative Currency, and the Agent shall apply the Borrowing Date Exchange Rate for such new Interest Period to such Continued Alternative Currency Equivalent Amount to determine the new Euro Equivalent Amount of such Loan and shall adjust its books and the Outstandings. In the event that such adjustment with respect to a Continued Loan would cause the total Euro Equivalent Amount of Outstandings to exceed the Total Commitment, the Borrowers shall, immediately on the effective date of such Continuation, repay (a “ Rate Adjustment Payment ”) the portion of such Continued Loan (applying the new Borrowing Date Exchange Rate) necessary to ensure that the Euro

Equivalent Amount of all Outstandings does not exceed the Total Commitment, provided , however , that no Borrower shall be required to pay any additional compensation pursuant to Section 4.4 with respect to a prepayment of a Loan required by this sentence if such prepayment is made immediately on the effective date of the Continuation giving rise to such prepayment and no notice of such prepayment shall be required. If the Agent does not receive an Interest Rate Selection Notice giving notice of election of the duration of an Interest Period or Continuation of an Offshore Rate Loan by the time prescribed in Sections 2.1(c) or 3.2, as applicable, the applicable Borrower shall be deemed to have elected to Continue such Offshore Rate Loan as a Loan of the same Type in the same Alternative Currency for an Interest Period of one month. No Borrower shall be entitled to elect to Continue any Offshore Rate Loan in an Alternative Currency if a Default or Event of Default shall have occurred and be continuing.

2.3. Increase in Total Commitment . (a) The Borrowers, the Agent and any Lender or any other Person qualifying as an Eligible Assignee but for the absence of an assignment, or any combination of such Lenders and such Persons (collectively, “ New Lenders ”), may (in their sole discretion) enter into one or more amendment agreements substantially in the form of Exhibit G attached hereto and incorporated herein by reference without further approval of the Lenders (or any other New Lender) pursuant to which each New Lender agrees to incur or increase, as the case may be, its Commitment so as to make available to the Borrowers, subject to all conditions herein set forth, Loans in the maximum aggregate Euro Equivalent Amount (for all New Lenders) of up to € 50,000,000 thereby increasing the Total Commitment to up to the Euro Equivalent Amount of € 300,000,000; provided that

(i) each such increase shall be in an amount at least equal to € 10,000,000 or an integral multiple of € 5,000,000 in excess thereof;

(ii) the Borrowers shall execute and deliver to the Agent (A) board resolutions of each Borrower certified by its secretary or assistant secretary approving and adopting such Commitment increase and authorizing the execution and delivery of the instruments relating thereto, and (B) the legal opinions of the General Counsel of the Guarantor and special counsel to the Borrowers as to the due authorization, execution and delivery of such instruments, the enforceability thereof and no conflict thereof with the Organizational Documents, by-laws and material agreements of the Guarantor and the Borrowers or with any applicable laws, rules or regulations, all in form and substance substantially similar to such opinions delivered on the Closing Date in satisfaction of Section 5.1(a)(ii); and

(iii) no Default or Event of Default then exists or would arise as a result of any such increase.

(b) Upon the execution, delivery and acceptance of the documents required by this Section 2.3, each New Lender shall have all of the rights and obligations of a Lender under this Agreement. The Agent shall provide the Lenders with notice of the revised Total Commitment and the revised Applicable Commitment Percentages of the Lenders, including the New Lenders.

(c) Upon the effectiveness of an increase provided for in this Section 2.3, if any Loans are outstanding, the Borrowers shall at their option do one of the following:

(i) prepay to certain Lenders such amount of such Loans as may be then outstanding and borrow from certain other Lenders new Loans as are necessary so that, after giving effect to such prepayments and borrowings on such date of all or any portion of the relevant increase of the Total Commitment, the principal balance of all outstanding Loans owing to each Lender is equivalent to each such Lender’s Applicable Commitment Percentage (after giving effect to any nonratable increase in the Total Commitment resulting from the exercise of an increase pursuant to this Section 2.3) of the then Outstandings; or

(ii) borrow from each new Lender an amount in immediately available funds as is necessary so that, after giving effect to such borrowings on such date of all or any portion of the relevant increase of the Total Commitment, the principal balance of all outstanding Loans owing to each Lender is equivalent to each such Lender’s Applicable Commitment Percentage (after giving effect to any nonratable increase in the Total Commitment resulting from the exercise of an increase pursuant to this Section 2.3) of the then Outstandings, (x) such new borrowings to be denominated in the appropriate currencies and allocated on a pro rata basis to each outstanding Interest Period hereunder (without regard to the requirements and limitations set forth in the definition of Interest Period) such that the last day of the Interest Periods for the borrowings under this Section 2.3 coincide with the last day of the Interest Periods applicable to the outstanding Loans before giving effect to the increase of the Total Commitment and (y) the Euribor Rate or Offshore Rate, as the case may be, applicable to each such borrowing for the period prior to the end of the Interest Period to which it is allocated to be as agreed between each new Lender and the Agent.

2.4. Use of Proceeds . The proceeds of the Loans made pursuant to the Facility hereunder shall be used by the Borrowers for general corporate purposes including without limitation the making of acquisitions.

2.5. Evidence of Debt . The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Agent in the ordinary course of business. The accounts or records maintained by the Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error.

2.6. Certain Payment Provisions . Unless the applicable Borrower or any Lender has notified the Agent, prior to the date any payment is required to be made by it to the Agent hereunder, that such Borrower or such Lender, as the case may be, will not make such payment, the Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a

corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Agent in Same Day Funds, then:

(a) if the applicable Borrower failed to make such payment, each applicable Lender shall forthwith on demand repay to the Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent in Same Day Funds, at the applicable Overnight Rate from time to time in effect; and

(b) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Agent to the applicable Borrower to the date such amount is recovered by the Agent (the “ Compensation Period ”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Loan, included in the applicable Loan. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Loan. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment, or to prejudice any rights which the Agent or the applicable Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Agent to any Lender with respect to any amount owing under this subsection 2.6 shall be conclusive, absent manifest error.

2.7. Change of Currency . (a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Loan in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Loan, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Agent may from time to time specify to be appropriate to reflect a

change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

2.8. Extension of Stated Termination Date .

(a) Requests for Extension . The Borrowers may, by notice to the Agent (who shall promptly notify the Lenders) not earlier than 60 days and not later than 35 days prior to the first and/or second anniversary of the Closing Date (each, an “ Extension Date ”), request that each Lender extend such Lender’s Stated Termination Date for an additional one year from the Stated Termination Date applicable to such Lender.

(b) Lender Elections to Extend . Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not earlier than 30 days prior to the applicable Extension Date and not later than the date (the “ Notice Date ”) that is 20 days prior to such Extension Date, advise the Agent whether or not such Lender agrees to such extension. Each Lender that does not advise the Agent in writing on or before the Notice Date shall be deemed to be a “ Non-Extending Lender ”. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.

(c) Notification by Agent . The Agent shall notify the Borrowers of each Lender’s determination under this Section no later than the date 15 days prior to the applicable Extension Date (or, if such date is not a Business Day, on the next preceding Business Day).

(d) Additional Commitment Lenders . The Borrowers shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “ Additional Commitment Lender ”) as provided in Section 12.1; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the applicable Extension Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date).

(e) Minimum Extension Requirement . If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Stated Termination Date (each, an “ Extending Lender ”) and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the Total Commitment in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Stated Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Stated Termination Date then applicable to such Lender (except that, if such date is not a Business Day, such Stated Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “ Lender ” for all purposes of this Agreement.

(f) Conditions to Effectiveness of Extensions . As a condition precedent to such extension, the Guarantor shall deliver to the Agent a certificate dated as of the Extension Date (i) certifying and attaching the resolutions adopted by the Guarantor and the Borrowers approving or consenting to such extension and (ii) certifying that, before and after giving effect

to such extension, (A) the representations and warranties contained in Article VI are true and correct on and as of the Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.8, the representations and warranties contained in subsections (a) and (b) of Section 6.5 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.1, and (B) no Default or Event of Default exists. In addition, on the Stated Termination Date of each Non-Extending Lender, the Borrowers shall repay all Loans owing to such Non-Extending Lender and outstanding on such date (and pay any additional amounts required pursuant to Section 4.4) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Commitment Percentages of the respective Lenders effective as of such date.

ARTICLE III

FUNDING, FEES, AND PAYMENT CONVENTIONS

3.1. Interest Rate Options . (a) All Loans in Alternative Currencies shall be Offshore Rate Loans. All Loans in Euros shall be Euribor Rate Loans.

(b) So long as no Default or Event of Default shall have occurred and be continuing, the relevant Borrower shall have the option to elect the duration of the initial and any subsequent Interest Periods applicable to any Loans; provided , however , (x) there shall not be outstanding at any one time Loans having more than twenty (20) different Interest Periods and (y) no Loan shall have an Interest Period that extends beyond the latest Stated Termination Date then in effect. If the Agent does not receive a Borrowing Notice or an Interest Rate Selection Notice giving notice of election of the duration of an Interest Period or of Continuation of any such Loan as a Fixed Rate Loan by the time prescribed by Sections 2.1(c) and 3.2, as applicable, Section 2.2(c) shall apply.

3.2. Continuations and Elections of Subsequent Interest Periods . (a) Subject to the limitations set forth in the definition of “Interest Period,” in Sections 2.1(c)(iii), and 3.1 and in Article IV, any Borrower may, provided that no Default or Event of Default shall have occurred and be continuing, upon delivery of telephonic notice to the Agent (which shall be irrevocable) on or before 1:00 P.M. (London time) three (3) Business Days’ prior to the date of such Continuation, elect a subsequent Interest Period for any Fixed Rate Loan to begin on the last day of the then current Interest Period for such Fixed Rate Loan (subject to Section 2.2 with respect to any Offshore Rate Loan in an Alternative Currency).

(b) Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the affected Fixed Rate Loan, the Type of Loan, and, if a Continuation as a Fixed Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative of such Borrower shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions not later than one (1) Business Day prior to the due date for such notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be provided by the Agent to each affected Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such

notice by 1:00 P.M. (London time)) not later than 2:00 P.M. (London time) on the same day as the Agent’s receipt of such notice. All such Continuations of Loans shall be effected pro rata based on the Applicable Commitment Percentages of the applicable Lenders.

(c) Subject to Section 2.2(c), failure by any Borrower to elect a Continuation in accordance with Section 3.2(a) or to provide notice of payment shall result in such Borrower being deemed to have elected to Continue the applicable Loan as a Loan of the same Type for an Interest Period of one month.

3.3. Payment of Interest . Each Borrower shall pay to the Agent interest on the outstanding and unpaid principal amount of each Loan made to such Borrower by each Lender, for the account of such Lender commencing on the date of such Loan until such Loan shall be repaid, at the applicable Fixed Rate as designated by such Borrower in the related Borrowing Notice or Interest Rate Selection Notice or as otherwise provided hereunder. Interest on each Loan shall be paid on the earlier of (a) the last day of the applicable Interest Period for such Fixed Rate Loan and, if such Interest Period extends for more than three (3) months, at intervals of three (3) months after the first day of such Interest Period, and (b) upon payment in full of the related Loan; provided , however , that any amount payable hereunder (whether of principal, interest, fees or otherwise), if not paid when due, shall bear interest until such amount is paid in full at the Default Rate notwithstanding any provision herein to the contrary.

3.4. Prepayments . Subject to Section 2.2(c), whenever any payment of principal shall be made in respect of any Loan hereunder, whether at maturity, on acceleration, by optional or mandatory prepayment or as otherwise required or permitted hereunder, with the effect that any Loan shall be prepaid in whole or in part prior to the last day of the Interest Period applicable to such Loan, such payment of principal shall be accompanied by the additional payment, if any, required by Section 4.4.

3.5. Manner of Payment . (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of any Borrower to the Lenders or the Agent with respect to any Loan, shall be made to the Agent (i) in Euros at the Principal Office in the case of Loans made in Euros and (ii) in the same Alternative Currency at the Funding Bank in the case of Loans made in Alternative Currencies, in Same Day Funds without setoff, recoupment, deduction or counterclaim on the date such payment is due. The applicable Borrower shall give the Agent not less than one (1) Business Day’s prior written notice of any prepayment of principal, such notice to be given prior to 2:00 P.M. (London time) and to specify the date the prepayment will be made and the Loan to which prepayment relates. In the case of Loans made in Euros or Dollars to any Borrower, the Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of such Borrower with the Agent. Any such payment shall not be deemed to be received until the time such funds become available. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment is made from the date such amount was due and payable until the date such funds become available.

(b) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under the definition of “Interest Period”; provided ,

however , that interest shall continue to accrue during the period of any such extension; and provided further , however , that in no event shall any such due date be extended with respect to amounts due to any Lender beyond the Termination Date applicable to such Lender.

3.6. Fees .

(a) Commitment Fees . For the period beginning on and including the Closing Date and ending on (but excluding) the Final Termination Date, the Borrowers agree, jointly and severally, to pay to the Agent, for the pro rata benefit of the Lenders based on their Applicable Commitment Percentages, a commitment fee calculated at a rate per annum equal at all times to 30% of the Applicable Margin with respect to the Facility from time to time in effect multiplied by the Total Available Commitment in effect from time to time during the period for which payment is made. Such fees shall be due in arrears on the last Business Day of each March, June, September and December commencing December 31, 2007 to and, with respect to each Lender, on the Termination Date applicable to such Lender. Notwithstanding the foregoing, so long as any Lender fails to make available any portion of its Commitment when requested, such Lender shall not be entitled to receive payment of its pro rata share of such fee until such Lender shall make available such portion.

(b) Utilization Fee. For the period beginning on and including the Closing Date and ending on (but excluding) the Final Termination Date, for each day on which the Outstandings exceed sixty-six and two-thirds percent (66 ² / ₃ %) of the Total Commitment, the Borrowers agree, jointly and severally, to pay to the Agent, for the pro rata benefit of the Lenders based on their respective Applicable Commitment Percentages, a utilization fee calculated at a rate per annum equal to .05% of all Outstandings on such day. Such fees shall be due in arrears on the last Business Day of each March, June, September and December, commencing on the first of such days to occur after any utilization fee shall have accrued and become payable to and, with respect to each Lender, on the Termination Date applicable to such Lender.

(c) Administrative Fees . The Borrowers agree, jointly and severally, to pay to the Agent, for the Agent’s individual account, an annual administrative fee, such fee to be payable in such amounts and at such dates as from time to time agreed to by the Guarantor and Agent in writing.

3.7. Payments to Agent for Lenders . Except as otherwise specified herein, (i) each payment on account of the principal of and interest on Loans and the fees described in Section 3.6, shall be made to the Agent for the account of the applicable Lenders pro rata based on their Applicable Commitment Percentages, and (ii) the Agent will promptly distribute to the applicable Lenders, in immediately available funds payments received in fully collected, immediately available funds from the applicable Borrower.

3.8. Computation of Rates and Fees . Except as may be otherwise expressly provided, interest rates (including each Fixed Rate and the Default Rate) and fees shall be computed on the basis of a year of 360 days (except in the case of Loans denominated in Sterling, which shall be computed on the basis of a year of 365 or 366 days, as the case may be) and calculated for actual days elapsed.

3.9. Deficiency Advances; Failure to Purchase Participations . No Lender shall be responsible for any default of any other Lender in respect to such other Lender’s obligation to make any Loan hereunder, nor shall the Commitment of any Lender hereunder be increased as a result of such default of any other Lender. Without limiting the generality of the foregoing, in the event any Lender shall fail to make any Loan to any Borrower as herein provided, the Agent may in its discretion, but shall not be obligated to, advance in its favor as a Lender all or any port

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