CREDIT AGREEMENT dated as of October 19, 2009

Exhibit 10.1

Execution Copy

DIEBOLD, INCORPORATED,

THE SUBSIDIARY BORROWERS,

CREDIT AGREEMENT

dated as of October 19, 2009

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

and

THE LENDERS PARTY HERETO

J.P. MORGAN SECURITIES INC.,
PNC CAPITAL MARKETS LLC
and
U.S. BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Bookrunners

PNC BANK, NATIONAL ASSOCIATION
and
U.S. BANK NATIONAL ASSOCIATION,
as Syndication Agents

BANK OF AMERICA, N.A.,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Documentation Agents

TABLE OF CONTENTS

EXHIBITS
EXHIBIT A — PRICING SCHEDULE
EXHIBIT B — ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT C — DOMESTIC SUBSIDIARY BORROWER OPINION OF COUNSEL
EXHIBIT D — FOREIGN SUBSIDIARY BORROWER OPINION OF COUNSEL
EXHIBIT E — GUARANTY
EXHIBIT F — JOINDER AGREEMENT
EXHIBIT G — MANDATORY COSTS
EXHIBIT H — REVOLVING CREDIT NOTE
EXHIBIT I — OPINION OF COUNSEL
EXHIBIT J — WRITTEN TRANSFER INSTRUCTIONS
EXHIBIT K — COMPLIANCE CERTIFICATE

SCHEDULES

SCHEDULE 1.1(a) — COMMITMENTS
SCHEDULE 1.1(b) — SUBSIDIARY BORROWERS
SCHEDULE 5.7 — LITIGATION
SCHEDULE 5.8 — SUBSIDIARIES
SCHEDULE 6.12 — LIENS

CREDIT AGREEMENT

     THIS CREDIT AGREEMENT (this “Agreement”), dated as of October 19, 2009, is among DIEBOLD, INCORPORATED, an Ohio corporation (the “ Company ”), the SUBSIDIARY BORROWERS (as hereinafter defined) from time to time parties hereto (together with the Company, the “ Borrowers ”), the lenders from time to time parties hereto (the “ Lenders ”), and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent.

          The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     1.1 Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

     “ Acquisition ” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Company or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any Person or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Voting Stock of any Person.

     “ Advance ” means a borrowing hereunder (or conversion or continuation thereof) consisting of the aggregate amount of the several Loans or Facility Letters of Credit of the same Type and, in the case of Multicurrency Loans, in the same Agreed Currency and for the same Interest Period, and further, in the case of Fixed Rate Loans, for the same Interest Period, made by the Lenders on the same Borrowing Date (or converted or continued by the Lenders on the same date of conversion or continuation).

     “ Affiliate ” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of Voting Stock of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Capital Stock, by contract or otherwise.

     “ Administrative Agent ” means JPMorgan Chase in its capacity as contractual representative of the Lenders pursuant to Article XI, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article XI.

     “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

     “ Aggregate Commitments ” means the aggregate amount, calculated using the Dollar Equivalent Amount thereof, of the Commitments of all Lenders.

     “ Aggregate Euro Revolving Credit Commitments ” means the aggregate amount, stated in Euro, of the Euro Revolving Credit Commitments of all of the Euro Lenders.

     “ Aggregate Euro Revolving Credit Outstandings ” means as at any date of determination with respect to any Euro Lender, the sum of the aggregate unpaid principal amount of such Lender’s Euro Revolving Credit Loans on such date and the amount of such Lender’s Pro Rata Share of the Euro Facility Letter of Credit Obligations and Euro Swing Loans on such date, both stated in Euro based on the Euro Equivalent Amount.

     “ Aggregate Revolving Credit Outstandings ” means as at any date of determination with respect to any Revolving Credit Lender, the sum of the Dollar Equivalent Amount on such date of the aggregate unpaid principal amount of such Lender’s Revolving Credit Loans on such date and the Dollar Equivalent Amount on such date of the amount of such Lender’s Pro Rata Share of the Facility Letter of Credit Obligations and Swing Loans on such date.

     “ Aggregate U.S. Revolving Credit Commitments ” means the aggregate amount, stated in U.S. Dollars, of the U.S. Revolving Credit Commitments of all of the U.S. Lenders.

     “ Aggregate U.S. Revolving Credit Outstandings ” means as at any date of determination with respect to any U.S. Lender, the sum of the aggregate unpaid principal amount of such Lender’s U.S. Revolving Credit Loans on such date and the amount of such Lender’s Pro Rata Share of the U.S. Facility Letter of Credit Obligations and U.S. Swing Loans on such date, both stated in U.S. Dollars.

     “ Agreed Currencies ” means (i) Dollars, (ii) the Euro, and (iii) any other Eligible Currency which a Borrower requests the Administrative Agent to include as an Agreed Currency hereunder and which is a currency all of the Euro Lenders and the Administrative Agent agree to make Euro Loans in (and, for the avoidance of doubt, the making of a Euro Loan or issuance of any Euro Facility Letter of Credit denominated in any currency shall be deemed to evidence such agreement with respect to such currency).

     “ Agreement ” means this credit agreement, as it may be amended or modified and in effect from time to time.

     “ Agreement Currency ” is defined in Section 16.6.

     “ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1% and (c) the Eurodollar Adjusted Base Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Eurodollar Adjusted Base Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Adjusted Base Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Adjusted Base Rate, respectively.

     “ Applicable Margin ” means the amounts set forth in the Pricing Schedule on Exhibit A hereto.

     “ Article ” means an article of this Agreement unless another document is specifically referenced.

     “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 13.1), and accepted by the Administrative Agent, substantially in the form of Exhibit B or any other form approved by the Administrative Agent.

     “ Authorized Officer ” means, with respect to any Borrower, any of the president, the chief executive officer, any Designated Financial Officer or the secretary of the Company or any other Person designated by any of the foregoing in writing to the Administrative Agent from time to time to act on behalf of any Borrower (or, if so designated, a specific Borrower) which designation has not been rescinded in writing, in each case acting singly, provided that two Authorized Officers shall be required to modify the wiring instructions for any Advance.

     “ Available Foreign Currencies ” means the Agreed Currencies other than Dollars.

     “ Board of Directors ” means: (1) with respect to a corporation, the board of directors of the corporation or such directors or committee serving a similar function; (2) with respect to a limited liability company, the board of managers of the company or such managers or committee serving a similar function; (3) with respect to a partnership, the Board of Directors of the general partner of the partnership; and (4) with respect to any other Person, the managers, directors, trustees, board or committee of such Person or its owners serving a similar function.

     “ Borrowers ” is defined in the preamble hereto.

     “ Borrowing Date ” means any Business Day specified in a notice pursuant to Section 2.3, 2.15 or 2.16 as a date on which a Borrower requests the Lenders to make Loans hereunder or, with respect to the issuance of any Facility Letter of Credit, the date the applicable Issuer issues such Facility Letter of Credit.

     “ Business Day ” means (i) with respect to any borrowing, payment or rate selection of Multicurrency Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, London and New York for the conduct of substantially all of their commercial lending activities and on which dealings in Dollars, Euros and, if another Agreed Currency is relevant, such other Agreed Currency or Currencies are carried on in the London interbank market, (ii) if the Advances which are the subject of such borrowing, payment or rate selection are denominated in Euro, a day which is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor thereto, is open, and (iii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, London and New York for the conduct of substantially all of their commercial lending activities.

     “ Capital Stock ” means (i) in the case of any corporation, all capital stock and any securities exchangeable for or convertible into capital stock and any warrants, rights or other options to purchase or otherwise acquire capital stock or such securities or any other form of equity securities, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

     “ Capitalized Lease ” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

     “ Capitalized Lease Obligations ” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

     “ Cash Equivalents ” means (i) securities issued directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof), (ii) Dollar denominated time deposits, certificates of deposit and bankers’ acceptances of (x) any Lender or (y) any bank whose short-term commercial paper rating from S&P is at least investment grade or the equivalent thereof (any such bank, an “ Approved Lender ”), (iii) commercial paper issued by any Lender or Approved Lender or by the parent company of any Lender or Approved Lender and commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least investment grade or the equivalent thereof, (iv) investment grade bonds and preferred stock of investment grade companies, including but not limited to municipal bonds, corporate bonds, treasury bonds, etc., (v) foreign Investments that are of similar type of, and that have a rating comparable to, any of the Investments referred to in the preceding clauses (i) through (iv) above, (vi) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (v) above and (vii) other securities and financial instruments which offer a security comparable to those listed above.

     “ Change of Control ” means (i) a majority of the members of the Board of Directors of the Company shall not be Continuing Directors; or (ii) any Person, including a “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) which includes such Person, shall purchase or otherwise acquire, directly or indirectly, beneficial ownership of Voting Stock of the Company and, as a result of such purchase or acquisition, any such Person (together with its Affiliates), shall directly or indirectly beneficially own in the aggregate Voting Stock representing more than 30% of the combined voting power of Company’s Voting Stock.

     “ Charges ” is defined in Section 10.14.

     “ Class ”, when used in reference to any Loan or Commitment, refers to whether such Loan is a U.S. Loan or Euro Loan or such Commitment is a U.S. Revolving Credit Commitment or Euro Revolving Credit Commitment.

     “ Code ” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

     “ Commitment ” means, for each Lender, such Lender’s U.S. Revolving Credit Commitment and Euro Revolving Credit Commitment, and “Commitments” means the aggregate of all of the Lenders’ Commitments.

     “ Company ” is defined in the preamble hereto.

     “ Compliance Certificate ” is defined in Section 6.1(iii).

     “ Condemnation ” is defined in Section 7.8.

     “ Continuing Directors ” means individuals who at the beginning of any period of two consecutive calendar years constituted the board of directors of the Company, together with any new directors whose election by such board of directors or whose nomination for election was approved by a vote of at least two-thirds of the members of such board of directors then still in office who either were members of such board of directors at the beginning of such period or whose election or nomination for election was previously so approved.

     “ Controlled Group ” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any of its Subsidiaries, are treated as a single employer under Sections 414(b) or (c) of the Code.

     “ Conversion/Continuation Notice ” is defined in Section 2.7.1.

     “ Default ” means an event described in Article VII.

     “ Defaulting Lender ” means any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Facility Letters of Credit or Swing Loans within three Business Days of the date required to be funded by it hereunder, (b) notified any Borrower, the Administrative Agent, the Issuer, the Swing Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) failed, within three Business Days after receipt of a written request from the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Facility Letters of Credit and Swing Loans, provided that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that (i) if a Lender would be a “Defaulting Lender” solely by reason of events relating to a parent company of such Lender or solely because a Governmental Authority has been appointed as receiver, conservator, trustee or custodian for such Lender, in each case as described in clause (e) above, the Administrative Agent may, in its discretion, determine that such Lender is not a “Defaulting Lender” if and for so long as the Administrative Agent is satisfied that such Lender will continue to perform its funding obligations hereunder, (ii) the Administrative Agent may, by notice to the Borrower and the Lenders, declare that a Defaulting Lender is no longer a “Defaulting Lender” if the Administrative Agent determines, in its discretion, that the circumstances that resulted in such Lender becoming a “Defaulting Lender” no longer apply and (iii) a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of Voting Stock or any other equity interest in such Lender or a parent company thereof by a Governmental Authority or an instrumentality thereof or the exercise by any such Governmental Authority or instrumentality thereof of its rights under any such Voting Stock or other equity interest.

     “ Designated Financial Officer ” means, with respect to any Borrower, its chief financial officer, director of treasury services, treasurer, assistant treasurer, or similar position.

     “ Disqualified Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part.

     “ Dollars ”, “ U.S. Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.

     “ Dollar Equivalent Amount ” of any currency at any date shall mean (i) the amount of such currency if such currency is in Dollars or (ii) the Equivalent Amount of Dollars if such currency is any currency other than Dollars.

     “ Domestic Subsidiary ” means each present and future Subsidiary of the Company which is not a Foreign Subsidiary.

     “ Domestic Subsidiary Borrower ” means each Domestic Subsidiary listed as a Domestic Subsidiary Borrower in Schedule 1.1(b) as amended from time to time in accordance with Section 8.2.2.

     “ Domestic Subsidiary Opinion ” means with respect to any Domestic Subsidiary Borrower, a legal opinion of counsel to such Domestic Subsidiary Borrower (or the Company) addressed to the Administrative Agent and the Lenders concluding that such Domestic Subsidiary Borrower and the Loan Documents to which it is a party substantially comply with the matters listed on Exhibit C, with such assumptions, qualifications and deviations therefrom as are reasonably acceptable to the Administrative Agent.

     “ EBIT ” means, for any period, the sum of (a) the consolidated net income (or loss) of the Company and its Subsidiaries for such period determined in conformity with GAAP, plus (b) to the extent deducted in determining such net income, income taxes, and Interest Expense, and any extraordinary and non-recurring losses and non-cash charges and related tax effects in accordance with GAAP, minus (c) to the extent included in determining such net income, each of the following, without duplication: (i) the income of any Person (other than a Subsidiary of the Company) in which any Person other than the Company or any of its Subsidiaries has a joint interest or a partnership interest or other ownership interest, except to the extent of the amount of dividends or other distributions actually paid to the Company or any of its Subsidiaries by such Person during such period, (ii) the income of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries or that Person’s assets are acquired by the Company or any of its Subsidiaries, (iii) gains from the sale, exchange, transfer or other disposition of property or assets not in the ordinary course of business of the Company and its Subsidiaries, and related tax effects in accordance with GAAP, (iv) any other extraordinary or non-recurring gains or other income not from the continuing operations of the Company or its Subsidiaries, and related tax effects in accordance with GAAP and (v) the income of any Subsidiary of the Company (other than Subsidiaries which are not material in the aggregate as agreed upon between the Company and the Administrative Agent) to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

     “ Effective Date ” means the date on which the conditions precedent set forth in Sections 4.1 and 4.2 are satisfied.

     “ Eligible Currency ” means any currency other than Dollars (i) that is readily available, (ii) that is freely traded, (iii) in which deposits are customarily offered to banks in the London interbank market, (iv) that is convertible into Dollars in the international interbank market and (v) as to which a Dollar Equivalent Amount may be readily calculated. If, after the designation by the Lenders of any currency as an Agreed Currency, (x) currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, (y) such

currency is, in the reasonable determination of the Administrative Agent, no longer readily available or freely traded or (z) in the reasonable determination of the Administrative Agent, a Dollar Equivalent Amount of such currency is not readily calculable, the Administrative Agent shall promptly notify the Lenders and the Company, and such currency shall no longer be an Agreed Currency until such time as all of the Lenders agree to reinstate such currency as an Agreed Currency and promptly, but in any event within five Business Days of receipt of such notice from the Administrative Agent, the Borrower shall repay all Loans in such affected currency or convert such Loans into Loans in Dollars or another Agreed Currency, subject to the other terms set forth in Article II.

     “ Environmental Laws ” means, with respect to the Company or any of its Subsidiaries, any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (a) the protection of the environment, (b) the effect of the environment on human health, (c) emissions, discharges or releases of Hazardous Substances into surface water, ground water or land, or (d) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances or the clean-up or other remediation thereof, in each case, applicable to the Company’s or any of its Subsidiary’s operations or Property.

     “ Equivalent Amount ” of any currency with respect to any amount of any other currency at any date means the equivalent in such currency of such amount of such other currency, calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such currency at 11:00 a.m., London time, on the date on or as of which such amount is to be determined, or if such rates are not then available, as otherwise reasonably determined by the Administrative Agent.

     “ ERISA ” means the Employee Retirement Income Security Act of l974, as amended from time to time, and any rule or regulation issued thereunder.

     “ Euro ” and/or “ € ” means the euro referred to in Council Regulation (EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European Union, or, if different, the then lawful currency of the member states of the European Union that participate in the third stage of Economic and Monetary Union.

     “ Euro Equivalent Amount ” of any currency at any date shall mean (i) the amount of such currency if such currency is in Euros or (ii) the Equivalent Amount of Euros if such currency is any currency other than Euros.

     “ Euro Facility Letter of Credit ” means any Letter of Credit issued under the Aggregate Euro Revolving Credit Commitments.

     “ Euro Facility Letter of Credit Obligations ” means Facility Letter of Credit Obligations with respect to Euro Facility Letters of Credit.

     “ Euro Lender ” means any Lender which has a Euro Revolving Credit Commitment.

     “ Euro Loan ” means any Euro Revolving Credit Loan.

     “ Euro Revolving Credit Commitment ” means, as to any Lender at any time, its obligation to make Revolving Credit Loans to the Borrowers under Section 2.1.2 in an aggregate Euro Equivalent Amount not to exceed at any time outstanding the Euro amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Euro Revolving Credit Commitment” or as otherwise established pursuant to

Section 13.1, as such amount may be reduced or increased from time to time pursuant to Section 2.4, 13.1 and the other applicable provisions hereof.

     “ Euro Revolving Credit Loans ” means Revolving Credit Loans made to the Borrowers under Section 2.1.2.

     “ Euro Swing Loan ” is defined in Section 2.16.

     “ Eurocurrency Advance ” means a Multicurrency Advance which bears interest at the Eurocurrency Rate.

     “ Eurocurrency Loan ” means a Multicurrency Loan which bears interest at the Eurocurrency Rate.

     “ Eurocurrency Rate ” means, with respect to a Eurocurrency Loan for the relevant Interest Period, the sum of (a) the Eurocurrency Reference Rate applicable to such Interest Period, plus (b) the amount of all reserves, costs (including without limitation all Mandatory Costs to the extent applicable as required by Euro Lenders domiciled in the European Union) or similar requirements relating to the funding of the relevant Available Foreign Currency, as reasonably determined by the Administrative Agent, plus (c) the Applicable Margin.

     “ Eurocurrency Reference Rate ” means, with respect to each Interest Period for a Eurocurrency Loan:

     “ Eurodollar Adjusted Base Rate ” means, with respect to a Eurodollar Loan for the relevant Interest Period, the quotient of (i) the Eurodollar Base Rate applicable to such Interest Period, divided by (ii) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period.

     “ Eurodollar Advance ” means an Advance which bears interest at a Eurodollar Rate.

     “ Eurodollar Base Rate ” means, with respect to a Eurodollar Loan for the relevant Interest Period, the rate appearing on Reuters Page LIBOR01 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as reasonably determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” with respect to such Eurodollar Loan for such Interest Period shall be the rate at which Dollar deposits of

$5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

     “ Eurodollar Loan ” means a Loan which bears interest at a Eurodollar Rate.

     “ Eurodollar Rate ” means, with respect to a Eurodollar Loan for the relevant Interest Period, the sum of (i) the Eurodollar Adjusted Base Rate applicable to such Interest Period, plus (ii) the Applicable Margin. The Eurodollar Rate shall be rounded to the next higher multiple of 1/16 of 1% if the rate is not such a multiple.

     “ Existing Loan Agreement ” means the Loan Agreement dated as of April 30, 2003, as amended, among the Borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as agent for such lenders.

     “ Facility Letter of Credit ” means a Letter of Credit issued by an Issuer pursuant to Section 2.15.

     “ Facility Letter of Credit Obligations ” means, as at the time of determination thereof, all liabilities, whether actual or contingent, of a Borrower under Facility Letters of Credit, including the sum of (a) Reimbursement Obligations and, without duplication, (b) the aggregate undrawn face amount of the outstanding Facility Letters of Credit.

     “ Facility Termination Date ” means the earlier to occur of (a) the date three years after the date of this Agreement or (b) the date on which the Revolving Credit Commitments are terminated pursuant to Article VIII.

     “ Federal Funds Effective Rate ” means, for any day, an interest rate per annum 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 for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing reasonably selected by the Administrative Agent or, when used in connection with any Advance denominated in any Eligible Currency, “Federal Funds Effective Rate” means the correlative rate of interest with respect to such Eligible Currency as reasonably determined by the Administrative Agent for such day.

     “ Financial Contract ” of a Person means (a) any exchange-traded or over-the-counter futures, forward, swap or option contract or other financial instrument with similar characteristics or (b) any Rate Hedging Agreement.

     “ Fixed Rate ” means the Eurodollar Rate or the Eurocurrency Rate.

     “ Fixed Rate Advance ” means an Advance which bears interest at a Fixed Rate.

     “ Fixed Rate Loan ” means a Loan which bears interest at a Fixed Rate.

     “ Floating Rate ” means, for any day, a rate per annum (based on a year of 365 or 366 days as appropriate) equal to the sum of (a) the Applicable Margin plus (b) the Alternate Base Rate for such day, in each case changing when and as the Alternate Base Rate changes.

     “ Floating Rate Advance ” means an Advance which bears interest at the Floating Rate.

     “ Floating Rate Loan ” means a Loan which bears interest at the Floating Rate.

     “ Foreign Subsidiary ” means each Subsidiary organized under the laws of a jurisdiction outside of the United States.

     “ Foreign Subsidiary Borrower ” means each Foreign Subsidiary listed as a Foreign Subsidiary Borrower in Schedule 1.1(b) as amended from time to time in accordance with Section 8.2.2.

     “ Foreign Subsidiary Opinion ” means with respect to any Foreign Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary Borrower (or the Company) addressed to the Administrative Agent and the Lenders concluding that such Foreign Subsidiary Borrower and the Loan Documents to which it is a party substantially comply with the matters listed on Exhibit D, with such assumptions, qualifications and deviations therefrom as are reasonably acceptable to the Administrative Agent.

     “ GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time.

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

     “ Guarantee Obligation ” means as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing Person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrowers in good faith.

     “ Guarantor ” means (a) with respect to the Obligations of the Subsidiary Borrowers, the Company and each present and future Domestic Subsidiary of the Company required to execute a Guaranty pursuant to Section 2.18 and any other Person executing a Guaranty with respect thereto at any time, and (b) with respect to the Obligations of the Company, each present and future Domestic Subsidiary of the Company required to execute a Guaranty pursuant to Section 2.18 and any other Person executing a Guaranty with respect thereto at any time.

     “ Guaranty ” means, with respect to the Company, the guarantee contained in Article IX and, with respect to any other Guarantor, each guaranty agreement in substantially the form of Exhibit E hereto or, in the case of Foreign Subsidiaries that are Guarantors, such other form agreed to by the Administrative Agent and the Company duly executed and delivered by each such Guarantor to the Administrative Agent, including any amendment, modification, renewal or replacement of such guaranty agreement; provided , however , that no Foreign Subsidiary shall be a Guarantor of any Obligations of the Company or a Domestic Subsidiary Borrower.

     “ Hazardous Substances ” means any material or substance: (1) which is or becomes defined as a hazardous substance, pollutant, or contaminant, pursuant to the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) (42 USC §9601 et. seq. ) as amended and regulations promulgated under it; (2) containing gasoline, oil, diesel fuel or other petroleum products; (3) which is or becomes defined as hazardous waste pursuant to the Resource Conservation and Recovery Act (“RCRA”) (42 USC §6901 et. seq. ) as amended and regulations promulgated under it; (4) containing polychlorinated biphenyls (PCBs); (5) containing asbestos; (6) which is radioactive; (7) the presence of which requires investigation or remediation under any Environmental Law; (8) which is or becomes defined or identified as a hazardous waste, hazardous substance, hazardous or toxic chemical, pollutant, contaminant, or biologically Hazardous Substance under any Environmental Law.

     “ Hostile Acquisition ” means the Acquisition of the Capital Stock of a Person (the “ Target ”) through a tender offer or similar solicitation of the owners of such Capital Stock which has not been approved prior to such acquisition by resolutions of the Board of Directors of the Target or by similar action if the Target is not a corporation (and which approval has not been withdrawn).

     “ Indebtedness ” of a Person means, without duplication, such Person’s (a) obligations for borrowed money or similar obligations, (b) obligations representing the deferred purchase price of Property or services (other than accounts payable and/or accrued expenses and commercial Letters of Credit with respect to the foregoing, in each case arising in the ordinary course of such Person’s business payable in accordance with customary practices), (c) obligations which are evidenced by notes, acceptances, or other instruments (other than Financial Contracts), to the extent of the amounts actually borrowed, due, payable or drawn, as the case may be, (d) Capitalized Lease Obligations, (e) all obligations in respect of Letters of Credit (other than commercial Letters of Credit referenced in clause (b) above), whether drawn or undrawn, contingent or otherwise, (f) any other obligation for borrowed money or other financial accommodation which in accordance with GAAP would be shown as a liability on the consolidated balance sheet of such Person, (g) Off-Balance Sheet Liabilities, (h) Guarantee Obligations with respect to any of the foregoing and (i) all obligations of the kind referred to in the foregoing clauses secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, provided that , if such Person has not assumed such obligations, then the amount of Indebtedness of such Person for purposes of this clause (i) shall be equal to the lesser of the amount of the obligations of the holder of such obligations and the fair market value of the assets of such Person which secure such obligations.

     “ Interest Coverage Ratio ” means, as of the end of any fiscal quarter, the ratio of (a) EBIT to (b) Interest Expense, in each case calculated for the four consecutive fiscal quarters then ending, on a consolidated basis for the Company and its Subsidiaries in accordance with GAAP.

     “ Interest Expense ” means, with respect to any period, the aggregate of all interest expense reported by the Company and its Subsidiaries in accordance with GAAP during such period, net of any cash interest income received by the Company and its Subsidiaries during such period from Investments. As used in this definition, the term “interest” shall include, without limitation, all interest, fees and costs payable with respect to the obligations under this Agreement (other than fees and costs which may be capitalized as transaction costs in accordance with GAAP), any discount in respect of sales of accounts receivable and/or related contract rights and the interest portion of Capitalized Lease payments during such period, all as determined in accordance with GAAP.

     “ Interest Period ” means with respect to any Fixed Rate Loan:

     (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Fixed Rate Loan and ending one, two, three, or six months thereafter, or such other period as agreed upon by the Lenders making such Fixed Rate Loan, as selected by the relevant Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and

     (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Fixed Rate Loan and ending one, two, three or six months thereafter, or such other period as agreed upon by the Lenders, as selected by the relevant Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto;

provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

     (i) if any Interest Period pertaining to a Fixed Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

     (ii) any Interest Period applicable to a Fixed Rate Loan that would otherwise extend beyond the Facility Termination Date, may be elected but shall end on the Facility Termination Date (and such Loan shall be due and payable on the Facility Termination Date and any amounts due under Section 3.4 shall be payable) unless the Facility Termination Date is extended on or before the last day of such Interest Period to a date beyond the end of such Interest Period; and

     (iii) any Interest Period pertaining to a Fixed Rate Loan that 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.

     “ Investment ” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable and/or accrued expenses arising in the ordinary course of business payable in accordance with customary practices and loans to employees in the ordinary course of business) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person (other than Financial Contracts).

     “ Issuers ” or “ Issuer ” means (i) JPMorgan Chase, and (ii) any Lending Installation of JPMorgan Chase as JPMorgan Chase may determine to be the issuer for any Facility Letter of Credit.

     “ Joinder Agreement ” means the Joinder Agreement to be entered into by each Subsidiary Borrower subsequent to the date hereof pursuant to Section 8.2.2, substantially in the form of Exhibit F hereto.

     “ JPMorgan Chase ” means JPMorgan Chase Bank, N.A., a national banking association, and any successor-in-interest thereto.

     “ Judgment Currency ” is defined in Section 16.6.

     “ Lender Addition and Acknowledgement Agreement ” means a Lender Addition and Acknowledgement Agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed pursuant to Section 2.4(b).

     “ Lenders ” means the lending institutions listed on the signature pages of this Agreement or otherwise party hereto as a Lender from time to time, and their respective successors and, to the extent permitted by Section 13.1, assigns.

     “ Lending Installation ” means, with respect to a Lender or the Administrative Agent, any office, branch, subsidiary or Affiliate of such Lender or the Administrative Agent, as the case may be.

     “ Letter of Credit ” of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

     “ Letter of Credit Collateral Account ” is defined in Section 2.15.7.

     “ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

     “ Loan ” means, with respect to a Lender, such Lender’s Revolving Credit Loans and, with respect to the Swing Lender, Swing Loans.

     “ Loan Documents ” means this Agreement, the Notes, any Rate Hedging Agreements with any Lenders or their Affiliates and the other agreements, certificates and other documents contemplated hereby

or executed or delivered pursuant hereto by any Borrower or any Guarantor at any time with or in favor of the Administrative Agent or any Lender.

     “ London Banking Day ” means any day on which banks in London are open for substantially all of their banking business, including dealings in foreign currency and exchange.

     “ Mandatory Costs ” is defined on Exhibit G.

     “ Margin Stock ” means “margin stock” as defined in Regulations U or X or “marginable OTC stock” or “foreign margin stock” within the meaning of Regulation T.

     “ Material Adverse Effect ” means a material adverse effect on (i) the business, Property, operations or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, (ii) the ability of the Borrowers and Guarantors, taken as a whole, to pay the Obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder.

     “ Maximum Rate ” is defined in Section 10.14.

     “ Moody’s ” means Moody’s Investors Service, Inc., and any successor-in-interest thereto.

     “ Multicurrency Advance ” means a borrowing hereunder (or continuation or a conversion thereof) consisting of the several Multicurrency Loans made on the same Borrowing Date (or date of conversion or continuation) by the Lenders to a Borrower of the same Type, in the same Available Foreign Currency and for the same Interest Period.

     “ Multicurrency Loans ” means Euro Loans and any Swing Loans denominated in currencies other than U.S. Dollars.

     “ Multiemployer Plan ” means a plan defined in Section 4001(a)(3) of ERISA to which the Company or any member of the Controlled Group has an obligation to contribute.

     “ Net Worth ” means, as of any date, the amount of any capital stock, paid in capital and similar equity accounts plus (or minus in the case of a deficit) the capital surplus and retained earnings of the Company and its Subsidiaries on a consolidated basis, all as determined in accordance with GAAP.

     “ Non-Excluded Taxes ” is defined in Section 3.6.1.

     “ Notes ” means the collective reference to the Revolving Credit Notes.

     “ Obligations ” means collectively, the unpaid principal of and interest on the Loans, all obligations and liabilities pursuant to the Facility Letters of Credit, all Rate Hedging Obligations of each Borrower and each Guarantor to the Administrative Agent, each Lender and their respective Affiliates, and all other obligations and liabilities of each Borrower and each Guarantor to the Administrative Agent or the Lenders under this Agreement and the other Loan Documents (including, without limitation, interest accruing at the then applicable rate provided in this Agreement or any other applicable Loan Document after the maturity of the Loans and interest accruing at the then applicable rate provided in this Agreement or any other applicable Loan Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower or any Guarantor, as the case may be, whether or not a claim for post-filing or post-petition interest is allowed in

such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, the other Loan Documents or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by any Borrower or any Guarantor pursuant to the terms of this Agreement or any other Loan Document).

     “ Off-Balance Sheet Liability of a Person means (i) any obligation under a Sale and Leaseback Transaction which is not a Capital Lease Obligation, (ii) any so-called “synthetic lease” or “tax ownership operating lease” transaction entered into by such Person, (iii) the amount of obligations outstanding under the legal documents entered into as part of any asset securitization or similar transaction on any date of determination that would be characterized as principal if such asset securitization or similar transaction were structured as a secured lending transaction rather than as a purchase or (iv) any other transaction (excluding operating leases for purposes of this clause (iv)) which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person; in all of the foregoing cases, notwithstanding anything herein to the contrary, the outstanding amount of any Off-Balance Sheet Liability shall be calculated based on the aggregate outstanding amount of obligations outstanding under the legal documents entered into as part of any such transaction on any date of determination that would be characterized as principal if such transaction were structured as a secured lending transaction, whether or not shown as a liability on a consolidated balance sheet of such Person, in a manner reasonably satisfactory to the Administrative Agent.

     “ Participant ” is defined in Section 13.1.

     “ Payment Date ” means the last Business Day of each March, June, September and December occurring after the Effective Date, commencing December 31, 2009.

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

     “ Permitted Encumbrances ” means:

     (a) Liens imposed by law for taxes that are not yet due or are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP;

     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP;

     (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

     (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

     (e) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.9;

     (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary; and

     (g) precautionary financing statement filings in connection with operating leases.

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

     “ Permitted Securitization Transaction ” is defined in Section 6.10(iii).

     “ Person ” means any natural person, corporation, firm, joint venture, limited liability company, partnership, association, enterprise, company or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

     “ Plan ” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Company or any member of the Controlled Group has any obligation to contribute to on or after the Effective Date.

     “ Prime Rate ” means the per annum rate announced or established by the Administrative Agent from time to time as its “prime rate” (it being acknowledged that such announced rate may not necessarily be the lowest rate charged by the Administrative Agent to any of its customers) or the corporate base rate of interest announced or established by the Administrative Agent or, when used in connection with any Advance denominated in any Eligible Currency, “Prime Rate” means the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue, as reasonably determined by the Administrative Agent, which Prime Rate shall change simultaneously with any change in such announced or established rates.

     “ Pro Rata Share ” means, for each Lender, the ratio of such Lender’s Commitment (calculated using the Dollar Equivalent Amount thereof) to the Aggregate Commitment, provided that (a) with respect to U.S. Revolving Credit Loans, U.S. Facility Letters of Credit, U.S. Swing Loans and facility fees with respect to the U.S. Revolving Credit Commitment, Pro Rata Share means, for each Lender, the ratio such Lender’s U.S. Revolving Credit Commitment bears to the Aggregate U.S. Revolving Credit Commitments, and (b) with respect to Euro Revolving Credit Loans, Euro Facility Letters of Credit, Euro Swing Loans and facility fees with respect to the Euro Revolving Credit Commitment, Pro Rata Share means, for each Lender, the ratio such Lender’s Euro Revolving Credit Commitment bears to the Aggregate Euro Revolving Credit Commitments. If at any time the Commitments have been terminated, the amount of any Commitment for the purposes of this definition of “Pro Rata Share” only shall be deemed equal to the amount of such Commitment immediately prior to its termination.

     “ Property ” of a Person means any and all property, whether real, personal, movable, immovable, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

     “ Quotation Date ” in relation to any period for which a Eurocurrency Reference Rate is to be determined hereunder, means the date on which quotations would ordinarily be given by prime lenders in the London inter-bank market for deposits in the Available Foreign Currency in relation to which such rate is to be determined for delivery on the first day of that period, provided that, if, for such period, quotations would ordinarily be given on more than one date, the Quotation Date for that period shall be the last of those dates.

     “ Rate Hedging Agreement ” means an agreement, device or arrangement providing for payments which are related to fluctuations of interest rates, exchange rates or forward rates, including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants.

     “ Rate Hedging Obligations ” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Rate Hedging Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Hedging Agreement.

     “ Regulation D ” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

     “ Regulation T ” means Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors.

     “ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors.

     “ Regulation X ” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors.

     “ Reimbursement Obligations ” means, at any time, the aggregate of the obligations of the Borrowers to the Lenders and the Issuers in respect of all unreimbursed payments or disbursements made by the Issuers and the Lenders under or in respect of the Facility Letters of Credit.

     “ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

     “ Release ” means any release, spill, leak, discharge or leaching of any Hazardous Substances into the environment in violation of any Environmental Law.

     “ Remedial Action ” means an action to address a Release or other violation of Environmental Laws required by any Environmental Law.

     “ Reportable Event ” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section with respect to a Plan subject to Title IV of ERISA, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided , however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with Section 4043(a) of ERISA or of the minimum funding standard under Section 412(c) of the Code.

     “ Required Euro Lenders ” means (a) at any time prior to the termination of the Euro Revolving Credit Commitments, Euro Lenders holding greater than 50% of the aggregate Euro Revolving Credit Commitments of all Euro Lenders and (b) at any time after the termination of the Euro Revolving Credit Commitments, Euro Lenders whose aggregate Euro Revolving Credit Loans and Pro Rata Shares of Euro Facility Letters of Credit aggregate greater than 50% of the Aggregate Euro Revolving Credit Loans of all Euro Lenders and all Euro Facility Letters of Credit.

     “ Required Lenders ” means (a) at any time prior to the termination of the Commitments, Lenders holding greater than 50% of the Aggregate Commitments of all Lenders; and (b) at any time after the termination of the Commitments, Lenders whose Aggregate Revolving Credit Outstandings aggregate greater than 50% of the Aggregate Revolving Credit Outstandings of all Lenders.

     “ Required U.S. Lenders ” means (a) at any time prior to the termination of the U.S. Revolving Credit Commitments, U.S. Lenders holding greater than 50% of the aggregate U.S. Revolving Credit Commitments of all U.S. Lenders and (b) at any time after the termination of the U.S. Revolving Credit Commitments, U.S. Lenders whose aggregate U.S. Revolving Credit Loans and Pro Rata Shares of U.S. Facility Letters of Credit aggregate greater than 50% of the Aggregate U.S. Revolving Credit Loans of all U.S. Lenders and all U.S. Facility Letters of Credit.

     “ Requirement of Law ” means as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

     “ Reserve Requirement ” means, with respect to an Interest Period for Eurodollar Loans or Eurocurrency Loans, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves), assessments or similar requirements under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D).

     “ Revolving Credit Commitments ” means the Euro Revolving Credit Commitments and the U.S. Revolving Credit Commitments.

     “ Revolving Credit Lenders ” means those Lenders which have a Revolving Credit Commitment or, if such Commitments shall have been terminated, have outstanding Revolving Credit Loans or Facility Letter of Credit Obligations.

     “ Revolving Credit Loans ” means, with respect to a Lender, such Lender’s revolving credit loans made pursuant to Section 2.1.

     “ Revolving Credit Note ” is defined in Section 2.2.3.

     “ S&P ” means Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc., and any successor-in-interest thereto.

     “ Sale and Leaseback Transaction ” means any sale or other transfer of property by any Person with the intent to lease or use such Property as lessee or in any other similar capacity.

     “ SEC ” means the Securities and Exchange Commission or any governmental authority succeeding to any or all of the functions of the Securities and Exchange Commission.

     “ Section ” means a numbered section of this Agreement, unless another document is specifically referenced.

     “ Securitization Entity ” means a wholly-owned Subsidiary of the Company that engages in no activities other than Permitted Securitization Transactions and any necessary related activities and owns no assets other than as required pursuant to Permitted Securitization Transactions and (i) no portion of the Indebtedness (contingent or otherwise) of which is guaranteed by the Company or any Subsidiary of the Company or is recourse to or obligates the Company or any Subsidiary of the Company in any way, other than pursuant to customary representations, warranties, covenants, indemnities and other obligations entered into in connection with a Permitted Securitization Transaction, and (ii) to which neither the Company nor any Subsidiary of the Company has any material obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

     “ Significant Subsidiary ” means each present or future subsidiary of the Company which would constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X as currently in effect promulgated by the SEC.

     “ Single Employer Plan ” means a Plan which is maintained by the Company or any member of the Controlled Group for employees of the Company or any member of the Controlled Group.

     “ Subsidiary ” of a Person means (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” means a Subsidiary of the Company.

     “ Subsidiary Borrowers ” means Foreign Subsidiary Borrowers and Domestic Subsidiary Borrowers.

     “ Substantial Portion ” means, with respect to the Property of the Company and its Subsidiaries, Property which (a) represents more than 15% of the consolidated assets of the Company and its Subsidiaries as would be shown in the consolidated financial statements of the Company and its Subsidiaries as at the beginning of the twelve-month period ending with the most recent month prior to such determination is made for which consolidated Company financial statements are available, (b) is responsible for more than 15% of the consolidated net sales of the Company and its Subsidiaries as reflected in the financial statements referred to in clause (a) above, (c) represents more than 25% of the consolidated assets of the Company and its Subsidiaries as would be shown in the consolidated financial statements of the Company and its Subsidiaries as of the Effective Date or (d) is responsible for more than 25% of the consolidated net sales of the Company and its Subsidiaries as reflected in the financial statements referred to in clause (c) above.

     “ Swing Lender ” means JPMorgan Chase, together with its Lending Installations.

     “ Swing Loans ” means U.S. Swing Loans and Euro Swing Loans.

     “ Syndication Agents ” means PNC Bank, National Association and U.S. Bank National Association, in their capacities as syndication agents for the credit facility evidenced by this Agreement.

     “ Tangible Net Worth ” means, as of any date, the difference of (i) Net Worth, minus (ii) to the extent included in determining the amount under the foregoing clause (i), the net book value of goodwill, cost in excess of fair value of net assets acquired, patents, trademarks, tradenames and copyrights, treasury stock and all other assets which are deemed intangible assets under GAAP.

     “ Total Assets ” means the total assets of the Company and its Subsidiaries, determined in accordance with GAAP.

     “ Total Debt ” as of any date, means all of the following for the Company and its Subsidiaries on a consolidated basis and without duplication: (i) all debt for borrowed money and similar monetary obligations evidenced by bonds, notes, debentures, Capitalized Lease Obligations or otherwise, including without limitation obligations in respect of the deferred purchase price of properties or assets, in each case whether direct or indirect (other than accounts payable and/or accrued expenses and commercial Letters of Credit with respect to the foregoing, in each case arising in the ordinary course of such Person’s business payable in accordance with customary practices); (ii) all reimbursement obligations under outstanding Letters of Credit (other than commercial Letters of Credit referenced in clause (i) above) in respect of drafts which (A) may be presented or (B) have been presented and have not yet been paid and are not included in clause (i) above; (iii) all Off-Balance Sheet Liabilities; (iv) all Guarantee Obligations of indebtedness or liabilities of the type described in the foregoing clauses (i), (ii) or (iii) and (v) all obligations of the kind referred to in the foregoing clauses (i), (ii) or (iii) secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, provided that , if such Person has not assumed such obligations, then the amount of debt of such Person for purposes of this clause (v) shall be equal to the lesser of the amount of the obligations of the holder of such obligations and the fair market value of the assets of such Person which secure such obligations. Notwithstanding the foregoing, money borrowed by the Company against the cash value of life insurance policies owned by the Company shall not be considered part of Total Debt and Indebtedness consisting of avals by any of the Company’s Subsidiaries for the benefit of, and with respect to obligations which are not classified as Indebtedness of, any of the Company’s other Subsidiaries which are entered into in the ordinary course of business and consistent with standard business practices, shall not be considered part of Total Debt.

     “ Total Net Debt ” means, at any time, Total Debt minus all cash and Cash Equivalents with maturities of less than one year of the Company and its Subsidiaries calculated on a consolidated basis, as calculated in accordance with GAAP.

     “ Total Net Debt to Capitalization Ratio ” means the ratio of Total Net Debt to the sum of (a) Total Net Debt plus (b) Net Worth, as calculated in accordance with GAAP.

     “ Transferee ” is defined in Section 13.2.

     “ Type ” means, with respect to any Advance, its nature as a Floating Rate Advance, Eurocurrency Advance or Eurodollar Advance.

     “ Unfunded Liabilities ” means the amount (if any) by which the actuarial present value of all benefit liabilities under a Single Employer Plan exceeds the fair market value of all such Plan assets allocable to such benefit liabilities, all determined as of the then most recent valuation date for such Plan in accordance with Section 4001(a)(18) of ERISA.

     “ Unmatured Default ” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

     “ U.S. Facility Letter of Credit ” means any Letter of Credit issued under the Aggregate U.S. Revolving Credit Commitments.

     “ U.S. Facility Letter of Credit Obligations ” means Facility Letter of Credit Obligations with respect to U.S. Facility Letters of Credit.

     “ U.S. Lender ” means any Lender which has a U.S. Revolving Credit Commitment.

     “ U.S. Loan ” means any U.S. Revolving Credit Loan.

     “ U.S. Revolving Credit Commitment ” means, as to any Lender at any time, its obligation to make Revolving Credit Loans to the Borrowers under Section 2.1.1 in Dollars in an aggregate amount not to exceed at any time outstanding the U.S. Dollar amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “U.S. Revolving Credit Commitment” or as otherwise established pursuant to Section 13.1, as such amount may be reduced or increased from time to time pursuant to Sections 2.4, 13.1 and the other applicable provisions hereof.

     “ U.S. Revolving Credit Loans ” means Revolving Credit Loans made to the Borrowers pursuant to Section 2.1.1.

     “ U.S. Swing Loan ” is defined in Section 2.16.

     “ Voting Stock ” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or similar persons thereof.

     “ Wholly Owned Subsidiary ” of a Person means any other Person of which 100% of the outstanding Voting Stock of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly Owned Subsidiaries of such Person, or by such Person and one or more Wholly Owned Subsidiaries of such Person.

     1.2 Rules of Construction . All terms defined in Section 1.1 shall include both the singular and the plural forms thereof and shall be construed accordingly. Use of the terms “ herein ”, “ hereof ”, and “ hereunder ” shall be deemed references to this Agreement in its entirety and not to the Section or clause in which such term appears. References to “ Sections ” and “ subsections ” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided. Notwithstanding anything herein, in any financial statements of the Company or in GAAP to the contrary, for purposes of calculating the Applicable Margin and of calculating and determining compliance with the financial covenants in Sections 6.17 and 6.18, including defined terms used therein, any Acquisitions made by the Company or any of its Subsidiaries, including through mergers or consolidations and including the incurrence of all Indebtedness related thereto and any other related financial transactions, during the period for which such financial covenants were calculated shall be deemed to have occurred on the first day of the relevant period for which such financial covenants and the Applicable Margin were calculated on a pro forma basis reasonably acceptable to the Administrative Agent.

     1.3 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an

amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

THE CREDITS

     2.1 Commitments .

     2.1.1 From and including the Effective Date and prior to the Facility Termination Date, each U.S. Lender severally agrees, on the terms and conditions set forth in this Agreement, to make U.S. Revolving Credit Loans in Dollars to the Company and the Domestic Subsidiary Borrowers and the Foreign Subsidiary Borrowers from time to time so long as after giving effect thereto and to any concurrent repayment of Loans the Aggregate U.S. Revolving Credit Outstandings of each U.S. Lender are equal to or less than its U.S. Revolving Credit Commitment. Subject to the terms of this Agreement, the Company and the Domestic Subsidiary Borrowers and the Foreign Subsidiary Borrowers may borrow, repay and reborrow U.S. Revolving Credit Loans at any time prior to the Facility Termination Date. The U.S. Revolving Credit Loans may be Floating Rate Loans or Eurodollar Loans, or a combination thereof selected in accordance with Sections 2.3 and 2.7. The U.S. Revolving Credit Commitments to lend hereunder shall expire on the Facility Termination Date.

     2.1.2 From and including the Effective Date and prior to the Facility Termination Date, each Euro Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Euro Revolving Credit Loans in Available Foreign Currencies to the Company and the Foreign Subsidiary Borrowers from time to time so long as after giving effect thereto and to any concurrent repayment of Loans the Aggregate Euro Revolving Credit Outstandings of each Euro Lender are equal to or less than its Euro Revolving Credit Commitment. Subject to the terms of this Agreement, the Company and the Foreign Subsidiary Borrowers may borrow, repay and reborrow Euro Revolving Credit Loans at any time prior to the Facility Termination Date. The Euro Revolving Credit Loans will be Multicurrency Loans as selected in accordance with Sections 2.3, 2.7 and 2.8(a). The Euro Revolving Credit Commitments to lend hereunder shall expire on the Facility Termination Date.

     2.2 Repayment of Loans; Evidence of Debt .

     2.2.1 (a) The Company and each Domestic Subsidiary Borrower and Foreign Subsidiary Borrower hereby unconditionally promise to pay to the Administrative Agent for the account of each U.S. Lender in U.S. Dollars the then unpaid principal amount of each U.S. Revolving Credit Loan of such Lender made to such Borrower on the Facility Termination Date and on such other dates and in such other amounts as may be required from time to time under the terms of this Agreement. The Company and each Domestic Subsidiary Borrower and Foreign Subsidiary Borrower hereby further agree to pay to the Administrative Agent for the account of each U.S. Lender interest in U.S. Dollars on the unpaid principal amount of the U.S. Revolving Credit Loans from time to time outstanding until payment thereof in full at the rates per annum, and on the dates, set forth in Section 2.8.

          (b) The Company and each Foreign Subsidiary Borrower hereby each unconditionally promise to pay to the Administrative Agent for the account of each Euro Lender in the relevant Available Foreign Currency the then unpaid principal amount of each Euro Revolving Credit Loan of such Lender made to such Borrower (on a several, not joint and several, basis, but subject, for the avoidance of doubt, to the Guarantee contained in Article IX) on the Facility Termination Date and on such other dates and in such other amounts as may be required from time to time under the terms of this Agreement. The Company and each Foreign Subsidiary Borrower hereby further agree to pay to the Administrative Agent for the account of each Euro Lender interest in the relevant Available Foreign Currency on the unpaid principal amount of the Euro Revolving Credit Loans made to such Borrower (on a several, not joint and several, basis, but subject, for the avoidance of doubt, to the Guarantee contained in Article IX) from time to time outstanding until payment thereof in full at the rates per annum, and on the dates, set forth in Section 2.8.

     2.2.2 The books and records of the Administrative Agent and of each Lender shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain any such books and records or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to such Borrowers by such Lender in accordance with the terms of this Agreement.

     2.2.3 The Borrowers agree that, upon the request to the Administrative Agent by any Lender from time to time and the subsequent request to the Company by the Administrative Agent, the relevant Borrowers will execute and deliver to such Lender promissory notes evidencing the Revolving Credit Loans of any such requesting Revolving Credit Lender, substantially in the form of Exhibit H with appropriate insertions as to date, currency and principal amount (each, a “ Revolving Credit Note ”); provided , that the delivery of such Notes shall not be a condition precedent to the Effective Date or any Advance.

     2.3 Procedures for Borrowing . (a) Each Borrower may borrow under the U.S. Revolving Credit Commitments and the Company and each Foreign Subsidiary Borrower may borrow under the Euro Revolving Credit Commitments, in each case from time to time prior to the Facility Termination Date on any Business Day.

          (b) In the case of a borrowing under the U.S. Revolving Credit Commitments, the Company or other applicable Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m., Chicago time) (i) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date otherwise, specifying in each case (v) the applicable Borrower, (w) the amount to be borrowed, (x) the requested Borrowing Date, (y) whether the borrowing is to be of Eurodollar Loans, Floating Rate Loans or a combination thereof and (z) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the length of the initial Interest Periods therefor. Each borrowing under the U.S. Revolving Credit Commitments after the Effective Date shall be in an amount equal to (A) in the case of Floating Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate available U.S. Revolving Credit Commitments are less than $5,000,000, such lesser amount) and (B) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Company or other Borrower, as the case may be, the Administrative Agent shall promptly notify the U.S. Lenders thereof. Not later than noon, Chicago time on each requested Borrowing Date each U.S. Lender shall make an amount equal to its Pro Rata Share of the principal amount of the U.S. Revolving Credit Loans requested to be made on such Borrowing Date

available to the Administrative Agent at its Chicago office specified in Section 14.1 in U.S. Dollars and in immediately available funds. The Administrative Agent shall on such date credit the account of the relevant Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the U.S. Lenders and in like funds as received by the Administrative Agent.

          (c) In the case of a borrowing under the Euro Revolving Credit Commitments, the Company or a Foreign Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m., London time three Business Days prior to the requested Borrowing Date) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) the Available Foreign Currency thereof, (iv) the length of the initial Interest Period therefor and (v) the applicable Borrower. Each borrowing by the Company or a Foreign Subsidiary Borrower under Section 2.1.2 shall be in an Available Foreign Currency. Each such borrowing by the Company or any Foreign Subsidiary Borrower shall be in an amount equal to an amount in the relevant Available Foreign Currency which is 5,000,000 units or a whole multiple of 1,000,000 units in excess thereof or such other amounts as may be agreed upon between the applicable Borrower and the Administrative Agent. Upon receipt of any such notice from any such Borrower, the Administrative Agent shall promptly notify the Euro Lenders with respect to such Borrowing. Not later than 1:00 p.m., local time of the Administrative Agent’s funding office for such Borrower, on the requested Borrowing Date, each Euro Lender shall make an amount equal to its Pro Rata Share of the principal amount of such Euro Revolving Credit Loans requested to be made on such Borrowing Date available to the Administrative Agent at the Administrative Agent’s funding office for such Borrower specified by the Administrative Agent from time to time by notice to such Euro Lenders and in immediately available or other same day funds customarily used for settlement in the relevant Available Foreign Currency. The amounts made available by each Euro Lender will then be made available to the relevant Borrower at the funding office for such Borrower and in like funds as received by the Administrative Agent.

     2.4 Termination or Reduction/Increases of Revolving Credit Commitments . (a) The Company or any Foreign Subsidiary Borrower may permanently reduce the Euro Revolving Credit Commitments, in whole or in part, ratably among the Euro Lenders in integral multiples of € 5,000,000 and the Borrowers may permanently reduce the U.S. Revolving Credit Commitments, in whole or in part, ratably among the U.S. Lenders in integral multiples of $10,000,000, in each case upon at least three Business Days’ irrevocable written notice to the Administrative Agent, and which notice shall specify the amount of any such reduction, provided , however, that (i) the Aggregate Euro Revolving Credit Commitments may not be reduced below the Aggregate Euro Revolving Credit Outstandings of all Lenders and the Aggregate U.S. Revolving Credit Commitments may not be reduced below the Aggregate U.S. Revolving Credit Outstandings of all Lenders and (ii) a notice of termination of Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness, or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked (by notice to the Administrative Agent on or prior to the specified effective date if such date is not more than five Business Days after the date such notice is given) if such condition is not satisfied. In addition, all accrued facility fees shall be payable on the effective date of any termination of the Revolving Credit Commitments. Simultaneously with the closing of any Permitted Securitization Transaction facility, the Aggregate U.S. Revolving Credit Commitments shall be automatically reduced, ratably among the U.S. Revolving Credit Commitments, by the amount of any such Permitted Securitization Transaction facility which, when aggregated with all other then existing Permitted Securitization Transaction facilities, exceeds $200,000,000.

          (b) Subject to the conditions set forth below, the Company may, upon at least ten (10) days (or such other shorter period of time as may be agreed to between the Administrative Agent and

the Company) prior written notice to the Administrative Agent and the Lenders, increase the Aggregate Commitments (by increasing the Aggregate U.S. Revolving Credit Commitments, the Aggregate Euro Revolving Credit Commitments or a combination thereof) from time to time, either by designating one or more lender(s) not theretofore Lender(s) to become Lender(s) (such designation to be effective only with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Administrative Agent) and/or by agreeing with one or more existing Lender(s) that such Lender’s or Lenders’ U.S. Revolving Credit Commitment, Euro Revolving Credit Commitment or a combination thereof shall be increased (thus increasing the Aggregate Commitments); provided that:

     (i) no Default or Unmatured Default shall have occurred and be continuing hereunder as of the effective date of such increase;

     (ii) the representations and warranties contained in Article V are true and correct as on and as of the effective date with the same effect as if made on and as of such date except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date;

     (iii) the amount of each such increase in the Aggregate U.S. Revolving Credit Commitments shall not be less than $10,000,000, and the aggregate amount of all such increases in the Aggregate U.S. Revolving Credit Commitments shall not exceed $200,000,000 (determined as of the date each such increase is effective);

     (iv) the amount of each such increase in the Aggregate Euro Revolving Credit Commitments shall not be less than € 2,500,000, and the aggregate amount of all such increases in the Aggregate Euro Revolving Credit Commitments shall not exceed € 37,500,000 (determined as of the date each such increase is effective);

     (v) each such lender not theretofore a Lender becoming a Lender and each existing Lender that has agreed to increase its U.S. Revolving Credit Commitment, Euro Revolving Credit Commitment or a combination thereof shall execute and deliver to the Administrative Agent a Lender Addition and Acknowledgement Agreement acknowledged and agreed to by the Administrative Agent (such acknowledgement and agreement not to be unreasonably withheld or delayed) and each Borrower;

     (vi) no existing Lender shall be obligated in any way to increase any of its Commitments;

     (vii) the Administrative Agent shall consent (such consent not to be unreasonably withheld or delayed) to such increase; and

     (viii) the Company and the other Borrowers shall have complied with such other conditions in connection with such increase as may reasonably be required by the Administrative Agent, including without limitation delivering such resolutions, opinions and other documents reasonably required by the Administrative Agent.

Upon the execution and delivery of a Lender Addition and Acknowledgement Agreement, from and after the effective date specified in such Lender Addition and Acknowledgement Agreement, such existing Lender shall have Commitments as therein set forth or such other Lender shall become a Lender with Commitments as therein set forth and all the rights and obligations of a Lender with such Commitments hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any

Note or Notes, if requested, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.4(b) have been satisfied: (A) accept such Lender Addition and Acknowledgement Agreement; (B) record the information contained therein in its records; and (C) give prompt notice thereof to the Lenders and the Borrowers and deliver to the Lenders and the Borrowers a new Schedule 1.1(a) reflecting the new Commitments, whereupon such revised Schedule 1.1(a) shall replace the old Schedule 1.1(a) and become part of this Agreement. On the Business Day following any such increase of the Aggregate Commitments under this Section 2.4, all outstanding Floating Rate Advances shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’ respective revised Commitments and Pro Rata Shares, as applicable, and Fixed Rate Advances shall be so reallocated among the Lenders on the expiration of the applicable Interest Period in effect at the time of any such increase.

     2.5 Facility and Administrative Agent Fees . (a) The Company agrees to pay to the Administrative Agent for the account of each U.S. Lender a facility fee (payable in Dollars) at the rate per annum set forth in the Pricing Schedule on Exhibit A attached hereto, on the average daily amount of the U.S. Revolving Credit Commitment of such Lender, whether used or unused, from and including the Effective Date to but excluding the Facility Termination Date, and thereafter on the average daily amount of the U.S. Loans and Pro Rata Share of the U.S. Swing Loans and U.S. Facility Letters of Credit of such Lender, payable on each Payment Date hereafter and on the Facility Termination Date.

          (b) The Foreign Subsidiary Borrowers agree to pay to the Administrative Agent for the account of each Euro Lender a facility fee (payable in Euros) at the rate per annum set forth in the Pricing Schedule on Exhibit A attached hereto, on the average daily amount of the Euro Revolving Credit Commitment of such Lender, whether used or unused, from and including the Effective Date to but excluding the Facility Termination Date, and thereafter on the average daily amount of the Euro Loans and Pro Rata Share of the Euro Swing Loans and Euro Facility Letters of Credit of such Lender, payable on each Payment Date hereafter and on the Facility Termination Date.

          (c) The Company agrees to pay to the Administrative Agent for its own account such other fees as agreed to in writing between the Company and the Administrative Agent.

     2.6 Optional and Mandatory Principal Payments on All Loans .

     2.6.1 Each Borrower may at any time and from time to time prepay Floating Rate Loans, in whole or in part, without penalty or premium, upon at least one Business Day’s irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayment of Floating Rate Loans shall be in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof.

     2.6.2 Each Borrower may at any time and from time to time prepay, without premium or penalty (but together with payment of any amount payable pursuant to Section 3.4), its Eurodollar Loans and its Multicurrency Loans in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Partial payments of Eurodollar Loans shall be in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount in the relevant Available Foreign Currency of 5,000,000 units or any integral multiple of 1,000,000 units in excess thereof, or such lesser principal amount as may equal the outstanding Multicurrency Loans or such lesser amount as may be agreed to by the Administrative Agent.

     2.6.3 (i) If the Aggregate Euro Revolving Credit Outstandings exceed the Aggregate Euro Revolving Credit Commitments at any time the applicable Borrowers shall promptly prepay their respective Aggregate Euro Revolving Credit Outstandings or cash collateralize Euro Facility Letters of Credit in the amount of such excess and (ii) if the Aggregate U.S. Revolving Credit Outstandings exceed the Aggregate U.S. Revolving Credit Commitments at any time the applicable Borrowers shall promptly prepay the Aggregate U.S. Revolving Credit Outstandings or cash collateralize U.S. Facility Letters of Credit in the amount of such excess.

     2.6.4 Each prepayment pursuant to this Section 2.6 and each conversion (other than a conversion of a Floating Rate Loan to a Fixed Rate Loan) pursuant to Section 2.7 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment.

     2.6.5 Prepayments pursuant to this Section 2.6 shall be applied as follows: (a) in the case of prepayments of U.S. Loans, first to prepay Floating Rate Loans and second to prepay Eurodollar Loans then outstanding in such order as the Company or such Borrower may direct and (b) in the case of prepayments of Multicurrency Loans, to prepay Multicurrency Loans made to such Borrower in such order as the Company or such Borrower may direct, provided that all prepayments on any Loans to a Borrower shall be applied pro rata to the Loans owing by such Borrower.

     2.6.6 All amounts prepaid may be reborrowed and successively repaid and reborrowed, subject to the other terms and conditions in this Agreement.

     2.7. Conversion and Continuation of Outstanding Advances .

     2.7.1 Advances . Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless the Company shall have given the Administrative Agent a Conversion/Continuation Notice requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms hereof, any Borrower may elect from time to time to convert all or any part of an Advance of any Type into any other Type or Types of Advance (subject to, in the case of conversion of any Eurodollar Advance other than on the last day of the Interest Period applicable thereto, payment of any amounts payable under Section 3.4 in connection therewith). The Company shall give the Administrative Agent irrevocable notice (a “ Conversion/Continuation Notice ”) of each conversion of an Advance or continuation of a Eurodollar Advance not later than 11:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Floating Rate Advance, or three Business Days, in the case of a conversion into or continuation of a Eurodollar Advance, prior to the date of the requested conversion or continuation, specifying:

     (a) the requested date, which shall be a Business Day, of such conversion or continuation,

     (b) the aggregate amount and Type of the Advance which is to be converted or continued, and

     (c) the amounts and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a Eurodollar Advance, the duration of the Interest Period applicable thereto.

     2.7.2 Multicurrency Advances . Any Multicurrency Advances may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving the Administrative Agent irrevocable notice not later than 11:00 a.m. (London time) at least three Business Days prior to the date of the requested continuation, specifying the duration of the Interest Period applicable thereto, provided , that if the relevant Borrower shall fail to give such notice, such Multicurrency Advance shall be automatically continued for an Interest Period of one month.

     2.8 Interest Rates, Interest Payment Dates; Interest and Fee Basis . (a) Each Floating Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Loan is made or is converted from a Fixed Rate Loan into a Floating Rate Loan pursuant to Section 2.7 to but excluding the date it becomes due or is converted into a Fixed Rate Loan pursuant to Section 2.7 hereof, at a rate per annum equal to the Floating Rate for such day. Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such Interest Period. Each Multicurrency Loan (other than a Swing Loan) shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the applicable Eurocurrency Rate determined for such Interest Period or at such other interest rate as agreed to by the applicable Borrower and all Euro Lenders with a Commitment to such Borrower.

     (b) Interest accrued on each Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the Effective Date and at maturity. Interest accrued on each Fixed Rate Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Fixed Rate Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Fixed Rate Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period.

     (c) Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 1:00 p.m. (local time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, except as otherwise provided in the definition of Interest Period, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

     (d) All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period such interest or fee is payable over a year comprised of 360 days or, in the case of Floating Rate Loans based on the Prime Rate, 365/366 days, unless the Administrative Agent reasonably determines that it is market practice to calculate such interest or fees on Multicurrency Advances on a different basis.

     (e) Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Fixed Rate Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such Fixed Rate Advance.

     2.9 Rates Applicable After Default . Notwithstanding anything to the contrary contained in this Agreement, during the continuance of a Default the Required Lenders may, at their option, by notice to the Borrowers (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued (after the expiration of the then current Interest Period) as a Fixed Rate Advance, provided that, notwithstanding the foregoing, any

outstanding Multicurrency Advance may be continued for an Interest Period not to exceed one month after such notice to the Borrowers by the Required Lenders. Upon and during the continuance of any Default under Section 7.2, the Required Lenders may, at their option, by notice to the Company (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders as to changes and interest rates) declare that (i) each Fixed Rate Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum, and (ii) each Floating Rate Advance and any other amount due under this Agreement shall bear interest at a rate per annum equal to the Floating Rate otherwise applicable to Floating Rate Loans plus 2% per annum, provided that, upon and during the continuance of any acceleration for any reason of any of the Obligations, the interest rate set forth in clauses (i) and (ii) shall be applicable to all Advances without any election or action on the part of the Administrative Agent or any Lender.

     2.10 Pro Rata Payment, Method of Payment .

     2.10.1 Each borrowing of Loans from the U.S. Lenders shall be made pro rata according to the Pro Rata Shares of such Lenders in effect on the date of such borrowing. Each payment on account of any facility fee under Section 2.5(a) shall be allocated by the Administrative Agent among the U.S. Lenders in accordance with their respective Pro Rata Shares. Any reduction of the U.S. Commitments of the U.S. Lenders shall be allocated by the Administrative Agent among the U.S. Lenders pro rata according to the Pro Rata Shares of the U.S. Lenders with respect thereto. Except as otherwise provided in this Agreement, each payment (including each prepayment) by a Borrower on account of principal or interest on its U.S. Loans shall be allocated by the Administrative Agent pro rata to the U.S. Lenders according to the respective outstanding principal amounts thereof. All payments (including prepayments) to be made by a Borrower hereunder in respect of amounts denominated in Dollars, whether on account of principal, interest, fees or otherwise, shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent for the account of the U.S. Lenders at the Administrative Agent’s address specified pursuant to Article XIV, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrowers by 1:00 P.M. (Chicago time) on the date when due. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender.

     2.10.2 Each borrowing of Euro Loans in any Available Foreign Currency from the Euro Lenders shall be made pro rata according to the Pro Rata Shares of the Euro Lenders in effect on the date of such Loan. Each payment on account of any facility fee under Section 2.5(b) shall be allocated by the Administrative Agent among the Euro Lenders in accordance with their respective Pro Rata Shares. Any reduction of the Euro Commitments shall be allocated by the Administrative Agent among the Euro Lenders pro rata according to the Pro Rata Shares of the Euro Lenders with respect thereto. Except as otherwise provided in this Agreement, each payment (including each prepayment) by a Borrower on account of principal of and interest on Euro Loans shall be allocated by the Administrative Agent pro rata to the Euro Lenders. All payments (including prepayments) to be made by a Borrower on account of Euro Loans, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction, or counterclaim in the currency of such Euro Loans (in same day or other funds customarily used in the settlement of obligations in such currency) to the Administrative Agent for the account of the Euro Lenders at the payment office for such Euro Loans specified from time to time by the Administrative Agent by notice to the Borrowers prior to 1:00 p.m. local time at such payment office on the due date thereof. The Administrative Agent shall distribute such payment to the Euro Lenders entitled

to receive the same promptly upon receipt in like funds as received. In the case of any payment of facility fees by Foreign Subsidiary Borrowers under Section 2.5(b) and any prepayments required of Foreign Subsidiary Borrowers under Section 2.6.3, the Company shall designate which Foreign Subsidiary Borrowers shall pay such amounts and, absent such determination or if any Default has occurred and is continuing, the Administrative Agent shall determine which Foreign Subsidiary Borrower or Foreign Subsidiary Borrowers shall make such payments, provided that it is acknowledged that each Foreign Subsidiary Borrower is liable, without duplication, for the full amount of facility fees payable under Section 2.5(b) and is obligated to make any required prepayments under Section 2.6.3 only to the extent such Foreign Subsidiary Borrower has any Aggregate Euro Revolving Credit Outstandings.

     2.11 Telephonic Notices . Each Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any Person or Persons the Administrative Agent or any Lender reasonably and in good faith believes to be an Authorized Officer, provided that the Borrowers shall be required to make all requests for Eurocurrency Loans in writing. Each Borrower agrees to deliver promptly to the Administrative Agent a written confirmation, if such confirmation is requested by the Administrative Agent or any Lender, of each telephonic notice signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

     2.12 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions . Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of each Revolving Credit Commitment reduction notice, Borrowing notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Administrative Agent will notify each Lender of the interest rate applicable to each Fixed Rate Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.

     2.13 Lending Installations . Each Lender may, subject to Sections 3.5 and 3.6, make and book its Loans at any Lending Installation(s) selected by such Lender and may change its Lending Installation(s) from time to time. All terms of this Agreement shall apply to any such Lending Installation(s) and the Notes, if any, shall be deemed held by each Lender for the benefit of such Lending Installation(s). Each Lender may, by written or telex notice to the Administrative Agent and the applicable Borrower, designate one or more Lending Installations which are to make and book Loans and for whose account Loan payments are to be made.

     2.14 Non-Receipt of Funds by the Administrative Agent . Unless a Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (a) in the case of a Lender, the proceeds of a Loan or (b) in the case of a Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate for the first five days and the interest rate

applicable to the relevant Loan for each day thereafter or (ii) in the case of payment by a Borrower, the interest rate applicable to the relevant Loan.

     2.15 Facility Letters of Credit .

     2.15.1 Obligation to Issue . Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrowers herein set forth, the Issuers hereby agree to issue for the account of a Borrower through such of the Issuer’s Lending Installations or Affiliates as the Issuer may determine, one or more Facility Letters of Credit in accordance with this Section 2.15, from time to time during the period, commencing on the Effective Date and ending five Business Days prior to the Facility Termination Date.

     2.15.2 Conditions for Issuance . In addition to being subject to the satisfaction of the conditions contained in Sections 4.1 and 4.2, the obligation of an Issuer to issue any Facility Letter of Credit is subject to the satisfaction in full of the following conditions:

     (a) the aggregate maximum amount then available for drawing under Facility Letters of Credit issued by the Issuers, after giving effect to the Facility Letter of Credit requested hereunder, shall not exceed any limit imposed by law or regulation upon the Issuer;

     (b) the requested Facility Letter of Credit shall not have an expiration date later than the earlier of (i) one year after the date of issuance of such Facility Letter of Credit and (ii) five Business Days prior to the Facility Termination Date, provided that any Facility Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above);

     (c) immediately after giving effect to the Facility Letter of Credit requested hereunder, the aggregate maximum amount then available for drawing under Facility Letters of Credit issued by the Issuers shall not exceed (i) $50,000,000 in the aggregate in the case of Facility Letters of Credit denominated in Dollars and (ii) € 30,000,000 in the aggregate in the case of Facility Letters of Credit denominated in an Agreed Currency other than Dollars, and no prepayment would as a result of such issuance then be required under this Agreement;

     (d) the applicable Borrower shall have delivered to the applicable Issuer at such times and in such manner as such Issuer may reasonably prescribe such documents and materials as may be required pursuant to the terms of the proposed Letter of Credit and the proposed Letter of Credit shall be reasonably satisfactory to such Issuer as to form and content; and

     (e) as of the date of issuance, no order, judgment or decree of any Court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to such Issuer and no request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuer shall prohibit or request that such Issuer refrain from the issuance of Letters of Credit generally or the issuance of that Facility Letter of Credit.

     2.15.3 Procedure for Issuance of Facility Letters of Credit . (a) The applicable Borrower shall give one of the Issuers and the Administrative Agent three Business Days’ prior written notice of any requested issuance of a Facility Letter of Credit under this Agreement (except that, in lieu of such written notice, a Borrower may give an Issuer (i) notice of such request by tested telex or other tested arrangement satisfactory to such Issuer or (ii) telephonic notice of such request if confirmed in writing by

delivery to such Issuer (A) immediately (x) of a telecopy of the written notice required hereunder which has been signed by an Authorized Officer of such Borrower or (y) of a telex containing all information required to be contained in such written notice and (B) promptly (but in no event later than the requested time of issuance) of a copy of the written notice required hereunder containing the original signature of an Authorized Officer of such Borrower); such notice shall be irrevocable and shall specify whether the Facility Letter of Credit is a Euro Facility Letter of Credit (which, if denominated in any currency other than U.S. Dollars, it must be) or a U.S. Facility Letter of Credit, the stated amount and Agreed Currency of the Facility Letter of Credit requested (which requested currency shall be limited to an Agreed Currency in which such Borrower may obtain Loans under this Agreement), the effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit, the date on which such requested Facility Letter of Credit is to expire (which date shall be a Business Day and shall in no event be later than the fifth day prior to the Facility Termination Date), the Person for whose benefit the requested Facility Letter of Credit is to be issued and such other information as may be reasonably requested by the Issuer. The Administrative Agent shall give notice to each applicable Revolving Credit Lender of the issuance of each Facility Letter of Credit reasonably promptly after such Facility Letter of Credit is issued. At the time such request is made, the requesting Borrower shall also provide the applicable Issuer with all information necessary for the issuance of the Facility Letter of Credit it is requesting. Such notice, to be effective, must be received by such Issuer not later than 2:00 p.m. (local time) or the time otherwise agreed upon by such Issuer and such Borrower on the last Business Day on which notice can be given under this Section 2.15.3.

     (b) Subject to the terms and conditions of this Section 2.15.3 and provided that the applicable conditions set forth in Sections 4.1 and 4.2 hereof have been satisfied, the Issuer shall, on the requested date, issue a Facility Letter of Credit on behalf of the applicable Borrower in accordance with such Issuer’s usual and customary business practices.

     (c) The Issuers shall not extend or amend any Facility Letter of Credit unless the requirements of this Section 2.15 are met as though a new Facility Letter of Credit was being requested and issued.

     2.15.4 Reimbursement Obligations . (a) Each Borrower agrees to pay to the Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any claim, set-off, defense or other right that the Borrower, the Company or any Subsidiary may have at any time against the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances:

     (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

     (ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit);

     (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

     (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or

     (v) the occurrence of any Default or Unmatured Default.

     (b) The Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit. Such Borrower shall reimburse the applicable Issuer for drawings under a Facility Letter of Credit issued by it on behalf of such Borrower promptly after the payment by the Issuer. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender is entitled under this Agreement.

     2.15.5 Participation . (a) Immediately upon issuance by an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 2.15.3, (i) with respect to each U.S. Facility Letter of Credit, each U.S. Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation equal to its Pro Rata Share of such U.S. Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and any security therefor or guaranty pertaining thereto and (ii) with respect to each Euro Facility Letter of Credit, each Euro Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation equal to its Pro Rata Share in such Euro Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and any security therefor or guaranty pertaining thereto; provided , that a Letter of Credit issued by an Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 2.15.5 if such Issuer shall have received written notice from any Revolving Credit Lender on or before one Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Sections 4.1 or 4.2 are not then satisfied, and, in the event an Issuer receives such a notice, it shall have no further obligation to issue any Letter of Credit until such notice is withdrawn by that Revolving Credit Lender or such condition has been effectively waived in accordance with the provisions of this Agreement.

     (b) In the event that an Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower shall not have repaid such amount to the Issuer pursuant to Section 2.15.4, the Issuer shall promptly notify the Administrative Agent and each Revolving Credit Lender participating in such Letter of Credit of such failure, and each Revolving Credit Lender participating in such Letter of Credit shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Lender’s Pro Rata Share of the unreimbursed amount of any such payment in such currency. If any Revolving Credit Lender participating in such Facility Letter of Credit fails to make available to such Issuer any amounts due to such Issuer pursuant to this Section 2.15.5(b), such Issuer shall be entitled to recover such amount, together with interest thereon (i) in the case of amounts denominated in U.S. Dollars, at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, or (ii) in the case of amounts

denominated in an Available Foreign Currency, at a local cost of funds rate for obligations in such currency as determined by the Administrative Agent for the first three Business Days after such Lender receives such notice, and thereafter at the floating rate of interest correlative to the Floating Rate customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as determined by the Administrative Agent, in either case payable (i) on demand, (ii) by setoff against any payments made to such Issuer for the account of such Lender or (iii) by payment to such Issuer by the Administrative Agent of amounts otherwise payable to such Lender under this Agreement. The failure of any Revolving Credit Lender to make available to the Administrative Agent its Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent its Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Administrative Agent its Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made.

     (c) Whenever the Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, it shall promptly pay to each Revolving Credit Lender that has funded its participating interest therein, in like funds as received an amount equal to such Lender’s Pro Rata Share thereof.

     (d) The obligations of a Revolving Credit Lender to make payments to the Administrative Agent with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

     (e) In the event any payment by a Borrower received by the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Revolving Credit Lender that received such distribution shall, upon demand by the Administrative Agent, contribute such Lender’s Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Administrative Agent upon the amount required to be repaid by it.

     2.15.6 Compensation for Facility Letters of Credit . The Issuer of a Facility Letter of Credit shall have the right to receive from the Borrower that requested issuance of such Facility Letter of Credit, solely for the account of such Issuer, a fronting fee in an amount equal to 0.10% per annum as well as the Issuer’s reasonable and customary costs of issuing and servicing the Facility Letters of Credit. In addition, such Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender participating in such Facility Letter of Credit a non-refundable fee at a per annum rate in the amount shown on the Pricing Schedule on Exhibit A applied to the face amount of the Facility Letter of Credit, payable quarterly in arrears for the account of all Revolving Credit Lenders participating in such Facility Letter of Credit ratably from the date such Facility Letter of Credit is issued until its stated expiry date or, if earlier, the date of its termination or drawdown (provided that if such drawdown is a partial drawdown, such fee shall continue to accrue with respect to the face amount of such Facility Letter of Credit remaining available to be drawn).

     2.15.7 Letter of Credit Collateral Account . Each Borrower hereby agrees that it will, until the final expiry of any Facility Letter of Credit issued on its account and thereafter as long as any amount is payable to the Lenders in respect of any such Facility Letter of Credit, upon the request of the

Administrative Agent, maintain a special collateral account (the “ Letter of Credit Collateral Account ”) at the Administrative Agent’s office at the address specified pursuant to Article XIV, in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders and in which such Borrower shall have no interest other than as set forth in Section 8.1. The Administrative Agent will invest any funds on deposit from time to time in the Letter of Credit Collateral Account in certificates of deposit of the Administrative Agent having a maturity not exceeding 30 days. Nothing in this Section 2.15.7 shall either obligate the Administrative Agent to require any Borrower to deposit any funds in the Letter of Credit Collateral Account or limit the right of the Administrative Agent to release any funds held in the Letter of Credit Collateral Account other than as required by Section 8.1, and the Borrowers’ obligations to deposit funds in the Letter of Credit Collateral Account are limited to the circumstances required by Section 8.1.

     2.15.8 Nature of Obligations . (a) As among the Borrowers, the Issuers and the Revolving Credit Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Facility Letters of Credit by, the respective beneficiaries of the Facility Letters of Credit requested by it. In furtherance and not in limitation of the foregoing, the Issuers and the Revolving Credit Lenders shall not be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Facility Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Facility Letter of Credit to comply fully with conditions required in order to draw upon such Facility Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; (v) errors in interpretation of technical terms; (vi) misapplication by the beneficiary of a Facility Letter of Credit of the proceeds of any drawing under such Facility Letter of Credit; or (vii) any consequences arising from causes beyond the control of the Issuers or the Revolving Credit Lenders. In addition to amounts payable as elsewhere provided in this Section 2.15, such Borrower hereby agrees to protect, indemnify, pay and save the Administrative Agent, each Issuer and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) arising from the claims of third parties against the Administrative Agent or such Issuer in respect of any Facility Letter of Credit requested by such Borrower.

     (b) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuers or any Revolving Credit Lender under or in connection with the Facility Letters of Credit or any related certificates, if taken or omitted in good faith, shall not put such Issuer or such Lender under any resulting liability to any Borrower or relieve any Borrower of any of its obligations hereunder to the Issuers, the Administrative Agent or any Revolving Credit Lender.

     (c) Notwithstanding anything to the contrary contained in this Section 2.15.8, a Borrower shall not have any obligation to indemnify the Administrative Agent, any Issuer or any Lender under this Section 2.15 in respect of any liability incurred by each arising primarily out of the gross negligence or wilful misconduct of such Administrative Agent, Issuer or Lender, as determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuer of a proper demand for payment made under the Facility Letters of Credit issued by such Issuer as determined by a court of competent jurisdiction, unless such dishonor was made at the request of such Borrower in writing, or out of the wrongful honor by such Issuer of a demand for payment made under the Facility Letters of Credit issued by such Issuer which demand for payment does not comply with the conditions required in order to draw upon such

Facility Letter of Credit as determined by a court of competent jurisdiction, unless such dishonor was made at the request of such Borrower in writing.

     Section 2.16. Swing Loans.

     (a)  Making of Swing Loans . The Swing Lender may elect in its sole discretion to make Swing Loans to any Borrower solely for the Swing Lender’s own account, from time to time prior to the Facility Termination Date up to an aggregate principal amount at any one time outstanding not to exceed (i) in the case of Swing Loans to any Borrower under the U.S. Revolving Credit Commitment, the lesser of (A) $30,000,000 and (B) the unused amount of the Aggregate U.S. Revolving Credit Commitments (“ U.S. Swing Loans ”), and (ii) in the case of Swing Loans to any Borrower under the Euro Revolving Credit Commitment, the lesser of (A) € 15,000,000 or the Euro Equivalent Amount thereof and (B) the unused amount of the Aggregate Euro Revolving Credit Commitments (“ Euro Swing Loans ”). The Swing Lender may make Swing Loans (subject to the conditions precedent set forth in Article IV), provided that the Swing Lender has received a request in writing or, in the case of U.S. Swing Loans only, via telephone from an Authorized Officer of such Borrower for funding of a Swing Loan no later than such time required by the Swing Lender, on the Business Day on which such Swing Loan is requested to be made. The Swing Lender shall not make any Swing Loan in the period commencing one Business Day after the Swing Lender receives written notice from the Company or a Lender that one or more of the conditions precedent contained in Section 4.2 are not satisfied and ending upon the satisfaction or waiver of such condition(s). Swing Loans may be made by the Swing Lender in any freely traded currency requested by such Borrower and agreed to by the Swing Lender. The Swing Lender agrees with the Borrowers that all Swing Loans denominated in Australian Dollars will be funded out of the Swing Lender’s Lending Installation in Australia unless the Swing Lender provides prior notice to the Borrowers, in which case the Borrower requesting such Loan may withdraw its request for such Swing Loan. Each outstanding Swing Loan shall be payable on the Business Day following demand therefor, with interest at such rate to which the Swing Lender and such Borrower shall agree from time to time, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to the Swing Lender solely for its own account. Notwithstanding provisions to the contrary in this Agreement, each Lender acknowledges and agrees that U.S. Swing Loans may be made under the U.S. Revolving Credit Commitment, and Euro Swing Loans may be made under the Euro Revolving Credit Commitment, to any Borrower and each Borrower acknowledges and agrees that the availability under Section 2.1.1 and 2.1.2 may also be blocked by the Administrative Agent in an amount equal to the approximate anticipated Swing Loan usage reasonably determined by the Administrative Agent with the consent of the Company.

     (b)  Swing Loan Borrowing Requests . Each Borrower of a U.S. Swing Loan made pursuant to telephonic notice agrees to deliver promptly to the Swing Lender a written confirmation thereof signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Swing Lender, the records of the Swing Lender shall govern, absent manifest error.

     (c)  Repayment of Swing Loans . At any time after making a Swing Loan, the Swing Lender may request the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all U.S. Lenders, with respect to any U.S. Swing Loan, and all Euro Lenders, with respect to any Euro Swing Loan, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Facility Termination Date, the Borrower agrees that each U.S. Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such U.S. Swing Loan determined as of the date of such conversion and each Euro Swing Loan outstanding in any currency other than Euros shall be

immediately and automatically converted to and redenominated in Euros equal to the Euro Equivalent Amount of each such Euro Swing Loan determined as of the date of such conversion, and each U.S. Lender, in the case of any U.S. Swing Loan, and each Euro Lender, in the case of any Euro Swing Loan (other than, in each case, the Swing Lender), shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Lender’s Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Lender pursuant to this Section, the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any Available Foreign Currency for the first three Business Days after such Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Lender under this Agreement. The failure of any Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.

     2.17 Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

     (a) fees shall cease to accrue pursuant to Section 2.5 on the Commitment of such Defaulting Lender solely in respect of its unused Commitments;

     (b) the Commitments and Aggregate Revolving Credit Outstandings of such Defaulting Lender shall not be included in determining whether all Lenders, Required Euro Lenders, Required U.S. Lenders or Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.2), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders (other than as a result of such Defaulting Lender having a greater or lesser Aggregate Revolving Credit Outstandings or Commitment) or which increases the amount of any Commitment of such Defaulting Lender, forgives any principal amount of any Loans owing to such Defaulting Lender or any interest or fees owing to such Defaulting Lender previously accrued at the time of such forgiveness or extends the Facility Termination Date or extends the final maturity beyond the Facility Termination Date of any Loan, Note or Reimbursement Obligation with respect to such Defaulting Lender shall require the consent of such Defaulting Lender;

     (c) if any Swing Loans or Facility Letter of Credit Obligations exist at the time a Lender becomes a Defaulting Lender then:

(i) all or any part of such Defaulting Lender’s Pro Rata Share of such Swing Loans and Facility Letter of Credit Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent the sum of all non-Defaulting Lenders’ Aggregate Revolving Credit Outstandings plus such Defaulting Lender’s Pro

Rata Share of Swing Loans and Facility Letter of Credit Obligations does not exceed the total of all non-Defaulting Lenders’ Commitments; and

(ii) to the extent, if any, the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within three Business Days following notice by the Administrative Agent (x) first, prepay such Swing Loans and (y) second, cash collateralize such Defaulting Lender’s Pro Rata Share of such Facility Letter of Credit Obligations (in each case after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 8.1 for so long as such Facility Letter of Credit Obligations are outstanding and such Defaulting Lender remains a Defaulting Lender, provided that no Foreign Subsidiary Borrower shall be obligated to make any such payment in excess of, respectively, the principal amount of any outstanding Swing Loans made to it or the amount of any Facility Letter of Credit Obligations in respect of Facility Letters of Credit issued for its account;

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s Pro Rata Share of Facility Letter of Credit Obligations pursuant to Section 8.1, no Borrower shall be required to pay any fees to such Defaulting Lender (or to the Administrative Agent or Issuer for the benefit thereof) pursuant to Section 2.15.6 with respect to such Defaulting Lender’s Pro Rata Share of Facility Letter of Credit Obligations during the period such Defaulting Lender’s Pro Rata Share of Facility Letter of Credit Obligations is cash collateralized;

(iv) if the Pro Rata Share of Facility Letter of Credit Obligations of the non-Defaulting Lenders is reallocated pursuant to this Section 2.17(c), then the fees payable to the Lenders pursuant to Section 2.5 and Section 2.15.6 shall be adjusted in accordance with such non-Defaulting Lenders’ Pro Rata Shares; or

(v) if any Defaulting Lender’s Pro Rata Share of Facility Letter of Credit Obligations is neither cash collateralized nor reallocated pursuant to this Section 2.17(c), then, without prejudice to any rights or remedies of the Issuer or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such Pro Rata Share of Facility Letter of Credit Obligations) and letter of credit fees payable under Section 2.15.6 with respect to such Defaulting Lender’s Pro Rata Share of Facility Letter of Credit Obligations shall be payable to the Issuer until such Pro Rata Share of Facility Letter of Credit Obligations is cash collateralized and/or reallocated;

     (d) so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to fund any Swing Loan and the Issuer shall not be required to issue, amend or increase any Facility Letter of Credit, unless it is reasonably satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with this Section 2.17 and Section 8.1, and participating interests in any such newly issued or increased Facility Letter of Credit or newly made Swing Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and Defaulting Lenders shall not participate therein); and

     (e) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.17 but excluding Section 3.7) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the

Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Issuer or Swing Lender hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization of any participating interest in any Swing Loan or Facility Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the Borrowers, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of Reimbursement Obligations for which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.2 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.

     In the event that the Administrative Agent, the Borrowers, the Issuer and the Swing Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Pro Rata Shares of Swing Loans and Facility Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share.

     2.18 Guaranties . The Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent from time to time Guaranties of certain present and future Domestic Subsidiaries such that, at all times, all Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary. For purposes of making the determination required under the preceding sentence, it is acknowledged that, as provided in Rule 1-02 of Regulation S-X as currently in effect promulgated by the SEC, the investment in and advances to, and share of total assets and income of, any Domestic Subsidiary shall be determined based on the investment in and advances to, and share of total assets and income of, such Domestic Subsidiary and its Subsidiaries on a consolidated basis. In connection with the delivery of any such Guaranties, Company shall provide such other documentation to the Administrative Agent, including, without limitation, one or more opinions of counsel reasonably satisfactory to the Administrative Agent, corporate documents and resolutions, which in the reasonable opinion of the Administrative Agent is necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, Securitization Entities shall not be required to be Guarantors.

ARTICLE III

CHANGE IN CIRCUMSTANCES, TAXES

     3.1 Yield Protection . If after the date hereof any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change or modification thereof, or any interpretation thereof, or the compliance of any Lender therewith,