FIVE-YEAR CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

U.S. $2,000,000,000

FIVE-YEAR CREDIT AGREEMENT

Dated as of February 28, 2007

Among

MONSANTO COMPANY

and

THE FOREIGN SUBSIDIARY BORROWERS

FROM TIME TO TIME PARTIES HERETO

as Borrowers ,

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders ,

JPMORGAN CHASE BANK, N.A.

and

CITIBANK, N.A.

as Co-Administrative Agents ,

JPMORGAN CHASE BANK, N.A.

as Paying Agent ,

ABN AMRO BANK N.V.,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC

and

THE ROYAL BANK OF SCOTLAND PLC

as Co-Documentation Agents

and

J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC.

as Co-Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

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FIVE-YEAR CREDIT AGREEMENT

Dated as of February 28, 2007

MONSANTO COMPANY, a Delaware corporation (the “ Parent Borrower ”), the Foreign Subsidiary Borrowers (as hereinafter defined) from time to time party hereto, the banks, financial institutions and other institutional lenders (the “ Initial Lenders ”) listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A. (“ JPMorgan ”) and CITIBANK, N.A. (“ Citibank ”), as co-administrative agents (collectively, in such capacity, the “ Co-Administrative Agents ”), JPMorgan, as paying agent (in such capacity, the “ Agent ”) for the Lenders (as hereinafter defined), J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as co-lead arrangers and joint bookrunners (collectively, in such capacity, the “ Lead Arrangers ”), and ABN AMRO BANK N.V., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH, BANK OF AMERICA, N.A., BARCLAYS BANK PLC and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents, agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.   Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ Advance ” means a Revolving Credit Advance, a Competitive Bid Advance or a Swing Line Advance.

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

“ Agent ” means JPMorgan, together with its affiliates, as the paying agent for the Lenders under this Agreement and the Notes, together with any of its successors; it being understood that matters concerning Euro Advances will be administered by J.P. Morgan Europe Limited and therefore all notices concerning such Advances will be required to be given at the office of J.P. Morgan Europe Limited specified in Section 9.02.

“ Agents ” means the Co-Administrative Agents and the Agent.

“ Agent’s Office ” means the office of the Agent specified in Section 9.02 or such other office as may be specified from time to time by the Agent as its funding and payment office by written notice to the Parent Borrower and the Lenders; provided that, with respect to Euro Advances, “Agent’s Office” shall mean the office of the Agent at J.P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, United Kingdom, Attention: Ching Loh.

“ Aggregate Amount of Financing Outstanding ” at any time means the aggregate amount of proceeds received in connection with a Permitted Receivables Financing, less (a) any amounts

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collected in connection with the accounts receivable sold, conveyed or otherwise transferred pursuant to such financing and (b) the amount of any defaulted accounts receivable the uncollectibility of which is a risk assumed by the transferee of such accounts receivable.

“ Anniversary Date ” has the meaning specified in Section 2.21(a).

“ Applicable Lending Office ” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance and, in the case of a Competitive Bid Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such Competitive Bid Advance.

“ Applicable Margin ” means, for Base Rate Advances, 0.0% per annum and, for Eurocurrency Rate Advances as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

“ Applicable Percentage ” means, for each date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

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“ Applicable Utilization Fee ” means, for each date that the aggregate amount of outstanding Extensions of Credit exceeds 50% of the aggregate Commitments, 0.050% per annum.

“ Application ” means an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

“ Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.

“ Assuming Extending Lender ” has the meaning specified in Section 2.21(c).

“ Assuming Increasing Lender ” has the meaning specified in Section 2.20(b).

“ Assumption Agreement ” has the meaning specified in Section 2.20(c).

“ Available Commitment ” means, as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Commitment then in effect (computed after giving effect to any Competitive Bid Reduction) over (b) such Lender’s Extensions of Credit (other than Competitive Bid Advances) then outstanding.

“ Base Rate ” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a)     the rate of interest announced publicly by JPMorgan in New York, New York, from time to time, as JPMorgan’s base rate; and

(b)     ½ of one percent per annum above the Federal Funds Rate.

“ Base Rate Advance ” means an Advance that bears interest as provided in Section 2.10(a)(i).

“ Borrowers ” means the Parent Borrower and the Foreign Subsidiary Borrowers.

“ Borrowing ” means a Revolving Credit Borrowing, a Competitive Bid Borrowing or a Swing Line Borrowing.

“ Borrowing Subsidiary Agreement ” means a Borrowing Subsidiary Agreement, substantially in the form of Exhibit F-1.

“ Borrowing Subsidiary Termination ” means a Borrowing Subsidiary Termination, substantially in the form of Exhibit F-2.

“ Business Day ” means a day (a) that is not a Saturday or a Sunday and (b) (i) when used in connection with a Euro Advance, is a TARGET Settlement Day, (ii) when used in connection with an Advance denominated in Dollars is a New York Business Day and (iii) when used in connection with matters not relating to Advances, is a New York Business Day, provided that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurocurrency Rate Advances, such day is also a day for trading by and between banks in deposits in Dollars and Euros in the London Interbank Eurocurrency market.

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“ Calculation Date ” means the last Business Day of each calendar month (or any other day selected by the Agent when an Event of Default has occurred and is continuing (each, an “ Optional Calculation Date ”)); provided that (a) the second Business Day preceding each Borrowing date with respect to any Eurocurrency Rate Advance shall also be a “Calculation Date”, (b) the second Business Day preceding each date on which any Eurocurrency Rate Advance is extended or rolled-over shall also be a “Calculation Date”, (c) each Borrowing date with respect to any other Advance made hereunder shall also be a “Calculation Date” and (d) the date of issuance, amendment, renewal or extension of a Letter of Credit shall also be a Calculation Date.

“ Citibank ” has the meaning specified in the preamble hereto.

“ Co-Administrative Agents ” has the meaning specified in the preamble hereto.

“ Commitment ” means as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Advances and participate in Swing Line Advances and Letters of Credit in an aggregate principal and/or face amount not to exceed (a) the amount set forth opposite such Lender’s name on the signature pages hereof, (b) if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the amount set forth in such Assumption Agreement or (c) if such Lender has entered into any Assignment and Acceptance, the amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 9.07(c), as such amount may be reduced pursuant to Section 2.08, increased pursuant to Section 2.20 or extended pursuant to Section 2.21. The original aggregate amount of the Commitments is $2,000,000,000.

“ Commitment Date ” has the meaning specified in Section 2.20(b).

“ Commitment Increase ” has the meaning specified in Section 2.20(a).

“ Commitment Period ” means the period commencing on the Effective Date and ending on the Termination Date.

“ Competitive Bid Advance ” means an advance by a Lender to the Parent Borrower as part of a Competitive Bid Borrowing resulting from the competitive bidding procedure described in Section 2.03 and refers to a Fixed Rate Advance or a LIBO Rate Advance.

“ Competitive Bid Borrowing ” means a borrowing consisting of simultaneous Competitive Bid Advances from each of the Lenders whose offer to make one or more Competitive Bid Advances as part of such borrowing has been accepted by the Parent Borrower under the competitive bidding procedure described in Section 2.03.

“ Competitive Bid Note ” means a promissory note of the Parent Borrower of a Competitive Bid Advance payable to the order of any Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of the Parent Borrower to such Lender resulting from such Competitive Bid Advance made by such Lender.

“ Competitive Bid Reduction ” has the meaning specified in Section 2.01.

“ Confidential Information ” means information that any Borrower furnishes to any Agent or any Lender which information is non-public, confidential or proprietary in nature, but does not include any such information (a) that is or becomes generally available to the public other than as the result of an unauthorized disclosure by any Agent or any Lender or (b) that is or becomes

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available to such Agent or such Lender from a source other than a Borrower and such Agent or such Lender had no reason to believe that such source did not have legitimate possession of such information or such source was under any obligation to keep such information confidential.

“ Consenting Lender ” has the meaning specified in Section 2.21(b).

“ Consolidated ” refers to the consolidation of accounts in accordance with GAAP.

“ Consolidated Net Worth ” at any time, means the sum of the capital stock accounts (excluding capital stock subscribed for and unissued), surplus accounts (including earned surplus, capital surplus and the balance of the current profit and loss account not transferred to surplus) and other equity accounts (including accumulated currency adjustments, unrealized investment or derivative gains and losses, minimum pension liabilities and reserve for ESOP debt retirement) of the Parent Borrower and its Subsidiaries appearing on the most recent Consolidated balance sheet of the Parent Borrower and its Subsidiaries delivered pursuant to Section 5.01(f)(i) or (ii), as applicable, prepared in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) ; provided that there shall be excluded from the calculation of “Consolidated Net Worth” any effects resulting from application of Financial Accounting Standards Board Statement No. 158: Employers’ Accounting for Defined Pension and Other Postretirement Plans.

“ Convert ”, “ Conversion ” and “ Converted ” each refers to a conversion of Revolving Credit Advances of one Type into Revolving Credit Advances of the other Type pursuant to Section 2.11 or 2.12.

“ Debt ” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt, provided , that, if such Person has not assumed or become liable for the payment of such Debt, it shall be taken into account only to the

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extent of the book value or fair market value, whichever is greater, of the property subject to such Lien.

“ Debt for Borrowed Money ” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (c) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (d) during the term of a Permitted Receivables Financing, the Aggregate Amount of Financing Outstanding in connection with domestic accounts receivable pursuant to such financing and (e) all debt of others referred to in clauses (a) through (d) above guaranteed directly or indirectly in any manner by such Person.

“ Default ” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“ Disclosed Litigation ” has the meaning specified in Section 3.01(b).

“ Dollar Advances ” has the meaning specified in Section 2.01.

“ Dollar Equivalent ” means, with respect to an amount in Euros on any date, the amount of Dollars that may be purchased with such currency at the Spot Exchange Rate (determined as of the most recent Calculation Date) with respect to such currency at such date.

“ Dollars ” and “ $ ” mean dollars in lawful currency of the United States.

“ Domestic Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Parent Borrower and the Agent.

“ EDGAR ” means the electronic disclosure system for the receipt, storage, retrieval and dissemination of public documents filed with the Securities and Exchange Commission.

“ Effective Date ” has the meaning specified in Section 3.01.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender and (c) any other Person approved by the Agent and each Issuing Lender and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 9.07, the Parent Borrower, such approval not to be unreasonably withheld or delayed; provided , however , that neither the Parent Borrower nor an Affiliate of the Parent Borrower shall qualify as an Eligible Assignee.

“ Environmental Action ” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

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“ Environmental Law ” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or written judicial policy or guidance that is publicly available, in each case relating to pollution or protection of the environment, health and safety as they relate to Hazardous Materials or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” means any Person that for purposes of Title IV of ERISA is a member of the Parent Borrower’s controlled group, or under common control with the Parent Borrower, within the meaning of Section 414 of the Internal Revenue Code.

“ ERISA Event ” means (a) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(c) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Parent Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Parent Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.

“ Euro ” or “ € ” mean the official non-legacy currency denominated as the Euro and constituting legal tender for the payment of public and private debts in the participating member states of the European Union.

“ Euro Advances ” has the meaning specified in Section 2.01.

“ Eurocurrency Liabilities ” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Eurocurrency Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Parent Borrower and the Agent.

“ Eurocurrency Rate ” means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing, an interest rate per annum equal to the

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rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on the relevant page of the Telerate screen (or otherwise on such screen) as the London interbank offered rate for deposits in Dollars or Euros, as applicable, at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars or Euros, as applicable, are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s ratable share of an amount equal to such Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period. If the relevant page of the Telerate screen is unavailable, the Eurocurrency Rate for any Interest Period for each Advance comprising part of the same Revolving Credit Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.11.

“ Eurocurrency Rate Advance ” means an Advance that bears interest as provided in Section 2.10(a)(ii).

“ Eurocurrency Rate Reserve Percentage ” for any Interest Period for all Eurocurrency Rate Advances or LIBO Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Advances or LIBO Rate Advances is determined) having a term equal to such Interest Period.

“ Events of Default ” has the meaning specified in Section 6.01.

“ Extension Date ” has the meaning specified in Section 2.21(b).

“ Extensions of Credit ” means as to any Lender at any time, an amount equal to the sum of (a) the aggregate outstanding principal amount of all Revolving Credit Advances denominated in Dollars held by such Lender, (b) the Dollar Equivalent at such time of the aggregate outstanding principal amount of all Revolving Credit Advances denominated in Euros held by such Lender, (c) the aggregate outstanding principal amount of all Competitive Bid Advances held by such Lender, (d) such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (e) such Lender’s Revolving Percentage of the aggregate outstanding principal amount of Swing Line Advances.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

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“ Fee Payment Date ” means (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Commitment Period.

“ Fixed Rate Advances ” has the meaning specified in Section 2.03(a)(i).

“ Foreign Borrower Obligations ” means the unpaid principal of and interest on (including interest accruing after the maturity of the Advances and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Foreign Subsidiary Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Advances and all other obligations and liabilities of the Foreign Subsidiary Borrowers to any Agent, any Issuing Lender or any Lender, 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 Notes, the Letters of Credit or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Agents or to any Lender that are required to be paid by any Foreign Subsidiary Borrower pursuant hereto) or otherwise.

“ Foreign Subsidiary ” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia.

“ Foreign Subsidiary Borrower ” means any Foreign Subsidiary of the Parent Borrower designated as a Foreign Subsidiary Borrower by the Parent Borrower pursuant to Section 2.23 that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.

“ Foreign Subsidiary Opinion ” means, with respect to any Foreign Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary Borrower addressed to the Agent and the Lenders covering the matters set forth on Exhibit F-3, with such assumptions, qualifications and deviations therefrom as the Agent shall approve (such approval not to be unreasonably withheld).

“ GAAP ” has the meaning specified in Section 1.03.

“ Guaranteed Obligations ” has the meaning specified in Section 8.01.

“ Guaranty ” means the guaranty of the Parent Borrower set forth in Article VIII.

“ Hazardous Materials ” means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“ Hedge Agreements ” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements.

“ Increase Date ” has the meaning specified in Section 2.20(a).

“ Increasing Lender ” has the meaning specified in Section 2.20(b).

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“ Information Memorandum ” means the confidential information memorandum dated February 2007 (including all exhibits and attachments thereto) used by the Agent in connection with the syndication of the Commitments, as up-dated from time to time by any subsequent filings by the Parent Borrower with the Securities and Exchange Commission.

“ Interest Period ” means, for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing and each LIBO Rate Advance comprising part of the same Competitive Bid Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or LIBO Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance and ending on the last day of the period selected by the relevant Borrower pursuant to the provisions below and, thereafter, with respect to Eurocurrency Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months or, if available to all Lenders, nine months, as the relevant Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided , however , that:

(i)             no Borrower may select any Interest Period that ends after the Termination Date;

(ii)            Interest Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Revolving Credit Borrowing or for LIBO Rate Advances comprising part of the same Competitive Bid Borrowing shall be of the same duration;

(iii)           whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided , however , that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(iv)           whenever the first day of any Interest Period occurs on the last day of a calendar month or on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ Issuing Lender ” means JPMorgan, Citibank and any other Lender selected by the Parent Borrower and approved by the Agent that has agreed in its sole discretion to act as an “Issuing Lender” hereunder, or any of their respective affiliates, in each case in its capacity as issuer of any Letter of Credit. Each reference herein to “the Issuing Lender” shall be deemed to be a reference to the relevant Issuing Lender.

“ JPMorgan ” has the meaning specified in the preamble hereto.

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“ L/C Issuer Obligation ” means the obligation of an Issuing Lender, upon agreeing to a Letter of Credit issuance request from a Borrower, to issue such Letter of Credit pursuant to Section 2.06 in an aggregate face amount for all Issuing Lenders at any one time outstanding not to exceed $100,000,000. No Issuing Lender shall have any obligation to issue a Letter of Credit upon request by any Borrower, but shall, upon receipt of such request, decide, in its sole discretion whether to issue such requested Letter of Credit.

“ L/C Obligations ” means, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.06(e).

“ L/C Participants ” means all the Lenders other than the Issuing Lender.

“ Lead Arrangers ” has the meaning specified in the preamble hereto.

“ Lenders ” means the Initial Lenders, each Assuming Increasing Lender that shall become a party hereto pursuant to Section 2.20, each Assuming Extending Lender that shall become a party hereto pursuant to Section 2.21 and each Person that shall become a party hereto pursuant to Section 2.14, Section 2.15 or Section 9.07.

“ Letters of Credit ” has the meaning specified in Section 2.06(a).

“ Leverage Ratio ” of the Parent Borrower means the ratio of Consolidated Debt for Borrowed Money of the Parent Borrower and its Subsidiaries to the sum of Consolidated Debt for Borrowed Money of the Parent Borrower and its Subsidiaries plus Consolidated Net Worth.

“ LIBO Rate ” means, for any Interest Period for all LIBO Rate Advances comprising part of the same Competitive Bid Borrowing, an interest rate per annum equal to the rate per annum (rounded upward to the nearest 1/100 of 1%) appearing on Telerate Markets Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing if such Borrowing were to be a Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period. If the Telerate Markets Page 3750 (or any successor page) is unavailable, the LIBO Rate for any Interest Period for each LIBO Rate Advance comprising part of the same Competitive Bid Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.11.

“ LIBO Rate Advance ” has the meaning specified in Section 2.03(a)(i).

“ Lien ” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement having the effect of security, including, without limitation, the lien or retained security title of a conditional vendor.

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“ Mandatory Cost ” means, in relation to any Advance, the cost as calculated by the Agent in accordance with Schedule II imputed to each Lender participating in such Advance of compliance with the mandatory liquid assets requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions), or the European Central Bank during the applicable Interest Period, expressed as a percentage.

“ Material Adverse Change ” means any material adverse change in the financial condition or results of operations of the Parent Borrower or the Parent Borrower and its Consolidated Subsidiaries taken as a whole.

“ Material Adverse Effect ” means a material adverse effect on (a) the financial condition or results of operations of the Parent Borrower or the Parent Borrower and its Consolidated Subsidiaries taken as a whole or (b) the ability of any Borrower to perform its obligations under this Agreement or any Note.

“ Material Subsidiary ” means, at any time, a domestic Consolidated Subsidiary of the Parent Borrower having (i) at least 10% of the total Consolidated assets of the Parent Borrower and its Subsidiaries (determined as of the last day of the most recent fiscal quarter of the Parent Borrower) or (ii) at least 10% of the Consolidated net sales of the Parent Borrower and its Subsidiaries for the twelve month period ending on the last day of the most recent fiscal quarter of the Parent Borrower.

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

“ Multiemployer Plan ” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Parent Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“ Multiple Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Parent Borrower or any ERISA Affiliate and at least one Person other than the Parent Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Parent Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“ Non-Consenting Lender ” has the meaning specified in Section 2.21(b).

“ Note ” means a Revolving Credit Note, a Competitive Bid Note or a Swing Line Note.

“ Notice of Competitive Bid Borrowing ” has the meaning specified in Section 2.03(a).

“ Notice of Revolving Credit Borrowing ” has the meaning specified in Section 2.02(a).

“ Obligated Party ” has the meaning specified in Section 8.02.

“ Optional Calculation Date ” has the meaning set forth in the definition of “Calculation Date”.

“ Parent Borrower ” has the meaning specified in the preamble hereto.

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“ PBGC ” means the Pension Benefit Guaranty Corporation (or any successor).

“ Percentage ” means as to any Lender at any time, the percentage which such Lender’s Commitment then constitutes of the Total Commitments or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Credit Advances then outstanding constitutes of the aggregate principal amount of the Revolving Credit Advances then outstanding, provided , that, in the event that the Revolving Credit Advances are paid in full prior to the reduction to zero of the Total Extensions of Credit, the Percentages shall be determined in a manner designed to ensure that the other outstanding Extensions of Credit (other than Competitive Bid Advances) shall be held by the Lenders on a comparable basis.

“ Permitted Receivables Financing ” means any financing pursuant to which the Parent Borrower or any Subsidiary of the Parent Borrower may sell, convey, or otherwise transfer to a Receivables Subsidiary or any other Person, or grant a security interest in, any accounts receivable (and related assets) of the Parent Borrower or such Subsidiary, provided that such financing shall be on customary market terms and shall be with limited or no recourse to the Parent Borrower and its Subsidiaries (other than the Receivables Subsidiary) except to the extent customary for such transactions.

“ Person ” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“ Plan ” means a Single Employer Plan or a Multiple Employer Plan.

“ Public Debt Rating ” means, as of any date, the lowest rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Parent Borrower. For purposes of the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage shall be determined by reference to the available rating; (b) if neither S&P nor Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage will be set in accordance with Level 5 under the definition of “Applicable Margin” or “Applicable Percentage”, as the case may be; (c) if the ratings established by S&P and Moody’s shall fall within different levels, the Applicable Margin and the Applicable Percentage shall be based upon the higher rating, provided that if the lower of such ratings is more than one level below the higher of such ratings, then the Applicable Margin and the Applicable Percentage shall be based on the rating that is one level above the lower of such ratings; (d) if any rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P or Moody’s shall change the basis on which ratings are established, each reference to the Public Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be.

“ Receivables Subsidiary ” means a bankruptcy-remote, special-purpose wholly owned Subsidiary formed in connection with a Permitted Receivables Financing.

“ Reference Banks ” means JPMorgan, Citibank and ABN AMRO Bank N.V., London branch; provided that the Parent Borrower may at any time substitute another Lender as one of the Reference Banks, but such substitution shall terminate after 30 days if within such period the Required Lenders shall have notified the Agent of their objection to such substitution.

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“ Refunded Swing Line Advances ” has the meaning specified in Section 2.05(b).

“ Register ” has the meaning specified in Section 9.07(c).

“ Reimbursement Obligation ” means the obligation of each Borrower to reimburse the Issuing Lender pursuant to Section 2.06(e) for amounts drawn under Letters of Credit issued for the account of such Borrower.

“ Required Lenders ” means, at any time, Lenders holding more than 50% of the Total Commitments then in effect or, if the Commitments have been terminated, the Total Extensions of Credit then outstanding.

“ Revolving Credit Advance ” means an advance (other than a Swing Line Advance) in Dollars or Euros by a Lender to any Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate Advance (in the case of Dollar Advances) or a Eurocurrency Rate Advance (each of which shall be a “Type” of Revolving Credit Advance).

“ Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type made by each of the Lenders pursuant to Section 2.01.

“ Revolving Credit Note ” means a promissory note of a Borrower payable to the order of any Lender, in substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Revolving Credit Advances made to such Borrower by such Lender.

“ S&P ” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

“ Single Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Parent Borrower or any ERISA Affiliate and no Person other than the Parent Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Parent Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“ Spot Exchange Rate ” means, on any day, with respect to Euros, the spot rate at which Dollars are offered on such day by JPMorgan in London for Euros at approximately 11:00 A.M. (London time) for delivery two Business Days later. For purposes of determining the Spot Exchange Rate in connection with a Euro Advance, such spot exchange rate shall be determined as of the Calculation Date for such Advance with respect to transactions in Euros that will settle on the date of such Advance.

“ Subsidiary ” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“ Swing Line Advances ” has the meaning specified in Section 2.04(a).

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“ Swing Line Borrowing ” means a borrowing consisting of a Swing Line Advance made by a Swing Line Lender pursuant to Section 2.04.

“ Swing Line Commitment ” means the obligation of each Swing Line Lender to make Swing Line Advances pursuant to Section 2.04 in an aggregate principal amount for all Swing Line Lenders at any one time outstanding not to exceed $100,000,000; provided , that the Swing Line Commitment of each of JPMorgan and Citibank is $50,000,000.

“ Swing Line Lender ” means each of JPMorgan and Citibank, in its capacity as a lender of Swing Line Advances.

“ Swing Line Note ” means a promissory note of the Parent Borrower payable to the order of any Swing Line Lender, in substantially the form of Exhibit A-3 hereto, evidencing the aggregate indebtedness of the Parent Borrower to such Lender resulting from the Swing Line Advances made by such Lender.

“ Swing Line Participation Amount ” has the meaning specified in Section 2.05(c).

“ TARGET Settlement Day ” means any day on which the Trans-European Automated Real Time Gross Settlement Express Transfer System (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Agent to be a suitable replacement) is open for settlement of payment in Euro.

“ Termination Date ” means the earlier of (a) February 28, 2012, subject to the extension thereof pursuant to Section 2.21, and (b) the date of termination in whole of the Commitments pursuant to Section 2.08 or 6.01; provided , however , that the Termination Date of any Lender that is a Non-Consenting Lender to any requested extension pursuant to Section 2.21 shall be the Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement.

“ Total Commitments ” means, at any time, the aggregate amount of the Commitments then in effect.

“ Total Extensions of Credit ” means, at any time, the aggregate amount of the Extensions of Credit of the Lenders outstanding at such time.

“ Type ” has the meaning specified in the definition of “Revolving Credit Advance”.

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

SECTION 1.02.   Computation of Time Periods . In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

SECTION 1.03.   Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) (“ GAAP ”),

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notwithstanding any changes to such principles which may become applicable subsequent to the date of such financial statements.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.   The Revolving Credit Advances . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances denominated in Dollars (“ Dollar Advances ”) or Euros (“ Euro Advances ”) to the Borrowers from time to time on any Business Day during the Commitment Period in an aggregate amount at any time outstanding which (a) when added to such Lender’s Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the aggregate principal amount of the Swing Line Advances then outstanding and (iii) the other Revolving Credit Advances then outstanding, does not exceed such Lender’s Commitment, provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be allocated among the Lenders ratably according to their respective Commitments (such deemed use of the aggregate amount of the Commitments being a “ Competitive Bid Reduction ”), and (b) will not result in the Total Extensions of Credit exceeding the Total Commitments. Each Revolving Credit Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or, in the case of Euro Advances, €5,000,000 or an integral multiple of €1,000,000 in excess thereof) and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments; provided that a Swing Line Lender may request, on behalf of the Parent Borrower, Revolving Credit Advances in Dollars under the Commitments that are Base Rate Advances in other amounts pursuant to Section 2.05. Each Lender may, at its option, make any Advance available to any Foreign Subsidiary Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of such Foreign Subsidiary Borrower to repay such Advance in accordance with the terms of this Agreement. Within the limits of each Lender’s Commitment, each Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.13 and reborrow under this Section 2.01.

SECTION 2.02.   Making the Revolving Credit Advances . (a) Each Revolving Credit Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time or, in the case of Euro Advances, London time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, or not later than 11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by the Parent Borrower (and, in the case of a Borrowing by a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower) to the Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Revolving Credit Borrowing (a “ Notice of Revolving Credit Borrowing ”) shall be by telephone, confirmed immediately in writing, or telecopier, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Revolving Credit Borrowing ( provided that all Euro Advances shall be Eurocurrency Rate Advances), (iii) aggregate amount of such Revolving Credit Borrowing (including the currency of such Borrowing), (iv) name of the relevant Borrower and (v) in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period for each such Advance. If no election as to the currency of an Advance is specified in any such Notice, then the requested Advance shall be denominated in Dollars. If no election as to the Type of Advance is specified in any Notice of Revolving Credit Borrowing for a Dollar Advance, then the requested Advance shall be a Base Rate Advance. If no Interest Period with respect to any Eurocurrency Advance is specified in any such Notice, then the

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applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election as to the Borrower is specified in any such Notice, then the requested Borrower shall be deemed to be the Parent Borrower. Each Lender shall, before 1:00 P.M. (New York City time), in the case of Dollar Advances, and 1:00 P.M. (London time), in the case of Euro Advances, on the date of such Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Office, in same day funds, such Lender’s ratable portion of such Revolving Credit Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower that requested such Revolving Credit Borrowing at the Agent’s address referred to in Section 9.02.

(b)             Anything in subsection (a) above to the contrary notwithstanding, (i) no Borrower may select Eurocurrency Rate Advances for any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit Borrowing is less than $10,000,000 (or, in the case of Euro Advances, €5,000,000) or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.11 or 2.15 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than eight separate Revolving Credit Borrowings.

(c)             Each Notice of Revolving Credit Borrowing shall be irrevocable and binding on the relevant Borrower. In the case of any Revolving Credit Borrowing that the related Notice of Revolving Credit Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the relevant Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving Credit Borrowing when such Revolving Credit Advance, as a result of such failure, is not made on such date.

(d)             Unless the Agent shall have received notice from a Lender prior to the date of any Revolving Credit Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Revolving Credit Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Revolving Credit Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower that requested such Borrowing on such date a corresponding amount in the applicable currency. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and each Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount in the applicable currency together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Revolving Credit Advances comprising such Revolving Credit Borrowing and (ii) in the case of such Lender, (A) with respect to Dollar Advances, the greater of (x) the Federal Funds Rate and (y) a rate determined by the Agent in accordance with banking industry rules on interbank compensation and (B) with respect to Euro Advances, the rate per annum determined by the Agent to represent its cost of overnight or short-term funds in Euros. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Revolving Credit Advance as part of such Borrowing for purposes of this Agreement.

(e)             The failure of any Lender to make the Revolving Credit Advance to be made by it as part of any Revolving Credit Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Credit Advance on the date of such Borrowing, but no Lender shall be

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responsible for the failure of any other Lender to make the Revolving Credit Advance to be made by such other Lender on the date of any Revolving Credit Borrowing.

SECTION 2.03.   The Competitive Bid Advances . (a) Each Lender severally agrees that the Parent Borrower may make Competitive Bid Borrowings in Dollars under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the Termination Date in the manner set forth below; provided that, following the making of each Competitive Bid Borrowing, the aggregate amount of the Advances then outstanding, when added to the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swing Line Advances then outstanding, does not exceed the Total Commitments (computed without regard to any Competitive Bid Reduction).

(i)              The Parent Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, a notice of a Competitive Bid Borrowing (a “ Notice of Competitive Bid Borrowing ”), in substantially the form of Exhibit B-2 hereto, specifying therein the requested (v) date of such proposed Competitive Bid Borrowing, (w) aggregate amount of such proposed Competitive Bid Borrowing, (x) in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, Interest Period, or in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, maturity date for repayment of each Fixed Rate Advance to be made as part of such Competitive Bid Borrowing (which maturity date may not be earlier than the date occurring 30 days after the date of such Competitive Bid Borrowing or later than the Termination Date), (y) interest payment date or dates relating thereto, and (z) other terms (if any) to be applicable to such Competitive Bid Borrowing, not later than 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed Competitive Bid Borrowing, if the Parent Borrower shall specify in the Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing being referred to herein as “ Fixed Rate Advances ”) and (B) at least five Business Days prior to the date of the proposed Competitive Bid Borrowing, if the Parent Borrower shall instead specify in the Notice of Competitive Bid Borrowing that the rates of interest be offered by the Lenders are to be based on the LIBO Rate (the Advances comprising such Competitive Bid Borrowing being referred to herein as “ LIBO Rate Advances ”). Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Parent Borrower. The Agent shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from the Parent Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing.

(ii)            Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Advances to the Parent Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to the Parent Borrower), before 9:30 A.M. (New York City time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances and before 10:00 A.M. (New York City time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, of the minimum amount and maximum amount of each Competitive Bid Advance which such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender’s Commitment, if any), the rate or rates of interest therefor and such Lender’s Applicable Lending Office with respect to such Competitive Bid Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Parent Borrower of such offer at least 30 minutes before the time and on

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the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, at least 30 minutes prior to the time at which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such Competitive Bid Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Bid Advance as part of such proposed Competitive Bid Borrowing.

(iii)           The Parent Borrower shall, in turn, before 10:30 A.M. (New York City time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances and before 11:00 A.M. (New York City time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, either:

(x)             cancel such Competitive Bid Borrowing by giving the Agent notice to that effect, or

(y)             accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in its sole discretion, by giving notice to the Agent of the amount of each Competitive Bid Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Parent Borrower by the Agent on behalf of such Lender for such Competitive Bid Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent notice to that effect. The Parent Borrower shall accept the offers made by any Lender or Lenders to make Competitive Bid Advances in order of the lowest to the highest rates of interest offered by such Lenders. If two or more Lenders have offered the same interest rate, the amount to be borrowed at such interest rate will be allocated among such Lenders in proportion to the maximum amount that each such Lender offered at such interest rate.

(iv)           If the Parent Borrower notifies the Agent that such Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Agent shall give prompt notice thereof to the Lenders and such Competitive Bid Borrowing shall not be made.

(v)             If the Parent Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Parent Borrower, (B) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, of the amount of each Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing, and (C) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing shall, before 12:00 noon (New York City time) on the date of such Competitive Bid Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Office, in same day funds, such Lender’s portion of such Competitive Bid

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Borrowing. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to the Parent Borrower at the Agent’s address referred to in Section 9.02. Promptly after each Competitive Bid Borrowing the Agent will notify each Lender of the amount of the Competitive Bid Borrowing, the consequent Competitive Bid Reduction and the dates upon which such Competitive Bid Reduction commenced and will terminate.

(vi)           If the Parent Borrower notifies the Agent that it accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, such notice of acceptance shall be irrevocable and binding on the Parent Borrower. The Parent Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in the related Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing when such Competitive Bid Advance, as a result of such failure, is not made on such date.

(b)             Each Competitive Bid Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and, following the making of each Competitive Bid Borrowing, the Parent Borrower shall be in compliance with the limitation set forth in the proviso to the first sentence of subsection (a) above.

(c)             Within the limits and on the conditions set forth in this Section 2.03, the Parent Borrower may from time to time borrow under this Section 2.03, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.03, provided that a Competitive Bid Borrowing shall not be made within three Business Days of the date of any other Competitive Bid Borrowing.

(d)             The Parent Borrower shall repay to the Agent for the account of each Lender that has made a Competitive Bid Advance, on the maturity date of each Competitive Bid Advance (such maturity date being that specified by the Parent Borrower for repayment of such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and provided in the Competitive Bid Note evidencing such Competitive Bid Advance), the then unpaid principal amount of such Competitive Bid Advance. The Parent Borrower shall not have any right to prepay any principal amount of any Competitive Bid Advance unless, and then only on the terms, specified by the Parent Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and set forth in the Competitive Bid Note evidencing such Competitive Bid Advance.

(e)             The Parent Borrower shall pay interest on the unpaid principal amount of each Competitive Bid Advance from the date of such Competitive Bid Advance to the date the principal amount of such Competitive Bid Advance is repaid in full, at the rate of interest for such Competitive Bid Advance specified by the Lender making such Competitive Bid Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by the Parent Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above, as provided in the Competitive Bid Note evidencing such Competitive Bid Advance. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), the Parent Borrower shall pay interest on the amount of unpaid principal of and interest on each Competitive Bid Advance owing to a Lender, payable in arrears on the date or dates interest is payable thereon, at a rate per annum equal at all times to 2% per annum above the rate per

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annum required to be paid on such Competitive Bid Advance under the terms of the Competitive Bid Note evidencing such Competitive Bid Advance unless otherwise agreed in such Competitive Bid Note.

(f)             The indebtedness of the Parent Borrower resulting from each Competitive Bid Advance made as part of a Competitive Bid Borrowing shall be evidenced by a separate Competitive Bid Note payable to the order of the Lender making such Competitive Bid Advance.

SECTION 2.04.   The Swing Line Advances . (a) Subject to the terms and conditions hereof, each Swing Line Lender agrees to make a portion of the credit otherwise available to the Parent Borrower under the Commitments from time to time during the Commitment Period by making swing line advances (“ Swing Line Advances ”) to the Parent Borrower in Dollars; provided that (i) the aggregate principal amount of Swing Line Advances outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Advances of any Swing Line Lender outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Advances, may exceed the Swing Line Commitment then in effect), (ii) the Parent Borrower shall not request, and no Swing Line Lender shall make, any Swing Line Advance if, after giving effect to the making of such Swing Line Advance, the aggregate amount of the Available Commitments would be less than zero, (iii) no Swing Line Lender shall make any Swing Line Advance without first confirming with the Agent that, after giving effect to the making of such Swing Line Advance, the aggregate amount of the Available Commitments would be greater than or equal to zero and (iv) such Swing Line Advances shall be Base Rate Advances. During the Commitment Period, the Parent Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Advances shall be Base Rate Advances only.

(b)             The Parent Borrower shall repay to each Swing Line Lender the then unpaid principal amount of each Swing Line Advance made by such Lender on the earlier of the Termination Date and the first date after such Swing Line Advance is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swing Line Advance is made; provided that on each date that a Revolving Credit Advance or Competitive Bid Advance is borrowed, the Parent Borrower shall repay all Swing Line Advances then outstanding.

SECTION 2.05.   Making the Swing Line Advances; Refunding of Swing Line Advances . (a) Whenever the Parent Borrower desires that a Swing Line Lender make Swing Line Advances, it shall give, at the Parent Borrower’s sole option, any Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by such Swing Line Lender not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Advance), specifying (i) the amount to be borrowed and (ii) the requested date of such Borrowing (which shall be a Business Day during the Commitment Period). Each Swing Line Advance shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M. (New York City time) on the date of such Swing Line Advance, the relevant Swing Line Lender shall make available to the Agent at the Agent’s Office, in same day funds, an amount equal to the amount of the Swing Line Advance to be made by such Swing Line Lender. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Parent Borrower at the Agent’s address referred to in Section 9.02.

(b)             Each Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Parent Borrower (which hereby irrevocably directs each Swing Line Lender to act on its behalf), on one Business Day’s notice given by such Swing Line Lender no later than 12:00 noon (New York City time), request each Lender to make, and each Lender hereby agrees to make, a Revolving Credit Advance that is a Base Rate Advance, in an amount equal to such Lender’s Percentage of the aggregate amount of the Swing Line Advances made by such Swing Line Lender (the

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“ Refunded Swing Line Advances ”) outstanding on the date of such notice, to repay such Swing Line Lender. Each Lender shall make the amount of such Refunded Swing Line Advance available to the Agent at the Agent’s Office, in same day funds, not later than 10:00 A.M. (New York City time) one Business Day after the date of such notice. The proceeds of such Refunded Swing Line Advances shall be immediately made available by the Agent to such Swing Line Lender for application by such Swing Line Lender to the repayment of the Swing Line Advances.

(c)             If prior to the time a Refunded Swing Line Advance would have otherwise been made pursuant to Section 2.05(b), one of the events described in Section 6.01(e) shall have occurred and be continuing with respect to the Parent Borrower or if for any other reason, as determined by any Swing Line Lender in its sole discretion, Refunded Swing Line Advances may not be made as contemplated by Section 2.05(b), each Lender shall, on the date such Refunded Swing Line Advance was to have been made pursuant to the notice referred to in Section 2.05(b), purchase for cash an undivided participating interest in the then outstanding Swing Line Advances by paying to such Swing Line Lender an amount (the “ Swing Line Participation Amount ”) equal to (i) such Lender’s Percentage times (ii) the sum of the aggregate principal amount of Swing Line Advances made by such Swing Line Lender that are then outstanding and that were to have been repaid with such Refunded Swing Line Advances.

(d)             Whenever, at any time after any Swing Line Lender has received from any Lender such Lender’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Advances made by such Swing Line Lender, such Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all such Swing Line Advances then due); provided , however , that in the event that such payment received by such Swing Line Lender is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender.

(e)             Each Lender’s obligation to make the Refunded Swing Line Advances referred to in Section 2.05(b) and to purchase participating interests pursuant to Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Parent Borrower may have against any Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article III, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement by any Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

SECTION 2.06.   Letters of Credit . (a) L/C Issuer Obligation . Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 2.06(d)(i), agrees to issue letters of credit (“ Letters of Credit ”) for the account of any Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that (i) the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Issuer Obligation or (B) the aggregate amount of the Available Commitments would be less than zero and (ii) no Issuing Lender shall issue any Letter of Credit without first confirming with the Agent that, after giving effect to the issuance of such Letter of Credit, the aggregate amount of the Available Commitments would be greater than or equal to zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Termination Date, provided that any Letter of Credit with a one-year term may provide for the

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renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable law, rule, regulation or order.

(b)             Procedure for Issuance of Letters of Credit . Any Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, executed by such Borrower (and, if such Borrower is a Foreign Subsidiary Borrower, by the Parent Borrower) and otherwise completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and such Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the relevant Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

(c)             Fees and Other Charges . Each Borrower will pay a fee on the aggregate amount available to be drawn on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Rate Advances, shared ratably among the Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, each Borrower shall pay to the Issuing Lender for its own account a fronting fee in an amount agreed with the Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued for the account of such Borrower, payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition to the foregoing fees, each Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued for the account of such Borrower.

(d)             L/C Participations . (i) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article III, (C) any adverse change in the condition (financial or otherwise) of any Borrower, (D) any breach of this

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Agreement by any Borrower or any other L/C Participant or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(ii)            If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 2.06(d)(i) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (A) such amount, times (B) the greater of (x) the daily average Federal Funds Rate and (y) a rate determined by the Agent in accordance with banking industry rules on interbank compensation, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (C) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 2.06(d)(i) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Advances. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(iii)           Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 2.06(d)(i), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from a Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided , however , that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

(e)             Reimbursement Obligation of the Borrowers . If any draft is paid under any Letter of Credit issued for the account of any Borrower, such Borrower shall reimburse the Issuing Lender for the amount of (x) the draft so paid and (y) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment, not later than 2:00 P.M. (New York City time) on (i) the Business Day that such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M. (New York City time) or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such Borrower receives such notice. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (A) until the Business Day next succeeding the date of the relevant notice, Section 2.10(a)(i) and (B) thereafter, Section 2.10(b). Notwithstanding the foregoing, each Borrower may, at its sole option and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02, 2.03 or 2.05 that such payment be financed with a Revolving Credit Advance, a Competitive Bid Advance or a Swing Line Advance in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Advance, Competitive Bid Advance or Swing Line Advance.

(f)             Obligations Absolute . Each Borrower’s obligations under this Section 2.06 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that such Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. Each Borrower also agrees with the Issuing

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Lender that the Issuing Lender shall not be responsible for, and such Borrower’s Reimbursement Obligations under Section 2.06(e) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among such Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of such Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of the Issuing Lender. Each Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit issued for the account of such Borrower or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on such Borrower and shall not result in any liability of the Issuing Lender to such Borrower.

(g)             Letter of Credit Payments . If any draft shall be presented for payment under any Letter of Credit issued for the account of a Borrower, the Issuing Lender shall promptly notify such Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrowers in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

(h)             Applications . To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.06, the provisions of this Section 2.06 shall apply.

SECTION 2.07.   Fees . (a) Facility Fee . The Parent Borrower agrees to pay to the Agent for the account of each Lender a facility fee on the aggregate amount of such Lender’s Commitment from the Effective Date in the case of each Initial Lender and from the later of the Effective Date and the effective date specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December commencing March 31, 2007, and on the Termination Date.

(b)             Agent’s Fees . The Parent Borrower shall pay to the Agent for its own account such fees as may from time to time be agreed between the Parent Borrower and the Agent.

SECTION 2.08.   Optional Termination or Reduction of the Commitments . The Parent Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and provided further that, after giving effect thereto and to any prepayments of the Advances made on the effective date thereof, the Total Commitments shall not be reduced to an amount that is less than the Total Extensions of Credit.

SECTION 2.09.   Repayment of Revolving Credit Advances . (a) Each Borrower shall repay to the Agent for the ratable account of the Lenders on the Termination Date the aggregate principal amount of the Revolving Credit Advances made to it then outstanding.

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(b)             If the Agent has notified the Parent Borrower that, on a Calculation Date, the Total Extensions of Credit exceed 105% of the Total Commitments then in effect, the Parent Borrower shall, within three Business Days after such Calculation Date, prepay (or cause the Foreign Subsidiary Borrowers to prepay) such of the outstanding Advances, in an aggregate principal amount such that, after giving effect thereto, the Total Extensions of Credit do not exceed the Total Commitments.

SECTION 2.10.   Interest on Revolving Credit and Swing Line Advances; Regulation D Compensation . (a) Scheduled Interest . Each Borrower shall pay interest on the unpaid principal amount of each Revolving Credit Advance owing by it to each Lender, and each Swing Line Advance owing by it to each Swing Line Lender, from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i)              Base Rate Advances . During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time plus (z) the Applicable Utilization Fee, if any, in effect from time to time, payable (A) in the case of Revolving Credit Advances, in arrears quarterly on the last day of each March, June, September and December, during such periods and on the date such Base Rate Advance shall be Converted or paid in full and (B) in the case of Swing Line Advances, in arrears on the day that such Advance is required to be repaid.

(ii)            Eurocurrency Rate Advances . During such periods as such Revolving Credit Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period for such Revolving Credit Advance to the sum of (w) the Eurocurrency Rate for such Interest Period for such Revolving Credit Advance plus (x) the Applicable Margin in effect from time to time plus (y) any Mandatory Cost incurred by such Lender in respect of such Advance from time to time plus (z) the Applicable Utilization Fee, if any, in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in full.

(b)             Default Interest . Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), each Borrower shall pay interest on (i) the unpaid principal amount of each Revolving Credit Advance and Swing Line Advance made to it, and, to the extent not paid in accordance with Section 2.06(e), its Reimbursement Obligations, owing to each Lender, payable in arrears on the dates referred to in clause (a) above, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a) above and on such Reimbursement Obligations pursuant to Section 2.06(e) and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above (or, in the case of amounts denominated in Euros, the rate that would apply to Advances in such currency pursuant to clause (a)(ii) above).

(c)             Regulation D Compensation . Each Lender that is subject to reserve requirements of the Board of Governors of the Federal Reserve System (or any successor) may require any Borrower to pay, contemporaneously with each payment by such Borrower of interest on Eurocurrency Rate Advances or LIBO Rate Advances, additional interest on the related Eurocurrency Rate Advances or LIBO Rate Advances, as applicable, of such Lender at the rate per annum equal to the excess of (i)(A) the applicable Eurocurrency Rate or LIBO Rate, divided by (B) one minus the Eurocurrency Rate Reserve Percentage

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over (ii) the rate specified in clause (i)(A). Any Lender wishing to require payment of such additional interest shall so notify the Agent and the Parent Borrower, in which case such additional interest on the Eurocurrency Rate Advances or LIBO Rate Advances, as applicable, of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing after the giving of such notice.

SECTION 2.11.   Certain Interest Rate Determinations . (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Parent Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.10(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.10(a)(ii).

(b)             If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Agent that the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Parent Borrower and the Lenders, whereupon (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances denominated in Dollars into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Parent Borrower and the Lenders that the circumstances causing such suspension no longer exist and (iii) any outstanding Eurocurrency Rate Advances denominated in Euros shall be repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the applicable Borrower with the consent of each affected Lender, shall remain outstanding and bear interest at a rate which reflects, as to each of the Lenders, such Lender’s cost of funding such Eurocurrency Rate Advances, as reasonably determined by such Lender, plus the Applicable Margin hereunder, plus the Applicable Utilization Fee, if any.

(c)             If a Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify such Borrower (and, if such Borrower is a Foreign Subsidiary Borrower, the Parent Borrower) and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) in the case of Dollar Advances, Convert into Base Rate Advances and (ii) in the case of Euro Advances, be continued as Eurocurrency Rate Advances having an Interest Period of one month.

(d)             On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing in Dollars shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances.

(e)             Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances denominated in Dollars into, Eurocurrency Rate Advances shall be suspended.

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(f)             If relevant page of the Telerate screen is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,

(i)              the Agent shall forthwith notify the Parent Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,

(ii)            with respect to Eurocurrency Rate Advances denominated in Dollars, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance),

(iii)           with respect to any outstanding Eurocurrency Rate Advances denominated in Euros, such Advances shall be repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the applicable Borrower with the consent of each affected Lender, shall remain outstanding and bear interest at a rate which reflects, as to each of the Lenders, such Lender’s cost of funding such Eurocurrency Rate Advances, as reasonably determined by such Lender, plus the Applicable Margin hereunder, plus the Applicable Utilization Fee, if any, and

(iv)           the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Parent Borrower and the Lenders that the circumstances causing such suspension no longer exist.

SECTION 2.12.   Optional Conversion of Revolving Credit Advances . The Parent Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.11 and 2.15, Convert all Revolving Credit Advances denominated in Dollars of one Type comprising the same Borrowing into Revolving Credit Advances denominated in Dollars of the other Type; provided , however , that (a) any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurocurrency Rate Advances, (b) any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b), (c) no Conversion of any Revolving Credit Advances shall result in more separate Revolving Credit Borrowings than permitted under Section 2.02(b) and (d) no Euro Advances may be converted into Base Rate Advances. Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to be Converted, and (iii) if such Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrowers.

SECTION 2.13.   Optional Prepayments of Revolving Credit and Swing Line Advances . Any Borrower may, in the case of Eurocurrency Rate Advances, upon at least two Business Days’ notice to the Agent and, in the case of Base Rate Advances, upon notice to the Agent not later than 10:00 A.M. (New York City time) on the date of the proposed prepayment, stating in each case the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided , however , that (x) each partial prepayment shall be in an aggregate principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or, in the case of Euro Advances, €5,000,000 or an integral multiple of €1,000,000 in excess thereof) and

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(y) in the event of any such prepayment of a Eurocurrency Rate Advance, such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c). The Parent Borrower may, upon notice to the Agent not later than 10:00 A.M. (New York City time) on the date of the proposed prepayment, stating in each case the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Parent Borrower shall, prepay the outstanding principal amount of the Swing Line Advances comprising part of the same Swing Line Borrowing in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided , however , that each partial prepayment shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

SECTION 2.14.   Increased Costs . (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Advances or LIBO Rate Advances or issuing or participating in Letters of Credit (excluding for purposes of this Section 2.14 any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.17 shall govern) and (B) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then such Lender may from time to time give notice of such circumstances to the Parent Borrower (with a copy of such notice to the Agent); provided , however , that each Lender agrees, before giving any such notice, to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the need for, or reduce the amount of, such increased costs and would not be disadvantageous to such Lender. The amount sufficient to compensate such Lender in light of such increase in costs to such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith. A certificate specifying the event referred to in this Section 2.14(a), the amount sufficient to compensate such Lender and the basis of its calculations (which shall be reasonable), submitted in good faith to the Parent Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Parent Borrower of the occurrence of any event referred to in the first sentence of this Section 2.14(a).

(b)             If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type or in respect of any Letter of Credit, then, such Lender may from time to time give notice of such circumstances to the Parent Borrower (with a copy of such notice to the Agent); provided , however , that each Lender agrees, before giving any such notice, to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the need for, or reduce the amount of, the cost to such Lender of such increase in the amount of capital maintained by such Lender and would not be disadvantageous to such Lender. The amount sufficient to compensate such Lender in light of such increase in capital maintained by such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s commitment to lend hereunder and to issue or participate in Letters of Credit hereunder. A certificate specifying the event referred to in this Section 2.14(b), the amount sufficient to compensate such Lender and the basis of its calculations (which shall be reasonable), submitted in good faith to the Parent Borrower and the Agent by such

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Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Parent Borrower of the occurrence of any event referred to in the first sentence of this Section 2.14(b).

(c)             The Parent Borrower shall, within five days of receiving a notice from any Lender pursuant to clause (a) or (b) of this Section 2.14, elect (and shall notify such Lender and the Agent of such election) to:

(i)             pay to the Agent for the account of such Lender, from time to time commencing on the date of notice by such Lender and as specified by such Lender, (A) the amount such Lender has set forth in the certificate which such Lender has delivered to the Parent Borrower pursuant to clause (a) of this Section 2.14 or (B) the amount such Lender has set forth in the certificate which such Lender has delivered to the Parent Borrower pursuant to clause (b) of this Section 2.14, as the case may be; or

(ii)            terminate such Lender’s Commitment on a date which shall be specified in the notice sent by the Parent Borrower, and such Lender’s Commitment shall terminate on such date; provided , however , that the Total Commitments of the Lenders shall not be reduced, as a result of any such termination, to an amount that is less than the Total Extensions of Credit then outstanding; provided , further , that such termination shall not be effective if, after giving effect to such termination, the aggregate amount of the Commitments so terminated or assigned under this Section 2.14 and Section 2.15(b) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Effective Date; and provided further , that upon termination of a Lender’s Commitment under this Section 2.14(c)(ii), the Parent Borrower shall on the date such termination becomes effective pay, prepay or cause to be prepaid the aggregate principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all facility fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.14), and any Taxes, incurred by such Lender prior to the effective date of such termination and amounts payable under Section 9.04(a)). Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged. Such Lender’s rights under Sections 2.14, 2.17 and 9.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to date of such termination; or

(iii)           require that such Lender assign to the Parent Borrower’s designated assignee or assignees, in accordance with the terms of Section 9.07, all Advances then owing to such Lender and all rights and obligations of such Lender hereunder; provided that (A) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement, (B) no Lender shall be obligated to make any such assignment as a result of a demand by the Parent Borrower pursuant to this Section 2.14(c) unless and until such Lender shall have received one or more payments from either the relevant Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all facility fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.14), and any Taxes, incurred by such Lender prior to the effective

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date of such assignment and amounts payable under Section 9.04(a)) and (C) each such assignment shall be made pursuant to an Assignment and Acceptance; provided , however , that such assignment shall not be effective if, after giving effect to such assignment, the aggregate amount of the Commitments so assigned or terminated under this Section 2.14 and Section 2.15(b) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Effective Date. Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged; provided , however , that such Lender’s rights under Sections 2.14, 2.17 and 9.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to the date of termination of such Lender’s Commitment.

SECTION 2.15.   Illegality . (a) Notwithstanding any other provision of this Agreement, if any Lender (any such Lender being referred to herein as an “ Affected Lender ”) shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances or LIBO Rate Advances or to fund or maintain Eurocurrency Rate Advances or LIBO Rate Advances hereunder, the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Parent Borrower and the Lenders that the circumstances causing such suspension no longer exist. The Parent Borrower’s right to require an assignment in accordance with clause (b)(ii) below shall not be effective to the extent that Lenders representing a majority of the Commitments then outstanding shall be “Affected Lenders”.

(b)             The Parent Borrower shall, within five days of receiving a notice from any Affected Lender pursuant to clause (a) of this Section 2.15, elect (and shall notify such Affected Lender and the Agent of such election) to:

(i)             prepay (or cause the relevant Foreign Subsidiary Borrowers to prepay) in full all Eurocurrency Rate Advances or LIBO Rate Advances then outstanding, together with interest thereon, unless in the case of Eurocurrency Rate Advances denominated in Dollars the Parent Borrower, within five Business Days of written notice from the Agent, converts all such Eurocurrency Rate Advances of all Lenders then outstanding into Base Rate Advances in accordance with Section 2.12; or

(ii)            require that such Affected Lender assign to the Parent Borrower’s designated assignee or assignees, in accordance with the terms of Section 9.07, all Advances then owing to such Affected Lender and all rights and obligations of such Affected Lender hereunder; provided that (A) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Affected Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or assignments which together cover all of the rights and obligations of the assigning Affected Lender under this Agreement, (B) no Affected Lender shall be obligated to make any such assignment as a result of a demand by the Parent Borrower pursuant to this Section 2.15(b) unless and until such Affected Lender shall have received one or more payments from either the relevant Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of all Advances owing to such Affected Lender, together with accrued interest thereon to the date of payment of such principal amount, all facility fees and other fees payable to such Affected Lender and all other amounts payable to such Affected Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with Section 2.14), and any Taxes, incurred by such Affected Lender prior to the effective date of such assignment and amounts payable under Section 9.04(a)) and (C) each such assignment shall be made

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pursuant to an Assignment and Acceptance; provided , however , that such assignment shall not be effective if, after giving effect to such assignment, the aggregate amount of the Commitments so assigned or terminated under this Section 2.15(b) a