SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this " Amendment ") is made and entered into as of February 6, 2009 by and between TEKELEC, a California corporation (the " U.S. Borrower "), Tekelec International, SPRL, a societe privee a responsabilité limitée organized under the laws of the Kingdom of Belgium (the " Belgian Borrower ", and together with the U.S. Borrower, each a " Borrower " and collectively, the " Borrowers "), the lenders who are or may become a party to this Agreement (collectively, the " Lenders ") and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the " Administrative Agent ").

STATEMENT OF PURPOSE

The Lenders have extended certain credit facilities to the Borrowers pursuant to the Credit Agreement, dated October 2, 2008 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement ").

The Borrowers have requested that the Lenders amend the Credit Agreement pursuant to the terms of this Amendment. Subject to the terms and conditions set forth herein, the Lenders party hereto are willing to agree to such modifications.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Capitalized Terms . All capitalized terms used and not defined herein shall have the meanings assigned thereto in the Credit Agreement.
2. Amendments . Pursuant to Section 14.2 of the Credit Agreement and effective in accordance with Section 3 hereof, the Lenders hereby agree as follows:

                (a)           Section 1.1 of the Credit Agreement is hereby amended by deleting the definition, "Subsidiary" and submitting, in lieu thereof, the following new definition, "Subsidiary" to read as follows:

"` Subsidiary ' means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by or the management is otherwise controlled by such Person, directly or indirectly (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to "Subsidiary" or "Subsidiaries" herein shall refer to those of the U.S. Borrower."

                (b)           Section 11.1(h) of the Credit Agreement is hereby amended by deleting such subsection (h) in its entirety and substituting, in lieu thereof, the following new subsection (h) to read as follows:

"(h)         Subordinated Indebtedness made in the ordinary course of business owed by any Subsidiary of the U.S. Borrower to the U.S. Borrower or the Belgian Borrower or the Borrowers pursuant to Sections 11.3(f), (g) and (h) ;"

                (c)           Section 11.3(e) of the Credit Agreement is hereby amended by deleting such subsection (e) in its entirety and substituting, in lieu thereof, the following new subsection (e) to read as follows:

"(e)         transfers of money among the Borrowers and the Subsidiaries of either Borrower for the (i) purchase and sale of assets and services in the ordinary course of business consistent with past practices and undertaken in good faith, including without limitation, purchases and sales of inventory among the Borrowers and the Subsidiaries, allocation of revenue and costs related to maintenance contracts and sales and marketing costs, and licensing arrangements among the Borrowers and the Subsidiaries and (ii) general operating expenses, reasonable payroll, rental and travel expenses, allocation of revenue and costs among the Borrowers and the Subsidiaries to reasonably comply with income tax and other tax requirements of any applicable jurisdiction, and other operating expenses in the ordinary course of business consistent with past practices and undertaken in good faith of any Subsidiary of either Borrower;"

                (d)           Section 11.3(f) of the Credit Agreement is hereby amended by deleting such subsection (f) in its entirety and substituting, in lieu thereof, the following new subsection (f) to read as follows:

"(f)          from the Closing Date through December 31, 2009, investments, loans and advances by the U.S. Borrower in the Belgian Borrower in connection with the capitalization, start-up, working capital and operating expenses of the Belgian Borrower in an aggregate amount not to exceed $10,000,000 (all such investments, loans and advances to be set forth in the Officer's Compliance Certificate);"

                (e)           Section 11.3(g) of the Credit Agreement is hereby amended by deleting such subjection (g) in its entirety and substituting, in lieu thereof, the following new subsection (g) to read as follows:

"(g)         investments, loans and advances not in the ordinary course of business by the U.S. Borrower in any of the Pledged Foreign Subsidiaries and by the Belgian Borrower in Tekelec do Brasil Ltda., and Tekelec France SAS in a collective aggregate amount not to exceed $10,000,000 at any one time outstanding during the term of this Facility;"

                (f)            Section 11.3(h) of the Credit Agreement is hereby amended by deleting such subsection (h) in its entirety and substituting, in lieu thereof, the following new subsection (h) to read as follows:

"(h)         investments, loans and advances not in the ordinary course of business by the U.S. Borrower and by the Belgian Borrower in any Subsidiary (other than the Pledged Foreign Subsidiaries) in a collective aggregate amount not to exceed $3,000,000 at any one time outstanding during the term of this Facility; and"

(g)           Section 11.5 of the Credit Agreement is hereby amended by inserting the following new subsection (h) to read as follows:

"(h)         to the extent any of the transactions described in Section 11.3(e) are considered to be `Asset Dispositions' under the provisions of this Section 11.5, such transactions are permitted hereunder."

3. Conditions to Effectiveness . Upon receipt by the Administrative Agent of a duly executed counterpart of this Amendment from each Credit Party and the Lenders, this Amendment shall be deemed to be effective as of the date above stated (the " Second Amendment Effective Date ").
4. Limited Effect of Amendment . Except as expressly modified herein, the Credit Agreement and the Loan Documents shall continue to be, and shall remain, in full force and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document or (b) to prejudice any other right or remedies which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated or otherwise modified from time to time. On and after the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder," "hereof" or words of like import referring to the Credit Agreement, and each reference in the Credit Agreement, the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of lie import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. This Amendment constitutes a "Loan Document" as defined in the Credit Agreement.
5. Representations and Warranties . After giving effect to the amendments set forth herein, each Borrower hereby certifies that (a) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the Second Amendment Effective Date as if fully set forth herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date) and (b) no Default or Event of Default has occurred and is continuing as of the Second Amendment Effective Date.
6. Release . For and in consideration of the agreements of the Administrative Agent and the other Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrowers hereby forever release and discharge the Administrative Agent and the Lenders, each of their respective officers, directors, employees, agents, affiliates, representatives, successors and assigns (collectively, the " Released Parties ") from any and all claims, causes of actions, damages and liabilities of any nature

whatsoever, known or unknown, which the Borrowers ever had, now has or might hereafter have against one or more of the Released Parties which relates, directly or indirectly, to the Loan Documents or the transactions relating thereto (collectively " Claim "), to the extent that any such Claim shall be based in whole or in part upon facts, circumstances, actions or events existing on or prior to the date hereof.

7. Covenant Not to Sue. The Borrowers, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenant and agree with and in favor of each Released Party that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any Claim released, remised and discharged by the Borrowers pursuant to Section 6 above. If the Borrowers or any of its respective successors, assigns or other legal representatives, or any Loan Party, or its respective successors, assigns, and other legal representatives violates the foregoing covenant, each of the Borrowers, for itself and its respective successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys' fees and costs incurred by any Released Party as a result of such violation.
8. Miscellaneous .
9. 1. Governing Law . This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of New York.
   2. Entire Agreement . This Amendment is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter. In the event there is a conflict or inconsistency between this Amendment and the Credit Agreement, the terms of this Amendment shall control.
   3. Successors and Assigns . This Amendment shall be binding on and inure to the benefit of the parties and their beneficiaries, successors and assigns.
   4. Further Assurances . The parties hereto shall execute and deliver such additional documents and take such additional action as may be necessary or desirable to effectuate the provisions and purposes of this Amendment.
   5. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together constitute one and the same agreement.
   6. Facsimile Transmission . A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Amendment as well as any facsimile, telecopy or other reproduction hereof.

[Signature Pages To Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written.

TEKELEC ,
as Borrower and Borrower Agent

By: /s/ William H. Everett  
                Name: William H. Everett   
                Title: EVP & CFO

TEKELEC INTERNATIONAL, SPRL ,
as Borrower

By: /s/ William H. Everett  
                Name: William H. Everett   
                Title: Manager     

AGENTS AND LENDERS:

WACHOVIA BANK, NATIONAL ASSOCIATION ,
as Administrative Agent, Swingline Lender, Issuing
Lender and Lender

By: /s/ C. Douglass Riddle
                Name: C. Douglass Riddle 
                Title: Senior Vice President               

THIRD AMENDMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this " Amendment ") is made and entered into as of June 12, 2009 by and between TEKELEC, a California corporation (the " U.S. Borrower "), Tekelec International, SPRL, a societe privee a responsabilité limitée organized under the laws of the Kingdom of Belgium (the " Belgian Borrower ", and together with the U.S. Borrower, each a " Borrower " and collectively, the " Borrowers "), the lenders who are or may become a party to this Agreement (collectively, the " Lenders ") and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the " Administrative Agent ").

STATEMENT OF PURPOSE

The Lenders have extended certain credit facilities to the Borrowers pursuant to the Credit Agreement, dated October 2, 2008 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement ").

The Borrowers have requested that the Lenders amend the Credit Agreement pursuant to the terms of this Amendment. Subject to the terms and conditions set forth herein, the Lenders party hereto are willing to agree to such modifications.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Capitalized Terms . All capitalized terms used and not defined herein shall have the meanings assigned thereto in the Credit Agreement.
2. Amendments . Pursuant to Section 14.2 of the Credit Agreement and effective in accordance with Section 3 hereof, the Lenders hereby agree as follows:

                (a)           Section 1.01 of the Credit Agreement shall be amended by adding in alphabetical order the following defined terms and the corresponding definitions thereof:

" Dollar L/C Deposit " has the meaning assigned thereto in Section 3.1 .

" Foreign L/C Deposit " has the meaning assigned thereto in Section 3.1 .

" Permitted Foreign L/C Currency " means (i) the Euro and (ii) with the prior written consent of the Issuing Lender (in the sole and absolute discretion of the Issuing Lender), any other lawful currency (other than Dollars) which is freely transferable and convertible into Dollars in the United States currency market and freely available to the Issuing Lender in the London interbank deposit market.

" Permitted Foreign L/C Currency Amount " means with respect to each Letter of Credit issued or extended (or to be issued or extended) in a Permitted Foreign L/C Currency, the amount of such Permitted Foreign L/C Currency which is equivalent to the

face amount in Dollars of such Letter of Credit at the most favorable spot exchange rate determined by the Administrative Agent to be available to it at approximately 11:00 a.m. (Charlotte, North Carolina time) two (2) Business Days before such Letter of Credit is issued or extended (or to be issued and extended). When used with respect to any other sum expressed in Dollars, " Permitted Foreign L/C Currency Amount " shall mean the amount of such Permitted Foreign L/C Currency which is equivalent to the amount so expressed in Dollars at the most favorable spot exchange rate determined by the Administrative Agent to be available to it at the relevant time.

                (b)           Section 1.01 of the Credit Agreement shall be amended by deleting the definitions of "Business Day", "Dollar Amount", "L/C Obligations", "Reimbursement Obligations" and "U.S. Borrower Guaranty" in their entirety and substituting, in lieu thereof, the following:

" Business Day " means any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina and New York, New York, are open for the conduct of their domestic or international commercial banking business and:

(a)           if such day relates to any interest rate settings as to a LIBOR Rate Loan denominated in Dollars, any funding, disbursements, settlements and payments in Dollars in respect of any LIBOR Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any LIBOR Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b)           if such day relates to any interest rate settings as to a LIBOR Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such LIBOR Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such LIBOR Rate Loan, means a TARGET Day; and

(c)           if such day relates to any fundings, disbursements, settlements, issuances and payments in connection with any Letters of Credit in a Permitted Foreign L/C Currency, means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

" Dollar Amount " means (a) with respect to each Loan made or continued (or to be made or continued), or Letter of Credit issued or extended (or to be issued or extended), in Dollars, the principal amount thereof, (b) with respect to each Loan made or continued (or to be made or continued), in an Alternative Currency, the amount of Dollars which is equivalent to the principal amount of such Loan, at the most favorable spot exchange rate determined by the Administrative Agent at approximately 11:00 a.m. London time two (2) Business Days before such Loan is made or continued (or to be made or continued) and (c) with respect to each Letter of Credit issued or extended (or to be issued or extended) in a Permitted Foreign L/C Currency, the amount of Dollars which is equivalent to the face amount of such Letter of Credit, at the most favorable spot exchange rate determined by the Administrative Agent at approximately 11:00 a.m. London time two (2) Business Days before such Letter of Credit is issued or extended (or

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to be issued or extended). When used with respect to any other sum expressed in an Alternative Currency or a Permitted Foreign L/C Currency, " Dollar Amount " shall mean the amount of Dollars which is equivalent to the amount so expressed in such Alternative Currency or Permitted Foreign L/C Currency, as applicable, at the most favorable spot exchange rate determined by the Administrative Agent to be available to it at the relevant time.

" L/C Obligations " means at any time, the Dollar Amount equal to the sum of (a) the aggregate undrawn and unexpired amount of then outstanding Letters of Credit, (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5 , and (c) all other interest, indemnities, Reimbursement Obligations, commissions, fees and expenses owed to the Issuing Lender and Administrative Agent pursuant to Article III .

" Reimbursement Obligation " means the obligation of each Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

" U.S. Borrower Guaranty " means the unconditional guaranty by the U.S. Borrower of the payment of the Obligations of the Borrowers under Article IV of this Agreement.

                (c)           Section 2.7 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting, in lieu thereof, the following new Section 2.7 , to read as follows:

"SECTION 2.7 Nature of Obligations; Bankruptcy Limitations; Agreement for Contribution.

(a)           Nature of Obligations. The Borrowers shall be jointly and severally liable for (x) any Revolving Credit Obligations denominated in the Alternative Currency and (y) any L/C Obligations of the Belgian Borrower. The Belgian Borrower shall not be liable for any Revolving Credit Loans in Dollars made to the U.S. Borrower or any L/C Obligations of the U.S. Borrower.

(b)           Bankruptcy Limitations. Notwithstanding anything to the contrary contained in this Agreement, it is the intention of each Borrower, the Administrative Agent and the Revolving Credit Lenders that, in any proceeding involving the bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution or insolvency or any similar proceeding with respect to any Borrower or its assets, the amount of such Borrower's obligations with respect to the Obligations shall be equal to, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of Applicable Insolvency Laws after giving effect to Section 2.7(c) . To that end, but only in the event and to the extent that after giving effect to Section 2.7(c) , such Borrower's obligations with respect to Obligations or any payment made pursuant to such Obligations would, but for the operation of the first sentence of this Section 2.7(b) , be subject to avoidance or recovery in any such proceeding under Applicable Insolvency Laws after giving effect to Section 2.7(c) , the amount of such Borrower's obligations with respect to the Obligations shall be limited to the largest

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amount which, after giving effect thereto, would not, under Applicable Insolvency Laws, render such Borrower's obligations with respect to the Obligations unenforceable or avoidable or otherwise subject to recovery under Applicable Insolvency Laws. To the extent any payment actually made pursuant to the Obligations exceeds the limitation of the first sentence of this Section 2.7(b) and is otherwise subject to avoidance and recovery in any such proceeding under Applicable Insolvency Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation and the Obligations as limited by the first sentence of this Section 2.7(b) shall in all events remain in full force and effect and be fully enforceable against such Borrower. The first sentence of this Section 2.7(b) is intended solely to preserve the rights of the Administrative Agent and the Lenders hereunder against such Borrower in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither such Borrower nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

(c)           Agreement for Contribution. The Borrowers hereby agree among themselves that, if the U.S. Borrower shall make an Excess Payment (as defined below) in connection with any Alternative Currency Loans made to the Belgian Borrower or any L/C Obligations of the Belgian Borrower, the U.S. Borrower shall have a right of contribution from the Belgian Borrower for such Excess Payment. The payment obligations of the U.S. Borrower under this Section 2.7(c) shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been paid in full, and neither Borrower shall exercise any right or remedy under this Section 2.7(c) against the other Borrower until the Obligations have been paid in full. For purposes of this Section 2.7(c) , " Excess Payment " shall mean the amount paid by the U.S. Borrower for (x) any Revolving Credit Obligations in connection with Alternative Currency Loans made to the Belgian Borrower and (y) any L/C Obligations of the Belgian Borrower . No Borrower shall have any right of subrogation, indemnity or reimbursement under Applicable Law in respect of any payment of Revolving Credit Obligations or L/C Obligations (other than the contribution rights set forth in this Section 2.7(c) ) against the other Borrower. No Person other than a Lender or Borrower may rely on the provisions of this Section 2.7(c) . Notwithstanding the foregoing, should no Default or Event of Default exist or be caused thereby, the Belgian Borrower may reimburse the U.S. Borrower for any Excess Payment."

                (d)           Article III of the Credit Agreement is hereby amended by deleting such Article in its entirety and substituting, in lieu thereof, the following new Article III , to read as follows:

"ARTICLE III

LETTER OF CREDIT FACILITY

SECTION 3.1 L/C Commitment . Subject to the terms and conditions hereof, the Issuing Lender agrees to issue commercial letters of credit and standby letters of credit (collectively, " Letters of Credit ") for the account of either Borrower on any Business Day from the Closing Date to but not including the fifth (5 ^th ) Business Day prior to the Letter

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of Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided , that the Issuing Lender shall have no obligation to issue any Letter of Credit if (a) after giving effect to such issuance, the Dollar Amount of such L/C Obligations would exceed the Dollar Amount of the L/C Commitments or (b) prior to such issuance, (1)(i) in the case of a request for a Letter of Credit by either Borrower in Dollars, the U.S. Borrower has not deposited with the Administrative Agent an amount in Dollars (or other liquid assets acceptable to the Administrative Agent (in its sole discretion) subject to the Administrative Agent's standard advance rates or margin requirements for such liquid assets) equal to the face amount of such Letter of Credit to be issued (the " Dollar L/C Deposit ") or (ii) in the case of a request for a Letter of Credit by either Borrower in the Permitted Foreign L/C Currency, the U.S. Borrower has not deposited with the Administrative Agent an amount in Dollars (or other liquid assets acceptable to the Administrative Agent (in its sole discretion) subject to the Administrative Agent's standard advance rates or margin requirements for such liquid assets) equal to the Dollar Amount of one hundred and twenty percent (120%) of the face amount of such Letter of Credit to be issued (the " Foreign L/C Deposit " and together with the Dollar L/C Deposit, the " L/C Deposit "). Each Letter of Credit shall (a) be denominated in either Dollars or a Permitted Foreign L/C Currency, (b) shall be in minimum amounts of $25,000 (or the Permitted Foreign L/C Currency Amount thereof with respect to any Letter of Credit denominated in a Permitted Foreign L/C Currency), or such lesser amount as agreed to by the Issuing Lender, (c) be a commercial letter of credit or standby letter of credit issued to support obligations of the applicable Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (d) expire on a date that is no later than the one-year anniversary of the Letter of Credit Maturity Date (or such later date as may be approved by the Issuing Lender in its sole and absolute discretion) and (e) be subject to the Uniform Customs (for commercial letters of credit) and/or ISP98 (for standby letters of credit), as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

SECTION 3.2 Procedure for Issuance of Letters of Credit . Either Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering (a) to the Issuing Lender at the Administrative Agent's Office a Letter of Credit Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request (which information shall include the currency (Dollars or the Permitted Foreign L/C Currency) in which the Letter of Credit shall be denominated) and (b) the applicable L/C Deposit by the U.S. Borrower. Upon receipt of a completed Letter of Credit Application and the applicable L/C Deposit, the Issuing Lender shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith (the " L/C Support Documents ") in accordance with its customary procedures and, so long as such Letter of Credit Application, the L/C Support

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Documents and any language necessary for the requested Letter of Credit are finalized in form and substance satisfactory to the Issuing Lender (in the sole discretion of the Issuing Lender), subject to Section 3.1 and Article VI , the Issuing Lender shall issue the Letter of Credit requested thereby within five (5) Business Days by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall promptly furnish to the applicable Borrower a copy of such Letter of Credit.

SECTION 3.3 Commissions and Other Charges .

(a)           Issuance Fee. The Borrower requesting a Letter of Credit hereunder (or requesting an extension of a Letter of Credit hereunder) shall pay in advance to the Issuing Lender an issuance fee (or extension fee, as applicable) with respect to such Letter of Credit equal to the Dollar amount of the face amount of such Letter of Credit multiplied by one-half of one percent (0.500%) per annum calculated and/or pro-rated from the date of issuance (or extension) of such Letter of Credit to the expiration date of such Letter of Credit. Such issuance fee (or extension fee) shall be due and payable in advance in full on the date of issuance (or date of extension) of a requested Letter of Credit.

(b)           Other Costs. In addition to the foregoing fees and commissions, the Borrower requesting such Letter of Credit hereunder 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, effecting payment under, amending or otherwise administering any Letter of Credit. For clarification purposes, unless otherwise agreed by the Issuing Lender, the commissions, fees, charges, costs and expenses of the Borrowers payable pursuant to Article III shall be payable in Dollars (and in the applicable Dollar Amount for Letters of Credit denominated in the Permitted Foreign L/C Currency).

SECTION 3.4 Reimbursement Obligation of the Borrowers. (a) In the event of any drawing under any Letter of Credit, the applicable Borrower that requested such Letter of Credit agrees to reimburse, in same day funds in the applicable currency in which such Letter of Credit was denominated (either Dollars or a Permitted Foreign L/C Currency) the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3 incurred by the Issuing Lender in connection with such payment (other then those payable pursuant to Section 3.5(c) below). If the applicable Borrower shall fail to reimburse the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

(b)           Exchange Indemnification and Increased Costs. The applicable Borrower that requested such Letter of Credit shall, upon demand from any Issuing Lender, pay to such Issuing Lender, the amount of (i) any loss or cost or increased cost incurred by such Issuing Lender, (ii) any reduction in any amount payable to or in the effective return on

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the capital to such Issuing Lender, (iii) any currency exchange loss, in each case that such Issuing Lender sustains as a result of such Borrower's repayment in Dollars of any Letter of Credit denominated in an Permitted Foreign L/C Currency. A certificate of such Issuing Lender setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Issuing Lender shall be conclusively presumed to be correct save for manifest error.

SECTION 3.5 Obligations Absolute . Each of the Borrower's obligations under this Article III (including, without limitation, the Reimbursement Obligations) shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which either Borrower may have or has had against the Issuing Lender or any beneficiary of