Common use of CONDITIONS TO EFFECTIVENESS AND LENDING Clause in Contracts

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.032.0. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There The Borrower shall have occurred no Material Adverse Change since December 31, 1997notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there The Borrower shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretopaid all fees and other amounts due and payable. (c) The Company Borrower shall have repaid all outstanding advances and shall have paid all accrued fees and expenses other amounts payable under each of the Agent Existing Credit Facilities and the Lenders in respect of this Agreementcommitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, ; and (ii) No no event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the Board board of Directors directors of the Company Borrower approving this Agreement Agreement, the Notes and the Notes of the CompanyIndemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes and such Notesthe Indemnity Agreement. (iiiv) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement Agreement, the Notes and the Notes of the Company Indemnity Agreement and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (vviii) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of Xxxxx & Xxxxx, counsel for the CompanyBorrower, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably requesthereto. (viix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAdministrative Agent. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfiedsatisfied it being understood and agreed that all of the conditions set forth in this Section 3.01 were satisfied on or about October 30, 2000: (a) There shall have occurred no Material Adverse Change since December 31, 19971999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretohereto that could reasonably be expected to have a Material Adverse Effect. (c) The Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Company shall have paid all invoiced accrued fees and expenses of the Agent and the Lenders in respect (including the invoiced accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Inside Counsel of the Company, substantially in the form of Exhibit G F hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viii) Such The Company shall have terminated (or shall simultaneously terminate) the commitments, and paid in full all Debt, interest, fees and other approvalsamounts outstanding, opinions or documents under (i) the $150,000,000 Amended and Restated 364-Day Credit Agreement dated as any Lenderof May 26, through 2000 (the Agent"$150,000,000 Credit Agreement") among The Geon Company, may reasonably requestGeon Canada Inc., the lenders and arrangers parties thereto and Citicorp USA, Inc., as administrative agent, (ii) the Credit Agreement dated as of August 16, 1999 (the "Geon Multiyear Credit Agreement") among The Geon Company, the lenders and arrangers parties thereto and Citicorp USA, Inc., as administrative agent, and NationsBank of North Carolina, N.A., as co-agent and (iii) the Multi-Currency Credit and Guaranty Agreement dated as of January 31, 1997 (the "Hanna Credit Agreement") among, M.A. Hanna Company, the lenders xxrties thereto, Bank of America, X.X., as agent, and Bank of America International, as subagent, and each of the Lenders that is a party to each such credit facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the $150,000,000 Credit Agreement, Section 2.05 of the Geon Multiyear Credit Agreement and Section 2.08(a) of the Hanna Credit Agreement, respectively, relating to the terminaxxxx of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972002, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxXxxx X. Xxxxxx, Senior Assistant General Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in the form of Exhibit I hereto. (viivi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972003, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, Environmental Action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or or, to the knowledge of the Company Threatened Borrower, threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company Borrower or any of on the Borrower and its SubsidiariesSubsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company Nothing shall have paid all accrued fees and expenses come to the attention of the Agent and Lenders during the course of their due diligence investigation to lead them to believe that the Borrower's public filings under the Securities Exchange Act of 1934 were or have become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders in respect shall have been given such access to the management, records, books of this Agreementaccount, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) On All governmental and third party consents and approvals necessary in connection with the Effective Datetransactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders), except to the following statements extent that the failure to do so would not have a Material Adverse Effect, and shall remain in effect, and no law or regulation shall be true and applicable in the Agent shall have received a certificate signed by a duly authorized officer reasonable judgment of the CompanyLenders that restrains, dated prevents or imposes materially adverse conditions upon the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Defaulttransactions contemplated hereby. (e) The Agent Borrower shall have received on or before notified each Lender and the Effective Date the following, each dated such day, Agent in form and substance satisfactory writing as to the Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17proposed Effective Date. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There Except for matters disclosed in the Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in writing prior to the Effective Date, there shall have occurred no Material Adverse Change since December 31, 19972001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or or, to the knowledge of the Company Threatened Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than except for matters disclosed in the matters described on Schedule 3.01(b) hereto (Company's SEC Reports or except as otherwise disclosed to the "Disclosed Litigation") Agent and the Lenders in writing prior to the Effective Date or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this AgreementLenders. (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx the General Counsel for the Company and of Xxxxx, Senior Counsel of Day, Xxxxxx & Xxxxx, special counsel for the Company, substantially in the form of Exhibit G hereto Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viih) Such The Company shall have given notice to terminate the commitments and, given irrevocable notice to prepay in full all Indebtedness, interest, fees and other approvalsamounts outstanding, opinions or documents under the 364-Day Credit Agreement dated as of December 27, 2001 among the Borrower and certain subsidiaries, the lenders parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to the foregoing credit facility hereby waives, upon the execution of this Agreement, any Lender, through requirement of prior notice relating to the Agent, may reasonably requesttermination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There Except for matters disclosed in the Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in writing prior to the Effective Date, there shall have occurred no Material Adverse Change since December 31, 19972000. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or or, to the knowledge of the Company Threatened Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than except for matters disclosed in the matters described on Schedule 3.01(b) hereto (Company's SEC Reports or except as otherwise disclosed to the "Disclosed Litigation") Agent and the Lenders in writing prior to the Effective Date or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this AgreementLenders. (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxxthe General Counsel for the Company and of Jones, Senior Counsel of the CompanyDay, substantially Reavis & Pogue, special counsel for txx Xxmpany, xxxxxxntixxxx in the form of Exhibit G hereto Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viih) Such The Company shall have given notice to terminate the commitments and, given irrevocable notice to prepay in full all Indebtedness, interest, fees and other approvalsamounts outstanding, opinions or documents under (i) the Multicurrency Revolving Credit Facility Agreement dated as of March 17, 1999 among The B.F. Goodrich Company and certain subsidiaries, as originax xxxxxxxxx, The B.F. Goodrich Company, as guarantor, the lenders parties txxxxxx xxx Xxtibank International plc, as administrative agent, and (ii) each of the bilateral credit facilities listed on Schedule II hereto, and each of the Lenders that is a party to any Lenderof the foregoing credit facilities hereby waives, through upon the Agentexecution of this Agreement, may reasonably requestany requirement of prior notice relating to the termination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971999. (b) There Except as set forth on Schedule IV, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could reasonably likely be expected to have result in a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoChange. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the reasonable fees and expenses of this Agreementa single firm of counsel to the Agent) to the extent invoiced to the Borrower at least one Business Day prior to the Effective Date. (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies Favorable opinions of (A) Assistant General Counsel and Assistant Secretary to the Certificate Borrower substantially in the form of Incorporation Exhibit E-1 hereto and By-Laws of (B) Debevoise and Plimxxxx, xxunsel to the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of the CompanyBorrower, substantially in the form of Exhibit G hereto E-2 hereto, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viii) Such other approvalsThe Borrower shall have terminated the commitments of the lenders and repaid or prepaid all of the Indebtedness under, opinions or documents the Second Amended and Restated Credit Agreement dated as any Lenderof June 25, through 1997 among the AgentBorrower, may reasonably requestthe lenders parties thereto and The Chase Manhattan Bank, as administrative agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Lender Parties shall be satisfied with (1) the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and (ii) the corporate and legal structure and capitalization of each Loan Party, including, without limitation, the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and of each agreement or instrument relating to such structure or capitalization. (b) The Lender Parties shall be satisfied that all obligations of the Borrower under the Existing Credit Agreement, whether for principal, interest, fees, expenses or otherwise, have been or, concurrently with the making of the initial Borrowing, will be paid in full in cash, all "Commitments" (as defined therein) terminated and all Liens securing such Obligations released. (c) The Lender Parties shall be satisfied with the price per share and the number of shares issued and all other legal and tax aspects of the equity offering by Group of shares of its common stock (the "Equity Offering"); the Equity Offering shall have been consummated and Group shall have received at least $140,000,000 in net cash proceeds therefrom. (d) There shall have occurred no Material Adverse Change since December 31January 7, 19971995 and all information provided by or on behalf of the Borrower to the Lenders prior to the delivery of their commitments shall be true and correct in all material aspects. (be) There All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall exist no action, suit, investigation, litigation or proceeding affecting have been obtained (without the Company or imposition of any of its Subsidiaries pending or conditions that are not acceptable to the knowledge Lender Parties) and shall remain in effect, all applicable waiting periods shall have expired without any action being taken by any competent authority and no law or regulation shall be applicable in the reasonable judgment of the Company Threatened before any courtLender Parties that restrains, governmental agency prevents or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of imposes materially adverse conditions upon the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (cf) The Company Borrower shall have paid all accrued fees and expenses of the Agent Managing Agents and the Lenders in respect Lender Parties (including the accrued fees and expenses of this Agreementcounsel to the Agents). (dg) On the Effective Date, the following statements shall be true and the Documentation Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Documentation Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentDocumentation Agent and (except for the Notes) in sufficient copies for each Lender Party: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) A guaranty in substantially the form of Exhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Group Guaranty"), duly executed by Group. (iii) A guaranty in substantially the form of Exhibit G (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by the Guarantors (other than Group). (iv) Certified copies of the resolutions of the Board of Directors of the Company Borrower and each other Loan Party approving this Agreement and Agreement, the Notes of the Companyand each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes and such Noteseach other Loan Document. (iiiv) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the initial Borrowing, listing the charter of such Loan Party and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to such Loan Party's charter on file in his office, (B) such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing under the laws of such jurisdiction. (vi) A certificate of the Borrower and each other Loan Party, signed on behalf of the Borrower and such other Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the initial Borrowing (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the charter of the Borrower or such other Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(h)(v), (B) a true and correct copy of the bylaws of the Borrower and such other Loan Party as in effect on the date of the initial Borrowing and (C) the due incorporation and good standing of the Borrower and such other Loan Party as a corporation organized under the laws of the applicable jurisdiction, and the absence of any proceeding for the dissolution or liquidation of the Borrower or such other Loan Party. (vii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower and each other Loan Party certifying the names and true signatures of the officers of the Company Borrower and such other Loan Party authorized to sign this Agreement and the Notes of the Company Agreement, each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunderhereunder and thereunder. (ivviii) Authenticated copies Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and Welfare Plans, collective bargaining agreements and other arrangements with employees, annual financial statements dated January 7, 1995, interim financial statements dated the end of the Certificate most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of Incorporation and By-Laws a later date within 45 days of the Companyday of the initial Borrowing), pro forma financial statements and forecasts prepared by management of the Borrower, in form and substance satisfactory to the Lender Parties, of balance sheets, of operations and stockholders' equity (deficit) and statements of cash flow on a monthly basis for the first year following the day of the initial Borrowing and on an annual basis for each year thereafter until the Termination Date. (vix) A favorable opinion of J. Xxxxxx XxxxxSkadden, Senior Counsel of Arps, Slate, Xxxxxxx & Xxxx, counsel for the CompanyLoan Parties, in substantially in the form of Exhibit G E hereto and as to such other matters as any Lender Party through the Agent Managing Agents may reasonably request. (vix) A favorable opinion of Shearman & Sterling, counsel for the AgentManaging Agents, substantially in form and substance satisfactory to the form of Exhibit I heretoManaging Agents. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (db) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ec) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxDianx X. Xxxxxxx, Senior Counsel of general counsel for the CompanyBorrower, substantially in the form of Exhibit G E hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change material adverse change in the properties, business, profits or condition (financial or otherwise) of the Borrower or of the Borrower and its Subsidiaries taken as a whole since December October 31, 19971999. (b) There Except as set forth under the heading "Legal Proceedings" in the Borrower's 1999 Form 10-K, there shall exist no action, suit, investigation, litigation suit or proceeding affecting the Company or any of its Subsidiaries pending against, or to the knowledge of the Company Threatened Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any courtcourt or arbitrator or any governmental body, governmental agency or arbitrator that official (i) in which there is reasonably likely to a reasonable possibility of an adverse determination which would have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect which in any manner draws into question the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoNotes. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) as agreed separately in respect of this Agreementwriting by the parties to such agreement. (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the general resolutions of the Board of Directors of the Company approving Borrower which authorize the Borrower to enter into this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies A favorable opinion of the Certificate of Incorporation and By-Laws Managing Director, Legal Affairs or of the CompanyVice President, Legal Affairs and Intellectual Property of the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of J. Xxxxxx XxxxxOrrick, Senior Counsel of the CompanyHerrington & Sutcliffe L.L.P., substantially in counsel for txx Xxxroxxx, xxxxxantxxxxx xx the form of Exhibit G E hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date hereof (the "Effective Date") on which ), provided that the following conditions precedent have been satisfiedsatisfied on such date: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company either Loan Party or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company Loan Document or the consummation of the transactions contemplated hereby, hereby and there shall have been no adverse change in the status, or financial effect on the Company any Loan Party or any of its Subsidiaries, Subsidiaries of the Disclosed Litigation from that described on Schedule 3.01(b) heretoin the SEC Reports. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of each Loan Party and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid (i) all accrued fees and expenses of the Agent and the Lenders in with respect of to this Agreement, including fees contemplated in the Information Memorandum, and (ii) all facility fees accrued under the Original Credit Agreement as of the Effective Date. (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eiii) The Parent shall have delivered a certificate, substantially in form of Exhibit E hereto, signed on behalf of the Parent by a Financial Officer of the Parent. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company each Loan Party approving this Agreement and the Notes of the Companyeach Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company each Loan Party authorized to sign this Agreement and the Notes of the Company each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (iv) Authenticated copies An audited Consolidated balance sheet of the Certificate Borrower and its Subsidiaries and the related statements of Incorporation income and By-Laws cash flows of the CompanyBorrower and its Subsidiaries, as of December 31, 1997. (v) A support agreement in substantially the form of Exhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Support Agreement"), duly executed by each Loan Party. (vi) A collateral assignment agreement in substantially the form of Exhibit G (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Collateral Assignment Agreement"), duly executed by the Borrower, together with: (A) acknowledgment copies or stamped receipt copies of proper financing statements (or amendments to financing statements), duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Support Agreement and the Collateral Assignment Agreement, covering the Assigned Rights described in the Support Agreement and the Collateral Assignment Agreement, and (B) completed requests for information, dated on or before the Effective Date, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name the Borrower as debtor, together with copies of such other financing statements. (vii) A favorable opinion of J. Xxxxxx XxxxxC.C. Xxxx, Senior Xxneral Counsel of the CompanyParent and the Borrower, substantially in the form of Exhibit G H hereto and as to such other matters as any Lender through the Agent may reasonably request. (viviii) A favorable opinion of Shearman King & SterlingSpalding, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972003, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this Agreement.. 42 (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxXxxx X. Xxxxxx, Senior Assistant General Counsel of the Company, substantially in the form of Exhibit G F hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in the form of Exhibit I H hereto. (viivi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them reasonably to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Tim Xxxxx, Senior Xxsistant General Counsel of for the CompanyBorrower, substantially in the form of Exhibit G D hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.032.04. Sections 2.01 2.01, 2.03 and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The terms and conditions of the Transaction shall be satisfactory to the Lender Parties; and the Transaction shall have been consummated strictly in accordance with the terms of the Stock Purchase Agreement, without any waiver or amendment of any material term, provision or condition set forth therein, and in compliance with all applicable laws. (b) The Stock Purchase Agreement shall be in full force and effect. (c) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of Paxar and each of its Subsidiaries, including the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (d) There shall have occurred (i) no Material Adverse Change since December 31, 19971995 and (ii) no material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company and its Subsidiaries, taken as a whole, since December 31, 1995. (be) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Paxar or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to adversely affect the legalityTransaction, validity or enforceability of this Agreement or any Note of the Company Facilities or the consummation of the transactions contemplated hereby. (f) The Lenders shall have completed a due diligence investigation of Paxar and its Subsidiaries and of the Company and its Subsidiaries in scope, and there with results, satisfactory to the Lender Parties, and nothing shall have come to the attention of any of the Lender Parties during the course of such due diligence investigation to lead them to believe that the Information Memorandum was or has become 42 36 misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lender Parties shall have been no adverse change in given such access to the statusmanagement, or financial effect on records, books of account, contracts and properties of Paxar and its Subsidiaries and of the Company or any of and its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoSubsidiaries as they shall have requested. (cg) The Company All governmental and third party consents and approvals necessary in connection with the Transaction, the Facilities and the other transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (h) All of the information provided by or on behalf of Paxar to the Administrative Agent and the Lender Parties prior to their commitment (the "Pre-Commitment Information") shall be true and correct in all material aspects; and no additional information shall have come to the attention of the Administrative Agent or of any of the Lenders that is inconsistent in any material respect with the Pre-Commitment Information or that could reasonably be expected to have a Material Adverse Effect. (i) Paxar shall have notified each Lender Party and the Administrative Agent in writing as to the proposed Effective Date. (j) Paxar shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect Lender Parties (including the accrued fees and expenses of this Agreementcounsel to the Administrative Agent). (dk) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the CompanyPaxar, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (el) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Notes) in sufficient copies for each Lender Party: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders. (ii) Certified copies of (A) the resolutions of the Board of Directors of Paxar and each other Loan Party approving the Company approving Transaction, this Agreement Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a party, (B) the Notes bylaws of the Company, Paxar and of each other Loan Party and (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction, this Agreement Agreement, the Notes, each other Loan Document and such Noteseach Related Document. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Paxar and each other Loan Party certifying the names and true signatures of the officers of the Company Paxar and such other Loan Party authorized to sign this Agreement Agreement, the Notes, each other Loan Document and the Notes of the Company each Related Document to which they are or are to be parties and the other documents to be delivered hereunder.. 43 37 (iv) Authenticated copies A copy of the Certificate charter of Incorporation Paxar, the Company and By-Laws each other Loan Party and each amendment thereto, certified (as of a date reasonably near the Effective Date) by the Secretary of State of the Companyjurisdiction of its incorporation as being a true and correct copy thereof. (v) A pledge agreement in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by Paxar and the other Loan Parties (other than the Company), together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt referred to therein indorsed in blank, (B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the day of the Initial Extension of Credit under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name Paxar as debtor, together with copies of such other financing statements, and (D) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken. (vi) A guaranty in substantially the form of Exhibit G hereto (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each of the Subsidiary Guarantors (other than the Company). (vii) Certified copies of each of the Related Documents, duly executed by the parties thereto and in form and substance satisfactory to the Lender Parties, together with all agreements, instruments and other documents delivered in connection therewith. (viii) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements dated December 31, 1995, interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the Effective Date), pro forma financial statements as to Paxar and forecasts prepared by management of Paxar, in form and substance satisfactory to the Lender Parties, of balance sheets, income 44 38 statements and cash flow statements on an annual basis for each year following the Effective Date until the Termination Date. (ix) Certificates, in form and substance satisfactory to the Lender Parties, attesting to the Solvency of each Loan Party after giving effect to the Transaction and the other transactions contemplated hereby, from its chief financial officer. (x) Evidence of insurance with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lender Parties, including, without limitation, business interruption insurance. (xi) A favorable opinion of J. Xxxxxx XxxxxSnow Beckxx Xxxuxx X.X., Senior Counsel of the Companycounsel for Paxar, substantially in the form of Exhibit G H-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (vixii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAdministrative Agent. (viixiii) Such other approvals, opinions Evidence satisfactory to the Administrative Agent of (A) the termination of the Chemical Credit Agreement and the Bankers Trust Credit Agreements and (B) the payments in full of all amounts due under or documents as any Lender, through in respect of the Agent, may reasonably requestChemical Credit Agreement and the Bankers Trust Credit Agreements.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2002 and on Schedule 3.01(a), since December 31, 2001 there shall have occurred no Material Adverse Change since December 31, 1997Change. (b) There As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Consolidated Subsidiaries pending or or, to the knowledge of the Company Threatened its knowledge, threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified the Agent as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders in respect (including the accrued fees and invoiced expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.18. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Revolving Credit Notes of the Companyto be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the such Notes of the Company to be delivered by it and the other documents to be delivered by it hereunder. (iv) Authenticated copies A favorable opinion of the Certificate of Incorporation and By-Laws General Counsel or Associate General Counsel of the CompanyBorrower, in form and substance satisfactory to the Agent. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viii) Such The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other approvalsamounts outstanding, opinions or documents under the 364-Day Credit Agreement dated as any Lenderof August 7, through 2001 among the AgentBorrower, may reasonably requestthe lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.032.04. Sections 2.01 and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972004, except as disclosed in the Interim Financial Statements. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely expected to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company shall have notified the Agent, who will promptly notify each Lender, in writing as to the proposed Effective Date. (f) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default, and (iii) The Company has terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding under (A) the 364-Day Revolving Credit Agreement dated as of March 11, 2005 among the Company, the lenders parties thereto and Citibank, N.A., as agent, and (B) the Five Year Revolving Credit Agreement dated as of May 29, 2001 among the Company, the lenders parties thereto and Citibank, N.A., as agent. By execution of this Agreement, each of the Lenders that is a lender under the credit agreement referred to in clause (iii) above hereby waives the requirement set forth in Section 2.06 of each such credit agreement of three business days' prior notice to the termination of their commitments thereunder. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the CompanyLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Loan Documents. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company Loan Documents and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxxeach of Jane G. Davis, Senior Counsel of Vice President, Secretary and General Counsex xx xxx Xxxxower, and Miles & Stockbridge P.C., counsel for the CompanyBorrower, substantially in the form of Exhibit G hereto D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viii) Such The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other approvalsamounts outstanding, opinions or documents under (i) the $200,000,000 364-Day Credit Agreement dated as any Lenderof March 11, through 2005 among the AgentBorrower, may reasonably requestthe lenders parties thereto and Citibank, N.A., as administrative agent, and (ii) the $400,000,000 Five Year Credit Agreement dated as of May 29, 2001 among the Borrower, the lenders parties thereto and Citibank, N.A., as administrative agent. Each of the Lenders that is a party to the either of the above described credit agreements, by execution hereof, hereby waives the requirement of prior notice to the termination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972000 except as disclosed by the Company in writing to the Lenders prior to the date of execution of this Agreement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of and its SubsidiariesSubsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders that shall have been invoiced as of the Effective Date (including the accrued fees and expenses of counsel to the Agent), in respect each case solely to the extent such fees and expenses are required by other provisions of this AgreementAgreement to be so paid. (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties of the Company contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders Lenders, respectively, to the extent requested by any Lender pursuant to Section 2.172.18. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement (including the Commitment Increase contemplated by Section 2.05(c)) and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxRobert M. Reese, Senior Vice President and General Counsel of the Companyox xxx Xxxxxxx, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viivi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably requestrequest prior to the Effective Date. (h) The Company shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under (i) the Existing Credit Agreement and (ii) the $200,000,000 364-Day Credit Agreement dated as of December 15, 1995 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement") among the Borrower, as borrower, the lenders nd arrangers parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the Existing Credit Agreement and Section 2.05 of the 364-Day Credit Agreement, respectively, relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03this Agreement. Sections 2.01 and 2.03 of this This Agreement shall become effective on and as of the first date hereof (the "Effective Date") on which ), provided that the following conditions precedent have been satisfiedsatisfied on such date: (a) There shall have occurred no Material Adverse Change since December 31, 19972004, except as shall have been disclosed or contemplated in the SEC Reports. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there The Lenders shall have been no adverse change in given such access, as such Lenders have reasonably requested, to the statusmanagement, or financial effect on the Company or any records, books of its Subsidiariesaccount, contracts and properties of the Disclosed Litigation from that described on Schedule 3.01(b) heretoBorrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid (i) all accrued fees and reasonable expenses of the Agent and the Lenders with respect to this Agreement for which the Agent shall have made reasonable demand in respect of this Agreementaccordance with Section 8.04 on or prior to the Effective Date, and (ii) all fees owing on the Effective Date under Section 2.03(d) hereof, together with all other fees and expenses accrued under the Existing Credit Agreement to but not including the Effective Date. (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized officer Financial Officer of the CompanyBorrower, dated the Effective Date, stating stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company Notes, if any, to the order of each Lender requesting the Lenders to issuance of a Note as of the extent requested by any Lender Closing Date pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the Companyeach Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (iv) Authenticated copies Favorable opinion letters of X. X. Xxxxxx, the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior General Counsel of the CompanyBorrower and Hunton & Xxxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibit G Exhibits E-1 and E-2, respectively, hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion Evidence satisfactory to the Agent that (x) all loans and letters of Shearman & Sterlingcredit (other than the letters of credit, counsel for if any, identified on Schedule II to the Agent, substantially DTE Credit Agreement or Schedule II to the Amended and Restated DTE Credit Agreement) outstanding and other fees and amounts owed to the lenders or agents under the Terminating Agreements have been paid in full and (y) the form of Exhibit I heretoTerminating Agreements have been terminated. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Lender Parties shall be satisfied that all obligations of the Borrower under the Existing Credit Agreement, whether for principal, interest, fees, expenses or otherwise, have been or, concurrently with the making of the initial Borrowing, will be paid in full in cash and all "Commitments" (as defined therein) terminated. (b) There shall have occurred no Material Adverse Change since December 31January 4, 1997. (b) There shall exist no action, suit, investigation, litigation 1997 and all information provided by or proceeding affecting on behalf of the Company or any of its Subsidiaries pending or Borrower to the knowledge Lenders prior to the delivery of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, their commitments shall be true and there shall have been no adverse change correct in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoall material aspects. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, all applicable waiting periods shall have expired without any action being taken by any competent authority and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company Borrower shall have paid all accrued and invoiced fees and expenses of the Agent Managing Agents and the Lenders in respect Lender Parties (including the accrued and invoiced fees and expenses of this Agreementcounsel to the Agents). (de) On the Effective Date, the following statements shall be true and the Documentation Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ef) The Documentation Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentDocumentation Agent and in sufficient copies for each Lender Party: (i) The Revolving Credit Notes A guaranty in substantially the form of Exhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the Company to the order of the Lenders to the extent requested "Group Guaranty"), duly executed by any Lender pursuant to Section 2.17Group. (ii) A guaranty in substantially the form of Exhibit G (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by the Guarantors (other than Group). (iii) Certified copies of the resolutions of the Board of Directors of the Company Borrower and each other Loan Party approving this Agreement and the Notes of the Companyeach other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach other Loan Document. (iiiiv) A certificate of the Secretary or an Assistant Secretary of the Company Borrower and each other Loan Party certifying the names and true signatures of the officers of the Company Borrower and such other Loan Party authorized to sign this Agreement and the Notes of the Company Agreement, each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation hereunder and By-Laws of the Companythereunder. (v) A favorable opinion of J. Xxxxxx XxxxxSkadden, Senior Counsel of Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the CompanyLoan Parties, in substantially in the form of Exhibit G E-1 hereto and as to such other matters as any Lender Party through the Agent Managing Agents may reasonably request. (vi) A favorable opinion of Shearman & SterlingXxxxxxx X. Xxxxxxxxxxx, counsel General Counsel for the AgentBorrower, in substantially in the form of Exhibit I hereto. (vii) Such E-2 hereto and as to such other approvals, opinions or documents matters as any Lender, Lender Party through the Agent, Managing Agents may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Assistant General Counsel of the Company, substantially in the form of Exhibit G F hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I H hereto. (viivi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request. (f) The Company shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under (i) the $750,000,000 Credit Agreement dated as of June 30, 1995 (the "$750,000,000 Credit Agreement") among the Company, the lenders and arrangers parties thereto and Citibank, as administrative agent, (ii) the $900,000,000 364 Day Backstop Credit Agreement dated as of October 9, 1998 (the "Backstop Credit Agreement") among the Borrower, as borrower, the lenders and arrangers parties thereto and Citibank, as administrative agent, and (iii) the $1,325,000,000 Credit Agreement dated as of April 15, 1997 (the "Honeywell Credit Agreement") among Honeywell Inc., as borrower, Xxxxxx Guaranty Trust Company of New York, as documentation agent, Citicorp USA, Inc., as syndication agent, Chase Securities Inc. and X.X. Xxxxxx Securities Inc., as co-arrangers, and The Chase Manhattan Bank, as administrative agent, and each of the Lenders that is a party to each such credit facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the $750,000,000 Credit Agreement, Section 2.05 of the Backstop Credit Agreement and Section 2.12 of the Honeywell Credit Agreement, respectively, relating to the termination of commitments thereunder. (g) All of the conditions precedent to the Merger Agreement (or as amended in a manner satisfactory to the Lenders) shall have been satisfied, including, without limitation, expiration or termination of the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Act and receipt of all applicable approvals, and the merger contemplated thereby shall have been effected.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrowers or any of its their respective Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid (i) to the Agent for the account of each Lender the upfront fees as agreed prior to the Effective Date by the Company and the Lenders and (ii) all accrued fees and expenses of the Agent (including the billed fees and expenses of counsel to the Lenders in respect of this AgreementAgent). (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each of the CompanyBorrowers, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.15. (ii) Certified copies of the resolutions of the Board of Directors of each of the Company Borrowers approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company each Borrower certifying the names and true signatures of the officers of the Company such Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies A favorable opinion of Morgan, Lewis & Bockius LLP, counsel for the Certificate Borrowers, subxxxxxxxxxx xx thx xxxx of Incorporation Exhibit D-1 hereto and By-Laws of as to such other matters as any Lender through the CompanyAgent may reasonably request. (v) A favorable opinion of J. Xxxxxx XxxxxRobert A. Lonergan, Senior General Counsel of the Company, substantially in the form substanxxxxxx xx xxx xxxx of Exhibit G D-2 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viih) Such other approvalsThe Company shall have terminated all outstanding commitments of lenders and paid in full all outstanding debt under the 5-Year Credit Agreement dated as of May 6, opinions or documents 1999 among the Company, the lenders parties thereto and Citibank, as administrative agent. By execution of this Agreement, each of the Lenders that is a lender under such credit agreement hereby waives any Lender, through requirement set forth in such credit agreement of prior notice to the Agent, may reasonably requesttermination of its commitment thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxSusan F. Marrinan, Senior General Counsel of the CompanyBorrower, and a xxxxxxxxx xxxxxxx of Foley & Lardner, counsel to the Borrower, substantially in the xxx form of Exhibit G hereto D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation litigation, arbitration or proceeding (including, without limitation, any Environmental Action) affecting the Company Borrower or any of its Subsidiaries pending or or, to the knowledge of the Company Threatened Borrower, threatened before any court, governmental agency or arbitrator that (i) is either individually or in the aggregate, could be reasonably likely expected to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to adversely affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, ; and there shall have been no adverse change in the status, or financial effect on the Company Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company All governmental and third party consents and approvals necessary in connection with this Agreement and the Notes and with the transactions contemplated hereby shall have paid been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect; and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions on this Agreement or any Note or upon any of the transactions contemplated hereby. (d) All accrued fees and reasonable out-of-pocket expenses of the Administrative Agent (including, without limitation, all reasonable accrued fees and expenses of counsel for the Administrative Agent for which a reasonably detailed invoice has been delivered to the Borrower at least two Business Days prior to the Effective Date) shall have been paid in full. (e) All amounts owing by the Borrower or any of its Subsidiaries under either of the Existing Credit Agreements shall have been, or concurrently with any initial Borrowing made on the Effective Date shall be, paid in full, and all commitments of the Lenders lenders thereunder shall have been, or concurrently with any initial Borrowing made on the Effective Date shall be, terminated in respect accordance with the terms of this such Agreement. (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer Responsible Officer of the CompanyBorrower, dated the Effective Datesuch date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, andas though made on and as of such date; (ii) No event has occurred and is continuing continuing, or shall occur as a result of the occurrence of the Effective Date, that constitutes a Default; and (iii) The conditions precedent set forth in subsections (a) through (f) of this Section 3.01 have been satisfied. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such daydate, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of each of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) appropriate resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.and

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There Except for matters disclosed in the Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in writing prior to the Effective Date, there shall have occurred no Material Adverse Change since December 31, 19972000. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or or, to the knowledge of the Company Threatened Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than except for matters disclosed in the matters described on Schedule 3.01(b) hereto (Company's SEC Reports or except as otherwise disclosed to the "Disclosed Litigation") Agent and the Lenders in writing prior to the Effective Date or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this AgreementLenders. (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxxthe General Counsel for the Company and of Jones, Senior Counsel of Day, Reavis & Pogue, special counsel for the CompanyXxxxxny, substantially in subxxxxxxallx xx the form of Exhibit G hereto Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viih) Such The Company shall have given notice to terminate the commitments and, given irrevocable notice to prepay in full all Indebtedness, interest, fees and other approvalsamounts outstanding, opinions or documents under (i) the Multicurrency Revolving Credit Facility Agreement dated as of March 17, 1999 among The B.F. Goodrich Company and certain subsidiaries, as original xxxxxxxxx, Xhe B.F. Goodrich Company, as guarantor, the lenders parties thxxxxx xxx Xxxibank International plc, as administrative agent, and (ii) each of the bilateral credit facilities listed on Schedule II hereto, and each of the Lenders that is a party to any Lenderof the foregoing credit facilities hereby waives, through upon the Agentexecution of this Agreement, may reasonably requestany requirement of prior notice relating to the termination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.032.04. Sections 2.01 2.01, 2.03 and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Paxar or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to adversely affect the legality, validity or enforceability of this Agreement or any Note of the Company Facilities or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company All governmental and third party consents and approvals necessary in connection with the Facilities and the other transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) Paxar shall have notified each Lender Party and the Administrative Agent in writing as to the proposed Effective Date. (e) Paxar shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect Lender Parties (including the accrued fees and expenses of this Agreementcounsel to the Administrative Agent). (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Company, Paxar dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAdministrative Agent and in sufficient copies for each Lender Party: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Paxar and each other Loan Party certifying the names and true signatures of the officers of the Company Paxar and such other Loan Party authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (ii) A copy of the charter of Paxar and each amendment thereto, certified (as of a date reasonably near the Effective Date) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof. (iii) A consent executed by Paxar Capital to the amendment and restatement of the Existing Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent. (iv) Authenticated copies Certificates, in form and substance satisfactory to the Lender Parties, attesting to the Solvency of each Loan Party after giving effect to the Certificate of Incorporation Transaction and By-Laws of the Companyother transactions contemplated hereby, from its chief financial officer. (v) A favorable opinion of J. Xxxxxx X. Xxxxx, Senior Counsel of the CompanyEsq., in-house counsel for Paxar, substantially in the form of Exhibit G F-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (vi) A favorable opinion of Shearman & SterlingSnow Xxxxxx Xxxxxx P.C., counsel for Paxar, inform and substance satisfactory to the Administrative Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvalsEvidence satisfactory to the Administrative Agent of termination of the Letter of Credit Agreement dated as of August 1, opinions or documents as any Lender1999 by and between Paxar and SunTrust. (viii) A Guaranty Supplement in substantially the form of Exhibit A to the Subsidiary Guaranty duly executed by each of Monarch, through the AgentPIHI, may reasonably requestUSL and Independent Machine.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this (a) This Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting unless otherwise waived by the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating thatMajority Lenders: (i) The representations and warranties contained herein and in Section 4.01 are the Security Agreement shall be true and correct on and as of the Effective Date as if made on the Effective Date, and. (ii) No event has Event of Default shall have occurred and is continuing that constitutes a Defaultbe continuing. (eiii) The Agent Borrower shall have received on or before executed and delivered to Dxxxxx Xxxxxxxx, as collateral agent for the Effective Date Lenders that certain Security Agreement (the following“Security Agreement”) of even date herewith, each dated such day, in form and substance satisfactory pursuant to which the Borrower has granted to the AgentLenders a lien and security interest in and to all of the Borrower’s Intellectual Property and certain personal property located in the State of Missouri to secure payment of the Notes. (iv) No judgment creditor of the Borrower shall have executed, or initiated proceedings to execute, one or more judgments for the payment of money. (v) Each party hereto shall have delivered to Dxxxxx Xxxxxxxx, as collateral agent for the Lendersduly executed counterparts of (A) this Agreement; (B) the Security Agreement; (C) the Notes and (D) the Warrants. (b) The obligations of the Lenders to fund the loans set forth on Schedule 1 hereto are subject to the following conditions precedent: (i) The Revolving Credit Notes representations and warranties contained herein and in the Security Agreement shall be true and correct as of the Company to Funding Date as if made on the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Funding Date. (ii) Certified copies No Event of the resolutions of the Board of Directors of the Company approving this Agreement Default shall have occurred and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesbe continuing. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972002. (b) There The Lead Arrangers shall exist no actionbe satisfied that any and all amounts outstanding (including without limitation all principal, suitinterest, investigationfees and other amounts owed) under the $350,000,000 Revolving Credit Agreement, litigation dated as of March 31, 1998 (as amended, supplemented or proceeding affecting the Company or any of its Subsidiaries pending or otherwise modified from time to the knowledge of the Company Threatened before any courttime, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed LitigationOriginal Revolving Credit Facility") or (ii) purports to affect ), among the legalityBorrower, validity or enforceability of this Agreement or any Note of the Company or lenders party thereto and Citibank, N.A. as Administrative Agent, shall be paid by the consummation of the transactions contemplated herebyBorrower in full, and there such Original Revolving Credit Facility shall have been no adverse change in be cancelled or otherwise terminated prior to or immediately after the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoinitial Advances are made hereunder. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect. (d) The Company Borrower shall have paid all accrued fees and expenses of the Agent Lenders and Agents (including the Lenders in respect accrued fees and expenses of this Agreement. (dcounsel to the Administrative Agent) On and taxes, if any, due and payable hereunder and under the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a DefaultFee Letter. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of Notes, duly executed by the Company Borrower and made payable to the order of the Lenders to the extent each Lender who has requested by any Lender a Note, pursuant to Section 2.172.18(a). (ii) Certified copies of the (A) resolutions of the Board board of Directors directors of the Company Borrower approving this Agreement and the Notes of the Company(if any), and of all documents evidencing other necessary CERC 364-Day Revolving Credit Agreement corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (if any) and (B) certificate of incorporation and bylaws of the Borrower (such Notescertificate, duly executed by an authorized officer of the Borrower, shall state that such resolutions, certificate of incorporation and bylaws are in full force and effect as of the Effective Date). (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company (if any) and the other documents to be delivered hereunder. (iv) Authenticated copies A favorable opinion of Baker Botts LLP, xxxnxxx xor the Certificate of Incorporation Borrower, in form and By-Laws of substance satisfactory to the CompanyAgent. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel the in-house counsel of the CompanyBorrower, substantially in form and substance satisfactory to the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably requestAgent. (vi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAdministrative Agent. (vii) Such If the obligations of the Borrower hereunder are required to be secured, the Pledge Agreement, duly executed by the Borrower, in substantially the form of Exhibit H hereto. (f) The Administrative Agent shall have received from the Borrower such other approvals, opinions or documents as any Lender, Lender through the Agent, Administrative Agent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971994 except as disclosed by the Company in writing to the Lenders prior to the date of execution of this Agreement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of and its SubsidiariesSubsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders that shall have been invoiced as of the Effective Date (including the accrued fees and expenses of counsel to the Agent), in respect each case solely to the extent such fees and expenses are required by other provisions of this AgreementAgreement to be so paid. (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties of the Company contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement (including the Commitment Increase contemplated by Section 2.05(c)) and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxRobert M. Reese, Senior Vice Presidxxx xxx General Counsel of the Company, substantially in the form of Exhibit G G-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of Simpson Thacher & Bartlett, xxxxxxx Xxx Xxxx counsel to the Company, substantially in the form of Exhibit G-2 hereto. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably requestrequest prior to the Effective Date.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTIONS 2.01 and AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective DateEFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, and there incorrect or incomplete in any material respect; without limiting the generality of the foregoing, each Lender shall have been no adverse change in given such access to the statusmanagement, or financial effect on records, books of account, contracts and properties of the Company or any of and its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoConsolidated Subsidiaries as it shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the invoiced accrued fees and expenses of this Agreementcounsel to the Agent). (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such daythe Effective Date, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Finance Committee of the Board of Directors of the Company approving this Agreement and the Notes of the Companyto be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company to be delivered by it and the other documents to be delivered by it hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of Nicholas J. Xxxxxx XxxxxCamera, Senior General Counsel of the Company, substantially in and xx Xxxxxx, Gottlieb, Steen & Hamilton, counsel for the form of Exhibit G hereto Company, substantiallx xx the xxxx xx Exhibits D-2 and as to such other matters as any Lender through the Agent may reasonably requestD-1 hereto, respectively. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viih) Such other approvalsThe termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the 364-Day Credit Agreement dated as of June 27, opinions or documents 2000 among the Company, the lenders parties thereto and Citibank, N.A., as any Lenderadministrative agent; each Lender that is a party to the foregoing Credit Agreement, through by execution of this Agreement, hereby waives the Agent, may reasonably requestrequirement of three Business Days' notice set forth in Section 2.05 of such Credit Agreement for the termination of its commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December March 31, 19972004, except as disclosed in public filings made with the Securities and Exchange Commission prior to October 28, 2004. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto in public filings made with the Securities and Exchange Commission prior to October 28, 2004 (the "“Disclosed Litigation"”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoin public filings with the Securities and Exchange Commission prior to October 28, 2004. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the information provided to the Lenders prior to the Effective Date was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and are in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) to the extent, in respect the case of this Agreementup-front and arrangement fees, invoiced on or before the Effective Date and, in the case of all other fees and expenses, invoiced at least two Business Days before the Effective Date. (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxJxx X. Xxxxxxx, Senior Esq., Vice President and Associate General Counsel of the CompanyBorrower, substantially in the form of Exhibit G D hereto and such other opinions or as to such other matters as the Agent or any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viii) Such other approvalsThe Borrower shall have terminated the commitments of the lenders and repaid or prepaid all of the obligations under, opinions or documents the Credit Agreement dated as of December 31, 2002 among the Borrower, the lenders parties thereto and Citibank, N.A., as administrative agent, and each of the Lenders that is a party to such credit facility hereby waives, upon execution of this Agreement, any Lender, through notice required by said Credit Agreement relating to the Agent, may reasonably requesttermination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972002, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxXxxx X. Xxxxxx, Senior Assistant General Counsel of the Company, substantially in the form of Exhibit G F hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in the form of Exhibit I H hereto. (viivi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxSusan F. Marrinan, Senior Xxxxxxx Counsel of the CompanyBorrower, and a favorable opinion of Foley & Lardner, counsel to txx Xxrrower, substantially in the form of Exhibit G hereto D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viii) Such other approvalsThe Borrower shall have repaid in full of all amounts outstanding and terminated the commitments of the lenders under each of (i) the $75,000,000 364-Day revolving credit agreement dated as of March 23, opinions or documents 1998 between the Borrower and Citibank and (ii) the $100,000,000 five year revolving credit agreement dated as of September 5, 1997 among the Borrower, Citibank, Bank of America NT&SA, The First National Bank of Chicago and Bank of Montreal, and each of the Lenders that is a party to either such credit agreement hereby waives, upon execution of this Agreement, any Lendernotice requirement of such credit agreement relating to the termination of commitments thereunder. (j) The conditions precedent set forth in Section 3.01(a) through (i) of the Five-Year Credit Agreement dated as of August 23, through 1999 among the AgentBorrower, may reasonably requestthe lenders parties thereto, Salomon Smith Barney Xxx., xx xead arranger and book manager, Banc One Capital Markets Inc., as co-arranger, Citibank, as administrative agent, and The First National Bank of Chicago, as syndication agent, shall have been satisfied.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely expected to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified the Agent, who will promptly notify each Lender, in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default, and (iii) The Borrower has terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding the 364-Day Revolving Credit Agreement dated as of May 29, 2002 among the Borrower, the lenders parties thereto and Citibank, N.A., as agent. By execution of this Agreement, each of the Lenders that is a lender under the credit agreement referred to in clause (iii) above hereby waives the requirement set forth in Section 2.05 of such credit agreement of three business days' prior notice to the termination of their commitments thereunder. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Loan Documents. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company Loan Documents and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx each of Xxxx X. Xxxxx, Senior Vice President, Secretary and General Counsel of the CompanyBorrower, and Miles & Stockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit G hereto D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely expected to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified the Agent, who will promptly notify each Lender, in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default, and (iii) The Borrower has terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding the 364-Day Revolving Credit Agreement dated as of May 29, 2001 among the Borrower, the lenders parties thereto and Citibank, N.A., as agent. By execution of this Agreement, each of the Lenders that is a lender under the credit agreement referred to in clause (iii) above hereby waives the requirement set forth in Section 2.05 of such credit agreement of three business days' prior notice to the termination of their commitments thereunder. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Loan Documents. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company Loan Documents and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx each of Xxxx X. Xxxxx, Senior Vice President, Secretary and General Counsel of the CompanyBorrower, and Miles & Stockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit G hereto D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There Except for matters disclosed in the Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in writing prior to the Effective Date, there shall have occurred no Material Adverse Change since December 31, 19972002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or or, to the knowledge of the Company Threatened Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than except for matters disclosed in the matters described on Schedule 3.01(b) hereto (Company's SEC Reports or except as otherwise disclosed to the "Disclosed Litigation") Agent and the Lenders in writing prior to the Effective Date or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this AgreementLenders. (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxxthe General Counsel for the Company and of Xxxxx Day, Senior Counsel of special counsel for the Company, substantially in the form of Exhibit G hereto Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viih) Such The Borrower shall have terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding under (i) the 364-Day Credit Agreement, dated as of September 16, 2002 (the "364-Day Credit Agreement"), among the Company, certain other approvalsborrowers parties thereto, opinions or documents the lenders parties thereto and Citibank, N.A., as any Lenderadministrative agent, through and (ii) the AgentAmended and Restated Three Year Credit Agreement, may reasonably requestdated as of September 23, 2002 (the "Three Year Credit Agreement"), among the Company, certain other borrowers parties thereto, the lenders parties thereto and Citibank, N.A., as administrative agent. By execution of this Agreement, each of the Lenders that is a lender under either of the credit agreements referred to above hereby waives the requirements set forth in (x) Sections 2.05 and 2.10 of the 364-Day Credit Agreement and (y) Sections 2.06 and 2.11 of the Three Year Credit Agreement, of prior notice to the termination of its commitments and prepayment of advances thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.032.04. Sections 2.01 and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied:: CERC 5-Year Revolving Credit Agreement (a) There The Lead Arrangers shall have occurred no Material Adverse Change since December 31be satisfied that any and all amounts outstanding (including without limitation all principal, 1997interest, fees and other amounts owed) under the $250,000,000 3-Year Revolving Credit Agreement, dated as of March 23, 2004 (as amended, supplemented or otherwise modified from time to time, the "Existing 3-Year Revolving Credit Facility"), among the Borrower, the lenders party thereto, and Citigroup Global Markets Inc., as sole lead arranger and sole bookrunning manager, Citicorp USA, Inc., as administrative agent and Bank of America, N.A., Deutsche Bank AG New York Branch, JPMorgan Chase Bank, Wachovia Bank, National Association, Banc One Capital Markets, Inc., Credit Suisse First Boston, Cayman Islands Branch, Keybank National Association and The Royal Bank of Scotland PLC, as co-syndication agents, shall be paid by the Borrower in full, and such Existing 3-Year Revolving Credit Facility shall be cancelled or otherwise terminated prior to or immediately after the initial Advances are made hereunder. (b) There Nothing shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or have come to the knowledge attention of the Company Threatened before Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretomaterial respect. (c) The Company Borrower shall have paid all accrued fees and expenses of the Agent Lenders and the Lenders in respect Administrative Agent (including the accrued fees and expenses of this Agreementcounsel to the Administrative Agent) and taxes, if any, due and payable hereunder and under the Fee Letter. (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of Notes, duly executed by the Company Borrower and made payable to the order of the Lenders to the extent each Lender who has requested by any Lender a Note, pursuant to Section 2.172.20(a). (ii) Certified copies of the (A) resolutions of the Board board of Directors directors of the Company Borrower approving this Agreement and the Notes of the Company(if any), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (if any) and (B) certificate of incorporation and bylaws of the Borrower (such Notescertificate, duly executed by an authorized officer of the Borrower, shall state that such resolutions, certificate of incorporation and bylaws are in full force and effect as of the Effective Date). (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company (if any) and the other documents to be delivered hereunder. (iv) Authenticated copies A favorable opinion of Baker Botts LLP, counsel for the Certificate of Incorporation Borrower, in form and By-Laws of subxxxxxe xxxxsfactory to the CompanyAdministrative Agent. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel the in-house counsel of the CompanyBorrower, substantially in form and substance satisfactory to the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably requestAdministrative Agent. (vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAdministrative Agent. (viie) Such The Administrative Agent shall have received from the Borrower such other approvals, opinions or documents as any Lender, Lender through the Agent, Administrative Agent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.011. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. ------------------------------------------------------------------- Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent -------------- have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) is initiated by any Person other than a Lender in its capacity as a Lender that purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued invoiced fees and expenses of the Agent and the Lenders in respect (including the invoiced fees and expenses of this Agreementcounsel to the Agent). (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The between December 31, 1999 and the Effective Date, there has been no Material Adverse Change; (ii) there is no pending or (to the knowledge of the Borrower) threatened action or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect; (iii) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, ; and (iiiv) No no event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such daythe Effective Date, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The the Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.Lenders, respectively; (ii) Certified certified copies of the resolutions of the Board of Directors of the Company Borrower approving the transactions contemplated by this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes.; (iii) A a certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.; (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A a favorable opinion of J. Xxxxxx XxxxxXxxx Xxxxxxx, Senior Counsel of for the CompanyBorrower, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request.E hereto; and (viv) A a favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972001, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.. 38 (c) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxXxxx X. Xxxxxx, Senior Assistant General Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (viivi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There The Borrower shall have occurred no Material Adverse Change since December 31, 1997notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there The Borrower shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretopaid all fees and other amounts due and payable. (c) The Company Borrower shall have repaid all outstanding advances and shall have paid all accrued fees and expenses other amounts payable under each of the Agent Existing Credit Facilities and the Lenders in respect of this Agreementcommitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, ; and (ii) No no event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the Board board of Directors directors of the Company Borrower approving this Agreement Agreement, the Notes and the Notes of the CompanyIndemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes and such Notesthe Indemnity Agreement. (iiiv) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement Agreement, the Notes and the Notes of the Company Indemnity Agreement and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (vviii) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of Xxxxx & Xxxxx, counsel for the CompanyBorrower, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably requesthereto. (viix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAdministrative Agent. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972003. (b) There Except as set forth on Schedule IV, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could reasonably likely be expected to have result in a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoChange. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and material third-party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the reasonable fees and expenses of this Agreementa single firm of counsel to the Agent) to the extent invoiced to the Borrower at least one Business Day prior to the Effective Date. (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies Favorable opinions of (A) Assistant General Counsel and Assistant Secretary to the Certificate Borrower substantially in the form of Incorporation Exhibit D-1 hereto and By-Laws of (B) Debevoise and Pxxxxxxx LLP, counsel to the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of the CompanyBorrower, substantially in the form of Exhibit G hereto D-2 hereto, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viii) Such other approvalsThe Borrower shall have terminated the commitments of the lenders and repaid or prepaid all of the Indebtedness under, opinions or documents the Credit Agreement dated as of May 10, 2000 among the Borrower, the lenders parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to such credit facility hereby waives, upon execution of this Agreement, any Lender, through notice required by said Credit Agreement relating to the Agent, may reasonably requesttermination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03Section 2.01(a). Sections 2.01 and 2.03 Section 2.01(a) of this Agreement shall become effective on and as of the first date (the "Tranche A Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company any Loan Party or any of its their Subsidiaries pending or or, to the knowledge best of the Company Threatened Borrower's knowledge, threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b3.01(a)(i) hereto (the "Disclosed Litigation") or (ii) purports to adversely affect the legality, validity or enforceability of any material provision of this Agreement Agreement, any Note or any Note of the Company other Loan Document or the consummation of any of the transactions contemplated hereby, . (b) All material governmental and there third party consents and approvals necessary in connection with the transactions contemplated hereby which are required to be obtained by the Borrower in connection with its activities being conducted on such date and all Regulatory Permits shall have been no adverse change obtained and shall remain in the status, or financial effect on the Company or effect; all applicable waiting periods shall have expired without any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoaction being taken by any competent authority. (c) The Company Borrower shall have paid all accrued fees and expenses a minimum amount of $145,000,000 in fully paid-up equity capital, which shall include expenditures of the Agent Parent prior to the date hereof in connection with the development of the business of the Borrower and the Lenders in respect of this Agreementits Subsidiaries. (d) On the Effective Date, the following statements The Supply Agreement shall have been duly executed and delivered and be in full force and effect and there shall be true no material default thereunder, and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Defaultcertified copy thereof. (e) The Intercreditor Agreement shall have been duly executed and delivered and be in full force and effect and there shall be no material default thereunder, and the Administrative Agent shall have received a certified copy thereof. (f) The Collateral Agent Letter shall have been duly executed and delivered and be in full force and effect, and the Administrative Agent shall have received a certified copy thereof. (g) All stock and capital contributions of the Borrower's Subsidiaries shall be owned by the Borrower or one or more of the Borrower's Subsidiaries, in each case free and clear of any Liens (except for the Liens created pursuant to the Security Agreements), except as set forth in Section 4.01(b). (h) The Collateral Agent and/or the Lenders shall have a valid and perfected first-priority Lien and security interest in the capital stock and capital contributions of all the Operating Subsidiaries and, to the extent permitted by applicable law and subject to Permitted Liens, in the Collateral referred to in the Security Agreements, all searches necessary or desirable in connection with such Liens and security interests having been duly made. (i) The Administrative Agent shall have received on or before the Tranche A Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Initial Lender. (ii) Certified copies of A business plan, in form and substance satisfactory to the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such NotesLenders. (iii) A certificate copy of the Secretary or an Assistant Secretary annual audit report for the Borrower for the most recent fiscal year of the Company certifying the names Borrower and true signatures its Subsidiaries, containing Consolidated and consolidating balance sheets of the officers Borrower and its Subsidiaries as of the Company authorized to sign this Agreement end of such fiscal year and the Notes Consolidated and consolidating statements of income and cash flows of the Company Borrower and the other documents to be delivered hereunderits Subsidiaries for such fiscal year. (iv) Authenticated copies Consolidated and consolidating balance sheets of the Certificate of Incorporation Borrower and By-Laws its Subsidiaries as of the Companyend of each fiscal quarter since the most recent fiscal year of the Borrower and Consolidated and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the most recent fiscal year of the Borrower and ending with the end of its most recent fiscal quarter. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel Evidence that the Borrower and its Subsidiaries have obtained Licenses sufficient to permit the operation of the CompanyNetworks up until the seventh anniversary of the date hereof, substantially in form and substance satisfactory to the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably requestLenders. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Assistant General Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (viivi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request. (f) The Company shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under (i) the $750,000,000 Credit Agreement dated as of June 30, 1995 (the "$750,000,000 Credit Agreement") among the Company, the lenders and arrangers parties thereto and Citibank, as administrative agent, (ii) the $900,000,000 364 Day Backstop Credit Agreement dated as of October 9, 1998 (the "Backstop Credit Agreement") among the Borrower, as borrower, the lenders and arrangers parties thereto and Citibank, as administrative agent, and (iii) the $1,325,000,000 Credit Agreement dated as of April 15, 1997 (the "Honeywell Credit Agreement") among Honeywell Inc., as borrower, Xxxxxx Guaranty Trust Company of New York, as documentation agent, Citicorp USA, Inc., as syndication agent, Chase Securities Inc. and J.P. Xxxxxx Securities Inc., as co-arrangers, and The Chase Manhattan Bank, as administrative agent, and each of the Lenders that is a party to each such credit facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the $750,000,000 Credit Agreement, Section 2.05 of the Backstop Credit Agreement and Section 2.12 of the Honeywell Credit Agreement, respectively, relating to the termination of commitments thereunder. (g) All of the conditions precedent to the Merger Agreement (or as amended in a manner satisfactory to the Lenders) shall have been satisfied, including, without limitation, expiration or termination of the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Act and receipt of all applicable approvals, and the merger contemplated thereby shall have been effected.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies An environmental assessment update report dated December 31, 2001 in form, scope and substance reasonably satisfactory to the Lenders prepared by the Borrower as to any material environmental hazards or liabilities to which the Borrower or any of its Subsidiaries may be subject, and the Certificate Lenders shall be reasonably satisfied with the amount and nature of Incorporation any such hazards or liabilities and By-Laws of with the CompanyBorrower's plans with respect thereto. (v) A favorable opinion of J. Xxxxxx XxxxxRoy Smith, Senior General Counsel of for the CompanyBorrower, substantially in the form of thx xxxx xx Exhibit G D hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change Change, in the case of the Parent and its Subsidiaries since December 31, 19971996, and in the case of the Borrower, since the date of its formation. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company either Loan Party or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company Loan Document or the consummation of the transactions contemplated hereby, hereby and there shall have been no adverse change in the status, or financial effect on the Company any Loan Party or any of its Subsidiaries, Subsidiaries of the Disclosed Litigation from that described on Schedule 3.01(b) heretoin the SEC Reports. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of each Loan Party and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this AgreementLenders. (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eiii) The Parent shall have delivered a certificate, substantially in form of Exhibit E hereto, signed on behalf of the Parent by a Financial Officer of the Parent. 29 (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company each Loan Party approving this Agreement and the Notes of the Companyeach Loan Document to which it is a party, and of all documents evidencing other necessary -necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company each Loan Party authorized to sign this Agreement and the Notes of the Company each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (iv) Authenticated copies An unaudited Consolidated balance sheet of the Certificate Borrower and its Subsidiaries and the related statements of Incorporation income and By-Laws cash flows of the CompanyBorrower and its Subsidiaries, as of December 31, 1996 and as filed by the Parent with the Securities and Exchange Commission on Form U-3A-2. (v) A support agreement in substantially the form of Exhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Support Agreement"), duly executed by each Loan Party. (vi) A collateral assignment agreement in substantially the form of Exhibit G (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Collateral Assignment Agreement"), duly executed by the Borrower, together with: (A) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Support Agreement and the Collateral Assignment Agreement, covering the Assigned Rights described in the Support Agreement and the Collateral Assignment Agreement, and (B) completed requests for information, dated on or before the Effective Date, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name the Borrower as debtor, together with copies of such other financing statements. (vii) A favorable opinion of J. Xxxxxx XxxxxC.C. Xxxx, Senior Xxneral Counsel of the CompanyParent and the Borrower, substantially in the form of Exhibit G H hereto and as to such other matters as any Lender through the Agent may reasonably request. (viviii) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viiix) Such other approvalsThe Agent shall have received on or before the Effective Date an executed copy of the Assignment Agreement, opinions or documents as any Lender, through in form and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date hereof (the "Effective Date") on which ), provided that the following conditions precedent have been satisfiedsatisfied on such date: (a) There shall have occurred no Material Adverse Change since December 31, 19971999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company either Loan Party or any of its Significant Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto disclosed or contemplated in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company Loan Document or the consummation of the transactions contemplated hereby, hereby and there shall have been no adverse change in the status, or financial effect on the Company any Loan Party or any of its Subsidiaries, Significant Subsidiaries of the Disclosed Litigation from that described on Schedule 3.01(b) heretodisclosed or contemplated in the SEC Reports. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of each Loan Party and its Significant Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid (i) all accrued fees and reasonable expenses of the Agent and the Lenders in with respect of to this Agreement, including fees contemplated in the Information Memorandum, and (ii) all facility fees accrued under the Existing Credit Agreement as of the Effective Date. (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eiii) The Parent shall have delivered a certificate, substantially in form of Exhibit E hereto, signed on behalf of the Parent by a Financial Officer of the Parent. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company each Loan Party approving this Agreement and the Notes of the Companyeach Loan Document to which it is a party, and of all 41 37 documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company each Loan Party authorized to sign this Agreement and the Notes of the Company each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31June 30, 19971999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Guarantor or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) Certified copies of the resolutions of the Board of Directors of the Guarantor approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (iv) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered by it hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign this Agreement and the other documents to be delivered by it hereunder. (vi) A favorable opinion of J. Xxxxxx XxxxxXxxxxxxxxx, Senior Counsel of counsel for the CompanyBorrower and the Guarantor, substantially in the form of Exhibit G D hereto and as to such other matters as any Lender through the Agent may reasonably request. (vivii) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viih) Such other approvalsThe Borrower shall have terminated the commitments of the lenders, opinions and repaid or documents prepaid all outstanding obligations under, the $100,000,000 Five-Year Credit Agreement dated as any Lenderof June 1, through 1994, as amended, among the AgentBorrower, may reasonably requestthe banks parties thereto and Xxxxxx Guaranty Trust Company of New York, as agent, and each of the Lenders that is a party to such Five-Year Credit Agreement hereby waives the requirement of Section 2.09(i) of such Five-Year Credit Agreement to the extent that such provision requires three days notice to terminate the commitments of the lenders under such Five-Year Credit Agreement.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972000. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely expected to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified the Agent, who will promptly notify each Lender, in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes.and (iii) A certificate The Borrower has terminated the commitments of the Secretary lenders and repaid or an Assistant Secretary of prepaid in full all amounts outstanding under (A) the Company certifying the names Amended and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.Restated Credit Agreement

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or, to its or to the knowledge of the Company Threatened their knowledge, threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretohereto that could reasonably be expected to have a Material Adverse Effect. (c) The Company Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all invoiced accrued fees and expenses of the Agent and the Lenders in respect (including the invoiced accrued reasonable fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 and in each other Loan Document are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) An amended and restated security agreement in substantially the form of Exhibit D hereto (as amended, modified or otherwise supplemented from time to time, the "Security Agreement"), duly executed by the Borrower, together with: (A) acknowledgment copies of proper financing statements, duly filed on or before such day under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed requests for information, dated on or before such day, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name the Borrower as debtor, together with copies of such other financing statements, (C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement and that all other action that the Agent may deem necessary or desirable in order to perfect and protect the Liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords' and bailees' waiver and consent agreements) that the Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (iii) Evidence of the insurance required by the terms of the Collateral Documents, (iv) Favorable opinions of local counsels with respect to the Security Agreement , in form and substance satisfactory to the Agent. (v) Amendments in form and substance satisfactory to the Agent of the deeds of trust and mortgages covering the properties listed in Schedule II hereto and delivered pursuant to the Existing Credit Agreement (as amended, modified or otherwise supplemented from time to time, the "Mortgages"), each duly executed by the Borrower, together with a Mortgage Modification Endorsement to the Lender's title insurance policy delivered with respect to each such Mortgage under the Existing Credit Agreement in form and substance satisfactory to the Agent. (vi) Amendments in form and substance satisfactory to the Agent of the Collateral Trust Agreements, each dated as of January 25, 2002 (as amended, modified or otherwise supplemented from time to time, the "Collateral Trust Agreements") between the Collateral Trustees named therein and the Borrower, duly executed by the Collateral Trustees and the Borrower. (vii) An agreement in form and substance satisfactory to the Agent among the Collateral Trustees, the Borrower, the Agent and the duly authorized representative of the creditors parties to the Receivables Financing (as amended, modified or otherwise supplemented from time to time, the "Intercreditor Agreement"). (viii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the Companyeach other Loan Document, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach other Loan Document. (iiiix) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company each other Loan Document and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (vx) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel in-house counsel of the CompanyBorrower, substantially in the form of Exhibit G E hereto and as to such other matters as any Lender through the Agent may reasonably request. (vixi) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Receivables Financing shall have been consummated having a Total Commitment Amount (as defined in the Receivable Purchase Agreement) of not less than $225,000,000 and having a tenor of not less than three years. (j) The Borrower shall have received cash proceeds of not less than $190,000,000 from the issuance of senior notes in the debt markets having a maturity no earlier than 90 days after the Termination Date, and $87,775,000 of such cash proceeds shall have been delivered to Citibank in accordance with an escrow agreement in substantially in the form of Exhibit I F hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Purchase shall have been consummated in accordance with the terms of the Stock Purchase Agreement, without any waiver or amendment from the date of the Information Memorandum that, in the reasonable judgment of the Lenders, could reasonably be expected to materially adversely affect the ability of the Borrower or either Guarantor to perform their respective obligations hereunder, and in material compliance with all applicable laws. 34 34 (b) There shall have occurred no Material Adverse Change since December 31, 19971997 other than as disclosed in Schedule 3.01(b) hereto. (bc) There shall exist no action, suit, investigation, litigation or proceeding affecting any of the Company Loan Parties or any of its their respective Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b3.01(c) hereto (the "Disclosed Litigation") or (ii) is initiated by any Person other than a Lender in its capacity as a Lender that purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its SubsidiariesLoan Party, of the Disclosed Litigation from that described on Schedule 3.01(b3.01(c) hereto. (cd) All governmental and third party consents and approvals necessary to consummate the Purchase (including, in the case of the Federal Communications Commission approval, the grant of the Federal Communications Commission Transfer Applications) and necessary in connection with the execution, delivery and performance of this Agreement and the Notes shall have been obtained (without the imposition of any conditions that could reasonably be expected to materially adversely affect the ability of any Loan Party to perform its obligations hereunder) and shall remain in effect, and no law or regulation shall be applicable that restrains, prevents or imposes adverse conditions upon the transactions contemplated hereby that could reasonably be expected to materially adversely affect the ability of any Loan Party to perform its obligations hereunder. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued invoiced fees and expenses of the Agent and the Lenders in respect (including the invoiced fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Company approving transactions contemplated by this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company each Loan Party authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated Certified copies of the Certificate of Incorporation Stock Purchase Agreement, duly executed by the parties thereto, together with all agreements, instruments and By-Laws of the Companyother documents delivered in connection therewith. (v) A certificate, in substantially the form of Exhibit D hereto, attesting to the Solvency of each Loan Party after giving effect to the Purchase, the Special Dividend and the Borrowings contemplated hereunder, from the chief financial officer of each such Loan Party. (vi) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Borrower and each other Loan Party approving the Special Dividend as contemplated by the Stock Purchase Agreement. (vii) Certified copies of (A) all amendments to the Stock Purchase Agreement and (B) each other document delivered pursuant thereto, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith. (ix) A favorable opinion of J. Xxxxxx XxxxxO'Nexxx & Xorgxx, Senior Counsel of Xxerto Rico counsel for the CompanyLoan Parties, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably requestF hereto. (vix) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxEdward Smith, Senior Counsel of the Company, substantially xxxxxxxxxxlly in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971994 except as disclosed by the Company in writing to the Lenders prior to the date of execution of this Agreement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of and its SubsidiariesSubsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders that shall have been invoiced as of the Effective Date (including the accrued fees and expenses of counsel to the Agent), in respect each case solely to the extent such fees and expenses are required by other provisions of this AgreementAgreement to be so paid. (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties of the Company contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement (including the Commitment Increase contemplated by Section 2.05(c)) and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxRobert M. Reese, Senior Vice Presidexx xxx General Counsel of the Company, substantially in the form of Exhibit G H-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of Simpson Thacher & Bartlett, sxxxxxx Nxx Xxxx counsel to the Company, substantially in the form of Exhibit H-2 hereto. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably requestrequest prior to the Effective Date.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company Loan Document or the consummation of the transactions contemplated hereby, . (b) All governmental and there third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no adverse change law or regulation shall be applicable in the status, or financial effect on the Company or any of its Subsidiaries, reasonable judgment of the Disclosed Litigation from Lenders that described on Schedule 3.01(b) heretorestrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (d) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (de) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date, andDate (except any representation that speaks as of a specified prior date), (ii) No event has occurred and is continuing that constitutes a Default, and (iii) To the best of such officer's knowledge, since December 31, 2003, there shall not have occurred a material adverse change in the assets, business, financial condition, operations or prospects of the Borrower and its Subsidiaries taken as a whole. (ef) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.15. (ii) A pledge agreement in substantially the form of Exhibit D hereto (as amended, the "Pledge Agreement"), duly executed by the Borrower, together with: (A) A duly executed Control Agreement executed by the Borrower and Mellon Bank, N.A., and (B) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken. (iii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Loan Documents. (iiiiv) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company Loan Documents and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxXxxxxxx Xxxx & Xxxxxxxxx LLP, Senior Counsel New York counsel for the Borrower and a favorable opinion of Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel for the CompanyBorrower, substantially in the form of Exhibit G E-1 and E-2, respectively, hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (vii) Such A copy of the unaudited consolidated balance sheets of the Borrower and its Subsidiaries, as of December 31, 2003 and the related consolidated statements of income and cash flows for the Fiscal Year then ended, all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) and the related consolidating balance sheets and income statements for such period, accompanied by the certification of the chief executive officer, chief financial officer, treasurer or controller of the Borrower that all such financial statements are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments) the consolidated results of operations and cash flows of the Borrower as at the end of such Fiscal Year and for the period then ended. (g) The Borrower shall have terminated the commitments, and arranged, contemporaneously with the initial Borrowing under this Agreement, to have paid in full all Debt, interest, fees and other amounts outstanding, under the Existing Credit Agreement and each of the Lenders that is party to such credit facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.04 of said Credit Agreement relating to the termination of commitments thereunder. Conditions Precedent to Each Borrowing, Commitment Increase and Extension Date. The obligation of each Lender to make an Advance on the occasion of each Borrowing, each Commitment Increase and each extension of Commitments pursuant to Section 2.18 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing, the applicable Increase Date or the applicable Extension Date (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing, the request for Commitment Increase or the request for Commitment extension shall constitute a representation and warranty by the Borrower that on the date of such Borrowing , Increase Date or Extension Date such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects on and as of such date (except any representation that speaks as of a specified prior date), before and after giving effect to such Borrowing and to the application of proceeds therefrom or from such Commitment Increase or Extension Date, as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom or from such Commitment Increase or Extension Date, that constitutes a Default; and (b) the Agent shall have received such other approvals, opinions or documents as any Lender, Lender through the Agent, Agent may reasonably request. Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.032.04. Sections 2.01 and 2.03 2.04 of this Agreement shall become effective on and as of the first date prior to March 31, 2006 (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There The Administrative Agent shall have occurred no Material Adverse Change since December 31received, 1997for the benefit of the lenders under the Existing 5-Year Revolving Credit Facility, all accrued interest and fees, including any facility fees, utilization fees and letter of credit fees, due and payable under the Existing 5-Year Revolving Credit Facility as of the Closing Date. (b) There shall exist no actionThe effectiveness, suitsubstantially concurrently with the effective of this Agreement, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely the $1,200,000,000 credit facility to have a Material Adverse Effectbe arranged by the Global Coordinators for CenterPoint Energy, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or Inc. and (ii) purports the $300,000,000 credit facility to affect be arranged by the legalityGlobal Coordinators for CenterPoint Energy Houston Electric, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoLLC. (c) The Company Borrower shall have paid all accrued fees and expenses of the Agent Lenders and the Lenders in respect Administrative Agent (including the accrued fees and expenses of this Agreementcounsel to the Administrative Agent) and taxes, if any, due and payable hereunder and under the Fee Letter. (d) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of Notes, duly executed by the Company Borrower and made payable to the order of the Lenders to the extent each Lender who has requested by any Lender a Note, pursuant to Section 2.172.21(a). (ii) Certified copies of the (A) resolutions of the Board board of Directors directors of the Company Borrower approving this Agreement and the Notes of the Company(if any), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (if any) and (B) certificate of incorporation and bylaws of the Borrower (such Notescertificate, duly executed by an authorized officer of the Borrower, shall state that such resolutions, certificate of incorporation and bylaws are in full force and effect as of the Effective Date). (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company (if any) and the other documents to be delivered hereunder. (iv) Authenticated copies A favorable opinion of Baker Botts LLP, counsel for the Certificate of Incorporation Borrower, in form and Bysuxxxxxcx xxxisfactory to the Administrative Agent. CERC 5-Laws of the Company.Year Revolving Credit Agreement (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel the in-house counsel of the CompanyBorrower, substantially in form and substance satisfactory to the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably requestAdministrative Agent. (vie) A favorable opinion of Shearman & Sterling, counsel for The Administrative Agent shall have received from the Agent, substantially in the form of Exhibit I hereto. (vii) Such Borrower such other approvals, opinions or documents as any Lender, Lender through the Agent, Administrative Agent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date hereof (the "Effective Date") on which ), provided that the following conditions precedent have been satisfiedsatisfied on such date: (a) There shall have occurred no Material Adverse Change since December 31, 19971998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company either Loan Party or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company Loan Document or the consummation of the transactions contemplated hereby, hereby and there shall have been no adverse change in the status, or financial effect on the Company any Loan Party or any of its Subsidiaries, Subsidiaries of the Disclosed Litigation from that described on Schedule 3.01(b) heretoin the SEC Reports. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of each Loan Party and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid (i) all accrued fees and expenses of the Agent and the Lenders in with respect of to this Agreement, including fees contemplated in the Information Memorandum, and (ii) all facility fees accrued under the Existing Credit Agreement as of the Effective Date. (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eiii) The Parent shall have delivered a certificate, substantially in form of Exhibit E hereto, signed on behalf of the Parent by a Financial Officer of the Parent. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company each Loan Party approving this Agreement and the Notes of the Companyeach Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company each Loan Party authorized to sign this Agreement and the Notes of the Company each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (iv) Authenticated copies An audited Consolidated balance sheet of the Certificate Borrower and its Subsidiaries and the related statements of Incorporation income and By-Laws cash flows of the CompanyBorrower and its Subsidiaries, as of December 31, 1998. (v) A letter agreement, in form and substance satisfactory to the Agent, executed by each Loan Party acknowledging that all references in the Support Agreement to the Existing Agreement and the "Credit Agreement" will be deemed to be references to this Agreement. (vi) A letter agreement, in form and substance satisfactory to the Agent, executed by the Borrower acknowledging that all references in the Collateral Assignment Agreement to the Existing Agreement and the "Credit Agreement" will be deemed to be references to this Agreement, together with: (A) acknowledgment copies or stamped receipt copies of proper financing statements (or amendments to financing statements), duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Support Agreement and the Collateral Assignment Agreement, covering the Assigned Rights described in the Support Agreement and the Collateral Assignment Agreement, and (B) completed requests for information, dated on or before the Effective Date, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name the Borrower as debtor, together with copies of such other financing statements. (vii) A favorable opinion of J. Xxxxxx XxxxxC.C. Xxxx, Senior Xxneral Counsel of the CompanyParent and the Borrower, or T. A. Xxxxxx, Associate General Counsel of the Parent and the Borrower, substantially in the form of Exhibit G F hereto and as to such other matters as any Lender through the Agent may reasonably request. (viviii) A favorable opinion of Shearman King & SterlingSpalding, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxXxxxx X. Xxxxxxxx, Senior General Counsel of the CompanyBorrower, and a favorable opinion of Xxxxx & Lardner, counsel to the Borrower, substantially in the form of Exhibit G hereto D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viii) Such other approvalsThe Borrower shall have repaid in full of all amounts outstanding and terminated the commitments of the lenders under each of (i) the $75,000,000 364-Day revolving credit agreement dated as of March 23, opinions or documents 1998 between the Borrower and Citibank and (ii) the $100,000,000 five year revolving credit agreement dated as of September 5, 1997 among the Borrower, Citibank, Bank of America NT&SA, The First National Bank of Chicago and Bank of Montreal, and each of the Lenders that is a party to either such credit agreement hereby waives, upon execution of this Agreement, any Lendernotice requirement of such credit agreement relating to the termination of commitments thereunder. (j) The conditions precedent set forth in Section 3.01(a) through (i) of the 364-Day Credit Agreement dated as of August 23, through 1999 among the AgentBorrower, may reasonably requestthe lenders parties thereto, Xxxxxxx Xxxxx Xxxxxx Inc., as lead arranger and book manager, Banc One Capital Markets Inc., as co-arranger, Citibank, as administrative agent, and The First National Bank of Chicago, as syndication agent, shall have been satisfied.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December October 31, 19971999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely expected to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued reasonable invoiced fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior the General Counsel or Assistant General Counsel of the CompanyBorrower, substantially in the form of Exhibit G D hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There The Agent shall have occurred no Material Adverse Change since December 31received counterparts of this Agreement executed by the Company and the Lenders or, 1997as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Agreement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the invoiced accrued fees and expenses of this Agreementcounsel to the Agent). (dc) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ed) The Agent shall have received on or before the Effective Date the following, each dated such daythe Effective Date, in form and substance satisfactory to the AgentAgent and in sufficient copies for each Lender: (i) The Revolving Credit Any Notes of required by each Lender executed by the Company and made payable to the order of the Lenders to the extent requested by any such Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors or the Finance Committee of the Board of Directors of the Company approving this Agreement and the Notes of the CompanyAgreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such NotesAgreement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered by it hereunder. (iv) Authenticated copies A favorable opinion of the Certificate of Incorporation and By-Laws Nicholas J. Camera, General Counsel of the Company, and of Xxxxxx, Xxxtlieb, Steen & Hamilton, counsel for the Company, substantially in xxx forx xx Xxxibits D-2 and D-1 hereto, respectively. (v) A favorable opinion of J. Xxxxxx Xxxxx, Senior Counsel of the Company, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viie) Such The Company shall have terminated the commitments, and paid in full all Debt, interest, fees and other approvalsamounts outstanding, opinions or documents under the (i) 364-Day Credit Agreement dated as any Lenderof May 15, through 2003, as amended (the Agent"Existing 364-Day Credit Agreement"), may reasonably requestamong the Company, the lenders parties thereto and Citibank, as agent, and the (ii) 5-Year Credit Agreement dated as of June 27, 2000, as amended and restated (the "Existing 5-Year Credit Agreement"), among the Company, the lenders parties thereto and Citibank, as agent, and each of the Lenders that is a party to the Existing 364-Day Credit Agreement and the Existing 5-Year Credit Agreement, respectively, hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the Existing 364-Day Credit Agreement and the Existing 5-Year Credit Agreement relating to the termination of commitments thereunder, respectively.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972002, except as disclosed in the Interim Financial Statements. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely expected to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified the Agent, who will promptly notify each Lender, in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default, and (iii) The Borrower has terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding under the 364-Day Revolving Credit Agreement dated as of March 14, 2003 among the Borrower, the lenders parties thereto and Citibank, N.A., as agent. By execution of this Agreement, each of the Lenders that is a lender under the credit agreement referred to in clause (iii) above hereby waives the requirement set forth in Section 2.05 of such credit agreement of three business days' prior notice to the termination of their commitments thereunder. (eh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Loan Documents. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company Loan Documents and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx each of Xxxx X. Xxxxx, Senior Vice President, Secretary and General Counsel of the CompanyBorrower, and Miles & Stockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit G hereto D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in the form of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through and substance satisfactory to the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change material adverse change in the properties, business, profits or condition (financial or otherwise) of the Borrower or of the Borrower and its Subsidiaries taken as a whole since December 31October 25, 19971998. (b) There Except as set forth under the heading "Legal Proceedings" in the Borrower's 1998 Form 10-K, there shall exist no action, suit, investigation, litigation suit or proceeding affecting the Company or any of its Subsidiaries pending against, or to the knowledge of the Company Threatened Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any courtcourt or arbitrator or any governmental body, governmental agency or arbitrator that official (i) in which there is reasonably likely to a reasonable possibility of an adverse determination which would have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect which in any manner draws into question the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretoNotes. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) as agreed separately in respect of this Agreementwriting by the parties to such agreement. (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the general resolutions of the Board of Directors of the Company approving Borrower which authorize the Borrower to enter into this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies A favorable opinion of the Certificate of Incorporation and By-Laws Managing Director, Legal Affairs or of the CompanyVice President, Legal Affairs and Intellectual Property of the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of J. Xxxxxx XxxxxXxxxxx, Senior Counsel of Xxxxxxxxxx & Xxxxxxxxx L.L.P., counsel for the CompanyBorrower, substantially in the form of Exhibit G E hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (vii) Such other approvalsEvidence of the termination of the "Commitments" under the 364-Day Credit Agreement dated as of March 13, opinions or documents 1998 among the Borrower, the banks parties thereto, Xxxxxx Guaranty Trust Company of New York, as any Lenderdocumentation agent and administrative agent, through the Agentand Citicorp Securities, may reasonably requestInc., as syndication agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (db) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ec) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxDiana M. Daniels, Senior Counsel of general counsel for the CompanyBorrower, substantially in the substxxxxxxxx xx xxx form of Exhibit G E-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viid) Such The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other approvalsamounts outstanding, opinions or documents under the 364-Day Credit Agreement dated as any Lenderof August 14, through 2002 among the AgentBorrower, may reasonably requestthe lenders parties thereto, SunTrust Bank and Wachovia Bank, National Association, as syndication agents, JPMorgan Chase Bank and Bank One, NA, as documentation agents, and Citibank, as administrative agent for the lenders, and each of the Lenders that is a party to such credit agreement hereby waives, upon execution of this Agreement, the requirement of prior notice under such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change with respect to the Borrower since December 28, 1996, except for those listed on Schedule 4.01(e) hereto, and there shall have occurred no Material Adverse Change with respect to the Guarantor since December 31, 19971996. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company either Loan Party or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company other Loan Document or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the information provided by the Borrower and the Guarantor regarding their financial results for the year ended December 31, 1996, and the financial condition on December 31, 1996, was or has become misleading, incorrect or in complete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of each Loan Party and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third-party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have notified the Lender in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent Lender (including the accrued fees and expenses of counsel to the Lenders in respect of this AgreementLender). (dg) On the Effective Date, the following statements shall be true and the Agent Lender shall have received a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eh) The Agent Lender shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentLender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Note. (ii) Certified copies of the resolutions of the Board of Directors of the Company each Loan Party approving this Agreement and Agreement, the Notes of the CompanyNote, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Note and such Noteseach other Loan Document. (iii) A certificate of the Secretary or an Assistant Secretary or other authorized officer of the Company each Loan Party certifying the names and true signatures of the officers of the Company such Loan Party authorized to sign this Agreement and Agreement, the Notes of the Company Note, each other Loan Document to which it is or is to be a party and the other documents to be delivered hereunderhereunder and thereunder. (iv) Authenticated copies A guaranty in substantially the form of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the Certificate of Incorporation and By-Laws of "Guaranty"), duly executed by the CompanyGuarantor. (v) A favorable opinion Favorable opinions of J. Xxxxxx XxxxxMorrxxxx & Xoerxxxx, Senior Xxw York counsel for the Borrower, and the General Counsel of the CompanyBorrower, substantially in the form of Exhibit G hereto Exhibits E and F hereto, respectively, and as to such other matters as any the Lender through the Agent may reasonably request. (vi) A favorable opinion Favorable opinions of Shearman Bae, Xxx & SterlingXee, counsel xxunsel for the AgentGuarantor, or other Korean counsel to the Guarantor acceptable to the Lender, and the Corporate Counsel of the Guarantor, substantially in the form of Exhibit I Exhibits G and H hereto. (vii) Such , respectively, and as to such other approvals, opinions or documents matters as any Lender, through the Agent, Lender may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) There the Agent shall have received, in form and substance satisfactory to the Agent, executed originals of each of this Agreement, any Notes requested prior to the Effective Date and the other Credit Documents, together with all schedules and exhibits thereto. (b) As of the Effective Date, the Guarantor or the Borrower, as applicable, shall have delivered (i) (A) the Consolidated balance sheets of the Guarantor and its Subsidiaries as at August 31, 2003, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the eight-month transition period then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, (B) the Consolidated balance sheets of the Guarantor and its Subsidiaries as at August 31, 2004 and August 31, 2005, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the fiscal years ended on such dates, in each case, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and (C) the balance sheet of the Borrower as at August 31, 2005, and the related statements of income and cash flows of the Borrower for the period from the date of incorporation of the Borrower until August 31, 2005, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and (ii) (A) unaudited interim Consolidated balance sheets of the Guarantor and its Subsidiaries for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph and Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the three-month, six-month or nine-month period then ended, as applicable, in each case reasonably satisfactory to the Agent and duly certified by the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller or Assistant Controller of the Guarantor, and (B) unaudited interim balance sheets of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph and statements of income and cash flows of the Borrower for the three-month, six-month or nine-month period then ended, as applicable, in each case reasonably satisfactory to the Agent and duly certified by the Financial Accounting Lead (or an individual performing similar functions), a Manager or other authorized individual representing the Borrower. All materials provided pursuant to this Section 3.01(b) shall have been prepared in accordance with GAAP, subject to year-end audit adjustments (except for the annual audited financial statements of the Borrower, which shall be prepared in accordance with Swiss GAAP). Notwithstanding the foregoing, any such information required to be delivered by this Section 3.01(b) will be deemed to have been furnished to the Agent if it is readily available through XXXXX. (c) As of the Effective Date, except as disclosed in the Guarantor’s Quarterly Report on Form 10-Q for the quarter ending May 31, 2006, since August 31, 2005 there shall have occurred no Material Adverse Change since December 31, 1997Change. (bd) There As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company Guarantor, the Borrower or any of its the Guarantor’s Consolidated Subsidiaries pending or or, to the knowledge of the Company Threatened its knowledge, threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters disclosed by the Guarantor in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b3.01(d) hereto (collectively, the "“Disclosed Litigation"”) or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby. (e) As of the Effective Date, and there neither the Guarantor nor the Borrower shall have been no adverse change in notified that anything has come to the status, or financial effect on the Company or any of its Subsidiaries, attention of the Disclosed Litigation from Lenders during the course of their due diligence investigation to lead them to believe that described on Schedule 3.01(b) heretothe Information Package was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower, the Guarantor and its other Subsidiaries as they shall have reasonably requested. (cf) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Agent) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (g) The Company Borrower shall have notified the Agent as to the proposed Effective Date. (h) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders in respect for which invoices have been presented at least five Business Days prior to such Effective Date (including the accrued fees and invoiced expenses of this Agreementcounsel to the Agent). (di) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender (x) a certificate signed by a duly authorized officer of the CompanyGuarantor and (y) a certificate signed by a duly authorized representative of the Borrower, in each case, dated the Effective Date, Date and stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ej) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company Guarantor and the Borrower approving this Agreement and and, in the case of the Borrower only, the Notes of the Companyto be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Guarantor and a certificate of a Manager or other duly authorized representative of the Borrower, in each case, with appropriate insertions and attachments, certifying the names and true signatures of the officers or representatives of the Company Guarantor or the Borrower, as the case may be, authorized to sign this Agreement and and, in the Notes case of the Company Borrower only, such Notes to be delivered by it, and the other documents to be delivered by it hereunder. (iv) Authenticated copies A favorable opinion of the Certificate of Incorporation and By-Laws General Counsel or Associate or Assistant General Counsel of the CompanyGuarantor, in form and substance satisfactory to the Agent. (v) A favorable opinion of J. Xxxxxx XxxxxXxxxx & XxXxxxxx, Senior Counsel of local counsel to the CompanyBorrower, substantially in form and substance satisfactory to the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably requestAgent. (vi) A favorable opinion of Shearman Xxxxxxx Xxxxxxx & SterlingXxxxxxxx LLP, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (vii) Such other approvalsA favorable opinion of Homburger Rechtsanwälte Weinbergstrasse, opinions or documents as any Lender, through local counsel for the Agent, may reasonably requestin form and substance satisfactory to the Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date hereof (the "Effective Date") on which ), provided that the following conditions precedent have been satisfiedsatisfied on such date: (a) There shall have occurred no Material Adverse Change since December 31June 30, 19972002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Significant Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, Effect other than the matters described on Schedule 3.01(b) hereto disclosed or contemplated in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company Loan Document or the consummation of the transactions contemplated hereby, hereby and there shall have been no adverse change in the status, or financial effect on the Company Borrower or any of its Subsidiaries, Significant Subsidiaries of the Disclosed Litigation from that described on Schedule 3.01(b) heretodisclosed or contemplated in the SEC Reports. (c) The Company Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and reasonable expenses of the Agent and the Lenders with respect to this Agreement for which the Agent shall have made reasonable demand in respect of this Agreementaccordance with Section 8.04 on or prior to the Effective Date. (dg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eiii) The Borrower shall have delivered a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a Financial Officer of the Borrower. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company Notes, if any, to the order of each Lender requesting the Lenders to issuance of a Note as of the extent requested by any Lender Closing Date pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the Companyeach Loan Document to which it is a party, and of all SIDLEY XXXXXX XXXXX & XXXX LLP 25 documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (iv) Authenticated copies Copies of the Certificate of Incorporation and By-Laws of the CompanySEC Reports. (v) A favorable opinion of J. Xxxxxx XxxxxX.X. Xxxxxx, Senior the General Counsel of the CompanyBorrower, substantially in the form of Exhibit G E hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel Evidence satisfactory to the Agent that the Existing Credit Agreement shall have been or shall simultaneously with the initial Revolving Credit Advance hereunder be terminated (except for those provisions that expressly survive the Agent, substantially termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been simultaneously with the initial Revolving Credit Advance hereunder be paid in the form of Exhibit I heretofull. (viii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably requestThe Three-Year Agreement shall have been duly executed by all parties thereto.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.032.04. Sections 2.01 2.01, 2.03 and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Paxar or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to adversely affect the legality, validity or enforceability of this Agreement or any Note of the Company Facilities or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company All governmental and third party consents and approvals necessary in connection with the Facilities and the other transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) Paxar shall have notified each Lender Party and the Administrative Agent in writing as to the proposed Effective Date. (e) Paxar shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders Lender Parties (including the accrued fees and expenses of counsel to the Administrative Agent). (f) Paxar shall have received Net Cash Proceeds from the issuance of the Senior Notes of at least $149,000,000 and shall have applied such Net Cash Proceeds first, to prepay in respect of this full the "Term Advances" under the Existing Credit Agreement and second, to prepay the "Revolving Credit Advances" under the Existing Credit Agreement. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the CompanyPaxar, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default.. 44 39 (eh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAdministrative Agent and in sufficient copies for each Lender Party: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Paxar and each other Loan Party certifying the names and true signatures of the officers of the Company Paxar and such other Loan Party authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (ii) A copy of the charter of Paxar and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the Effective Date) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof. (iii) A consent executed by each of the Loan Parties (other than Paxar) to the amendment and restatement of the Existing Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent. (iv) Authenticated copies Certificates, in form and substance satisfactory to the Lender Parties, attesting to the Solvency of each Loan Party after giving effect to the Certificate of Incorporation Transaction and By-Laws of the Companyother transactions contemplated hereby, from its chief financial officer. (v) A favorable opinion of J. Xxxxxx XxxxxSnow Beckxx Xxxuxx X.X., Senior Counsel of the Companycounsel for Paxar, substantially in the form of Exhibit G F-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (vii) A favorable opinion of Shearman & Sterling, counsel for The Existing Credit Agreement shall have been terminated and all amounts due and owing under the Agent, substantially Existing Credit Agreement shall have been paid in the form of Exhibit I heretofull in cash. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31February 3, 19972001. Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect. Without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All amounts owing under the Existing Credit Agreements shall have been paid in full in cash (or otherwise satisfied in accordance with the terms of the Five Year Credit Agreement) and all Commitments (as defined in the Existing Credit Agreements) shall have been terminated. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company Borrower shall have paid all accrued fees and expenses of the Agent Agents (including the reasonable accrued fees and expenses of counsel to the Lenders in respect Agents) and all accrued fees of this Agreementthe Lenders. (df) On the Effective Date, the following statements shall be true and the Paying Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (eg) The Paying Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentPaying Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of each of the Lenders that have requested Revolving Credit Notes prior to the extent requested by any Lender pursuant to Section 2.17Effective Date. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents (including, without limitation, charters and bylaws) evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxJones, Senior Counsel of the CompanyDay, substantially Reavis & Pogue, counsel for txx Xxrrower, xxxxxantially in the txx form of Exhibit G E hereto and as to such other matters as any Lender through the Paying Agent may reasonably request. (v) A favorable opinion of Dennis J. Broderick, General Counsel for xxx Xxxxxxxx, xx xxrm and substance satisfactory to the Paying Agent. (vi) A favorable opinion of Shearman & Sterling, counsel for the AgentAgents, substantially in form and substance satisfactory to the form of Exhibit I heretoAgents. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date on or before November 15, 1996 (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There The Company shall have occurred no Material Adverse Change since December 31, 1997notified the Agent as to the proposed Effective Date. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company shall have paid all accrued fees and expenses of the Agent (including the accrued fees and expenses of counsel to the Lenders in respect of this AgreementAgent). (dc) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate of the Company on behalf of itself and each other Borrower, signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (iid) No event has occurred The Company shall have terminated the commitments of the banks parties to the $1,000,000,000 Credit Agreement dated as of December 7, 1994 with the Company, and is continuing that constitutes a Defaultshall have paid in full all Debt outstanding under such Credit Agreement. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Syndicated Notes) in sufficient copies for each Lender: (i) The Revolving Credit Syndicated Notes of the Company each Initial Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company each Initial Borrower approving this Agreement and the Notes of the Companysuch Initial Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company each Initial Borrower certifying the names and true signatures of the officers of the Company such Initial Borrower authorized to sign this Agreement and the Notes of the Company such Initial Borrower and the other documents to be delivered hereunder. (iv) Authenticated copies Copies of the Certificate most recently available Consolidated financial statements of Incorporation the Company and By-Laws its Consolidated Subsidiaries and the related Consolidated statements of income, Consolidated balance sheets, Consolidated statements of shareholder's equity and Consolidated statements of cash flows, duly certified by the chief financial officer of the Company. (v) A favorable opinion of J. Xxxxxx XxxxxMillxx & Xartxx, Senior Counsel xxunsel of the CompanyBorrowers, substantially in the form of Exhibit G F hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (vii) Such other approvals, opinions or documents Evidence of the Process Agent's acceptance of its appointment pursuant to Section 9.14(a) as any Lender, through the Agent, may reasonably requestagent of the Initial Borrowers.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971996. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Company Lenders shall have received the Information Package, and be satisfied with the Consolidated financial statements of the Borrower and its Subsidiaries for the six months ended June 30, 1997. (d) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Package was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (e) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders in their reasonable judgment) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (f) Since the execution of the First Amended and Restated Credit Agreement by the Lenders, there shall have been no change in any agreement or instrument listed on Schedule 3.01(f) to the First Amended and Restated Credit Agreement, a copy of which is attached hereto as Schedule 3.01(f), that, in the reasonable judgment of the Lenders, adversely affects the Borrower or the Lenders, other than changes reasonably acceptable to the Lenders. (g) The Borrower shall have paid all accrued fees and expenses of the Agent Agents (including the accrued fees and expenses of counsel to the Administrative Agent) under the First Amended and Restated Credit Agreement and under this Agreement and all accrued fees of the Initial Lenders and the Existing Lenders in respect of this Agreement(including, without limitation, upfront fees and commitment fees). (dh) The Borrower shall have given each Agent at least three Business Days' prior written notice as to the proposed Effective Date. (i) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ej) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the CompanyNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) Authenticated copies A copy of the Certificate most recent letters from each of Incorporation S&P, Xxxxx'x and By-Laws Xxxx & Xxxxxx, certified by the chief financial officer of the CompanyBorrower, confirming the Public Debt Rating then in effect. (v) A favorable opinion of J. Xxxxxx XxxxxXxxxx Xxxxxxxxx, Senior General Counsel of the CompanyBorrower, substantially in the form of Exhibit G D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAdministrative Agent. (viik) Such other approvalsThe Administrative Agent shall have received on or before the Effective Date an executed copy of the Assignment Agreement, opinions or documents as any Lender, through in form and substance satisfactory to the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971994. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company other Loan Document or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, hereby or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) heretothereby. (c) All governmental and third party consents and approvals, if any, necessary in connection with the transactions contemplated hereby or by the other Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, all applicable waiting periods shall have expired without any action being taken by any competent authority and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. 44 41 (d) The Company Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date, which shall not be later than November 15, 1995. (e) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent). (df) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 each Loan Document are true and correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default, (iii) There have been no amendments to the charter of the Borrower or any Guarantor since the date of the Secretary of State's Certificate referred to in Section 3.01(g)(vi), (iv) The by-laws of the Borrower and each Guarantor delivered pursuant to Section 3.01(g)(iii) are true and correct as in effect on the Effective Date, and (v) The Information Memorandum and all other information, exhibits and reports furnished by any Loan Party to the Agent and the Lenders in connection with the negotiation of the Loan Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (eg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the AgentAgent and (except for the Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of and the Company Gold Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively. (ii) A guaranty in substantially the form of Exhibit E (together with each other guaranty delivered pursuant to Section 5.01(n), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Guaranty"), duly executed by each Guarantor. 45 42 (iii) Certified copies (A) of the resolutions of the Board board of Directors directors of the Company Borrower and each Guarantor approving this Agreement and the Notes Loan Documents to which it is or is to be a party, (B) of the Company, by-laws of the Borrower and each Guarantor as in effect on the Effective Date and (C) of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Loan Documents. (iiiiv) A certificate of the Secretary or an Assistant Secretary of the Company Borrower and each Guarantor certifying the names names, titles and true signatures of the officers of the Company Borrower and such Guarantor authorized to sign this Agreement and the Notes of the Company Loan Documents to which they are or are to be parties and the other documents to be delivered hereunder. (ivv) Authenticated copies A copy of the Certificate of Incorporation and By-Laws charter of the CompanyBorrower and each Guarantor and each amendment thereto, certified (as of a date reasonably near the date of the Effective Date) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof. (vvi) A favorable copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, dated reasonably near the date of the Effective Date listing the charter of the Borrower and each Guarantor and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's or such Guarantor's charter on file in his office, (B) if applicable, the Borrower and each Guarantor have paid all franchise taxes to the date of such certificate and (C) the Borrower and each Guarantor are duly incorporated and in good standing under the laws of the State of the jurisdiction of its incorporation. (vii) An opinion of J. Xxxxxx XxxxxBakex & Xottx, Senior Counsel of xxunsel for the CompanyBorrower and each Guarantor, substantially in the form of Exhibit G F hereto and as to such other matters as any Lender through the Agent may reasonably request. (viviii) A favorable An opinion of Robexx X. Xxxxx, Xxq., General Counsel of the Borrower, substantially in the form of Exhibit G hereto. (ix) An opinion of Shearman & Sterling, counsel for the Agent, substantially in form and substance satisfactory to the form of Exhibit I heretoAgent. (viih) Such other approvalsAll commitments under the Existing Credit Agreement shall have been terminated in whole pursuant to the terms thereof, opinions or documents as any Lender, through and the Agent, may reasonably request.Borrower shall have delivered to the Agent certified copies of irrevocable notices effecting such termination pursuant to Section 2.05