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 2.0. 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) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments 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 Borrower, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) 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 Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower As of the Effective Date, there shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 26, 1998 that has not been publicly disclosed. (b) The Borrower As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company, or any of its Subsidiaries (including the Guarantor) pending or, to the knowledge of the Company's or the Guarantor's executive officers, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have paid all fees and other amounts due and payablea Material Adverse Effect or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. (c) The Borrower As of the Effective Date, nothing shall have repaid all outstanding advances and shall have paid all other amounts payable under each come to the attention of the Existing Credit Facilities and Lenders during the commitments under each such Existing Credit Facility shall have been terminatedcourse 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) On As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the following statements shall be true and the Administrative Agent transactions contemplated hereby shall have received for been obtained (without the account imposition of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 any conditions that 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 not acceptable to the Administrative Agent Lenders) and (except for the Revolving Credit Notes) shall remain in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyeffect. (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 of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) 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 Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 1997. (b) The Borrower 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 paid all fees and other amounts due and payablebeen 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 Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (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 BorrowerCompany, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Xxxxxx Xxxxx, Xxxxx & Xxxxx, counsel for Senior Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be 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 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 that could reasonably be expected to have a Material Adverse Effect. (c) The Borrower 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 Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower Company shall have paid all invoiced accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 BorrowerCompany, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower Company approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for Inside Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretoF hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Company shall have terminated (or shall simultaneously terminate) the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under (i) the $150,000,000 Amended and Restated 364-Day Credit Agreement dated as of May 26, 2000 (the "$150,000,000 Credit Agreement") among The Geon Company, Geon 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 2.02.03. 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, 2001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be 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 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 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 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 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 Borrower Initial Borrowers shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower Initial Borrowers shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 each Initial Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 each Initial Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Initial Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxTimothy Power, Xxxxx & Xxxxx, counsel Assistant General Counsel for the BorrowerComxxxx, substantially xxxxxxxtially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Credit Agreement dated as March 5, 2001, as amended, among the Company, the lenders parties thereto and Citibank, as agent, and under the Credit Agreement dated as of December 8, 1998, as amended, among the Company, the lenders parties thereto and The First National Bank of Chicago, as administrative agent, and each of the Lenders that is a party to such credit facility hereby waives, upon execution of this Agreement, the any notice required by said Credit Agreements relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 1997. (b) The Borrower 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 paid all fees and other amounts due and payablebeen 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 Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (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 BorrowerCompany, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of XxxxxJ. Edward Smith, Xxxxx & XxxxxSenior Counsel of the Company, counsel for the Borrower, substantially xxxxxxxxxxlly in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 June 30, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Guarantor or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be 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 or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and 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, the Notes and the Indemnity Agreement. (v) 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. (viiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity other documents to be delivered by it hereunder. (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. (viiivi) A favorable opinion of Xxxxx, Xxxxx & XxxxxXxxxxx Xxxxxxxxxx, counsel for the BorrowerBorrower and the Guarantor, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The Borrower shall have terminated the commitments of the lenders, and repaid or prepaid all outstanding obligations under, the $100,000,000 Five-Year Credit Agreement dated as of June 1, 1994, as amended, among the Borrower, the 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 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing occurred no Material Adverse Change since December 31, 2001, except as otherwise publicly disclosed prior to the proposed Effective Datedate hereof. (b) The Borrower 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 paid all fees and other amounts due and payable.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 Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (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 BorrowerCompany, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxXxxx X. Xxxxxx, Xxxxx & Xxxxx, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit I hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.04. 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, 2004, 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 threatened before any court, governmental agency or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower Company shall have notified the Agent, who will promptly notify each Lender and the Administrative Agent Lender, in writing as to the proposed Effective Date. (bf) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 BorrowerCompany, 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, 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 Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors Company approving the Guaranty and the Indemnity AgreementLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementLoan Documents. (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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, the Notes and the Indemnity Agreement Loan Documents and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxxeach of Jane G. Davis, Xxxxx Vice President, Secretary and General Counsex xx xxx Xxxxower, and Miles & XxxxxStockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit G D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under (i) the $200,000,000 364-Day Credit Agreement dated as of March 11, 2005 among the Borrower, the 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. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 2002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be 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 or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxSusan F. Marrinan, Xxxxx General Counsel of the Borrower, and a xxxxxxxxx xxxxxxx of Foley & XxxxxLardner, counsel for to the Borrower, substantially in the xxx form of Exhibit G D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 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 Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Administrative Agent and payablethe Lenders in connection with this Agreement and the transactions contemplated hereby (including the accrued fees and expenses of counsel to the Administrative Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 BorrowerCompany, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes payable to the order of the Lenders, 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 each Borrower approving authorizing this Agreement, Agreement and the Notes and the Indemnity Agreementto be executed by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxDon A. Jensen, Xxxxx & XxxxxVice President and Secretary xx xxxx xx xhe Borrowers, counsel for the BorrowerBorrowers, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrowers shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the $3,000,000,000 364-Day Credit Agreement dated as of August 7, 1998 among the Company and Sprint Capital, as borrowers, the lenders parties thereto, Citibank N.A., as administrative agent, Morgan Guaranty Trust Company of New York, as syndicaxxxx agent and Bank of America National Trust and Savings Association and The Chase Manhattan Bank, as documentation agents.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.0. 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 shall have occurred no Material Adverse Change since March 31, 2004, 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 Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect other than the matters described 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 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 Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described in 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) 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 the case of up-front and arrangement fees, invoiced on or before the Effective Date and, in the case of all other amounts due fees and payableexpenses, invoiced at least two Business Days before the Effective Date. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxJxx X. Xxxxxxx, Xxxxx & XxxxxEsq., counsel for Vice President and Associate General Counsel of the Borrower, substantially in the form of Exhibit G heretoD hereto and such other opinions or as to such other matters as the Agent or any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments of the lenders and repaid or prepaid all of the obligations under, 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 notice required by said 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 2.02.03. 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, 2002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified the Agent, who will promptly notify each Lender and the Administrative Agent Lender, in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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, 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 Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity AgreementLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementLoan Documents. (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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement Loan Documents and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of each of Xxxx X. Xxxxx, Xxxxx Vice President, Secretary and General Counsel of the Borrower, and Miles & XxxxxStockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit G D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.011. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. ------------------------------------------------------------------- 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, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse 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 or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all invoiced fees and other amounts due expenses of the Agent and payablethe Lenders (including the invoiced fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the Borrower, dated the Effective Date, stating that: (i) 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 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 daythe Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The the Revolving Credit Notes to the order of the Lenders, 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 certified copies of the resolutions of the board Board of directors Directors of the Borrower approving the transactions contemplated by this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreement.such Notes; (viii) 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 a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder.; (viiiiv) A a favorable opinion of XxxxxXxxx Xxxxxxx, Xxxxx & Xxxxx, counsel Counsel for the Borrower, substantially in the form of Exhibit G E hereto.; and (ixv) A a favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 2003, 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 Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) could be 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 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 Borrower or on the Borrower and its Subsidiaries taken as a whole, 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 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 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), except to the 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 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 Administrative Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments 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 Borrower, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) 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 Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.02.16. Sections 2.01 2.01, 2.03 and 2.03 2.16 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 May 31, 1998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Holding Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrowers and their 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 Borrower Borrowers shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower Borrowers shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 BorrowerHolding Company, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 a copy of the Guarantors.certificate of incorporation of each Borrower, and all modifications, amendments and restatements thereof, certified as of a recent date by the Secretary of State of its state of incorporation; (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 a copy of the Guarantors.by-laws of each Borrower, together with all modifications, amendments and restatements thereof, certified as of a recent date by its Secretary; (iv) a certificate of the Secretary of State of the state of incorporation of each Borrower, dated as of a recent date, as to its existence and good standing; (v) Certified copies of the resolutions of the board Board of directors Directors of the each Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreement. (v) 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 AgreementNotes. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of Xxxxxxx Xxxxx, Xxxxx & XxxxxSenior Vice President, counsel for Legal and Business Affairs of the BorrowerBorrowers, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixviii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The termination of the commitments of the Original Banks and the payment in full of all Debt outstanding under the Original Loan Agreement.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending February 29, 2004, since August 31, 2003 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse 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 or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due invoiced expenses of the Agent and payablethe Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.18. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementRevolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Agreement and such Notes and the Indemnity Agreement to be delivered by it and the other documents to be delivered by it hereunder. (viiiiv) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the General Counsel or Associate General Counsel of the Borrower, substantially in form and substance satisfactory to the form of Exhibit G heretoAgent. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under (i) the 364-Day Credit Agreement dated as of July 2, 2003 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and (ii) the Five Year Credit Agreement dated as of August 8, 2000 among the Borrower, the 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. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1997 other than as disclosed in Schedule 3.01(b) hereto. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any of the Loan Parties or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(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 or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party, of the Disclosed Litigation from that described on Schedule 3.01(c) hereto. (d) 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all invoiced fees and other amounts due expenses of the Agent and payablethe Lenders (including the invoiced fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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 No event has occurred and is continuing that constitutes a Default. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 each Loan Party approving the Borrower approving transactions contemplated by this Agreement, Agreement and the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Loan Party certifying the names and true signatures of the officers of such Guarantor each Loan Party authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (viiiv) Certified copies of the Stock Purchase Agreement, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith. (v) A certificate 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 Secretary resolutions of the Board of Directors (or an Assistant Secretary committee thereof) of the Borrower certifying and each other Loan Party approving the names and true signatures of Special Dividend as contemplated by the officers of the Borrower authorized to sign this Stock Purchase Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiivii) 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 XxxxxO'Nexxx & Xorgxx, Xxxxx & Xxxxx, Xxerto Rico counsel for the BorrowerLoan Parties, substantially in the form of Exhibit G F hereto. (ixx) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.02.17. Sections 2.01 2.01, 2.03 and 2.03 2.17 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 March 25, 1995, other than as provided on Schedule 4.01(e) hereto, and there shall have occurred no Material Adverse Change with respect to the Guarantor since December 31, 1994. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. (c) Nothing shall have come to the attention of the Lenders or the Issuing Bank 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 and the Issuing Bank 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 or the Issuing Bank) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders and the Issuing Bank that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender Lender, the Issuing Bank and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Administrative Agent, the Issuing Bank and payablethe Lenders (including the accrued fees and expenses of counsel to the Administrative Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender and the Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender and the Issuing Bank: (i) The Revolving Credit Notes to the order of the Lenders, 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 Borrower each Loan Party approving this Agreement, the Notes and the Indemnity AgreementNotes, 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, the Notes and the Indemnity Agreementeach other Loan Document. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Loan Party certifying the names and true signatures of the officers of such Guarantor Loan Party authorized to sign this Agreement, the Guaranty and the Indemnity Agreement Notes, each other Loan Document to which it is or is to be a party and the other documents to be delivered hereunderhereunder and thereunder. (viiiv) A certificate guaranty in substantially the form of the Secretary Exhibit E (as amended, supplemented or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized modified from time to sign this Agreementtime in accordance with its terms, the Notes and "Guaranty"), duly executed by the Indemnity Agreement and the other documents to be delivered hereunderGuarantor. (viiiv) A favorable opinion Favorable opinions of XxxxxXxxxxxxx & Xxxxxxxx, Xxxxx & Xxxxx, New York counsel for the Borrower, and the General Counsel of the Borrower, substantially in the form of Exhibit G Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender or the Issuing Bank through the Administrative Agent may reasonably request. (ixvi) Favorable opinions of Shin & Xxx, counsel for the Guarantor, and the Corporate Counsel of the Guarantor, substantially in the form of Exhibits G-1 and G-2 hereto, respectively, and as to such other matters as any Lender or the Issuing Bank through the Administrative Agent may reasonably request. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 2002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrowers or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower 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 other amounts due expenses of the Agent (including the billed fees and payableexpenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of each of the BorrowerBorrowers, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.15. (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 each of the Borrower Borrowers approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxMorgan, Xxxxx Lewis & XxxxxBockius LLP, counsel for the BorrowerBorrowers, substantially in the form subxxxxxxxxxx xx thx xxxx of Exhibit G heretoD-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Robert A. Lonergan, General Counsel of the Company, substanxxxxxx xx xxx xxxx of Exhibit 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 Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The 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, 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 requirement set forth in such credit agreement of prior notice to the termination of its commitment thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01(b) and 2.02.04. Sections 2.01 2.01(b) 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) 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, 2001. (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 Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect, 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the BorrowerCompany, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower Company approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of the General Counsel for the Company and of Xxxxx, Xxxxx Day, Xxxxxx & Xxxxx, special counsel for the BorrowerCompany, substantially in the form of Exhibit G Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of any 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 any Loan Party or any of its Subsidiaries of the Disclosed Litigation from that described 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 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 Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid (i) all accrued fees and other amounts due expenses of the Agent and payablethe Lenders with respect 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. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (eiii) The Administrative 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 Borrower each Loan Party approving this Agreement, the Notes and the Indemnity Agreementeach 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, the Notes and the Indemnity Agreementeach Loan Document to which it is a party. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Loan Party certifying the names and true signatures of the officers of such Guarantor each Loan Party authorized to sign the Guaranty and the Indemnity Agreement each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (iv) An audited Consolidated balance sheet of the Borrower and its Subsidiaries and the related statements of income and cash flows of the Borrower 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 certificate favorable opinion of C.C. Xxxx, Xxneral Counsel of the Secretary Parent and the Borrower, or an Assistant Secretary T. A. Xxxxxx, Associate General Counsel of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes Parent and the Indemnity Agreement Borrower, substantially in the form of Exhibit F hereto and as to such other matters as any Lender through the other documents to be delivered hereunderAgent may reasonably request. (viii) A favorable opinion of Xxxxx, Xxxxx King & XxxxxSpalding, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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) 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, 2002. (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 Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect, 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the BorrowerCompany, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower Company approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxxthe General Counsel for the Company and of Xxxxx Day, Xxxxx & Xxxxx, special counsel for the BorrowerCompany, substantially in the form of Exhibit G Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) 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 borrowers parties thereto, the lenders parties thereto and Citibank, N.A., as administrative agent, and (ii) the Amended and Restated Three Year Credit Agreement, dated 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. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03, 2.04 and 2.02.06 . Sections 2.01 2.01, 2.03, 2.04 and 2.03 2.06 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) As of the Effective Date, except as disclosed in the Parent Borrower’s Quarterly Report on Form 10-Q for the quarter ending November 30, 2010, since August 31, 2010 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Parent Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Parent 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 or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Parent 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 Parent 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 Parent Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Parent Borrower shall have paid all accrued fees and other amounts due invoiced expenses of the Agents and payablethe Lenders (including the accrued fees and invoiced expenses of counsel to the Agents). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and correct and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Parent Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date; and, (ii) no event has occurred and is continuing that constitutes a Default, and (iii) the conditions precedent set forth in Section 3.01 were satisfied as of the Effective Date. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) This Agreement executed and delivered by each Person party hereto. (ii) The Revolving Credit Notes and Swing Line Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially relevant Lenders to the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time extent requested by any Lender pursuant to time, the "Guaranty"), duly executed by each of the GuarantorsSection 2.22. (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 of directors of the each Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreementto be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying (A) the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement such Notes to be delivered by it and the other documents to be delivered hereunderby it hereunder and (B) appropriate insertions and attachments, including (x) the certificate of incorporation (or equivalent) of such Borrower evidencing that it is a corporation (or appropriate corporate form) certified by its secretary or assistant secretary, (y) a long-form good standing certificate (or its equivalent, if available, for a Foreign Subsidiary Borrower) evidencing that such Borrower is validly existing, in good standing and qualified to do business in the jurisdiction in which it is organized and (z) the resolutions for such Borrower referenced in Section 3.01(h)(iii). (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiv) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the General Counsel or Associate General Counsel of the Parent Borrower, substantially in form and substance satisfactory to the form of Exhibit G heretoAgent. (ixvi) A favorable opinion of Shearman Sxxxxxx Xxxxxxx & SterlingBxxxxxxx LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Parent Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Five-Year Credit Agreement dated as of February 28, 2007 among the Parent Borrower, the lenders and agents parties thereto and JPMorgan and Citibank, as co-administrative agent, 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. (j) The Agent shall have received on or before the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (k) The Effective Date shall occur on or prior to 5:00 p.m. New York City time on April 15, 2011.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse 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 or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due invoiced expenses of the Agent and payablethe Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.18. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementRevolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Agreement and such Notes and the Indemnity Agreement to be delivered by it and the other documents to be delivered by it hereunder. (viiiiv) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the General Counsel or Associate General Counsel of the Borrower, substantially in form and substance satisfactory to the form of Exhibit G heretoAgent. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the 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 2.02.03. 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 October 31, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued reasonable invoiced fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the General Counsel or Assistant General Counsel of the Borrower, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 2002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or, to its or their knowledge, threatened before any court, governmental agency or arbitrator that (i) could be 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 or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto 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 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 Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all invoiced accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the invoiced accrued reasonable fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, dated the Effective Date, stating that: (i) the 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 No event has occurred and is continuing that constitutes a Default. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (ii) A guaranty, An amended and restated security agreement in substantially the form of Exhibit E D hereto (as amended, supplemented modified or otherwise modified supplemented 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 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 and each as debtor, together with copies of such other financing statements, (C) evidence of the Guarantorscompletion 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. (ivv) 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 Board of directors Directors of the Borrower approving this Agreement, the Notes Agreement and the Indemnity Agreementeach other Loan Document, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementeach other Loan Document. (v) 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. (viiix) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes Agreement and the Indemnity Agreement each other Loan Document and the other documents to be delivered hereunder. (viiix) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, in-house counsel for of the Borrower, substantially in the form of Exhibit G heretoE hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixxi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative 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 the form of Exhibit F hereto.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.02.04. 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 Borrower 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, 1995 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. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting Paxar or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to adversely affect the Transaction, the 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 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 given such access to the management, records, books of account, contracts and properties of Paxar and its Subsidiaries and of the Company and its Subsidiaries as they shall have requested. (g) 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. (bj) The Borrower Paxar shall have paid all accrued fees and other amounts due expenses of the Administrative Agent and payablethe Lender Parties (including the accrued fees and expenses of counsel to the Administrative Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 BorrowerPaxar, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender Party: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guarantyCertified copies of (A) the resolutions of the Board of Directors of Paxar and each other Loan Party approving the Transaction, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to timethis Agreement, the "Guaranty")Notes, duly executed by each other Loan Document and each Related Document to which it is or is to be a party, (B) the bylaws of Paxar and each other Loan Party and (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the GuarantorsTransaction, this Agreement, the Notes, each other Loan Document and each Related Document. (iii) An indemnityA certificate of the Secretary or an Assistant Secretary of Paxar and each other Loan Party certifying the names and true signatures of the officers of Paxar and such other Loan Party authorized to sign this Agreement, subrogation the Notes, each other Loan Document and contribution agreementeach Related Document to which they are or are to be parties and the other documents to be delivered hereunder. 43 37 (iv) A copy of the charter of Paxar, the Company 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. (v) A pledge agreement in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to timetime in accordance with its terms, the "Indemnity Pledge Agreement"), duly executed by Paxar and the Borrower 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 each 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 Guarantors.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, (ivC) Certified 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 the resolutions of the board of directors of the Borrower approving this Agreementsuch other financing statements, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement.and (vD) Certified copies of evidence that all other action that the resolutions of Administrative Agent may deem necessary or desirable in order to perfect and protect the board of directors of each of first priority liens and security interests created under 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 AgreementPledge Agreement has been taken. (vi) A certificate 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 Secretary or an Assistant Secretary of "Subsidiary Guaranty"), duly executed by each of the Subsidiary Guarantors certifying (other than 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 hereunderCompany). (vii) A certificate Certified copies of each of the Secretary or an Assistant Secretary of Related Documents, duly executed by the Borrower certifying parties thereto and in form and substance satisfactory to the names Lender Parties, together with all agreements, instruments and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunderin 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 Xxxxx, Xxxxx & XxxxxSnow Beckxx Xxxuxx X.X., counsel for the BorrowerPaxar, substantially in the form of Exhibit G heretoH-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (ixxii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (xiii) 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 in respect of the Chemical Credit Agreement and the Bankers Trust Credit Agreements.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent The obligations of the Lender to Effectiveness of Sections 2.01 and 2.0. Sections 2.01 and 2.03 of this Agreement make the Loan shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfiedsatisfied or waived: (a) There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Borrower or any of its Significant Subsidiaries or the Guarantor or any of its Significant Subsidiaries pending or, to the knowledge of the Borrower, threatened before any court or arbitrator or before or by any governmental agency or regulatory authority that (i) is reasonably likely to have a Material Adverse Effect or (ii) adversely affects the Lender's rights and interests with respect to the Loan or the transactions contemplated hereby or affects the Borrower's ability to perform its obligations under this Agreement or the Note or the Guarantor's ability to perform its obligations under this Agreement and the Guarantee. (c) All governmental and third-party consents and approvals necessary in connection with the execution, delivery and performance by the Borrower of this Agreement or the Note and by the Guarantor of this Agreement and the Guarantee, and all material governmental and third-party consents and approvals necessary in connection with the transactions contemplated hereby and thereby, shall have been obtained to the extent required to be obtained on or prior to the Effective Date (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect. (d) The Borrower shall have notified each the Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all accrued fees and other amounts due out-of- pocket expenses of the Lender (including the reasonable fees and payableexpenses of counsel to the Lender) for which invoices have been presented to the Borrower. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and the Administrative Agent Lender shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 Article IV are true and correct on and as of the Effective Date; and (ii) no event Default has occurred and is continuing that constitutes a Defaultcontinuing. (eg) The Administrative Agent Lender shall have received the Note, dated the Effective Date, to the order of the Lender. (h) The Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender shall have received on or before the Effective Date the following, each dated such daydate, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 of directors Advisory Committee of the Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNote, and of all documents evidencing other necessary corporate company action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNote. (vii) Certified copies of the resolutions of the board Board of directors of each Directors of the Guarantors Guarantor approving the Guaranty and the Indemnity AgreementGuarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementGuarantor. (viiii) 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 officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes Agreement and the Indemnity Agreement Note and the other documents to be delivered hereunder. (viiiiv) A favorable certificate of an officer of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered hereunder. (v) A legal opinion of XxxxxXxxxxxx X. Xxxxxx, Xxxxx Esq., General Counsel of the Borrower, substantially in the form of Exhibit C. (vi) A legal opinion of Skadden, Arps, Slate, Xxxxxxx & XxxxxXxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.D.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 either Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of any 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 any Loan Party or any of its Subsidiaries of the Disclosed Litigation from that described 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 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 Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid (i) all accrued fees and other amounts due expenses of the Agent and payablethe Lenders with respect 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. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (eiii) The Administrative 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 Borrower each Loan Party approving this Agreement, the Notes and the Indemnity Agreementeach 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, the Notes and the Indemnity Agreementeach Loan Document to which it is a party. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Loan Party certifying the names and true signatures of the officers of such Guarantor each Loan Party authorized to sign the Guaranty and the Indemnity Agreement each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (iv) An audited Consolidated balance sheet of the Borrower and its Subsidiaries and the related statements of income and cash flows of the Borrower 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 certificate favorable opinion of C.C. Xxxx, Xxneral Counsel of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes Parent and the Indemnity Agreement Borrower, substantially in the form of Exhibit H hereto and as to such other matters as any Lender through the other documents to be delivered hereunderAgent may reasonably request. (viii) A favorable opinion of Xxxxx, Xxxxx King & XxxxxSpalding, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 2001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified the Agent, who will promptly notify each Lender and the Administrative Agent Lender, in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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, 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 Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity AgreementLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementLoan Documents. (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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement Loan Documents and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of each of Xxxx X. Xxxxx, Xxxxx Vice President, Secretary and General Counsel of the Borrower, and Miles & XxxxxStockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit G D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date occurring not later than March 20, 1998 (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1996. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Material Subsidiaries pending or 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 any Loan Document or the consummation of the transactions contemplated thereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower and its Material Subsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental, regulatory and third party consents and approvals necessary in connection with the transactions contemplated hereby (including, without limitation, all consents and approvals required under PUHCA) shall have been obtained (without the imposition of any conditions that are not acceptable in the reasonable judgment of 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all fees and other amounts due expenses of the Agent and payablefees of the Lenders (including the fees and expenses of counsel to the Agent) and fees of the Co-Documentation Agents then due; provided that the Borrower shall not be required to pay any expenses (including fees and expenses of counsel to the Agent) on the Effective Date unless the Borrower shall have received an invoice therefor at least three Business Days prior to the Effective Date. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have 32 37 received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, 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 Information Memorandum and all other information, exhibits and reports furnished by the Borrower 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 Administrative Borrower shall have received, and shall continue to maintain as of the Effective Date, a long term unsecured debt rating equal to or higher than BBB+ from S&P and equal to or higher than Baa1 from Moodx'x. (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 Administrative Agent and (except for the Revolving Credit Notes and the Swing Line Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the LendersLenders and the Swing Line Notes to the order of the Swing Line Banks, 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 Borrower approving this Agreement, the Notes and the Indemnity AgreementFacilities, and of all documents evidencing other necessary corporate action action, governmental and governmental approvalsregulatory approvals and third party consents (including, if anywithout limitation, all approvals and consents required under PUHCA) with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxLeBoeuf, Xxxxx Lamb, Greexx & XxxxxXacRxx, L.L.P., counsel for the Borrower, substantially in the form of Exhibit G E hereto. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vi) Such other approvals, opinions or documents as any Lender through the Agent may reasonably request. (vii) The Agent shall have received on or before the Effective Date a letter from the Borrower, dated on or before such day, terminating in whole the commitments of the banks party to the Existing Agreement, and each of the Lenders that is party to the Existing Agreement waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05(a) of the Existing Agreement relating to the termination of commitments under the Existing Agreement.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1996. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) The 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 notified each Lender paid all accrued fees and expenses of the 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 Administrative Existing Lenders (including, without limitation, upfront fees and commitment fees). (h) The Borrower shall have given each Agent in writing at least three Business Days' prior written notice as to the proposed Effective Date. (b) The Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (di) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A copy of the most recent letters from each of S&P, Xxxxx'x and Xxxx & Xxxxxx, certified by the chief financial officer of the Borrower, confirming the Public Debt Rating then in effect. (v) A favorable opinion of XxxxxXxxxx Xxxxxxxxx, Xxxxx & Xxxxx, counsel for General Counsel of the Borrower, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (k) The Administrative Agent shall have received on or before the Effective Date an executed copy of the Assignment Agreement, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.0. 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 shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby. (b) 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. (c) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bd) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (de) 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 Borrower, dated the Effective Date, stating that: (i) the 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 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 Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.15. (ii) A guaranty, pledge agreement in substantially the form of Exhibit E D 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 Pledge Agreement"), duly executed by the Borrower, together with: (A) A duly executed Control Agreement executed by the Borrower and each of Mellon Bank, N.A., and (B) evidence that all other action that the GuarantorsAgent 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. (iviii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity AgreementLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementLoan Documents. (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. (viiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement Loan Documents and the other documents to be delivered hereunder. (viiiv) A favorable opinion of XxxxxXxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxx New York counsel for the Borrower and a favorable opinion of Xxxxxxx Xxxx & XxxxxXxxxxxx, Bermuda counsel for the Borrower, substantially in the form of Exhibit G heretoE-1 and E-2, respectively, hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vii) 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 through the 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. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be 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 or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxSusan F. Marrinan, Xxxxx Xxxxxxx Counsel of the Borrower, and a favorable opinion of Foley & XxxxxLardner, counsel for the Borrowerto txx Xxrrower, substantially in the form of Exhibit G D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The 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, 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 notice 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, 1999 among the Borrower, the 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 2.02.03. 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, 2001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) 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 Lenders shall be reasonably satisfied with the amount and nature of any such hazards or liabilities and with the Borrower's plans with respect thereto. (v) A favorable opinion of XxxxxRoy Smith, Xxxxx & Xxxxx, counsel General Counsel for the Borrower, substantially in thx xxxx xx Exhibit D hereto and as to such other matters as any Lender through the form of Exhibit G heretoAgent may reasonably request. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing occurred no Material Adverse Change since December 31, 2002, except as otherwise publicly disclosed prior to the proposed Effective Datedate hereof. (b) The Borrower 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 paid all fees and other amounts due and payablebeen 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 Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (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 BorrowerCompany, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxXxxx X. Xxxxxx, Xxxxx & Xxxxx, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit I hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 2001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be 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 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 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 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 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 Borrower Initial Borrowers shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower Initial Borrowers shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 each Initial Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 each Initial Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Initial Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxxxx Xxxxx, Xxxxx & Xxxxx, counsel Assistant General Counsel for the BorrowerCompany, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Credit Agreement dated as of March 5, 2001, as amended, among the Company, the lenders parties thereto and Citibank, as agent, and under the Credit Agreement dated as of December 8, 1998, as amended, among the Company, the lenders parties thereto and The First National Bank of Chicago, as administrative agent, and each of the Lenders that is a party to such credit facility hereby waives, upon execution of this Agreement, any notice required by said Credit Agreements relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1994 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 threatened before any court, governmental agency or arbitrator that (i) would be 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 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 and its Subsidiaries 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 Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower 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 each case solely to the extent such fees and expenses are required by other amounts due and payableprovisions of this Agreement to be so paid. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties of the Company 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. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative 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, 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 Borrower Company approving this Agreement, Agreement (including the Commitment Increase contemplated by Section 2.05(c)) and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxRobert M. Reese, Xxxxx & Xxxxx, counsel for Vice Presidexx xxx General Counsel of the BorrowerCompany, 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. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vii) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request prior to the Effective Date.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1996. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified each the Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Lender (including the accrued fees and payableexpenses of counsel to the Lender). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent Lender shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eh) The Administrative Agent Lender shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyNote. (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 Borrower each Loan Party approving this Agreement, the Notes and the Indemnity AgreementNote, 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, the Notes Note and the Indemnity Agreementeach other Loan Document. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Guarantors Loan Party certifying the names and true signatures of the officers of such Guarantor Loan Party authorized to sign this Agreement, the Guaranty and the Indemnity Agreement 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. (viiiv) A certificate guaranty in substantially the form of the Secretary Exhibit D (as amended, supplemented or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized modified from time to sign this Agreementtime in accordance with its terms, the Notes and "Guaranty"), duly executed by the Indemnity Agreement and the other documents to be delivered hereunderGuarantor. (viiiv) A favorable opinion Favorable opinions of XxxxxMorrxxxx & Xoerxxxx, Xxxxx & Xxxxx, Xxw York counsel for the Borrower, and the General Counsel of the Borrower, substantially in the form of Exhibit G Exhibits E and F hereto, respectively, and as to such other matters as the Lender may reasonably request. (ixvi) A favorable opinion Favorable opinions of Shearman Bae, Xxx & SterlingXee, counsel xxunsel for the Administrative AgentGuarantor, in form and substance satisfactory or other Korean counsel to the Administrative AgentGuarantor acceptable to the Lender, and the Corporate Counsel of the Guarantor, substantially in the form of Exhibits G and H hereto, respectively, and as to such other matters as the Lender may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 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 Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Administrative Agent and payablethe Lenders in connection with this Agreement and the transactions contemplated hereby (including the accrued fees and expenses of counsel to the Administrative Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 BorrowerCompany, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes payable to the order of the Lenders, 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 each Borrower approving authorizing this Agreement, Agreement and the Notes and the Indemnity Agreementto be executed by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxXxx X. Xxxxxx, Xxxxx & XxxxxVice President and Secretary of each of the Borrowers, counsel for the BorrowerBorrowers, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrowers shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the $3,000,000,000 364-Day Credit Agreement dated as of August 6, 1999 among the Company and Sprint Capital, as borrowers, the lenders parties thereto, Citibank N.A., as administrative agent, Xxxxxxx Xxxxx Xxxxxx Inc., as book manager and arranger, Xxxxxx Guaranty Trust Company of New York, as syndication agent and Bank of America, N. A. National Trust and Savings Association and The Chase Manhattan Bank, as documentation agents.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.02.17. Sections 2.01 2.01, 2.03 and 2.03 2.17 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 March 25, 1995, other than as provided on Schedule 4.01(e) hereto, and there shall have occurred no Material Adverse Change with respect to the Guarantor since December 31, 1994. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. (c) Nothing shall have come to the attention of the Lenders or the Issuing Bank 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 and the Issuing Bank 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 or the Issuing Bank) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders and the Issuing Bank that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender Lender, the Issuing Bank and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Administrative Agent, the Issuing Bank and payablethe Lenders (including the accrued fees and expenses of counsel to the Administrative Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender and the Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender and the Issuing Bank: (i) The Revolving Credit Notes to the order of the Lenders, 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 Borrower each Loan Party approving this Agreement, the Notes and the Indemnity AgreementNotes, 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, the Notes and the Indemnity Agreementeach other Loan Document. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Loan Party certifying the names and true signatures of the officers of such Guarantor Loan Party authorized to sign this Agreement, the Guaranty and the Indemnity Agreement Notes, each other Loan Document to which it is or is to be a party and the other documents to be delivered hereunderhereunder and thereunder. (viiiv) A certificate guaranty in substantially the form of the Secretary Exhibit E (as amended, supplemented or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized modified from time to sign this Agreementtime in accordance with its terms, the Notes and "Guaranty"), duly executed by the Indemnity Agreement and the other documents to be delivered hereunderGuarantor. (viiiv) A favorable opinion Favorable opinions of XxxxxMorrxxxx & Xoerxxxx, Xxxxx & Xxxxx, Xxw York counsel for the Borrower, and the General Counsel of the Borrower, substantially in the form of Exhibit G Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender or the Issuing Bank through the Administrative Agent may reasonably request. (ixvi) Favorable opinions of Shin & Kim, xxunsel for the Guarantor, and the Corporate Counsel of the Guarantor, substantially in the form of Exhibits G-1 and G-2 hereto, respectively, and as to such other matters as any Lender or the Issuing Bank through the Administrative Agent may reasonably request. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 2003. (b) Except as set forth on Schedule IV, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could reasonably be expected to result in a Material Adverse Change. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the reasonable fees and expenses of a single firm of counsel to the Agent) to the extent invoiced to the Borrower at least one Business Day prior to the Effective Date. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion Favorable opinions of Xxxxx, Xxxxx & Xxxxx(A) Assistant General Counsel and Assistant Secretary to the Borrower substantially in the form of Exhibit D-1 hereto and (B) Debevoise and Pxxxxxxx LLP, counsel for to the Borrower, substantially in the form of Exhibit G D-2 hereto, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments of the lenders and repaid or prepaid all of the Indebtedness under, 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 notice required by said 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 2.01, 2.03, 2.04 and 2.02.06 . Sections 2.01 2.01, 2.03, 2.04 and 2.03 2.06 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) As of the Effective Date, except as disclosed in the Parent Borrower’s Quarterly Report on Form 10-Q for the quarter ending November 30, 2010, since August 31, 2010 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Parent Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Parent 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 or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Parent 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 Parent 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 Parent Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Parent Borrower shall have paid all accrued fees and other amounts due invoiced expenses of the Agents and payablethe Lenders (including the accrued fees and invoiced expenses of counsel to the Agents). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and correct and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Parent Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date; and, (ii) no event has occurred and is continuing that constitutes a Default, and (iii) the conditions precedent set forth in Section 3.01 were satisfied as of the Effective Date. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) This Agreement executed and delivered by each Person party hereto. (ii) The Revolving Credit Notes and Swing Line Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially relevant Lenders to the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time extent requested by any Lender pursuant to time, the "Guaranty"), duly executed by each of the GuarantorsSection 2.22. (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 of directors of the each Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreementto be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying (A) the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement such Notes to be delivered by it and the other documents to be delivered hereunderby it hereunder and (B) appropriate insertions and attachments, including (x) the certificate of incorporation (or equivalent) of such Borrower evidencing that it is a corporation (or appropriate corporate form) certified by its secretary or assistant secretary, (y) a long-form good standing certificate (or its equivalent, if available, for a Foreign Subsidiary Borrower) evidencing that such Borrower is validly existing, in good standing and qualified to do business in the jurisdiction in which it is organized and (z) the resolutions for such Borrower referenced in Section 3.01(h)(iii). (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiv) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the General Counsel or Associate General Counsel of the Parent Borrower, substantially in form and substance satisfactory to the form of Exhibit G heretoAgent. (ixvi) A favorable opinion of Shearman Xxxxxxx Xxxxxxx & SterlingXxxxxxxx LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Parent Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Five-Year Credit Agreement dated as of February 28, 2007 among the Parent Borrower, the lenders and agents parties thereto and JPMorgan and Citibank, as co-administrative agent, 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. (j) The Agent shall have received on or before the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (k) The Effective Date shall occur on or prior to 5:00 p.m. New York City time on April 15, 2011.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower Agent shall have notified each Lender received counterparts of this Agreement executed by the Company and the Administrative Agent in writing Lenders or, as to any of the proposed Effective DateLenders, advice satisfactory to the Agent that such Lender has executed this Agreement. (b) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments 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 BorrowerCompany, 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. (ed) The Administrative 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Any Notes required by each Lender executed by the Company and made payable to the order of the Lenders, respectivelysuch Lender pursuant to Section 2.16. (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 or the Finance Committee of the Borrower Board of Directors of the Company approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered by it hereunder. (viiiiv) A favorable opinion of XxxxxNicholas J. Camera, Xxxxx General Counsel of the Company, and of Xxxxxx, Xxxtlieb, Steen & XxxxxHamilton, counsel for the BorrowerCompany, substantially in the form of Exhibit G xxx forx xx Xxxibits D-2 and D-1 hereto, respectively. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (e) The Company shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the (i) 364-Day Credit Agreement dated as of May 15, 2003, as amended (the "Existing 364-Day Credit Agreement"), among 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 2.02.03. 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, 1998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be 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 or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxXxxxx X. Xxxxxxxx, General Counsel of the Borrower, and a favorable opinion of Xxxxx & XxxxxLardner, counsel for to the Borrower, substantially in the form of Exhibit G D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The 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, 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 notice 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, 1999 among the Borrower, the 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 2.02.03. 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, 2002, except as disclosed in the Interim Financial Statements. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified the Agent, who will promptly notify each Lender and the Administrative Agent Lender, in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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, 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 Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity AgreementLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementLoan Documents. (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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement Loan Documents and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of each of Xxxx X. Xxxxx, Xxxxx Vice President, Secretary and General Counsel of the Borrower, and Miles & XxxxxStockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit G D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 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 October 25, 1998. (b) Except as set forth under the heading "Legal Proceedings" in the Borrower's 1998 Form 10-K, there shall exist no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official (i) in which there is a reasonable possibility of an adverse determination which would have a Material Adverse Effect, or (ii) which in any manner draws into question the validity of this Agreement or the Notes. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent) as agreed separately in writing by the parties to such agreement. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 general resolutions of the board Board of directors Directors of the Borrower approving which authorize the Borrower to enter into this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxxthe Managing Director, Xxxxx Legal Affairs or of the Vice 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 Xxxxxx, Xxxxxxxxxx & XxxxxXxxxxxxxx L.L.P., counsel for the Borrower, substantially in the form of Exhibit G heretoE hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vii) Evidence of the termination of the "Commitments" under the 364-Day Credit Agreement dated as of March 13, 1998 among the Borrower, the banks parties thereto, Xxxxxx Guaranty Trust Company of New York, as documentation agent and administrative agent, and Citicorp Securities, Inc., as syndication agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.02.04. 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 Borrower There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting Paxar or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to adversely affect the Facilities or the consummation of the transactions contemplated hereby. (c) 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. (be) The Borrower Paxar shall have paid all accrued fees and other amounts due expenses of the Administrative Agent and payablethe Lender Parties (including the accrued fees and expenses of counsel to the Administrative Agent). (cf) The Borrower Paxar shall have repaid all outstanding advances received Net Cash Proceeds from the issuance of the Senior Notes of at least $149,000,000 and shall have paid all other amounts payable applied such Net Cash Proceeds first, to prepay in full the "Term Advances" under each of the Existing Credit Facilities Agreement and second, to prepay the commitments "Revolving Credit Advances" under each such the Existing Credit Facility shall have been terminatedAgreement. (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 BorrowerPaxar, 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.. 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender Party: (i) The Revolving Credit Notes to the order of the Lenders, 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 of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) 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 Paxar and each of the Guarantors other Loan Party certifying the names and true signatures of the officers of Paxar and such Guarantor other Loan Party authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (viiii) A certificate copy of the Secretary or an Assistant 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 the Borrower certifying the names and true signatures State of the officers jurisdiction of the Borrower authorized to sign this Agreement, the Notes its incorporation as being a true and the Indemnity Agreement and the other documents to be delivered hereundercorrect copy thereof. (viiiiii) A favorable opinion consent executed by each of Xxxxxthe Loan Parties (other than Paxar) to the amendment and restatement of the Existing Credit Agreement, Xxxxx & Xxxxx, counsel for in form and substance reasonably satisfactory to the Borrower, substantially in the form of Exhibit G heretoAdministrative Agent. (ixiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative AgentCertificates, 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. (v) A favorable opinion of Snow Beckxx Xxxuxx X.X., counsel for Paxar, substantially in the form of Exhibit F-1 hereto and as to such other matters as any Lender Party through the Administrative AgentAgent may reasonably request. (i) The Existing Credit Agreement shall have been terminated and all amounts due and owing under the Existing Credit Agreement shall have been paid in full in cash.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.0Section 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) The Borrower There shall have notified each Lender and the Administrative Agent in writing as exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of their Subsidiaries pending or, to the proposed Effective Datebest of the Borrower's knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(a)(i) hereto (the "Disclosed Litigation") or (ii) purports to adversely affect the legality, validity or enforceability of any material provision of this Agreement, any Note or any other Loan Document or the consummation of any of the transactions contemplated hereby. (b) The All material governmental and 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 paid been obtained and shall remain in effect; all fees and other amounts due and payableapplicable waiting periods shall have expired without any action being taken by any competent authority. (c) The Borrower shall have repaid all outstanding advances and a minimum amount of $145,000,000 in fully paid-up equity capital, which shall have paid all other amounts payable under each include expenditures of the Existing Credit Facilities Parent prior to the date hereof in connection with the development of the business of the Borrower and the commitments under each such Existing Credit Facility shall have been terminatedits 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 for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes payable to the order of the Lenders, respectivelyInitial Lender. (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 of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) 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 Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agentbusiness plan, in form and substance satisfactory to the Administrative AgentLenders. (iii) A copy of the annual audit report for the Borrower for the most recent fiscal year of the Borrower and its Subsidiaries, containing Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year. (iv) Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end 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) Evidence that the Borrower and its Subsidiaries have obtained Licenses sufficient to permit the operation of the Networks up until the seventh anniversary of the date hereof, in form and substance satisfactory to the Lenders.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, in the case of the Parent and its Subsidiaries since December 31, 1996, 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 either Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of any 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 any Loan Party or any of its Subsidiaries of the Disclosed Litigation from that described 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 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 Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (eiii) The Administrative 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 Borrower each Loan Party approving this Agreement, the Notes and the Indemnity Agreementeach 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, the Notes and the Indemnity Agreementeach Loan Document to which it is a party. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Loan Party certifying the names and true signatures of the officers of such Guarantor each Loan Party authorized to sign the Guaranty and the Indemnity Agreement each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (iv) An unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the related statements of income and cash flows of the Borrower 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 certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of XxxxxC.C. Xxxx, Xxxxx & Xxxxx, counsel for Xxneral Counsel of the Parent and the Borrower, substantially in the form of Exhibit G heretoH hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixviii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (ix) The Agent shall have received on or before the Effective Date an executed copy of the Assignment Agreement, in form and substance satisfactory to the Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of its Significant Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of any 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 any Loan Party or any of its Significant Subsidiaries of the Disclosed Litigation from that disclosed 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid (i) all accrued fees and other amounts due reasonable expenses of the Agent and payablethe Lenders with respect 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. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (eiii) The Administrative 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 Borrower each Loan Party approving this Agreement, the Notes and the Indemnity Agreementeach 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, the Notes and the Indemnity Agreementeach Loan Document to which it is a party. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Loan Party certifying the names and true signatures of the officers of such Guarantor each Loan Party authorized to sign the Guaranty and the Indemnity Agreement each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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) 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. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse 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 or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due invoiced expenses of the Agent and payablethe Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.18. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementRevolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Agreement and such Notes and the Indemnity Agreement to be delivered by it and the other documents to be delivered by it hereunder. (viiiiv) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the General Counsel or Associate General Counsel of the Borrower, substantially in form and substance satisfactory to the form of Exhibit G heretoAgent. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of August 7, 2001 among the Borrower, the 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 2.02.03. 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) 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, 2000. (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 Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect, 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the BorrowerCompany, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower Company approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxxthe General Counsel for the Company and of Jones, Xxxxx Day, Reavis & XxxxxPogue, special counsel for the Borrowertxx Xxmpany, substantially xxxxxxntixxxx in the form of Exhibit G Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The Company shall have given notice to terminate the commitments and, given irrevocable notice to prepay in full all Indebtedness, interest, fees and other amounts outstanding, 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 of the foregoing credit facilities hereby waives, upon the execution of this Agreement, any 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 2.02.03. 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, 1999. (b) Except as set forth on Schedule IV, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could reasonably be expected to result in a Material Adverse Change. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the reasonable fees and expenses of a single firm of counsel to the Agent) to the extent invoiced to the Borrower at least one Business Day prior to the Effective Date. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion Favorable opinions of Xxxxx(A) Assistant General Counsel and Assistant Secretary to the Borrower substantially in the form of Exhibit E-1 hereto and (B) Debevoise and Plimxxxx, Xxxxx & Xxxxx, counsel for xxunsel to the Borrower, substantially in the form of Exhibit G E-2 hereto, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments of the lenders and repaid or prepaid all of the Indebtedness under, the Second Amended and Restated Credit Agreement dated as of June 25, 1997 among the Borrower, the 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 2.02.03. 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 Borrower Lender Parties shall have notified 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 Lender Loan Party, including, without limitation, the terms and conditions of the Administrative Agent in writing as charter, bylaws and each class of capital stock of each Loan Party and of each agreement or instrument relating to the proposed Effective Datesuch 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 January 7, 1995 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. (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 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. (f) The Borrower shall have paid all accrued fees and other amounts due expenses of the Managing Agents and payablethe Lender Parties (including the accrued fees and expenses of counsel to the Agents). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Documentation Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eh) The Administrative Documentation Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Documentation Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender Party: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, guaranty in substantially the form of Exhibit E hereto F (as amended, supplemented or otherwise modified from time to timetime in accordance with its terms, the "Group Guaranty"), duly executed by each of the GuarantorsGroup. (iii) An indemnity, subrogation and contribution agreement, A guaranty in substantially the form of Exhibit F hereto 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 timetime in accordance with its terms, the "Indemnity AgreementSubsidiary Guaranty"), duly executed by the Borrower and each of the GuarantorsGuarantors (other than Group). (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower and each other Loan Party approving this Agreement, the Notes and the Indemnity Agreementeach 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, the Notes and the Indemnity Agreementeach other Loan Document. (v) Certified copies A copy of a certificate of the resolutions Secretary of State of the board jurisdiction of directors incorporation of each Loan Party, dated reasonably near the date of the Guarantors approving initial Borrowing, listing the Guaranty charter of such Loan Party and each amendment thereto on file in his office and certifying that (A) such amendments are the Indemnity Agreementonly amendments to such Loan Party's charter on file in his office, and of (B) such Loan Party has paid all documents evidencing other necessary corporate action and governmental approvals, if any, with respect franchise taxes to the Guaranty date of such certificate and (C) such Loan Party is duly incorporated and in good standing under the Indemnity Agreementlaws 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 an 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 each State's certificate referred to in Section 3.01(h)(v), (B) a true and correct copy of the Guarantors certifying the names and true signatures bylaws of the officers 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 Guarantor authorized to sign other Loan Party as a corporation organized under the Guaranty laws of the applicable jurisdiction, and the Indemnity Agreement and absence of any proceeding for the dissolution or liquidation of the Borrower or such other documents to be delivered hereunderLoan Party. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Agreement, the Notes and the Indemnity Agreement each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunderhereunder and thereunder. (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 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 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 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. (ix) A favorable opinion of XxxxxSkadden, Xxxxx Arps, Slate, Xxxxxxx & XxxxxXxxx, counsel for the BorrowerLoan Parties, in substantially in the form of Exhibit G heretoE hereto and as to such other matters as any Lender Party through the Managing Agents may reasonably request. (ixx) A favorable opinion of Shearman & Sterling, counsel for the Administrative AgentManaging Agents, in form and substance satisfactory to the Administrative AgentManaging Agents.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.0. 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, unless otherwise waived by the Majority Lenders: (ai) The representations and warranties contained herein and in the Security Agreement shall be true and correct as of the Effective Date as if made on the Effective Date. (ii) No Event of Default shall have occurred and be continuing. (iii) The Borrower shall have notified each Lender executed and delivered to Dxxxxx Xxxxxxxx, as collateral agent for the Administrative Agent in writing as Lenders that certain Security Agreement (the “Security Agreement”) of even date herewith, pursuant to which the Borrower has granted to the proposed Effective DateLenders 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 Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each obligations of the Existing Credit Facilities and Lenders to fund the commitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, loans set forth on Schedule 1 hereto are subject to 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 Borrower, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lenderconditions precedent: (i) The Revolving Credit Notes to representations and warranties contained herein and in the order Security Agreement shall be true and correct as of the Lenders, respectivelyFunding Date as if made on the Funding Date. (ii) A guaranty, in substantially the form No Event of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the GuarantorsDefault shall have occurred and be continuing. (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 of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) 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 Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 2002. (b) The Lead Arrangers shall be satisfied that any and all amounts outstanding (including without limitation all principal, interest, fees and other amounts owed) under the $350,000,000 Revolving Credit Agreement, dated as of March 31, 1998 (as amended, supplemented or otherwise modified from time to time, the "Original Revolving Credit Facility"), among the Borrower, the lenders party thereto and Citibank, N.A. as Administrative Agent, shall be paid by the Borrower in full, and such Original Revolving Credit Facility shall be cancelled or otherwise terminated prior to or immediately after the initial 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 Borrower shall have paid all accrued fees and other amounts expenses of the Lenders and Agents (including the accrued fees and expenses of counsel to the Administrative Agent) and taxes, if any, due and payable. (c) The Borrower shall have repaid all outstanding advances payable hereunder and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments 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 Borrower, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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")Notes, duly executed by the Borrower and made payable to the order of each of the GuarantorsLender who has requested a Note, pursuant to Section 2.18(a). (ivii) Certified copies of the (A) resolutions of the board of directors of the Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreement(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, Agreement and the Notes (if any) and (B) certificate of incorporation and bylaws of the Indemnity AgreementBorrower (such certificate, 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). (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement (if any) and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxBaker Botts LLP, Xxxxx & Xxxxx, counsel for xxxnxxx xor the Borrower, substantially in form and substance satisfactory to the form of Exhibit G heretoAgent. (ixv) A favorable opinion of the in-house counsel of the Borrower, in form and substance satisfactory to the Agent. (vi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vii) 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 through the Administrative Agent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 2000. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower shall have notified the Agent, who will promptly notify each Lender and the Administrative Agent Lender, in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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.and (iii) An indemnity, subrogation and contribution agreement, in substantially The Borrower has terminated 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 commitments of the Guarantors. lenders and repaid or prepaid in full all amounts outstanding under (ivA) Certified copies of the resolutions of the board of directors of the Borrower approving this Amended and Restated Credit Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) 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 Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing as occurred no Material Adverse Change since February 3, 2001. Nothing shall have come to the proposed Effective Dateattention 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) The There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower shall or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have paid all fees and other amounts due and payablea Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other All amounts payable owing under each of the Existing Credit Facilities 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 commitments under each such Existing Credit Facility 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 Borrower shall have paid all accrued fees and expenses of the Agents (including the reasonable accrued fees and expenses of counsel to the Agents) and all accrued fees of the Lenders. (f) On the Effective Date, the following statements shall be true and the Administrative Paying Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, 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. (eg) The Administrative Paying Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Paying Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of each of the Lenders, respectivelyLenders that have requested Revolving Credit Notes prior to the Effective Date. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, 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, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxJones, Xxxxx Day, Reavis & XxxxxPogue, counsel for the Borrowertxx Xxrrower, substantially xxxxxantially in the txx form of Exhibit G heretoE hereto and as to such other matters as any Lender through the Paying Agent may reasonably request. (ixv) 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 Administrative AgentAgents, in form and substance satisfactory to the Administrative AgentAgents.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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) The Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent (including the accrued fees and payableexpenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments 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 of the Company on behalf of itself and each other Borrower, signed by a duly authorized officer of the BorrowerCompany, 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 (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 Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Syndicated Notes) in sufficient copies for each Lender: (i) The Revolving Credit Syndicated Notes of each Initial Borrower to the order of the Lenders, 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 each Initial Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreementof such Initial Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Initial Borrower certifying the names and true signatures of the officers of such Guarantor Initial Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes of such Initial Borrower and the other documents to be delivered hereunder. (viiiv) A certificate Copies of the Secretary or an Assistant Secretary most recently available Consolidated financial statements of the Borrower certifying Company and its Consolidated Subsidiaries and the names related Consolidated statements of income, Consolidated balance sheets, Consolidated statements of shareholder's equity and true signatures Consolidated statements of cash flows, duly certified by the chief financial officer of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunderCompany. (viiiv) A favorable opinion of XxxxxMillxx & Xartxx, Xxxxx & Xxxxx, counsel for xxunsel of the BorrowerBorrowers, substantially in the form of Exhibit G heretoF hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vii) Evidence of the Process Agent's acceptance of its appointment pursuant to Section 9.14(a) as the agent of the Initial Borrowers.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.0. 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 June 30, 2002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Significant Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of any 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 Borrower or any of its Significant Subsidiaries of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports. (c) 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 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 Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due reasonable expenses of the Agent and payablethe Lenders with respect to this Agreement for which the Agent shall have made reasonable demand in accordance with Section 8.04 on or prior to the Effective Date. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (eiii) The Administrative 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 Administrative Agent and (except for any Notes requested by the Revolving Credit NotesLenders) in sufficient copies for each Lender: (i) The Revolving Credit Notes Notes, if any, to the order of each Lender requesting the Lenders, respectivelyissuance of a Note as of the Closing Date pursuant to Section 2.17. (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 Borrower approving this Agreement, the Notes and the Indemnity Agreementeach 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, the Notes and the Indemnity Agreementeach Loan Document to which it is a party. (v) 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. (viiii) A certificate of the Corporate 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 Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (viiiiv) Copies of the SEC Reports. (v) A favorable opinion of XxxxxX.X. Xxxxxx, Xxxxx & Xxxxx, counsel for the General Counsel of the Borrower, substantially in the form of Exhibit G heretoE hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance Evidence satisfactory to the Administrative AgentAgent 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 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 full. (i) The 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, 2.04 and 2.02.06. Sections 2.01 2.01, 2.03, 2.04 and 2.03 2.06 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) As of the Effective Date, except as disclosed in the Parent Borrower’s Quarterly Report on Form 10-Q for the quarter ending November 30, 2006, since August 31, 2006 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Parent Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Parent 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 or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Parent 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 Parent 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 Parent Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Parent Borrower shall have paid all accrued fees and other amounts due invoiced expenses of the Agents and payablethe Lenders (including the accrued fees and invoiced expenses of counsel to the Agents). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Parent Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes and Swing Line Notes to the order of the Lenders, respectivelyrelevant Lenders to the extent requested by any Lender pursuant to Section 2.22. (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 each Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreementto be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement such Notes to be delivered by it and the other documents to be delivered by it hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the General Counsel or Associate General Counsel of the Parent Borrower, substantially in form and substance satisfactory to the form of Exhibit G heretoAgent. (ixv) A favorable opinion of Shearman Sxxxxxx Xxxxxxx & SterlingBxxxxxxx LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Parent Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Five-Year Credit Agreement dated as of June 4, 2004 among the Parent Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, 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 2.02.03. 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, 2000 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 threatened before any court, governmental agency or arbitrator that (i) would be 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 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 and its Subsidiaries 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 Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower 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 each case solely to the extent such fees and expenses are required by other amounts due and payableprovisions of this Agreement to be so paid. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties of the Company 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. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative 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, respectively, to the extent requested by any Lender pursuant to Section 2.18. (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 Borrower Company approving this Agreement, Agreement (including the Commitment Increase contemplated by Section 2.05(c)) and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxRobert M. Reese, Xxxxx & Xxxxx, counsel for the BorrowerVice President and General Counsel ox xxx Xxxxxxx, substantially in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request 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 2.0this 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, 2004, except as shall have been disclosed or contemplated in the SEC Reports. (b) 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 the Borrower 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) 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 accordance 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 other amounts due and payableexpenses accrued under the Existing Credit Agreement to but not including the Effective Date. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized officer Financial Officer of the Borrower, dated the Effective Date, stating stating, among other things, 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. (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 Administrative Agent and (except for any Notes requested by the Revolving Credit NotesLenders) in sufficient copies for each Lender: (i) The Revolving Credit Notes Notes, if any, to the order of each Lender requesting the Lenders, respectivelyissuance of a Note as of the Closing Date pursuant to Section 2.17. (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 Borrower approving this Agreement, the Notes and the Indemnity Agreementeach 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, the Notes and the Indemnity Agreementeach Loan Document to which it is a party. (v) 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. (viiii) A certificate of the Corporate 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 Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (viiiiv) A favorable Favorable opinion letters of XxxxxX. X. Xxxxxx, Xxxxx the General Counsel of the Borrower and Hunton & XxxxxXxxxxxxx LLP, counsel for to the Borrower, substantially in the form of Exhibit G heretoExhibits E-1 and E-2, respectively, hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance Evidence satisfactory to the Administrative AgentAgent that (x) all loans and letters of credit (other than the letters of credit, if any, identified on Schedule II to the 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 Terminating Agreements have been terminated.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01 and 2.02.03. 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 shall under the Existing Credit Agreement, whether for principal, interest, fees, expenses or otherwise, have notified each Lender been or, concurrently with the making of the initial Borrowing, will be paid in full in cash and the Administrative Agent in writing all "Commitments" (as to the proposed Effective Datedefined therein) terminated. (b) There shall have occurred no Material Adverse Change since January 4, 1997 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. (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 Borrower shall have paid all accrued and invoiced fees and other amounts due expenses of the Managing Agents and payablethe Lender Parties (including the accrued and invoiced fees and expenses of counsel to the Agents). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (de) On the Effective Date, the following statements shall be true and the Administrative Documentation Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (ef) The Administrative Documentation Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Documentation Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender Party: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, guaranty in substantially the form of Exhibit E hereto F (as amended, supplemented or otherwise modified from time to timetime in accordance with its terms, the "Group Guaranty"), duly executed by each of the GuarantorsGroup. (iiiii) An indemnity, subrogation and contribution agreement, A guaranty in substantially the form of Exhibit F hereto 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 timetime in accordance with its terms, the "Indemnity AgreementSubsidiary Guaranty"), duly executed by the Borrower and each of the GuarantorsGuarantors (other than Group). (iviii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower and each other Loan Party approving this Agreement, the Notes Agreement and the Indemnity Agreementeach 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, the Notes Agreement and the Indemnity Agreementeach other Loan Document. (v) 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. (viiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Agreement, the Notes and the Indemnity Agreement each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunderhereunder and thereunder. (viiiv) A favorable opinion of XxxxxSkadden, Xxxxx Arps, Slate, Xxxxxxx & XxxxxXxxx LLP, counsel for the BorrowerLoan Parties, in substantially in the form of Exhibit G heretoE-1 hereto and as to such other matters as any Lender Party through the Managing Agents may reasonably request. (ixvi) A favorable opinion of Shearman & SterlingXxxxxxx X. Xxxxxxxxxxx, counsel General Counsel for the Administrative AgentBorrower, in substantially the form of Exhibit E-2 hereto and substance satisfactory as to such other matters as any Lender Party through the Administrative AgentManaging Agents may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.02.18. Sections 2.01 2.01, 2.03 and 2.03 2.18 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) occurring on or prior August 5, 2010 on which the following conditions precedent have been satisfied: (a) The Borrower There shall have occurred no material adverse change in the business, assets, operations or condition, financial or otherwise, of PPG and its Subsidiaries taken as a whole since December 31, 2009. (b) Except for the Disclosed Matters, there shall exist no action, suit, investigation, litigation or proceeding affecting PPG or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby. (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 and the Issuing Lender shall have been given such access to the management, records, books of account, contracts and properties of PPG 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) PPG shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower PPG shall have paid all accrued fees and other amounts due expenses of the Administrative Agent, the Issuing Lender and payablethe Lenders (including the accrued fees and expenses of counsel to the Administrative Agent) payable on or prior to the Effective Date to the extent and as previously agreed in writing. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender and the Issuing Lender a certificate signed by a duly authorized officer of the BorrowerPPG, 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, and (iii) PPG has terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding under (A) the Existing Credit Agreement (other than in respect of any Existing Letter of Credit) and (B) the €650,000,000 Facility dated as of December 3, 2007 among PPG, the lenders party thereto, BNP Paribas Securities Corp. and SG Americas Securities, LLC as mandated lead arrangers and the other agents party thereto. (eh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 of directors Executive Committee of the Borrower Board of Directors of PPG approving this Agreement, the Notes Agreement and the Indemnity Agreementother Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementother Loan Documents. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors PPG certifying the names and true signatures of the officers of such Guarantor PPG authorized to sign the Guaranty this Agreement and the Indemnity Agreement other Loan Documents and the other documents to be delivered hereunderhereunder or thereunder. (viiiv) A certificate Favorable opinions of Xxxxx Xxxx, Esquire and K&L Gates LLP, counsel for PPG, substantially in the Secretary or an Assistant Secretary forms of Exhibit E-1 and Exhibit E-2 hereto, respectively, and as to such other matters as any Lender through the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunderAdministrative Agent may reasonably request. (viiiv) A favorable opinion of XxxxxMilbank, Xxxxx Tweed, Xxxxxx & Xxxxx, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & SterlingXxXxxx LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vi) Written evidence (which may include telecopy transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be 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 or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Tim Xxxxx, Xxxxx & Xxxxx, counsel Xxsistant General Counsel for the Borrower, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 1997. (b) The There shall exist no action, suit, investigation, litigation, arbitration or proceeding (including, without limitation, any Environmental Action) affecting the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) either individually or in the aggregate, could be reasonably expected to have a Material Adverse 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 or the consummation of the transactions contemplated hereby; and there shall have paid all fees and other amounts due and payablebeen no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Borrower 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 repaid all outstanding advances 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 all other in full. (e) All amounts payable owing by the Borrower or any of its Subsidiaries under each either of the Existing Credit Facilities and the commitments under each such Existing Credit Facility Agreements shall have been terminatedbeen, or concurrently with any initial Borrowing made on the Effective Date shall be, paid in full, and all commitments of the lenders thereunder shall have been, or concurrently with any initial Borrowing made on the Effective Date shall be, terminated in accordance with the terms of 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 Borrower, dated the Effective Datesuch date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and, as though made on and as of such date; (ii) no 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of each of the Lenders, 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 certificate of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form Secretary or an Assistant Secretary 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. certifying (ivA) Certified copies of the appropriate resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) 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 Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.and

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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) 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, 2000. (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 Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect, 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the BorrowerCompany, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower Company approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxxthe General Counsel for the Company and of Jones, Xxxxx Day, Reavis & XxxxxPogue, special counsel for the BorrowerXxxxxny, substantially in subxxxxxxallx xx the form of Exhibit G Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The Company shall have given notice to terminate the commitments and, given irrevocable notice to prepay in full all Indebtedness, interest, fees and other amounts outstanding, 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 of the foregoing credit facilities hereby waives, upon the execution of this Agreement, any 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 2.02.03. 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, 2003. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be 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 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 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 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 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 Borrower Initial Borrowers shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower Initial Borrowers shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 each Initial Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 each Initial Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Initial Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Txxxxxx Xxxxx, Xxxxx & Xxxxx, counsel Assistant General Counsel for the BorrowerCompany, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Amended and Restated 364-Day Credit Agreement dated as April 17, 2003, as amended, among the Company, the lenders parties thereto and Citibank, as agent, and each of the Lenders that is a party to such credit facility hereby waives, upon execution of this Agreement, any notice required by said Credit Agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTIONS 2.01 and 2.0AND 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 exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note 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, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, each Lender shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated 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 Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the BorrowerCompany, 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. (eg) The Administrative 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 Administrative 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, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 of directors Finance Committee of the Borrower Board of Directors of the Company approving this Agreement, Agreement and the Notes and the Indemnity Agreementto be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, Agreement and the Notes and the Indemnity Agreementto be delivered by it. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement to be delivered by it and the other documents to be delivered by it hereunder. (viiiiv) A favorable opinion of XxxxxNicholas J. Camera, Xxxxx General Counsel of the Company, and xx Xxxxxx, Gottlieb, Steen & XxxxxHamilton, counsel for the BorrowerCompany, substantially in substantiallx xx the form of Exhibit G xxxx xx Exhibits D-2 and D-1 hereto, respectively. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The 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, 2000 among the Company, the lenders parties thereto and Citibank, N.A., as administrative agent; each Lender that is a party to the foregoing Credit Agreement, by execution of this Agreement, hereby waives the requirement 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 2.01 and 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing occurred no Material Adverse Change since December 31, 2003, except as otherwise publicly disclosed prior to the proposed Effective Datedate hereof. (b) The Borrower 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 paid all fees and other amounts due and payablebeen 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 Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminated.Lenders in respect of this Agreement. 42 (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 BorrowerCompany, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxXxxx X. Xxxxxx, Xxxxx & Xxxxx, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretoF hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit H hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 2004. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 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 Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Administrative Agent and payablethe Lenders in connection with this Agreement and the transactions contemplated hereby (including the accrued fees and expenses of counsel to the Administrative Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 BorrowerCompany, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes payable to the order of the Lenders, 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 each Borrower approving authorizing this Agreement, Agreement and the Notes and the Indemnity Agreementto be executed by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxMichael T. Hyde, Xxxxx & XxxxxAssistant Secretary of each of the Borxxxxxx, counsel xxxxxxx for the BorrowerBorrowers, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrowers shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the $1,000,000,000 364-Day Credit Agreement dated as of June 22, 2004 among the Company and Sprint Capital, as borrowers, the lenders parties thereto, Citibank N.A., as administrative agent, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and book maxxxxxx, XXXorgan Chase Bank, as syndication agent, and Bank of America, N.A., Deutsche Bank AG New York Branch and UBS Loan Finance LLC, as documentation agents. Each of the Lenders that is a party to the above described credit agreement, by execution hereof, hereby waives the requirement of three business days' notice to the termination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing occurred no Material Adverse Change since December 31, 2002, except as otherwise publicly disclosed prior to the proposed Effective Datedate hereof. (b) The Borrower 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 paid all fees and other amounts due and payablebeen 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 Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (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 BorrowerCompany, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxXxxx X. Xxxxxx, Xxxxx & Xxxxx, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretoF hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit H hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date occurring not later than December 31, 1995 (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1994. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Material Subsidiaries pending or 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 any Loan Document or the consummation of the transactions contemplated thereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower and its Material Subsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. 35 31 (c) All governmental, regulatory and third party consents and approvals necessary in connection with the transactions contemplated hereby (including, without limitation, all consents and approvals required under PUHCA) shall have been obtained (without the imposition of any conditions that are not acceptable in the reasonable judgment of 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all fees and other amounts due expenses of the Agent and payablefees of the Lenders (including the fees and expenses of counsel to the Agent) and fees of the Managing and Co-Syndication Agents then due; provided that the Borrower shall not be required to pay any expenses (including fees and expenses of counsel to the Agent) on the Effective Date unless the Borrower shall have received an invoice therefor at least three Business Days prior to the Effective Date. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the Borrower, 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, and (iii) The Information Memorandum and all other information, exhibits and reports furnished by the Borrower to the Agent and the Lenders in connection with the negotiation of the Loan Documents, taken as a whole, does 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 Administrative Borrower shall have received, and shall continue to maintain as of the Effective Date, a long term unsecured debt rating equal to or higher than BBB- from S&P and equal to or higher than Baa3 from Moodx'x. (h) The Bankruptcy Court shall have entered an order or orders confirming the Plans of Reorganization, and such order or orders shall not have been judicially stayed. (i) The Borrower or CGTC shall not have waived any material condition of the Plans of Reorganization without the consent of the Agent and the Lenders and all material changes and deviations in the Plans of Reorganization from the Current Plans shall be satisfactory to the Agent and the Lenders. (j) The Plans of Reorganization shall be substantially consummated (or will be substantially consummated with the distributions required to be made with the proceeds of the initial Revolving Credit Advance hereunder and the initial Letters of Credit issued hereunder and the other securities contemplated by the Plans of Reorganization). (k) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 Borrower approving this Agreement, the Notes and the Indemnity AgreementFacilities, and of all documents evidencing other necessary corporate action action, governmental and governmental approvalsregulatory approvals and third party consents (including, if anywithout limitation, all approvals and consents required under PUHCA) with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxCravath, Xxxxx Swaine & XxxxxMoorx, counsel xxunsel for the Borrower, substantially in the form of Exhibit G heretoE hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vi) Such other approvals, opinions or documents as any Lender through the Agent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION Section 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 2003. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 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 Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Administrative Agent and payablethe Lenders in connection with this Agreement and the transactions contemplated hereby (including the accrued fees and expenses of counsel to the Administrative Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) 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 BorrowerCompany, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes payable to the order of the Lenders, 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 each Borrower approving authorizing this Agreement, Agreement and the Notes and the Indemnity Agreementto be executed by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxMichael T. Hyde, Xxxxx & XxxxxAssistant Secretary of each of the Borrxxxxx, counsel xxxxxxx for the BorrowerBorrowers, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrowers shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the $1,000,000,000 364-Day Credit Agreement dated as of June 24, 2003 among the Company and Sprint Capital, as borrowers, the lenders parties thereto, Citibank N.A., as administrative agent, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and boox xxxxxxxx, JPMorgan Chase Bank, as syndication agent, and Bank of America, N.A., Deutsche Bank AG New York Branch and UBS AG, Cayman Islands Branch, as documentation agents. Each of the Lenders that is a party to the above described credit agreement, by execution hereof, hereby waives the requirement of three business days' 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 2.02.04. 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) The Lead Arrangers shall be satisfied that any and all amounts outstanding (including without limitation all principal, interest, 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 have notified each Lender and be cancelled or otherwise terminated prior to or immediately after the Administrative Agent in writing as to the proposed Effective Dateinitial Advances are made hereunder. (b) The Borrower Nothing shall have paid all fees and other amounts come to the attention of the Lenders during the course of their due and payablediligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Lenders and the commitments Administrative Agent (including the accrued fees and expenses of counsel to the Administrative Agent) and taxes, if any, due and payable hereunder and under each such Existing Credit Facility shall have been terminatedthe Fee Letter. (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 Borrower, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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")Notes, duly executed by the Borrower and made payable to the order of each of the GuarantorsLender who has requested a Note, pursuant to Section 2.20(a). (ivii) Certified copies of the (A) resolutions of the board of directors of the Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreement(if any), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, Agreement and the Notes (if any) and (B) certificate of incorporation and bylaws of the Indemnity AgreementBorrower (such certificate, 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). (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement (if any) and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxx, Xxxxx & XxxxxBaker Botts LLP, counsel for the Borrower, substantially in form and subxxxxxe xxxxsfactory to the form of Exhibit G heretoAdministrative Agent. (ixv) A favorable opinion of the in-house counsel of the Borrower, in form and substance satisfactory to the Administrative Agent. (vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received from the Borrower such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 1998. (b) The Borrower 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 paid all fees and other amounts due and payablebeen 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 Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (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 BorrowerCompany, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of J. Xxxxxx Xxxxx, Xxxxx & Xxxxx, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretoF hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form of Exhibit H hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request. (f) The Company shall have terminated the commitments, and substance 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 Administrative AgentLenders) 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 2.02.03. 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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments 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 Borrower, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, 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 of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) 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 Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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 Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 1998. (b) The Borrower 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 paid all fees and other amounts due and payablebeen 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 Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (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 BorrowerCompany, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (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 Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of J. Xxxxxx Xxxxx, Xxxxx & Xxxxx, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form of Exhibit I hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request. (f) The Company shall have terminated the commitments, and substance 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 Administrative AgentLenders) 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 2.02.15. Sections 2.01 and 2.03 2.15 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which , subject to the following conditions precedent have been satisfiedthat: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 1996. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions (other than the Acquisition) contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b). (c) All governmental and third party consents and approvals (other than consents and approvals in connection with the Acquisition, 35 including any consents and approvals under the HSR Act or any similar foreign law or regulation) necessary in connection with this Agreement or the transactions contemplated hereby and with the execution, delivery and performance of this Agreement and the Notes 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. All applicable waiting periods (other than any waiting periods in connection with the Acquisition under the HSR Act or any similar foreign law or regulation) shall have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the transactions contemplated hereby. (d) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payable. all accrued financing fees of the Lenders (c) The including the accrued fees and expenses of counsel to the Agent); provided, however, that the Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of only be obligated to pay on the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (d) On Effective Date those expenses for which it has received invoices at least one Business Day prior to 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 Borrower, 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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of those Lenders that have requested Notes prior to the Lenders, respectivelyEffective Date. (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity Agreementany Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementany Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Agreement and any Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) The environmental assessment update report dated July 29, 1997 prepared by the Borrower as to any material environmental hazards or liabilities to which the Borrower or any of its Subsidiaries may be subject. (v) A favorable opinion of XxxxxCravath, Xxxxx Swaine & Xxxxx, special counsel for the Borrower, substantially in the form of Exhibit G heretoE-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Xxxxxx X. Xxxxxxx, Esq., General Counsel of the Borrower, substantially in the form of Exhibit E-2 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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, 1994. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby or thereby. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date, which shall not be later than November 15, 1995. (be) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the Borrower, dated the Effective Date, stating that: (i) the 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 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 Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes and the Gold Notes to the order of the Lenders, respectively. (ii) A guaranty, guaranty in substantially the form of Exhibit E hereto (together with each other guaranty delivered pursuant to Section 5.01(n), in each case as amended, supplemented or otherwise modified from time to timetime in accordance with its terms, the "Guaranty"), duly executed by each of the Guarantors.Guarantor. 45 42 (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 (A) of the resolutions of the board of directors of the Borrower and each Guarantor approving this Agreementthe Loan Documents to which it is or is to be a party, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (vB) Certified copies of the resolutions by-laws of the board of directors of Borrower and each of Guarantor as in effect on the Guarantors approving the Guaranty Effective Date and the Indemnity Agreement, and (C) of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementLoan Documents. (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. (viiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying the names names, titles and true signatures of the officers of the Borrower and such Guarantor authorized to sign this Agreement, the Notes and the Indemnity Agreement Loan Documents to which they are or are to be parties and the other documents to be delivered hereunder. (v) A copy of the charter of the Borrower 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. (vi) A 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 Bakex & Xottx, xxunsel for the Borrower and each Guarantor, substantially in the form of Exhibit F hereto and as to such other matters as any Lender through the Agent may reasonably request. (viii) A favorable An opinion of Robexx X. Xxxxx, Xxxxx & XxxxxXxq., counsel for General Counsel of the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable An opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) All commitments under the Existing Credit Agreement shall have been terminated in whole pursuant to the terms thereof, and the Borrower shall have delivered to the Agent certified copies of irrevocable notices effecting such termination pursuant to Section 2.05

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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:: E-44 TABLE OF CONTENTS (a) There shall have occurred no Material Adverse Change since December 31, 2003, 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 Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) could be 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 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 Borrower or on the Borrower and its Subsidiaries taken as a whole, 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 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 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), except to the 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 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 Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued and unpaid reasonably incurred fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued and unpaid reasonably incurred fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received an Officer's Certificate, in sufficient copies for the account of each Lender a certificate Lender, signed by a duly authorized officer of the Borrower, 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; Date except where the failure for such representations and warranties to be correct would not have a Material Adverse Effect, and (ii) no No event has occurred and is continuing that constitutes a Default. (eh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectively.Lenders to the extent requested by any Lender pursuant to Section 2.14. E-45 TABLE OF CONTENTS (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 Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvalsapprovals (to the extent such documents are requested by any Lender), if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of XxxxxXxxxx X. Xxxxxx, Xxxxx Esq., General Counsel to the Borrower and White & XxxxxCase LLP, outside counsel for the Borrower, substantially in the form of Exhibit G Exhibits D-1 and D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSuch other approvals, counsel for opinions or documents as any Lender, through the Administrative Agent, in form and substance satisfactory may reasonably request. No information delivered by the Borrower pursuant to this Section 3.01 may be designated by the Administrative AgentBorrower to be Confidential Information.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. 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) 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, 2001. (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 Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect, 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 or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (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 Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the BorrowerCompany, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 Borrower Company approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of the General Counsel for the Company and of Xxxxx, Xxxxx Day, Xxxxxx & Xxxxx, special counsel for the BorrowerCompany, substantially in the form of Exhibit G Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The Company shall have given notice to terminate the commitments and, given irrevocable notice to prepay in full all Indebtedness, interest, fees and other amounts outstanding, 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 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 2.02.03. 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 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 October 31, 1999. (b) Except as set forth under the heading "Legal Proceedings" in the Borrower's 1999 Form 10-K, there shall exist no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official (i) in which there is a reasonable possibility of an adverse determination which would have a Material Adverse Effect, or (ii) which in any manner draws into question the validity of this Agreement or the Notes. (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 Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent) as agreed separately in writing by the parties to such agreement. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (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 of the Borrower, 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. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (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 general resolutions of the board Board of directors Directors of the Borrower approving which authorize the Borrower to enter into this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) 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. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Xxxxxthe Managing Director, Xxxxx & XxxxxLegal Affairs or of the Vice President, counsel for Legal Affairs and Intellectual Property of the Borrower, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Orrick, Herrington & Sutcliffe L.L.P., counsel for txx Xxxroxxx, xxxxxantxxxxx xx the form of Exhibit 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 Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03, 2.04 and 2.02.06. Sections 2.01 2.01, 2.03, 2.04 and 2.03 2.06 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) As of the Effective Date, except as disclosed in the Parent Borrower’s Quarterly Report on Form 10-Q for the quarter ending November 30, 2014, since August 31, 2014 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Parent Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Parent 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 or the consummation of the transactions contemplated hereby. (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 Parent Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Parent Borrower shall have paid all accrued fees and other amounts due invoiced expenses of the Administrative Agents and payablethe Lenders (including the accrued fees and invoiced expenses of counsel to the Administrative Agents). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and correct and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Parent Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date; and, (ii) no event has occurred and is continuing that constitutes a Default, and (iii) the conditions precedent set forth in Section 3.01 were satisfied as of the Effective Date. (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 Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) This Agreement executed and delivered by each Person party hereto. (ii) The Revolving Credit Notes and Swing Line Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially relevant Lenders to the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time extent requested by any Lender pursuant to time, the "Guaranty"), duly executed by each of the GuarantorsSection 2.22. (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 of directors of the each Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreementto be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) 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. (viiv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying (A) the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement such Notes to be delivered by it and the other documents to be delivered hereunderby it hereunder and (B) appropriate insertions and attachments, including (x) the certificate of incorporation (or equivalent) of such Borrower evidencing that it is a corporation (or appropriate corporate form) certified by its secretary or assistant secretary, (y) a long-form good standing certificate (or its equivalent, if available, for a Foreign Subsidiary Borrower) evidencing that such Borrower is validly existing, in good standing and qualified to do business in the jurisdiction in which it is organized and (z) the resolutions for such Borrower referenced in Section 3.01(g)(iii). (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiv) A favorable opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the General Counsel or of an Associate or Assistant General Counsel of the Parent Borrower, substantially in form and substance satisfactory to the form of Exhibit G heretoAdministrative Agent. (ixvi) A favorable opinion of Shearman Xxxxxxx Xxxxxxx & SterlingXxxxxxxx LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The Parent Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Four-Year Credit Agreement dated as of April 1, 2011 among the Parent Borrower, the lenders and agents parties thereto and JPMorgan, as administrative agent, 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. (i) The Administrative Agent shall have received, at least three days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (j) The Effective Date shall occur on or prior to 5:00 p.m. New York City time on April 15, 2015.