Common use of CONDITIONS TO EFFECTIVENESS AND LENDING Clause in Contracts

CONDITIONS TO EFFECTIVENESS AND LENDING. The obligations of the Lender to make the Loan shall become effective on and as of the first date (the "Effective Date") on which the following conditions have been satisfied 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 the Lender in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and out-of- pocket expenses of the Lender (including the reasonable fees and expenses of counsel to the Lender) for which invoices have been presented to the Borrower. (f) On the Effective Date, the following statements shall be true and the Lender shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Article IV are true and correct on and as of the Effective Date; and (ii) no Default has occurred and is continuing. (g) The 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 date, in form and substance reasonably satisfactory to the Lender: (i) Certified copies of the resolutions of the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the Note. (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantor. (iii) A certificate of an officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Note and the other documents to be delivered hereunder. (iv) A 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 Xxxxxxx X. Xxxxxx, Esq., General Counsel of the Borrower, substantially in the form of Exhibit C. (vi) A legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D.

CONDITIONS TO EFFECTIVENESS AND LENDING. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01 and 2.15. Sections 2.01 and 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 have been satisfied or waivedprecedent that: (a) There shall have occurred no Material Adverse Change since December 31, 19971996. (b) There shall exist no action, suit, investigation, 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, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is would reasonably likely be expected to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) (the "Disclosed Litigation") or (ii) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of the transactions contemplated hereby hereby, and there shall have been no material adverse change in the status, or affects financial effect on the Borrower's ability to perform Borrower or any of its obligations under this Agreement or Subsidiaries, of the Note or the Guarantor's ability to perform its obligations under this Agreement and the GuaranteeDisclosed Litigation from that described on Schedule 3.01(b). (c) All governmental and third-third party consents and approvals necessary in connection with this Agreement or the transactions contemplated hereby and 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, Notes 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 LenderLenders) 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 the Lender in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and out-of- pocket expenses of the Lender Agent and all accrued financing fees of the Lenders (including the reasonable accrued fees and expenses of counsel to the Lender) Agent); provided, however, that the Borrower shall only be obligated to pay on the Effective Date those expenses for which it has received invoices have been presented at least one Business Day prior to the BorrowerEffective Date. (f) On the Effective Date, the following statements shall be true and the Lender shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Article IV are true and correct on and as of the Effective Date; and (ii) no Default has occurred and is continuing. (ge) The 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 Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Notes) in sufficient copies for each Lender: (i) Certified copies The Notes to the order of those Lenders that have requested Notes prior to the resolutions of the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the NoteEffective Date. (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor Borrower approving the Guaranteethis Agreement and any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantorthis Agreement and any Notes. (iii) A certificate of the Secretary or an officer Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Note any Notes and the other documents to be delivered hereunder. (iv) A certificate An environmental assessment update report prepared by the Borrower, in form, scope and substance reasonably satisfactory to the Lenders, as to any material environmental hazards or liabilities to which the Borrower or any of an officer of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee its Subsidiaries may be subject, and the other documents to Lenders shall be delivered hereunderreasonably satisfied with the amount and nature of any such hazards or liabilities and with the Borrower's plans with respect thereto. (v) A legal favorable opinion of Xxxxxxx Cravath, Swaine & Xxxxx, special counsel for the Borrower, substantially in the form of Exhibit F-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Xxxxxx X. XxxxxxXxxxxxx, Esq., General Counsel of the Borrower, substantially in the form of Exhibit C.F-2 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vivii) A legal favorable opinion of SkaddenShearman & Sterling, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the BorrowerAgent, substantially in form and substance satisfactory to the form of Exhibit D.Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. The obligations Section 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied or waivedsatisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972003. (b) There shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Borrower Company or any of its Significant Subsidiaries or the Guarantor or any of its Significant Subsidiaries pending or, to the knowledge of the Borrower, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect or (ii) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of 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 Guaranteehereby. (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 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-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 LenderLenders) 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. (de) The Borrower Company shall have notified each Lender and the Lender Administrative Agent in writing as to the proposed Effective Date. (ef) The Borrower Company shall have paid all accrued fees and out-of- pocket expenses of the Lender Administrative Agent and the Lenders in connection with this Agreement and the transactions contemplated hereby (including the reasonable accrued fees and expenses of counsel to the Lender) for which invoices have been presented to the BorrowerAdministrative Agent). (fg) On the Effective Date, the following statements shall be true and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; , and (ii) no Default No event has occurred and is continuing. (g) The Lender shall have received the Note, dated the Effective Date, to the order of the Lendercontinuing that constitutes a Default. (h) The Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) Certified copies The Notes payable to the order of the resolutions of the Advisory Committee of the Borrower approving this Agreement and the NoteLenders, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the Noterespectively. (ii) Certified copies of the resolutions of the Board of Directors of each Borrower authorizing this Agreement and the Guarantor approving the GuaranteeNotes to be executed by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the GuarantorNotes. (iii) A certificate of the Secretary or an officer Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and the Note Notes and the other documents to be delivered hereunder. (iv) A certificate favorable opinion of an officer Michael T. Hyde, Assistant Secretary of each of the Guarantor certifying Borrxxxxx, xxxxxxx for 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 Xxxxxxx X. Xxxxxx, Esq., General Counsel of the BorrowerBorrowers, substantially in the form of Exhibit C.D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (viv) A legal favorable opinion of Skadden, Arps, Slate, Xxxxxxx Shearman & Xxxx Sterling LLP, special counsel for the BorrowerAdministrative Agent, substantially in form and substance satisfactory to the form 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 Exhibit D.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. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01, 2.03, 2.04 and 2.06. Sections 2.01, 2.03, 2.04 and 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 or waivedsatisfied: (a) There 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 since December 31, 1997Change. (b) There As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Parent Borrower or any of its Significant Subsidiaries or the Guarantor or any of its Significant Consolidated Subsidiaries pending or, to the knowledge of the Borrowerits knowledge, threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is 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) adversely affects purports and is reasonably likely to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of 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 Guaranteehereby. (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-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 LenderLenders) 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 the Lender in writing Administrative Agent as to the proposed Effective Date. (e) The Parent Borrower shall have paid all accrued fees and out-of- pocket invoiced expenses of the Lender Administrative Agents and the Lenders (including the reasonable accrued fees and invoiced expenses of counsel to the Lender) for which invoices have been presented to the BorrowerAdministrative Agents). (f) On the Effective Date, the following statements shall be true and correct and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; and, (ii) no Default event has occurred and is continuingcontinuing that constitutes a Default, and (iii) the conditions precedent set forth in Section 3.01 were satisfied as of the Effective Date. (g) The 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 Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the LenderAdministrative Agent: (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 relevant Lenders to the extent requested by any Lender pursuant to Section 2.22. (iii) Certified copies of the resolutions of the Advisory Committee board of the directors of each Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect Notes to this Agreement and the Note. (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guaranteebe delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantorthis Agreement and such Notes. (iiiiv) A certificate of the Secretary or an officer Assistant Secretary of the each Borrower certifying (A) the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and the Note such Notes to be delivered by it and the other documents to be delivered hereunder. by it hereunder and (ivB) A appropriate insertions and attachments, including (x) the certificate of an officer 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 Guarantor certifying jurisdiction in which it is organized and (z) the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered hereunderresolutions for such Borrower referenced in Section 3.01(g)(iii). (v) A legal favorable opinion of Xxxxxxx X. Xxxxxx, Esq., 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 C.Administrative Agent. (vi) A legal favorable opinion of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, special 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, substantially in the form lenders and agents parties thereto and JPMorgan, as administrative agent, and each of Exhibit D.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.

CONDITIONS TO EFFECTIVENESS AND LENDING. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date occurring not later than December 31, 1995 (the "Effective Date") on which the following conditions precedent have been satisfied or waivedsatisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971994. (b) There shall exist no action, suit, investigation, 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 Material Subsidiaries pending or, to the knowledge of the Borrower, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority 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) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of any Loan Document or the Loan or consummation of the transactions contemplated hereby thereby, and there shall have been no material adverse change in the status, or affects financial effect on the Borrower's ability to perform Borrower and its obligations under this Agreement or Material Subsidiaries taken as a whole, of the Note or the Guarantor's ability to perform its obligations under this Agreement and the Guarantee.Disclosed Litigation from that described on Schedule 3.01(b) hereto. 35 31 (c) All governmental governmental, regulatory 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-third party consents and approvals necessary in connection with the transactions contemplated hereby (including, without limitation, all consents and thereby, approvals required under PUHCA) 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 in the Lenderreasonable 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 the Lender Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and out-of- pocket expenses of the Lender Agent and fees of the Lenders (including the reasonable fees and expenses of counsel to the LenderAgent) for which invoices have been presented 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 BorrowerAgent) on the Effective Date unless the Borrower shall have received an invoice therefor at least three Business Days prior to the Effective Date. (f) On the Effective Date, the following statements shall be true and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; and, (ii) no Default No event has occurred and is continuingcontinuing 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. (g) The Lender Borrower shall have received the Notereceived, dated and shall continue to maintain as of the Effective Date, a long term unsecured debt rating equal to the order of the Lenderor higher than BBB- from S&P and equal to or higher than Baa3 from Moodx'x. (h) The Lender Bankruptcy Court shall have received entered an order or orders confirming the GuaranteePlans of Reorganization, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Notesuch order or orders shall not have been judicially stayed. (i) The Lender 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 dateday, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) Certified copies of the resolutions of the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the Note. (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor Borrower approving the GuaranteeFacilities, 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 and the GuarantorNotes. (iii) A certificate of the Secretary or an officer Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Note Notes and the other documents to be delivered hereunder. (iv) A 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 favorable opinion of Xxxxxxx X. XxxxxxCravath, Esq.Swaine & Moorx, General Counsel of the Borrower, substantially in the form of Exhibit C. (vi) A legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel xxunsel for the Borrower, substantially in the form of Exhibit D.E hereto and as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (vi) Such other approvals, opinions or documents as any Lender through the Agent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01, 2.03, 2.04 and 2.06 . Sections 2.01, 2.03, 2.04 and 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 or waivedsatisfied: (a) There 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 since December 31, 1997Change. (b) There As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Parent Borrower or any of its Significant Subsidiaries or the Guarantor or any of its Significant Consolidated Subsidiaries pending or, to the knowledge of the Borrowerits knowledge, threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is 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) adversely affects purports and is reasonably likely to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of 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 Guaranteehereby. (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 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-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 LenderLenders) 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. (de) The Parent Borrower shall have notified the Lender in writing Agent as to the proposed Effective Date. (ef) The Parent Borrower shall have paid all accrued fees and out-of- pocket invoiced expenses of the Lender Agents and the Lenders (including the reasonable accrued fees and invoiced expenses of counsel to the Lender) for which invoices have been presented to the BorrowerAgents). (fg) On the Effective Date, the following statements shall be true and correct and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; and, (ii) no Default event has occurred and is continuing.continuing that constitutes a Default, and (giii) The Lender shall have received the Note, dated conditions precedent set forth in Section 3.01 were satisfied as of 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 Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the 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 relevant Lenders to the extent requested by any Lender pursuant to Section 2.22. (iii) Certified copies of the resolutions of the Advisory Committee board of the directors of each Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect Notes to this Agreement and the Note. (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guaranteebe delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantorthis Agreement and such Notes. (iiiiv) A certificate of the Secretary or an officer Assistant Secretary of the each Borrower certifying (A) the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and the Note such Notes to be delivered by it and the other documents to be delivered hereunder. by it hereunder and (ivB) A appropriate insertions and attachments, including (x) the certificate of an officer 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 Guarantor certifying jurisdiction in which it is organized and (z) the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered hereunderresolutions for such Borrower referenced in Section 3.01(h)(iii). (v) A legal favorable opinion of Xxxxxxx X. Xxxxxx, Esq., the General Counsel or Associate General Counsel of the Parent Borrower, substantially in form and substance satisfactory to the form of Exhibit C.Agent. (vi) A legal favorable opinion of Skadden, Arps, Slate, Sxxxxxx Xxxxxxx & Xxxx Bxxxxxxx LLP, special counsel for the Agent, in form and substance satisfactory to the 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, substantially in the form lenders and agents parties thereto and JPMorgan and Citibank, as co-administrative agent, and each of Exhibit D.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. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01, 2.03, 2.04 and 2.06. Sections 2.01, 2.03, 2.04 and 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 or waivedsatisfied: (a) There 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 since December 31, 1997Change. (b) There As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Parent Borrower or any of its Significant Subsidiaries or the Guarantor or any of its Significant Consolidated Subsidiaries pending or, to the knowledge of the Borrowerits knowledge, threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is 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) adversely affects purports and is reasonably likely to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of 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 Guaranteehereby. (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 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-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 LenderLenders) 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. (de) The Parent Borrower shall have notified the Lender in writing Agent as to the proposed Effective Date. (ef) The Parent Borrower shall have paid all accrued fees and out-of- pocket invoiced expenses of the Lender Agents and the Lenders (including the reasonable accrued fees and invoiced expenses of counsel to the Lender) for which invoices have been presented to the BorrowerAgents). (fg) On the Effective Date, the following statements shall be true and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; , and (ii) no Default No event has occurred and is continuing. (g) The Lender shall have received the Note, dated the Effective Date, to the order of the Lendercontinuing that constitutes a Default. (h) The Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) Certified copies The Revolving Credit Notes and Swing Line Notes to the order of the resolutions of relevant Lenders to the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect extent requested by any Lender pursuant to this Agreement and the NoteSection 2.22. (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the Guarantor approving the GuaranteeNotes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantorthis Agreement and such Notes. (iii) A certificate of the Secretary or an officer Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and the Note such Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A certificate of an officer favorable opinion of the Guarantor certifying the names and true signatures General Counsel or Associate General Counsel of the officers of Parent Borrower, in form and substance satisfactory to the Guarantor authorized to sign the Guarantee and the other documents to be delivered hereunderAgent. (v) A legal favorable opinion of Xxxxxxx X. Xxxxxx, Esq., General Counsel of the Borrower, substantially in the form of Exhibit C. (vi) A legal opinion of Skadden, Arps, Slate, Sxxxxxx Xxxxxxx & Xxxx Bxxxxxxx LLP, special counsel for the Agent, in form and substance satisfactory to the 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, substantially in the form lenders and agents parties thereto and Citibank, as administrative agent, and each of Exhibit D.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. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date occurring not later than March 20, 1998 (the "Effective Date") on which the following conditions precedent have been satisfied or waivedsatisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19971996. (b) There shall exist no action, suit, investigation, 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 Material Subsidiaries pending or, to the knowledge of the Borrower, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority 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) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of any Loan Document or the Loan or consummation of the transactions contemplated hereby thereby, and there shall have been no material adverse change in the status, or affects financial effect on the Borrower's ability to perform Borrower and its obligations under this Agreement or Material Subsidiaries taken as a whole, of the Note or the Guarantor's ability to perform its obligations under this Agreement and the GuaranteeDisclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental governmental, regulatory 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-third party consents and approvals necessary in connection with the transactions contemplated hereby (including, without limitation, all consents and thereby, approvals required under PUHCA) 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 in the Lenderreasonable 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 the Lender Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and out-of- pocket expenses of the Lender Agent and fees of the Lenders (including the reasonable fees and expenses of counsel to the LenderAgent) for which invoices have been presented 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 BorrowerAgent) on the Effective Date unless the Borrower shall have received an invoice therefor at least three Business Days prior to the Effective Date. (f) On the Effective Date, the following statements shall be true and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; and, (ii) no Default event has occurred and is continuingcontinuing 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. (g) The Lender Borrower shall have received the Notereceived, dated and shall continue to maintain as of the Effective Date, a long term unsecured debt rating equal to the order of the Lenderor higher than BBB+ from S&P and equal to or higher than Baa1 from Moodx'x. (h) The Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes and the Swing Line Notes) in sufficient copies for each Lender: (i) Certified copies The Revolving Credit Notes to the order of the resolutions Lenders and the Swing Line Notes to the order of the Advisory Committee of the Borrower approving this Agreement and the NoteSwing Line Banks, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the Noterespectively. (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor Borrower approving the GuaranteeFacilities, 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 and the GuarantorNotes. (iii) A certificate of the Secretary or an officer Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Note Notes and the other documents to be delivered hereunder. (iv) A 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 favorable opinion of Xxxxxxx X. XxxxxxLeBoeuf, Esq.Lamb, General Counsel of the BorrowerGreexx & XacRxx, substantially in the form of Exhibit C. (vi) A legal opinion of SkaddenL.L.P., Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D.E hereto. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the 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. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01, 2.03, 2.04 and 2.06 . Sections 2.01, 2.03, 2.04 and 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 or waivedsatisfied: (a) There 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 since December 31, 1997Change. (b) There As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Parent Borrower or any of its Significant Subsidiaries or the Guarantor or any of its Significant Consolidated Subsidiaries pending or, to the knowledge of the Borrowerits knowledge, threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is 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) adversely affects purports and is reasonably likely to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of 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 Guaranteehereby. (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 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-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 LenderLenders) 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. (de) The Parent Borrower shall have notified the Lender in writing Agent as to the proposed Effective Date. (ef) The Parent Borrower shall have paid all accrued fees and out-of- pocket invoiced expenses of the Lender Agents and the Lenders (including the reasonable accrued fees and invoiced expenses of counsel to the Lender) for which invoices have been presented to the BorrowerAgents). (fg) On the Effective Date, the following statements shall be true and correct and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; and, (ii) no Default event has occurred and is continuing.continuing that constitutes a Default, and (giii) The Lender shall have received the Note, dated conditions precedent set forth in Section 3.01 were satisfied as of 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 Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the 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 relevant Lenders to the extent requested by any Lender pursuant to Section 2.22. (iii) Certified copies of the resolutions of the Advisory Committee board of the directors of each Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect Notes to this Agreement and the Note. (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guaranteebe delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantorthis Agreement and such Notes. (iiiiv) A certificate of the Secretary or an officer Assistant Secretary of the each Borrower certifying (A) the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and the Note such Notes to be delivered by it and the other documents to be delivered hereunder. by it hereunder and (ivB) A appropriate insertions and attachments, including (x) the certificate of an officer 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 Guarantor certifying jurisdiction in which it is organized and (z) the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered hereunderresolutions for such Borrower referenced in Section 3.01(h)(iii). (v) A legal favorable opinion of Xxxxxxx X. Xxxxxx, Esq., the General Counsel or Associate General Counsel of the Parent Borrower, substantially in form and substance satisfactory to the form of Exhibit C.Agent. (vi) A legal favorable opinion of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, special counsel for the Agent, in form and substance satisfactory to the 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, substantially in the form lenders and agents parties thereto and JPMorgan and Citibank, as co-administrative agent, and each of Exhibit D.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. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01 and 2.15. Sections 2.01 and 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 have been satisfied or waivedprecedent that: (a) There shall have occurred no Material Adverse Change since December 31, 19971996. (b) There shall exist no action, suit, investigation, 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, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is would reasonably likely be expected to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) (the "Disclosed Litigation") or (ii) adversely affects purports to affect the Lender's rights and interests with respect to the Loan legality, validity or the transactions contemplated hereby or affects the Borrower's ability to perform its obligations under enforceability of this Agreement or the any Note or the Guarantor's ability to perform 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 obligations under this Agreement and Subsidiaries, of the GuaranteeDisclosed Litigation from that described on Schedule 3.01(b). (c) All governmental and third-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 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, Notes 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 LenderLenders) 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 notified the Lender in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and out-of- pocket expenses of the Lender Agent and all accrued financing fees of the Lenders (including the reasonable accrued fees and expenses of counsel to the Lender) Agent); provided, however, that the Borrower shall only be obligated to pay on the Effective Date those expenses for which it has received invoices have been presented at least one Business Day prior to the BorrowerEffective Date. (f) On the Effective Date, the following statements shall be true and the Lender shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Article IV are true and correct on and as of the Effective Date; and (ii) no Default has occurred and is continuing. (ge) The 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 Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Notes) in sufficient copies for each Lender: (i) Certified copies The Notes to the order of those Lenders that have requested Notes prior to the resolutions of the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the NoteEffective Date. (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor Borrower approving the Guaranteethis Agreement and any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantorthis Agreement and any Notes. (iii) A certificate of the Secretary or an officer Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Note any Notes and the other documents to be delivered hereunder. (iv) A certificate 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 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 its Subsidiaries may be delivered hereundersubject. (v) A legal favorable opinion of Xxxxxxx Cravath, Swaine & Xxxxx, special counsel for the Borrower, substantially in the form of Exhibit E-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Xxxxxx X. XxxxxxXxxxxxx, Esq., General Counsel of the Borrower, substantially in the form of Exhibit C.E-2 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vivii) A legal favorable opinion of SkaddenShearman & Sterling, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the BorrowerAgent, substantially in form and substance satisfactory to the form of Exhibit D.Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01, 2.03 and 2.17. Sections 2.01, 2.03 and 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 or waivedsatisfied: (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, 19971994. (b) There shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Borrower either Loan Party or any of its Significant Subsidiaries or the Guarantor or any of its Significant Subsidiaries pending or, to the knowledge of the Borrower, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect or (ii) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any other Loan Document or the Loan or consummation of 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 Guaranteehereby. (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 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-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 LenderLenders 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. (de) The Borrower shall have notified each Lender, the Lender Issuing Bank and the Administrative Agent in writing as to the proposed Effective Date. (ef) The Borrower shall have paid all accrued fees and out-of- pocket expenses of the Lender Administrative Agent, the Issuing Bank and the Lenders (including the reasonable accrued fees and expenses of counsel to the Lender) for which invoices have been presented to the BorrowerAdministrative Agent). (fg) On the Effective Date, the following statements shall be true and the Lender 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 Article IV each Loan Document are true and correct on and as of the Effective Date; , and (ii) no Default No event has occurred and is continuing. (g) The Lender shall have received the Note, dated the Effective Date, to the order of the Lendercontinuing that constitutes a Default. (h) The Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the LenderAdministrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender and the Issuing Bank: (i) Certified copies The Revolving Credit Notes to the order of the resolutions of the Advisory Committee of the Borrower approving this Agreement and the NoteLenders, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the Noterespectively. (ii) Certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, the Guarantor approving the GuaranteeNotes, 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 GuarantorNotes and each other Loan Document. (iii) A certificate of the Secretary or an officer Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement and Agreement, the Note 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. (iv) A certificate guaranty in substantially the form of an officer of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the Guarantor certifying "Guaranty"), duly executed by the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered hereunderGuarantor. (v) A legal opinion Favorable opinions of Xxxxxxx X. XxxxxxMorrxxxx & Xoerxxxx, Esq.Xxw York counsel for the Borrower, and the General Counsel of the Borrower, substantially in the form of Exhibit C.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. (vi) A legal opinion Favorable opinions of SkaddenShin & Kim, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel xxunsel for the BorrowerGuarantor, and the Corporate Counsel of the Guarantor, substantially in the form of Exhibit D.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. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied or waived:satisfied: E-44 TABLE OF CONTENTS (a) There shall have occurred no Material Adverse Change since December 31, 19972003, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, Environmental Action, suit, investigation, litigation or proceeding 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 court, governmental agency or regulatory authority arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of the transactions contemplated hereby hereby, and there shall have been no material adverse change in the status, or affects financial effect on the Borrower's ability to perform Borrower or on the Borrower and its obligations under this Agreement or Subsidiaries taken as a whole, of the Note or the Guarantor's ability to perform its obligations under this Agreement and the GuaranteeDisclosed 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 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-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 reasonably acceptable to the Lender) 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. (de) The Borrower shall have notified each Lender and the Lender Agent in writing as to the proposed Effective Date. (ef) The Borrower shall have paid all accrued and unpaid reasonably incurred fees and out-of- pocket expenses of the Lender Agent and the Lenders (including the reasonable accrued and unpaid reasonably incurred fees and expenses of counsel to the Lender) for which invoices have been presented to the BorrowerAgent). (fg) On the Effective Date, the following statements shall be true and the Lender Agent shall have received a certificate an Officer's Certificate, in sufficient copies for each Lender, signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Article IV Section 4.01 are true and 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 Default No event has occurred and is continuing. (g) The Lender shall have received the Note, dated the Effective Date, to the order of the Lendercontinuing that constitutes a Default. (h) The Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) Certified copies The Revolving Credit Notes to the order of the resolutions of Lenders to the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect extent requested by any Lender pursuant to this Agreement and the Note.Section 2.14. E-45 TABLE OF CONTENTS (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor Borrower approving this Agreement and the GuaranteeNotes, 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 the Guarantorthis Agreement and such Notes. (iii) A certificate of the Secretary or an officer Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Note Notes and the other documents to be delivered hereunder. (iv) A 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 favorable opinion of Xxxxxxx Xxxxx X. Xxxxxx, Esq., General Counsel of to the Borrower, substantially in the form of Exhibit C. (vi) A legal opinion of Skadden, Arps, Slate, Xxxxxxx Borrower and White & Xxxx Case LLP, special outside counsel for the Borrower, substantially in the form of Exhibit D.Exhibits D-1 and D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (v) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request. No information delivered by the Borrower pursuant to this Section 3.01 may be designated by the Borrower to be Confidential Information.

CONDITIONS TO EFFECTIVENESS AND LENDING. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01 and 2.15. Sections 2.01 and 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 have been satisfied or waivedprecedent that: (a) There shall have occurred no Material Adverse Change since December 31, 19971994. (b) There shall exist no action, suit, investigation, 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, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is could reasonably likely be expected to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) (the "Disclosed Litigation") or (ii) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of the transactions contemplated hereby hereby, and there shall have been no material adverse change in the status, or affects financial effect on the Borrower's ability to perform Borrower or any of its obligations under this Agreement or Subsidiaries, of the Note or the Guarantor's ability to perform its obligations under this Agreement and the GuaranteeDisclosed Litigation from that described on Schedule 3.01(b). (c) All governmental and third-third party consents and approvals necessary in connection with this Agreement or the transactions contemplated hereby and 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, Notes 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 LenderLenders) and shall remain in effect and all material governmental and third party consents and approvals necessary in order for the Borrower to conduct its business as contemplated by the 1994 10K 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 the Lender in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and out-of- pocket expenses of the Lender Agent and all accrued financing fees of the Lenders (including the reasonable accrued fees and expenses of counsel to the Lender) Agent); provided, however, that the Borrower shall only be obligated to pay on the Effective Date those expenses for which it has received invoices have been presented at least one Business Day prior to the BorrowerEffective Date. (f) On the Effective Date, the following statements shall be true and the Lender shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Article IV are true and correct on and as of the Effective Date; and (ii) no Default has occurred and is continuing. (ge) The 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 Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Notes) in sufficient copies for each Lender: (i) Certified copies The Notes to the order of the resolutions of the Advisory Committee of the Borrower approving this Agreement and the NoteLenders, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the Noterespectively. (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor Borrower approving this Agreement and the GuaranteeNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the GuarantorNotes. (iii) A certificate of the Secretary or an officer Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Note Notes and the other documents to be delivered hereunder. (iv) A certificate An environmental assessment update report prepared by the Borrower, in form, scope and substance reasonably satisfactory to the Lenders, as to any environmental hazards or liabilities to which the Borrower or any of an officer of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee its Subsidiaries may be subject, and the other documents to Lenders shall be delivered hereunderreasonably satisfied with the amount and nature of any such hazards or liabilities and with the Borrower's plans with respect thereto. (v) A legal certified copy of the Series A Certificate, the Series B Certificate and the Series C Certificate. (vi) A favorable opinion of Xxxxxxx Cravath, Swaine & Xxxxx, special counsel for the Borrower, substantially in the form of Exhibit F-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vii) A favorable opinion of Xxxxxx X. XxxxxxXxxxxxx, Esq., General Counsel of the Borrower, substantially in the form of Exhibit C.F-2 hereto and as to such other matters as any Lender through the Agent may reasonably request. (viviii) A legal favorable opinion of SkaddenShearman & Sterling, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the BorrowerAgent, substantially in form and substance satisfactory to the form of Exhibit D.Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01, 2.03 and 2.16. Sections 2.01, 2.03 and 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 or waivedsatisfied: (a) There shall have occurred no Material Adverse Change since December May 31, 19971998. (b) There shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Borrower Holding Company or any of its Significant Subsidiaries or the Guarantor or any of its Significant Subsidiaries pending or, to the knowledge of the Borrower, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is would be reasonably likely to have a Material Adverse Effect or (ii) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of 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 Guaranteehereby. (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 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-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 LenderLenders) 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. (de) The Borrower Borrowers shall have notified each Lender and the Lender Agent in writing as to the proposed Effective Date. (ef) The Borrower Borrowers shall have paid all accrued fees and out-of- pocket expenses of the Lender Agent and the Lenders (including the reasonable accrued fees and expenses of counsel to the Lender) for which invoices have been presented to the BorrowerAgent). (fg) On the Effective Date, the following statements shall be true and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; , and (ii) no Default No event has occurred and is continuing. (g) The Lender shall have received the Note, dated the Effective Date, to the order of the Lendercontinuing that constitutes a Default. (h) The Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) Certified copies The Revolving Credit Notes to the order of the resolutions of the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the NoteLenders. (ii) a copy of the 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) a copy of the 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 of Directors of each Borrower approving this Agreement and the Guarantor approving the GuaranteeNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the GuarantorNotes. (iiivi) A certificate of the Secretary or an officer Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and the Note Notes and the other documents to be delivered hereunder. (ivvii) A 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 favorable opinion of Xxxxxxx X. XxxxxxXxxxx, Esq.Senior Vice President, General Counsel Legal and Business Affairs of the BorrowerBorrowers, substantially in the form of Exhibit C.D hereto and as to such other matters as any Lender through the Agent may reasonably request. (viviii) A legal favorable opinion of SkaddenShearman & Sterling, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the BorrowerAgent, substantially in form and substance satisfactory to the form Agent. (i) The termination of Exhibit D.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. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01(b) and 2.04. Sections 2.01(b) and 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 or waivedsatisfied: (a) There Except for matters disclosed in the Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in writing prior to the Effective Date, there shall have occurred no Material Adverse Change since December 31, 19972001. (b) There shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Borrower Company or any of its Significant Subsidiaries or the Guarantor or any of its Significant Subsidiaries pending or, to the knowledge of the BorrowerSecretary or Treasurer of the Company, threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect 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) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of 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 Guaranteehereby. (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-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 reasonably acceptable to the LenderLenders) 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 Lender Agent in writing as to the proposed Effective Date. (e) The Borrower Company shall have paid all accrued fees and out-of- pocket expenses of the Lender (including Agent and the reasonable fees and expenses of counsel to the Lender) for which invoices have been presented to the BorrowerLenders. (f) On the Effective Date, the following statements shall be true and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; , and (ii) no Default No event has occurred and is continuingcontinuing that constitutes a Default. (g) The 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 Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) Certified copies The Revolving Credit Notes to the order of the resolutions of Lenders to the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect extent requested by any Lender pursuant to this Agreement and the NoteSection 2.17. (ii) Certified copies of the resolutions of the Board of Directors of the Guarantor Company approving this Agreement and the GuaranteeNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the GuarantorNotes. (iii) A certificate of the Secretary or an officer Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Note Notes and the other documents to be delivered hereunder. (iv) A certificate of an officer favorable opinion of the Guarantor certifying General Counsel for the names Company and true signatures of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the officers Company, substantially in the form of Exhibits F-1 and F-2 hereto, respectively, and as to such other matters as any Lender through the Guarantor authorized to sign the Guarantee and the other documents to be delivered hereunderAgent may reasonably request. (v) A legal favorable opinion of Xxxxxxx X. XxxxxxShearman & Sterling, Esq., General Counsel of the Borrower, substantially in the form of Exhibit C. (vi) A legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the BorrowerAgent, substantially in form and substance satisfactory to the form of Exhibit D.Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01, 2.03 and 2.17. Sections 2.01, 2.03 and 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 or waivedsatisfied: (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, 19971994. (b) There shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Borrower either Loan Party or any of its Significant Subsidiaries or the Guarantor or any of its Significant Subsidiaries pending or, to the knowledge of the Borrower, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect or (ii) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any other Loan Document or the Loan or consummation of 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 Guaranteehereby. (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 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-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 LenderLenders 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. (de) The Borrower shall have notified each Lender, the Lender Issuing Bank and the Administrative Agent in writing as to the proposed Effective Date. (ef) The Borrower shall have paid all accrued fees and out-of- pocket expenses of the Lender Administrative Agent, the Issuing Bank and the Lenders (including the reasonable accrued fees and expenses of counsel to the Lender) for which invoices have been presented to the BorrowerAdministrative Agent). (fg) On the Effective Date, the following statements shall be true and the Lender 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 Article IV each Loan Document are true and correct on and as of the Effective Date; , and (ii) no Default No event has occurred and is continuing. (g) The Lender shall have received the Note, dated the Effective Date, to the order of the Lendercontinuing that constitutes a Default. (h) The Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the LenderAdministrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender and the Issuing Bank: (i) Certified copies The Revolving Credit Notes to the order of the resolutions of the Advisory Committee of the Borrower approving this Agreement and the NoteLenders, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the Noterespectively. (ii) Certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, the Guarantor approving the GuaranteeNotes, 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 GuarantorNotes and each other Loan Document. (iii) A certificate of the Secretary or an officer Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement and Agreement, the Note 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. (iv) A certificate guaranty in substantially the form of an officer of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the Guarantor certifying "Guaranty"), duly executed by the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered hereunderGuarantor. (v) A legal opinion Favorable opinions of Xxxxxxx X. XxxxxxXxxxxxxx & Xxxxxxxx, Esq.New York counsel for the Borrower, and the General Counsel of the Borrower, substantially in the form of Exhibit C.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. (vi) A legal opinion Favorable opinions of SkaddenShin & Xxx, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the BorrowerGuarantor, and the Corporate Counsel of the Guarantor, substantially in the form of Exhibit D.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. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01, 2.03 and 2.18. Sections 2.01, 2.03 and 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 or waivedsatisfied: (a) There shall have occurred no Material Adverse Change 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, 19972009. (b) There Except for the Disclosed Matters, there shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Borrower PPG or any of its Significant Subsidiaries or the Guarantor or any of its Significant Subsidiaries pending or, to the knowledge of the Borrower, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is could reasonably likely be expected to have a Material Adverse Effect or (ii) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any of the other Loan Documents or the consummation of 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 Guaranteethereby. (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 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-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 LenderLenders) 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. (de) The Borrower PPG shall have notified the Lender Administrative Agent in writing as to the proposed Effective Date. (ef) The Borrower PPG shall have paid all accrued fees and out-of- pocket expenses of the Administrative Agent, the Issuing Lender and the Lenders (including the reasonable accrued fees and expenses of counsel to the LenderAdministrative Agent) for which invoices have been presented payable on or prior to the BorrowerEffective Date to the extent and as previously agreed in writing. (fg) On the Effective Date, the following statements shall be true and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; and, (ii) no Default No event has occurred and is continuing.continuing that constitutes a Default, and (giii) The Lender shall have received PPG has terminated the Note, dated the Effective Date, to the order commitments of the Lenderlenders 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. (h) The Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) Certified copies The Revolving Credit Notes to the order of the resolutions of Lenders to the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect extent requested by any Lender pursuant to this Agreement and the NoteSection 2.16. (ii) Certified copies of the resolutions of the Executive Committee of the Board of Directors of PPG approving this Agreement and the Guarantor approving the Guaranteeother Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Guarantorother Loan Documents. (iii) A certificate of the Secretary or an officer Assistant Secretary of the Borrower PPG certifying the names and true signatures of the officers of the Borrower PPG authorized to sign this Agreement and the Note other Loan Documents and the other documents to be delivered hereunderhereunder or thereunder. (iv) A certificate Favorable opinions of an officer Xxxxx Xxxx, Esquire and K&L Gates LLP, counsel for PPG, substantially in the forms of Exhibit E-1 and Exhibit E-2 hereto, respectively, and as to such other matters as any Lender through 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 hereunderAdministrative Agent may reasonably request. (v) A legal favorable opinion of Xxxxxxx X. XxxxxxMilbank, EsqTweed, Xxxxxx & XxXxxx LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent., General Counsel of the Borrower, substantially in the form of Exhibit C. (vi) A legal opinion Written evidence (which may include telecopy transmission of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, substantially in the form a signed signature page of Exhibit D.this Agreement) that each party hereto has signed a counterpart of this Agreement.

CONDITIONS TO EFFECTIVENESS AND LENDING. The obligations SECTION 3.01. Conditions Precedent to Effectiveness of the Lender to make the Loan Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied or waivedsatisfied: (a) There shall have occurred no Material Adverse Change since December 31, 19972003. (b) There shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Borrower Company or any of its Significant Subsidiaries or the Guarantor or any of its Significant Subsidiaries pending or, to the knowledge of the Borrower, or threatened before any court or arbitrator or before or by any court, governmental agency or regulatory authority arbitrator that (i) is could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) adversely affects purports to affect the Lender's rights and interests with respect to legality, validity or enforceability of this Agreement or any Note or the Loan or consummation of the transactions contemplated hereby hereby, and there shall have been no adverse change in the status, or affects financial effect on the Borrower's ability to perform Company or any of its obligations under this Agreement or Subsidiaries, of the Note or the Guarantor's ability to perform its obligations under this Agreement and the GuaranteeDisclosed 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 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-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 reasonably acceptable to the LenderLenders) 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. (de) The Borrower Initial Borrowers shall have notified each Lender and the Lender Agent in writing as to the proposed Effective Date. (ef) The Borrower Initial Borrowers shall have paid all accrued fees and out-of- pocket expenses of the Lender Agent and the Lenders (including the reasonable accrued fees and expenses of counsel to the Lender) for which invoices have been presented to the BorrowerAgent). (fg) On the Effective Date, the following statements shall be true and the Lender 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 Article IV Section 4.01 are true and correct on and as of the Effective Date; , and (ii) no Default No event has occurred and is continuing. (g) The Lender shall have received the Note, dated the Effective Date, to the order of the Lendercontinuing that constitutes a Default. (h) The Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) Certified copies The Revolving Credit Notes to the order of the resolutions of Lenders to the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect extent requested by any Lender pursuant to this Agreement and the NoteSection 2.16. (ii) Certified copies of the resolutions of the Board of Directors of each Initial Borrower approving this Agreement and the Guarantor approving the GuaranteeNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the GuarantorNotes. (iii) A certificate of the Secretary or an officer Assistant Secretary of the each Initial Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and the Note Notes and the other documents to be delivered hereunder. (iv) A 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 favorable opinion of Xxxxxxx X. XxxxxxTxxxxxx Xxxxx, Esq., Assistant General Counsel of for the BorrowerCompany, substantially in the form of Exhibit C.D hereto and as to such other matters as any Lender through the Agent may reasonably request. (viv) A legal favorable opinion of Skadden, Arps, Slate, Xxxxxxx Shearman & Xxxx Sterling LLP, special counsel for the BorrowerAgent, substantially in form and substance satisfactory to the form 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 Exhibit D.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.