Common use of Conversion of Currencies Clause in Contracts

Conversion of Currencies. 89 10.17. Year 2000........................................................................................89 10.18. Existing Agreements Superseded...................................................................90 EXHIBITS Exhibit A-1 Form of Revolving Credit Note Exhibit A-2 Form of Swing Line Note Exhibit B-1 Form of Parent Guarantee Exhibit B-2 Form of Subsidiary Guarantee Exhibit B-3 Form of Parent Pledge Agreement Exhibit B-4A Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D Form of Borrowing Certificate Exhibit E Form of Certificate of Non-U.S. Lender Exhibit F Form of Assignment and Acceptance SCHEDULES Schedule I Lenders and Commitments Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Subsidiaries Schedule 7.2(f) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 24, 2000, among L-3 Communications Corporation, a Delaware corporation (the "Borrower") which is wholly owned by L-3 Communications Holdings, Inc., a Delaware corporation ("Holdings"), the several banks and other financial institutions or entities from time to time parties hereto (the "Lenders"), Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. ("LCPI"), as arrangers (each, in such capacity, an "Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of America National Trust & Savings Association) ("BOA"), as administrative agent for the Agents (as defined below) and the Lenders (in such capacity, the "Administrative Agent"), LCPI, as syndication agent and documentation agent (in such capacity, the "Syndication Agent" and the "Documentation Agent"), and certain financial institutions named as co-agents, AMENDS AND RESTATES IN FULL the Amended and Restated Credit Agreement, dated as of August 13, 1998 (as amended, supplemented and/or modified from time to time prior to the date hereof, the "Original Credit Agreement"), among the Borrower, the lenders party thereto from time to time (the "Original Lenders"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx), as arrangers (each, in such capacity, an Original Arranger and together, the "Original Arrangers"), the Syndication Agent, the Documentation Agent and the Administrative Agent; this amendment and restatement of the Original Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".

Conversion of Currencies. 89 10.17. 91 10.17 Year 2000........................................................................................89 10.18. ......................................................................................91 10.18 Existing Agreements Superseded...................................................................90 .................................................................92 EXHIBITS -------- Exhibit A-1 Form of Revolving Credit 364 Day Note Exhibit A-2 Form of Swing Line Term Note Exhibit B-1 Form of Parent Guarantee Exhibit B-2 Form of Subsidiary Guarantee Exhibit B-3 Form of Parent Pledge Agreement Exhibit B-4A Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D Form of Borrowing Certificate Exhibit E Form of Certificate of Non-Non U.S. Lender Exhibit F Form of Assignment and Acceptance SCHEDULES Schedule I Lenders and Commitments Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Subsidiaries Schedule 7.2(f) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 24, 2000, among L-3 Communications Corporation, a Delaware corporation (the "Borrower") which is wholly owned by L-3 Communications Holdings, Inc., a Delaware corporation ("Holdings"), the several banks and other financial institutions or entities from time to time parties hereto (the "Lenders"), Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. ("LCPI"), as arrangers (each, in such capacity, an "Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of America National Trust & Savings Association) ("BOA"), as administrative agent for the Agents (as defined below) and the Lenders (in such capacity, the "Administrative Agent"), LCPI, as syndication agent and documentation agent (in such capacity, the "Syndication Agent" and the "Documentation Agent"), and certain financial institutions named as co-agents, AMENDS AND RESTATES IN FULL the Amended and Restated Credit Agreement, dated as of August 13, 1998 (as amended, supplemented and/or modified from time to time prior to the date hereof, the "Original Credit Agreement"), among the Borrower, the lenders party thereto from time to time (the "Original Lenders"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx), as arrangers (each, in such capacity, an Original Arranger and together, the "Original Arrangers"), the Syndication Agent, the Documentation Agent and the Administrative Agent; this amendment and restatement of the Original Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".Investments

Conversion of Currencies. 89 10.1795 13.24. Year 2000........................................................................................89 10.18. Existing Agreements Superseded...................................................................90 Reaffirmation ............................................ 96 EXHIBITS Exhibit A-1 Form of Revolving Credit Note A -- Administrative Questionnaire Exhibit A-2 Form of Swing Line Note B -- Alternate Currency Addendum Exhibit B-1 Form of Parent Guarantee Exhibit B-2 Form of Subsidiary Guarantee Exhibit B-3 Form of Parent Pledge Agreement Exhibit B-4A Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D Form of Borrowing Certificate Exhibit E Form of Certificate of Non-U.S. Lender Exhibit F Form of C -- Assignment and Acceptance SCHEDULES Exhibit D -- Borrowing Subsidiary Agreement Exhibit E -- Borrowing Subsidiary Termination Exhibit F -- Competitive Bid Accept/Reject Letter Exhibit G -- Competitive Bid Request Exhibit H -- Compliance Certificate Exhibit I -- Notice of Borrowing Exhibit J -- Notice of Competitive Bid Request Exhibit K -- Competitive Bid Exhibit L -- Form of Note Exhibit M-1 -- Opinion of Mayex, Xxowx & Xlatx, Xxunsel for Anixter Exhibit M-2 -- Opinion of John X. Xxx, Xxunsel for Anixter Exhibit M-3 -- Opinion of Bakex & XcKexxxx, Xxunsel for Anixter International N.V./S.A. Exhibit N -- Opinion of Sidley & Austin, Counsel for the Administrative Agent Schedule I Lenders 1.01-A -- List of Lenders, Issuing Banks, Domestic and Eurocurrency Lending Offices, Letter of Credit Obligations and Commitments (Section Section 1.01, 13.02(c), 13.10) Schedule 1.01-B -- Existing Indebtedness (Section 1.01) Schedule 1.01-C -- Permitted Existing Liens (Section 1.01) Schedule 5.01(c) -- Subsidiaries (Section Section 5.01(c), 7.01) Schedule 5.01(d) -- Violation of Requirements of Law (Section 5.01(d)) Schedule 5.01(j) -- Pending or Threatened Litigation (Section 5.01(j)) Schedule 5.01(s) -- Environmental Matters (Section 5.01(s)) Schedule 5.01(w) -- Joint Ventures (Section 5.01(w)) Schedule 7.05 -- Insurance (Section 7.05) Schedule 8.03 -- Existing Investments (Section 8.03) Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Subsidiaries Schedule 7.2(f) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS -- Alternative Loan and Payment Procedures SECOND AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT This Second Amended and Restated Credit Agreement dated as of April 24September 6, 20001996 (as amended, among L-3 Communications Corporationsupplemented, a Delaware corporation (modified or restated from time to time, the "BorrowerAgreement") which is wholly owned by L-3 Communications Holdingsentered into among ANIXTER INC. (formerly known as Anixter Bros., Inc.), a Delaware corporation ("HoldingsAnixter"), the several banks BORROWING SUBSIDIARIES (as defined herein), the GUARANTORS (as defined herein), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF and each other financial institutions or entities institution which from time to time parties becomes a party hereto in accordance with Section 13.02(a) (together with their respective successors and assigns, individually, a "Lender" and, collectively, the "Lenders"), Banc of America Securities LLC and THE CHASE MANHATTAN BANK (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. ("LCPI"formerly known as Chemical Bank), as arrangers (each, in such capacity, an "Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of America National Trust & Savings Association) ("BOA"), its separate capacity as administrative agent for the Agents (as defined below) and the Lenders hereunder (in such capacity, the "Administrative Agent"), LCPI, as syndication agent and documentation agent (in such capacity, the "Syndication Agent" and the "Documentation Agent"), and certain financial institutions named as co-agents, AMENDS AND RESTATES IN FULL the Amended and Restated Credit Agreement, dated as of August 13, 1998 (as amended, supplemented and/or modified from time to time prior to the date hereof, the "Original Credit Agreement"), among the Borrower, the lenders party thereto from time to time (the "Original Lenders"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx), as arrangers (each, in such capacity, an Original Arranger and together, the "Original Arrangers"), the Syndication Agent, the Documentation Agent and the Administrative Agent; this amendment and restatement of the Original Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".

Conversion of Currencies. 89 10.1767 SECTION 11.16. Year 2000........................................................................................89 10.18Guaranty ................................................................. 68 SECTION 11.17. Confidentiality .......................................................... 70 SCHEDULES: Schedule 1.01(a) Centerpulse Offer Conditions Precedent Schedule 1.01(b) InCentive Offer Conditions Precedent Schedule 2.01 Commitments Schedule 8.02 Existing Agreements Superseded...................................................................90 EXHIBITS Liens Schedule 8.06 Transactions with Affiliates EXHIBITS: Exhibit A-1 Form of Revolving Credit Note Competitive Bid Request Exhibit A-2 Form of Swing Line Note Notice of Competitive Bid Request Exhibit B-1 A-3 Form of Parent Guarantee Competitive Bid Exhibit B-2 A-4 Form of Subsidiary Guarantee Competitive Bid Accept/Reject Letter Exhibit B-3 Form of Parent Pledge Agreement Exhibit B-4A Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D A-5 Form of Borrowing Certificate Request Exhibit E Form of Certificate of Non-U.S. Lender Exhibit F B Form of Assignment and Acceptance SCHEDULES Schedule I Lenders and Commitments Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Subsidiaries Schedule 7.2(fExhibit C Form of Opinion of Dewey Ballantine LLP Exhibit D Form of Administrxxxxx Xxxxxxxxxxire Exhibit E Form of Borrowing Subsidiary Agreement Exhibit F Form of Borrowing Subsidiary Termination CREDIT AGREEMENT (the "Agreement") Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 24June 12, 20002003, among L-3 Communications CorporationZIMMER HOLDINGS, INC., a Delaware corporation corporatiox (the xxx "BorrowerCompany") which is wholly owned by L-3 Communications Holdings), Inc.ZIMMER, INC., a Delaware corporation ("HoldingsZimmex"), the several banks and other financial institutions or entities from time to time parties hereto xhe BORROWING SUBSIDIARIES (the "Lenders"as defined herein), Banc of America Securities LLC the LENDERS (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. ("LCPI"as defined herein), as arrangers (eachand JPMORGAN CHASE BANK, in such capacity, an "Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of America National Trust & Savings Association) ("BOA")New York banking corporation, as administrative agent for the Agents (as defined below) and the Lenders (in such capacity, the "Administrative Agent"), LCPI, as syndication agent . Pursuant to the Centerpulse Offer (such term and documentation agent (each other capitalized term used but not defined herein having the meaning assigned to it in such capacityArticle I), the Company has offered to purchase each outstanding Centerpulse Share for consideration equal to (a) CHF 120 in cash (the "Syndication Agent" Centerpulse Cash Consideration") and (b) 3.68 newly issued shares of Company Stock. Pursuant to the InCentive Offer, the Company has offered to purchase each outstanding InCentive Share for Swiss Francs (the "InCentive Cash Consideration") and newly issued shares of Company Stock, the exact amount of which will be based on a formula and will be based upon, among other things, the number of Centerpulse Shares held by InCentive and the "Documentation Agent")net value of other assets remaining at InCentive on the last day of the InCentive Offer. The aggregate amount of the Cash Consideration payable in connection with the Offers is approximately CHF 1,429,117,560. In connection with the Offers, and certain financial institutions named as co-agentsto provide a portion of the financing therefor, AMENDS AND RESTATES IN FULL the Amended Company and Restated the Borrowers have entered into this Agreement and the Revolving Credit and Term Loan Agreement. The Borrowers have requested that the Lenders, dated as on the terms and subject to the conditions herein set forth (i) extend credit to the Borrowers in the form of August 13, 1998 (as amended, supplemented and/or modified Revolving Loans at any time and from time to time prior to the date hereofMaturity Date in an aggregate principal amount not in excess of $400,000,000 at any time outstanding and (ii) provide a procedure pursuant to which the Borrowers may invite the Lenders to bid on an uncommitted basis on short-term borrowings by the Borrowers. The proceeds of the Loans made on the Initial Funding Date are to be used solely by the Borrowers (i) to pay a portion of the Cash Consideration for Shares purchased pursuant to the Offers, (ii) to refinance Indebtedness of the Company and Centerpulse and their respective subsidiaries and (iii) to pay fees and expenses related to the Transactions. The proceeds of the Loans (other than the Loans used for the purposes specified in the immediately preceding sentence) made to the Borrowers shall be used for general corporate purposes. The Lenders are willing to extend such credit on the terms and subject to the conditions herein set forth. Accordingly, the "Original Credit Agreement"), among the Borrower, the lenders party thereto from time to time (the "Original Lenders"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx), parties hereto agree as arrangers (each, in such capacity, an Original Arranger and together, the "Original Arrangers"), the Syndication Agent, the Documentation Agent and the Administrative Agent; this amendment and restatement of the Original Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".follows:

Conversion of Currencies. 89 92 10.17. Year 2000........................................................................................89 10.18. Existing Agreements Superseded...................................................................90 ......................................................93 EXHIBITS Exhibit A-1 Form of Revolving Credit 364 Day Note Exhibit A-2 Form of Swing Line Term Note Exhibit B-1 Form of Parent Guarantee Exhibit B-2 Form of Subsidiary Guarantee Exhibit B-3 Form of Parent Pledge Agreement Exhibit B-4A Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D Form of Borrowing Certificate Exhibit E Form of Certificate of Non-U.S. Lender Exhibit F Form of Assignment and Acceptance Exhibit G Form of Increased Commitment Agreement Exhibit H Form of Lender Addition Agreement SCHEDULES Schedule I Lenders and Commitments Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.8 Real Property Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Subsidiaries Schedule 7.2(f) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 24, 2000, among L-3 Communications Corporation, a Delaware corporation (the "Borrower") which is wholly owned by L-3 Communications Holdings, Inc., a Delaware corporation ("Holdings"), the several banks and other financial institutions or entities from time to time parties hereto (the "Lenders"), Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. ("LCPI"), as arrangers (each, in such capacity, an "Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of America National Trust & Savings Association) ("BOA"), as administrative agent for the Agents (as defined below) and the Lenders (in such capacity, the "Administrative Agent"), LCPI, as syndication agent and documentation agent (in such capacity, the "Syndication Agent" and the "Documentation Agent"), and certain financial institutions named as co-agents, AMENDS AND RESTATES IN FULL the Amended and Restated Credit Agreement, dated as of August 13, 1998 (as amended, supplemented and/or modified from time to time prior to the date hereof, the "Original Credit Agreement"), among the Borrower, the lenders party thereto from time to time (the "Original Lenders"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx), as arrangers (each, in such capacity, an Original Arranger and together, the "Original Arrangers"), the Syndication Agent, the Documentation Agent and the Administrative Agent; this amendment and restatement of the Original Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".Investments

Conversion of Currencies. 89 90 10.17. Year 2000........................................................................................89 ......................................................91 10.18. Existing Agreements Superseded...................................................................90 .................................91 EXHIBITS Exhibit A-1 Form of Revolving Credit Note Exhibit A-2 Form of Swing Line Note Exhibit B-1 Form of Parent Guarantee Exhibit B-2 Form of Subsidiary Guarantee Exhibit B-3 Form of Parent Pledge Agreement Exhibit B-4A Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D Form of Borrowing Certificate Exhibit E Form of Certificate of Non-U.S. Lender Exhibit F Form of Assignment and Acceptance SCHEDULES Schedule I Lenders and Commitments Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.8 Real Property Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Subsidiaries Schedule 7.2(f) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 24August 13, 20001998, among L-3 Communications Corporation, a Delaware corporation (the "Borrower") which is wholly owned by L-3 Communications Holdings, Inc., a Delaware corporation ("Holdings"), the several banks and other financial institutions or entities from time to time parties hereto (the "Lenders"), Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. ("LCPI")) and BancAmerica Xxxxxxxxx Xxxxxxxx, as arrangers (each, in such capacity, an "Arranger" and together, the "Arrangers"), Bank of AmericaLCPI, N.A. as syndication agent and documentation agent (f/k/a in such capacity, the "Syndication Agent" and the "Documentation Agent"), Bank of America National Trust & Savings Association) Association ("BOA"), as administrative agent for the Agents (as defined below) and the Lenders (in such capacity, the "Administrative Agent"), LCPI, as syndication agent and documentation agent (in such capacity, the "Syndication Agent" and the "Documentation Agent"), ) and certain financial institutions named as co-agents, AMENDS AND RESTATES IN FULL the Amended and Restated Credit Agreement, dated as of August 13April 30, 1998 1997 (as amended, supplemented and/or modified from time to time prior to the date hereof, the "Original Credit Agreement"), among the Borrower, the lenders party thereto from time to time (the "Original Lenders"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx)Xxxxxx Brothers Inc., as arrangers arranger (each, in such capacity, an Original Arranger and together, the "Original ArrangersArranger"), the Syndication Agent, the Documentation Agent and the Administrative AgentBOA, as administrative agent; this amendment and restatement of the Original Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".

Conversion of Currencies. 89 10.1781 SECTION 10.12. Year 2000........................................................................................89 10.18. Waiver of Immunity............................................81 SCHEDULES AND EXHIBITS Schedule 1 - Commitment Schedule Schedule 2 - Existing Agreements Superseded...................................................................90 EXHIBITS Swaps Schedule 5.11 - Investments Exhibit A-1 Form of Revolving Credit A - Tranche A Note Exhibit A-2 Form of Swing Line B - Tranche B Note Exhibit B-1 Form C - Tranche C Note Exhibit D-1 - Opinion of Parent Guarantee New York Counsel for the Issuers Exhibit B-2 Form D-2 - Opinion of Subsidiary Guarantee Mexican Counsel for Savia Exhibit B-3 Form E-1 - Opinion of Parent Special New York Counsel for the Agents Exhibit E-2 - Opinion of Special Mexican Counsel for the Agents Exhibit F - Assignment Agreement Exhibit G - Mexican Pledge Agreement Exhibit B-4A H - U.S. Pledge and Interest Reserve Agreement Exhibit I - Mexican Collateral Reserve Agreement Exhibit J - U.S. Collateral Reserve Agreement Exhibit K - Notice of Issuance Exhibit L - Secretary's Certificate of Savia Exhibit M - Officer's Certificate of Savia Exhibit N - Secretary's Certificate of DNAP Exhibit O - Officer's Certificate of DNAP Exhibit P - Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D Form of Borrowing Certificate Exhibit E Form of Secretary's Certificate of Non-U.S. Lender Exhibit F Form of Assignment and Acceptance SCHEDULES Schedule I Lenders and Commitments Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Subsidiaries Schedule 7.2(f) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Grantor under Mexican Trust Agreements AGREEMENT dated as of April 24March 22, 20001999 among XXXXX, among L-3 Communications CorporationX.X. de C.V., a Delaware corporation (the "Borrower") which is wholly owned by L-3 Communications Holdings, Inc., a Delaware corporation ("Holdings")DNAP HOLDING CORPORATION, the several banks and other financial institutions or entities from time to time parties hereto (the "Lenders")HOLDERS party hereto, Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. ("LCPI")XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as arrangers (eachAdministrative Agent and Documentation Agent, in such capacityCITIBANK, an "Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of America National Trust & Savings Association) ("BOA")N.A., as administrative agent for the Agents (as defined below) U.S. Collateral Agent, and the Lenders (in such capacity, the "Administrative Agent"), LCPIBANKERS TRUST COMPANY, as syndication agent and documentation agent (in such capacity, the "Syndication Agent" and the "Documentation Agent"), and certain financial institutions named as co-agents, AMENDS AND RESTATES IN FULL the Amended and Restated Credit Agreement, dated as of August 13, 1998 (as amended, supplemented and/or modified from time to time prior to the date hereof, the "Original Credit Agreement"), among the Borrower, the lenders party thereto from time to time (the "Original Lenders"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx), as arrangers (each, in such capacity, an Original Arranger and together, the "Original Arrangers"), the Syndication Agent, the Documentation Paying Agent and the Administrative Agent; this amendment and restatement of the Original Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement"Registrar.

Conversion of Currencies. 89 10.1768 Section 11.14. Year 2000........................................................................................89 10.18. Existing Agreements Superseded...................................................................90 EXHIBITS Exhibit A-1 Form of Revolving Credit Note Exhibit A-2 Form of Swing Line Note Exhibit B-1 Form of Parent Guarantee Exhibit B-2 Form Release of Subsidiary Guarantee Guarantors............................ 69 Section 11.15. USA Patriot Act............................................. 69 SCHEDULES: Schedule 1.01 -- Subsidiary Guarantors Schedule 2.01 -- Lenders and Commitments Schedule 2.05 -- Existing Letters of Credit Schedule 2.18 -- Payment Instructions Schedule 6.01 -- Debt of Subsidiaries EXHIBITS: Exhibit B-3 Form of Parent Pledge Agreement Exhibit B-4A Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D Form of Borrowing Certificate Exhibit E Form of Certificate of Non-U.S. Lender Exhibit F A -- Form of Assignment and Acceptance SCHEDULES Schedule I Lenders and Commitments Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Subsidiaries Schedule 7.2(f) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Exhibit B -- Form of Subsidiary Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS SECOND AMENDED AND RESTATED Agreement Exhibit C -- Form of Irish Certificate Exhibit D-1 -- Form of Opinion of Counsel for the Company Exhibit D-2 -- Form of Opinion of Irish Counsel for the European Borrowers FIVE YEAR CREDIT AGREEMENT, AGREEMENT dated as of April 24December 15, 2000, 2004 among L-3 Communications CorporationWATERS CORPORATION, a Delaware corporation (the "Borrower") which is wholly owned by L-3 Communications Holdings, Inc., a Delaware corporation ("HoldingsCompany"); WATERS TECHNOLOGIES IRELAND LTD. and WATERS CHROMATOGRAPHY IRELAND LTD., both companies organized under the several banks laws of Ireland (the "European Borrowers"; the Company and other financial institutions or entities the European Borrowers being collectively called the "Borrowers"); the LENDERS from time to time parties hereto (the "Lenders")party hereto; JPMORGAN CHASE BANK, Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. ("LCPI")N.A., as arrangers (each, in such capacity, an "Arranger" Administrative Agent and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of America National Trust & Savings Association) ("BOA")J.P. MORGAN EUROPE LIMITED, as administrative agent for the Agents (as defined below) and London Agent. The Cxxxxxx xxx requested the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in such capacity, Article I) to extend credit in the "Administrative Agent"), LCPI, as syndication agent form of (a) Term Loans to the Company in US Dollars in an aggregate principal amount of $250,000,000 and documentation agent (b) revolving commitments consisting of the following: (i) US Tranche Commitments under which the Company may obtain Loans in such capacity, US Dollars in an aggregate principal amount at any time outstanding that will not result in aggregate US Tranche Revolving Exposures exceeding $300,000,000 and (ii) European Tranche Commitments under which the "Syndication Agent" European Borrowers may obtain Loans in US Dollars or Euros and the "Documentation Agent")Company may obtain Loans in US Dollars in an aggregate principal amount at any time outstanding that will not result in aggregate European Tranche Revolving Exposures exceeding $150,000,000. The proceeds of borrowings are to be used for general corporate purposes of the Company and its subsidiaries, and certain financial institutions named as co-agents, AMENDS AND RESTATES IN FULL including repayment of amounts outstanding under the Amended and Restated Existing Credit Agreement, dated as payment of August 13indebtedness, 1998 (as amendedfinancing of acquisitions, supplemented and/or modified from time payment of fees and expenses in connection with the credit facilities established hereby, repurchases of equity securities of the Company and working capital. The Lenders are willing to time prior establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the date hereofconditions set forth herein. Accordingly, the "Original Credit Agreement"), among the Borrower, the lenders party thereto from time to time (the "Original Lenders"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx), parties hereto agree as arrangers (each, in such capacity, an Original Arranger and together, the "Original Arrangers"), the Syndication Agent, the Documentation Agent and the Administrative Agent; this amendment and restatement of the Original Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".follows:

Conversion of Currencies. 89 10.17SECTION 9.17. Year 2000........................................................................................Confidentiality . . . . . . . . . . . . . . . . 89 10.18SECTION 9.18. Existing Agreements Superseded...................................................................Margin Regulations . . . . . . . . . . . . . . . 90 EXHIBITS Exhibit A-1 Form of Revolving Credit Note Exhibit A-2 Form of Swing Line Note Exhibit B-1 Form of Parent Guarantee Exhibit B-2 Form of Subsidiary Guarantee Exhibit B-3 Form of Parent Pledge Agreement Exhibit B-4A Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D Form of Borrowing Certificate Exhibit E Form of Certificate of Non-U.S. Lender Exhibit F Form of SECTION 9.19. European Monetary Union . . . . . . . . . . . . 90 Contents, p.5 Page Contents, p.6 EXHIBIT A Administrative Questionnaire EXHIBIT B Assignment and Acceptance SCHEDULES Schedule I Lenders EXHIBIT C Borrowing Request EXHIBIT D Collateral Assignment EXHIBIT E Guarantee Agreement EXHIBIT F Pledge Agreement EXHIBIT G U.K. Tax Sharing Agreement EXHIBIT H U.S. Tax Sharing Policy EXHIBIT I-1 Opinion of Stoel Rives LLP EXHIBIT I-2 Opinion of Xxxxx Xxxx & Xxxxxxxx EXHIBIT I-3 Opinion of Linklaters & Paines EXHIBIT I-4 Opinion of Xxxxxxxx Chance SCHEDULE 1.01(a) Additional Cost SCHEDULE 1.01(b) Excluded Assets SCHEDULE 1.01(c) Offer Conditions Precedent SCHEDULE 1.01(d) Refinanced Indebtedness SCHEDULE 2.01 Commitments SCHEDULE 3.06 (b) Leases SCHEDULE 3.07 (a) Closing Date Subsidiaries SCHEDULE 3.07(b) Funding Date Subsidiaries SCHEDULE 3.08 Litigation SCHEDULE 3.15 Environmental Matters SCHEDULE 3.16 Insurance SCHEDULE 6.01(a) Indebtedness SCHEDULE 6.02(a) Liens SCHEDULE 6.04(b) Commitments for Investments, Loans and Commitments Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Advances of PGH and its Subsidiaries Schedule 7.2(f) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT dated as of April 24February 3, 20001998, among L-3 Communications Corporation, a Delaware corporation PACIFICORP GROUP HOLDINGS COMPANY (the "Borrower") which is wholly owned by L-3 Communications formerly known as PacifiCorp Holdings, Inc.), a Delaware corporation ("HoldingsPGH" or the "Guarantor"), PACIFICORP ENERGYCO, an unlimited company incorporated in England and Wales (the "Borrower"), the several banks and other financial institutions or entities from time to time parties hereto Lenders (the "Lenders"as defined in Article I), Banc of America Securities LLC (f/k/CITIBANK, N.A., a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. national banking association ("LCPICitibank"), as arrangers (each, in such capacity, an "Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of America National Trust & Savings Association) ("BOA"), as administrative agent for the Agents (as defined below) and the Lenders (in such capacity, the "Administrative Agent"), LCPI, as syndication agent and documentation paying agent (in such capacity, the "Syndication Paying Agent" ") for the Lenders, and as issuing bank (in such capacity, the "Documentation AgentIssuing Bank"), and certain financial institutions named CITICORP USA, INC., a Delaware corporation ("Citicorp USA"), as co-agentscollateral agent (in such capacity, AMENDS AND RESTATES IN FULL the Amended "Collateral Agent") for the Lenders. Pursuant to the Offer (such term and Restated each other capitalized term used but not defined herein having the meaning given to it in Article I), PA has offered or will offer to purchase each outstanding Share (including Shares represented by Depositary Shares) at a purchase price of xxxxx net per share in cash to the holder thereof. In connection therewith and to provide a portion of the financing therefor, (a) PA has entered into the PA Facility Agreement and (b) Powercoal has entered into the Powercoal Credit Agreement. The Borrower has requested the Lenders to extend credit in the form of (a) Term Loans at any time during the Term Loan Availability Period, dated as in an aggregate principal amount not in excess of August 13, 1998 $1,500,000,000 (as amended, supplemented and/or modified or the Sterling Equivalent thereof) and (b) Revolving Loans at any time and from time to time prior to the date hereofRevolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $400,000,000 (or the "Original Credit Agreement"Sterling Equivalent thereof). The Borrower has requested the Issuing Bank to issue letters of credit, among in an aggregate face amount at any time outstanding not in excess of $350,000,000 (or the Sterling Equivalent thereof) to support payment obligations incurred in the ordinary course of business by the Borrower, PGH or any of their respective subsidiaries. The proceeds of the lenders party thereto from time to time Term Loans, together with approximately $606,000,000 in net cash proceeds of an equity contribution (the "Original LendersPGH Equity Contribution")) to be made by PGH to the Borrower, LCPI are to be used solely (a) to distribute to PA through certain of the Borrower's direct and Banc indirect subsidiaries a portion of America Securities LLC the funds necessary to finance the Offer and for the other purposes specified in Clause 3.1(a)(i) of the PA Facility Agreement and (fb) for the payment of fees and expenses in connection with the Offer. The proceeds of the Revolving Loans (other than the Revolving Loans used for the purposes specified in the immediately preceding sentence) are to be used solely for the ordinary working capital needs of the Borrower, PGH and their respective subsidiaries. PA will use (a) the proceeds from each Acquisition Borrowing, (b) the proceeds of the Powercoal/k/a BancAmerica Xxxxxxxxx Xxxxxxxx), as arrangers PA Loans and (each, c) certain proceeds from borrowings by PA under the PA Facility Agreement to finance the Offer and for the other purposes specified in Clause 3.1(a)(i) of the PA Facility Agreement. The Lenders are willing to extend such capacity, an Original Arranger credit to the Borrower and togetherthe Issuing Bank is willing to issue letters of credit for the account of the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the "Original Arrangers"), the Syndication Agent, the Documentation Agent and the Administrative Agent; this amendment and restatement of the Original Credit Agreement, parties hereto agree as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".follows:

Conversion of Currencies. 89 10.17. 84 10.17 Year 2000........................................................................................89 10.18. Existing Agreements Superseded...................................................................90 ..............................................................................................85 EXHIBITS -------- Exhibit A-1 Form of Revolving Credit Note Exhibit A-2 Form of Swing Line Note Exhibit B-1 Form of Parent Guarantee Exhibit B-2 Form of Subsidiary Guarantee Exhibit B-3 Form of Parent Pledge Agreement Exhibit B-4A Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D Form of Borrowing Certificate Exhibit E Form of Certificate of Non-Non U.S. Lender Exhibit F Form of Assignment and Acceptance SCHEDULES Schedule I Lenders and Commitments Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Subsidiaries Schedule 4.20 Acquisition Documents Schedule 7.2(f) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 24, 2000, among L-3 Communications Corporation, a Delaware corporation (the "Borrower") which is wholly owned by L-3 Communications Holdings, Inc., a Delaware corporation ("Holdings"), the several banks and other financial institutions or entities from time to time parties hereto (the "Lenders"), Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. ("LCPI"), as arrangers (each, in such capacity, an "Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of America National Trust & Savings Association) ("BOA"), as administrative agent for the Agents (as defined below) and the Lenders (in such capacity, the "Administrative Agent"), LCPI, as syndication agent and documentation agent (in such capacity, the "Syndication Agent" and the "Documentation Agent"), and certain financial institutions named as co-agents, AMENDS AND RESTATES IN FULL the Amended and Restated Credit Agreement, dated as of August 13, 1998 (as amended, supplemented and/or modified from time to time prior to the date hereof, the "Original Credit Agreement"), among the Borrower, the lenders party thereto from time to time (the "Original Lenders"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx), as arrangers (each, in such capacity, an Original Arranger and together, the "Original Arrangers"), the Syndication Agent, the Documentation Agent and the Administrative Agent; this amendment and restatement of the Original Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".Investments

Conversion of Currencies. 89 10.17. 85 10.17 Year 2000........................................................................................89 10.18. Existing Agreements Superseded...................................................................90 ...........................................................86 EXHIBITS Exhibit A-1 Form of Revolving Credit Note Exhibit A-2 Form of Swing Line Note Exhibit B-1 Form of Parent Guarantee Exhibit B-2 Form of Subsidiary Guarantee Exhibit B-3 Form of Parent Pledge Agreement Exhibit B-4A Form of Borrower Pledge Agreement Exhibit B-4B Form of Charge Over Shares Exhibit B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx Exhibit C-2 Form of Internal Counsel Opinion Exhibit D Form of Borrowing Certificate Exhibit E Form of Certificate of Non-Non U.S. Lender Exhibit F Form of Assignment and Acceptance SCHEDULES Schedule I Lenders and Commitments Schedule II Pricing Grid Schedule III Transaction Documents Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.9 Intellectual Property Claims Schedule 4.10 Taxes Schedule 4.14 Subsidiaries Schedule 4.20 Acquisition Documents Schedule 7.2(f) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.9(c) Officers Schedule 7.9(g) Existing Investments Schedule 7.9(k) Approved Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 24, 2000, among L-3 Communications Corporation, a Delaware corporation (the "Borrower") which is wholly owned by L-3 Communications Holdings, Inc., a Delaware corporation ("Holdings"), the several banks and other financial institutions or entities from time to time parties hereto (the "Lenders"), Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) and Xxxxxx Commercial Paper Inc. ("LCPI"), as arrangers (each, in such capacity, an "Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of America National Trust & Savings Association) ("BOA"), as administrative agent for the Agents (as defined below) and the Lenders (in such capacity, the "Administrative Agent"), LCPI, as syndication agent and documentation agent (in such capacity, the "Syndication Agent" and the "Documentation Agent"), and certain financial institutions named as co-agents, AMENDS AND RESTATES IN FULL the Amended and Restated Credit Agreement, dated as of August 13, 1998 (as amended, supplemented and/or modified from time to time prior to the date hereof, the "Original Credit Agreement"), among the Borrower, the lenders party thereto from time to time (the "Original Lenders"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx), as arrangers (each, in such capacity, an Original Arranger and together, the "Original Arrangers"), the Syndication Agent, the Documentation Agent and the Administrative Agent; this amendment and restatement of the Original Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".Investments