Common use of Discharge Only Upon Payment In Full Clause in Contracts

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 58 Section 11.04. Waiver by Guarantor 58 Section 11.05. Subrogation 58 Section 11.06. Stay of Acceleration 58 Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 ARTICLE 12 MISCELLANEOUS Section 12.01. Notices 60 Section 12.02. Waivers; Amendments 61 Section 12.03. Expenses; Indemnity; Damage Waiver 62 Section 12.04. Successors and Assigns 63 Section 12.05. Survival 66 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.08. Right of Set-off 67 Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process 67 Section 12.10. WAIVER OF JURY TRIAL 68 Section 12.11. Judgment Currency 68 Section 12.12. Headings 68 Section 12.13. Confidentiality 68 Section 12.14. USA Patriot Act Notification 69 SCHEDULES Schedule 1.01A – Pricing Schedule Schedule 1.01B – Mandatory Costs Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 3.07 – Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions EXHIBITS Exhibit A – Form of Assignment and Assumption Exhibit B-1 – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – Election to Participate Exhibit E – Election to Terminate Exhibit F – Form of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Agreement CREDIT AGREEMENT dated as of December 1, 2004 among CUMMINS INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) as Administrative Agent, CITICORP USA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plc., as Co-Documentation Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 58 75 Section 11.0410.04. Waiver by Guarantor 58 the Company 75 Section 11.0510.05. Subrogation 58 75 Section 11.0610.06. Stay of Acceleration 58 Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 76 ARTICLE 12 11 MISCELLANEOUS Section 12.0111.01. Notices 60 76 Section 12.0211.02. Waivers; Amendments 61 No Waivers 78 Section 12.0311.03. Expenses; IndemnityIndemnification 78 Section 11.04. Set-offs; Damage Waiver 62 Sharing 79 Section 12.0411.05. Amendments and Waivers. 80 Section 11.06. Successors and Assigns 63 81 Section 12.0511.07. Survival 66 Collateral 83 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.08. Right of Set-off 67 Section 12.0911.08. Governing Law; JurisdictionSubmission to Jurisdiction 83 Section 11.09. Counterparts; Consent to Service Integration 84 Section 11.10. Waiver of Process 67 Jury Trial 84 Section 12.1011.11. WAIVER OF JURY TRIAL 68 Patriot Act Notice 84 Section 12.11. Judgment Currency 68 Section 12.12. Headings 68 Section 12.1311.12. Confidentiality 68 84 Section 12.1411.13. USA Patriot Act Notification 69 SCHEDULES No Fiduciary Duty 86 Section 11.14. Survival 86 Commitment Schedule 1.01A – Pricing Schedule Schedule 1.01B – Mandatory Costs Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 3.07 – Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions EXHIBITS Exhibit A – Form of Note Exhibit B – Form of Competitive Bid Quote Request Exhibit C – Form of Invitation for Competitive Bid Quotes Exhibit D – Form of Competitive Bid Quote Exhibit E – Form of Election to Participate Exhibit F – Form of Election to Terminate Exhibit G – Form of Assignment and Assumption Exhibit B-1 – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – Election to Participate Exhibit E – Election to Terminate Exhibit F – Form of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Agreement Exhibit H – Joinder Agreement Mandatory Costs Rate Exhibit I – U.S. Tax Compliance Certificate AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT dated as of December 1October 28, 2004 2011 among CUMMINS ALLERGAN, INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) N.A., as Administrative Agent, CITICORP USACITIBANK, INC.N.A., as Syndication Agent, Agent and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plcas Documentation Agent., as Co-Documentation Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in In Certain Circumstances 58 Section 11.04. 72 SECTION 9.04 Waiver by Guarantor 58 Section 11.05. the Company 72 -iii- TABLE OF CONTENTS (continued) SECTION 9.05 Subrogation 58 Section 11.06. Stay of Acceleration 58 Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 73 ARTICLE 12 X MISCELLANEOUS Section 12.01. 73 SECTION 10.01 Notices 60 Section 12.02. Waivers; Amendments 61 Section 12.03. 73 SECTION 10.02 No Waivers 74 SECTION 10.03 Expenses; IndemnityIndemnification; Damage Waiver 62 Section 12.04. Non-Liability of Banks 74 SECTION 10.04 Sharing of Payments 75 SECTION 10.05 Amendments and Waivers 75 SECTION 10.06 Successors and Assigns 63 Section 12.05. Survival 66 Section 12.06. 76 SECTION 10.07 Collateral 77 SECTION 10.08 New York Law 77 SECTION 10.09 Judicial Proceedings 77 SECTION 10.10 Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.08. Right of Set-off 67 Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process 67 Section 12.10. Headings 78 SECTION 10.11 Confidentiality 78 SECTION 10.12 WAIVER OF JURY TRIAL 68 Section 12.11. Judgment Currency 68 Section 12.12. Headings 68 Section 12.13. Confidentiality 68 Section 12.14. 79 SECTION 10.13 Joinder and Termination of Subsidiary Account Party 79 SECTION 10.14 USA Patriot PATRIOT Act Notification 69 SCHEDULES 80 SECTION 10.15 No Fiduciary Duty 81 SECTION 10.16 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 81 SECTION 10.17 Unenforceability 82 SECTION 10.18 Electronic Execution 82 Schedule 1.01A – Pricing Schedule Schedule 1.01B – Mandatory Costs Schedule 2.01 – I Commitments Schedule 2.05 – II Continued Existing Letters of Credit Schedule 3.07 – III Restricted Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – IV Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions EXHIBITS Exhibit Instruments EXHIBIT A – Form of Note EXHIBIT B Opinion of Counsel of the Company EXHIBIT C Opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, Special New York Counsel to the Administrative Agent EXHIBIT D Form of Assignment and Assumption Exhibit B-1 – EXHIBIT E Form of Opinion of Company’s External Counsel Exhibit B-2 – Confirming Bank Agreement EXHIBIT F Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – Election to Participate Exhibit E – Election to Terminate Exhibit F – Form of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Agreement EXHIBIT G Subsidiary Termination Notice CREDIT AGREEMENT dated as of December 1July 31, 2004 among CUMMINS INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED2019 among: LINCOLN NATIONAL CORPORATION, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, the LENDERS ACCOUNT PARTIES party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) as Administrative Agent, CITICORP USA, INC., as Syndication Agent, the BANKS party hereto and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plc., as Co-Documentation AgentsAdministrative Agent. The Account Parties have requested that the Banks issue letters of credit for their account and make loans to them in an aggregate face or principal amount not exceeding $2,250,000,000 at any one time outstanding, and the Banks are prepared to issue such letters of credit and make such loans upon the terms and conditions hereof. Accordingly, the parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in In Certain Circumstances 58 Section 11.04. 61 9.4 Waiver by the Guarantor 58 Section 11.05. 62 9.5 Subrogation 58 Section 11.06. 62 9.6 Stay of Acceleration 58 Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation 62 9.7 Foreign Currency Obligations 62 ARTICLE 10 MISCELLANEOUS 10.1 Notices 63 10.2 Reliance on Obligations of Subsidiary Guarantor 59 ARTICLE 12 MISCELLANEOUS Section 12.01. Notices 60 Section 12.02. Waivers; Amendments 61 Section 12.03. Verbal Instructions 63 10.3 No Waivers 63 10.4 Expenses; Indemnity; Damage Waiver 62 Section 12.04. Indemnification 63 10.5 Set-off, Etc 64 10.6 Sharing of Set-offs 65 10.7 Foreign Currency Judgments 65 10.8 Amendments and Waivers 65 10.9 Successors and Assigns 63 Section 12.05. Survival 66 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 10.10Confidentiality 67 Section 12.08. Right of Set-off 67 Section 12.09. Governing 10.11Further Assurances 68 10.12Governing Law; JurisdictionSubmission to Jurisdiction 68 10.13Counterparts; Consent to Service of Process 67 Section 12.10. WAIVER OF JURY TRIAL 68 Section 12.11. Judgment Currency 68 Section 12.12. Headings 68 Section 12.13. Confidentiality 68 Section 12.14. USA Patriot Act Notification Integration 69 SCHEDULES Schedule 1.01A – Pricing Schedule Schedule 1.01B – Mandatory Costs Schedule 2.01 – Commitments Schedule 2.05 – I - Existing Letters of Credit Schedule 3.07 – Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions II - Addresses for Notice EXHIBITS Exhibit A – Form - Notice of Borrowing Exhibit B - Notice of Conversion and Rollover Exhibit C - Acceptance Note Exhibit D - Assignment and Assumption Agreement Exhibit B-1 – E-1 - Form of Opinion of Company’s External Counsel Fraser & Xxxxxx Exhibit B-2 – E-2 - Form of Opinion of Company’s Internal Counsel Sidley & Austin Exhibit B-3 – E-3 - Form of Opinion of Original Subsidiary Borrowers’ Counsel Xxxxxxxxx X. Xxxxx Exhibit C – F-1 - Form of Opinion Bankers' Acceptance Power of Administrative Agent’s Counsel Attorney Exhibit D – Election to Participate Exhibit E – Election to Terminate Exhibit F – F-2 - Form of Opinion Acceptance Notes Power of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Agreement Attorney FIVE-YEAR CANADIAN CREDIT AGREEMENT FIVE-YEAR CANADIAN CREDIT AGREEMENT dated as of December 122, 2004 1997 among CUMMINS INTERNATIONAL MINERALS & CHEMICAL (CANADA) GLOBAL LIMITED, IMC KALIUM CANADA LTD., IMC GLOBAL INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, BANKS listed on the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) as Administrative Agent, CITICORP USA, INC., as Syndication Agentsignature pages hereof, and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plc.CANADA, as Co-Documentation AgentsAgent. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 58 47 Section 11.049.04. Waiver by the Guarantor 58 47 Section 11.059.05. Subrogation 58 47 Section 11.069.06. Stay of Acceleration 58 47 ARTICLE 10 Miscellaneous Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 ARTICLE 12 MISCELLANEOUS Section 12.0110.01. Notices 60 47 Section 12.0210.02. Waivers; Amendments 61 No Waivers 48 Section 12.0310.03. Expenses; Indemnity; Damage Waiver 62 Indemnification 48 Section 12.0410.04. Sharing of Set-offs 48 Section 10.05. Amendments and Waivers 49 Section 10.06. Successors and Assigns 63 49 Section 12.05. Survival 66 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.08. Right of Set-off 67 Section 12.0910.07. Governing Law; JurisdictionSubmission to Jurisdiction 51 Section 10.08. Counterparts; Consent to Service of Process 67 Integration 51 Section 12.1010.09. WAIVER OF JURY TRIAL 68 52 Section 12.11. Judgment Currency 68 Section 12.12. Headings 68 Section 12.1310.10. Confidentiality 68 52 Section 12.1410.11. No Reliance on Margin Stock 52 Section 10.12. Co-Lead Arrangers, Joint Bookrunners, Co-Syndication Agents and Co-Documentation Agents 52 Section 10.13. Payments Set Aside 52 Section 10.14. USA Patriot Act Notification 69 SCHEDULES Schedule 1.01A – Pricing Notice 52 Commitment Schedule Schedule 1.01B – Mandatory Costs 4.05 — Litigation Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 3.07 – Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – Existing Guarantees Schedule 3.13 – Disclosed 4.07 — Environmental Matters Schedule 6.01 – Equipment Leases 5.07 — Existing Liens Schedule 6.07 – 5.12 — Existing Restrictions EXHIBITS Debt Schedule 5.13 — Existing Investments Exhibit A – Form — Note Exhibit B — Security and Pledge Agreement Exhibit C — Term Loan Addendum Exhibit D — Opinions of Counsel for the Loan Parties Exhibit E — Assignment and Assumption Exhibit B-1 – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – Election to Participate Exhibit E – Election to Terminate Agreement Exhibit F – Form — Notice of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Agreement Borrowing iii CREDIT AGREEMENT AGREEMENT dated as of December 1February 5, 2004 among CUMMINS QWEST SERVICES CORPORATION, QWEST COMMUNICATIONS INTERNATIONAL INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) as Administrative Agent, CITICORP USA, INC., as Syndication Agent, listed on the signature pages hereof and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plcas Administrative Agent., as Co-Documentation Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 58 64 Section 11.0410.04. Waiver by Guarantor 58 the Company 64 Section 11.0510.05. Subrogation 58 64 Section 11.0610.06. Stay of Acceleration 58 Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 64 ARTICLE 12 11 MISCELLANEOUS Section 12.0111.01. Notices 60 64 Section 12.0211.02. Waivers; Amendments 61 No Waivers 65 Section 12.0311.03. Expenses; Indemnity; Damage Waiver 62 Indemnification 65 Section 12.0411.04. Sharing of Set-offs 65 Section 11.05. Amendments and Waivers 66 Section 11.06. Successors and Assigns 63 Section 12.05. Survival 66 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.0811.07. Right of Set-off 67 Designated Lenders 68 Section 12.0911.08. Collateral 69 Section 11.09. Governing Law; JurisdictionSubmission to Jurisdiction 69 PAGE Section 11.10. Counterparts; Consent to Service of Process 67 Integration 69 Section 12.1011.11. WAIVER OF JURY TRIAL 68 70 Section 12.1111.12. Judgment Currency 68 70 Section 12.12. Headings 68 Section 12.13. Confidentiality 68 Section 12.1411.13. USA Patriot Act Notification 69 SCHEDULES Schedule 1.01A – 70 Pricing Schedule Commitment Schedule 1.01B – Mandatory Costs Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 3.07 – 1—Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – 2—Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions EXHIBITS Debt Exhibit A – Form of Assignment and Assumption A—Note Exhibit B-1 – Form of B—Competitive Bid Quote Request Exhibit C—Invitation for Competitive Bid Quotes Exhibit D—Competitive Bid Quote Exhibit E-1—Opinion of Company’s External Counsel for the Borrower Exhibit B-2 – Form of E-2—Opinion of Company’s Internal the General Counsel of the Borrower Exhibit B-3 – Form of F—Opinion of Original Subsidiary Borrowers’ Special Counsel for the Administrative Agent and the Arrangers Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – G—Election to Participate Exhibit E – H—Election to Terminate Exhibit F – Form of I—Opinion of Counsel for an Eligible Subsidiary’s Counsel Subsidiary Exhibit G – Form of Compliance Certificate J—Assignment and Assumption Agreement Exhibit H – Joinder K—Designation Agreement CREDIT AGREEMENT AGREEMENT dated as of December 1March 4, 2004 2005 among CUMMINS UNIVERSAL HEALTH SERVICES, INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, LENDERS listed on the LENDERS party heretosignature pages hereof, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., THE as Syndication Agent and ABN AMRO BANK OF NOVA SCOTIA N.V., SUNTRUST BANK and THE ROYAL BANK OF SCOTLAND plc.WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 58 93 Section 11.049.04. Waiver by Guarantor 58 Orion 93 Section 11.059.05. Subrogation 58 93 Section 11.069.06. Stay of Acceleration 58 93 Section 11.07. Continuing Guaranty 59 Section 11.089.07. Limitation on the Obligations of Subsidiary Guarantor 59 94 ARTICLE 12 10 MISCELLANEOUS Section 12.0110.01. Notices 60 94 Section 12.0210.02. Waivers; Amendments 61 No Waivers 94 Section 12.0310.03. Expenses; IndemnityIndemnification 94 Section 10.04. Sharing of Set-Offs 95 Section 10.05. Amendments and Waivers; Damage Waiver 62 Release of Guarantors or Collateral 95 Section 12.0410.06. Successors and Assigns 63 98 Section 12.0510.07. Survival 66 Collateral 102 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.08. Right of Set-off 67 Section 12.0910.08. Governing Law; JurisdictionSubmission to Jurisdiction 102 Section 10.09. Counterparts; Consent to Service Integration 102 Section 10.10. Waiver of Process 67 Jury Trial 103 Section 12.10. WAIVER OF JURY TRIAL 68 Section 12.11. Judgment Currency 68 Section 12.12. Headings 68 Section 12.1310.11. Confidentiality 68 103 Section 12.1410.12. USA Patriot Act Notification 69 Non-reliance on Tracinda 103 SCHEDULES Schedule 1.01A – AND EXHIBITS Pricing Schedule Commitment Schedule 1.01B Schedule 1.01 – Mandatory Costs Library Films Schedule 2.01 4.05 – Commitments Material Litigation Schedule 2.05 4.09 – Material Subsidiaries Schedule 5.10 – Existing Letters of Credit Liens Schedule 3.07 5.11 – Subsidiaries Outstanding Debt Schedule 3.09(c) 5.13 – Certain Transactional Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions EXHIBITS with Affiliates Exhibit A – Form Note Exhibit B – Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Obligors Exhibit C – Section 8.04(d) Certificate Exhibit D – Assignment and Assumption Exhibit B-1 – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – Election to Participate Agreement Exhibit E – Election to Terminate Exhibit F – Form of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Master Assignment and Assumption Agreement OF CREDIT AGREEMENT AGREEMENT dated as of December 1April 26, 2004 among CUMMINS METRO-XXXXXXX-XXXXX STUDIOS INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) as Administrative Agent, CITICORP USA, INC., as Syndication Agent, the L/C ISSUERS party hereto and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA as Agent. MGM Studios and THE ROYAL BANK OF SCOTLAND plc.Orion (each as defined below), certain lenders, the L/C Issuers named therein and Bank of America, N.A., as Co-Documentation AgentsAgent are parties to the Third Amended and Restated Credit Agreement dated as of June 11, 2002 (as originally in effect and as amended from time to time prior to the Effective Date (as defined below), the “Original Credit Agreement”), and wish to amend the Original Credit Agreement and restate it as so amended, effective upon the satisfaction of the conditions specified in Section 3.01, as provided in this Restatement IV of Credit Agreement (as so amended and restated, and as the same may be amended from time to time after the Effective Date referred to below, this “Agreement”; references to the Agreement include, for periods prior to the Effective Date, the Original Credit Agreement as in effect from time to time). The parties hereto therefore agree as follows:

Discharge Only Upon Payment In Full. Reinstatement Reimbursement in Certain Circumstances 58 68 Section 11.049.04. Waiver by the Parent Guarantor 58 68 Section 11.059.05. Subrogation 58 68 Section 11.069.06. Stay of Acceleration 58 68 Section 11.079.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 Scheme 68 ARTICLE 12 10 MISCELLANEOUS Section 12.0110.01. Notices 60 69 Section 12.0210.02. Waivers; Amendments 61 70 Section 12.0310.03. Expenses; Indemnity; Damage Waiver 62 71 Section 12.0410.04. Successors and Assigns 63 73 Section 12.0510.05. Survival 66 77 Section 12.0610.06. Counterparts; Integration; Effectiveness 66 Integration 77 Section 12.0710.07. Severability 67 78 Section 12.0810.08. Right of Set-off 67 Setoff 78 Section 12.0910.09. Governing Law; Jurisdiction; Consent to Service of Process 67 78 Section 12.1010.10. WAIVER OF JURY TRIAL 68 79 Section 12.1110.11. Waiver of Immunities 80 Section 10.12. Judgment Currency 68 80 Section 12.1210.13. Headings 68 80 Section 12.1310.14. Confidentiality 68 81 Section 12.1410.15. Material Non-Public Information 82 Section 10.16. Interest Rate Limitation 82 Section 10.17. No Fiduciary Duty 83 Section 10.18. USA Patriot PATRIOT Act Notification 69 SCHEDULES Schedule 1.01A – Pricing Schedule Schedule 1.01B – Mandatory Costs 83 SCHEDULES: Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Initial Issuing Banks Schedule 3.07 3.14 – Subsidiaries Schedule 3.09(c) 6.01 – Certain Agreements Schedule 3.09(d) – Priority Existing Indebtedness Schedule 3.09(e) 6.02 – Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions EXHIBITS Liens EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B-1 B – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Parent Guarantor Supplement Exhibit C – Form of Opinion of Administrative Agent’s Counsel Secretary Certificate for Parent Guarantor Exhibit D – Election to Participate Form of Wachtell, Lipton, Xxxxx & Xxxx Legal Opinion on Effective Date Exhibit E – Election to Terminate Exhibit F – Form of Xxxxxx Xxx Legal Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Agreement on Effective Date CREDIT AGREEMENT dated as of December 1March 25, 2004 2013 among CUMMINS INC.MALLINCKRODT INTERNATIONAL FINANCE S.A., CUMMINS ENGINE CO. LTD.a public limited liability company (société anonyme), CUMMINS POWER GENERATION LTD.having its registered office at 0x xxxxxxxxx Xxxxxx Xxxxx, NEWAGE INTERNATIONAL LIMITEDL-1724 Luxembourg, registered with the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to hereinLuxembourg trade and companies register under number B.172865, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) NATIONAL ASSOCIATION, as Administrative Agent, CITICORP USAand, INC.from the Effective Date, as Syndication Agent, and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plc., as Co-Documentation AgentsMALLINCKRODT PLC. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 58 65 Section 11.04. Waiver by Guarantor 58 the Company 65 Section 11.05. Subrogation 58 66 Section 11.06. Stay of Acceleration 58 66 Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 66 ARTICLE 12 MISCELLANEOUS Section 12.01. Notices 60 66 Section 12.02. Waivers; Amendments 61 68 Section 12.03. Expenses; Indemnity; Damage Waiver 62 69 Section 12.04. Successors and Assigns 63 70 Section 12.05. Survival 66 72 Section 12.06. Counterparts; Integration; Effectiveness 66 72 Section 12.07. Severability 67 73 Section 12.08. Right of Set-off 67 Off 73 Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process 67 73 Section 12.10. WAIVER OF JURY TRIAL 68 74 Section 12.11. Judgment Currency 68 74 Section 12.12. Headings 68 74 Section 12.13. Confidentiality 68 74 Section 12.14. USA Patriot Act Notification 69 75 Section 12.15. No Fiduciary Duty 75 SCHEDULES Schedule 1.01A – Pricing Schedule Schedule 1.01B 1.01 – Mandatory Costs Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 3.07 – Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 6.05 – Existing Restrictions EXHIBITS Exhibit A – Form of Assignment and Assumption Exhibit B-1 – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – Election to Participate Exhibit E – Election to Terminate Exhibit F – Form of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Agreement CREDIT AGREEMENT dated as of December 1July 16, 2004 2010 among CUMMINS INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL CUMMINS GENERATOR TECHNOLOGIES LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) N.A., as Administrative Agent, CITICORP USAIssuing Bank and Swingline Lender, INC., as Syndication Agent, and BANK OF AMERICA, N.A., THE as Syndication Agent and Swingline Lender, ING BANK OF NOVA SCOTIA N.V., DUBLIN BRANCH, as Co-Documentation Agent and Swingline Lender, and EXPORT DEVELOPMENT CANADA, HSBC BANK USA, N.A. and THE ROYAL BANK OF SCOTLAND plc.PLC, as Co-Documentation Agents. The parties hereto agree as follows: