EUR 100,000,000 FACILITY AGREEMENT dated 7 March 2008 between WABCO FINANCIAL SERVICES BVBA as Borrower WABCO EUROPE BVBA and WABCO HOLDING INC. as Guarantors and PANDIOS COMM.V.A. as Lender and RABOBANK INTERNATIONAL, ANTWERP BRANCH as Calculation Agent

Exhibit 10.3

EUR 100,000,000

FACILITY AGREEMENT

dated 7 March 2008

between

WABCO FINANCIAL SERVICES BVBA

as Borrower

WABCO EUROPE BVBA

and

WABCO HOLDING INC.

as Guarantors

and

PANDIOS COMM.V.A.

as Lender

and

RABOBANK INTERNATIONAL, ANTWERP BRANCH

as Calculation Agent

Ref: DBA

Linklaters LLP

Xxxxxxxxxxxxxxx 00

0000 Xxxxxxxx

CONTENTS

CLAUSE				PAGE
1.		Definitions and interpretation		2
2.		The Facility		10
3.		Purpose		10
4.		Conditions of Utilisation		10
5.		Utilisation		11
6.		Repayment		12
7.		Prepayment and cancellation		12
8.		Interest		14
9.		Interest Periods		16
10.		Changes to the calculation of interest		16
11.		Commitment Fee		17
12.		Tax gross-up and indemnities		18
13.		Increased costs		21
14.		Other indemnities		21
15.		Mitigation by the Lender		22
16.		Costs and expenses		22
17.		Guarantee		24
18.		Representations		27
19.		Information undertakings		29
20.		Financial covenants		31
21.		General undertakings		31
22.		Events of Xxxxxxx		00
00.		Changes to the Lenders		36
24.		Changes to the Obligors		37
25.		Conduct of business by the lender		38
26.		Indemnity		38
27.		Payment mechanics		39
28.		Set-off		40
29.		Notices		40
30.		Calculations and certificates		40
31.		Partial invalidity		41
32.		Remedies and waivers		41
33.		Amendments, waivers and termination of Wabco Revolving Credit Facility		41
34.		Counterparts		42
35.		Confidentiality		42
36.		Governing law		43
37.		Enforcement		43
SCHEDULE 1 Conditions Precedent				44
SCHEDULE 2 Utilisation Request				46
SCHEDULE 3 Wabco Revolving Credit Facility				47

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THIS AGREEMENT is dated 7 March 2008 and made between:

(1) WABCO FINANCIAL SERVICES BVBA, a company organised under the laws of Belgium having its registered office at Xxxxxxxxxxxxxxx 0000, 0000 Xxxxxxxx, Xxxxxxx, with registration number 0881.425.934, as borrower (the “Borrower”);

(2) WABCO EUROPE BVBA, a company organised under the laws of Belgium having its registered office at Xxxxxxxxxxxxxxx 0000, 0000 Xxxxxxxx, Xxxxxxx, with registration number 0475.956.135, as guarantor (the “Company”);

(3) WABCO HOLDINGS INC. a corporation organised under the laws of Delaware, having its registered office at Orange Street Wilmington, United States of America, with IRS number 208481962, as guarantor (“Wabco Holdings”, and together with the Company, the “Guarantors”);

(4) PANDIOS COMM.V.A., a company organised under the laws of Belgium having its registered office at Xxxxxxxxxxxxxxxxx 00 xxx 0, 0000 Xxxxxxx (Xxxxxxx), with registration number 0883.079.189, an indirectly wholly-owned subsidiary of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), as lender (the “Lender”); and

(5) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL), ANTWERP BRANCH, as calculation agent (the “Calculation Agent”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Affiliate” means, in relation to any person, a Subsidiary of that person or a holding company of that person or any other Subsidiary of that holding company.

“Anti-Terrorism Laws” means the Executive Order, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act, the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.) the Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), any other law or regulation administered by OFAC, and any similar law enacted in the United States after the date of this Agreement.

“Availability Period” means the period from and including the date of this Agreement to and including the date which is 3 months after the date of this Agreement or such date as may otherwise be agreed between the Lender and the Borrower.

“Available Commitment” means the Commitment minus the amount of any Loan that is outstanding or due to be made on or before the proposed Utilisation Date.

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“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Break Costs” means the amount (if any) by which:

(a) the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the European interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Brussels, with this understanding that in case the date concerned will be a Saturday or a Sunday, then this will be the first following day that is a Business Day unless the first following Business Day is in the next calendar month, in which case that date will be the first preceding day that is a Business Day.

“Commitment” means EUR 100,000,000, in relation to any other Lender, the amount in euros of any Commitment assigned to it under this Agreement, to the extent not cancelled, reduced or assigned by it under this Agreement.

“Compliance Certificate” means a certificate delivered in accordance with Clause 19.2 (Compliance Certificate).

“Default” means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Designated Person” means a person or entity:

(a) listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

(b) named as a “Specially Designated National and Blocked Person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or

(c) with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law.

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

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(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Environmental Law” means any applicable law or regulation which relates to:

(a) the pollution or protection of the environment;

(b) harm to or the protection of human health;

(c) the conditions of the workplace; or

(d) any emission or substance capable of causing harm to any living organism or the environment.

“EURIBOR” means, in relation to any Loan in euro:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the Interest Period of that Loan) the rate quoted by the Lender in the European interbank market,

as of 11.00 a.m. (Brussels time) on the Quotation Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Loan.

“Event of Default” means any event or circumstance specified as such in Clause 22 (Events of Default).

“Executive Order” means the US Executive Order No. 13224 on Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, which came into effect on 24 September 2001, as amended.

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by the Lender as the office or offices through which it will perform its obligations under this Agreement.

“Finance Document” means this Agreement and any other document between the Lender and the Borrower designated as such by the Lender and the Borrower.

“Financial Indebtedness” has the same meaning given to the defined term “Indebtedness” in Section 1.01 of the Wabco Revolving Credit Facility.

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“Form 10” means the Form 10 filed by Wabco Holdings with the Securities and Exchange Commission on 19 July 2007.

“Fraudulent Transfer Law” means any applicable US Bankruptcy Law or any applicable US state fraudulent transfer or conveyance law.

“GAAP” means generally accepted accounting principles, standards and practices in Belgium, including the international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements (“IFRS”), or generally accepted accounting principles in the United States of America, as applicable.

“Group” means Wabco Holdings and its Subsidiaries for the time being.

“Interest Coverage Ratio” has the meaning given to it in Clause 20.3 (Definitions).

“Interest Payment Date” means in respect of any Interest Period the date which falls one or three Months (as determined in the Utilisation Request) after the Utilisation Date (in the case of the first Interest Payment Date) and, thereafter, after the previous Interest Payment Date.

“Interest Period” means, in relation to a Loan, each period from (and including) the Utilisation Date to (but excluding) the first Interest Payment Date and, thereafter, each period from (and including) an Interest Payment Date to (but excluding) the next Interest Payment Date, determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.4 (Default interest).

“Internal Revenue Code” means the United States Internal Revenue Code of 1986 (26 U.S.C. §§ 1 et seq.), as amended, and the regulations promulgated and rulings issued thereunder.

“Lender” means:

(a) Pandios Comm. V.A.; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 23 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Leverage Ratio” has the meaning given to it in Clause 20.3 (Definitions).

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“Margin” means 0.55 per cent. per annum, subject to any adjustment in accordance with Clause 8.2 (Margin and Adjustment of Margin).

“Margin Adjustment Date” has the meaning given to it in Clause 8.2 (Margin and Adjustment of Margin).

“Material Adverse Effect” means any event or condition (other than any event or condition disclosed to the Lender in writing or in the Form 10 prior to the date of this Agreement) that:

(a) has resulted or could reasonably be expected to result in a material adverse change in the business, assets, operations or financial condition of Wabco Holdings and the Subsidiaries taken as a whole; or

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(b) has materially impaired or could reasonably be expected to materially impair the ability of the Obligors to perform any of their obligations under this Agreement or any other Finance Document.

“Material Subsidiary” has the same meaning given to it in Section 1.01 of the Wabco Revolving Credit Facility.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period.

“Obligor” means a Borrower or a Guarantor, and “Obligors” means all of the Borrowers and the Guarantors.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Original Financial Statements” means:

(a) in relation to Wabco Holdings, the audited consolidated financial statements of the Group for the financial year ended 2006; and

(b) in relation to any Obligor (other than Wabco Holdings), its audited financial statements for its financial year ended 2006.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Qualifying Lender” has the meaning given to it in Clause 12 (Tax gross-up and indemnities).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period unless market practice were to differ in the European interbank market, in which case the Quotation Day will be determined by the Lender in accordance with market practice in the European interbank market (and if quotations for that currency and period would normally be given by leading banks in the European interbank market on more than one day, the Quotation Day will be the last of those days).

“Repeating Representations” means each of the representations set out in Clauses 18.1 (Status), 18.2 (Binding obligations), 18.3 (Non-conflict with other obligations), 18.4 (Power and authority), 18.7 (No default), paragraph (c) of Clause 18.9 (Financial statements), 18.10 (Pari passu ranking) and 18.11 (No proceedings pending or threatened).

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“Screen Rate” means the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period displayed on page EURIBOR01 of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Lender may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lender.

“Security” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset.

“Subsidiary” means a subsidiary within the meaning of Article 6 of the Belgian Companies Code (“Vennootschappenwetboek”/”Code des Sociétés”).

“TARGET” means Trans-European Automated Real-time Gross Settlement Express Transfer payment system.

“TARGET Day” means any day on which TARGET is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Termination Date” means the date falling 364 days after the date of this Agreement.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US” and “United States” means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.

“US Bankruptcy Law” means the United States Bankruptcy Code of 1978 (Title 11 of the United States Code) or any other United States federal or state bankruptcy, insolvency or similar law.

“US$” or “US Dollars” means the lawful currency of the United States of America.

“US Guarantor” means a Guarantor that is a US Person.

“US Person” means a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code and includes the sole owner of any entity that is disregarded as being an entity separate from such owner for US federal income tax purposes.

“Utilisation” means an utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 2 (Utilisation Requests).

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“VAT” means value added tax as provided for in the applicable tax code and any other tax of a similar nature.

“Wabco Revolving Credit Facility” means the USD800,000,000 five-year credit agreement dated 31 May 2007 entered into by Wabco Holdings and its subsidiaries as borrowers, the Lenders as defined in that credit agreement, JPMorgan Chase Bank N.A. as Administrative Agent, Issuing Bank and Swingline Lender, X.X.Xxxxxx Europe Limited as London Agent, ABN AMRO N.V. as Syndication Agent, Bank of America N.A., BNP Paribas and Citibank N.A. as Documentation Agents and X.X.Xxxxxx Securities Inc. and ABN AMRO Bank Inc. as Lead Arrangers and Joint Bookrunners, all as defined in the said credit agreement, an executed copy of which is attached hereto as Schedule 3 (Wabco Revolving Credit Facility).

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) any “Lender”, any “Obligor”, any “Calculation Agent”, any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted assignees;

(ii) “assets” includes present and future properties, revenues and rights of every description;

(iii) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Finance Document or other agreement or instrument;

(iv) “gross negligence” means “grove xxxx”/”faute lourde” (as interpreted in accordance with relevant jurisprudence);

(v) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(vi) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(vii) “wilful misconduct” or “wilful breach” means “bedrog”/”dol” (as interpreted in accordance with relevant jurisprudence);

(viii) a provision of law is a reference to that provision as amended or re-enacted; and

(ix) a time of day is a reference to Brussels time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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(d) A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived.

(e) An Event of Default is “continuing” if it has not been waived.

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SECTION 2

THE FACILITY

2. THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lender makes available to the Borrower a 364-day facility in euro in an aggregate amount equal to the Commitment.

3. PURPOSE

The Borrower shall apply all amounts borrowed by it under the Facility for its general corporate purposes.

4. CONDITIONS OF UTILISATION

4.1 Utilisation Request

The Borrower may not deliver the Utilisation Request unless:

(a) the Lender has received all of the documents and other evidence listed in Schedule 1 (Conditions precedent) in form and substance satisfactory to the Lender;

(b) no Default is continuing or would result from the proposed Loan; and

(c) the Repeating Representations to be made by each Obligor are true in all material respects.

4.2 Maximum number of Loans

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than one (1) Loan would be outstanding.

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SECTION 3

UTILISATION

5. UTILISATION

5.1 Delivery of the Utilisation Request

A Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request not later than 10.00 a.m. three Business Days before the Utilisation Date (or such other time period as may be agreed with the Lender).

5.2 Completion of a Utilisation Request

(a) The Utilisation Request shall be irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day within the Availability Period of the Facility;

(ii) the currency is euro and the amount of the proposed Loan is a minimum of EUR 25,000,000 and does not exceed the lower of (x) the Available Commitment and (y) such amount as is permitted under subsections (h) and (i) of Section 6.02 of the Wabco Revolving Credit Facility;

(iii) the proposed Interest Period complies with Clause 9 (Interest Periods); and

(iv) it specifies the account and bank (which must be in Brussels or the principal financial centre of any other Participating Member State in which banks are open for general business on that day) to which the proceeds of the Utilisation are to be credited.

(b) Only one Loan may be requested in the Utilisation Request.

5.3 Cancellation of Commitment

The Available Commitment shall be immediately cancelled at the end of the Availability Period or, if earlier, immediately after making the Loan on the Utilisation Date.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6. REPAYMENT

The Borrower shall repay the Loan on the Termination Date.

7. PREPAYMENT AND CANCELLATION

7.1 Illegality and change in capital adequacy rules

If (i) it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or (ii) a change occurs in the Belgian or Dutch capital adequacy rules which has an adverse impact on the economy of the transaction for the Lender and/or its Affiliates:

(a) the Lender shall promptly notify the Borrower upon becoming aware of that event;

(b) upon the Lender notifying the Borrower, the Commitment of the Lender will be immediately cancelled; and

(c) the Borrower shall repay the Loan made to it on the last day of the Interest Period for each Loan occurring after the Lender has notified the Borrower.

7.2 Change of control

(a) If Wabco Holdings ceases to, directly or indirectly, control the Company or the Borrower:

(i) Wabco Holdings shall promptly notify the Lender upon becoming aware of that event;

(ii) the Lender shall not be obliged to fund any Loan; and

(iii) the Lender may, by not less than 5 Business Days’ prior notice, cancel the Commitment and declare the outstanding Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment will be cancelled and all such outstanding amounts will become immediately due and payable.

(b) For the purpose of paragraph (a) above “control” means:

(i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, more than 95 per cent. of the maximum number of votes that might be cast at a general meeting of the Borrower or the Company, as the case may be; and

(ii) the holding of more than 95 per cent. of the issued share capital of the Borrower or the Company, as the case may be; and

(iii) the right to appoint the majority of the members of the board of directors of the Borrower or the Company, as the case may be.

7.3 Voluntary cancellation

The Borrower may, if it gives the Lender not less than 10 Business Days’ (or such shorter period as the Lender may agree) prior notice, cancel the Available Commitment.

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7.4 Voluntary prepayment of Loans

(a) The Borrower may, if it gives the Lender not less than 10 Business Days’ (or such shorter period as the Lender may agree) prior notice, prepay the Loan, but only to the extent it prepays the whole Loan and subject to paying a prepayment fee equal to:

(i) in the case of a prepayment within three Months of the Utilisation Date, EUR 100,000;

(ii) in the case of a prepayment during the period commencing immediately after the date which is three Months after the Utilisation Date and ending on the date which falls six Months after the Utilisation Date, EUR 66,660;

(iii) in the case of a prepayment during the period commencing immediately after the date which is six Months after the Utilisation Date and ending on the date which falls nine Months after the Utilisation Date, EUR 33,330; and

(iv) zero if the prepayment occurs thereafter.

(b) A Loan may only be prepaid on the last day of an Interest Period.

7.5 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c) The Borrower may not reborrow any part of the Facility which is prepaid.

(d) The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

(e) No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.

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SECTION 5

COSTS OF UTILISATION

8. INTEREST

8.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin;

(b) EURIBOR; and

(c) the cost, if any, of complying with the requirements of the European Central Bank or any requirements imposed by the Lender’s supervisory authority or central bank (the “Mandatory Cost”).

8.2 Margin and adjustment of Margin

(a) Subject to this Clause 8.2, the Margin applicable to each Loan under the Facility shall be the rate per annum specified in the definition of Margin set out in Clause 1.1 (Definitions) adjusted, by reference to the Leverage Ratio (as defined in Clause 20.3 (Definitions)) as shown in the then most recent Compliance Certificate (and the financial statements with which it is required by this Agreement to be delivered) received by the Lender, to equal the rate per annum specified opposite the relevant range set out in the following table in which the Leverage Ratio falls:

Leverage Ratio		Margin (% p.a.)
Higher than 2.75x		0.80	%
Lower than or equal to 2.75x but higher than or equal to 2.25x		0.675	%
Lower than 2.25x but higher than or equal to 1.75x		0.60	%
Lower than 1.75x		0.50	%

(b) No adjustment shall be made to the Margin under paragraph (a) above until receipt by the Lender of the first Compliance Certificate and quarterly or annual consolidated financial statements (as applicable) after the Utilisation Date.

(c) Any adjustment to the Margin under paragraph (b) above shall take effect on the first day of the first subsequent Interest Period in connection with such Loan (the “Margin Adjustment Date”).

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(d) If the Margin for a Loan is reduced for any period under this Clause 8.2 but the audited consolidated financial statements of Wabco Holdings (and the Compliance Certificate with which they are required by this Agreement to be delivered) subsequently received by the Lender do not confirm the basis for that reduction, that reduction shall be reversed with retrospective effect. In that event, the Margin for that Loan shall be the rate per annum specified opposite the relevant range set out in the table above and the revised Leverage Ratio calculated using the figures in the Compliance Certificate. The Borrower shall promptly pay to the Lender any amount necessary to put the Lender in the position they would have been in had the appropriate rate of the Margin applied during that period.

(e) While a Default is continuing, the Margin applicable to each Utilisation under the Facility shall revert to the highest rate in the grid set out in paragraph (a) above.

8.3 Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period.

8.4 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is the sum of 1 per cent. and the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Lender (acting reasonably) (except that, in relation to overdue interest, default interest shall only be due from the earliest date permitted pursuant to Article 1154 of the Belgian Civil Code). Any interest accruing under this Clause 8.4 shall be immediately payable by the Obligor on demand by the Lender.

(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be the sum of 1 per cent. and the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable (except that, in relation to overdue interest, default interest shall only be due from the earliest date permitted pursuant to Article 1154 of the Belgian Civil Code).

8.5 Notification of rates of interest

The Calculation Agent shall promptly notify the Lender and the relevant Borrower of the determination of a rate of interest under this Agreement.

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9. INTEREST PERIODS

9.1 Interest Period

(a) The Interest Period for each Loan will be 1 or 3 Months, as determined in the Utilisation Request.

(b) Once determined in the Utilisation Request, the term for each Interest Period will remain the same during the life of the Facility.

(c) An Interest Period for a Loan shall not extend beyond the Termination Date.

(d) Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

9.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10. CHANGES TO THE CALCULATION OF INTEREST

10.1 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period (other than as a result of the Lender or the Calculation Agent’s gross negligence or wilful misconduct), then the rate of interest on that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin;

(ii) the rate notified to the Borrower by the Calculation Agent as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(iii) the Mandatory Cost, if any.

(b) In this Agreement “Market Disruption Event” means:

(i) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and the Calculation Agent is unable to provide a quotation to determine EURIBOR for euros for the relevant Interest Period; or

(ii) before close of business in Brussels on the Quotation Day for the relevant Interest Period, the Borrower receives notification from the Calculation Agent that the cost to the Lender of obtaining matching deposits in the European interbank market would be in excess of EURIBOR .

10.2 Alternative basis of interest or funding

If a Market Disruption Event occurs and the Lender or the Borrower so requires, the Lender and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

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10.3 Break Costs

(a) The Borrower shall, within three Business Days of demand by the Lender, pay to the Lender its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by it on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Borrower, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11. COMMITMENT FEE

(a) The Borrower shall pay to the Lender (for the account of each Lender) a fee in euros computed at the rate of 0.1925 per cent. per annum on that Lender’s Available Commitment for the period starting on the date of this Agreement until the Utilisation Date.

(b) The accrued commitment fee is payable on the earlier of (i) the last day of the Availability Period and (ii) the Utilisation Date (in which case the Lender may deduct such fee from the Loan it has been requested to make).

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12. TAX GROSS-UP AND INDEMNITIES

12.1 Definitions

(a) In this Agreement:

“Protected Party” means a Lender which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document, and is:

(i) a Lender which is resident in Belgium for Belgian tax purposes and qualifies as a credit institution (within the meaning of Article 105, 1° a) of the Belgian Royal Decree implementing the Belgian Income Tax Code 1992);

(ii) a professional investor within the meaning of Article 105, 3° of the Belgian Royal Decree implementing the Belgian Income Tax Code 1992 and is acting through an establishment (whether its head office or a permanent establishment) located in Belgium with which the Loan is effectively connected;

(iii) a Lender which is entitled under the provisions of an applicable tax treaty to receive such interest from the Borrower without a Tax Deduction (subject to executing such documents and doing such other things as may be required as a condition of that entitlement) (a “Treaty Lender”); or

(iv) a Lender which is a credit institution (within the meaning of Article 1 of the Belgian Act of 22 March 1993 on credit institutions) and which:

(A) if acting through its head office with which the Loan is effectively connected, has this head office in a country within the European Economic Area or a country with which Belgium has concluded a tax treaty in force on the date of payment;

(B) if acting through a permanent establishment with which the Loan is effectively connected, has this permanent establishment in a country within the European Economic Area or a country with which Belgium has concluded a tax treaty in force on the date of payment.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by an Obligor to a Lender under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

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(b) Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

12.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Borrower shall, promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Lender accordingly. Similarly, a Lender shall notify the Borrower on becoming so aware in respect of a payment payable to it.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall (subject to paragraph (d) below) be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of Tax imposed on a payment of interest on a Loan, if on the date on which the payment falls due:

(i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty, or any published practice or concession of any relevant taxing authority; or

(ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below.

(e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

12.3 Tax indemnity

(a) The Borrower shall (within five Business Days of demand by the Lender) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

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(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Lender:

(A) under the law of the jurisdiction in which that Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Lender is treated as resident for Tax purposes; or

(B) under the law of the jurisdiction in which that Lender’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Lender; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or

(B) would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied.

(c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Lender of the event which will give, or has given, rise to the claim, following which the Lender shall notify the Borrower.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Lender.

12.4 Tax Credit

If an Obligor makes a Tax Payment and the Lender determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b) the Lender has obtained, utilised and retained that Tax Credit,

the Lender shall pay an amount to the Obligor which it determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

12.5 Value added tax

(a) All amounts set out, or expressed to be payable, under a Finance Document by any Party to the Lender or the Calculation Agent which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and, accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by the Lender or the Calculation Agent, as the case may be, to any Party under a Finance Document, that Party shall pay to the Lender or the Calculation Agent (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and the Lender shall promptly provide an appropriate VAT invoice to such Party).

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(b) If VAT is chargeable on any supply made by the Lender (the “Supplier”) to any other Lender (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

(c) Where a Finance Document requires any Party to reimburse the Lender or the Calculation Agent for any costs or expenses, that Party shall also at the same time pay and indemnify the Lender against all VAT incurred by the Lender or the Calculation Agent in respect of the costs or expenses to the extent that the Lender or the Calculation Agent reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

13. INCREASED COSTS

13.1 Increased costs

(a) The Borrower shall, within three Business Days of demand by the Lender, pay the Lender the amount of any increased costs incurred by the Lender or any of its Affiliates as a result of a change in the applicable capital adequacy rules to the extent the same is attributable to the entering into this Agreement or the funding or performance of obligations under this Agreement (and other than as a result of such Lender or Affiliate’s wilful breach or gross negligence).

(b) The Lender intending to make a claim pursuant to this Clause 13.1 shall notify the Borrower of the event giving rise to such claim.

(c) The Lender shall, as soon as practicable after a demand by the Borrower, provide a certificate confirming the amount of its Increased Costs.

14. OTHER INDEMNITIES

14.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against that Obligor;

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify the Lender to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other indemnities

The Borrower shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Lender against any cost, loss or liability incurred by that Lender as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date;

(c) funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Lender alone); or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

15. MITIGATION BY THE LENDER

15.1 Mitigation

(a) Each Lender shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs) including (but not limited to) assigning its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2 Limitation of liability

(a) The Borrower shall indemnify each Lender for all costs and expenses reasonably incurred by that Lender as a result of steps taken by it under Clause 15.1 (Mitigation).

(b) A Lender is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Lender (acting reasonably), to do so might be prejudicial to it.

16. COSTS AND EXPENSES

16.1 Transaction expenses

The Borrower shall promptly on demand pay the Lender the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement (other than legal fees incurred in connection with the drafting and execution of this Agreement, which will be borne by the Lender); and

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(b) any other Finance Documents executed after the date of this Agreement

16.2 Amendment costs

If (a) an Obligor requests an amendment, waiver or consent, the Borrower shall, within three Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

16.3 Enforcement costs

The Borrower shall, within three Business Days of demand, pay to each Lender the amount of all costs and expenses (including legal fees) incurred by that Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

16.4 Calculation Agent

The Borrower shall, within three Business Days of demand, pay to the Calculation Agent the amount of all costs and expenses (including legal fees) incurred by the Calculation Agent in connection with the performance of its obligations under this Agreement pursuant to a request made by an Obligor.

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SECTION 7

GUARANTEE

17. GUARANTEE

17.1 Guarantee

Each Guarantor irrevocably guarantees as primary obligor and not merely as surety to each Lender the punctual performance by the Borrower of its obligations under this Agreement and any other Finance Document. For the avoidance of doubt, in case there is more than one Guarantor, any call under this guarantee may be made to one Guarantor only. The guarantee provided pursuant to this Clause 17 is an independent, abstract and unconditional guarantee (and not merely a “borgtocht”/”cautionnement”). Any Guarantor shall pay all amounts due under this guarantee immediately upon request by any Lender.

17.2 Continuing guarantee

The guarantee obligations of each Guarantor under this Clause 17 will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part or any increase of the Commitments, and this guarantee constitutes a guarantee of payment and not of collection.

17.3 Reinstatement

If any payment by an Obligor or any discharge given by a Lender (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a) the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b) the Lender shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

17.4 Waiver of defences

The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 17 (without limitation and whether or not known to it or the Lender) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

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(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment (however fundamental) or replacement of a Finance Document or any other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

17.5 Immediate recourse

Each Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of any Guarantor’s liability under this Clause 17.

17.7 Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Lender otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a) to be indemnified by an Obligor;

(b) to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; and/or

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender.

17.8 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Lender.

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17.9 US Guarantor

(a) The US Guarantor represents, warrants and agrees that:

(i) it will receive valuable direct and indirect benefits as a result of the transactions financed by the Finance Documents;

(ii) the aggregate amount of its debts and liabilities, subordinated, contingent or otherwise (including its obligations under the Finance Documents as limited by paragraph (b) below) is not more than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets;

(iii) its capital is not unreasonably small to carry on its business as it is being conducted;

(iv) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and

(v) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.

(b) Notwithstanding anything to the contrary contained herein or in any other Finance Document, the maximum liability of the US Guarantor under this Clause 17 shall in no event exceed an amount equal to the greatest amount that would not render the US Guarantor’s obligations hereunder and under the other Finance Documents subject to avoidance under US Bankruptcy Law or to being set aside, avoided or annulled under any Fraudulent Transfer Law, in each case after giving effect (i) to all other liabilities of the US Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of the US Guarantor in respect of inter-company indebtedness to the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by the US Guarantor hereunder) and (ii) to the value as assets of the US Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by the US Guarantor pursuant to (A) applicable law or (B) any other agreement providing for an equitable allocation among the US Guarantor and the Borrower and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties.

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18. REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 18 to the Lender on the date of this Agreement and the first Utilisation Date.

18.1 Status

(a) It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b) It has the power to own its assets and carry on its business as it is being conducted.

18.2 Binding obligations

The obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation).

18.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets (including (without limitation) the Wabco Revolving Credit Facility),

nor result in the existence of, or oblige it to create, any Security over any of its assets.

18.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

18.5 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation

have been obtained or effected and are in full force and effect.

18.6 Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

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18.7 No default

(a) No Event of Default is continuing or might reasonably be expected to result from the making of any Loan.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

18.8 No misleading information

Any factual information provided by or on behalf of any member of the Group for the purposes of entering into this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

18.9 Financial statements

(a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) Its Original Financial Statements fairly represent its financial condition and operations (consolidated in the case of Wabco Holdings) as at the end of and for the relevant financial year.

(c) There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group, in the case of Wabco Holdings) since the date of the latest financial statements.

18.10 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

18.11 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it.

18.12 Consents and licences

It and each of its Subsidiaries has obtained and is in compliance with the terms and conditions of all permits, licences, consents, approvals, certificates, registrations and other authorisations required under any applicable law or regulation for the operation of its business or the ownership, possession, occupation or use of its assets, where failure thereof might reasonably be expected to have a Material Adverse Effect.

18.13 Environmental Laws

It and each of its Subsidiaries has complied with all Environmental Laws to which it may be subject in each case where failure to do so would reasonably be expected to have a Material Adverse Effect.

18.14 Security

It, nor any of its Subsidiaries, has (i) created any Security for the benefit of the lenders under the Wabco Revolving Credit Agreement or (ii) created any Security other than any Security expressly permitted to be created by Section 6.01 of the Wabco Revolving Credit Agreement (other than any Security referred to in item (i)).

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18.15 Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request, each Utilisation Date and the first day of each Interest Period.

18.16 Anti-Terrorism Laws

Neither it nor, to its knowledge, any of its Subsidiaries:

(a) is in violation of any Anti-Terrorism Law;

(b) is a Designated Person; or

(c) deals in any property or interest in property blocked pursuant to any Anti-Terrorism Law.

19. INFORMATION UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1 Financial statements

Wabco Holdings shall supply (or procure delivery) to the Lender as soon as the same becomes available:

(a) the annual and quarterly audited or unaudited (as applicable) consolidated financial statements of Wabco Holdings for the relevant financial year or quarter; and

(b) the audited financial statements of the Company and the Borrower for that financial year.

19.2 Compliance Certificate

(a) Wabco Holdings shall supply to the Lender, with each set of financial statements delivered pursuant to paragraph (a) of Clause 19.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial covenants) as at the date as at which those financial statements were drawn up.

(b) Unless otherwise requested by the Lender, Wabco Holdings may satisfy its obligation to provide a Compliance Certificate in accordance with paragraph (a) above by providing a certified copy of any certificate delivered pursuant to subsection (c) of Section 5.05 of the Wabco Revolving Credit Facility.

19.3 Requirements as to financial statements

(a) Each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) shall be certified by a director of the relevant Obligor as fairly representing its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up.

(b) Wabco Holdings shall procure that each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) is prepared using GAAP.

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19.4 Information: miscellaneous

Each Obligor shall supply to the Lender:

(a) all documents dispatched by the relevant Obligor to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which might, if adversely determined, have a Material Adverse Effect; and

(c) promptly, such further information regarding the financial condition, business and operations of any member of the Group as the Lender may reasonably request.

19.5 Notification of default

(a) Each Obligor shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Lender, the Borrower shall supply to the Lender a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.6 Information supplied under the Wabco Revolving Credit Facility

Wabco Holdings shall supply to the Lender a copy of each document supplied (and at the same time as such document is being furnished) under or pursuant to Sections 5.05 and 10.02 of the Wabco Revolving Credit Facility.

19.7 “Know your customer” checks

If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor after the date of this Agreement; or

(iii) a proposed assignment by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment,

obliges the Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Lender, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

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19.8 Anti-Terrorism Laws

(a) No Obligor shall knowingly engage in any transaction that violates any of the applicable prohibitions set forth in any Anti-Terrorism Law.

(b) To the knowledge of each Obligor, (a) none of the funds or assets of such Obligor that are used to repay the Facility shall constitute property of, or shall be beneficially owned directly or indirectly by, any Designated Person and (b) no Designated Person shall have any direct or indirect interest in such Obligor that would constitute a violation of any Anti-Terrorism Laws.

(c) No Obligor shall, and each Obligor shall procure that none of its Subsidiaries will, knowingly fund all or part of any payment under this Agreement out of proceeds derived from transactions that violate the prohibitions set forth in any Anti-Terrorism Law.

20. FINANCIAL COVENANTS

20.1 Financial condition

Wabco Holdings shall ensure that on the last day of any fiscal quarter (computed by reference to the period of four consecutive fiscal quarters ending on such date):

(a) the Leverage Ratio will not be greater than 3.00 to 1.00; and

(b) the Interest Coverage Ratio will not be less than 3.00 to 1.00.

20.2 Financial covenant calculations

Consolidated EBITDA, Consolidated Net Indebtedness and Consolidated Net Interest Expense (and any other term referenced therein or useful for the determination of the Interest Coverage Ratio and the Leverage Ratio) shall be calculated and interpreted at the level of Wabco Holdings in accordance with the provisions of the Wabco Revolving Credit Facility.

20.3 Definitions

Unless otherwise defined, definitions have the same meaning as used in the Wabco Revolving Credit Facility.

In this Clause 20.3:

“Interest Coverage Ratio” means, at any date that is the last day of any fiscal quarter, the ratio of (a) Consolidated EBITDA to (b) Consolidated Net Interest Expense in each case for the period of four consecutive fiscal quarters of Wabco Holdings ended on such date.

“Leverage Ratio” means, at any date that is the last day of any fiscal quarter, the ratio of (a) Consolidated Net Indebtedness on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of Wabco Holdings ended on such date.

21. GENERAL UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1 Authorisations

(a) Each Obligor shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force and effect; and

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(ii) supply certified copies to the Lender of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

(b) The relevant Obligor shall promptly make the registrations specified at the end of Clause 18.5 (Validity and admissibility in evidence).

21.2 Compliance with laws

Each Obligor shall comply in all respects with all laws, including Environmental Laws, to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.

21.3 Negative pledge

No Obligor shall (and Wabco Holdings and the Company shall ensure that no other member of the Group will) directly or indirectly create, incur, assume or permit to exist any Security securing indebtedness upon or with respect to any of its property or assets, whether now owned or hereafter acquired, except for any Security expressly permitted by Section 6.01 of the Wabco Revolving Credit Facility and provided that no member of the Group shall be entitled to create any Security in favour of the lenders under Section 6.01 of the Wabco Revolving Credit Facility after the date of this Agreement unless the Lender shall have consented thereto in writing.

21.4 Disposals

No Obligor shall (and Wabco Holdings and the Company shall ensure that no other member of the Group will) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any asset, except for any sale, lease, transfer or disposal expressly permitted by subsection (b) of Section 6.03 of the Wabco Revolving Credit Facility.

21.5 Financial Indebtedness

The Borrower shall not (and Wabco Holdings and the Company shall ensure that no member of the Group (other than Wabco Holdings) will) incur or allow to remain outstanding any Financial Indebtedness, except to the extent expressly permitted by Section 6.02 of the Wabco Revolving Credit Facility and provided that any Financial Indebtedness incurred by the Company or the Borrower (other than Financial Indebtedness incurred under any inter-company loan and Financial Indebtedness incurred under the Wabco Revolving Credit Facility) shall only be permitted to the extent that the aggregate amount thereof does not at any time exceed USD 300,000,000 or unless the Lender shall otherwise have consented thereto in writing.

21.6 Merger

No Obligor shall (and Wabco Holdings and the Company shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or other corporate reconstruction or transfer all or part of its assets, except for any merger expressly permitted by Section 6.03 of the Wabco Revolving Credit Facility and provided that, if any such merger involves the Company or the Borrower, the Company or the Borrower, as the case may be, shall be the surviving entity.

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21.7 Change of business

The Obligors shall procure that no substantial change is made to the general nature of the business of the Group or the Obligors taken as a whole from that carried on at the date of this Agreement.

21.8 Control

Wabco Holdings shall at all times directly or indirectly control (as such term is defined in Clause 7.2(b) (Change of Control)) each of the Borrower and the Company.

22. EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 22 is an Event of Default (save for Clause 22.12 (Acceleration).

22.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within 5 Business Days of its due date.

22.2 Financial covenants

Any requirement of Clause 20 (Financial covenants) is not satisfied.

22.3 Other obligations

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 22.1 (Non-payment) and Clause 22.2 (Financial covenants)).

(b) No Event of Default under paragraph (a) above in relation to Clause 21.1 (Authorisations) will occur if the failure to comply is capable of remedy and is remedied within 5 Business Days of the Lender giving notice to the Borrower becoming aware of the failure to comply.

22.4 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

22.5 Cross default

(a) Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

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(b) Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d) No Event of Default will occur under this Clause 22.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than USD 75,000,000 (or its equivalent in any other currency or currencies).

22.6 Judgements

One or more judgements for the payment of money in an aggregated amount in excess of USD 75,000,000 (or its equivalent in any other currency or currencies) (except to the extent covered by insurance as to which the insurer acknowledges such coverage in writing) are rendered against Wabco Holdings, any Obligor, Material Subsidiary or combination thereof and the same remains undischarged for a period of 60 consecutive days during which no execution or legal action is taken to attach or seize any asset of any of these entities.

22.7 Insolvency

(a) Any Material Subsidiary or Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) The value of the assets of any Material Subsidiary or Obligor is less than its liabilities (taking into account contingent and prospective liabilities).

(c) A moratorium is declared in respect of any indebtedness of any Material Subsidiary or Obligor.

22.8 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, bankruptcy, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Subsidiary or Obligor other than a solvent liquidation or reorganisation of any member of the Group which is not an Obligor;

(b) a composition, including a judicial composition (“gerechtelijk akkoord”/”concordat judiciaire”) compromise, assignment or arrangement with any creditor of any Material Subsidiary or Obligor; or

(c) the appointment of a liquidator (other than in respect of a solvent liquidation of a Material Subsidiary which is not an Obligor), receiver, bankruptcy receiver (“curator”/”curateur”) administrative receiver, administrator, compulsory manager or other similar officer in respect of any Material Subsidiary or Obligor or any of its assets;

or any analogous procedure or step is taken in any jurisdiction.

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22.9 Creditors’ process

Any expropriation, attachment (including “bewarend beslag”/”saisie conservatoire” and “uitvoerend beslag”/”saisie exécutoire”), sequestration, distress or execution affects any asset or assets of a member of the Group unless it is contested in good faith, is reasonably capable of being discharged and is discharged within 15 Business Days.

22.10 Unlawfulness

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents.

22.11 Non-performance

An Obligor refuses to perform any of its obligations under a Finance Document or evidences an intention to refuse to perform any of its obligations under a Finance Document.

22.12 Acceleration

On and at any time after the occurrence of an Event of Default, other than an Event of Default referred to in clause (d) below, the Lender may by notice to the Borrower:

(a) cancel the Commitment whereupon they shall immediately be cancelled;

(b) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c) declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Lender.

(d) if an Event of Default occurs under Clause 22.7 (Insolvency proceedings) in relation to the US Guarantor, each amount expressed by Clause 17 (Guarantee) to be payable by that Guarantor on demand shall, after that Event of Default has occurred, be immediately due and payable by that Guarantor without the need for any demand or other claim on that Guarantor or any other Obligor.

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SECTION 9

CHANGES TO PARTIES

23. CHANGES TO THE LENDERS

23.1 Assignments by the Lenders

Subject to this Clause 23, a Lender (the “Existing Lender”) may assign any of its rights and obligations (by way of “overdracht”/”cession”) to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

23.2 Conditions of assignment

(a) The written consent of the Borrower is required for an assignment by an Existing Lender, unless the assignment is to another Existing Lender or an Affiliate of a Existing Lender or an Event of Default is continuing.

(b) The consent of the Borrower to an assignment must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.

(c) An assignment will only be effective on:

(i) receipt by the Lender of written confirmation from the New Lender that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii) performance of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender.

(d) If:

(i) a Lender assigns any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment or change had not occurred.

(e) If, following any assignment in accordance with this Clause 23, there shall be more than one Lender, the term “Lender” shall be read as being a reference to all such lenders. All decisions to be made by the Lender under any of the Finance Documents shall, unless agreed otherwise, require the unanimous consent of all the lenders.

23.3 Disclosure of information

Any Lender may disclose to any of its Affiliates and any New Lender:

(a) to (or through) whom that Lender assigns (or may potentially assign) all or any of its rights and obligations under this Agreement;

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(b) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor;

(c) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; or

(d) for whose benefit that Lender charges, assigns or otherwise creates Security,

any information about any Obligor, the Group and the Finance Documents as that Lender shall consider necessary in light of the relevant circumstances. This Clause supersedes any previous agreement relating to the confidentiality of this information.

24. CHANGES TO THE OBLIGORS

No Obligor may assign any of its rights or obligations under the Finance Documents.

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SECTION 10

THE LENDER AND CALCULATION AGENT

25. CONDUCT OF BUSINESS BY THE LENDER

No provision of this Agreement will:

(a) interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

26. INDEMNITY

The Obligors shall indemnify the Calculation Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Calculation Agent may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except where such loss, liability, cost, claim, action, demand or expense result from a wilful misconduct or wilful default of the the Lender or the Calculation Agent, as the case may be.

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SECTION 11

ADMINISTRATION

27. PAYMENT MECHANICS

27.1 Payments to the Lender

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor shall make the same available to the Lender (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Lender as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre in a Participating Member State or Brussels) with such bank as the Lender specifies.

27.2 Distributions to an Obligor

The Lender may (with the consent of the Obligor or in accordance with Clause 28 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

27.3 Partial payments

(a) If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Lender shall, to the extent permitted under applicable law, apply that payment towards the obligations of that Obligor under the Finance Documents in any order selected by that Lender:

(b) Paragraph (a) above will override any appropriation made by an Obligor.

27.4 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

27.5 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

27.6 Disruption to Payment Systems etc.

If either the Lender determines (in its discretion) that a Disruption Event has occurred or the Lender is notified by the Borrower that a Disruption Event has occurred:

(a) the Lender may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Lender may deem necessary in the circumstances;

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(b) the Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) any such changes agreed upon by the Lender and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 33 (Amendments and Waivers); and

(d) the Lender shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Lender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 27.6.

28. SET-OFF

A Lender may set off any matured obligation due from an Obligor under the Finance Documents (to the extent owned by it) against any matured obligation owed by it to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

29. NOTICES

(a) Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter, electronic mail or other electronic means.

(b) The address, fax number and e-mail address of each Party shall be that notified in writing by the relevant Party from time to time.

(c) Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.

30. CALCULATIONS AND CERTIFICATES

30.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender or the Calculation Agent are prima facie evidence of the matters to which they relate.

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30.2 Certificates and Determinations

Any certification or determination by a Lender or the Calculation Agent of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

30.3 Reliance on documents

The Lender and the Calculation Agent shall not be liable in respect of anything done or suffered by it in reliance on a document reasonably believed by it to be genuine and to have been signed by the proper parties or on information to which it should properly have regard and reasonably believed by it to be genuine and to have been originated by the proper parties.

30.4 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the European interbank market differs, in accordance with that market practice.

31. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

32. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

33. AMENDMENTS, WAIVERS AND TERMINATION OF WABCO REVOLVING CREDIT FACILITY

(a) No term of the Finance Documents may be amended or waived without the prior written consent of the Lender and the Borrower and any such amendment or waiver will be binding on all Parties, including any Obligor which shall be deemed to have given the relevant authority to the Borrower to agree to any such amendment or waiver on its behalf.

(b) Where this Agreement incorporates or refers to a term, provision or covenant of the Wabco Revolving Credit Facility, such reference shall be construed as a reference to such term, provision or covenant as in effect on the date of this Agreement. Accordingly, any amendment or waiver consented by the lenders under the Wabco Revolving Credit Facility shall not be binding on the Lender unless and until such time as the Lender shall have consented to the same in writing.

(c) If the Wabco Revolving Credit Facility is terminated prior to the Termination Date, any term, provision or covenant of the Wabco Revolving Credit Facility incorporated by reference into this Agreement shall survive, and such incorporation by reference shall not in any way be affected by, such termination.

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34. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

35. CONFIDENTIALITY

None of the Finance Documents shall be made public without the prior written consent of all Parties.

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SECTION 12

GOVERNING LAW AND ENFORCEMENT

36. GOVERNING LAW

This Agreement is governed by Belgian law.

37. ENFORCEMENT

37.1 Jurisdiction

(a) The courts of Antwerp have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

(b) The Parties agree that the courts of Antwerp are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 37.1 is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

37.2 Election of domicile

For the purposes of any legal action in connection with any Finance Document, each Obligor irrevocably elects domicile at the registered office from time to time of the Borrower.

This Agreement has been entered into on the date stated at the beginning of this Agreement in five (5) originals, each party acknowledging receipt of one original.

Documentary duty of EUR 0.15 per original paid by bank transfer from Linklaters LLP. Recht op geschriften van 0,15 euro per origineel betaald per overschrijving door Linklaters LLP. Droit d’écriture de 0,15 euro per original payé par transfert bancaire de Linklaters LLP.

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SCHEDULE 1

CONDITIONS PRECEDENT

1. Obligors

(a) A copy of the constitutional documents of each Obligor (with respect to the US Guarantor, certified as of a recent date by the Secretary of the State of the state of the US Guarantor’s jurisdiction of organisation and a copy of its bylaws, limited liability company agreement or partnership agreement, as applicable).

(b) A copy of a resolution of the board of directors of each Obligor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) A certificate of the Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Commitment would not cause any borrowing, guaranteeing or similar limit binding on any Obligor to be exceeded.

(e) A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(f) A certificate as to the existence and good standing (including verification of tax status, if available) of the US Guarantor from the appropriate governmental authorities in the US Guarantor’s jurisdiction of organisation and in each other jurisdiction where the US Guarantor is qualified to do business (if any), in form and substance satisfactory to the Lender and its counsel.

2. Legal opinions

(a) A legal opinion of Linklaters LLP, legal advisers to the Lender in Belgium, substantially in the form distributed to the Lender prior to the signing of this Agreement.

(b) A legal opinion of Linklaters LLP, legal advisers to the Lender as to matters of Delaware and New York law, substantially in the form distributed to the Lender prior to the signing of this Agreement.

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3. Other documents and evidence

(a) A copy of the executed Wabco Revolving Credit Facility.

(b) A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(c) The Original Financial Statements of each Obligor.

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SCHEDULE 2

UTILISATION REQUEST

From: Wabco Financial Services BVBA

To: Pandios Comm.V.A.

Dated:

Dear Sirs

Wabco Financial Services BVBA—EUR 100,000,000 Facility Agreement

dated [                    ] (the “Agreement”)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:		[                    ] or, if that is not a Business Day, the next Business Day)
Amount:		[                    ] or, if less, the Available Facility
Interest Period:		[1 OR 3] Month[s]

3. We confirm that each condition specified in Clause 4 (Conditions of Utilisation) is satisfied on the date of this Utilisation Request.

4. The proceeds of this Loan should be credited to [account].

5. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[name of relevant Borrower]

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SCHEDULE 3

WABCO REVOLVING CREDIT FACILITY

[EXECUTED COPY TO BE ATTACHED]

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EXECUTION VERSION

FIVE-YEAR CREDIT AGREEMENT

dated as of

May 31, 2007

among

WABCO HOLDINGS INC.

The Borrowing Subsidiaries Party Hereto

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Issuing Bank and Swingline Lender

X.X. XXXXXX EUROPE LIMITED,

as London Agent

ABN AMRO BANK N.V.,

as Syndication Agent

BANK OF AMERICA, N.A.

BNP PARIBAS

CITIBANK, N.A.,

as Documentation Agents

X.X. XXXXXX SECURITIES, INC. ABN AMRO BANK INC.

As Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		24
SECTION 1.03. Terms Generally		24
SECTION 1.04. Accounting Terms; GAAP		25
SECTION 1.05. Exchange Rates		25
ARTICLE II
The Credits
SECTION 2.01. Commitments		26
SECTION 2.02. Loans and Borrowings		26
SECTION 2.03. Requests for Revolving Borrowings		27
SECTION 2.04. Competitive Bid Procedure		28
SECTION 2.05. Letters of Credit		30
SECTION 2.06. Swingline Loans		34
SECTION 2.07. Funding of Borrowings		36
SECTION 2.08. Interest Elections		37
SECTION 2.09. Termination, Reduction and Increase of Commitments		38
SECTION 2.10. Repayment of Loans; Evidence of Debt		40
SECTION 2.11. Prepayment of Loans		41
SECTION 2.12. Fees		42
SECTION 2.13. Interest		44
SECTION 2.14. Alternate Rate of Interest		45
SECTION 2.15. Increased Costs		45
SECTION 2.16. Break Funding Payments		47
SECTION 2.17. Taxes		48
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		49
SECTION 2.19. Mitigation Obligations; Replacement of Lenders		51
SECTION 2.20. Borrowing Subsidiaries		52
SECTION 2.21. Additional Reserve Costs		52
SECTION 2.22. Redenomination of Certain Designated Foreign Currencies		53

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ARTICLE III
Representations and Warranties
SECTION 3.01. Organization and Qualification		54
SECTION 3.02. Corporate Authority and Validity of Obligations		54
SECTION 3.03. Margin Stock		55
SECTION 3.04. Financial Reports		55
SECTION 3.05. No Material Adverse Effect		55
SECTION 3.06. Litigation		55
SECTION 3.07. Tax Returns		55
SECTION 3.08. Approvals		55
SECTION 3.09. ERISA		56
SECTION 3.10. Environmental Matters		56
SECTION 3.11. Properties		56
SECTION 3.12. Compliance with Laws		56
SECTION 3.13. Investment Company Status		57
SECTION 3.14. Disclosure		57
ARTICLE IV
Conditions
SECTION 4.01. Effective Date		57
SECTION 4.02. Each Borrowing		59
SECTION 4.03. Initial Borrowing by each Borrowing Subsidiary		60
ARTICLE V
Affirmative Covenants
SECTION 5.01. Corporate Existence		61
SECTION 5.02. Maintenance of Properties		61
SECTION 5.03. Taxes		61
SECTION 5.04. Insurance		61
SECTION 5.05. Financial Reports and Other Information		61
SECTION 5.06. Books and Records; Inspection Rights		63
SECTION 5.07. Compliance with Laws		64
ARTICLE VI
Negative Covenants
SECTION 6.01. Liens		64
SECTION 6.02. Subsidiary Indebtedness		66
SECTION 6.03. Fundamental Changes		67
SECTION 6.04. Use of Proceeds		67
SECTION 6.05. Ratio of Consolidated Net Indebtedness to Consolidated EBITDA		68
SECTION 6.06. Ratio of Consolidated EBITDA to Consolidated Net Interest Expense		68
SECTION 6.07. Liquidity		68

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ARTICLE VII
Events of Default
ARTICLE VIII
The Agents
ARTICLE IX
Guarantee
ARTICLE X
Miscellaneous
SECTION 10.01. Notices		75
SECTION 10.02. Waivers; Amendments		76
SECTION 10.03. Expenses; Indemnity; Damage Waiver		77
SECTION 10.04. Successors and Assigns		80
SECTION 10.05. Survival		83
SECTION 10.06. Counterparts; Integration; Effectiveness		83
SECTION 10.07. Severability		83
SECTION 10.08. Right of Setoff		84
SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process		84
SECTION 10.10. WAIVER OF JURY TRIAL		85
SECTION 10.11. Headings		85
SECTION 10.12. Confidentiality		85
SECTION 10.13. Interest Rate Limitation		86
SECTION 10.14. Conversion of Currencies		86
SECTION 10.15. Termination of Certain Covenants		87
SECTION 10.16. USA Patriot Act		87

SCHEDULES

Schedule 1.01		—		Approved Issuing Bank Affiliates
Schedule 2.01		—		Commitments
Schedule 2.18		—		Payment Accounts
Schedule 3.10		—		Environmental Matters
Schedule 6.01		—		Existing Liens
Schedule 6.02		—		Existing Subsidiary Indebtedness

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EXHIBITS:

Exhibit A		—		Form of Assignment and Assumption
Exhibit B-1		—		Form of Borrowing Subsidiary Agreement
Exhibit B-2		—		Form of Borrowing Subsidiary Termination
Exhibit C		—		Reserve Costs
Exhibit D-1		—		Form of Opinion of Counsel
Exhibit D-2		—		Form of Opinion of XxXxxxxxx Will & Xxxxx LLP, Counsel for the Borrowers
Exhibit E		—		Form of Compliance Certificate
Exhibit F		—		Form of Note

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FIVE-YEAR CREDIT AGREEMENT dated as of May 31, 2007, among WABCO HOLDINGS INC., a Delaware corporation (the “Company”); the BORROWING SUBSIDIARIES from time to time party hereto (the “Borrowing Subsidiaries”, and, together with the Company, the “Borrowers”); the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent, as Issuing Bank and as Swingline Lender; X.X. XXXXXX EUROPE LIMITED, as London Agent, ABN AMRO BANK N.V., as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, and CITIBANK, N.A., as Documentation Agents.

The Borrowers have requested the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) to extend credit in the form of (a) Loans in US Dollars and one or more Designated Foreign Currencies in an aggregate principal amount at any one time outstanding not in excess of US$800,000,000, (b) Letters of Credit in US Dollars, Sterling and Euro in an aggregate stated amount at any time outstanding not in excess of US$100,000,000 and (c) Swingline Loans (i) in US Dollars in an aggregate principal amount at any time outstanding not in excess of US$10,000,000 (as such amount may be adjusted from time to time pursuant to Section 2.06(d)) and (ii) in Sterling or Euro in an aggregate principal amount outstanding at any time not in excess of US$65,000,000 (as such amount may be adjusted from time to time pursuant to Section 2.06(d)). The Borrowers have also requested the Lenders to provide a procedure pursuant to which the Borrowers may invite the Lenders to bid on an uncommitted basis on short-term Loans to the Borrowers. The proceeds of Borrowings hereunder, and the Letters of Credit issued hereunder, are to be used for working capital, to fund repurchases of capital stock and for general corporate purposes.

The Lenders are willing to establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

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“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, or any successor thereto appointed in accordance with Article VIII.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agents” means, collectively, the Administrative Agent and the London Agent.

“Agreement Currency” has the meaning assigned to such term in Section 10.14(b).

“Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate, or the Federal Funds Effective Rate, respectively.

“Applicable Agent” means (a) with respect to any Loan, Borrowing or Letter of Credit denominated in US Dollars, or with respect to any payment that does not relate to any particular Loan or Borrowing, the Administrative Agent and (b) with respect to any Loan, Borrowing or Letter of Credit denominated in any Designated Foreign Currency, the London Agent.

“Applicable Creditor” has the meaning assigned to such term in Section 10.14(b).

“Applicable Percentage” means, with respect to any Lender, the percentage of the aggregate Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

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“Applicable Rate” means, for any day, with respect to any Eurocurrency Revolving Loan or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurocurrency Spread” or “Facility Fee Rate”, as the case may be, based upon the Leverage Ratio as of the most recent determination date and the Utilization Percentage on such date:

Leverage Ratio		Eurocurrency Spread						Facility Fee Rate
		Utilization Percentage £50%			Utilization Percentage >50%
Category 1 Less than 1.75:1.00		0.350	%		0.400	%		0.100	%
Category 2 greater than or equal to 1.75:1.00 and less than 2.25:1.00		0.440	%		0.490	%		0.110	%
Category 3 greater than or equal to 2.25:1.00 and less than or equal to 2.75:1.00		0.500	%		0.550	%		0.125	%
Category 4 Greater than 2.75:1.00		0.600	%		0.650	%		0.150	%

For purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Company’s fiscal year based on the Company’s consolidated financial statements delivered pursuant to Section 5.05(a) or (b) and (ii) each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the first Business Day following the date of delivery to the Administrative Agent of the consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the foregoing, (i) until the Company shall have delivered the financial statements and certificate required under Section 5.05(a) and (c) for the fiscal year ended December 31, 2007, the “Applicable Rate” shall, except as provided in clause (ii) of this sentence, be determined by reference to Category 2, and (ii) the Leverage Ratio shall be deemed to be in Category 4 (A) on any date when an Event of Default has occurred and is continuing and (B) at the option of the Administrative Agent or at the request of the Required Lenders, if the Company fails to deliver any consolidated financial statements required to be delivered by it pursuant to Section 5.05(a) or (b), during the period from the last day on which such statements are permitted to be delivered in conformity with Section 5.05(a) or (b), as applicable, until the date on which such consolidated financial statements are delivered.

“ASCI” means American Standard Companies Inc., a Delaware corporation, which prior to the consummation of the Spin-Off, owned all of the Equity Interests in the Company.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent and the Borrower Agent.

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“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Belgian Borrowing Subsidiary” means a Borrowing Subsidiary that is organized under the laws of Belgium or any political subdivision thereof.

“Belgian Lending Office” means, as to any Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans in Euro and Sterling to the Belgian Borrowing Subsidiaries.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means the Company or any Borrowing Subsidiary.

“Borrower Agent” means the Company, which for convenience shall act on behalf of the Borrowers for purposes of giving and receiving certain notices and taking certain other actions as more fully set forth herein.

“Borrowing” means (a) Revolving Loans of the same Type and currency made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, (b) a Competitive Loan or group of Competitive Loans of the same Type and currency made on the same date and as to which a single Interest Period is in effect or (c) a Swingline Loan.

“Borrowing Minimum” means (a) in the case of a Borrowing denominated in US Dollars, US$5,000,000 (or, in the case of a Swingline Borrowing, US$1,000,000) and (b) in the case of a Borrowing denominated in any Designated Foreign Currency, the smallest integral multiple of 1,000,000 units (or, in the case of Sterling, 500,000 units) of such currency that has a US Dollar Equivalent at least equal to US$5,000,000.

“Borrowing Multiple” means (a) in the case of a Borrowing denominated in US Dollars, US$1,000,000 and (b) in the case of a Borrowing denominated in any other currency, 1,000,000 units (or, in the case of Sterling, 500,000 units) of such currency.

“Borrowing Request” means a request by a Borrower for a Revolving Borrowing in accordance with Section 2.03.

“Borrowing Subsidiary” means, at any time, each of the Subsidiaries that (a) is named on the signature pages to this Agreement or (b) has been designated as a Borrowing Subsidiary by the Borrower Agent pursuant to Section 2.20, other than any such Subsidiary that has ceased to be a Borrowing Subsidiary as provided in Section 2.20.

“Borrowing Subsidiary Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit B-1.

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“Borrowing Subsidiary Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit B-2.

“Business Day” means any day that is not a Saturday or a Sunday; provided that (a) when used in connection with a Loan or Letter of Credit denominated in US Dollars, the term “Business Day” shall also exclude any day on which commercial banks in New York City are authorized or required by law to remain closed; (b) when used in connection with (i) a Eurocurrency Loan, (ii) a Fixed Rate Loan or Letter of Credit denominated in a Designated Foreign Currency or (iii) a Swingline Loan denominated in Sterling, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market and (c) when used in connection with a Loan or Letter of Credit denominated in Euro (including a Swingline Loan denominated in Euro), the term “Business Day” shall also exclude any day on which the TARGET payment system is not open for the settlement of payments in Euro.

“Calculation Date” means (a) the last Business Day of each calendar quarter and (b) solely with respect to any Designated Foreign Currency for a requested new Borrowing for which an Exchange Rate was not established on the immediately preceding Calculation Date, the Business Day immediately preceding the date on which such Borrowing is to be made, provided that the Administrative Agent may in addition designate the last day of any other month as a Calculation Date if it reasonably determines that there has been significant volatility in the foreign currency markets since the most recent Calculation Date.

“Capital Lease”, as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP applied on a consistent basis and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP applied on a consistent basis.

“Cash Pooling Arrangement” means an arrangement among a single depository institution and two or more Non-US Subsidiaries involving the pooling of cash deposits by such Non-US Subsidiaries for cash management purposes.

A “Change in Control” shall be deemed to have occurred if at any time (a) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended, or the rules of the SEC thereunder) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of Equity Interests representing 50% or more in voting power of the outstanding Voting

5

Stock of the Company or (b) a majority of the Board of Directors of the Company shall at any time not consist of (i) individuals who shall have been members of the Board of Directors of the Company on the Effective Date and (ii) individuals whose nomination or election to such Board of Directors shall have been recommended or approved by a vote of a majority of the members of such Board of Directors described in the preceding clause (i) or in this clause (ii).

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or any Issuing Bank, or by any lending or issuing office of such Lender or Issuing Bank or by such Lender’s or such Issuing Bank’s holding company, if any, with any request, guideline or directive of any Governmental Authority made or issued after the date of this Agreement, to the extent such request, guideline or directive has the force of law or is of a type generally complied with by financial institutions under the jurisdiction of such Governmental Authority.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Competitive Loans or Swingline Loans.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans pursuant to Section 2.01(a), to acquire participations in Letters of Credit pursuant to Section 2.05 and to acquire participations in Swingline Loans pursuant to Section 2.06, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Commitments on the date hereof is US$800,000,000.

“Company” has the meaning assigned to such term in the heading of this Agreement.

“Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.

“Competitive Bid Rate” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.

6

“Competitive Bid Request” means a request by a Borrower for Competitive Bids in accordance with Section 2.04.

“Competitive Borrowing” means a Borrowing comprised of Competitive Loans.

“Competitive Loan” means a Loan made pursuant to Section 2.04.

“Competitive Loan Exposure” means, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of the outstanding Competitive Loans of such Lender denominated in US Dollars and (b) the sum of the US Dollar Equivalents of the aggregate principal amounts of the outstanding Competitive Loans of such Lender denominated in Designated Foreign Currencies.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Net Interest Expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any extraordinary or non-recurring non-cash charges for such period related to plant closings or other restructurings of operations or to the writedown of assets, (v) fees and expenses incurred in connection with the consummation of the Spin-Off in an aggregate amount not to exceed US$75,000,000, and (vi) cash payments or reserves for such period in respect of the EC Matter and minus (b) without duplication and to the extent not deducted in determining such Consolidated Net Income, (i) extraordinary gains for such period and (ii) any amounts paid in cash in respect of extraordinary or non-recurring non-cash charges during any earlier period related to plant closings or other restructurings of operations or to the writedown of assets, all determined on a consolidated basis in accordance with GAAP; provided that for any period including a fiscal quarter during which an acquisition or a divestiture was consummated outside of the ordinary course of business, Consolidated EBITDA and the components thereof shall be determined on a pro forma basis as if such acquisition or divestiture, as the case may be, had occurred at the beginning of such period; provided further that for purposes of determining Consolidated EBITDA for any period that includes any fiscal quarter ended prior to the date of the consummation of the Spin-Off, Consolidated EBITDA for such fiscal quarter shall be determined on the same basis as the financial statements of the Company set forth in the Form 10 were prepared.

“Consolidated Liquidity” means, on any date, the sum of (a) the aggregate amount of unused Commitments under this Agreement plus the aggregate amount of unused commitments under any other committed credit facilities then available to (x) the Company or (y) its Subsidiaries so long as the Company is also a borrower thereunder, in each case on such date and (b) the difference between (i) the aggregate amount of Unrestricted Cash and Cash Equivalents owned by the Company and its Subsidiaries on such date, excluding, however, all cash and cash equivalents subject to agreements or other arrangements that restrict the use of such cash and cash equivalents in the business of the Company and its Subsidiaries and (ii) an amount equal to the aggregate Taxes that

7

would become payable by the Company and its Subsidiaries in the event such Unrestricted Cash and Cash Equivalents were repatriated to the Company or a Subsidiary that is a US Person on such date, as estimated in good faith by the Company and certified by a Financial Officer of the Company to the Administrative Agent.

“Consolidated Net Income” means, with respect to any Person, for any period, the net income or loss of such Person and its consolidated Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Indebtedness” means, on any date, (a) Consolidated Total Debt minus (b) the amount by which Unrestricted Cash and Cash Equivalents exceeds US$100,000,000; provided that in no event shall the amount subtracted pursuant to this clause (b) exceed US$100,000,000.

“Consolidated Net Interest Expense” means, with respect to any Person, for any period for which such amount is being determined, (a) total interest expense (including that properly attributable to Capital Leases in accordance with GAAP and amortization of debt discount and debt issuance costs) of such Person and its consolidated Subsidiaries, including all capitalized interest, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financings and net costs under interest rate protection agreements (including amortization of discount) minus (b) total interest income of such Person and its consolidated subsidiaries, all as determined on a consolidated basis in accordance with GAAP and, to the extent Consolidated EBITDA for any period is determined on a pro forma basis to reflect an acquisition or divestiture out of the ordinary course of business, Consolidated Net Interest Expense shall be calculated on a pro forma basis as if such acquisition or divestiture, as the case may be, had occurred at the beginning of such period; provided that for purposes of determining Consolidated Net Interest Expense for any period that includes any fiscal quarter ended prior to the date of the consummation of the Spin-Off, Consolidated Net Interest Expense for such fiscal quarter shall be determined on the same basis as the financial statements of the Company set forth in the Form 10 were prepared

“Consolidated Net Tangible Assets” means, with respect to any Person, the aggregate amount of assets of such Person (less applicable reserves and other properly deductible items) after deducting therefrom (to the extent otherwise included therein) (a) all current liabilities (other than Borrowings under this Agreement or current maturities of long-term Indebtedness), and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the books and records of such Person and its consolidated Subsidiaries and computed in accordance with GAAP.

“Consolidated Total Assets” means, with respect to any Person, the aggregate amount of assets of such Person (less applicable reserves and other properly deductible items).

8

“Consolidated Total Debt” means, for any Person, all Indebtedness of such Person and its consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Group” means all of a controlled group of corporations and all trades and businesses (whether or not incorporated) under common control that, together with the Company or any of the Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Covenant Termination Date” means the first date after the first anniversary of the Effective Date that is the last day of a fiscal quarter of the Company and on which the Leverage Ratio shall not exceed 1.50:1.00.

“Credit Documents” means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, each Letter of Credit and each promissory note delivered pursuant to this Agreement, as such documents may be amended, modified, supplemented or restated from time to time.

“Credit Event” means each Borrowing and each issuance, extension or increase in the amount of any Letter of Credit.

“Credit Parties” means the Company and each Borrowing Subsidiary.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would become an Event of Default.

“Designated Foreign Currency” means Sterling and Euro.

“Designated Obligations” means, in respect of this Agreement, all Obligations of the Credit Parties in respect of (a) principal of and interest on the Loans, (b) payments required to be made hereunder in respect of Letters of Credit, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (c) facility fees and Letter of Credit participation fees in respect of this Agreement, in each case regardless of whether then due and payable. The Designated Obligations owed to any Lender under this Agreement in respect of outstanding Swingline Loans will consist of such Lender’s Swingline Exposure.

“Determination Date” has the meaning assigned to such term in Section 6.07.

“EC Judgment” has the meaning assigned to such term in Section 5.05(g).

“EC Matter” has the meaning assigned to such term in Section 3.12.

9

“EC Payment Date” means, with respect to any payment, posting of a bond or issuance of a letter of credit, in each case in respect of any EC Judgment, the earlier to occur of (a) a date, if any, that the Company and/or any of its Subsidiaries pays all or any portion of such EC Judgment, or causes a bond or letter of credit to be posted or issued on its behalf with respect to, such EC Judgment and (b) a date that is the expiration of any period during which Company and/or any of its Subsidiaries is required to pay all or any portion of such EC Judgment, or to cause a bond or letter of credit to be posted or issued on its behalf with respect to such EC Judgment.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02).

“EMU Legislation” means the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states.

“Environmental Laws” means all federal, state, local and foreign statutes, laws (including common law), regulations, ordinances, judgments, permits and other governmental rules or restrictions relating to human health, safety (including occupational safety and health standards), and protection of the environment or to emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into the environment, including ambient air, surface or ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the cleanup or other remediation thereof.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Laws, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interests.

“ERISA” has the meaning assigned to such term in Section 3.09.

“Euro” or “€” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation.

10

“Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Exchange Rate” means on any day, for purposes of determining the US Dollar Equivalent of any other currency, the rate at which such other currency may be exchanged into US Dollars, as set forth at approximately 11:00 a.m., London time, on such day on the Reuters World Currency Page for such currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower Agent, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., Local Time, on such date for the purchase of US Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct in the absence of facts or circumstances indicating that it has been made in error.

“Excluded Taxes” means, with respect to any Agent, the Issuing Bank, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party hereunder or under any other Credit Document, (a) income, franchise or similar taxes (i) imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) imposed as a result of a present or former connection between such recipient and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such recipient’s having executed, delivered or performed its obligations or received a payment under, or enforced, any Credit Document), (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of any Lender, any withholding tax imposed by the United States of America that is in effect and would apply (assuming the taking by the applicable Borrower of all actions necessary in order for any available exemption from such tax to be effective) to amounts payable by a US Borrower from an office within the United States of America to a US Lending Office of such Lender at the time such Lender becomes a Lender under this Agreement (or designates such US Lending Office), (d) in the case of any Lender, any withholding tax imposed by the United Kingdom (or any political subdivision thereof) that is in effect and would apply (assuming the taking by the applicable Borrower of all actions necessary in order for any available exemption from such tax to be effective) to amounts payable by a UK Borrowing Subsidiary from an office within the United Kingdom to a UK Lending Office of such Lender at the time

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such Lender becomes a Lender under this Agreement (or designates such UK Lending Office), (e) in the case of any Lender, any withholding tax imposed by Belgium (or any political subdivision thereof) that is in effect and would apply (assuming the taking by the applicable Borrower of all actions necessary in order for any available exemption from such tax to be effective) to amounts payable by a Belgian Borrowing Subsidiary from an office within Belgium to a Belgian Lending Office of such Lender at the time such Lender becomes a Lender under this Agreement (or designates such Belgian Lending Office), and (f) in the case of any Lender, any withholding tax that is attributable to such Lender’s failure to comply with Section 2.17(e); provided that in the case of clauses (c), (d) and (e) above, no withholding tax shall be an Excluded Tax if and to the extent that a Lender (or its assignor, if any) shall have been entitled, at the time it designates a new lending office (or at the time it acquires any rights hereunder by assignment), to receive additional amounts with respect to such withholding tax pursuant to Section 2.17.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of the Company.

“Fixed Rate” means, with respect to any Competitive Loan (other than a Eurocurrency Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.

“Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate.

“Foreign Lender” means, as to any Borrower, any Lender that is organized under the laws of a jurisdiction other than that in which such Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Form 10” means the Form 10 filed by WABCO with the Securities and Exchange Commission on February 26, 2007 relating to the Spin-Off and any amendments thereto.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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“Guarantee” of or by any person means any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (b) to purchase property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness; provided, however, that the term Guarantee shall not include endorsements for collection or deposit, in either case in the ordinary course of business. The amount of any Guarantee shall be deemed to equal the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder); provided, however, that the amount of any Guarantee that, by its terms, limits the amount payable thereunder to a stated or determinable amount shall not exceed such stated or determinable amount.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Laws.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, currency swap agreement or other interest or currency exchange rate hedging arrangement. The “principal amount” of any Hedging Agreement of the Company or any Subsidiary at any time shall be deemed to be the aggregate amount at such time of the payments that would be required to be made by the Company or such Subsidiary in the event of any early termination at such time of such Hedging Agreement.

“Incur” means create, incur, assume, Guarantee or otherwise become responsible for, and “Incurred” and “Incurrence” shall have correlative meanings.

“Indebtedness” of any person means, without duplication, (a) all obligations of such person for money borrowed or raised (excluding all Securitization Transactions that are accounted for as true sales of accounts receivable and not as liabilities on the consolidated balance sheets of the Company, but including Securitization Transactions accounted for as liabilities on the consolidated balance sheets of the Company), (b) all obligations of such person (other than accounts payable and other similar items arising in the ordinary course of business) for the deferred payment of the purchase price of property or services which would appear as liabilities on a balance

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sheet of such person, (c) all Capital Lease Obligations of such person, (d) all Guarantees by such person of obligations of others that otherwise constitute Indebtedness and (e) all obligations (contingent or otherwise) of such person as an account party in respect of letters of credit issued to secure payment obligations that otherwise constitute Indebtedness.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Information Memorandum” means the Confidential Information Memorandum dated April 2007 relating to the Company and the Transactions.

“Interest Election Request” means a request by a Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing and (d) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means (a) with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three, six, or, if available from time to time from all of the Lenders, twelve months thereafter, as the applicable Borrower may elect, and (b) with respect to any Fixed Rate Borrowing, the period (which shall not be less than 7 days or more than 360 days) commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

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“Issuing Bank” means JPMorgan Chase Bank, N.A. and any one or more other Lenders designated in writing by the Borrower Agent in a notice delivered to the Administrative Agent, and their respective successors in such capacity; provided that such other Lender shall have consented to such designation. The Issuing Banks may, in their respective discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Banks listed in Schedule 1.01 or approved by the Borrower Agent (such approval not to be unreasonably withheld), in which case the term “Issuing Bank” shall include any such Affiliates with respect to Letters of Credit issued by such Affiliates.

“JPMEL” means X.X. Xxxxxx Europe Limited and its successors.

“JPMCB” means JPMorgan Chase Bank, N.A. and its successors.

“Judgment Currency” has the meaning assigned to such term in Section 10.14(b).

“LC Disbursement” means a payment made by any Issuing Bank in respect of a Letter of Credit.

“LC Exposure” means at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit denominated in US Dollars at such time, (b) the aggregate of the US Dollar Equivalents of the undrawn amounts of all outstanding Letters of Credit denominated in Sterling or Euro at such time, (c) the aggregate amount of all LC Disbursements denominated in US Dollars that have not yet been reimbursed by or on behalf of the Borrowers at such time and (d) the aggregate of the US Dollar Equivalents of the amounts of all LC Disbursements denominated in Sterling or Euro that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Lender at any time shall be such Lender’s Applicable Percentage of the aggregate LC Exposure.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Except to the extent otherwise expressly provided for herein, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any letter of credit issued pursuant to Section 2.05(a).

“Leverage Ratio” means, at any date that is the last day of any fiscal quarter, the ratio of (a) Consolidated Net Indebtedness on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company ended on such date.

“LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, (a) the rate per annum appearing under the British Bankers’ Association Interest Settlement Rates for deposits in the currency of such Borrowing at approximately

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11:00 a.m., London time, on the Quotation Day for such Interest Period, as reflected on the applicable Telerate screen page, for a period equal to such Interest Period (or, if an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the average (rounded upward, if necessary, to the next 1/100 of 1%) of the respective interest rates per annum at which deposits in the currency of such Borrowing are offered for such Interest Period to major banks in the London interbank market by JPMCB at approximately 11:00 a.m., London time, on the Quotation Day for such Interest Period), multiplied by (b) the Statutory Reserve Rate applicable to such Eurocurrency Borrowing; provided that for purposes of determining the interest rate applicable to any Eurocurrency Competitive Borrowing, the LIBO Rate shall be the rate determined pursuant to the foregoing clause (a) without giving effect to clause (b).

“Liquidity Determination Date” means a date which is four Business Days prior to any EC Payment Date.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset.

“Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“Local Time” means (a) with respect to a Loan, Borrowing or Letter of Credit denominated in US Dollars, New York City time and (b) with respect to a Loan, Borrowing or Letter of Credit denominated in any Designated Foreign Currency, London time.

“London Agent” means JPMEL, in its capacity as London agent for the Lenders hereunder, or any successor thereto appointed in accordance with Article VIII.

“Margin” means, with respect to any Competitive Loan bearing interest at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be added to or subtracted from the LIBO Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid.

“Margin Stock” means “margin stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System.

“Material Adverse Effect” means any event or condition not disclosed in writing to the Lenders or in the Form 10, in each case prior to the date of this Agreement, that (a) has resulted or could reasonably be expected to result in a material adverse change in the business, assets, operations or financial condition of the Company and the Subsidiaries taken as a whole or (b) has materially impaired or could reasonably be expected to materially impair the ability of the Credit Parties to perform any of their obligations under this Agreement or the other Credit Documents, it being understood that the Spin-Off shall not be deemed to constitute a Material Adverse Effect.

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“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit and Indebtedness owed to the Company or any Subsidiary), or obligations in respect of one or more Hedging Agreements, of any one or more of the Company and the Subsidiaries in an aggregate principal amount greater than US$75,000,000.

“Material Subsidiary” means, at any time, (a) each Borrowing Subsidiary and (b) each other Subsidiary exclusive of Subsidiaries that, together with their own subsidiaries, shall have accounted for less than 5% for any such Subsidiary, or 15% in the aggregate for all such Subsidiaries of Consolidated EBITDA for the period of four fiscal quarters most recently ended. For purposes of making the determinations required by clause (b) of this definition, the components of Consolidated EBITDA of Non-US Subsidiaries shall be converted into US Dollars at the rates used in preparing the consolidated balance sheets of the Company included in the applicable financial statements referred to in Section 3.04 or delivered pursuant to Section 5.05.

“Maturity Date” means the fifth anniversary of the Effective Date.

“Non-US Lending Office” means, as to any Lender, any applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans in Designated Foreign Currencies. A Lender may designate multiple Non-US Lending Offices for Loans to different Borrowers or in different Designated Foreign Currencies; provided that (i) each Lender shall be deemed to have designated its UK Lending Offices as its Non-US Lending Offices for all Loans in Euro or Sterling (other than any such Loan by a Lender to a Belgian Borrowing Subsidiary) and (ii) each Lender shall be deemed to have designated its Belgian Lending Office as its Non-US Lending Office for all Loans in Designated Foreign Currencies to the Belgian Borrowing Subsidiaries.

“Non-US Subsidiary” means a Subsidiary that is not a US Subsidiary.

“Obligations” means (a) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) each payment required to be made by any Borrower under this Agreement in respect of any Letter of Credit when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (c) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of any Credit Party under this Agreement or any other Credit Document.

“Other Taxes” means any and all present or future recording, stamp, documentary, excise, transfer, sales, property or similar taxes, charges or levies arising

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from any payment made under any Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Credit Document.

“PBGC” has the meaning assigned to such term in Section 3.09.

“Permitted Encumbrances” means:

(a) Liens for taxes, assessments or governmental charges or claims that are not yet due and payable or are being contested in compliance with Section 5.03;

(b) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and suppliers, in each case incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith;

(c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security programs, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (other than obligations for the payment of borrowed money);

(d) leases or subleases granted to others (other than as security for Indebtedness) not interfering in any material respect with the business of the Company or any Subsidiary;

(e) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary;

(f) any interest or title of a lessor under any lease other than a Capital Lease or a lease entered into as part of a Sale and Leaseback Transaction;

(g) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(h) deed restrictions to ensure non-disturbance of legally permitted, permanent on-site waste storage/ treatment facilities; and

(i) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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“Plan” means, for the Company and each Subsidiary at any time, an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group, (b) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, or (c) under which a member of the Controlled Group has any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years or by reason of being deemed a contributing sponsor under Section 4069 of ERISA.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired.

“Quotation Day” means, with respect to any Eurocurrency Borrowing and any Interest Period, the day on which it is market practice in the relevant interbank market for prime banks to give quotations for deposits in the currency of such Borrowing for delivery on the first day of such Interest Period. If such quotations would normally be given by prime banks on more than one day, the Quotation Day will be the last of such days.

“Register” has the meaning set forth in Section 10.04.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees and agents of such Person and such Person’s Affiliates.

“Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that, for all purposes after the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, “Required Lenders” will mean, at any time, Lenders having Revolving Credit Exposures and outstanding Competitive Loan Exposures representing more than 50% of the sum of the total Revolving Credit Exposures and outstanding Competitive Loan Exposures at such time.

“Reset Date” has the meaning assigned to such term in Section 1.05.

“Revolving Borrowing” means a Borrowing comprised of Revolving Loans.

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“Revolving Credit Exposure” means, at any time, the sum at such time, without duplication, of (a) the aggregate principal amount of the Revolving Loans denominated in US Dollars outstanding at such time, (b) the aggregate amount of the US Dollar Equivalents of the principal amounts of the Revolving Loans denominated in Designated Foreign Currencies outstanding at such time, (c) the aggregate LC Exposure at such time and (d) the aggregate Swingline Exposure at such time. The Revolving Credit Exposure of any Lender at any time shall be such Lender’s Applicable Percentage of the total Revolving Credit Exposure at such time.

“Revolving Loan” means a Loan made by a Lender pursuant to Section 2.01(a) and 2.03. Each Revolving Loan denominated in US Dollars shall be a Eurocurrency Loan or an ABR Loan. Each Revolving Loan denominated in a Designated Foreign Currency shall be a Eurocurrency Loan.

“Sale-Leaseback Transaction” means any arrangement whereby the Company or a Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owner or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred; provided that any such arrangement entered into within 180 days after the acquisition, construction or substantial improvement of the subject property shall not be deemed to be a “Sale-Leaseback Transaction”.

“SEC” means the United States Securities and Exchange Commission or any successor Governmental Authority.

“Securitization Transaction” means (a) any transfer of accounts receivable or interests therein (i) to a trust, partnership, corporation or other entity (other than a Subsidiary), which transfer or pledge is funded by such entity in whole or in part by the issuance to one or more lenders or investors of indebtedness or other securities that are to receive payments principally from the cash flow derived from such accounts receivable or interests in accounts receivable, or (ii) directly to one or more investors or other purchasers (other than any Subsidiary), or (b) any transaction in which the Company or a Subsidiary Incurs Indebtedness or other obligations secured by Liens on accounts receivable. The “amount” of any Securitization Transaction shall be deemed at any time to be (A) in the case of a transaction described in clause (a) of the preceding sentence, the aggregate uncollected amount of the accounts receivable transferred pursuant to such Securitization Transaction, net of any such accounts receivable that have been written off as uncollectible, and (B) in the case of a transaction described in clause (b) of the preceding sentence, the aggregate outstanding principal amount of the Indebtedness secured by Liens on accounts receivable Incurred pursuant to such Securitization Transaction or, if less, the aggregate uncollected amount of the accounts receivable subject to such Liens. For purposes of this Agreement (including Sections 6.01(j) and (k)), accounts receivable shall include any and all payments owing to the Company or any Subsidiary by any and all obligors (including obligors which are federal, state or local governments or governmental agencies) under long term contracts in respect of goods or other property sold or leased or services rendered.

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“Spin-Off” means the distribution on a pro rata basis to ASCI’s shareholders in a tax-free transaction, on the terms described in the Form 10, of all the issued and outstanding shares of common stock of WABCO.

“Statutory Reserve Rate” means, with respect to any currency, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset or similar percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by any Governmental Authority of the United States or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to Loans in such currency are determined. Such reserve, liquid asset or similar percentages shall include those imposed pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any other applicable law, rule or regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Sterling” or “£” means the lawful money of the United Kingdom.

“Sterling/Euro Swingline Exposure” means at any time, the aggregate of the US Dollar Equivalents of the principal amounts of all Swingline Loans denominated in Sterling or Euro outstanding at such time. The Sterling/Euro Swingline Exposure of any Lender at any time shall be such Lender’s Applicable Percentage of the aggregate Sterling/Euro Swingline Exposure.

“Sterling/Euro Swingline Sublimit” means US$65,000,000 as such amount may be adjusted in accordance with Section 2.06(d).

“subsidiary” means, with respect to any person (herein referred to as the “parent”), any person of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any direct or indirect subsidiary of the Company.

“Swingline Base Rate” means, for any day, with respect to any Swingline Loan that (a) is denominated in US Dollars, the Federal Funds Effective Rate and (b) is denominated in Sterling or Euro, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the interest rate per annum at which deposits in the currency in which such Swingline Loan is denominated and approximately equal in principal amount to such Swingline Loan are obtainable by the Swingline Lender on such day at its lending office for such Swingline Loan in the interbank market (or any other market for

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funds in such currency utilized by the Swingline Lender), adjusted to reflect any direct or indirect costs of obtaining such deposits. The Swingline Base Rate applicable to any Swingline Loan that is denominated in Sterling or Euro shall be determined for each day by the Swingline Lender and such determination shall be presumed correct in the absence of facts or circumstances indicating that it was made in error.

“Swingline Exposure” means, at any time, the sum of (a) the US Dollar Swingline Exposure at such time plus (b) the Sterling/Euro Swingline Exposure at such time. The Swingline Exposure of any Lender at any time shall be such Lender’s Applicable Percentage of the aggregate Swingline Exposure.

“Swingline Lender” means JPMCB in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.06(a)(i).

“Swingline Sublimit” means the Sterling/Euro Swingline Sublimit or the US Dollar Swingline Sublimit.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Transactions” means the execution, delivery and performance by the Credit Parties of this Agreement and the other Credit Documents, the Borrowings hereunder, the use of the proceeds thereof, the issuance of Letters of Credit hereunder and the consummation of the Spin-Off.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the LIBO Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, a Fixed Rate.

“UK Borrowing Subsidiary” means a Borrowing Subsidiary that is organized in the United Kingdom or a political subdivision thereof.

“UK Lending Office” means, as to any Lender, any applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans in Euro or Sterling (other than any Loan by a Lender to a Belgian Borrowing Subsidiary).

“Unfunded Vested Liabilities” means, for any Plan at any time, the amount (if any) by which (a) the present value of all vested nonforfeitable accrued benefits under such Plan exceeds (b) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

“Unrestricted Cash and Cash Equivalents” means cash and cash equivalents that are not, or are not required under the terms of any agreement or

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arrangement to be, (a) pledged to, subject to a Lien in favor of, or held in one or more accounts under the control (as defined in the New York Uniform Commercial Code) of one or more creditors of the Company or any Subsidiary, or (b) otherwise segregated from the general assets of the Company and the Subsidiaries, in one or more special accounts or otherwise, for the purpose of securing or providing a source of payment for Indebtedness or other obligations that are or from time to time may be owed to one or more creditors of the Company or any Subsidiary. It is agreed that cash and cash equivalents held in ordinary deposit or securities accounts of the Company or its Subsidiaries and not subject to any existing or contingent restrictions on transfer by the Company or its Subsidiaries will be deemed to constitute Unrestricted Cash and Cash Equivalents notwithstanding any setoff rights created by law or by applicable account agreements in favor of depositary institutions.

“US Borrower” means a Borrower that is a US Person.

“US Dollar” or “US$” refers to lawful money of the United States of America.

“US Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in US Dollars, such amount, and (b) with respect to any amount in any Designated Foreign Currency, the equivalent in US Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.05 using the Exchange Rate with respect to such Designated Foreign Currency at the time in effect under the provisions of such Section.

“US Dollar Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans denominated in US Dollars outstanding at such time. The US Dollar Swingline Exposure of any Lender at any time shall be such Lender’s Applicable Percentage of the aggregate US Dollar Swingline Exposure.

“US Dollar Swingline Sublimit” shall mean US$10,000,000, as such amount may be adjusted in accordance with Section 2.06(d).

“US Lending Office” means, as to any Lender, any applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans in US Dollars. A Lender may designate multiple US Lending Offices for Loans to different Borrowers.

“US Person” means a Person incorporated or otherwise organized in the United States of America, a State thereof or the District of Columbia.

“US Subsidiary” means a Subsidiary that is a US Person or is treated as disregarded as an entity separate from a US Person or is treated as a US Person, in each case for US Federal income tax purposes.

“Utilization Percentage” means, on any day, the percentage produced by dividing (a) the aggregate Revolving Credit Exposures by (b) the total Commitments, unless the Commitments shall have been terminated, in which case the Utilization Percentage shall be 100%.

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“Voting Stock” of any Person means capital stock of any class or classes or other Equity Interests (however designated) having ordinary voting power for the election of members of the board of directors or the equivalent governing body of such Person, other than capital stock or other Equity Interests having such power only by reason of happening of a contingency.

“Welfare Plan” means a “welfare plan” as defined in Section 3(l) of ERISA.

“Wholly Owned Subsidiary” means any Subsidiary all the Equity Interests in which, other than directors’ qualifying shares and/or other nominal amounts of Equity Interests that are required to be held by Persons other than the Company and its Wholly Owned Subsidiaries under applicable law, are owned, directly or indirectly, by the Company.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. References herein to the taking of any action hereunder of an administrative nature by any Borrower shall be deemed to include references to the Company taking such action on such Borrower’s behalf and the Agents are expressly authorized to accept any such action taken by the Company as having the same effect as if taken by such Borrower. Each

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reference herein to the “knowledge” of the Company or any Subsidiary shall be deemed to be a reference to the knowledge of any member of senior management of the Company or such Subsidiary, any Financial Officer and, in the case of any reference to knowledge of any specific subject matter, the senior manager of the department or office of the Company or such Subsidiary responsible for such matter.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP as in effect from time to time; provided that, if the Borrower Agent notifies the Administrative Agent that the Borrower Agent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Agent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. All Financial Statements to be furnished to the Lenders hereunder shall be prepared, and all calculations determining compliance with Article VI (including the definitions used therein) shall be made, for the relevant Person and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto; provided that except as otherwise specifically provided herein, all calculations for determining compliance with Article VI shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the audited Financial Statements of the Company for the fiscal year ended December 31, 2006. With respect to any Subsidiary that is not a Wholly-Owned Subsidiary, only that portion of such Subsidiary’s results of operations, assets and liabilities as are equal to Holding’s ownership shall be included in making any calculation with respect to the financial covenants in Article VI.

SECTION 1.05. Exchange Rates. (a) Not later than 1:00 p.m., New York City time, on each Calculation Date (determined without regard to clause (b) of the definition of such term), the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to Sterling, Euro and each other Designated Foreign Currency in which any outstanding Borrowing or Letter of Credit shall be denominated as of such Calculation Date and (ii) give written notice thereof to the Lenders and the Borrower Agent. Not later than 1:00 p.m., New York City time, on the Business Day immediately preceding the date of any Borrowing in a Designated Foreign Currency for which no Exchange Rate shall have been determined on the most recent Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Business Day with respect to such Designated Foreign Currency and (ii) give written notice thereof to the Lenders and the Borrower Agent. The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) or other date of determination, shall remain effective until the next succeeding Reset Date, and shall for all purposes of this Agreement (other than Section 10.14 or any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in converting any amounts between US Dollars and Designated Foreign Currencies.

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(b) Not later than 5:00 p.m., New York City time, on each Reset Date and on each date on which Revolving Loans denominated in any Designated Foreign Currency are made, or Letters of Credit denominated in any Designated Foreign Currency are issued, the Administrative Agent shall (i) determine the aggregate amount of each of the Revolving Credit Exposure and the aggregate US Dollar Equivalent of the principal amounts of the Competitive Loans denominated in Designated Foreign Currencies then outstanding (after giving effect to any Loans made or repaid or Letters of Credit issued, drawn or expired on such date) and (ii) notify the Lenders and the Borrower Agent of the results of such determination.

ARTICLE II

The Credits

SECTION 2.01. Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in US Dollars from its applicable US Lending Offices or in any Designated Foreign Currency from its applicable Non-US Lending Offices in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding its Commitment or (ii) the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures exceeding the aggregate Commitments.

(b) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans during the Availability Period.

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders (or their Affiliates as provided in paragraph (b) below) ratably in accordance with their respective Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.04. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised entirely of Eurocurrency Loans or, in the case of Revolving Borrowings denominated in US Dollars, ABR Loans, as the applicable Borrower may request in accordance herewith; and (ii) each Competitive Borrowing shall be comprised entirely of Eurocurrency Loans or Fixed Rate Loans, as the applicable Borrower may request in accordance herewith. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan;

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provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Revolving Borrowing (other than a Swingline Loan), such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Each Competitive Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Each Swingline Loan denominated in US Dollars shall be in an amount that is an integral multiple of US$500,000, and each Swingline Loan denominated in Sterling or Euro shall be in an amount that is an integral multiple of 100,000 units of such currency; provided that any Swingline Loan made to refinance any reimbursement payment owed in respect of a Letter of Credit may be in an amount (which shall not be less that US$100,000 or 100,000 units of any Designated Foreign Currency) equal to the amount of such reimbursement payment. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be outstanding more than a total of (i) 15 Eurocurrency Revolving Borrowings denominated in US Dollars and (ii) 15 Eurocurrency Revolving Borrowings denominated in Designated Foreign Currencies.

(d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date, or to request any Competitive Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the applicable Borrower shall notify the Applicable Agent of such request by telephone or by telecopy (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Borrowing Request in a form agreed to by the Applicable Agent and the Borrower Agent and signed by the applicable Borrower, or by the Borrower Agent on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the Borrower requesting such Borrowing (or on whose behalf the Borrower Agent is requesting such Borrowing);

(ii) the currency and aggregate amount of the requested Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

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(iv) the Type of the requested Borrowing;

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no currency is specified with respect to any requested Eurocurrency Borrowing, then the relevant Borrower shall be deemed to have selected US Dollars. If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be (i) in the case of a Borrowing denominated in US Dollars, an ABR Borrowing and (ii) in the case of a Borrowing denominated in any other currency, a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Applicable Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids, and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans, denominated in US Dollars, Sterling or Euro; provided that after giving effect to any Borrowing of Competitive Loans the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall not exceed the aggregate Commitments. To request Competitive Bids, the applicable Borrower shall notify the Administrative Agent of such request by telephone or by telecopy, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or by the Borrower Agent on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

(i) the Borrower requesting such Borrowing (or on whose behalf the Borrower Agent is requesting such Borrowing);

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(ii) the aggregate principal amount of the requested Borrowing and the currency of the requested Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing;

(v) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period” and shall end no later than the Maturity Date; and

(vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids.

(b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the applicable Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, in the case of a Eurocurrency Competitive Borrowing, not later than 9:30 a.m., Local Time, three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., Local Time, on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be an amount at least equal to the Borrowing Minimum and an integral multiple of the Borrowing Multiple and which may equal the entire principal amount of the Competitive Borrowing requested by the applicable Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof.

(c) The Administrative Agent shall notify the applicable Borrower by telecopy of each Competitive Bid Rate and each principal amount specified in each Competitive Bid and the identity of the Lender that shall have made each such Competitive Bid not later than (i) in the case of a Eurocurrency Competitive Borrowing, 10:00 a.m., Local Time, three Business Days before the proposed date of such Competitive Borrowing, and (ii) in the case of a Fixed Rate Borrowing 10:00 a.m., Local Time, on the proposed date of such Competitive Borrowing.

(d) Subject only to the provisions of this paragraph, a Borrower may accept or reject any Competitive Bid. The applicable Borrower shall notify the

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Administrative Agent by telecopy or by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., Local Time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., Local Time, on the proposed date of the Competitive Borrowing; provided that (i) the failure of a Borrower to give such notice with respect to any Competitive Bid shall be deemed to be a rejection of such Competitive Bid, (ii) a Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made in response to the same Competitive Bid Request at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by a Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, a Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of at least the Borrowing Minimum that is an integral multiple of the Borrowing Multiple; provided further that if a Competitive Loan must be in an amount less than the Borrowing Minimum because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of US$1,000,000 (or, in the case of a Competitive Loan denominated in Sterling or Euro, the smallest amount of such currency that (i) is an integral multiple of 1,000,000 units of such currency and (ii) has a US Dollar Equivalent in excess of US$1,000,000) or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Administrative Agent. A notice given by a Borrower pursuant to this paragraph shall be irrevocable.

(e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, on the terms hereof and subject to the conditions set forth in Section 4.02 (which conditions, insofar as they apply to any Competitive Loan, may be waived by the Lender that is to make such Competitive Loan), to make the Competitive Loan in respect of which its Competitive Bid has been accepted.

(f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, any Borrower may request the issuance (or the amendment,

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renewal or extension) of Letters of Credit denominated in US Dollars, Sterling or Euro in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by such Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Applicable Agent (in any case reasonably in advance of the requested date of issuance, amendment, renewal or extension), a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to enable the Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed US$100,000,000, (ii) the aggregate Revolving Credit Exposure will not exceed the aggregate Commitments, and (iii) the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures will not exceed the aggregate Commitments.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance, renewal or extension of such Letter of Credit and (ii) the date that is five Business Days prior to the Maturity Date; provided that a Letter of Credit may provide for automatic renewals for additional periods of up to one year, subject to a right on the part of the Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary during a period satisfactory to the Administrative Agent in advance of any such renewal and provided that in no event shall any Letter of Credit or renewal thereof expire after the date that is five Business Days prior to the Maturity Date.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the

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aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Applicable Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Applicable Agent an amount equal to such LC Disbursement, in the currency in which such LC Disbursement shall have been made, not later than 12:00 noon, Local Time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Local Time, on (A) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., Local Time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt. If the Borrower fails to make such payment when due then, the Applicable Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Applicable Agent its Applicable Percentage of the payment then due from the applicable Borrower in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Applicable Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Applicable Agent of any payment from any Borrower pursuant to this paragraph, the Applicable Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse any Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve any Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrowers’ obligations to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or any

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other Credit Document, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of the Agents, the Lenders or the Issuing Banks, or any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in the interpretation of the terms of any Letter of Credit or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers) suffered by such Borrower that are caused by any Issuing Bank’s gross negligence or wilful misconduct. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, acting in good faith, either accept and make payment upon such documents without responsibility for further investigation or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Applicable Agent and the applicable Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve any Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Borrower reimburses such LC Disbursement, at (i) in the case of any LC Disbursement denominated in US Dollars, the rate per annum then applicable to ABR Revolving Loans and (ii) in the case of any LC Disbursement denominated in Sterling or Euro, a rate per annum determined by the applicable Issuing Bank (which determination will be presumed correct in the absence of facts or circumstances indicating that it has been made in error) to represent its cost of funds plus the Applicable Rate used to

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determine interest applicable to Eurocurrency Revolving Loans; provided that, at all times after such Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, Section 2.13(e) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Cash Collateralization. If the Commitments shall be terminated or if any Event of Default shall occur and be continuing, on the Business Day that the Borrower Agent, on behalf of the applicable Borrowers, receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the applicable Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral with respect to the LC Exposure shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company or any applicable Borrower described in clause (g) or (h) of Section 7.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Credit Parties under the Credit Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and the applicable Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposures at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Credit Parties under the Credit Documents. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to them within three Business Days after all Events of Default have been cured or waived.

SECTION 2.06. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period (i) in US Dollars in an aggregate principal amount at any time outstanding that will not result in the US Dollar Swingline Exposure exceeding the US Dollar Swingline Sublimit and (ii) in Sterling or Euro in an aggregate principal amount at any time outstanding that will not result in the Sterling/Euro Swingline Exposure exceeding the Sterling/Euro Swingline Sublimit, and

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that in each case will not result in (x) the sum of the US Dollar Equivalent of the principal amounts of outstanding Swingline Loans exceeding US$75,000,000 or (y) the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures exceeding the aggregate Commitments; provided that no Swingline Loan shall be made to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, a Borrower shall give notice of such request by telephone (confirmed by telecopy) (i) in the case of a Swingline Loan denominated in US Dollars, to the Swingline Lender (with a copy to the Applicable Agent), not later than 12:00 noon, New York City time, (ii) in the case of Swingline Loan denominated in Sterling or Euro (other than a Swingline Loan requested by a Belgian Borrowing Subsidiary), to the Swingline Lender (with a copy to the Applicable Agent), not later than 1:00 p.m., London time, and (iii) in the case of a Swingline Loan requested by a Belgian Borrowing Subsidiary, to the Swingline Lender (with a copy to the London Agent) not later than 1:00 p.m., Brussels time, in each case on the day of the proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), amount and currency of the requested Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by (i) 3:00 p.m., New York City time, on the requested date of such Swingline Loan in the case of a Swingline Loan denominated in US Dollars, (ii) 4:00 p.m., Local Time, on the requested date of such Swingline Loan in the case of a Swingline Loan denominated in Sterling or Euro (other than a Swingline Loan requested by a Belgian Borrowing Subsidiary) and (iii) 4:00 p.m., Brussels time, on the requested date of such Swingline Loan in the case of a Swingline Loan requested by a Belgian Borrowing Subsidiary.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the amounts and currencies of the Swingline Loans. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of each such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of each such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available

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funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower Agent of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from any Borrower (or other party on behalf of any Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.

(d) The Borrower Agent may from time to time, but in no event more than once during any fiscal quarter, upon ten Business Days’ prior written notice to the Administrative Agent and the Swingline Lender, increase one Swingline Sublimit and simultaneously decrease the other Swingline Sublimit in amounts that will result in the sum of the US Dollar Swingline Sublimit and the Sterling/Euro Swingline Sublimit remaining unchanged after giving effect to such increase and decrease; provided that no such adjustment shall be made that would result in (i) the US Dollar Swingline Exposure exceeding the US Dollar Swingline Sublimit or (ii) the Sterling/Euro Swingline Exposure exceeding the Sterling/Euro Swingline Sublimit. Any such notice shall set forth the amount of the increase or decrease in each Swingline Sublimit and the date on which such adjustment is requested to become effective.

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable currency by 1:00 p.m., Local Time, to the account of the Applicable Agent most recently designated by it for such purpose by notice to the applicable Lenders; provided that Swingline Loans shall be made as provided in Section 2.06. The Applicable Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of such Borrower maintained with the Applicable Agent (i) in New York City, in the case of Loans denominated in US Dollars, and (ii) in London, in the case of Loans denominated in Designated Foreign Currencies, and designated by such Borrower in the applicable Borrowing Request or Competitive Bid Request; provided that Loans made to finance the reimbursement of an LC Disbursement shall be remitted by the Applicable Agent to the applicable Issuing Bank.

(b) Unless the Applicable Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Applicable Agent such Lender’s share of such Borrowing, the Applicable Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available

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to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Applicable Agent, then the applicable Lender and the Borrowers severally agree to pay to the Applicable Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Applicable Agent, at (i) in the case of such Lender, a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a Borrower, the interest rate applicable to such Borrowing. If such Lender pays such amount to the Applicable Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the applicable Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing, and, in the case of a Eurocurrency Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The applicable Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and any Loans resulting from an election made with respect to any such portion shall be considered a separate Borrowing. Notwithstanding any other provision of this Section, no Borrowing may be converted into or continued as a Borrowing with an Interest Period ending after the Maturity Date. This Section shall not apply to Competitive Borrowings or Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, a Borrower (or the Borrower Agent on its behalf) shall notify the Applicable Agent of such election by telephone or by telecopy by the time and date that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Interest Election Request in a form approved by the Applicable Agent and signed by the applicable Borrower (or the Borrower Agent on its behalf). The provisions of this Section shall not permit any Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing of a Borrower to a Borrowing of another Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

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(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting extension of credit is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting extension of credit is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Applicable Agent shall advise each Lender to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If a Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, such Borrowing shall (i) in the case of a Borrowing denominated in US Dollars, be converted to an ABR Borrowing and (ii) in the case of a Eurocurrency Borrowing denominated in any currency other than US Dollars, become due and payable on the last day of such Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Agent, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing denominated in US Dollars may be converted to or continued as a Eurocurrency Borrowing, (ii) no outstanding Eurocurrency Revolving Borrowing denominated in a Designated Foreign Currency may be converted to or continued as a Eurocurrency Borrowing with an Interest period of greater than one month and (iii) unless repaid, each Eurocurrency Revolving Borrowing denominated in US Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09. Termination, Reduction and Increase of Commitments. (a) (i) Unless previously terminated, the Commitments shall terminate on the Maturity Date and (ii) in the event the Spin-Off is not consummated within three Business Days after the Effective Date, the Commitments shall automatically terminate on such third Business Day.

(b) The Borrower Agent may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of US$1,000,000 and not less than US$5,000,000 and (ii) the Borrower Agent shall not terminate or reduce the

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Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the total Commitments or the aggregate Revolving Credit Exposures would exceed the aggregate Commitments.

(c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the other Agents and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

(d) (i) The Borrower Agent may, by written notice to the Administrative Agent, request that the total Commitments be increased (a “Commitment Increase”) by an amount of not less than US$25,000,000; provided that the aggregate amount of increases pursuant to this paragraph shall not exceed US$100,000,000. Such notice shall set forth the amount of the requested increase and the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 30 days after the date of such notice), and shall offer each Lender holding a Commitment the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each such Lender shall, by notice to the Borrower Agent and the Administrative Agent given not more than 5 Business Days after the date of the Borrower Agent notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 5 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that on the 5th Business Day after the Borrower Agent shall have delivered a notice pursuant to the first sentence of this paragraph the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower Agent, the Borrower Agent may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld) and the Credit Parties and each Augmenting Lender shall execute all such documentation as the Administrative Agent and the Borrower Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder.

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(ii) On any Increase Effective Date, (A) the aggregate principal amount of the Revolving Loans outstanding under which a Commitment Increase will become effective (the “Initial Loans”) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender shall pay to the Applicable Agent in same day funds in the relevant currencies an amount equal to the difference, if positive, between (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (D) after the Applicable Agent receives the funds specified in clause (C) above, the Applicable Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) each applicable Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result therefrom.

(iii) Notwithstanding the foregoing, an increase in the Commitments (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section only if (A) on the date of such increase, the conditions set forth in paragraph (f) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower Agent and (B) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.03(b) in connection with the designation of a new Borrowing Subsidiary as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase.

SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay (i) to the Applicable Agent for the account of each Lender the unpaid principal amount of each Revolving Loan made by such Lender on the Maturity Date, (ii) to the Applicable Agent for the account of each

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Lender the unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th day or the last day of a calendar month and that is at least one Business Day after the day on which such Swingline Loan shall have been made.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period, if any, applicable thereto, and (ii) the amounts of all sums received by the Agents hereunder for the accounts of the Lenders and each Lender’s share thereof. Each other Agent shall promptly provide the Administrative Agent with all information needed to maintain such accounts in respect of the Loans administered by such Agent.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in substantially the form attached hereto as Exhibit F. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.11. Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section and payment of any amounts required under Section 2.16; provided that the Borrowers shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof.

(b) In the event and on each occasion that the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period applicable to any Eurocurrency Revolving Borrowing and (ii) on any other date in the event any ABR Revolving Borrowing or Swingline Borrowing shall be outstanding, the applicable Borrowers shall prepay such Revolving Borrowing or Swingline Borrowing in an

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aggregate amount equal to the lesser of (A) the amount of such Revolving Borrowing or Swingline Borrowing and (B) an amount sufficient to eliminate such excess. If, on any Reset Date, the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall exceed 105% of the aggregate Commitments then each applicable Borrower shall, not later than the next Business Day, prepay one or more Revolving Borrowings or Swingline Borrowings in an aggregate amount sufficient to eliminate such excess over 105%.

(c) If the Commitments are terminated pursuant to Section 2.09(a)(ii), the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable and the Borrowers hereby unconditionally promise to pay all such amounts on the day the Commitments are terminated.

(d) Prior to any optional or mandatory prepayment of Borrowings, the applicable Borrower shall select the Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (e) below.

(e) The Borrower Agent or the applicable Borrower shall, to the extent practicable, notify the Applicable Agent (and in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m., Local Time, three Business Days (or, if the date of prepayment shall be the last day of the Interest Period applicable to such Borrowing, one Business Day) before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

SECTION 2.12. Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date but excluding the Maturity Date; provided that, if

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such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date to but excluding the date on which such Lender shall cease to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account or, in the case of facility fees and participation fees paid to the Agents, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

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SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest (i) in the case of a Eurocurrency Revolving Borrowing, at the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate or (ii) in the case of a Eurocurrency Competitive Borrowing, at the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus, as applicable) the Margin applicable to such Borrowing.

(c) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan.

(d) Each Swingline Loan shall bear interest for each day at the Swingline Base Rate in effect for such Borrowing on such day plus the Applicable Rate that would be applicable to a Eurocurrency Revolving Borrowing on such day.

(e) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% per annum plus the rate otherwise applicable to such Loan or (ii) in the case of any other amount, 2% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(f) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (e) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(g) All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest on Borrowings denominated in Sterling and (ii) interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or, except in the case of Borrowings denominated in Sterling, 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or LIBO Rate shall be determined by the Applicable Agent, and such determination shall be presumed correct in the absence of facts or circumstances indicating that it has been made in error.

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SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing denominated in any currency:

(a) the Applicable Agent determines (which determination shall be presumed correct in the absence of facts or circumstances indicating that it has been made in error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period; or

(b) the Applicable Agent is advised by the Required Lenders (or, in the case of a Eurocurrency Competitive Loan, the Lender that is required to make such Loan) that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Applicable Agent shall give notice thereof to the Borrower Agent and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Applicable Agent notifies the Borrower Agent and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing in such currency shall be ineffective, and such Borrowing shall be (A) if such Borrowing is denominated in US Dollars, converted or continued on the last day of the Interest Period applicable thereto to or as an ABR Borrowing, or (B) if such Borrowing is denominated in any other currency, converted or continued on the last day of the Interest Period applicable thereto to or as a Borrowing bearing interest at such rate as the Lenders and the Borrower Agent may agree upon (or, in the absence of such agreement, repaid as of the last day of the current Interest Period applicable thereto), (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing, (A) if such proposed Borrowing is denominated in US Dollars, such Borrowing shall be made as an ABR Borrowing, or (B) if such proposed Borrowing is denominated in any Designated Foreign Currency, such Borrowing Request shall be ineffective, and (iii) any request by a Borrower for a Eurocurrency Competitive Borrowing denominated in such currency shall be ineffective; provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by a Borrower for Eurocurrency Competitive Borrowings may be made to Lenders that are not affected thereby and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except to the extent any such reserve requirement is reflected in the LIBO Rate) or any Issuing Bank; or

(ii) impose on any Lender or any Issuing Bank or the London interbank market or any other market in which Loans of any currency and Type are funded

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any other condition affecting this Agreement or Eurocurrency Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or such Issuing Bank such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, on a net after-tax basis for such additional costs incurred or reduction suffered.

(b) If any Lender or any Issuing Bank determines in good faith that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) If the cost to any Lender of making or maintaining any Loan to any Borrowing Subsidiary incorporated in, or conducting business in, a jurisdiction outside the United States, or to any Issuing Bank of participating in, issuing or maintaining any Letter of Credit for the account of any such Borrowing Subsidiary, is increased or the amount of any sum received or receivable by any Lender or any Issuing Bank (or its applicable lending office) is reduced as a result of any law, rule, regulation or action of a Governmental Authority in such jurisdiction (other than through the imposition of any Excluded Tax or other imposition expressly excluded from the yield protection or indemnity provisions set forth herein) by an amount deemed in good faith by such Lender or such Issuing Bank to be material, such Borrowing Subsidiary shall indemnify such Lender or such Issuing Bank, as the case may be, for such increased cost or reduction within 15 days after demand by such Lender or such Issuing Bank (with a copy to the Administrative Agent).

(d) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a), (b) or (c) of this Section and explaining in reasonable detail the method by which such amount or amounts were determined, together with supporting documentation or computations, shall be delivered

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to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in error. The Borrowers shall pay such Lender or such Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(e) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 120 days prior to the date that such Lender or such Issuing Bank notifies the Borrower Agent of the Change in Law or other event or circumstance giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law or other event or circumstance giving rise to such increased costs or reductions is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof.

(f) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any Competitive Loan if the Change in Law or other event or circumstance that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made.

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such

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Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Credit Party shall be required to deduct any Indemnified Taxes or Other Taxes from any such payment, then (i) the sum payable shall be increased as necessary so that after making all required deductions of Indemnified Taxes or Other Taxes (including deductions applicable to additional sums payable under this Section) the Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers will cause such Credit Party to make such deductions and (iii) the Borrowers will pay or cause such Credit Party to pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrowers shall pay any Other Taxes required to be paid by them to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrowers shall indemnify each Agent, each Issuing Bank and each Lender, within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by such Agent, such Issuing Bank or such Lender on or with respect to any payment by or on account of any obligation of any Credit Party hereunder or under any other Credit Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the amount and nature of such payment or liability shall be delivered to the Borrower Agent by a Lender or an Issuing Bank, or by an Agent on its own behalf or on behalf of a Lender or an Issuing Bank and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Credit Party to a Governmental Authority, the Borrower Agent shall deliver to the Applicable Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Applicable Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a Borrower is located, or

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any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower Agent (with a copy to the Applicable Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower Agent as will permit such payments to be made without withholding or at a reduced rate, provided, in the case of any exemption or reduction available under the laws of a jurisdiction other than the United States, the United Kingdom or Belgium that such Foreign Lender has received written notice from the Borrower Agent advising it of the availability of such exemption or reduction and containing all applicable documentation.

(f) If an Agent, an Issuing Bank or a Lender determines in good faith that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower Agent (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Agent, such Issuing Bank or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrowers, upon the request of such Agent, such Issuing Bank or such Lender, agree to repay the amount paid over to the Borrower Agent (plus any penalties, interest or other charges imposed by the relevant Governmental Authority not resulting from the negligence of such Agent, Issuing Bank or Lender) to such Agent, such Issuing Bank or such Lender in the event such Agent, such Issuing Bank or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require any Agent, any Issuing Bank or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Credit Party or any other Person.

(g) On the date it becomes a Lender hereunder, (i) each Lender will designate a US Lending Office, a UK Lending Office and a Belgian Lending Office, in each case for the Loans to be made by it such that, on such date, it will not be liable for any withholding tax referred to in clause (c), (d) or (e), as applicable, of the definition of “Excluded Taxes” in Article I (other than any withholding tax that is not an Excluded Tax under the proviso to such definition).

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder or under any other Credit Document (whether of principal, interest or fees, or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Applicable Agent to the applicable account specified on Schedule 2.18 for the account of the applicable Lenders or, in any such case, to such other account as the Applicable Agent shall from time to time specify in a notice delivered to the Borrower Agent; provided that payments to be made to an

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Issuing Bank or the Swingline Lender as expressly provided herein and payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto. The Applicable Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Credit Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder of principal or interest in respect of any Loan or LC Disbursement (or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan or LC Disbursement; all other payments hereunder and under each other Credit Document shall be made in US Dollars, except as otherwise expressly provided. Any payment required to be made by an Agent hereunder shall be deemed to have been made by the time required if such Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by such Agent to make such payment. Any amount payable by any Agent to one or more Lenders in the national currency of a member state of the European Union that has adopted the Euro as its lawful currency shall be paid in Euro.

(b) If at any time insufficient funds are received by and available to any Agent from any Borrower to pay fully all amounts of principal, interest, unreimbursed LC Disbursements and fees then due from such Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due from such Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due from such Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans or participations in LC Disbursements or Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans or participations in LC Disbursements or Swingline Loans, as applicable, of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans or participations in LC Disbursements or Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC

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Disbursements or Swingline Loans to any assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(d) Unless any Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to such Agent for the account of any Lenders or an Issuing Bank hereunder that the applicable Borrower will not make such payment, such Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to such Lenders or such Issuing Bank, as applicable, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders and each Issuing Bank severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank, as applicable, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to such Agent, at a rate determined by such Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender or any Issuing Bank, as applicable, shall fail to make any payment required to be made by it pursuant to Section 2.07(b) or paragraph (d) of this Section 2.18, then the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by such Agent for the account of such Lender or Issuing Bank, as applicable, to satisfy such Lender’s or Issuing Bank’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or 2.21, then such Lender shall designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15, 2.17 or 2.21, as the case may be, in the future and (ii) in the reasonable judgment of such Lender, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or 2.21, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower Agent may, at its sole expense, upon notice to such Lender and the Administrative Agent, require

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such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Agent shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17 or 2.21, such assignment will result in a reduction in such compensation or payments. Nothing in this Section shall limit any right or remedy that any Borrower may otherwise have against any Lender.

SECTION 2.20. Borrowing Subsidiaries. On or after the Effective Date, the Borrower Agent may designate any subsidiary of the Borrower Agent as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Borrower Agent, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a party to and a Borrowing Subsidiary under this Agreement. Upon the execution by the Borrower Agent and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to any Borrowing Subsidiary, such Subsidiary shall cease to be a Borrowing Subsidiary; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate its right to make further Borrowings or to obtain further Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder, unless the obligations of such Borrowing Subsidiary in respect of such Loan or Letter of Credit shall have been assumed by another Borrower. In the event that any Borrowing Subsidiary shall cease to be a Subsidiary, the Borrower Agent will promptly execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination terminating its status as a Borrowing Subsidiary subject to the proviso in the immediately preceding sentence. Promptly following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

SECTION 2.21. Additional Reserve Costs. (a) If and so long as any Lender is required after the date hereof to make special deposits with the Bank of England, to maintain reserve asset ratios or to pay fees, in each case in respect of such Lender’s Eurocurrency Loans in any Designated Foreign Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Loans, additional interest on such Loan at a rate per annum equal to the Mandatory Costs Rate calculated in accordance with the formula and in the manner set forth in Exhibit C hereto.

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(b) If and so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority (including any such requirement imposed by the Board or by European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Mandatory Costs Rate) in respect of any of such Lender’s Eurocurrency Loans, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan.

(c) Any additional interest owed pursuant to paragraph (a) or (b) above shall be determined by the relevant Lender, which determination shall be presumed correct in the absence of facts or circumstances indicating that it has been made in error, and notified to the relevant Borrower (with a copy to the Applicable Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Applicable Agent for the account of such Lender on each date on which interest is payable for such Loan.

SECTION 2.22. Redenomination of Certain Designated Foreign Currencies. (a) Each obligation of any party to this Agreement to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London Interbank Market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b) Without prejudice and in addition to any method of conversion or rounding prescribed by any EMU Legislation and (i) without limiting the liability of any Borrower for any amount due under this Agreement and (ii) without increasing any Commitment of any Lender, all references in this Agreement to minimum amounts (or integral multiples thereof) denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall, immediately upon such adoption, be replaced by references to such minimum amounts (or integral multiples thereof) as shall be specified herein with respect to Borrowings denominated in Euro.

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(c) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent and the Borrower Agent, acting jointly, may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

ARTICLE III

Representations and Warranties

The Company represents and warrants to the Lenders as to itself and each Subsidiary, and each Borrowing Subsidiary represents and warrants to the Lenders as to itself and its subsidiaries, as follows (it being understood that each reference in this Article III to the Credit Parties shall include, on any date as of which the representations and warranties set forth herein are made or deemed made, only those Persons that are Credit Parties on such date):

SECTION 3.01. Organization and Qualification. Each Credit Party and each Material Subsidiary is duly organized, validly existing and in good standing (to the extent such concept is relevant to such Person in its jurisdiction of organization) under the laws of the jurisdiction of its organization, has full and adequate corporate power to carry on its business as now conducted and is duly licensed or qualified and, to the extent relevant, in good standing in each jurisdiction in which the nature of the business transacted by it or the nature of the Property owned or leased by it makes such licensing or qualification necessary, except where such failure to be so licensed or qualified and in good standing does not constitute and would not result in a Material Adverse Effect.

SECTION 3.02. Corporate Authority and Validity of Obligations. Each Credit Party has the corporate, company or partnership power and authority to consummate the Transactions, to enter into this Agreement and each other Credit Document to which it is a party, to make the Borrowings to be made by it hereunder, to issue its notes in evidence thereof and to perform all its obligations hereunder and under each other Credit Document to which it is a party. The execution, delivery and performance of this Agreement and the other Credit Documents have been duly authorized by all necessary corporate, company or partnership action of the Credit Parties, and this Agreement and the other Credit Documents constitute valid and binding obligations of the Credit Parties, enforceable in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. None of this Agreement, any other Credit Document or the Transactions (i) will contravene any charter or by-law provision of any Credit Party, (ii) will contravene any provision of law or of any regulation or order of any Governmental Authority or any judgment, or any material covenant, indenture or agreement of or affecting any Credit Party or a substantial portion of the Properties of any Credit Party where such contravention referred to in this clause (ii) would reasonably be expected to result in a Material Adverse Effect or to affect materially and adversely the rights or interests of any Agent, Issuing Bank or Lender, or (iii) result in the creation of any Lien upon any material Property or asset of any Credit Party or Subsidiary.

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SECTION 3.03. Margin Stock. None of the Company, any other Credit Party or any other Material Subsidiary is engaged principally, or as one of its primary activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and neither the proceeds of any Loan nor any Letter of Credit will be used in a manner that violates any provision of Regulation U or X of the Board.

SECTION 3.04. Financial Reports. (a) The consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of earnings, shareholders’ equity and cash flows of the Company and its Subsidiaries and accompanying notes thereto (i) as at December 31, 2006, and for the year then ended, which financial statements are accompanied by the report of Ernst & Young LLP (the “Annual Financial Statements”), and (ii) as at March 31, 2007, and for the fiscal quarter then ended, certified by the Company through its Chief Financial Officer, heretofore furnished to the Administrative Agent, fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as at such dates and their consolidated results of operations, shareholders’ equity and cash flows for the periods then ended in conformity with GAAP, subject to year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) The pro forma balance sheet of the Company and the Subsidiaries set forth in the Second Amendment to the Form 10, filed with the SEC on May 23, 2007, was derived from the Annual Financial Statements and was prepared in good faith based upon the best information available to the Company at the time of such filing and presents fairly in all material respects on a pro forma basis, giving effect to the Spin-Off, the financial condition of the Company and the Subsidiaries as of December 31, 2006.

SECTION 3.05. No Material Adverse Effect. Since December 31, 2006, there has not occurred or become known any Material Adverse Effect.

SECTION 3.06. Litigation. There is no litigation or governmental proceeding pending, or to the knowledge of the Company or any Material Subsidiary threatened, against the Company or any Material Subsidiary which if adversely determined could (a) impair the validity or enforceability of, or materially impair the ability of the Company or any other Credit Party to perform its obligations under, this Agreement or any other Credit Document or (b) except as disclosed in the Form 10.

SECTION 3.07. Tax Returns. The Company has filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Company has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08. Approvals. No authorization, consent, license, exemption, filing or registration with any court or governmental department, agency or instrumentality, or any other Person, is necessary to the consummation of the Transactions or the valid execution, delivery or performance by any Credit Party of this

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Agreement or any other Credit Document except for those obtained on or before the Effective Date or those the failure of which to obtain would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect.

SECTION 3.09. ERISA. The Company and each Subsidiary is in compliance in all material respects with the Employee Retirement Income Security Act of 1974 (“ERISA”) to the extent applicable to it and has received no notice to the contrary from the Pension Benefit Guaranty Corporation or any successor thereto (“PBGC”) or any other governmental entity or agency. No condition exists or event or transaction has occurred under or relating to any Plan which could reasonably be expected to result in the incurrence by the Company or any Subsidiary of any material liability, fine or penalty. Neither the Company nor any Subsidiary has any contingent liability for any post-retirement benefits under a Welfare Plan that would reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. Environmental Matters. Except as set forth on Schedule 3.10 or in Amendment No. 2 to the Form 10, and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Company and the Material Subsidiaries (a) has failed to comply with any Environmental Laws or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Laws, (b) has become subject to any liability under any Environmental Laws, (c) has received written notice of any claim with respect to any Environmental Laws or (d) knows of any basis for any liability under any Environmental Laws.

SECTION 3.11. Properties. (a) The Company and each Material Subsidiary has good title to, or valid leasehold interests in, all its real and personal property material to its business, subject only to Liens permitted by Section 6.01 and except for defects in title or property the absence of which would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect.

(b) The Company and each Material Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by it does not infringe upon the rights of any other Person, except for any such defects in ownership or license rights or other infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.12. Compliance with Laws. The Company and each Material Subsidiary is in compliance with all laws, regulations and orders of each Governmental Authority applicable to it or its property (a) except where the failure to be in compliance, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and (b) except for violations of law solely with respect to the European Commission matter regarding possible infringements of European Union competition rules by the Company, certain European Subsidiaries of the Company and a number of unaffiliated companies, as disclosed in the Form 10 (the “EC Matter”).

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SECTION 3.13. Investment Company Status. None of the Company and its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.14. Disclosure. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished in writing by or on behalf of the Company or any Subsidiary to any Agent, Issuing Bank or Lender in connection with the negotiation of this Agreement or any other Credit Document or delivered hereunder or thereunder, as of the date furnished and taken together with all other information so furnished or included in reports filed by the Company with the SEC on or prior to such date, including, without limitation, Amendment No. 2 to the Form 10, contained or will contain any material misstatement of fact or omitted or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. All projections and other forward looking information contained in the Information Memorandum and any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Company or any Subsidiary to any Agent, Issuing Bank or any Lender in connection with the negotiation of this Agreement, or any other Credit Document or delivered hereunder or thereunder (as modified or supplemented from time to time by other information so furnished) have been prepared by the Company or such Subsidiary in good faith based upon assumptions that were reasonable at the time made and at the time such projections and other information were furnished.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans, and of the Issuing Banks to issue Letters of Credit, hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto or to any other Credit Document either (i) a counterpart of this Agreement or such Credit Document signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or electronic imaging of a signed signature page of this Agreement or such Credit Document) that such party has signed a counterpart of this Agreement or such Credit Document.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders and dated the Effective Date) of each of (i) [            ], Counsel of the Company, substantially in the form of Exhibit D-1 hereto, (ii) XxXxxxxxx Will & Xxxxx LLP, counsel for the Borrowers, substantially in the form of Exhibit D-2 hereto, and (iii) XxXxxx & Partners, Belgian counsel for

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the Belgian Borrowing Subsidiaries, in such form as shall be acceptable to the Administrative Agent. Each Credit Party hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (to the extent such concept is relevant to such Person in its jurisdiction of organization) of each Credit Party (other than any Credit Party that is a Non-US Subsidiary, to the extent such matters are covered by legal opinions referred to in (b) above) and the authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraph (f) of this Section 4.01 and paragraph (b) of Section 4.02.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company or the Borrowers hereunder.

(f) The representations and warranties of the Credit Parties set forth in Article III shall be true and correct in all material respects (except that any representation given as of a particular date shall be true and correct in all material respects as of such date) and no Default shall have occurred and be continuing.

(g) The Administrative Agent, each Issuing Bank and each Lender shall have received each financial statement or report referred to in Section 3.04.

(h) The Spin-Off and all transactions to occur in connection with the Spin-Off (including the transfer by ASCI to the Company of all assets and rights to be held by it following the Spin-Off other than assets and rights not material to the Company that will be transferred at a later date consistent with the Form 10 and the Separation and Distribution Agreement between ASCI and the Company), other than (i) the effectiveness of this Agreement and (ii) the distribution of shares of the Company to the shareholders of ASCI, shall have been completed on terms and with results relating to the Company and the Subsidiaries consistent with the information contained in the Form 10 (or the most recent amendment thereto, provided that such amendment does not reflect any change in the terms or structure of the Spin-Off, any class of contingent liabilities being assumed by the Company in connection with the Spin-Off or the transactions to occur in connection therewith that is materially adverse to the rights and remedies of the Agents or the Lenders and that has not been approved by the Administrative Agent) and consistent in all material respects with the pro forma financial statements and projections delivered by ASCI and the Company to the

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Administrative Agent and the Lenders prior to the Effective Date. The Company shall have a reasonable good faith belief that the distribution of shares of the Company to the shareholders of ASCI will occur before the end of the next Business Day (including clause (a) of such defined term) immediately following the Effective Date, and the Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, to such effect.

(i) The Lenders shall have received a certificate from the chief financial officer of the Company confirming the solvency of the Company and the Subsidiaries on a consolidated basis after giving effect to the Spin-Off.

(j) The Administrative Agent shall have received a copy of the Separation and Distribution Agreement, executed by ASCI and the Company.

(k) After giving effect to any Borrowings occurring during the period commencing on the Effective Date and ending upon the consummation of the Spin-Off, the aggregate available amount of unused Commitments under this Agreement shall not be less than $700,000,000.

(l) The consummation of the Transactions shall not violate any applicable law, statute, rule or regulation in any material respect, and all material governmental and third party approvals required in connection with the Transactions shall have been obtained.

The Administrative Agent shall notify the Credit Parties, the Lenders and the Issuing Banks of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 10.02) at or prior to 5:00 p.m., New York City time, on August 31, 2007 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.02. Each Borrowing. The obligation of each Lender to make Loans, and of the Issuing Banks to issue, increase or extend Letters of Credit, as part of each Credit Event that increases any Revolving Credit Exposure or the Competitive Loan Exposure of any Lender is subject to the satisfaction or waiver of the following conditions (which conditions, insofar as they apply to any Competitive Loan, may be waived by the Lender that is to make such Competitive Loan):

(a) The representations and warranties of the Credit Parties set forth in Article III (other than those set forth in Sections 3.05, 3.06 and 3.12, but solely as such Section 3.12 relates to the EC Matter) shall be true and correct in all material respects on and as of the date of such Credit Event (except to the extent such representations and warranties by their terms relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date).

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(b) At the time of and immediately after giving effect to such Credit Event, no Default shall have occurred and be continuing.

(c) With respect to any Credit Event following any Liquidity Determination Date, the Company shall have delivered the certificate required under Section 5.05(h) demonstrating compliance with the requirements of Section 6.07.

Each Credit Event that increases any Revolving Credit Exposure or the Competitive Loan Exposure of any Lender shall be deemed to constitute a representation and warranty by the Company and each Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

SECTION 4.03. Initial Borrowing by each Borrowing Subsidiary. The obligation of each Lender to make Loans to or issue Letters of Credit for the account of any Borrowing Subsidiary is subject to the satisfaction (or waiver in accordance with Section 10.02) of the following conditions:

(a) The Administrative Agent (or its counsel) shall have received such Borrowing Subsidiary’s Borrowing Subsidiary Agreement, duly executed by all parties thereto.

(b) The Administrative Agent shall have received (i) a certificate of the secretary or assistant secretary of such Borrowing Subsidiary containing (A) copies of the certificate of incorporation and by-laws or other organizational documents of such Borrowing Subsidiary, certified to be complete and correct copies thereof; (B) a copy of the resolutions authorizing the Transactions insofar as they relate to such Borrowing Subsidiary, certified to be complete, correct and in full force and effect; (C) certification as to the incumbency and signatures of the officers signing the applicable Borrowing Subsidiary Agreement; and (D) evidence of the incumbency of such secretary or assistant secretary; (ii) evidence of the existence and good standing (to the extent such concept is relevant to such Borrowing Subsidiary in its jurisdiction of organization) of such Borrowing Subsidiary; and (iii) to the extent requested by the Administrative Agent, opinions of counsel, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, the Company and each Borrowing Subsidiary covenants and agrees with the Lenders (but, in the case of each Borrowing Subsidiary, only as to such Borrowing Subsidiary and its own subsidiaries), that:

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SECTION 5.01. Corporate Existence. The Company and each Borrowing Subsidiary will, and will cause each other Material Subsidiary to, preserve and maintain its corporate existence, subject to the provisions of Section 6.03.

SECTION 5.02. Maintenance of Properties. The Company will, and will cause each Subsidiary to, maintain, preserve and keep its Properties necessary to the proper conduct of its business in reasonably good repair, working order and condition (ordinary wear and tear and damage by casualty excepted) and will from time to time make all necessary repairs, renewals, replacements, additions and betterments thereto so that at all times such Property shall be reasonably preserved and maintained, except, in each case, to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided, however, that nothing in this Section 5.02 shall prevent the Company or a Subsidiary from discontinuing the operation or maintenance of any such Property if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of the Subsidiary.

SECTION 5.03. Taxes. The Company will duly pay and discharge, and will cause each Subsidiary to pay and discharge, all material taxes, rates, assessments, fees and governmental charges upon or against the Company or such Subsidiary or against their respective Property, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves under GAAP are provided therefor.

SECTION 5.04. Insurance. The Company will insure, and keep insured, and will cause each Subsidiary to insure, and keep insured, with reputable insurance companies, such of its insurable Property as is of a character usually insured by companies similarly situated and operating like Property to the extent insurance is available on commercially reasonable terms. To the extent usually insured (subject to self-insured retentions) by companies similarly situated and conducting similar businesses, and to the extent insurance is available on commercially reasonable terms, the Company will also insure, and cause each Subsidiary to insure, employers’ and public and product liability risks with reputable insurance companies.

SECTION 5.05. Financial Reports and Other Information. The Company will, and will cause each Subsidiary to, maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Company and the Subsidiaries as they may reasonably request; and without any request will furnish to the Administrative Agent, which will make available by means of electronic posting to each Lender:

(a) within 15 days of each date the Company is required to file a report on Form 10-K for any fiscal year with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or

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other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) within 15 days of each date the Company is required to file a report on Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred since the date of the most recent certificate delivered under this paragraph and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.05 and 6.06 and setting forth in reasonable detail computations of the ratio of Consolidated Net Indebtedness to Consolidated EBITDA, the ratio of Consolidated EBITDA to Consolidated Net Interest Expense and Consolidated Net Tangible Assets and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;

(e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any Issuing Bank or any Lender acting through the Administrative Agent may reasonably request;

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(f) prompt written notice (including a description in reasonable detail) of (i) the occurrence of any Default; (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company, any Subsidiary or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any “prohibited transaction” (as defined in ERISA) that would reasonably be expected to result in a Material Adverse Effect and (iv) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto;

(g) within four Business Days after the Company or any Subsidiary receives notice of any judgment of any Governmental Authority rendered in connection with the EC Matter (an “EC Judgment”), written notice thereof, including detailed information relating to such EC Judgment and the payment requirements related thereto; and

(h) on the third Business Day prior to any EC Payment Date, a certificate demonstrating compliance with Section 6.07 as of the related Liquidity Determination Date, including detailed information regarding each component of Consolidated Liquidity and Unrestricted Cash and Cash Equivalents.

Information required to be delivered pursuant to the clauses above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Company’s website on the Internet at xxxx://xxx.xxxxx-xxxx.xxx (or such other address as the Company shall provide to the Lenders) or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Administrative Agent and each Lender providing notice of such posting or availability).

Each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) of this Section 5.05 shall be accompanied by a compliance certificate in substantially the form of Exhibit E signed by a Financial Officer of the Company.

SECTION 5.06. Books and Records; Inspection Rights. The Company will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all on reasonable terms and conditions and during normal business hours.

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SECTION 5.07. Compliance with Laws. The Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of each Governmental Authority applicable to it or its property, including all Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, the Company and each Borrowing Subsidiary covenants and agrees with the Lenders (but, in the case of each Borrowing Subsidiary, only as to such Borrowing Subsidiary and its own subsidiaries), that none of the Company or any Subsidiary will:

SECTION 6.01. Liens. Directly or indirectly create, incur, assume or permit to exist any Lien securing Indebtedness upon or with respect to any of its property or assets, whether now owned or hereafter acquired, except:

(a) Permitted Encumbrances;

(b) Liens created under this Agreement;

(c) Liens existing on the date hereof and set forth on Schedule 6.01 and any replacements thereof; provided that (i) no such Lien shall apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the subject assets and proceeds thereof and (ii) no such Lien shall secure obligations other than those which it secured on the date hereof and permitted extensions, renewals and replacements thereof;

(d) Liens on assets existing at the time such assets are acquired by the Company or a Subsidiary and any replacements thereof; provided that (i) no such Lien is created in contemplation of or in connection with such acquisition, (ii) no such Lien shall apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the subject assets and proceeds thereof and (iii) no such Lien shall secure obligations other than those which it secures on the date of such acquisition and permitted extensions, renewals and replacements thereof;

(e) Liens on assets of any Person at the time such Person becomes a Subsidiary and any replacements thereof; provided that (i) no such Lien is created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) no such Lien shall apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the subject assets and proceeds thereof and (iii) no such Lien shall secure obligations other than those which it secures on the date such Person becomes a Subsidiary and permitted extensions, renewals and replacements thereof;

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(f) Liens securing Indebtedness incurred to finance the purchase, of property, plant or equipment acquired after the date hereof to the extent such Liens attach only to such property, plant or equipment and improvements and accretions thereto and are created at the time of or within 180 days after the acquisition of such property, plant, equipment, improvements or accretions, as the case may be, and any replacements thereof; provided that no such Lien shall apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the subject property or assets and proceeds thereof;

(g) customary Liens arising from or created in connection with the issuance of trade letters of credit for the account of the Company or any Subsidiary supporting obligations not constituting Indebtedness; provided that such Liens encumber only the raw materials, inventory, machinery or equipment in connection with the purchase of which such letters of credit are issued;

(h) Liens on assets associated with sales offices purchased from third parties by the Company or the Subsidiaries and securing Indebtedness of the Company or the Subsidiaries issued as consideration for such purchases;

(i) Liens on assets of Subsidiaries securing obligations owed to the Company or one or more Subsidiaries (other than Liens existing or deemed to exist in connection with Securitization Transactions); provided that no such Lien shall be created in favor of any person other than the Company or a Subsidiary;

(j) to the extent such transactions are not structured as true sales of accounts receivable, Liens existing or deemed to exist in connection with Securitization Transactions in an aggregate amount not greater at any time than US$150,000,000;

(k) to the extent such transactions are not structured as true sales of accounts receivable, Liens existing or deemed to exist in connection with Securitization Transactions in an aggregate amount greater than US$150,000,000; provided, that, to the extent such Liens are not permitted under paragraph (l) below, at the time of any such creation or deemed creation of a Lien, the Commitments shall be reduced pursuant to Section 2.09(b), and any outstanding Loans shall be prepaid pursuant to Section 2.11(a), in an amount equal to such excess;

(l) Liens securing or deemed to exist in connection with Indebtedness in an aggregate principal amount that, taken together with the aggregate Subsidiary Indebtedness permitted under Section 6.02(i), without duplication, does not exceed the greater of US$150,000,000 and 15% of Consolidated Net Tangible

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Assets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.05(a) or (b); and

(m) Liens securing judgments entered against the Company or the Subsidiaries so long as such judgments have not resulted in Events of Default under paragraph (i) of Article VII.

SECTION 6.02. Subsidiary Indebtedness. Permit any Subsidiary to Incur any Indebtedness or to issue any preferred stock or other preferred equity securities except:

(a) the Obligations;

(b) Indebtedness existing on the date hereof and set forth on Schedule 6.02 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;

(c) Indebtedness, preferred stock or preferred equity securities of Subsidiaries existing at the time they become Subsidiaries and not incurred in contemplation of their becoming Subsidiaries;

(d) Indebtedness (or preferred stock or preferred equity securities) representing the purchase price, or incurred to finance the purchase, of property, plant or equipment acquired after the date hereof or secured by a Lien on any such property, plant or equipment prior to the acquisition thereof to the extent such Lien attaches only to such property, plant or equipment and improvements and accretions thereto;

(e) Indebtedness owed to the Company or one or more other Subsidiaries (or preferred stock or preferred equity securities; provided that such preferred stock or preferred equity securities are owned by the Company or one or more Subsidiaries); provided that no Lien on any such Indebtedness (or preferred stock or preferred equity securities) shall be created in favor of any Person other than the Company or a Subsidiary;

(f) Indebtedness deemed to exist as a result of Securitization Transactions permitted under clauses (j) and (k) of Section 6.01;

(g) Indebtedness in connection with overdrafts, in the ordinary course of business, under Cash Pooling Arrangements;

(h) Indebtedness, preferred stock or other preferred equity securities of any Non-US Subsidiary, including any extensions, renewals and replacements of any such Indebtedness that do not result in an earlier maturity date or decreased weighted average life thereof, in an aggregate amount not to exceed US$150,000,000 at any time outstanding; and

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(i) other Indebtedness that, taken together with the aggregate Indebtedness secured by Liens permitted under Section 6.01(l), without duplication, does not exceed the greater of US$150,000,000 and 15% of Consolidated Net Tangible Assets as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.05(a) or (b).

SECTION 6.03. Fundamental Changes. (a) In the case of the Company or any Material Subsidiary, merge with or into or consolidate with any other Person, or liquidate or dissolve, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of the consolidated assets of the Company and the Subsidiaries (whether now owned or hereafter acquired and whether directly or through any merger or consolidation of, or any issuance, sale, transfer, lease or other disposition of equity interests in, any Subsidiary) except that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation, (ii) any Person (other than the Company) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) the Company may merge into any Subsidiary in a transaction in which the surviving entity assumes the Obligations of the Company under the Credit Agreement, (iv) any Subsidiary (other than the Company) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and the Subsidiaries and is not materially disadvantageous to the Lenders and (v) any sale of assets (or stock of a Subsidiary) permitted hereunder may be effected through the merger or consolidation of one or more Material Subsidiaries (other than the Company or any Borrowing Subsidiary) in a transaction in which the surviving person is not a Subsidiary.

(b) Sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) to any Person other than the Company or a Subsidiary, assets (other than assets sold pursuant to any Securitization Transaction) with an aggregate fair market value during any fiscal year greater than 25% of the Consolidated Total Assets of the Company at the end of the immediately preceding fiscal year.

(c) Alter in a fundamental manner the character of the business of the Company and its Subsidiaries taken as a whole from that conducted immediately prior to the date hereof (it being understood that (i) the entry into other industrial businesses or businesses reasonably related, similar or ancillary to any of the businesses conducted by the Company or its Subsidiaries as of the date hereof shall not be considered a fundamental alteration and (ii) the consummation of the Spin-Off substantially in accordance with the terms of the Form 10 as in effect on the date hereof, as such terms may be hereafter modified (but not in a manner materially adverse to the rights and interests of the Lenders hereunder) shall not be considered a fundamental alteration).

SECTION 6.04. Use of Proceeds. Use the proceeds of the Loans or the Letters of Credit for any purpose other than the purposes set forth in the preamble to this Agreement, or use any part of the proceeds of any Loan, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including

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Regulations U and X. Permit more than 25% of the value of the assets of the Company and the Subsidiaries which are subject to any arrangement hereunder restricting the ability of the Company or such Subsidiary to sell, pledge or otherwise dispose of assets to consist of Margin Stock.

SECTION 6.05. Ratio of Consolidated Net Indebtedness to Consolidated EBITDA. Permit the ratio of (i) Consolidated Net Indebtedness of the Company on the last day of any fiscal quarter to (ii) Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters ending on such day to exceed 3.00 to 1.00.

SECTION 6.06. Ratio of Consolidated EBITDA to Consolidated Net Interest Expense. Permit the ratio of (i) Consolidated EBITDA of the Company to (ii) Consolidated Net Interest Expense of the Company, in each case for any period of four consecutive fiscal quarters, to be less than 3.00 to 1.00.

SECTION 6.07. Liquidity. On any Liquidity Determination Date, permit Consolidated Liquidity (reduced by the amount of the maximum payment required in connection with the applicable EC Judgment) to be less than US$100,000,000.

ARTICLE VII

Events of Default

Events of Default. If any of the following events (“Events of Default”) shall occur:

(a) (i) any Borrower shall default in the payment when due of any principal on any Loan or any reimbursement obligation in respect of any LC Disbursement, whether at the stated maturity thereof or at any other time provided in this Agreement, or (ii) any Borrower shall default for a period of three days in the payment when due of interest on any Loan or LC Disbursement or of any other sum required to be paid pursuant to this Agreement;

(b) The Company or any other Borrower shall default in the observance or performance of any of the covenants set forth in Section 5.01 (with respect to the Company’s existence) or 5.05(i) or in Article VI;

(c) any Borrower shall default in the observance or performance of any provision hereof or of any other Credit Document not mentioned in (a) or (b) above, which default is not remedied within 30 days (or 60 days if (x) such default is capable of being cured, (y) a cure of such default will require more than 30 days and (z) the applicable Borrower is proceeding to effect a cure of such default) after notice thereof to the Company by the Administrative Agent or any Lender;

(d) any representation or warranty made (or deemed made) herein or in any other Credit Document by any Credit Party, or in any statement or certificate furnished by any Credit Party pursuant hereto or in connection with any Credit Event, proves untrue in any material respect as of the date of the making (or deemed making) thereof;

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(e) The Company or any Subsidiary shall default in the payment when due, after any applicable grace period, of any Material Indebtedness (other than Material Indebtedness owed to the Company or a Subsidiary); or there shall occur any default or other event under any indenture, agreement or other instrument under which any Material Indebtedness is outstanding and such default or event shall result in the acceleration of the maturity or the required redemption or repurchase of such Material Indebtedness (or, in the case of any such Material Indebtedness under any Hedging Agreement, the early termination of or any required payment under such Hedging Agreement);

(f) any “reportable event” (as defined in ERISA) that constitutes grounds for the termination of any Plan by the PBGC, or for the appointment by an appropriate court of a trustee to administer or liquidate any Plan, or that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and shall be continuing 30 days after written notice to such effect shall have been given to the Company by the Administrative Agent; or any Plan shall be terminated by the PBGC; or a trustee shall be appointed to administer any Plan; or the PBGC shall institute proceedings to administer or terminate any Plan; and in the case of any such event the aggregate amount of unfunded liabilities payable by the Company and the Subsidiaries under any affected Plan shall exceed (either singly or in the aggregate in the case of any such liability arising under more than one Plan) US$75,000,000; or the Company or any of its Subsidiaries or any member of the Controlled Group of any of them shall withdraw (completely or partially) from any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and the aggregate amount of the liability of the Company and its Subsidiaries to such plan under Title IV of ERISA shall exceed (either singly or in the aggregate in the case of any such liability arising under more than one such plan) US$75,000,000;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) The Company or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or

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petition described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors;

(i) one or more judgments for the payment of money in an aggregate amount in excess of US$75,000,000 (except to the extent covered by insurance as to which the insurer has acknowledged such coverage in writing) shall be rendered against the Company, any Material Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Material Subsidiary to enforce any such judgment;

(j) The Company shall fail to observe or perform any covenant, condition or agreement contained in Article IX, or the guarantee of the Company hereunder shall not be (or shall be claimed by the Company not to be) valid or in full force and effect; or

(k) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Company described in clause (g) or (h) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to Borrower Agent, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Company accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company and the Borrowers; and in case of any event with respect to the Company described in clause (g) or (h) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company and each other Borrower.

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ARTICLE VIII

The Agents

In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby appointed to act as Administrative Agent, and JPMEL is hereby appointed to act as London Agent, on behalf of the Lenders and, where applicable, the Issuing Banks. Each of the Lenders and each of the Issuing Banks hereby irrevocably authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to the Agents by the terms of the Credit Documents, together with such actions and powers as are reasonably incidental thereto.

Any Lender serving as Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not such Agent, and such Lender and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Credit Party or any Affiliate thereof as if it were not such Agent hereunder.

The Agents shall not have any duties or obligations except those expressly set forth in the Credit Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Credit Documents that such Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth in the Credit Documents, no Agent shall have any duty to disclose, or be liable for the failure to disclose, any information relating to the Company or any Subsidiary that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or wilful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower Agent, a Borrower or a Lender, and no such Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Credit Document, (iv) the validity, enforceability, effectiveness or genuineness of any Credit Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,

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document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for any Credit Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Such Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs and the provisions of Section 10.03 shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Administrative Agent, or, if the Administrative Agent shall have resigned, the Required Lenders, shall have the right (in consultation with, and with the consent of (unless an Event of Default has occurred and is continuing pursuant to clause (g) or (h) of Section 7.01), the Company, which shall not be unreasonably withheld) to appoint a successor. If no successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may (in consultation with, and with the consent of (unless an Event of Default has occurred and is continuing pursuant to clause (g) or (h) of Section 7.01), the Company, which shall not unreasonably withhold such consent and which shall, if the retiring Agent shall so request, designate and approve a successor Agent) on behalf of the Lenders and the Issuing Banks, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document, any related agreement or any document furnished hereunder or thereunder.

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None of the institutions named as Syndication Agents or Documentation Agents in the heading of this Agreement shall, in their capacities as such, have any duties or responsibilities of any kind under this Agreement.

ARTICLE IX

Guarantee

In order to induce the Lenders to extend credit to the Borrowers hereunder, the Company hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations. The Company further agrees that the due and punctual payment of the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation.

The Company waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each of the Company hereunder shall not be affected by (a) the failure of any Lender to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any other Credit Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement or any other Credit Document; (d) the failure or delay of any Lender to exercise any right or remedy against any other guarantor of the Obligations; (e) the failure of any Lender to assert any claim or demand or to enforce any remedy under any Credit Document or any other agreement or instrument; (f) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (g) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity or which would impair or eliminate any right of the Company to subrogation.

The Company further agrees that its guarantee hereunder constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender, Agent or Issuing Bank to any balance of any deposit account or credit on the books of any Lender, Agent or Issuing Bank in favor of the Company, any Borrower or Subsidiary or any other Person.

The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise.

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The Company further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of the Company or any Borrower or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Lender, Agent or Issuing Bank may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent, for distribution to the Lenders, Agents or Issuing Banks, as appropriate, in cash an amount equal the unpaid principal amount of such Obligation. The Company further agrees that if payment in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and if, by reason of any legal prohibition, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any Lender, Agent or Issuing Bank, not consistent with the protection of its rights or interests, then, at the election of such Lender, Agent or Issuing Bank, the Company shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender, Agent or Issuing Bank against any losses or expenses (including losses or expenses resulting from fluctuations in exchange rates) that it shall sustain as a result of such alternative payment.

Upon payment in full by the Company of any Obligation of any Borrower, each Lender shall, in a reasonable manner, assign to the Company the amount of such Obligation owed to such Lender and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by the Company or make such disposition thereof as the Company shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). Upon payment by the Company of any sums as provided above, all rights of the Company against any Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by such Borrower to the Lenders (it being understood that, after the discharge of all the Obligations due and payable from such Borrower, such rights may be exercised by the Company notwithstanding that such Borrower may remain contingently liable for indemnity or other Obligations).

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ARTICLE X

Miscellaneous

SECTION 10.01. Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to the Company, to it at Xxxxxxxx xx Xxxxx 0000, X-0000 Xxxxxxxx, Xxxxxxx, Attn. Xxxxxxx Xxxxxxx, Treasurer, (Telecopy No. 000-00-0000-0000;

(b) if to any Borrower, to it in care of the Company as provided in paragraph (a) above;

(c) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 0000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000-0000, Attention of Xxxxxxxx Xxxxxxxx Xx., Loan & Agency Services (Telecopy No. (000) 000-0000), with a copy to JPMorgan Chase Bank, N.A., 000 Xxxx Xxxxxx, Xxx Xxxx 00000, Attention of Xxxxxxxx Xxxxx (Telecopy No. (000) 000-0000);

(d) if to the London Agent, to it at X.X. Xxxxxx Europe Limited, 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, Attention of Xxxxx Xxxxxxx, Loan Agency Division (Telecopy No. 011-44-207-777-2360), with a copy to the Administrative Agent as provided in paragraph (c) above;

(e) if to any Issuing Bank, to it at the address most recently specified by it in a notice delivered to the Administrative Agent and the Company;

(f) if to the Swingline Lender, (i) in the case of Swingline Loans denominated in US Dollars, to it at JPMorgan Chase Bank, N.A., 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000-0000, Attention of Xxxxxxxx Xxxxxxxx Xx., Loan & Agency Services (Telecopy No. (000) 000-0000) and (ii) in the case of Swingline Loans denominated in Sterling or Euro, to it at JPMorgan Chase Bank, N.A., European Loan Operations, 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, Attention of The Manager (Telecopy No. 011- 44-207-492-3297); and

(g) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

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SECTION 10.02. Waivers; Amendments. (a) No failure or delay by any Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, the Issuing Banks and the Lenders hereunder and under any other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Credit Document or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Credit Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders or by the Company and the Administrative Agent with the consent of the Required Lenders and, in the case of any other Credit Document, each applicable Borrower (or the Borrower Agent on behalf of such Borrower); provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable to any Lender hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender affected thereby, (v) change Section 2.09(c) in a manner that would alter the pro rata reduction of the Commitments required thereby, without the written consent of each Lender affected thereby, (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Credit Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (vii) release the Company from its obligations under Article IX, in each case without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of such Agent, such Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Company, the Required Lenders and the Administrative Agent (and, if its rights or obligations are affected thereby, the London Agent) if (A) by the terms of such agreement the

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Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (B) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

(c) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (i) or (ii) below, to either:

(i) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers if any such Lender’s consent is required with respect to less than all Classes of Loans (or related Commitments), to replace only the Commitments and/or Loans of such non-consenting Lender that gave rise to the need to obtain such Lender’s individual consent) with one or more assignees pursuant to, and with the effect of an assignment under, Section 2.19 so long as at the time of such replacement, each such assignee consents to the proposed change, waiver, discharge or termination; or

(ii) terminate such nonconsenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment) and/or repay each Class of outstanding Loans of such Lender that gave rise to the need to obtain such Lender’s consent and/or cash collateralize its LC Exposure, in accordance with Section 2.05(i), and pay all accrued interest, fees and other amounts through the date of such termination and/or repayment; provided that, unless the Commitments that are terminated and Loans that are repaid are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto.

Any such replacement or termination transaction described above shall be effective on the date notice is given of the relevant transaction and shall have a settlement date no earlier than five Business Days and no later than 90 days after the relevant transaction. Notwithstanding the foregoing, with respect to the Lender that is acting as the Administrative Agent, the Borrower shall not have the right to replace such Lender, terminate its Commitment or repay its Loans pursuant to this paragraph as a result of such Lender’s refusal to consent to any waiver, amendment or modification that would affect its rights and duties in its capacity as Administrative Agent.

SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agents and their Affiliates, including the reasonable fees, charges and

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disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses (other than expenses usually and ordinarily incurred in the processing of drafts presented under letters of credit) incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, and, if an Event of Default shall have occurred or shall be reasonably anticipated by the Administrative Agent, other counsel for any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of the rights of any Agent, Issuing Bank or Lender in connection with the Credit Documents, including its rights under this Section, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) The Borrowers shall indemnify each Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Excluded Taxes), including the reasonable and documented fees, charges and disbursements of counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the syndication of the credit facilities provided for herein, (ii) the execution or delivery of any Credit Document or any agreement or instrument contemplated thereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (iii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iv) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of the Subsidiaries, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is instituted by a third party or a Credit Party); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the wilful misconduct or gross negligence of such Indemnitee or any of its directors, officers, employees or agents. The Borrowers and each Indemnitee agree that (i) such Indemnitee will contest any claim in respect of which indemnification is sought under this paragraph if requested by the Borrower Agent, in a manner reasonably directed by the Borrower Agent, with counsel selected by the Indemnitee and approved by the Borrower Agent, which approval shall not be unreasonably withheld or (ii) the Borrower Agent, upon the request of the Indemnitee,

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shall retain counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee in any proceeding with respect to any such claim and shall pay as incurred the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding with respect to which the Indemnitee has requested the Borrower Agent to retain counsel, any Indemnitee shall have the right to retain its own counsel at its own expense, except that the Borrower Agent shall pay as they are incurred the reasonable fees and expenses of counsel retained by the Indemnitee if (y) the Borrower and the Indemnitee agree to the retention of such counsel or (z) the named parties to any such proceeding (including any impleaded parties) include both the Borrower and the Indemnitee and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. Any Indemnitee that proposes to settle or compromise any indemnified claim for which the Borrowers may be liable for payment of indemnity shall give the Borrower Agent written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower Agent’s prior written consent, which consent shall not be unreasonably withheld; provided that nothing in this sentence or the preceding sentence shall restrict the right of any person to settle or compromise any claim for which indemnity would be otherwise available on any terms if such person waives its right to indemnity from the Borrowers in respect of such claim. The Borrower Agent will not, without the prior written consent of the applicable Indemnitee (which consent shall not be unreasonably withheld), settle any proceeding with respect to which the Indemnitee has requested the Borrower Agent to retain counsel unless such settlement includes an express, complete and unconditional release of such Indemnitee with respect to all claims asserted in such proceeding.

(c) To the extent that the Borrowers fail to pay any amount required to be paid by them to any Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or the Swingline Lender such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, neither the Company nor any Borrower shall assert, and each hereby waives, any claim against any Indemnitee for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with or as a result of this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after written demand therefor setting forth the amount and the nature of the expense or claim, as applicable.

(f) Notwithstanding the foregoing paragraphs, nothing in this Section shall require the Company or any other Borrower to indemnify any Agent, Issuing Bank

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or Lender against or to reimburse any Agent, Issuing Bank or Lender for any cost or reduction in amounts received that shall result from the Changes in Law or other matters addressed in Section 2.15, 2.16 or 2.17 and that shall be expressly excluded from the amounts for which the Company and the Borrowers are liable under such Sections.

SECTION 10.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder or under any Borrowing Subsidiary Agreement (except as expressly provided herein) without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender (or an Affiliate of a Lender that is sufficiently creditworthy that there would be no reasonable doubt as to its ability to perform its obligations hereunder), each of the Borrower Agent and the Administrative Agent (and in the case of an assignment of all or a portion of a Commitment or any Lender’s obligations in respect of its LC Exposure, the applicable Issuing Bank, and the Swingline Lender) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than US$5,000,000 unless each of the Borrower Agent and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of US$3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided further that any consent of the Borrower Agent otherwise required under this paragraph shall not be required if an Event of Default under clause (g) or (h) of Section 7.01 has occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under

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this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

(c) The Administrative Agent, acting for this purpose as an agent of each Borrower, shall maintain at one of its offices in The City of New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Agents, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower, any Agent, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(e) Any Lender may, without the consent of any Borrower or the Administrative Agent, the Issuing Banks or the Swingline Lender sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents, the Issuing Banks, the Swingline Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Credit Documents and to approve any amendment, modification or waiver of any provision of the Credit Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b)

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that affects such Participant. Subject to paragraph (f) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of and be subject to all the obligations of a Lender under Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(f) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower Agent is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Sections 2.17(e) as though it were a Lender. The provisions of Section 2.19 shall apply to each Participant as though it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Bank”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Bank, identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrowers pursuant to Section 2.01; provided that (i) nothing herein shall constitute a commitment to make any Loan by any SPC and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall be deemed to utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by the Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Bank makes such payment. In furtherance of the foregoing, each party hereto hereby agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 10.04, any SPC may (i) with notice to, but without the prior written consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or a

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portion of its interests in any Loans to its Granting Bank or to any financial institutions (if consented to by the Borrowers and Administrative Agent) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans (but not relating to any Borrower, except with the Borrower Agent’s consent) to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC (and subject to the agreement of any such provider of any surety, guarantee or credit or liquidity enhancement to maintain the confidentiality of such information on substantially the terms set forth in Section 10.12).

SECTION 10.05. Survival. All covenants, agreements, representations and warranties made by the Credit Parties herein, in the other Credit Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Credit Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Credit Documents and the making of any Loans and the issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 10.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Credit Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.07. Severability. Any provision of any Credit Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such

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jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions of such Credit Document; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Borrower (other than payroll accounts and trust accounts) against any of and all the obligations of the Borrowers now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement. The rights of each Lender under this Section are in addition to and shall not limit other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) The Company and each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that any party to this Agreement may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Borrower or its properties in the courts of any jurisdiction.

(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) The Company hereby irrevocably designates, appoints and empowers The Corporation Trust Company having its address at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx,

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DE 19801, Attn.: Secretary, as its process agent to receive for and on its behalf service of process in any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document.

(e) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01, and with respect to the Company, in paragraph (d) above. Nothing in this Agreement or any other Credit Document will affect the right of any party hereto or thereto to serve process in any other manner permitted by law.

SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 10.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 10.12. Confidentiality. Each of the Agents, each Issuing Bank and the Lenders agrees to maintain, and to cause its directors, officers, employees and agents to maintain, the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors on a need-to-know basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, subject to the delivery of notice of such required disclosure to the Borrower Agent in order that the Company or the Borrowers may have the opportunity to contest such disclosure or to seek one or more protective orders with respect thereto, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or

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obligations under this Agreement, (g) with the written consent of any Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than a Borrower. For the purposes of this Section, “Information” means all information received from the Borrowers relating to the Borrowers or their business, other than any such information that is publicly available or available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by a Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as a prudent Person engaged in the same business or following customary procedures for such business would accord to its own confidential information.

SECTION 10.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 10.14. Conversion of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto (including any Borrowing Subsidiary) agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of each Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, such Borrower agrees, as a

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separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrowers contained in this Section 10.14 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

SECTION 10.15. Termination of Certain Covenants. Upon the occurrence of a Covenant Termination Date, Sections 6.02 and 6.03(b) shall terminate and be of no further force and effect; provided that if at any time after the occurrence of a Covenant Termination Date, the Leverage Ratio shall exceed 1.50:1.00, such Sections shall be automatically reinstated on the first date of delivery to the Administrative Agent of the consolidated financial statements indicating that the Leverage Ratio exceeds 1.50:1.00.

SECTION 10.16. USA Patriot Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

WABCO HOLDINGS INC.,
by		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title:   Treasurer
by
		Name:
		Title:

WABCO GROUP INC.,
by		/s/ G. Xxxxx X’Xxxxx
		Name: G. Xxxxx X’Xxxxx
		Title:   President and Treasurer

WABCO GROUP INTERNATIONAL INC.,
by		/s/ G. Xxxxx X’Xxxxx
		Name: G. Xxxxx X’Xxxxx
		Title:   President and Treasurer

AMERICAN STANDARD EUROPE BVBA,
by		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title:   Proxyholder

AMERICAN STANDARD FINANCIAL SERVICES BVBA,
by		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title:   Proxyholder

WABCO EUROPE HOLDINGS BV,
by		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title:   Proxyholder

JPMORGAN CHASE BANK, N.A., individually, as Administrative Agent, as Swingline Lender and as Issuing Bank,
by		/s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title:   Executive Director
X.X. XXXXXX EUROPE LIMITED, as London Agent,
by		/s/ Xxxxx Xxx
		Name: Xxxxx Xxx
		Title:   Associate
ABN AMRO N.V., individually and as Syndication Agent,
by		/s/ Xxxxxx Xxxxxx / /s/ Xxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxx/Xxxx Xxxxxxxx
		Title:   Senior Relationship Banker/Associate

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Bank of America, N.A.
		by		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Vice President
For Lenders requiring a second signature:
		by
				Name:
				Title:

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		BNP Paribas
		by		/s/ Xxxxxx Xxxxxxxx
				Name: Xxxxxx Xxxxxxxx
				Title:   Director
For Lenders requiring a second signature:
		by		/s/ Xxxxxx Xxxxxx
				Name: Xxxxxx Xxxxxx
				Title:   Director

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Citibank, N.A.
		by		/s/ Xxxx Xxxxxxx
				Name: Xxxx Xxxxxxx
				Title:   Vice President
For Lenders requiring a second signature:
		by
				Name:
				Title:

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Bayerische Hypo- and Vereinsbank AG
		by		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title:   Vice President
For Lenders requiring a second signature:
		by		/s/ Jens
				Name: Jens
				Title:   VP

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Bank Austria Creditanstalt AG
		by		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title:   Managing Director
For Lenders requiring a second signature:
		by		/s/ Xxxxxxx Xxxxxxxx
				Name: Xxxxxxx Xxxxxxxx
				Title:   Senior Manager

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Societè Generale
		by		/s/ Xxxxx Xxxxxxxxx
				Name:Xxxxx Xxxxxxxxx
				Title:   Vice President
For Lenders requiring a second signature:
		by
				Name:
				Title:

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Mizuho Corporate Bank, Ltd.
		by		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title:   Director
For Lenders requiring a second signature:
		by
				Name:
				Title:

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Credit Lyonnais
		by		/s/ Xxxx Xxxxxx Xxxxx
				Name: Xxxx Xxxxxx Xxxxx
				Title:   Managing Director
For Lenders requiring a second signature:
		by
				Name:
				Title:

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Bank of Tokyo–Mitsubishi UFJ Trust Company
		by		/s/ Xxxxxxx Xxxxxx
				Name: Xxxxxxx Xxxxxx
				Title:   Vice President
For Lenders requiring a second signature:
		by
				Name:
				Title:

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Natixis
		by		/s/ Pieter van Tulder
				Name: Pieter van Tulder
				Title:   Managing Director
For Lenders requiring a second signature:
		by		/s/ Nicolas Regent
				Name: Nicolas Regent
				Title:   Director

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Lloyds TSB Bank plc
		by		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title:   Director
For Lenders requiring a second signature:
		by		/s/ Windsor X. Xxxxxx
				Name: Windsor X. Xxxxxx
				Title:   Managing Director

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		U.S. Bank, N.A.
		by		/s/ Xxxxxx X. Xxxxxxxxx
				Name: Xxxxxx X. Xxxxxxxxx
				Title:   Officer
For Lenders requiring a second signature:
		by
				Name:
				Title:

SIGNATURE PAGE TO THE WABCO HOLDINGS INC.
FIVE-YEAR CREDIT AGREEMENT
LENDER:		Intesa Sanpaolo Spa
		by		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title:   Vice President
For Lenders requiring a second signature:
		by		/s/ Francesco Di Mario
				Name: Francesco Di Mario
				Title:   First Vice President

Wabco Holdings Inc.

Five-Year Credit Agreement

Schedule 1.01: Approved Issuing Bank Affiliates

None

Wabco Holdings Inc.

Five-Year Credit Agreement

Schedule 2.01: Commitments

Lender		Commitment
JPMorgan Chase Bank, N.A.		$	75,000,000
ABN AMRO Bank N.V.		$	75,000,000
Bank of America, N.A.		$	63,500,000
BNP Paribas		$	63,500,000
Citibank, N.A.		$	63,500,000
Bayerische Hypo- und Vereinsbank AG		$	47,625,000
Bank Austria Creditanstalt AG		$	15,875,000
Societe Generale		$	63,500,000
Mizuho Corporate Bank, Ltd.		$	52,500,000
Le Credit Lyonnais		$	52,500,000
The Bank of Tokyo-Mitsubishi UFJ Trust Company		$	52,500,000
Natixis		$	50,000,000
Lloyds TSB Bank plc		$	40,000,000
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A		$	40,000,000
U.S. Bank National Association		$	25,000,000
Intesa Sanpaolo SpA		$	20,000,000
Total		$	800,000,000

SCHEDULE 2.05(j)

EXISTING LETTERS OF CREDIT

Nothing to disclose.

SCHEDULE 2.18

PAYMENT ACCOUNTS

US Tranche Borrowings and Swingline Loans Denominated in US Dollars

Bank Name JPMorgan Chase Bank N.A

Location New York NY

ABA Number [DELETED]

Account Number [DELETED]

Account Name WABCO Holdings Inc

Attn Loan Agency Services

Other Borrowings Denominated in Designated Foreign Currencies

To an account to be designated by the Applicable Agent

SCHEDULE 3.10

ENVIRONMENTAL MATTERS

Nothing to disclose.

SCHEDULE 6.01

EXISTING LIENS

Nothing to disclose.

SCHEDULE 6.02

EXISTING SUBSIDIARY INDEBTEDNESS

A) Indebtedness of American Standard Financial Services BVBA under the Five-Year Credit Agreement, dated as of May 31, 2007, among ASCI, American Standard Inc., American Standard International Inc., the Borrowing Subsidiaries party thereto (including American Standard Financial Services BVBA), the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, to be repaid on or about the Effective Date through initial Loans under this Agreement.

B) Intercompany Indebtedness of WABCO (China) Co Ltd. of up to $20,000,000 (which prior to the Effective Date will be replaced by third party indebtedness).

C) Other Indebtedness as follows:

SUBSIDIARIES		CURRENCY		AMOUNT1 l.c. (000)		DEBT USD (000)
SANWAB EBS Inc		JPY		350,059		2,965
WABCO ESPAÑA SL		Euro		121		161
Shangdong Weiming Automotive Products Co. Ltd		USD		2,051		2,051

¹ All amounts as of March 31, 2007.

EXHIBIT A

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Five-Year Credit Agreement dated as of May 31, 2007, among WABCO Holdings Inc., the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, X.X. Xxxxxx Europe Limited, as London Agent, ABN AMRO Bank, N.V., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Citibank N.A., as Documentation Agents (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (including any Letters of Credit or Swingline Loans included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor (the “Assignor”):

2. Assignee (the “Assignee”):

Assignee is an Affiliate of: [Name of Lender]

3. Borrowers:

4. Administrative Agent:

5. Assigned Interest:

		Aggregate Amount of Commitment/Loans of all Lenders			Amount of Commitment/Loans Assigned			Percentage Assigned of Commitment/ Loans1
Commitment		$			$				%
Revolving Loans		$			$				%

Effective Date:              , 200[ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].

¹ Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

2

The terms set forth in this Assignment and Assumption are hereby agreed to:

[NAME OF ASSIGNOR], as Assignor,

by

Name:

Title:

[NAME OF ASSIGNEE], as Assignee,

by

Name:

Title:

3

[Consented to and]² Accepted:

JPMORGAN CHASE BANK, N.A.

as Administrative Agent,

by

Name:

Title:

[Consented to:

[                    ], as Issuing Bank,

by

Name:

Title:

[                    ], as Swingline Lender,

by

Name:

Title:]³

² No consent of the Administrative Agent shall be required for an assignment to a Lender.

³ No consent of the Issuing Bank or Swingline Lender shall be required for an assignment to a Lender.

4

[WABCO HOLDINGS INC., as Borrower Agent],

by

Name:

Title:]⁴

⁴ No consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default under clause (g) or (h) of Article VII of the Credit Agreement has occurred and is continuing, any other assignee.

5

Annex 1

FIVE-YEAR CREDIT AGREEMENT⁵

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of Holdings, the Company, ASH, the Borrowing Subsidiaries, or any of their Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by Holdings, the Company, ASH, the Borrowing Subsidiaries, or any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.05 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation

⁵ Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Five-Year Credit Agreement dated as of May 31, 2007, among WABCO Holdings Inc., the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, X.X. Xxxxxx Europe Limited, as London Agent, ABN AMRO Bank N.V., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Citibank N.A., as Documentation Agents (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

required to be delivered by it pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii)it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Applicable Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York.

2

EXHIBIT X-x

[FORM OF]

BORROWING SUBSIDIARY AGREEMENT dated as of [                    ], among WABCO HOLDINGS INC., a Delaware corporation, (the “Company”), [Name of Borrowing Subsidiary], a [                                        ]

corporation (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).

Reference is made to the Five-Year Credit Agreement dated as of May 31, 2007 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among WABCO Holdings Inc., the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, X. X. Xxxxxx Europe Limited, as London Agent, ABN AMRO Bank N.V., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Citibank N.A., as Documentation Agents. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to the Borrowing Subsidiaries. The Borrower Agent and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrowing Subsidiary under the Credit Agreement. The Borrower Agent and the New Borrowing Subsidiary represent that the New Borrowing Subsidiary is a Subsidiary organized under the laws of [                    ]. The Borrower Agent represents that the representations and warranties of the Company in the Credit Agreement (other than the representations and warranties contained in Sections 3.05, 3.06 and 3.12(b)) are true and correct in all material respects on and as of the date hereof after giving effect to this Agreement. The Borrower Agent agrees that its Guarantee contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Borrower Agent, the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Borrowing Subsidiary” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above.

WABCO HOLDINGS INC., as Borrower Agent,

By

Name:

Title:

[NAME OF NEW BORROWING SUBSIDIARY],

By

Name:

Title:

JPMORGAN CHASE BANK, N.A., as Administrative Agent,

By

Name:

Title:

EXHIBIT B-2

[FORM OF]

BORROWING SUBSIDIARY TERMINATION

JPMorgan Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below

c/o JPMorgan Chase Bank, N.A.,

as Administrative Agent

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

[Date]

Ladies and Gentlemen:

The undersigned, WABCO Holdings Inc. (the “Company”), refers to the Five-Year Credit Agreement dated as of May 31, 2007 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among WABCO Holdings Inc., the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, X.X. Xxxxxx Europe Limited, as London Agent, ABN AMRO Bank N.V., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Citibank N.A., as Documentation Agents. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The Borrower Agent hereby terminates the status of [            ] (the “Terminated Borrowing Subsidiary”) as Borrowing Subsidiary under the Credit Agreement. The Borrower Agent represents and warrants that no Loans made to, or Letters of Credit issued for the account of, the Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees or in respect of Letters of Credit (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement have been paid in full on or prior to the date hereof.

Very truly yours,

WABCO HOLDINGS INC., BORROWER AGENT,

by

Name:

Title:

EXHIBIT C

RESERVE COSTS

Reference is made to the Five-Year Credit Agreement dated as of May 31, 2007 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among WABCO Holdings Inc., the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, X. X. Xxxxxx Europe Limited, as London Agent, ABN AMRO Bank N.V., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Citibank N.A., as Documentation Agents. Capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement.

1. Definitions

In this Exhibit:

“Act” means the Bank of England Act of 1998.

The terms “Eligible Liabilities” and “Special Deposits” have the meanings ascribed to them under or pursuant to the Act or by the Bank of England (as may be appropriate), on the day of the application of the formula.

“Fee Base” has the meaning ascribed to it for the purposes of, and shall be calculated in accordance with, the Fees Regulations.

“Fees Regulations” means, as appropriate, either:

(a) the Banking Supervision (Fees) Regulations 1998; or

(b) such regulations as from time to time may be in force, relating to the payment of fees for banking supervision in respect of periods subsequent to January 1,2000.

“FSA” means the Financial Services Authority.

Any reference to a provision of any statute, directive, order or regulation herein is a reference to that provision as amended or re-enacted from time to time.

2. Calculation of the Mandatory Costs Rate

The Mandatory Costs Rate is an addition to the interest rate on each Eurocurrency Loan or any other sum on which interest is to be calculated to compensate the Lenders for the cost attributable to Eurocurrency Loan or such sum resulting from the imposition from time to time under or pursuant to the Act and/or by the Bank of England and/or the FSA (or other United Kingdom governmental authorities or agencies) of a requirement to place non-interest bearing or Special Deposits (whether interest bearing or not) with the Bank of England and/or pay fees to the FSA calculated by reference to the liabilities used to fund the relevant Eurocurrency Loan or such sum.

The “Mandatory Costs Rate” will be the rate determined by the Administrative Agent to be equal to the rate (rounded upward, if necessary, to the next higher  ¹/16 of 1%) resulting from the application of the following formula:

For Sterling:

XL + S(X-X) + Fx0.01

            100-(X+S)

For other Foreign Currencies:

F x 0.01

  300

where on the day of application of the formula

X		is the percentage of Eligible Liabilities (in excess of any stated minimum) by reference to which JPMorgan Chase Bank, N.A. (“JPMCB”) is required under or pursuant to the Act to maintain cash ratio deposits with the Bank of England;
L		is the rate of interest (exclusive of Euro-Currency Margin and Mandatory Costs Rate) payable on that day on the related Eurocurrency Loan or unpaid sum pursuant to this Agreement;
F		is the rate of charge payable by JPMCB to the FSA pursuant to the Fees Regulations and expressed in pounds per £1 million of the Fees Base of JPMCB;
S		is the level of interest-bearing Special Deposits, expressed as a percentage of Eligible Liabilities, which JPMCB is required to maintain by the Bank of England (or other United Kingdom governmental authorities or agencies); and
D		is the percentage rate per annum payable by the Bank of England to JPMCB on Special Deposits.

(X, L, S and D are to be expressed in the formula as numbers and not as percentages. A negative result obtained from subtracting D from L shall be counted as zero.)

The Mandatory Costs Rate attributable to a Eurocurrency Loan or other sum for any period shall be calculated at or about 11:00 A.M. (London time) on the first day of such period for the duration of such period.

The determination of Mandatory Costs Rate by the Administrative Agent in relation to any period shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

3. Change of Requirements

If there is any change in circumstance (including the imposition of alternative or additional requirements) which in the reasonable opinion of the Administrative Agent renders or will render the above formula (or any element thereof, or any defined term used therein) inappropriate or inapplicable, the Administrative Agent shall (with the written consent of the Borrower Agent, which shall not be unreasonably withheld) be entitled to vary the same. Any such variation shall, in the absence of manifest error, be conclusive and binding on all parties and shall apply from the date specified in such notice.

EXHIBIT D-1

[FORM OF]

OPINION OF XXXX XXXXXXXXX XXXXXXXXXX, COUNSEL

July 31, 2007

JPMorgan Chase Bank, N.A.

as Administrative Agent

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

and

The Lenders

party to the Credit Agreement described below

Ladies and Gentlemen:

Reference is made to the Five-Year Credit Agreement, dated as of May 31, 2007 (the “Credit Agreement”), among WABCO Holdings Inc., a Delaware corporation (“Holdings”), WABCO Group Inc., a Delaware corporation (“WGI”), WABCO Group International Inc., a Delaware corporation (“WGII,” and together with Holdings and WGI, collectively the “Domestic Credit Parties”), the other Borrowing Subsidiaries from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender; X.X. Xxxxxx Europe Limited, as London Agent, ABN AMRO N.V., as Syndication Agent; and Bank of America, N.A., BNP Paribas and Citibank, N.A., as Documentation Agents.

I am counsel of the Domestic Credit Parties and have acted as such in connection with the Credit Agreement, and in such capacity I am familiar with the Credit Agreement. Capitalized terms used herein without other definition are used as defined in, or by reference in, the Credit Agreement.

I have also examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Credit Agreement and have examined and relied upon the originals or copies certified, or otherwise identified to my satisfaction, of such records, documents, certificates and other instruments, and have made such other investigations, as in my judgment are necessary or appropriate to enable me to render the opinion expressed below.

Subject to and based upon the foregoing, I am of the opinion that:

1. Conflicts, etc. Neither the execution or delivery by any Domestic Credit Party of the Credit Agreement, nor its performance of its obligations thereunder or its compliance with any of the terms and provisions thereof, nor the consummation of the transactions contemplated

therein, will (a) to the best of my knowledge violate any of the provisions of any applicable order, judgment or decree of any court, arbitrator or governmental authority of the United States of America, of any state or of any governmental or regulatory body of any thereof, the consequences of which contravention would have a Material Adverse Effect, or (b) to the best of my knowledge violate any of the provisions of, or constitute a default under, or result in the creation of any Lien upon any of its assets pursuant to the terms of (i) any material indenture, material mortgage or other instrument relating to indebtedness for money borrowed to which it is a party or (ii) any other material contract to which it is a party.

2. Litigation. To the best of my knowledge, except as disclosed in Form 10 filed by Holdings with the Securities and Exchange Commission on February 26, 2007 and any amendments thereto, there is no action, suit, proceeding or governmental investigation or arbitration, whether at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality in the United States of America, pending or threatened in writing against any Domestic Credit Party or any assets of any Domestic Credit Party which is reasonably likely to result in a Material Adverse Effect. To the best of my knowledge, there does not exist any judgment, order seeking injunctive relief or other restraint pending with respect to the performance by any Domestic Credit Party of its obligations under the Credit Agreement or the making of the Loans by the Lenders.

In rendering the foregoing opinion, I have, with your approval, relied as to certain matters on information obtained from public officials, officers of the Credit Parties and their Subsidiaries and other sources believed by me to be responsible, and I have assumed, without independent verification, that the signatures on all documents examined by me are genuine.

This opinion is being delivered to you and each of the Lenders and their permitted assigns pursuant to Section 4.01(b)(i) of the Credit Agreement and may not be relied upon by any other person or entity or by you or any of the parties to which this opinion is addressed for any purpose other than in connection with the transactions contemplated by the Credit Agreement.

I am a member of the Bar of the State of New York and I express no opinion as to the laws of any jurisdiction other than the Federal laws of the United States of America and the laws of the State of New York.

Very truly yours,

Xxxx Xxxxxxxxx Xxxxxxxxx

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EXHIBIT D-2

[FORM OF]

OPINION OF XXXXXXXXX WILL & XXXXX LLP

COUNSEL FOR THE BORROWERS

Boston Brussels Chicago Düsseldorf London Los Angeles Miami Munich

New York Orange County Rome San Diego Silicon Valley Washington, D.C.

Strategic alliance with MWE China Law Offices (Shanghai)

July 31, 2007

JPMorgan Chase Bank, N.A.

as Administrative Agent

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

and

The Lenders

party to the Credit Agreement described below

Re: WABCO HOLDINGS INC.

Five-Year Credit Agreement

Ladies and Gentlemen:

We have acted as special New York counsel to WABCO Holdings Inc., a Delaware corporation (“Holdings”), WABCO Group Inc., a Delaware corporation (“WGI”), and WABCO Group International Inc., a Delaware corporation (“WGII”, and together with Holdings and WGI, the “Domestic Credit Parties”), in connection with the Five-Year Credit Agreement (the “Credit Agreement”) dated as of May 31, 2007, among the Domestic Credit Parties; the other Borrowing Subsidiaries from time to time party thereto; certain financial institutions (the “Lenders”); JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender; X.X. Xxxxxx Europe Limited, as London Agent; ABN AMRO Bank N.V., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Citibank, N.A., as Documentation Agents.

In that connection, we have examined originals or copies certified or otherwise identified to our satisfaction of the Credit Agreement and such other documents, including the documents listed in Annex I, as we have deemed necessary for purposes of this opinion. As to questions of fact relating to the Credit Parties material to this opinion, we have relied upon certificates of public officials and statements, representations (including the representations in the Credit Agreement) and certificates of officers and other representatives of the Credit Parties without independent investigation into the matters covered thereby.

We have assumed, with your permission, for purposes of this opinion that:

(i) each of the parties to the Credit Agreement (other than the Domestic Credit Parties) has been duly organized and is validly existing under the laws of the jurisdiction of its organization and has the power and authority to execute, deliver and perform its obligations under the Credit Agreement;

(ii) the Credit Agreement has been duly authorized, executed and delivered by all the parties thereto (other than the Domestic Credit Parties);

(iii) the Credit Agreement constitutes the legal, valid and binding obligation of each party thereto (other than the Credit Parties), enforceable against such parties (other than the Credit Parties) in accordance with its terms;

(iv) the execution, delivery and performance by each Credit Party of any of its obligations under the Credit Agreement does not and will not conflict with, contravene, violate or constitute a default under (A) any lease, indenture, instrument or other agreement to which such Credit Party or its property is subject, (B) any rule, law or regulation to which such Credit Party is subject (other than the laws, rules or regulations as to which we express our opinion in paragraph 6 herein) or (C) any judicial or administrative order or decree of any governmental authority;

(v) the parties to the Credit Agreement have not entered into any agreements of which we are unaware which modify the terms of the Credit Agreement and have not otherwise expressly or by implication waived, or agreed to any modification of the Credit Agreement; and

(vi) the date hereof is the Effective Date (as defined in the Credit Agreement).

We understand that you will obtain separate legal advice or opinions as to the foregoing.

We wish to advise you that we do not represent the Credit Parties on a regular basis; rather, our engagements have been limited to specific matters as to which we have been consulted by the Credit Parties and, accordingly, there may be facts and instruments and agreements of which we are not aware, and contracts that we have not reviewed, the knowledge of which might cause us to alter the statements made in such opinions.

Based on the foregoing assumptions and subject to the limitations, qualifications and exceptions herein set forth, we are of the opinion that:

1. Each of the Domestic Credit Parties is a validly existing corporation in good standing under the laws of the state of Delaware.

2. Each of the Domestic Credit Parties has the corporate power and corporate authority to execute and deliver, and has taken all necessary action to authorize the execution and delivery of the Credit Agreement and to perform its obligations thereunder. Each Domestic Credit Party has duly executed and delivered the Credit Agreement.

3. Neither the execution or delivery by any Domestic Credit Party of the Credit Agreement, nor its performance of its obligations thereunder or its compliance with any of the terms and provisions thereof, nor the consummation of the transactions contemplated therein, will violate any provision of its Organizational Documents (as defined in Annex I).

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4. The Credit Agreement constitutes a valid and binding obligation of each Credit Party that is party thereto, enforceable against such Credit Party in accordance with its terms.

5. No consent of, or other action by, and no notice to or filing with any Delaware state, New York state or U.S. Federal court or other Delaware state, New York state or U.S. Federal government authority is required in connection with the execution and delivery by any Credit Party of the Credit Agreement or the performance of such Credit Party’s payment obligations thereunder, except for those notices, filings and consents required under the Credit Agreement which have been performed or obtained.

6. The execution, delivery and performance of the Credit Agreement by the Credit Parties do not violate (a) Regulations U and X of the Board of Governors of the Federal Reserve System or (b) the Delaware General Corporation Law or any law, rule or regulation commonly applicable to transactions of this type of the United States or the State of New York, except in the case of clause (b) to the extent that such contravention could not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).

7. To the best of our knowledge, none of the Credit Parties (as defined in the Credit Agreement) is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

The foregoing opinions are subject to the following qualifications:

(A) Our opinions are subject to the effects of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally from time to time in effect, and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

(B) Insofar as provisions contained in the Credit Agreement provides for indemnification, the enforceability thereof may be limited by public policy considerations.

(C) The availability of a decree for specific performance or an injunction is subject to the discretion of the court requested to issue any such decree or injunction.

(D) We express no opinion as to the effect, if any, of any law of any jurisdiction (other than the State of New York) in which any Lender or Credit Party is located or where enforcement of the Credit Agreement may be sought that limits the rate of interest that such Lender may charge or collect.

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(E) We express no opinion as to the enforceability of Section 10.08 of the Credit Agreement insofar as it relates to setoffs in respect of participations purchased in Loans.

(F) We express no opinion as to Section 10.09 of the Credit Agreement insofar as such Section relates to the subject matter jurisdiction of the courts of the State of New York or of the United States of America for the Southern District of New York to adjudicate any controversy related to the Credit Agreement or provides for the waiver of an inconvenient forum.

(G) We advise you that New York state courts or U.S. Federal courts applying New York law may deny or limit the enforceability of clauses or provisions that purport to require that provisions thereof be waived only in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct have been created modifying any provisions of such documents.

(H) We express no opinion as to the right of the Administrative Agent to collect any payment to the extent that such payment constitutes a penalty, forfeiture or similar charge.

(I) We express no opinion as to the effect on the opinions herein stated of (a) the compliance or non-compliance of any party to the Credit Agreement (other than the Credit Parties) with any Federal, state, or other laws or regulations applicable to them, or (b) the legal or regulatory status or the nature of the business of such parties.

We further note that (a) a New York statute provides that with respect to a foreign currency obligation, a court at the State of New York shall render a judgment or decree in such foreign currency and such judgment or decree shall be converted into currency of the United States at the rate of exchange prevailing on the date of entry of such judgment or decree and (b) with respect to a foreign currency obligation, a United States Federal court in New York may award judgment in Dollars, and we express no opinion as to the rate of exchange such court would apply.

We are admitted to practice only in the State of New York, and we express no opinion as to matters governed by any laws other than the Delaware General Corporation Law, the laws of the State of New York and the Federal laws of the United States of America.

This opinion is rendered only to you and your permitted transferees under the Credit Agreement, and is solely for your and their benefit. This opinion may not be relied upon by any other person or entity or for any other purpose or used, circulated, quoted or otherwise referred to for any other purpose, in each case without our prior written consent.

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This opinion speaks only as of its date, and we do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which we did not have actual knowledge at that time, by reason of any change subsequent to that time in any law, other governmental requirement or interpretation thereof covered by any of our opinions or advice, or for any other reason.

Very truly yours,

ANNEX I

Corporate Documents

(a) with respect to each Domestic Credit Party, a certificate of the Secretary of State of Delaware, certifying as to the certificate of incorporation, as amended, of such Domestic Credit Party (collectively, the “Charters”);

(b) with respect to each Domestic Credit Party, a certificate of the [Assistant] Secretary of such Credit Party certifying as to (i) the Charters, (ii) the by-laws, as amended, of such Domestic Credit Party (collectively, together with the Charters, the “Organizational Documents”), (iii) resolutions adopted on March 22, 2007 (or May 29, 2007 in the case of WGI and WGII) by the Board of Directors of such Domestic Credit Party, and (iv) the incumbency and specimen signatures of certain officers; and

(c) with respect to each Domestic Credit Party, a certificate of the Secretary of State of Delaware, dated a recent date, attesting to the continued existence and good standing of such Domestic Credit Party in such state.

EXHIBIT E

[FORM OF]

WABCO HOLDINGS INC.

FINANCIAL OFFICER’S COMPLIANCE CERTIFICATE

Reference is made to the Five-Year Credit Agreement dated as of May 31, 2007 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among WABCO Holdings Inc. (the “Company”), the Lenders from time to time party thereto, JPMorgan Chase Bank, N. A., as Administrative Agent, Issuing Bank and Swingline Lender, X. X. Xxxxxx Europe Limited, as London Agent, ABN AMRO Bank N.V., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Citibank N.A., as Documentation Agents (capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein). Pursuant to Section 5.05 of the Credit Agreement, the undersigned, in his/her capacity as a Financial Officer of the Company, certifies as follows:

1. [Attached hereto as Exhibit [A] is a true and complete copy of the Company’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of December 31, 200[  ], setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.]

2. [Attached hereto as Exhibit [B] is a true and complete copy of Company’s consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for the immediately preceding fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year. These present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.]

3. Except as otherwise disclosed to the Administrative Agent in writing pursuant to the Credit Agreement, at no time during the period between [    ] and [    ] (the “Certificate Period”) did a Default or an Event of Default exist. (If unable to provide the foregoing certification, fully describe the reasons therefor and circumstances thereof and any action taken or proposed to be taken with respect thereto on Schedule A attached hereto.)

4. The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether the Company is in compliance with the covenants set forth in Sections 6.01, 6.02, 6.05 and 6.06 of the Credit Agreement:

(i)		Consolidated Net Indebtedness to Consolidated EBITDA ratio.
		Consolidated Net Indebtedness=		[        ]
		Consolidated EBITDA=		[        ]
		Actual Ratio=		[        ] to 1.0
		Required Ratio=		[        ] to 1.0
(ii)		Consolidated EBITDA to Consolidated Net Interest Expense ratio.
		Consolidated EBITDA=		[        ]
		Consolidated Net Interest Expense=		[        ]
		Actual Ratio=		[        ] to 1.0
		Required Ratio=		[        ] to 1.0
(iii)		Consolidated Net Tangible Assets.
		net aggregate assets =		[        ]
less
		net current liabilities =		[        ]
		goodwill and other allowed intangibles =		[        ]
		Total=		[        ]

5. Except as otherwise disclosed to the Administrative Agent in writing pursuant to the Credit Agreement, at no time since the date of the audited financial statements referred to in Section 3.04 of the Credit Agreement has there been a change in GAAP or in the application thereof. (If unable to provide the foregoing certification, fully describe the effect of such change on the financial statements accompanying such certificate on Schedule A attached hereto.)

IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Financial Officer, has executed this certificate for and on behalf of the Company and has caused this certificate to be delivered this      day of [            ].

WABCO HOLDINGS INC.,
by
Name:
Title:		Financial Officer

EXHIBIT F

[FORM OF]

PROMISSORY NOTE

New York, New York

[Date]

For value received, [NAME OF BORROWER], a [            ] corporation (the “Borrower”), promises to pay to the order of [name of Lender] (the “Lender”) (i) the unpaid principal amount of each Loan made by the Lender to the Borrower under the Credit Agreement referred to below, when and as due and payable under the terms of the Credit Agreement, and (ii) interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in the currencies and to the accounts specified in the Credit Agreement, in immediately available funds.

All Loans made by the Lender, and all repayments of the principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding shall be endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached hereto and made a part hereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.

This note is one of the promissory notes issued pursuant to the Five-Year Credit Agreement dated as of May 31, 2007 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among WABCO Holdings Inc., the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, X. X. Xxxxxx Europe Limited, as London Agent, ABN AMRO Bank, N.V., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Citibank N.A., as Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the mandatory and optional prepayment hereof and the acceleration of the maturity hereof.

[NAME OF BORROWER],

by

Name:

Title:

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

Date Amount
of
Loan Amount
of
Principal
Repaid Unpaid
Principal
Balance Notations
Made By

SIGNATURES

The Obligors

Wabco Financial Services BVBA, as Borrower
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Function:		Chief Financial Officer

Address:		Wabco Europe XXXX
		Xxxxxxxxxxxxxxx 0000
		0000 Xxxxxxxx
		Xxxxxxx

Fax: x00 0 000 00 00

Attention: Xxx xxx Xxxx / Pierre-François Henderyckx

Wabco Europe BVBA, as Guarantor
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Function:		Chief Financial Officer

Address/ Fax: same as for the Borrower

Wabco Holdings Inc., as Guarantor
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Function:		Chief Financial Officer

Address/ Fax: same as for the Borrower

The Lender
Pandios Comm.V.A., as Lender
By:		/s/ Xxxxx Xxxxxxxx
Name:		Finstrad NV
Function:		manager, represented by Xxxxx Xxxxxxxx

Address: Xxxxxxxxxxxxxxxxx 00, Xxx 0, 0000 Xxxxxxx (Xxxxxxx)

Fax: x00 0 000 00 00

Attention: Managing Director

Calculation Agent
Rabobank International, Antwerp Branch, as Calculation Agent
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Function:		By proxy

Address:		Rabobank International, Antwerp Branch
		Xxxxxxxxxxxxxxxxx 00, Xxx 0, 0000 Xxxxxxx (Xxxxxxx)

Fax: x00 0 000 00 00

Attention: Head of Mid-Office