BMS Bemis Company, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report –July 15, 2014

(Date of earliest event reported)

BEMIS COMPANY, INC.

(Exact name of Registrant as specified in its charter)

Commission File Number 1-5277

One Neenah Center, 4th Floor, P.O. Box 669, Neenah, Wisconsin  54957-0669

(Address of principal executive offices)

Registrant’s telephone number, including area code: (920) 727-4100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01              Entry into a Material Definitive Agreement.

On July 15, 2014, Bemis Company, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its Third Amended and Restated Long-Term Credit Agreement, dated as of August 12, 2013 (the “Credit Agreement”), among the Company, certain subsidiaries of the Company party thereto (the “Borrowing Subsidiaries”), JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, and various financial institutions.  Subject to the satisfaction of certain conditions precedent, the Amendment provides for a $200 million term loan under the Credit Agreement.  The term loan would mature on the eighth (8th) anniversary of the date it is made (if at all).  If the conditions precedent to making the term loan are not satisfied on or prior to August 15, 2014, then the commitment to make the term loan would automatically terminate.  The Amendment does not affect the existing $1.1 billion revolving commitment under the Credit Agreement.

There were no other material changes to the terms or covenants in the Credit Agreement.  A copy of the Amendment is furnished as Exhibit 10 to this report.

Item 9.01              Financial Statements and Exhibits.

(d)                           Exhibits

10                       Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of July 15, 2014, by and among the Company, the Borrowing Subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative Agent and CoBank, ACB.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit 10

EXECUTION VERSION

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of July 15, 2014 among Bemis Company, Inc., a Missouri corporation (the “Company”), the subsidiaries of the Company party hereto (the “Borrowing Subsidiaries”), JPMorgan Chase Bank, N.A., as administrative agent under the hereinafter defined Credit Agreement (the “Administrative Agent”), and CoBank, ACB (“CoBank”).

R E C I T A L S:

A.                                    The Company, the Borrowing Subsidiaries, the Administrative Agent and the Lenders are parties to a Third Amended and Restated Long-Term Credit Agreement dated as of August 12, 2013 (the “Credit Agreement”).

B.                                    Pursuant to Section 2.5.3 of the Credit Agreement, the Company has given notice to the Administrative Agent of its intent to request a $200,000,000 Incremental Term Loan and has offered to CoBank the opportunity to make such Incremental Term Loan. CoBank is willing to make such Incremental Term Loan on the terms and conditions set forth herein.

C.                                    This Amendment is an “Incremental Term Loan Amendment” being entered into by the Company, the Borrowing Subsidiaries, CoBank and the Administrative Agent pursuant to Section 2.5.3 of the Credit Agreement and, pursuant to the terms of the Credit Agreement, does not require the consent of any other Person.

The Company, the Borrowing Subsidiaries, the Administrative Agent and CoBank wish to amend the Credit Agreement on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1.                                      Definitions. Unless otherwise specified herein, all capitalized terms used herein shall have the meanings specified in the Credit Agreement.

2.                                      Amendments to Credit Agreement. Upon the Effective Time (as defined below), the Credit Agreement (excluding the existing Exhibits and the Schedules thereto other than as described in clauses (b) and (c) below) is hereby amended (a) to delete the bold, stricken text (indicated textually in the same manner as the following example: strieken-text) and to add the bold, double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the pages of the Credit Agreement attached hereto as Annex 1, (b) to add a new Term Loan Pricing Schedule in the form attached hereto as Annex 2 immediately following the Pricing Schedule in the Credit Agreement and (c) to add a new Schedule 12.1 in the form attached hereto as Annex 3 immediately following Schedule 6.15 in the Credit Agreement.

3.                                      Incremental Term Loan.

(a)                                 Subject to the terms and conditions hereof and of the Credit Agreement as amended hereby, CoBank hereby agrees to make an Incremental Term Loan in the amount of $200,000,000 (the “CoBank Term Loan”) at the Effective Time. The foregoing commitment of CoBank to make the CoBank Term Loan shall terminate upon the earlier of the making of the CoBank Term Loan and its termination pursuant to Section 5 hereof. The CoBank Term Loan shall initially be a Eurocurrency Loan with an Interest Period of one month. Subject to the conditions set forth in Section 5 below, CoBank shall make the proceeds of the CoBank Term Loan available to the Administrative Agent on the date upon which the Effective Time occurs in accordance with Section 2.10(a) of the Credit Agreement (as amended hereby) and the Administrative Agent shall promptly make such proceeds received from CoBank available to the Company at the address specified in the disbursement directions delivered by the Company pursuant to Section 5(k) below. The provisions of Section 2.21 of the Credit Agreement (as amended hereby) shall be applicable to the CoBank Term Loan; provided that, for the avoidance of doubt, the Administrative Agent may, but shall not be obligated to, make funds available pursuant thereto.

(b)                                 Upon the Effective Time, the lender(s) making the CoBank Term Loan shall be deemed “Lenders” under the Credit Agreement with all the attendant rights and obligations thereof as and to the extent provided in the Credit Agreement as amended hereby. Prior to the Effective Time CoBank and its Related Parties shall be entitled to indemnification with respect to this Amendment and the transactions contemplated hereby in accordance with the terms of Section 9.6(b) of the Credit Agreement as if a Lender.

(c)                                  CoBank may not assign all or any portion of its commitment in respect of the CoBank Term Loan without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed.

(d)                                 As of the Effective Time, the Company hereby accepts the Incremental Facility.

4.                                      Representations and Warranties. The Company represents and warrants that:

(a)                                 The execution, delivery and performance by each Borrower of this Amendment are within such Borrower’s corporate or other entity power, have been duly authorized by all necessary corporate or other entity action and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate or articles of incorporation (or similar formation document) or by-laws (or similar governing document) of such Borrower or of any judgment, order, decree, agreement or instrument binding on such Borrower or result in the creation of any Lien upon any of its property or assets (other than any Lien created pursuant to the Loan Documents).

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(b)                                 Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Loan Document for purposes thereof) is true and correct in all material respects except (i) in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty is true and correct in all respects and (ii) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date.

(c)                                  This Amendment constitutes the valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles

(d)                                 No Default or Unmatured Default has occurred and is continuing.

5.                                      Effective Time. This Amendment, other than Sections 2 and 3 hereof, shall become effective upon the execution and delivery hereof by the Company, the Borrowing Subsidiaries, the Administrative Agent and CoBank. Sections 2 and 3 of this Amendment, including CoBank’s obligation to make the CoBank Term Loan, shall become effective at such time (the “Effective Time”) as all of the following conditions have been or concurrently will be satisfied:

(a)                                 delivery to the Administrative Agent of a Promissory Note payable to CoBank in the amount of the CoBank Term Loan executed by the Company;

(b)                                 delivery to the Administrative Agent of copies of the articles or certificate of incorporation (or similar formation documents) of the Company, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of formation;

(c)                                  delivery to the Administrative Agent of copies, certified by the Secretary or an Assistant Secretary of the Company, of its by-laws and of the resolutions of its board of directors and of necessary resolutions or actions of any other body authorizing the Company’s execution of this Amendment;

(d)                                 delivery to the Administrative Agent of an incumbency certificate, executed by the Secretary or an Assistant Secretary of the Company, which shall identify by name and title and bear the signatures of the Authorized Officers executing one or more of the Loan Documents delivered in connection with this Amendment, upon which certificate the Administrative Agent and the Term Lenders shall be entitled to rely until informed of any change in writing by the Company;

(e)                                  delivery to the Administrative Agent of a certificate, signed by the chief financial officer, controller or chief accounting officer of the Company and dated as of the Effective Time, (i) certifying the accuracy of the representations and warranties made in Sections 4(b) and 4(d) of this Amendment as of the Effective Time both immediately

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before and immediately after giving effect to the CoBank Term Loan and (ii) confirming that the condition set forth in Section 5(h) of this Amendment has been satisfied;

(f)                                   the delivery to the Administrative Agent of such legal opinions, corporate certificates, evidence of corporate standing and authorization and other documents and certificates as the Administrative Agent shall reasonably request;

(g)                                  the Company shall have paid to CoBank and J.P. Morgan Securities LLC the separately agreed fees relating hereto, which fees shall be deemed fully earned and non-refundable at the Effective Time;

(h)                                 since December 31, 2013 there shall not have occurred any event or circumstance which has had a material adverse effect on (a) the financial position or business of the Company and its Subsidiaries taken as a whole or (b) the facts and information regarding such entities as represented to CoBank by the Company in connection with this Amendment;

(i)                                     delivery to CoBank at least five (5) Business Days (or such lesser number of days to which CoBank agrees) prior to the Effective Time of all documentation and other information requested by CoBank and required by regulatory authorities under applicable “Know Your Customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act;

(j)                                    delivery to CoBank and the Administrative Agent of a Borrowing Notice not later than 10:00 a.m. Local Time at least three Business Days (or such lesser number of days to which CoBank and the Administrative Agent may agree)(1) before the Effective Time;

(k)                                 delivery to the Administrative Agent at least three Business Days (or such lesser number of days to which the Administrative Agent may agree) before the Effective Time of directions in form and substance satisfactory to the Administrative Agent for the disbursement of the proceeds of the CoBank Term Loan; and

(l)                                     there shall have been no amendment or waiver to the Credit Agreement without the consent of CoBank.

In the event the Effective Time has not occurred on or before August 15, 2014, Sections 2 and 3 of this Amendment shall not become operative and shall be of no further force or effect. For the avoidance of doubt, in such event the undertaking of CoBank to make the CoBank Term Loan shall terminate.

6.                                      Miscellaneous.

(a)                                 Except as specifically amended hereby, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and

(1) This concept is added here and in (k) just for last minute flexibility. The expectation is that the notices and disbursement directions will be delivered three Business Days in advance.

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confirmed in all respects. Without limiting the foregoing, the Company expressly reaffirms its obligations as guarantor set forth in Article XV of the Credit Agreement.

(b)                                 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document, or constitute a waiver of any provision of the Credit Agreement or any other Loan Document. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

(c)                                  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

(d)                                 This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

7.                                      Costs and Expenses. The Company agrees to reimburse CoBank promptly after demand for all reasonable and documented out-of-pocket expenses incurred by the CoBank in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable and documented fees, charges and disbursements of Winston & Strawn, LLP with respect thereto.

8.                                      Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CONFLICT OF LAW PRINCIPLES PROVIDING FOR THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS

[signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

[Signature Page to Amendment No. 1]

[Signature Page to Amendment No. 1]

Annex 1

Amended Credit Agreement

See attached.

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THIRD AMENDED AND RESTATED LONG-TERM CREDIT AGREEMENT

DATED AS OF AUGUST 12, 2013

AMONG

BEMIS COMPANY, INC.,

VARIOUS SUBSIDIARIES THEREOF,

THE LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

AS ADMINISTRATIVE AGENT,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS SYNDICATION AGENT,

AND

BANK OF AMERICA, N.A.,

BNP PARIBAS

AND

U.S. BANK NATIONAL ASSOCIATION,

AS CO-DOCUMENTATION AGENTS

J.P. MORGAN SECURITIES LLC,

WELLS FARGO SECURITIES, LLC,

BNP PARIBAS SECURITIES CORP.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

AND

U.S. BANK NATIONAL ASSOCIATION,

AS LEAD ARRANGERS AND JOINT BOOK RUNNERS

TABLE OF CONTENTS

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THIRD AMENDED AND RESTATED LONG-TERM CREDIT AGREEMENT

This Third Amended and Restated Long-Term Credit Agreement dated as of August 12, 2013 is among Bemis Company, Inc., a Missouri corporation (together with its successors and assigns, the “Company”), the subsidiaries of the Company which from time to time become parties hereto pursuant to Section 2.24 and have not terminated their status as such pursuant to the terms hereof (each a “Borrowing Subsidiary” and collectively the “Borrowing Subsidiaries”), the Lenders, Wells Fargo Bank, National Association (“Wells Fargo Bank”), as Syndication Agent, Bank of America, N.A., BNP Paribas and U.S. Bank National Association, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent.

The Company, the Borrowing Subsidiaries, certain lenders and JPMCB are parties to that certain Second Amended and Restated Long-Term Credit Agreement dated as of July 21, 2011 (as amended prior to the date hereof, the “Existing Agreement”); and

The parties hereto have agreed to amend and restate the Existing Agreement pursuant to this Agreement;

Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1.         Definitions. As used in this Agreement:

“Administrative Agent” means JPMCB, together with its Affiliates, in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X; it being understood that matters concerning Loans denominated in British Pounds Sterling, Euro and certain other Agreed Currencies may be administered by JPMEL.

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

“Advance” means a Domestic Advance or a Multicurrency Advance, as the context requires.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“Aggregate Outstanding Revolving Credit Exposure” means, at anytime, the aggregate of the Outstanding Revolving Credit Exposure of all Lenders.

“Aggregate Revolving Commitment” means the aggregate of the Revolving Commitments of all the Lenders, as changed from time to time pursuant to the terms hereof.

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“Aggregate Outstanding Credit Exposure” means, at any time, the aggregate of the Outstanding Credit Exposure of all Lenders.

“Agreed Currencies” means (a) Dollars, (b) so long as such currencies remain Eligible Currencies, British Pounds Sterling and Euro and (c) any other Eligible Currency that a Borrower requests the Administrative Agent to include as an Agreed Currency hereunder and which is acceptable to all Lenders (or, in the case of Loans to any Borrowing Subsidiary, all Lenders that have agreed to make Loans to such Borrowing Subsidiary).

“Agreement” means this Third Amended and Restated Long-Term Credit Agreement.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Eurocurrency Rate with respect to Eurocurrency Advances denominated in Dollars for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% (the “Adjusted Eurocurrency Rate”); provided that, for the avoidance of doubt, the Adjusted Eurocurrency Rate for any day shall be based on the rate appearing on the Reuters LIBOR01 page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day (or if such day is not a Business Day, the immediately preceding Business Day). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurocurrency Rate, respectively.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower and its affiliated companies concerning or relating to bribery or corruption.

“Applicable Margin” means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule or the Term Loan Pricing Schedule, as applicable.

“Approved Fund” is defined in Section 12.1(b).

“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 12.1(b)), and accepted by the Administrative Agent, in the form of Exhibit B or any other form approved by the Administrative Agent.

“Authorized Officer” means any of the chief executive officer, the chief financial officer, any vice president, the controller, the secretary or the treasurer of the Company, or any other officer of the Company from time to time designated by any of the foregoing officers of the Company or by the board of directors of the Company, in each case acting singly.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of

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the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Borrower” means any of the Company and the Borrowing Subsidiaries.

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2, duly completed and filed by the relevant Borrower within the applicable time limit, which contains the scheme reference number and jurisdiction of tax residence provided by the Lender to the Company and the Administrative Agent.

“Borrowing Notice” is defined in Section 2.8.

“Borrowing Subsidiary” is defined in the preamble, it being understood that a Subsidiary shall cease to be a “Borrowing Subsidiary” upon its termination as such under Section 2.24(b) (subject to subsequent designation as a “Borrowing Subsidiary” under Section 2.24(a)).

“Borrowing Subsidiary Agreement” means an agreement substantially in the form of Exhibit D-1.

“BSub Revolving Commitment” means, for any Lender with respect to any Borrowing Subsidiary, the obligation of such Lender to make Revolving Loans to such Borrowing Subsidiary. The amount of the BSub Revolving Commitment of any Lender to any Borrowing Subsidiary shall be equal to such Lender’s Pro Rata Share of the Aggregate Revolving Commitment (or such lesser amount as may be permitted by this Agreement or the applicable Borrowing Subsidiary Agreement); provided that if, pursuant to the applicable Borrowing Subsidiary Agreement, one or more Lenders will not make Revolving Loans to such Borrowing Subsidiary, then the BSub Revolving Commitment of any Lender with respect to such Borrowing Subsidiary shall be the amount set forth on Attachment 1 to such Borrowing Subsidiary Agreement. Each BSub Revolving Commitment of any Lender is a sublimit of the Revolving Commitment of such Lender and not a separate commitment.

“BSub Lender” means, with respect to any Borrowing Subsidiary, each Lender (excluding any Lender that, pursuant to Section 2.24 and the applicable Borrowing Subsidiary Agreement, will not make Revolving Loans to such Borrowing Subsidiary) and the successors and assigns of such Lender in such capacity. Any Lender may designate an Affiliate of such Lender to perform all obligations, and have all rights, of such Lender hereunder in respect of some or all of any BSub Revolving Commitment, in which case references herein to a “BSub Lender” shall, where appropriate, mean such designated Affiliate. Any such designation shall be made either (a) by causing such Affiliate to execute a signature page of the applicable Borrowing Subsidiary

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Agreement or (b) by written notice to the Company and the Administrative Agent (including any notice changing the designation of such Lender’s Affiliate that will act as a BSub Lender).

“BSub Percentage” means, for any Lender with respect to any Borrowing Subsidiary on any date of determination, the percentage which the amount of such Lender’s BSub Revolving Commitment with respect to such Borrowing Subsidiary is of the aggregate amount of all BSub Revolving Commitments with respect to such Borrowing Subsidiary (or, if the Revolving Commitments have terminated, which (a) the aggregate outstanding principal amount of such Lender’s Revolving Loans to such Borrowing Subsidiary is of (b) the aggregate outstanding principal amount of all Revolving Loans to such Borrowing Subsidiary).

“Business Day” means a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system and (a) if such day relates to any interest rate setting as to a Eurocurrency Loan denominated in Euro, any funding, disbursement, settlement or payment in Euro, or any other dealings in Euro to be carried out pursuant to this Agreement, a day on which banks in London are open for general banking business, including dealings in foreign currency and exchange, and on which TARGET2 is open for the settlement of payments in Euro; and (b) if such day relates to an interest rate setting as to a Eurocurrency Loan denominated in Dollars or any other Agreed Currency (other than Euro), any funding, disbursement, settlement or payment in any such currency, or any other dealings in any such currency to be carried out pursuant to this Agreement, a day on which dealings in such currency are carried on in the London interbank market.

“Capitalized Lease” of a Person means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP in effect on the Third Restatement Date.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP as in effect on the Third Restatement Date.

“Change in Control” means the occurrence of any of the following events: (a) any “person” or “group” (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934 (the “Exchange Act”)) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 30% or more of the fully diluted Voting Securities of the Company or (b) individuals who at the beginning of any period of two consecutive calendar years constituted the board of directors of the Company (together with any new directors whose election by the board of directors of the Company or whose nomination for election by the Company’s shareholders was approved by the members of the board of directors of the Company then still in office who either were members of the board of directors of the Company at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the board of directors of the Company.

“Change in Law” means the occurrence, after the Third Restatement Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law,

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rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“CoBank” means CoBank, ACB, a federally chartered instrumentality of the United States.

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

“Commitment” means, for each Lender, the obligation of such Lender to make Loans and to participate in Letters of Credit and Swingline Loans in an aggregate amount not exceeding the amount set forth opposite its name on Schedule 1.1 hereto, as it may be modified as a result of any assignment that has become effective pursuant to Section 12.1 or as otherwise modified from time to time pursuant to the terms hereof.

“Company” is defined in the preamble.

“Computation Date” is defined in Section 2.2.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Debt” means, at any time, the consolidated Debt of the Company and its Consolidated Subsidiaries and all SPCs at such time.

“Consolidated Net Worth” means, at any time, the consolidated shareholders’ equity and noncontrolling interests of the Company and its Consolidated Subsidiaries at such time; provided, however, that other than for purposes of Section 6.15, Consolidated Net Worth shall be calculated without giving effect to increases or decreases therein after March 31, 2011 which result from changes in the Company’s cumulative consolidated currency translation adjustment after March 31, 2011.

“Consolidated Subsidiary” means any Subsidiary or other entity the accounts of which would be consolidated with those of the Company in its consolidated financial statements prepared in accordance with GAAP.

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

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“Conversion/Continuation Notice” is defined in Section 2.9.

“Credit Extension” means the making of an Advance or the issuance or Modification increasing the amount or extending the expiry date of a Letter of Credit.

“Debt” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except (i) trade accounts payable and accrued expenses arising in the ordinary course of business and (ii) accrued pension costs and other employee benefit and compensation obligations arising in the ordinary course of business, (d) all Capitalized Lease Obligations of such Person, (e) all obligations of such Person to reimburse or indemnify the issuer of a letter of credit or bank guarantee (excluding trade letters of credit and similar instruments) for drawings or payments thereunder, (f) all Debt as described in clauses (a), (b), (c), (d), (e), (g) and (h) hereof of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, (g) all Receivables Transaction Attributed Indebtedness and (h) all Debt (as described in clauses (a) - (g)) of others Guaranteed by such Person. If any of the foregoing Debt is limited to recourse against a particular asset or assets of such Person, the amount of the corresponding Debt shall be equal to the lesser of the amount of such Debt and the fair market value of such asset or assets at the date for determination of the amount of such Debt. The amount of any Debt with respect to any Guarantee by a Person under clause (h) above shall be deemed to be an amount equal to the lesser of (x) the stated or determinable amount (inclusive of principal, interest, fees and other charges) of the primary obligation, or portion thereof, in respect of which such Guarantee is made (or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith) or (y) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the agreement, document or instrument embodying such Guarantee. The amount of Debt of the Company and its Subsidiaries hereunder shall be calculated without duplication of Guarantee obligations of the Company or any Subsidiary in respect thereof. “Debt” shall not include (1) indebtedness owing to the Company by any Subsidiary or indebtedness owing to any wholly-owned Subsidiary by the Company or another Subsidiary, (2) any obligations of the Company or its Subsidiaries in respect of customer advances received and held in the ordinary course of business, (3) performance bonds or performance guaranties (or bank guaranties or letters of credit in lieu thereof) entered into in the ordinary course of business or (4) defeased indebtedness.

“Default” means an event described in Article VII.

“Defaulting Lender” means any Lender, as determined by the Administrative Agent, that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Specified Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Specified Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with all or any of its funding obligations under this Agreement (unless such writing or public statement indicates that

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such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Company or a Specified Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Company’s and such Specified Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

“Designated Person” means any Person listed on a Sanctions List.

“Disregarded Entity” means an entity that, pursuant to Treas. Reg. § 301.7701-2(c)(2), is disregarded for U.S. federal income Tax purposes as an entity separate from its owner.

“Dollar Amount” of any currency at any date shall mean (a) the amount of such currency if such currency is Dollars or (b) the equivalent in Dollars of such amount if such currency is any currency other than Dollars, calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such currency at 11:00 a.m., Local Time, on or as of the most recent Computation Date provided for in Section 2.2.

“Dollars” and “$” shall mean the lawful currency of the United States of America.

“Domestic Advance” means a borrowing in Dollars by the applicable Borrower hereunder (a) made by the Lenders on the same Borrowing Date or (b) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurocurrency Loans, having the same Interest Period.

“Domestic Loan” means a Loan denominated in Dollars.

“Effective Date” is defined in Section 4.1.

“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuer and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“Eligible Currency” means any currency other than Dollars (a) that is readily available, (b) that is freely traded, (c) in which deposits are customarily offered to banks in the London interbank market, (d) which is convertible into Dollars in the international interbank market and (e) as to which a Dollar Amount may be readily calculated. If, after the designation of any currency as an Agreed Currency, (x) currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, (y) such currency is, in the reasonable determination of the Administrative Agent, no longer

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readily available or freely traded or (z) in the reasonable determination of the Administrative Agent, an Equivalent Amount of such currency is not readily calculable, the Administrative Agent shall promptly notify the Lenders and the Company, and such currency shall no longer be an Agreed Currency until such time as all of the Lenders agree to reinstate such currency as an Agreed Currency and promptly, but in any event within five Business Days of receipt of such notice from the Administrative Agent, each applicable Borrowing Subsidiary shall repay all of its Loans in such affected currency or convert such Loans into Loans in Dollars or another Agreed Currency, subject to the other terms set forth in Article II (except that the notice period and minimum borrowing amount shall not apply).

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions, in each case of or by any Governmental Authority, relating to (a) the protection of the environment, (b) the effect of the environment on human health, (c) emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into surface water, ground water or land, or (d) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.

“Equivalent Amount” of any currency with respect to any amount of Dollars at any date shall mean the equivalent in such currency of such amount of Dollars, calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such other currency at 11:00 a.m., Local Time, on the date on or as of which such amount is to be determined.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Euro” means the lawful currency of the member states of the European Union.

“Eurocurrency Advance” means an Advance which, except as otherwise provided in Section 2.12, bears interest at the applicable Eurocurrency Rate (excluding, for the avoidance of doubt, an Advance that bears interest pursuant to clause (c) of the definition of “Alternate Base Rate”).

“Eurocurrency Loan” means a Loan which, except as otherwise provided in Section 2.12, bears interest at the applicable Eurocurrency Rate (excluding, for the avoidance of doubt, a Loan that bears interest pursuant to clause (c) of the definition of “Alternate Base Rate”).

“Eurocurrency Payment Office” of the Administrative Agent shall mean, for each of the Agreed Currencies, the office, branch, Affiliate or correspondent bank of the Administrative Agent specified as the “Eurocurrency Payment Office” for such currency in Schedule 1 or such other office, branch, Affiliate or correspondent bank of the Administrative Agent as it may from time to time specify to the Company and each Lender as its Eurocurrency Payment Office for such currency.

“Eurocurrency Rate” means, with respect to a Eurocurrency Advance for the relevant Interest Period (or, as applicable, for the purpose of determining the Alternate Base Rate for any

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day by reference to a one month Interest Period), the sum of (a) the quotient of (i) the Eurocurrency Reference Rate applicable to such Interest Period, divided by (ii) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, if any, plus (b) the Applicable Margin.

“Eurocurrency Reference Rate” means, with respect to any Eurocurrency Advance for any Agreed Currency for any applicable Interest Period, the London interbank offered rate administered by the British Bankers Association ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, on the Quotation Date for such Interest Period; provided, that, if a LIBOR Screen Rate shall not be available at the applicable time for a period equal in length to such Interest Period, then the Eurocurrency Reference Rate shall be the Interpolated Rate at such time unless the Administrative Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error).

“Excluded Taxes” means, with respect to any payment made by any Borrower under any Loan Document, any of the following Taxes imposed on or with respect to a Recipient: (a) income or franchise Taxes imposed on (or measured by) 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, (b) any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any other jurisdiction in which the applicable Lender’s applicable lending office is located, (c) in the case of a Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 3.6), any U.S. Federal withholding Taxes resulting from any law in effect on the date such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s failure to comply with Section 3.4(f), except to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Taxes pursuant to Section 3.4(a) and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Existing Agreement” is defined in the preamble.

“Existing Borrowing Subsidiaries” means Bemis Swansea Limited, a corporation organized under the laws of the United Kingdom, MACtac Europe S.A., a corporation organized under the laws of Belgium, Bemis Coordination Center S.A., a corporation organized under the laws of Belgium and Perfecseal Limited, a corporation organized under the laws of the United Kingdom.

“Facility Fee Rate” means, at any time, the percentage rate per annum at which facility fees are accruing pursuant to Section 2.5.1 at such time as set forth in the Pricing Schedule.

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“Facility Termination Date” means the earlier of (a) August 12, 2018 and (b) the date on which the Commitments are reduced to zero pursuant to Section 2.5.2 or terminated pursuant to Section 8.1.Farm Credit Lender” means a federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971, as the same may be amended or supplemented from time to time.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Local Time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

“First Amendment” means Amendment No. 1 hereto dated as of July 15, 2014.

“First Amendment Effective Date” means the date upon which the “Effective Time” occurs under and as defined in the First Amendment.

“Floating Rate” means, for any day, a rate per annum equal to the sum of (a) the Alternate Base Rate for such day, changing when and as the Alternate Base Rate changes plus (b) the Applicable Margin.

“Floating Rate Advance” means an Advance in Dollars that, except as otherwise provided in Section 2.12 or, with respect to any Swingline Loan, as otherwise agreed between the Borrower and the Swingline Lender, bears interest at the Floating Rate.

“Floating Rate Loan” means a Loan in Dollars that, except as otherwise provided in Section 2.12, bears interest at the Floating Rate.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“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” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person or in any manner providing for the payment of any Debt of any other Person or otherwise protecting the holder of such Debt against loss (whether by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb has a corresponding meaning.

“Hazardous Substance” means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

“HMRC” means Her Majesty’s Revenue and Customs.

“Incremental Term Loan” is defined in Section 2.5.3.

“Incremental Term Loan Amendment” is defined in Section 2.5.3.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by any Borrower under any Loan Document and (b) Other Taxes (exclusive of Excluded Taxes).

“Information” is defined in Section 9.10.

“Interest Period” means, with respect to a Eurocurrency Advance, a period commencing on a Business Day selected by the applicable Borrower and ending on the numerically corresponding date one, two, three or six months thereafter (or such other period as may be agreed to by the applicable Borrower, the Administrative Agent and each applicable Lender); provided that (a) if there is no such numerically corresponding day in such next, second, third or sixth succeeding month (or other period), such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month (or other period); (b) if an Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall end on the next succeeding Business Day, unless such next succeeding Business Day falls in a new calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; and (c) no Borrower may select an Interest Period ending after the scheduled Revolving Facility Termination Date with respect to Revolving Loans or after the scheduled Term Maturity Date with respect to Term Loans.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between:  (a) the applicable LIBOR Screen Rate (for the longest period for which the applicable LIBOR Screen Rate is available for the applicable currency) that is shorter than the applicable proposed Interest Period and (b) the applicable LIBOR Screen Rate for the shortest period (for which such LIBOR Screen Rate is available for the applicable currency) that exceeds the applicable proposed Interest Period, in each case, at such time.

“IRS” means the United States Internal Revenue Service.

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“Issuer” means each of JPMCB and Wells Fargo Bank, in either case in its capacity as an issuer of Letters of Credit hereunder.

“JPMCB” is defined in the preamble.

“JPMEL” means J. P. Morgan Europe Ltd.

“JPMorgan” means J.P. Morgan Securities LLC.

“LC Collateral Account” is defined in Section 2.18(k).

“LC Disbursement” means a payment made by an Issuer pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the Dollar Amount of the sum, without duplication, of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate unpaid amount of all Reimbursement Obligations at such time. The LC Exposure of any Lender at any time shall be its Pro Rata Share of the total LC Exposure at such time.

“Lead Arrangers” means JPMorgan, WFS, BNP Paribas Securities Corp, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bank National Association and their respective successors, in their capacities as Lead Arrangers and Joint Book Runners.

“Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors and permitted assigns and additional lending institutions as provided in Section 2.5.3 (including the Lender(s) which make the Term Loan) and their respective successors and permitted assigns.  Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender. For the avoidance of doubt, “Lender” shall not (except with respect to indemnification or other obligations of the Borrowers which survive termination hereof) include any Person that ceases to be a Lender in accordance with this Agreement.

“Lending Installation” means, with respect to a Lender or the Administrative Agent, the office, branch, subsidiary or Affiliate of such Lender or the Administrative Agent with respect to each Agreed Currency listed on the signature pages hereof or in an Administrative Questionnaire or otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.20.

“Letter of Credit” is defined in Section 2.18(a).

“Letter of Credit Application” is defined in Section 2.18(c).

“Letter of Credit Fee” is defined in Section 2.18(d).

“Letter of Credit Fee Rate” means, at any time, the percentage rate per annum applicable to Letter of Credit Fees at such time as set forth in the Pricing Schedule.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including the interest of a vendor or

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lessor under any conditional sale, Capitalized Lease or other title retention agreement, but not including the interest of a lessor under an operating lease).

“Loan” means, with respect to a Lender, any loan made by such Lender pursuant to Article II (or any conversion or continuation thereof).

“Loan Documents” means this Agreement and after the execution and delivery thereof pursuant to the terms of this Agreement, each Promissory Note, each Letter of Credit, each Letter of Credit Application, each Borrowing Subsidiary Agreement (including any amended and restated Borrowing Subsidiary Agreement), each amendment hereof entered into in accordance with Section 8.2  hereof and each other document so designated by the Borrower and the Administrative Agent.

“Local Time” means (a) with respect to Multicurrency Revolving Loans, London time, and (b) for all other purposes, Chicago time.

“Material Adverse Effect” means a material adverse effect on (a) the financial position or business of the Company and its Subsidiaries taken as a whole or (b) the validity or enforceability of any of the Loan Documents against any Borrower or the rights or remedies of the Administrative Agent, the Lenders or the Issuers thereunder against any Borrower.

“Material Subsidiary” means at any time a Subsidiary which as of such time meets the definition of a “significant subsidiary” contained as of the Third Restatement Date in Regulation S-X of the Securities and Exchange Commission.

“Materiality Threshold” means, as of any time of determination, $100,000,000 (or the Dollar Amount thereof in currencies other than Dollars).

“Modification” and “Modify” are defined in Section 2.18(a).

“Moody’s” means Moody’s Investors Service, Inc.

“Multicurrency Advance” means a borrowing by a Borrower hereunder (a) made by the applicable Lenders to the same Borrower on the same Borrowing Date or (b) converted or continued by the applicable Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Eurocurrency Loans in the same Agreed Currency (other than Dollars) and for the same Interest Period.

“Multicurrency Revolving Loan” means a Eurocurrency Loan denominated in an Agreed Currency other than Dollars.

“Non-Defaulting Lender” means, at any time, each Revolving Lender that is not a Defaulting Lender at such time.

“Non-U.S. Lender” means (a) a Lender that is neither a Disregarded Entity nor a U.S. Person, and (b) a Lender that is a Disregarded Entity and that is treated for U.S. federal income Tax purposes as having as its sole member a Person that is not a U.S. Person.

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“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations and accrued and unpaid interest thereon, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of any Borrower to the Lenders or to any Lender, any Issuer, the Administrative Agent or any indemnified party arising under the Loan Documents.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of Treasury.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan Document).

“Other Taxes” means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 3.6).

“Outstanding Revolving Credit Exposure” means, as to any Lender at any time, the Dollar Amount of the sum of (a) its Pro Rata Share of all Revolving Loans outstanding at such time plus (b) its LC Exposure at such time plus (c) its Swingline Exposure at such time.

“Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Participant” is defined in Section 12.1(c).

“Participant Register” is defined in Section 12.1(c).

“Participation Funding Notice” means a written notice from a Lender to the Administrative Agent advising the Administrative Agent that a Default exists and directing the Administrative Agent to notify all Lenders to fund their participations in extensions of credit made by BSub Lenders as provided in Section 2.25.

“Payment Date” means (a) with respect to any Loan other than a Swingline Loan, the last Business Day of each calendar quarter and (b) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Permitted Securitization” means any receivables financing program or programs providing for the direct or indirect sale of accounts receivable and related general intangibles, chattel paper and other rights by the Company or its Subsidiaries to an SPC for cash and/or other customary consideration for fair value in transactions intending to be sales, which SPC shall

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finance the purchase of such assets by the sale, transfer, conveyance, lien or pledge of such assets to one or more limited purpose financing companies, special purpose entities and/or other financial institutions, in each case pursuant to documentation which is consistent with then current market conditions and practices, provided that the Receivables Transaction Attributable Indebtedness associated with all such programs shall at no time aggregate in excess of $250,000,000.

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means 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 as to which the Company or any member of the Controlled Group may have any liability.

“Pricing Schedule” means the Schedule attached hereto identified as such.

“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 office located in New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Promissory Note” is defined in Section 2.14(d).

“Pro Rata Share” means, with respect to any Lender on any date of determination, the percentage which the sum of the amount of such Lender’s Revolving Commitment is of the Aggregate Revolving Commitment (or, if the Revolving Commitments have terminated, which (a) the Outstanding Revolving Credit Exposure of such Lender is of (b) the Aggregate Outstanding Revolving Credit Exposure) as of such date; provided that for purposes of Section 2.27, when a Defaulting Lender shall exist, “Pro Rata Share” shall mean the percentage of the Aggregate Revolving Commitment (disregarding any Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment (or, if the Revolving Commitments have terminated, the percentage of the Aggregate Outstanding Revolving Credit Exposure represented by the Outstanding Revolving Credit Exposure of such Lender, in each case disregarding any Defaulting Lender’s Outstanding Revolving Credit Exposure).   For purposes of determining liability for any indemnity obligation under Section 2.18(j) or 10.8, each Lender’s Pro Rata Share shall be determined as of the date the applicable Issuer or the Administrative Agent notifies the Lenders of such indemnity obligation (or, if such notice is given after termination of this Agreement, as of the date of such termination).  Notwithstanding the foregoing, solely for purposes of the definition of Required Lenders and Section 10.8, “Pro Rata Share” means, with respect to any Lender on any date of determination, the percentage which the sum of the amount of such Lender’s Revolving Commitment plus the aggregate outstanding principal amount of its Term Loans is of the sum of (i) the Aggregate Revolving Commitment plus (ii) the aggregate outstanding principal amount of all Term Loans (or, if the Revolving Commitments have terminated, which (a) the Outstanding Revolving Credit Exposure of such Lender plus the aggregate outstanding principal amount of its Term Loans is of (b) the sum of (i) the Aggregate Outstanding Revolving Credit Exposure plus (ii) the aggregate outstanding principal amount of all Term Loans) as of such date.

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“Quotation Day” means, with respect to any Eurocurrency Advance and any Interest Period, (i) if the currency is British Pounds Sterling, the first day of such Interest Period, (ii) if the currency is Euro, two TARGET Days before the first day of such Interest Period, (iii) for any other currency, two Business Days prior to the commencement of such Interest Period (unless market practice that is generally treated as the rate fixing day by market practice in the applicable interbank market, as determined by the Administrative Agent).

“Receivables Transaction Attributed Indebtedness”  means the amount of obligations outstanding under any Permitted Securitization that on any date of determination would be characterized as principal if such Permitted Securitization were structured as a secured lending transaction rather than as a true sale or true contribution.

“Recipient” means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuer.

“Register” is defined in Section 12.1(b)(iv).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System.

“Reimbursement Obligations” means, at any time, the aggregate of all obligations of the Borrowers then outstanding under Section 2.18 to reimburse the Issuers for amounts paid by the Issuers in respect of any one or more drawings under Letters of Credit.

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

“Required Lenders” means Lenders having aggregate Pro Rata Shares in excess of 50%.

“Required Revolving Lenders” means Revolving Lenders having aggregate Pro Rata Shares in excess of 50%.

“Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities.

“Revolving Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans and to participate in Letters of Credit and Swingline Loans in an aggregate amount not exceeding the amount set forth opposite its name on Schedule 1.1 hereto, as it may be modified as a result of any assignment that has become effective pursuant to Section 12.1 or as otherwise modified from time to time pursuant to the terms hereof.

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“Revolving Facility Termination Date” means the earlier of (a) August 12, 2018 and (b) the date on which the Revolving Commitments are reduced to zero pursuant to Section 2.5.2 or terminated pursuant to Section 8.1.

“Revolving Lender” means, at any time, a Lender with a Revolving Commitment and/or any Revolving Loans outstanding at such time.

“Revolving Loan” means a Loan made pursuant to Section 2.1.1.

“Sanctioned Country” means a country or territory which is at any time subject to Sanctions.

“Sanctions” means:

(a)           economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the US government and administered by OFAC;

(b)           economic or financial sanctions imposed, administered or enforced from time to time by the US State Department, the US Department of Commerce or the US Department of the Treasury; and

(c)           economic or financial sanctions imposed, administered or enforced from time to time by the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant sanctions authority.

“Sanctions List” means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held by the US government and administered by OFAC, the US State Department, the US Department of Commerce or the US Department of the Treasury or the United Nations Security Council or any similar list maintained by any other U.S. government entity, in each case as the same may be amended, supplemented or substituted from time to time.

“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“SPC” means a special purpose, bankruptcy-remote Person formed for the sole and exclusive purpose of engaging in activities in connection with the purchase, contribution, transfer, sale and financing of accounts receivable and related general intangibles, chattel paper and other related rights in connection with and pursuant to a Permitted Securitization and reasonably related corporate or other entity maintenance and similar activities.

“Specified Party” means the Administrative Agent, the Issuers, the Swingline Lender and each other Lender.

“Subsidiary” of a Person means (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary

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voting power of which shall at the time be so owned or controlled.  Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Company.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Pro Rata Share of the total Swingline Exposure at such time.

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

“Swingline Loan” means a Loan made pursuant to Section 2.19.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement of payments in Euro.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority (including any interest, penalties or additions to tax).

“Term Lender” means, at any time, a Lender with any Term Loans outstanding at such time.

“Term Loan” means an Incremental Term Loan made pursuant to Section 3(a) of the First Amendment.

“Term Loan Pricing Schedule” means the Schedule attached hereto identified as such.

“Term Maturity Date” means the eighth (8th) anniversary of the First Amendment Effective Date.

“Third Restatement Date” means August 12, 2013.

“Total Capital” means, at any time, the sum of (a) Consolidated Debt plus (b) deferred taxes plus (c) Consolidated Net Worth at such time.

“Transferee” is defined in Section 12.2.

“Type” means, with respect to any Domestic Advance, its nature as a Floating Rate Advance or a Eurocurrency Advance and with respect to any Domestic Loan, its nature as a Floating Rate Loan or a Eurocurrency Loan.

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“UK Borrower” means a Borrower that is either resident in the United Kingdom for United Kingdom tax purposes or that otherwise makes payments under this Agreement that have a United Kingdom source.

“Unfunded Vested Liabilities” means, with respect to any Plan, the amount, if any, by which the present value of all vested benefits under such Plan exceeds the fair market value of all Plan assets allowable to such benefits, as determined as of the most recent valuation date of such Plan for which a valuation is available at the time of determination, such valuations being properly and timely sought, but only to the extent that excess represents a potential liability of the Borrower or any member of the Controlled Group to the PBGC or to such Plan under Title IV of ERISA.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“U.S.” or “US” means the United States of America.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax Certificate” is defined in Section 3.4(f)(ii)(D)(2).

“Voting Participant” is defined in Section 12.1(c).

“Voting Participant Notice” is defined in Section 12.1(c).

“Voting Securities” means any securities having ordinary power to vote for the election of directors.

“Wells Fargo Bank” is defined in the preamble.

“WFS” means Wells Fargo Securities, LLC.

“Withholding Agent” means any Borrower and the Administrative Agent.

1.2.         Interpretation.

(a)           The meanings of defined terms are equally applicable to the singular and plural forms of such terms.

(b)           Article, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(c)           The term “including” is not limiting and means “including without limitation.”

(d)           In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

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(e)           Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement; (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute or regulation; and (iii) references in any Loan Document to any Person shall be construed to include such Person’s successors and assigns, subject to any restriction upon assignment contained in any Loan Document.

ARTICLE II
THE CREDITS

2.1.         Commitment.

2.1.1.   2.1. CommitmentRevolving Commitments.  From the Third Restatement Date to the Revolving Facility Termination Date, (a) each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans to the Company from time to time, (b) each BSub Lender with respect to a Borrowing Subsidiary severally agrees, on the terms and conditions set forth in this Agreement, to make Multicurrency Revolving Loans to such Borrowing Subsidiary (and each other Lender severally agrees that it will purchase a participation in each such Revolving Loan if required pursuant to Section 2.25) and (c) each Issuer agrees to issue Letters of Credit denominated in Agreed Currencies for the account of any Borrower from time to time (and each Revolving Lender severally agrees to participate in each such Letter of Credit as more fully set forth in Section 2.18); provided that (i) the Aggregate Outstanding Revolving Credit Exposure shall not at any time exceed the Aggregate Revolving Commitment, (ii) the Outstanding Revolving Credit Exposure of any Lender shall not at any time exceed such Lender’s Revolving Commitment and (iii) the aggregate Dollar Amount of all outstanding Multicurrency Revolving Loans, LC Exposure not denominated in Dollars and Swingline Exposure not denominated in Dollars shall not at any time exceed $100,000,000.  Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow at any time prior to the Revolving Facility Termination Date. The Revolving Commitments shall expire on the Revolving Facility Termination Date.

2.1.2.  Term Loans.   The parties acknowledge that on the First Amendment Effective Date, the Term Lenders made an Incremental Term Loan to the Company in Dollars in the amount of $200,000,000 which constitutes a “Term Loan” hereunder. No amount of the Term Loan which is repaid or prepaid by the Company may be reborrowed hereunder.

2.2.         Determination of Dollar Amounts.  The Administrative Agent will determine the Dollar Amount of all outstanding Advances and LC Exposure on and as of (i) the date of each Credit Extension, (ii) the last Business Day of each quarter and (iii) any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders (each, a “Computation Date”).

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2.3.         Ratable Loans.   Each Advance shall consist of Loans made (a) in the case of Revolving Loans to the Company, by the Lenders ratably in accordance with their respective Pro Rata Shares or, (b) in the case of Revolving Loans to any Borrowing Subsidiary, by the BSub Lenders for such Borrowing Subsidiary in accordance with their respective BSub Percentages for such Borrowing Subsidiary or (c) in the case of the Term Loan, by the Lenders ratably in accordance with their pro rata portion of the Term Loan.

2.4.         Types of Advances.   Domestic Advances may be Floating Rate Advances or Eurocurrency Advances, or a combination thereof, as selected by the applicable Borrower in accordance with Sections 2.8 and 2.9.  Multicurrency Advances shall be Eurocurrency Advances. Each Swingline Loan shall be a Domestic Advance and, unless otherwise agreed between the Borrower and the Swingline Lender, a Floating Rate Advance.

2.5.         Fees; Changes in Aggregate Revolving Commitment.

2.5.1.      Facility Fee.  The Company agrees to pay to the Administrative Agent for the account of each Lender (subject to Section 2.27(a)) a facility fee which shall accrue at a per annum rate equal to the Facility Fee Rate on the daily amount of such Lender’s Revolving Commitment (whether used or unused) from the Third Restatement Date to the Revolving Facility Termination Date (and, if any Revolving Loans remain outstanding after the close of business in Chicago, Illinois on the Revolving Facility Termination Date, thereafter shall accrue on the daily amount of the outstanding principal amount of all Revolving Loans owed to each Lender). The facility fee shall be payable on each Payment Date, on the Revolving Facility Termination Date and, if applicable, thereafter on demand.

2.5.2.      Reduction or Termination of Aggregate CommitmentRevolving Commitments.   The Company may permanently reduce the Aggregate Revolving Commitment in whole (thereby terminating all Revolving Commitments of the Lenders), or from time to time in part ratably among the Lenders in integral multiples of $10,000,000, upon at least three Business Days’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction and may be conditioned upon the consummation of replacement financing; provided that the amount of the Aggregate Revolving Commitment may not be reduced below the Aggregate Outstanding Revolving Credit Exposure.

2.5.3.      Increase of Aggregate Commitment. The Company at its option may, from time to time, seek to (i) request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) and/or (ii)  increase the Aggregate Revolving Commitment (each such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”) by up to an aggregate amount of $500,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such Incremental Facility (which shall not be less than $25,000,000) and shall certify that no Default or Unmatured Default has occurred and is continuing.   After delivery of such notice, the Company, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be declined by any Lender in its sole discretion) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to

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other lenders or entities reasonably acceptable to the Administrative Agent, the Issuers (in the case of an Incremental Revolving Commitment) and the Company.  No Incremental Facility shall become effective until the existing or new Lenders extending such Incremental Facility and the Company shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent and the Company pursuant to which (i) any such existing Lender providing or increasing a commitment in respect of such Incremental Facility agrees to the amount of its portion of the Incremental Facility, (ii) any such new lender providing a commitment in respect of such Incremental Facility agrees to its portion of the Incremental Facility and agrees to assume and accept the obligations and rights of a revolving Lender and/or term lender hereunder, as applicable, (iii) the Company accepts such Incremental Facility, (iv) the effective date of any Incremental Facility is specified by the Company and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Company certifies that on such date the conditions for a new Loan set forth in Section 4.2 are satisfied. The terms of any Incremental Term Loan shall, taken as a whole, be substantially identical to, or less favorable to the lenders making such Incremental Term Loan than, the terms applicable to Loans hereunder, except that (A) the Company and the Administrative Agent may amend this Agreement and the other Loan Documents to implement such mechanical and conforming changes as the Company and the Administrative Agent deem appropriate, (B) the maturity date of any Incremental Term Loan shall be no earlier than the Revolving Facility Termination Date, (C) the interest rate margins and other economic terms, amortization schedule, prepayment terms, borrower and currency applicable to any Incremental Term Loan shall be determined by the Company and the lenders thereunder and (D) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the Revolving Facility Termination Date.  Each Incremental Term Loan shall be made pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by each Borrower, each lender under such Incremental Term Loan and the Administrative Agent, in each case without the need to obtain the consent of any other Person.  Each Incremental Term Loan Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section.   The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Term Loan Amendments.  Upon the effectiveness of any Incremental Revolving Commitment pursuant hereto, (i) each revolving Lender (new or existing) shall be deemed to have accepted an assignment at par from the existing revolving Lenders, and the existing revolving Lenders shall be deemed to have made an assignment at par to each new or existing revolving Lender accepting a new or increased Revolving Commitment, of an interest in each then outstanding Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new revolving Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Outstanding Revolving Credit Exposure hereunder is held ratably by the revolving Lenders in proportion to their respective Revolving Commitments.  Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially

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contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees relating to such principal amount. Payments received by assigning revolving Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 3.3, be deemed prepayments of such Loan.  Any Incremental Facility pursuant to this Section shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.  No consent of any Lender (other than the Lenders agreeing to new or increased commitments) shall be required for any Incremental Facility provided or Loan made pursuant to this Section 2.5.3.   The Company acknowledges that $200,000,000 of the permitted Incremental Facilities were utilized on the First Amendment Effective Date so that only $300,000,000 of the additional Incremental Facilities may be requested thereafter.

2.6.         Minimum Amount of Each Advance.  Each Eurocurrency Advance shall be in the Dollar Amount of $5,000,000 or a higher integral multiple of 1,000,000 units of the applicable Agreed Currency.  Each Floating Rate Advance (other than a Swingline Loan) shall be in the amount of $5,000,000 or a higher integral multiple of $1,000,000 and each Swingline Loan shall be in the amount of $500,000 or a higher integral multiple of $100,000; provided that any Floating Rate Advance of Revolving Loans may be in the amount of the unused Aggregate Revolving Commitment.

2.7.         Payments and Prepayments.

2.7.1.      Payment at Maturity.  Each Borrower shall pay (i) to the Administrative Agent for the account of each Lender all of its outstanding Advances comprised of Revolving Loans and all its other then due and unpaid Obligations on therelating to Revolving Loans and/or Revolving Commitments on the Revolving Facility Termination Date and (ii, (ii) to the Administrative Agent for the account of each applicable Lender the unpaid amount of its Term Loan and all its other then due and unpaid Obligations relating toTerm Loans on the Term Maturity Date and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Facility Termination Date and the 15th Business Day after such Swingline Loan is made; provided that on each date that a Domestic Advance comprised of Revolving Loans is made to the Company, the Company shall repay all of its Swingline Loans then outstanding.

2.7.2.      Optional Payments.  Any Borrower may from time to time prepay, without penalty or premium, all outstanding Floating Rate Advances comprised of Revolving Loans to such Borrower or, in an aggregate amount of $5,000,000 or higher integral multiples of $1,000,000 (and in the case of Swingline Loans in an aggregate amount of $500,000 or higher integral multiples of $100,000), any portion of the outstanding Floating Rate Advances comprised of Revolving Loans to such Borrower (i) upon two Business Days’ prior notice to the Administrative Agent and (ii) in the case of prepayment of a Swingline Loan, upon notice to the Swingline Lender not later than 2:00 p.m., Local Time on the date of prepayment.   The Company may from time to time prepay, without penalty or premium, all outstanding Floating Rate Advances comprised of Term Loans or, in an aggregate amount of $5,000,000 or higher integral multiples of $1,000,000, any portion of

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the outstanding Floating Rate Advances comprised of Term Loans upon two Business Days’ prior notice to the Administrative Agent.  Any Borrower may from time to time prepay, subject to the payment of any funding indemnification amounts required by Section 3.3 but without penalty or premium, all outstanding Eurocurrency Advances comprised of Revolving Loans to such Borrower or, in the aggregate amount of $5,000,000 or a higher integral multiple of 1,000,000 units of the Agreed Currency, any portion of the outstanding Eurocurrency Advances to such Borrower comprised of Revolving Loans to such Borrower upon three Business Days’ prior notice to the Administrative Agent. The Company may from time to time prepay, subject to the payment of any funding indemnification amounts required by Section 3.3 but without penalty or premium, all outstanding Eurocurrency Advances comprised of Term Loansor, in the aggregate amount of $5,000,000 or a higher integral multiple of $1,000,000, any portion of the outstanding Eurocurrency Advances comprised of Term Loans upon three Business Days’ prior notice to the Administrative Agent.  Any notice by a Borrower in respect of a prepayment under this Section may be conditioned upon the consummation of replacement financing.

2.7.3.      Mandatory Prepayments due to Currency Fluctuations.     If the Administrative Agent notifies the Company that on any Computation Date (a) solely because of currency fluctuations, the Aggregate Outstanding Revolving Credit Exposure exceeds 105% of the Aggregate Revolving Commitment, (b) solely because of currency fluctuations, the Dollar Amount of all outstanding Multicurrency Revolving Loans exceeds 105% of the amount specified in clause (iii) of the proviso to the first sentence of Section 2.1 or (c) solely because of currency fluctuations, the LC Exposure exceeds 105% of the amount specified in subsection 2.18(a)(ii), then, within two (2) Business Days after receipt of such notice, the Borrowers shall repay Advances comprised of Revolving Loans (or, in the case of clause (c) and, if no Advances comprised of Revolving Loans are outstanding, clause (a), deposit funds in an LC Collateral Account) in an amount sufficient to eliminate such excess.

2.7.4.      Mandatory Prepayments due to any Other Reasons.  If the Administrative Agent notifies the Company that at any time for any reason (other than currency fluctuations), the Aggregate Outstanding Revolving Credit Exposure exceeds the Aggregate Revolving Commitment, then, within two (2) Business Days after receipt of such notice, the Borrowers shall repay Advances comprised of Revolving Loans (or, if no Advances comprised of Revolving Loans are outstanding, deposit funds in an LC Collateral Account) in an amount sufficient to eliminate such excess.

2.8.         Method of Selecting Types and Interest Periods for New Advances. The applicable Borrower shall select the Type of Advance and, in the case of a Eurocurrency Advance, the Interest Period and Agreed Currency applicable thereto from time to time.   The applicable Borrower shall give the Administrative Agent irrevocable notice (a “BorrowingNotice”) not later than 10:00 a.m. Local Time at least one Business Day before the Borrowing Date of each Floating Rate Advance (other than a Swingline Loan), three Business Days before the Borrowing Date for each Eurocurrency Advance denominated in Dollars and four Business Days before the Borrowing Date for each Eurocurrency Advance denominated in an Agreed Currency other than Dollars, specifying:

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(i)            the Borrowing Date, which shall be a Business Day, of such Advance;

(ii)           the aggregate amount of such Advance;

(iii)          the Type of Advance selected; and

(iv)          in the case of a Eurocurrency Advance, the Interest Period and Agreed Currency applicable thereto.

For the avoidance of doubt, this Section 2.8 shall not apply to the Term Loan, which shall be governed by Section 3(a) of the First Amendment, subject to continuation and conversion from time to time in accordance with Section 2.9.

2.9.         Conversion and Continuation of Outstanding Advances.    Each Floating Rate Advance shall continue as a Floating Rate Advance unless and until converted into a Eurocurrency Advance pursuant to this Section 2.9 or repaid in accordance with Section 2.7; provided that Swingline Loans may not be converted into a Eurocurrency Advance.   Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time:

(i)            in the case of a Eurocurrency Advance denominated in Dollars, such Advance shall be automatically converted into a Floating Rate Advance unless (x) repaid in accordance with Section 2.7 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance either continue as a Eurocurrency Advance for a new Interest Period or be converted into a Floating Rate Advance; and

(ii)           in the case of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, if the Administrative Agent has not received a Conversion/Continuation Notice (as defined below) prior to 11:00 a.m. Local Time, three Business Days prior to the last day of any Interest Period, such Advance shall automatically continue as a Eurocurrency Advance in the same Agreed Currency with an Interest Period of one month unless (x) repaid in accordance with Section 2.7 or (y) the applicable Borrower shall have given the Administrative Agent a timely Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for a new Interest Period.

Subject to the terms of Section 2.6, any Borrower may elect from time to time to convert all or any part of an Advance to such Borrower denominated in Dollars to the other Type of Advance denominated in Dollars or to continue any Eurocurrency Advance to such Borrower for a new Interest Period in the same Agreed Currency; provided that any conversion or continuation of any Eurocurrency Advance shall be made on, and only on, the last day of an Interest Period applicable thereto.  The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance or continuation of a Eurocurrency Advance not later than 10:00 a.m. (Local Time) at least one Business Day, in the case of a conversion into a Floating Rate Advance, three Business Days, in the case of a

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conversion into or continuation of a Eurocurrency Advance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:

(i)            the requested date, which shall be a Business Day, of such conversion or continuation; and

(ii)           the Agreed Currency, amount and Type of Advance into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a Eurocurrency Advance, the duration of the Interest Period applicable thereto.

2.10.       Method of Borrowing.

(a)           On each Borrowing Date for a Domestic Advance to the Company, each Lender shall make available its Domestic Loan in accordance with its Pro Rata Share or pro rata portion of the Term Loan, as applicable, not later than noon, Local Time, in Federal or other funds immediately available to the Administrative Agent, in Chicago, Illinois at its address specified in or pursuant to Article XIII; provided that Swingline Loans shall be made as provided in Section 2.19.

(b)           On each Borrowing Date for a Multicurrency Advance to the Company, each Lender shall make available its Multicurrency Revolving Loan in accordance with its Pro Rata Share not later than noon, Local Time, at the Eurocurrency Payment Office of the Administrative Agent for such currency, in such funds as may then be customary for the settlement of international transactions in such currency in the city of such Eurocurrency Payment Office for such currency.

(c)           On each Borrowing Date for a Domestic Advance to a Borrowing Subsidiary, each applicable Lender shall make available its Domestic Loan in accordance with its BSub Percentage for such Borrowing Subsidiary not later than noon, Local Time, in Federal or other funds immediately available to the Administrative Agent, in Chicago, Illinois at its address specified in or pursuant to Article XIII. On each Borrowing Date for a Multicurrency Advance to a Borrowing Subsidiary, each applicable Lender shall make available its Multicurrency Revolving Loan in accordance with its BSub Percentage for such Borrowing Subsidiary not later than noon, Local Time, at the Eurocurrency Payment Office of the Administrative Agent for such currency, in such funds as may then be customary for the settlement of international transactions in such currency in the city of such Eurocurrency Payment Office for such currency.

(d)           Unless the Administrative Agent has received written notice that any applicable condition specified in Article IV has not been satisfied with respect to a requested Advance, the Administrative Agent will make the funds received from the Lenders available to the applicable Borrower at the Administrative Agent’s aforesaid address.

2.11.       Changes in Interest Rate, etc.  Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from the date such Advance is made or is converted from a Eurocurrency Advance into a Floating Rate Advance to the date such Advance

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becomes due or is converted into a Eurocurrency Advance, at the Floating Rate for such day. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate.  Each Eurocurrency Advance shall bear interest on the outstanding principal amount thereof from the first day of each Interest Period applicable thereto to the last day of such Interest Period at the Eurocurrency Rate determined by the Administrative Agent as applicable to such Eurocurrency Advance based upon the applicable Borrower’s selections under Sections 2.8 nd 2.9  and otherwise in accordance with the terms hereof.

2.12.       Rates Applicable After Default.    Notwithstanding anything to the contrary contained in Section 2.8, 2.9 or 2.11, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Company (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to reductions in interest rates), declare that (a) no Advance denominated in Dollars may be made as, converted into or continued as a Eurocurrency Advance and/or (b) each Eurocurrency Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum and/or (c) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum and/or (d) the Letter of Credit Fee Rate shall be increased by 2% per annum; provided that, during the continuance of a Default under Section (f) or (g) of Article VII, the interest rates set forth in clauses (b) and (c) above and the increase in the Letter of Credit Fee Rate set forth in clause (d) above shall be applicable to all applicable Credit Extensions without any election or action on the part of the Administrative Agent or any Lender.

2.13.       Method of Payment.   (a)   Subject to clause (z)  of the definition of Eligible Currency, each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made. Except as set forth in the next sentence, all payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Company, by noon (Local Time) (or, in the case of Swingline Loans, 2:00 p.m. Local Time) on the date when due and. All payments made hereunder shall be applied ratably by the Administrative Agent among the Lenders in accordance with their Pro Rata Sharesrespective pro rata shares of the aggregate amounts then due and payable hereunder (treating any voluntary prepayments as being due and payable at the time made).  All payments to be made by a Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Administrative Agent at its Eurocurrency Payment Office for such currency, and shall be applied ratably by the Administrative Agent among the Lenders in accordance with their respective Pro Rata Shares (or, in the case of any applicable Borrowing Subsidiary, their respective BSub Percentages) or their respective pro rata portions of the Term Loan, as applicable.   Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds received by the Administrative Agent.   During the continuance of a Default under clause (b) of Article VII, each Borrower authorizes the Administrative Agent to charge any account of such Borrower maintained with JPMCB or any of its Affiliates for each payment of principal, interest and fees as it becomes due

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hereunder.  The Administrative Agent will promptly notify the applicable Borrower of any such charge.

(b)           Notwithstanding the foregoing provisions of this Section, if, after the making of any Multicurrency Advance, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the applicable Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that such Borrower take all risks of the imposition of any such currency control or exchange regulations.

2.14.       Evidence of Indebtedness.

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

(b)           The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made to each Borrower hereunder, the Agreed Currency and Type thereof and, if applicable, the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder, (iii) the original stated amount of each Letter of Credit issued for the account of, and the amount of the LC Exposure with respect to, each Borrower at any time and (iv) the amount of any sum received by the Administrative Agent hereunder from each Borrower and each Lender’s share thereof.

(c)           The entries maintained in the accounts maintained pursuant to clauses (a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the Obligations in accordance with their terms.

(d)           Any Lender may request that Loans made by it be evidenced by a promissory note (each a “Promissory Note”).  In such event, the Borrowers shall prepare, execute and deliver to such Lender a Promissory Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in a form approved by the Administrative Agent and the Company (such approval not to be unreasonably withheld).  Thereafter, the Loans evidenced by such Promissory Notes and interest thereon shall at all times (including after assignment pursuant to Section 12.1) be represented by one or more Promissory Notes in such form payable to the payee named therein or its registered assigns.

2.15.       Telephonic Notices.    Each Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Advances in Dollars, effect selections of Agreed Currencies and Types of Advances and to transfer funds based on telephonic notices made

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by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of such Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices for Advances in Dollars and Conversion/Continuation Notices to be given telephonically.  Each Borrower agrees to deliver promptly to the Administrative Agent, upon request of the Administrative Agent or any Lender, a written confirmation (signed by an Authorized Officer) of each telephonic notice.  If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.  Notwithstanding the foregoing, all notices to JPMEL hereunder shall be in writing.

2.16.       Interest Payment Dates; Interest and Fee Basis.  Interest accrued on each Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the Third Restatement Date, on any date on which such Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Floating Rate Advance converted into a Eurocurrency Advance on a day other than a Payment Date shall be payable on the date of conversion.  Interest accrued on each Eurocurrency Advance shall be payable on the last day of each Interest Period therefor, on any date on which such Eurocurrency Advance is prepaid, whether by acceleration or otherwise, and at maturity.  Interest accrued on each Eurocurrency Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period.  Interest, facility fees and Letter of Credit Fees shall be calculated for actual days elapsed on the basis of a 360-day year, except for interest on Loans denominated in British Pounds Sterling and Floating Rate Loans which shall be calculated for actual days elapsed on the basis of a 365-day or 366-day year, as applicable.  Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (Local Time) (or, in the case of Swingline Loans, 2:00 p.m. Local Time) at the place of payment.  If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

2.17.       Notification of Advances, Interest Rates, Prepayments and Revolving Commitment Reductions.  Promptly after receipt thereof, the Administrative Agent will notify each Revolving Lender of the contents of each Aggregate Revolving Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice relating to one or more Advances comprised of Revolving Loans, and repayment notice with respect to Revolving Loans received by it hereunder.  Promptly after receipt thereof, the Administrative Agent will notify each Term Lender of the contents of each Conversion/Continuation Notice relating to one or more Advances comprised of Term Loans and repayment notice with respect to Term Loans received by it hereunder. The Administrative Agent will notify each Lender and the Company of the interest rate applicable to each Eurocurrency Advance promptly upon determination of such interest rate and will give each Lender and the Company prompt notice of each change in the Alternate Base Rate.

2.18.         Letters of Credit.

(a)             Issuance.  Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and documentary letters of credit denominated in Agreed Currencies

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(each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”) from time to time from the Third Restatement Date to the Revolving Facility Termination Date upon the request of a Borrower; provided that immediately after any Letter of Credit is issued or Modified, (i) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment, (ii)  the LC Exposure shall not exceed $50,000,000, and (iii)  the aggregate Multicurrency Revolving Loans, Swingline Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not exceed $100,000,000.  No Letter of Credit shall have an expiry date after the earlier of (x)  five Business Days prior to the scheduled Revolving Facility Termination Date (unless such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and (y) the date that is one year after the date of issuance thereof (provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods not to extend beyond the date five (5) Business Days prior to the scheduled Revolving Facility Termination Date) (or if such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its sole discretion, the date one year after such date) and (iv) except to the extent otherwise agreed by either Issuer in its sole discretion and solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit if, after giving effect to such issuance or extension, the aggregate LC Exposure relative to Letters of Credit issued by such Issuer would exceed $25,000,000 (or if the maximum amount of LC Exposure permitted hereby shall be reduced to an amount less than $50,000,000, to 50% of such lesser amount).

(b)           Participations.   Upon the issuance or Modification by any Issuer of a Letter of Credit in accordance with this Section 2.18, the applicable Issuer shall be deemed, without further action by any Person, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any Person, to have unconditionally and irrevocably purchased from such Issuer, a participation in such Letter of Credit (and each Modification thereof) and the related LC Exposure in proportion to its Pro Rata Share.

(c)           Notice.    Subject to Section 2.18(a), the applicable Borrower shall give the applicable Issuer notice prior to 10:00 a.m. (Local Time) at least three Business Days (or such lesser period of time as such Issuer may agree in its sole discretion) prior to the proposed date of issuance or Modification of each Letter of Credit, specifying the beneficiary, the proposed date of issuance (or Modification), the currency in which such Letter of Credit is to be denominated (which shall be an Agreed Currency) and the expiry date of such Letter of Credit, and describing the proposed terms of such Letter of Credit and the nature of the transactions proposed to be supported thereby.  Upon receipt of such notice, the applicable Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Revolving Lender, of the contents thereof and of the amount of such Lender’s participation in such proposed Letter of Credit.  The issuance or Modification by an Issuer of any Letter of Credit shall, in addition to the conditions precedent set forth in Article IV for the issuance or Modification of any Letter of Credit (the satisfaction of which such Issuer shall have no duty to ascertain, it being understood, however, that such Issuer shall not issue any Letter of Credit if it has received written notice from any Borrower, the Administrative Agent or any Revolving Lender that any such condition precedent has not been satisfied), be subject to the conditions precedent that such Letter

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of Credit shall be satisfactory to such Issuer and that the applicable Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Letter of Credit as such Issuer shall have reasonably requested (each a “Letter of Credit Application”).  In the event of any conflict between the terms of this Agreement and the terms of any Letter of Credit Application, the terms of this Agreement shall control.

(d)           Letter of Credit Fees. Each Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, with respect to each Letter of Credit, a letter of credit fee (the “Letter of Credit Fee”) at a per annum rate equal to the Letter of Credit Fee Rate in effect from time to time on the outstanding daily maximum amount available to be drawn under such Letter of Credit (except as to documentary Letters of Credit, for which Letter of Credit Fees will be paid at a rate equal to 50% of the Letter of Credit Fee Rate), such fee to be payable in arrears on each Payment Date, on the Revolving Facility Termination Date and, after the Revolving Facility Termination Date (if applicable), on demand. The Company shall also pay to each Issuer for its own account (x) a fronting fee in the amount agreed to by such Issuer and the Company from time to time, with such fee to be payable in arrears on each Payment Date, and (y) documentary and processing charges in connection with the issuance or Modification of and draws under Letters of Credit in accordance with such Issuer’s standard schedule for such charges as in effect from time to time.

(e)           Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the applicable Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the applicable Borrower and each Revolving Lender of the amount to be paid by such Issuer as a result of such demand and the proposed payment date. The responsibility of any Issuer to the applicable Borrower and each Revolving Lender shall be only to determine that the documents delivered under each Letter of Credit issued by it in connection with a demand for payment are in conformity in all material respects with such Letter of Credit. Each Issuer shall endeavor to exercise the same care in its issuance and administration of Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such Issuer, each Lender shall, subject to Section 2.25, be unconditionally and irrevocably obligated, without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse such Issuer on demand for such Lender’s Pro Rata Share of the amount of each payment made by such Issuer under each Letter of Credit issued by it to the extent such amount is not reimbursed by the Borrowers pursuant to Section 2.18(f), plus interest on the foregoing amount, for each day from the date of the applicable payment by such Issuer to the date on which such Issuer is reimbursed by such Lender for its Pro Rata Share thereof, at a rate per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for such amount by such Issuer, the rate applicable to Floating Rate Advances.

(f)            Reimbursement by Borrowers.  If any Issuer shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse the applicable Issuer by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, Local Time, on the date that such LC Disbursement is made, if such Borrower or the Company 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 such Borrower or the Company prior to such time on such date, then not later than 12:00 noon, Local Time, on the Business Day immediately

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following the day that such Borrower or the Company receives such notice. The obligation of the applicable Borrower to so reimburse the applicable Issuer shall be irrevocable and unconditional and such reimbursement shall be made without presentment, demand, protest or other formalities of any kind; provided that such Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower to the extent, but only to the extent, caused by the willful misconduct or gross negligence of such Issuer in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or such Issuer’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.  All such amounts paid by an Issuer and remaining unpaid by a Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Floating Rate Advances.  Each Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Letter of Credit issued by such Issuer, but only to the extent such Lender made payment to such Issuer in respect of such Letter of Credit pursuant to Section 2.18(e).

(g)           Obligations Absolute. The Borrowers’ obligations under this Section 2.18 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower may have or have had against any Issuer, any Revolving Lender or any beneficiary of a Letter of Credit.  The Borrowers further agree with the Issuers and the Revolving Lenders that neither any Issuer nor any Revolving Lender shall be responsible for, and no Borrower’s Reimbursement Obligation in respect of any Letter of Credit shall be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among any Borrower, any of its Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of any Borrower or of any of its Affiliates against the beneficiary of any Letter of Credit or any such transferee.  No Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit issued by it.  Each Borrower agrees that any action taken or omitted by any Issuer or any Revolving Lender under or in connection with any Letter of Credit issued for the account of such Borrower and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon such Borrower and shall not put any Issuer or any Revolving Lender under any liability to such Borrower.  Nothing in this Section 2.18(g) is intended to limit the right of any Borrower to make a claim against any Issuer for damages as contemplated by the proviso to the second sentence of Section 2.18(f).

(h)           Actions of Issuers. Each Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such Issuer.  Each Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Revolving Lenders as it reasonably deems

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appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.18, each Issuer shall, with respect to any Revolving Lender, in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Revolving Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Lenders and any future holder of a participation in any Letter of Credit issued by such Issuer.

(i)            Indemnification. The Borrowers jointly and severally agree to indemnify and hold harmless each Lender, each Issuer and the Administrative Agent, and their respective Related Parties, from and against any and all claims and damages, losses, liabilities, costs or expenses which such Person may incur (or which may be claimed against such Person by any other Person) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or any actual or proposed use of any Letter of Credit, including any claims, damages, losses, liabilities, costs or expenses which any Issuer may incur by reason of or in connection with the failure of any other Lender to fulfill or comply with its obligations to such Issuer hereunder (but nothing herein contained shall affect any right any Borrower may have against any Defaulting Lender) or by reason of or on account of such Issuer issuing any Letter of Credit which specifies that the term “Beneficiary” therein includes any successor by operation of law of the named Beneficiary, but which Letter of Credit does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such Issuer, evidencing the appointment of such successor Beneficiary; provided that the foregoing indemnification obligations shall be subject to the limitations set forth in the second parenthetical of Section 9.6(b); provided further that the Borrowers may have a claim against an Issuer, and an Issuer may be liable to a Borrower, to the extent, but only to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by such Borrower caused by (x) the willful misconduct or gross negligence of any Issuer in determining whether a request presented under any Letter of Credit issued by such Issuer complied with the terms of such Letter of Credit or (y) any Issuer’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 2.18(i) is intended to limit the obligations of the Borrowers under any other provision of this Agreement.

(j)            Lenders’ Indemnification.  Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each Issuer and its Related Parties (to the extent not reimbursed by the Borrowers) against any cost, expense (including reasonable counsel fees and charges), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or such Issuer’s failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit) that such indemnitees may suffer or incur in connection with this Section 2.18 or any action taken or omitted by such indemnitees hereunder.

(k)           LC Collateral Account.  Each Borrower agrees that it will establish on the Revolving Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit issued for the account of such

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Borrower is outstanding or any amount is payable to any Issuer or the Revolving Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which such Borrower shall have no interest other than as set forth in Section8.1. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Revolving Lenders and the Issuers, a security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the applicable LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in any LC Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days.  If funds are deposited in an LC Collateral Account pursuant to Section 2.7.3 or 2.7.4 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the applicable Borrower, upon the expiration or termination of, or any reduction in the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the LC Exposure with respect to such Borrower.

(l)            Rights as a Lender.  In its capacity as a Revolving Lender and/or Term Lender, as applicable, each Issuer shall have the same rights and obligations as any other Revolving Lender (other than the Swingline Lender in its capacity as such) and/or Term Lender, as applicable.

2.19.       Swingline Loans.

(a)           Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time until the Revolving Facility Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Dollar Amount of $75,000,000 or (ii) the sum of the Aggregate Outstanding Revolving Credit Exposures exceeding the Aggregate Revolving Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b)           To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 2:00 p.m., Local Time, on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower.  The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.

(c)           The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding.  Such

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notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate.  Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Pro Rata Share of such Swingline Loan or Loans.  Each Revolving 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 Revolving Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Revolving 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 Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.10 with respect to Loans made by such Revolving Lender (and Section 2.10 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower 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 the Borrower (or other party on behalf of the 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 Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

2.20.       Lending Installations. Each Lender will book its Loans at the appropriate Lending Installation listed on its Administrative Questionnaire or such other Lending Installation designated by such Lender in accordance with the final sentence of this Section 2.20. All terms of this Agreement shall apply to any such Lending Installation and the Loans issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation.  Each Lender may, by written notice to the Administrative Agent and the Company in accordance with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

2.21.       Non-Receipt of Funds by the Administrative Agent.  Unless a Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (a) in the case of a Lender, the proceeds of a Loan or (b) in the case of a Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made.  The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or such Borrower, as the case

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may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Borrower, the interest rate applicable to the relevant Loan; or (ii) in the case of payment by a Lender, (x) for the first three Business Days after demand, (I) if such payment is denominated in Dollars, the Federal Funds Effective Rate, (II) if such payment is denominated in Euros or British Pounds Sterling, the applicable Eurocurrency Reference Rate, or (III) if such payment is denominated in any other currency, the rate determined by the Administrative Agent to be its costs of funds for such currency (including overdraft charges levied by any relevant correspondent bank and any other taxes, levies, imposts, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent in connection with obtaining such currency), and (y) thereafter (in each case), the interest rate applicable to the relevant Loan.

2.22.       Market Disruption. Notwithstanding the satisfaction of all conditions referred to in Article II and Article IV with respect to any Advance in any Agreed Currency other than Dollars, if there shall occur on or prior to the date of such Advance any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Administrative Agent or the Required Lenders make it impracticable for the Eurocurrency Loans comprising such Advance to be denominated in the Agreed Currency specified by the applicable Borrower, then the Administrative Agent shall forthwith give notice thereof to the Borrowers and the Lenders, and such Loans shall not be denominated in such Agreed Currency but shall, subject to satisfaction of all applicable conditions in Article IV, be made on such Borrowing Date in Dollars, in an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount specified in the related Borrowing Notice or Conversion/Continuation Notice, as the case may be, as Floating Rate Loans, unless the applicable Borrower notifies the Administrative Agent at least one Business Day before such date that (i) it elects not to borrow on such date or (ii) it elects to borrow on such date in a different Agreed Currency, as the case may be, in which the denomination of such Loans would in the opinion of the Administrative Agent and the Required Lenders be practicable and in an aggregate principal amount approximately equal to the Dollar Amount of the aggregate principal amount specified in the related Borrowing Notice or Conversion/Continuation Notice, as the case may be.

2.23.       Judgment Currency.  If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from a Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main Chicago office on the Business Day preceding that on which final, non-appealable judgment is given.  The obligations of the Borrowers in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency.  If the

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amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the Borrowers jointly and severally agree, to the fullest extent that they may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 11.2, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Borrowers.

2.24.       Borrowing Subsidiaries; Company as agent for Borrowing Subsidiaries.

(a)           The Company may designate any Subsidiary as a Borrowing Subsidiary; provided that (i) the Company shall give the Administrative Agent (which shall promptly notify each Revolving Lender) not less than 10 days’ notice of such proposed designation of a Borrowing Subsidiary, (ii) no Subsidiary may become a Borrowing Subsidiary without the written consent (not to be unreasonably withheld) of the Administrative Agent (which consent, if granted, may limit (which limit may from time to time be modified by the Administrative Agent at the request of the Company) the portion of the Aggregate Revolving Commitment that will be made available to, or place other conditions on Loans to, such Borrowing Subsidiary) and (iii) if any Revolving Lender determines in good faith and notifies the Administrative Agent that lending to such proposed Borrowing Subsidiary would be illegal, impossible or impractical for such Revolving Lender or would result in costs or expenses for which such Revolving Lender would not be indemnified by the proposed Borrowing Subsidiary or the Company pursuant hereto, or the Company determines in good faith and notifies the Administrative Agent that Loans to such proposed Borrowing Subsidiary by any Revolving Lender would result in payments pursuant to Section 3.1 or 3.4 that are materially in excess of the payments that would be made to the other Revolving Lenders pursuant to such Sections, then (x) the applicable Revolving Lender shall have no obligation to (and at the Company’s request will not) make Loans to such Borrowing Subsidiary and (y) the applicable Borrowing Subsidiary Agreement shall specify which Revolving Lenders are to be BSub Lenders with respect to such Borrowing Subsidiary and the amount of the applicable BSub Revolving Commitments of such Revolving Lenders (which, absent agreement to the contrary among the Company, the applicable BSub Lenders and the Administrative Agent, shall be equal to the percentage that the amount of such BSub Lenders’ Revolving Commitments is of the aggregate amount of the Revolving Commitments of all Revolving Lenders that will be BSub Lenders with respect to such Borrowing Subsidiary).  Subject to the foregoing, upon delivery to the Administrative Agent of a Borrowing Subsidiary Agreement signed by the Company and the proposed Borrowing Subsidiary, and the Administrative Agent’s consent thereto (not to be unreasonably withheld), the applicable Subsidiary shall become a Borrowing Subsidiary and a party to this Agreement.

(b)           Any Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder if such Borrowing Subsidiary and the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination in the form of Exhibit D-2; provided that at such time no Loans or Letters of Credit (other than any Letter of Credit that is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its

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sole discretion) made to or issued for the account of, such Borrowing Subsidiary are then outstanding and all principal and interest on all Loans, and all outstanding reimbursement obligations with respect to Letters of Credit payable by such Borrowing Subsidiary have been paid in full.

(c)           Each Borrowing Subsidiary hereby irrevocably appoints and authorizes the Company to take such action and deliver and receive notices hereunder as agent on its behalf and to exercise such powers under this Agreement as are delegated to it by the terms hereof, together with all such powers as are reasonably incidental thereto. In furtherance of and not in limitation of the foregoing, for administrative convenience of the parties hereto, the Administrative Agent and the BSub Lenders shall send all notices and communications to be sent to any Borrowing Subsidiary solely to the Company and may rely solely upon the Company to receive all such notices and other communications for and on behalf of each Borrowing Subsidiary.  No Person other than the Company (and its authorized officers and employees) may act as agent for any Borrowing Subsidiary hereunder without the written consent of the Administrative Agent.

(d)           Notwithstanding the requirements of Section 2.24(a) above, the parties agree that upon the Effective Date the Existing Borrowing Subsidiaries shall be Borrowing Subsidiaries hereunder in accordance with the terms of their respective Amended and Restated Borrowing Subsidiary Agreements delivered pursuant to Section 4.1(g).

2.25.       Effect of Participation Funding Notice.

(a)           Each Revolving Lender that is not a BSub Lender with respect to any Borrowing Subsidiary agrees that it shall at all times have a participation in and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Participation Funding Notice, to fund (or to cause an Affiliate to fund) its participation in, (i) its Pro Rata Share of all Revolving Loans to such Borrowing Subsidiary.

(b)           The Administrative Agent shall promptly notify each Revolving Lender of its receipt of a Participation Funding Notice.  Promptly upon receipt of such Participation Funding Notice, (i) each Revolving Lender that is not a BSub Lender with respect to any Borrowing Subsidiary shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of the BSub Lenders with respect to such Borrowing Subsidiary an amount in each applicable currency and in immediately available funds equal to its Pro Rata Share of all outstanding Revolving Loans to such Borrowing Subsidiary. If any Revolving Lender so notified fails to make available to the Administrative Agent for the account of the applicable other Revolving Lenders the full amount of such Revolving Lender’s participations in all applicable Revolving Loans by 12:00 noon, Local Time, on the Business Day following its receipt of such notice from the Administrative Agent (or two Business Days following receipt of such notice if such notice is received after 12:00 noon, Local Time, on any Business Day), then interest shall accrue on such Revolving Lender’s obligation to fund such participations, from the date such obligation became due to the date such Revolving Lender pays such obligations in full, at a rate per annum equal to the Federal Funds Rate in effect from time to time (or a comparable rate determined by the Administrative Agent to be appropriate for the applicable currency) plus, beginning three Business Days after such amount was due, 2%.  The Administrative Agent shall promptly distribute to each Revolving Lender an amount equal to its applicable share of the

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amount received from any other Revolving Lender to fund its participation in the Revolving Loans of such Revolving Lender together with its applicable share of any interest received from such other Revolving Lender pursuant to the previous sentence, in the same funds as those received by the Administrative Agent.

(c)           From and after the date on which the Administrative Agent has received a Participation Funding Notice, all funds received by the Administrative Agent in payment of any Revolving Loan and interest thereon shall be distributed by the Administrative Agent, in the same funds as those received by the Administrative Agent, to all Revolving Lenders in accordance with their respective Pro Rata Shares (i.e., giving effect to the funding of participations pursuant to this Section 2.25), except that any such funds otherwise payable to any Revolving Lender that has not funded its participations as provided herein shall be distributed ratably to the other Revolving Lenders until such participations have been funded.

(d)           Each Revolving Lender’s obligation to purchase participation interests in Revolving Loans pursuant to this Section 2.25 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Administrative Agent, any other Revolving Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Unmatured Default, (iii) any adverse change in the condition (financial or otherwise) of any Borrower or any other Person, (iv) any breach of this Agreement by any Borrower or any other Revolving Lender, (v) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any participation interest in any Revolving Loan is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.26.       Funding of Participations in Dollars. Any Revolving Lender may fund its purchase of a participation in any Letter of Credit denominated in any currency other than Dollars, by delivering to the Administrative Agent on the date such participation is to be funded an amount in Dollars equal to the sum of (a) the amount necessary for the Administrative Agent to purchase on such date in accordance with its customary procedures an amount in the applicable currency sufficient to fund such Revolving Lender’s required participation payment plus (b) the reasonable and customary costs, fees and expenses of the Administrative Agent in making such purchase.

2.27.       Defaulting Lenders. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)           fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.5.1;

(b)           the Revolving Commitment and, Outstanding Revolving Credit Exposure and outstanding principal amount of the Term Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.2), provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby;

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(c)           if any Swingline Exposure or LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:

(i)            all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all nonNon-Defaulting Lenders’ Outstanding Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all nonNon-Defaulting Lenders’ Revolving Commitments and (y) the respective Credit Extensions (other than in respect of Term Loans) of each nonNon-Defaulting Lender do not, after giving effect to such reallocation, exceed such nonNon-Defaulting Lender’s Revolving Commitment;

(ii)           if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the applicable Issuer only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.18(k) for so long as such LC Exposure is outstanding;

(iii)          if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.18(d) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv)          if the LC Exposure of the nonNon-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Revolving Lenders pursuant to Section 2.18(d) shall be adjusted in accordance with such nonNon-Defaulting Lenders’ Pro Rata Share; and

(v)           if all or any portion of such Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuer or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.18(d) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuer until such LC Exposure is cash collateralized and/or reallocated; and

(d)           so long as such Lender is a Defaulting Lender and a Revolving Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuers shall not be required to issue, extend the expiry of or increase the amount of any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure and LC Exposure will be 100% covered by the Revolving Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.27(c), and participating interests in any such newly issued or increased Letter of

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Credit or newly made Swingline Loan shall be allocated among nonNon-Defaulting Lenders in a manner consistent with Section 2.27(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to a Parent of any Revolving Lender shall occur following the Third Restatement Date and for so long as such event shall continue or (ii) the Swingline Lender or any Issuer has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuers shall not be required to issue, amend to extend the expiry of or increase the amount of any Letter of Credit, unless the Swingline Lender or the Issuers, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to the Swingline Lender or the Issuers, as the case may be, to defease any risk to it in respect of such Revolving Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and each Issuer each agrees that a Revolving Lender that has become a Defaulting Lender has adequately remedied all matters that caused such Revolving Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Pro Rata Share.

ARTICLE III
YIELD PROTECTION; TAXES

3.1.                            Yield Protection.

(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 any such reserve requirement reflected in the Adjusted Eurocurrency Rate) or any Issuer;

(ii)                                  impose on any Lender or any Issuer or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or

(iii)                               subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes and (B) Taxes described in clauses (c) and (d) of the definition of Excluded Taxes and (C) Connection Income Taxes);

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuer or such other Recipient of

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participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuer or such other Recipient hereunder (whether of principal, interest or otherwise), then the Company will pay (or cause the applicable Borrower to pay) to such Lender, such Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered, so long as such Lender’s, Issuer’s or other Recipient’s demand for such payment is substantially consistent with demands made by such Person with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1(a) and is accompanied by a certificate complying with Section 3.1(c).

(b)                                 If any Lender or any Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuer’s capital or on the capital of such Lender’s or such Issuer’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 Issuer, to a level below that which such Lender or such Issuer or such Lender’s or such Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuer’s policies and the policies of such Lender’s or such Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Company will pay (or cause the applicable Borrower to pay) to such Lender or such Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuer or such Lender’s or such Issuer’s holding company for any such reduction suffered, so long as such Lender’s or Issuer’s demand is substantially consistent with demands made by such Person with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1(b) and is accompanied by a certificate complying with Section 3.1(c).

(c)                                  A certificate of a Lender or an Issuer setting forth a reasonably detailed calculation of the amount or amounts necessary to compensate such Lender or such Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall be conclusive absent demonstrable error.  The Company shall pay (or cause the applicable Borrower to pay) such Lender or such Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)                                 Failure or delay on the part of any Lender or any Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuer’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender or an Issuer pursuant to this Section for any increased costs, reductions or other amounts incurred or made more than 90 days prior to the date that such Lender or such Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs, reductions or other amounts and of such Lender’s or such Issuer’s claim for compensation therefor; provided further that, if the Change in Law giving rise to such increased costs, reductions or other amounts is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

3.2.                            Availability of Types of Advances.  If any Lender determines that maintenance of its Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule,

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regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type, currency and maturity appropriate to match fund Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurocurrency Advances, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or, in the case of Advances to the Company, converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.3.  The Administrative Agent agrees to provide prompt written notice to the Company at such time as the circumstances underlying any notice delivered to the Borrower pursuant to the immediately preceding sentence cease to exist, and, upon such circumstances ceasing to exist, the suspension of the availability of Eurocurrency Advances shall terminate.

3.3.                            Funding Indemnification.  If any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurocurrency Advance is not made on the date specified by the applicable Borrower for any reason other than default by the Lenders, the Borrowers will jointly and severally indemnify each Lender for any loss or cost incurred by it resulting therefrom, including any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurocurrency Advance.

3.4.                            Taxes.

(a)                                 Withholding of Taxes; Gross-Up. Each payment by or on account of any Borrower under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law.  If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Taxes are Indemnified Taxes, then the amount payable by such Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

(b)                                 Payment of Other Taxes by Borrower.  Each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law (or at the option of the Administrative Agent timely reimburse the Administrative Agent for the payment of any Other Taxes).

(c)                                  Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative 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 Administrative Agent.

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(d)                                 Indemnification by the Borrower.  The Borrowers shall jointly and severally indemnify each Recipient for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 3.4(d) shall be paid within 10 days after the Recipient delivers to any Borrower a certificate stating the amount of any Indemnified Taxes so paid or payable by such Recipient and describing in reasonable detail the basis for and computation of the indemnification claim.  Such certificate shall be conclusive of the amount so paid or payable absent demonstrable error.  Such Recipient shall deliver a copy of such certificate to the Administrative Agent.

(e)                                  Indemnification by the Lenders.  Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting or expanding the obligation of the Borrowers to do so) attributable to such Lender (including any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.1(c) relating to the maintenance of a Participant Register) that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  The indemnity under this Section 3.4(e) shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

(f)                                   Status of Lenders.

(i)                                     Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding.  In addition, any Lender, if requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding or information reporting requirements.  In the case of a Lender receiving payments hereunder from a UK Borrower, such Lender will be deemed to have complied with the preceding two sentences where it has, on or before the Third Restatement Date (or in the case of a Lender that becomes a party to this Agreement after the Third Restatement Date, on or before the date that Lender becomes a party hereto) provided to the Company or the Administrative Agent its scheme reference number under the HMRC DT Treaty Passport Scheme and its jurisdiction of tax residence as an indication that it wishes such scheme to apply to this Agreement.  Where a Lender provides such indication, any UK

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Borrower to whom that Lender is making available Loans, shall make a Borrower DTTP Filing in respect of such Lender within 30 days of the Third Restatement Date (or the date such Lender became a party to this Agreement, if later).  Each UK Borrower shall, promptly on making any Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender. Each Lender shall notify the Company and Administrative Agent if it determines in its sole discretion that it is ceases to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by any U.K. Borrower hereunder. Notwithstanding anything to the contrary in the preceding sentences of this paragraph, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.4(f)(ii)(A) through (E) below and Section 3.4(f)(iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Company or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 3.4(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly upon request from the Company or the Administrative Agent (other than in the case of inaccuracy, in which case, immediately upon such Lender becoming aware of the inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

(ii)                                  Without limiting the generality of the foregoing, if any Borrower is a U.S. Person, any Lender with respect to such Borrower shall, if it is legally eligible to do so, deliver to the Company and the Administrative Agent (in such number of copies reasonably requested by the Company and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

(A)                               in the case of a Lender that is other than a Non-U.S. Lender, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B)                               in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(C)                               in the case of a Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with the conduct of a

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trade or business in the United States by such Lender (or, in the event that such Lender is a Disregarded Entity, by the owner of such Lender), IRS Form W-8ECI;

(D)                               in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a certificate substantially in the form of Exhibit E (a “U.S. Tax Certificate”) to the effect that such Lender (or, in the event that such Lender is a Disregarded Entity, the owner of such Lender) is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;

(E)                                in the case of a Non-U.S. Lender (or, in the event that the Non-U.S. Lender is a Disregarded Entity, the owner of such Non-U.S. Lender) that (for U.S. federal income Tax purposes) is not the beneficial owner of payments made under a Loan Document (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a U.S. Tax Certificate on behalf of such partners; or

(F)                                 any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Company or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

(iii)                               If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.4(f)(iii) (but, for the avoidance of doubt, not for the purposes of the definition of “Excluded Taxes”), “FATCA” shall include any amendments made to FATCA after the Third Restatement Date, whether or not such amendments are included in the definition set forth in Article I.

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(g)                                  Treatment of Certain Refunds.  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.4 (including additional amounts paid pursuant to this Section 3.4), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnified party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this Section 3.4(g), in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this Section 3.4(g) if such payment would place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the Tax subject to indemnification had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 3.4(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.

(h)                                 Survival.  Each party’s obligations under this Section 3.4 shall survive any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Commitments, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations under any Loan Document.

(i)                                     Issuers.  For purposes of Section 3.4(e) and (f), the term “Lender” includes any Issuer.

3.5.                            Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Loans to reduce any liability of the Borrowers to such Lender under Sections 3.1, 3.3 and 3.4 or to avoid the unavailability of Eurocurrency Advances under Section 3.2, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender.  Contemporaneously with any demand for payment thereunder, each Lender and each Issuer shall deliver a written statement to the Company (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.3 or 3.4.  Such written statement shall set forth in reasonable detail the calculations upon which such Lender or such Issuer determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though the applicable Lender funded its Eurocurrency Loan through the purchase of a deposit of the type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not.  Unless otherwise provided herein, the amount specified in the written statement of any Lender or any Issuer shall be payable within ten (10) days after demand and receipt by the Company of such written statement.  The obligations of the Borrowers under Sections 3.1, 3.3 and 3.4 shall survive payment of the Obligations and termination of this Agreement.

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3.6.                            Replacement of Lenders.  If (i) any Lender requests compensation under Section 3.1 or invokes Section 3.2, (ii) the Company is required to pay any additional amount pursuant to Section 3.3 or 3.4, or (iii) any Lender shall become a Defaulting Lender or (iv) any Lender shall refuse to consent to any waiver, amendment or other modification that would otherwise require such Lender’s consent but to which the Required Lenders have consented, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.1), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its 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 Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.1 or payments required to be made pursuant to Section 3.3 or 3.4, such assignment will result in a reduction in such compensation or payments.

ARTICLE IV
CONDITIONS PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS

4.1.                            Effectiveness.  This Agreement shall become effective on the date (the “Effective Date”) on which (i) the Company has furnished to the Administrative Agent each of the following documents and (ii) each of the following events shall have occurred, as applicable:

(a)                                 Copies of the articles or certificate of incorporation (or similar formation documents) of the Company, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of formation, as well as any other information requested by the Administrative Agent or any Lender and required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of the Company as required by Section 326 of the USA Patriot Act.

(b)                                 Copies, certified by the Secretary or an Assistant Secretary of the Company, of its by-laws and of the resolutions of its board of directors and of necessary resolutions or actions of any other body authorizing the Company’s execution of the Loan Documents to which the Company is a party.

(c)                                  An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Company, which shall identify by name and title and bear the signatures of the Authorized Officers executing one or more of the Loan Documents delivered in connection with the Effective Date, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company.

(d)                                 A certificate, signed by the chief financial officer, controller or chief accounting officer of the Company, stating that on the Effective Date (i) no Default or Unmatured Default has occurred and is continuing, and (ii) the representations and warranties contained in Article V are true and correct.

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(e)                                  A written opinion of Foley & Lardner LLP, counsel to the Company, addressed to the Administrative Agent and the Lenders and in form and in substance reasonably acceptable to the Administrative Agent.

(f)                                   Certified copies of all required consents and approvals from third parties, including governmental approvals, with respect to the execution and delivery by the Company of, and the performance by the Company of its obligations under, each Loan Document to which it is a party.

(g)                                  An Amended and Restated Borrowing Subsidiary Agreement, in substantially the form of Exhibit C, duly executed by each Existing Borrowing Subsidiary.

(h)                                 All principal, interest, fees and other amounts owing by the Company and any Subsidiary Borrowers under the Existing Credit Agreement shall have been (or shall substantially contemporaneously be) repaid in full.

(i)                                     All requisite consents of the “Lenders” under the Existing Credit Agreement to the amendment and restatement of the Existing Credit Agreement shall have been obtained on terms reasonably satisfactory to the Administrative Agent.

(j)                                    The Lenders, the Administrative Agent and the Lead Arrangers shall have received all fees required to be paid by the Company on or before the Effective Date and all reasonable out-of-pocket expenses required to be paid by the Company on or before the Effective Date for which invoices have been presented to the Company reasonably in advance of the Effective Date.

(k)                                 The Lenders shall have received (i) reasonably satisfactory audited consolidated financial statements of the Company for the two most recently ended fiscal years as to which such financial statements are available and (ii) reasonably satisfactory unaudited interim consolidated financial statements of the Company for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are publicly available as of the Effective Date.

(l)                                     The Borrowers shall have duly executed and delivered to the Administrative Agent Promissory Notes payable to each Lender which has requested a Promissory Note in the amount of its respective Revolving Commitment.

(m)                             Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested.

Notwithstanding the foregoing, the obligations of the Lenders to make Loans and the Issuers to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 8.2) at or prior to 2:00 p.m., New York City time, on August 30, 2013.  The Administrative Agent shall promptly notify the Company and the Lenders of the occurrence of the Effective Date, which notice shall be conclusive and binding.

4.2.                            Each Credit Extension. The Lenders and Issuers shall not be required to make any Credit Extension unless the conditions set forth in Section 4.1 have been satisfied and on the applicable Borrowing Date or issuance date:

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(a)                                 There exists no Default or Unmatured Default at the time of or immediately after giving effect to such Credit Extension.

(b)                                 The representations and warranties contained in Article V (other than the representations and warranties in Sections 5.4 and 5.5) are true and correct as of such Borrowing Date or issuance date in all material respects except (i) in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects and (ii) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit shall constitute a representation and warranty by the applicable Borrower (and, if the Company is not the Borrower, by the Company) that the conditions contained in Sections 4.2(a) and (b) have been satisfied on and as of the date of such Borrowing Notice or request for the issuance or Modification of a Letter of Credit.

4.3.                            Initial Loans to a Borrowing Subsidiary. The Lenders shall not be required to make Loans to any Borrowing Subsidiary unless (i) the conditions precedent set forth in Sections 4.1 and 4.2 have been satisfied and (ii) such Borrowing Subsidiary has furnished to the Administrative Agent:

(a)                                 Copies of the articles or certificate of incorporation (or similar formation documents) of such Borrowing Subsidiary, together with all amendments, and (to the extent applicable) a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of formation, as well as any other information requested by the Administrative Agent or any Lender and required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary as required by Section 326 of the USA Patriot Act.

(b)                                 Copies, certified by the Secretary, Assistant Secretary or another authorized representative of such Borrowing Subsidiary, of its by-laws (or similar governing document) and of the resolutions of its board of directors (or similar governing body) and of necessary resolutions or actions of any other body authorizing such Borrowing Subsidiary’s execution of the Loan Documents to which such Borrowing Subsidiary is a party.

(c)                                  An incumbency certificate, executed by the Secretary, Assistant Secretary or other authorized representative of such Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the officers, directors or other representatives of such Borrowing Subsidiary executing one or more of the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrowing Subsidiary.

(d)                                 A written opinion of U.S. counsel (and if requested by the Administrative Agent, applicable foreign counsel) to such Borrowing Subsidiary, addressed to the Administrative Agent and the Lenders, which counsel shall be reasonably acceptable to the Administrative Agent and which opinion shall be in form and substance reasonably acceptable to the Administrative Agent.

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(e)           Certified copies of all required consents and approvals from third parties, including governmental approvals, with respect to the execution and delivery by such Borrowing Subsidiary of, and the performance by such Borrowing Subsidiary of its obligations under, the Loan Documents to which it is a party.

(f)            Such other documents as any Lender or its counsel may have reasonably requested.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

The Company and, to the extent applicable, the other Borrowers represent and warrant to the Lenders that:

5.1.       Corporate Existence and Power.  Each of the Company and each Material Subsidiary is duly organized, validly existing, and in good standing (or the equivalent), under the laws of the jurisdiction of its formation, has all corporate or other entity power and authority to carry on its business as now being conducted and to own its properties and is duly licensed or qualified and in good standing (or the equivalent) in each other jurisdiction in which the failure to be so qualified or in good standing (or the equivalent) would reasonably be expected to have a Material Adverse Effect.

5.2.       Corporate Authorization.  The execution, delivery and performance by each Borrower of any Loan Document to which such Borrower is a party are within such Borrower’s corporate or other entity power, have been duly authorized by all necessary corporate or other entity action and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate or articles of incorporation (or similar formation document) or by-laws (or similar governing document) of such Borrower or of any judgment, order, decree, agreement or instrument binding on such Borrower or result in the creation of any Lien upon any of its property or assets (other than any Lien created pursuant to the Loan Documents).

5.3.       Binding Effect.  This Agreement constitutes, and the other Loan Documents to which any Borrower is party when duly executed on behalf of such Borrower and delivered in accordance with this Agreement will constitute, the valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles.

5.4.         Financial Statements.

(a)           The consolidated balance sheet of the Company and its Consolidated Subsidiaries as at December 31, 2012 and the related consolidated statements of income and cash flows of the Company and its Consolidated Subsidiaries for the fiscal year then ended, certified by PriceWaterhouseCoopers, LLP, certified public accountants, and set forth in the Company’s 2012 Form 10-K, a copy of which has been delivered to each of the Lenders, fairly present, in all material respects, in conformity with GAAP, the consolidated financial position of the Company and its Consolidated Subsidiaries at such date and the consolidated results of operations for such fiscal year.

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(b)           The unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as at March 31, 2013 and June 30, 2013 and the related consolidated statements of income and cash flows of the Company and its Consolidated Subsidiaries for the periods then ended, certified by the chief financial officer or chief accounting officer of the Company and set forth in the Company’s applicable Forms 10-Q, a copy of which has been delivered to each of the Lenders, fairly present in all material respects, in conformity with GAAP, the consolidated financial position of the Company and its Consolidated Subsidiaries at such dates and the consolidated results of operations for such fiscal quarters, subject to the absence of footnotes and to normal year end adjustments.

(c)           No material adverse change has occurred in the financial position, results of operations or business of the Company and its Consolidated Subsidiaries taken as a whole since December 31, 2012.

5.5.         Litigation.  There are no actions, suits or proceedings pending against or, to the knowledge of the Company, threatened against the Company or any Subsidiary in any court or before or by any governmental department, agency or instrumentality, which have a reasonable likelihood of adverse determination, and such adverse determination could reasonably be expected to have a Material Adverse Effect.

5.6.         Taxes.  The Company and each of its Subsidiaries has filed (or has obtained extensions of the time by which it is required to file) all United States federal income tax returns and all other material tax returns required to be filed by it and has paid all Taxes shown due on the returns so filed as well as all other Taxes, assessments and governmental charges which have become due, except (a) such Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided, (b) Taxes which are not overdue by more than thirty (30) days and (c) other Taxes that do not at any time exceed $5,000,000 in the aggregate.