Common use of CONDITIONS TO EFFECTIVENESS AND LENDING Clause in Contracts

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.0. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and (ii) no event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfiedsatisfied it being understood and agreed that all of the conditions set forth in this Section 3.01 were satisfied on or about October 30, 2000: (a) There shall have occurred no Material Adverse Change since December 31, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto that could reasonably be expected to have a Material Adverse Effect. (c) The Borrower Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower Company shall have paid all invoiced accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for Inside Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretoF hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Company shall have terminated (or shall simultaneously terminate) the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under (i) the $150,000,000 Amended and Restated 364-Day Credit Agreement dated as of May 26, 2000 (the "$150,000,000 Credit Agreement") among The Geon Company, Geon Canada Inc., the lenders and arrangers parties thereto and Citicorp USA, Inc., as administrative agent, (ii) the Credit Agreement dated as of August 16, 1999 (the "Geon Multiyear Credit Agreement") among The Geon Company, the lenders and arrangers parties thereto and Citicorp USA, Inc., as administrative agent, and NationsBank of North Carolina, N.A., as co-agent and (iii) the Multi-Currency Credit and Guaranty Agreement dated as of January 31, 1997 (the "Hanna Credit Agreement") among, M.A. Hanna Company, the lenders ▇▇rties thereto, Bank of America, ▇.▇., as agent, and Bank of America International, as subagent, and each of the Lenders that is a party to each such credit facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the $150,000,000 Credit Agreement, Section 2.05 of the Geon Multiyear Credit Agreement and Section 2.08(a) of the Hanna Credit Agreement, respectively, relating to the termina▇▇▇▇ of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 1997. (b) The Borrower There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have paid all fees and other amounts due and payablebeen no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for Senior Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower shall have notified each Lender paid all accrued fees and expenses of the Agent and the Administrative Agent in writing as Lenders (including the accrued fees and expenses of counsel to the proposed Effective DateAgent). (b) The Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (ec) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Dian▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, general counsel for the Borrower, substantially in the form of Exhibit G heretoE hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Lender Parties shall be satisfied that all obligations of the Borrower shall under the Existing Credit Agreement, whether for principal, interest, fees, expenses or otherwise, have notified each Lender been or, concurrently with the making of the initial Borrowing, will be paid in full in cash and the Administrative Agent in writing all "Commitments" (as to the proposed Effective Datedefined therein) terminated. (b) There shall have occurred no Material Adverse Change since January 4, 1997 and all information provided by or on behalf of the Borrower to the Lenders prior to the delivery of their commitments shall be true and correct in all material aspects. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, all applicable waiting periods shall have expired without any action being taken by any competent authority and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Borrower shall have paid all accrued and invoiced fees and other amounts due expenses of the Managing Agents and payablethe Lender Parties (including the accrued and invoiced fees and expenses of counsel to the Agents). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (de) On the Effective Date, the following statements shall be true and the Administrative Documentation Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (ef) The Administrative Documentation Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Documentation Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender Party: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, guaranty in substantially the form of Exhibit E hereto F (as amended, supplemented or otherwise modified from time to timetime in accordance with its terms, the "Group Guaranty"), duly executed by each of the GuarantorsGroup. (iiiii) An indemnity, subrogation and contribution agreement, A guaranty in substantially the form of Exhibit F hereto G (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to timetime in accordance with its terms, the "Indemnity AgreementSubsidiary Guaranty"), duly executed by the Borrower and each of the GuarantorsGuarantors (other than Group). (iviii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower and each other Loan Party approving this Agreement, the Notes Agreement and the Indemnity Agreementeach other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementeach other Loan Document. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Agreement, the Notes and the Indemnity Agreement each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunderhereunder and thereunder. (viiiv) A favorable opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Loan Parties, in substantially the form of Exhibit E-1 hereto and as to such other matters as any Lender Party through the Managing Agents may reasonably request. (vi) A favorable opinion of ▇▇▇▇▇, ▇▇ ▇. ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel General Counsel for the Borrower, in substantially in the form of Exhibit G heretoE-2 hereto and as to such other matters as any Lender Party through the Managing Agents may reasonably request. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.0. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) the Agent shall have received, in form and substance satisfactory to the Agent, executed originals of each of this Agreement, any Notes requested prior to the Effective Date and the other Credit Documents, together with all schedules and exhibits thereto. (b) As of the Effective Date, the Guarantor or the Borrower, as applicable, shall have delivered (i) (A) the Consolidated balance sheets of the Guarantor and its Subsidiaries as at August 31, 2003, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the eight-month transition period then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, (B) the Consolidated balance sheets of the Guarantor and its Subsidiaries as at August 31, 2004 and August 31, 2005, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the fiscal years ended on such dates, in each case, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and (C) the balance sheet of the Borrower as at August 31, 2005, and the related statements of income and cash flows of the Borrower for the period from the date of incorporation of the Borrower until August 31, 2005, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and (ii) (A) unaudited interim Consolidated balance sheets of the Guarantor and its Subsidiaries for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph and Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the three-month, six-month or nine-month period then ended, as applicable, in each case reasonably satisfactory to the Agent and duly certified by the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller or Assistant Controller of the Guarantor, and (B) unaudited interim balance sheets of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph and statements of income and cash flows of the Borrower for the three-month, six-month or nine-month period then ended, as applicable, in each case reasonably satisfactory to the Agent and duly certified by the Financial Accounting Lead (or an individual performing similar functions), a Manager or other authorized individual representing the Borrower. All materials provided pursuant to this Section 3.01(b) shall have been prepared in accordance with GAAP, subject to year-end audit adjustments (except for the annual audited financial statements of the Borrower, which shall be prepared in accordance with Swiss GAAP). Notwithstanding the foregoing, any such information required to be delivered by this Section 3.01(b) will be deemed to have been furnished to the Agent if it is readily available through ▇▇▇▇▇. (c) As of the Effective Date, except as disclosed in the Guarantor’s Quarterly Report on Form 10-Q for the quarter ending May 31, 2006, since August 31, 2005 there shall have occurred no Material Adverse Change. (d) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Guarantor, the Borrower or any of the Guarantor’s Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Guarantor in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(d) hereto (collectively, the “Disclosed Litigation”) or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (e) As of the Effective Date, neither the Guarantor nor the Borrower shall have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Package was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower, the Guarantor and its other Subsidiaries as they shall have reasonably requested. (f) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Agent) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (g) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bh) The Borrower shall have paid all accrued fees and other amounts due invoiced expenses of the Agent and payablethe Lenders for which invoices have been presented at least five Business Days prior to such Effective Date (including the accrued fees and invoiced expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (di) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender (x) a certificate signed by a duly authorized officer of the Guarantor and (y) a certificate signed by a duly authorized representative of the Borrower, in each case, dated the Effective Date, Date and stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (ej) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Guarantor and the Borrower approving this AgreementAgreement and, in the case of the Borrower only, the Notes and the Indemnity Agreementto be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Guarantor and a certificate of a Manager or other duly authorized representative of the Borrower, in each case, with appropriate insertions and attachments, certifying the names and true signatures of the officers or representatives of the Borrower Guarantor or the Borrower, as the case may be, authorized to sign this AgreementAgreement and, in the case of the Borrower only, such Notes and the Indemnity Agreement to be delivered by it, and the other documents to be delivered by it hereunder. (viiiiv) A favorable opinion of ▇▇▇▇▇the General Counsel or Associate or Assistant General Counsel of the Guarantor, in form and substance satisfactory to the Agent. (v) A favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, local counsel for to the Borrower, substantially in form and substance satisfactory to the form of Exhibit G heretoAgent. (ixvi) A favorable opinion of Shearman ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Sterling▇▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vii) A favorable opinion of Homburger Rechtsanwälte Weinbergstrasse, local counsel for the Agent, in form and substance satisfactory to the Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 2002. (b) The Lead Arrangers shall be satisfied that any and all amounts outstanding (including without limitation all principal, interest, fees and other amounts owed) under the $350,000,000 Revolving Credit Agreement, dated as of March 31, 1998 (as amended, supplemented or otherwise modified from time to time, the "Original Revolving Credit Facility"), among the Borrower, the lenders party thereto and Citibank, N.A. as Administrative Agent, shall be paid by the Borrower in full, and such Original Revolving Credit Facility shall be cancelled or otherwise terminated prior to or immediately after the initial Advances are made hereunder. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect. (d) The Borrower shall have paid all accrued fees and other amounts expenses of the Lenders and Agents (including the accrued fees and expenses of counsel to the Administrative Agent) and taxes, if any, due and payable. (c) The Borrower shall have repaid all outstanding advances payable hereunder and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and (ii) no event has occurred and is continuing that constitutes a DefaultFee Letter. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement")Notes, duly executed by the Borrower and made payable to the order of each of the GuarantorsLender who has requested a Note, pursuant to Section 2.18(a). (ivii) Certified copies of the (A) resolutions of the board of directors of the Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreement(if any), and of all documents evidencing other necessary CERC 364-Day Revolving Credit Agreement corporate action and governmental approvals, if any, with respect to this Agreement, Agreement and the Notes (if any) and (B) certificate of incorporation and bylaws of the Indemnity AgreementBorrower (such certificate, duly executed by an authorized officer of the Borrower, shall state that such resolutions, certificate of incorporation and bylaws are in full force and effect as of the Effective Date). (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement (if any) and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of ▇▇▇▇▇Baker Botts LLP, ▇▇▇n▇▇▇ & ▇▇▇▇▇, counsel for or the Borrower, substantially in form and substance satisfactory to the form of Exhibit G heretoAgent. (ixv) A favorable opinion of the in-house counsel of the Borrower, in form and substance satisfactory to the Agent. (vi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vii) If the obligations of the Borrower hereunder are required to be secured, the Pledge Agreement, duly executed by the Borrower, in substantially the form of Exhibit H hereto. (f) The Administrative Agent shall have received from the Borrower such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 2002, except as disclosed in the Interim Financial Statements. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent, who will promptly notify each Lender and the Administrative Agent Lender, in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and, (ii) no No event has occurred and is continuing that constitutes a Default, and (iii) The Borrower has terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding under the 364-Day Revolving Credit Agreement dated as of March 14, 2003 among the Borrower, the lenders parties thereto and Citibank, N.A., as agent. By execution of this Agreement, each of the Lenders that is a lender under the credit agreement referred to in clause (iii) above hereby waives the requirement set forth in Section 2.05 of such credit agreement of three business days' prior notice to the termination of their commitments thereunder. (eh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity AgreementLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementLoan Documents. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement Loan Documents and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of each of ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ Vice President, Secretary and General Counsel of the Borrower, and Miles & ▇▇▇▇▇Stockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit G D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower Agent shall have notified each Lender received counterparts of this Agreement executed by the Company and the Administrative Agent in writing Lenders or, as to any of the proposed Effective DateLenders, advice satisfactory to the Agent that such Lender has executed this Agreement. (b) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (ed) The Administrative Agent shall have received on or before the Effective Date the following, each dated such daythe Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Any Notes required by each Lender executed by the Company and made payable to the order of the Lenders, respectivelysuch Lender pursuant to Section 2.16. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors or the Finance Committee of the Borrower Board of Directors of the Company approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered by it hereunder. (viiiiv) A favorable opinion of Nicholas J. Camera, General Counsel of the Company, and of ▇▇▇▇▇▇, ▇▇▇▇▇ tlieb, Steen & ▇▇▇▇▇Hamilton, counsel for the BorrowerCompany, substantially in the form of Exhibit G ▇▇▇ for▇ ▇▇ ▇▇▇ibits D-2 and D-1 hereto, respectively. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (e) The Company shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the (i) 364-Day Credit Agreement dated as of May 15, 2003, as amended (the "Existing 364-Day Credit Agreement"), among the Company, the lenders parties thereto and Citibank, as agent, and the (ii) 5-Year Credit Agreement dated as of June 27, 2000, as amended and restated (the "Existing 5-Year Credit Agreement"), among the Company, the lenders parties thereto and Citibank, as agent, and each of the Lenders that is a party to the Existing 364-Day Credit Agreement and the Existing 5-Year Credit Agreement, respectively, hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the Existing 364-Day Credit Agreement and the Existing 5-Year Credit Agreement relating to the termination of commitments thereunder, respectively.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing occurred no Material Adverse Change since December 31, 2001, except as otherwise publicly disclosed prior to the proposed Effective Datedate hereof. (b) The Borrower There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have paid all fees and other amounts due and payable.been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. 38 (c) The Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of ▇▇▇▇ ▇. ▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit I hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.011. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. ------------------------------------------------------------------- Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent -------------- have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) is initiated by any Person other than a Lender in its capacity as a Lender that purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all invoiced fees and other amounts due expenses of the Agent and payablethe Lenders (including the invoiced fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) between December 31, 1999 and the Effective Date, there has been no Material Adverse Change; (ii) there is no pending or (to the knowledge of the Borrower) threatened action or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect; (iii) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and (iiiv) no event has occurred and is continuing that constitutes a Default. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such daythe Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The the Revolving Credit Notes to the order of the Lenders, respectively.; (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified certified copies of the resolutions of the board Board of directors Directors of the Borrower approving the transactions contemplated by this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreement.such Notes; (viii) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (vii) A a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder.; (viiiiv) A a favorable opinion of ▇▇▇▇ ▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel Counsel for the Borrower, substantially in the form of Exhibit G E hereto.; and (ixv) A a favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower shall have notified each Lender paid all accrued fees and expenses of the Agent and the Administrative Agent in writing as Lenders (including the accrued fees and expenses of counsel to the proposed Effective DateAgent). (b) The Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (ec) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Diana M. Daniels, general counsel for the Borrower, subst▇▇▇▇▇, ▇▇▇▇▇ & ▇▇ ▇▇▇▇▇, counsel for the Borrower, substantially in the ▇ form of Exhibit G heretoE-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (d) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of August 14, 2002 among the Borrower, the lenders parties thereto, SunTrust Bank and Wachovia Bank, National Association, as syndication agents, JPMorgan Chase Bank and Bank One, NA, as documentation agents, and Citibank, as administrative agent for the lenders, and each of the Lenders that is a party to such credit agreement hereby waives, upon execution of this Agreement, the requirement of prior notice under such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date on or before November 15, 1996 (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent (including the accrued fees and payableexpenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate of the Company on behalf of itself and each other Borrower, signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (iid) no event has occurred The Company shall have terminated the commitments of the banks parties to the $1,000,000,000 Credit Agreement dated as of December 7, 1994 with the Company, and is continuing that constitutes a Defaultshall have paid in full all Debt outstanding under such Credit Agreement. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Syndicated Notes) in sufficient copies for each Lender: (i) The Revolving Credit Syndicated Notes of each Initial Borrower to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the each Initial Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreementof such Initial Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Initial Borrower certifying the names and true signatures of the officers of such Guarantor Initial Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes of such Initial Borrower and the other documents to be delivered hereunder. (viiiv) A certificate Copies of the Secretary or an Assistant Secretary most recently available Consolidated financial statements of the Borrower certifying Company and its Consolidated Subsidiaries and the names related Consolidated statements of income, Consolidated balance sheets, Consolidated statements of shareholder's equity and true signatures Consolidated statements of cash flows, duly certified by the chief financial officer of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunderCompany. (viiiv) A favorable opinion of Mill▇▇ & ▇▇art▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for unsel of the BorrowerBorrowers, substantially in the form of Exhibit G heretoF hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vii) Evidence of the Process Agent's acceptance of its appointment pursuant to Section 9.14(a) as the agent of the Initial Borrowers.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1994. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby or thereby. (c) All governmental and third party consents and approvals, if any, necessary in connection with the transactions contemplated hereby or by the other Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, all applicable waiting periods shall have expired without any action being taken by any competent authority and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. 44 41 (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date, which shall not be later than November 15, 1995. (be) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 each Loan Document are true and correct on and as of the Effective Date; and, (ii) no No event has occurred and is continuing that constitutes a Default, (iii) There have been no amendments to the charter of the Borrower or any Guarantor since the date of the Secretary of State's Certificate referred to in Section 3.01(g)(vi), (iv) The by-laws of the Borrower and each Guarantor delivered pursuant to Section 3.01(g)(iii) are true and correct as in effect on the Effective Date, and (v) The Information Memorandum and all other information, exhibits and reports furnished by any Loan Party to the Agent and the Lenders in connection with the negotiation of the Loan Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes and the Gold Notes to the order of the Lenders, respectively. (ii) A guaranty, guaranty in substantially the form of Exhibit E hereto (together with each other guaranty delivered pursuant to Section 5.01(n), in each case as amended, supplemented or otherwise modified from time to timetime in accordance with its terms, the "Guaranty"), duly executed by each of the Guarantors.Guarantor. 45 42 (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies (A) of the resolutions of the board of directors of the Borrower and each Guarantor approving this Agreementthe Loan Documents to which it is or is to be a party, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (vB) Certified copies of the resolutions by-laws of the board of directors of Borrower and each of Guarantor as in effect on the Guarantors approving the Guaranty Effective Date and the Indemnity Agreement, and (C) of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementLoan Documents. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying the names names, titles and true signatures of the officers of the Borrower and such Guarantor authorized to sign this Agreement, the Notes and the Indemnity Agreement Loan Documents to which they are or are to be parties and the other documents to be delivered hereunder. (v) A copy of the charter of the Borrower and each Guarantor and each amendment thereto, certified (as of a date reasonably near the date of the Effective Date) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof. (vi) A copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, dated reasonably near the date of the Effective Date listing the charter of the Borrower and each Guarantor and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's or such Guarantor's charter on file in his office, (B) if applicable, the Borrower and each Guarantor have paid all franchise taxes to the date of such certificate and (C) the Borrower and each Guarantor are duly incorporated and in good standing under the laws of the State of the jurisdiction of its incorporation. (vii) An opinion of Bake▇ & ▇ott▇, ▇▇unsel for the Borrower and each Guarantor, substantially in the form of Exhibit F hereto and as to such other matters as any Lender through the Agent may reasonably request. (viii) A favorable An opinion of Robe▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇q., counsel for General Counsel of the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable An opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) All commitments under the Existing Credit Agreement shall have been terminated in whole pursuant to the terms thereof, and the Borrower shall have delivered to the Agent certified copies of irrevocable notices effecting such termination pursuant to Section 2.05

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing occurred no Material Adverse Change since December 31, 2002, except as otherwise publicly disclosed prior to the proposed Effective Datedate hereof. (b) The Borrower There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have paid all fees and other amounts due and payablebeen no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of ▇▇▇▇ ▇. ▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretoF hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit H hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.0this Agreement. Sections 2.01 and 2.03 of this This Agreement shall become effective on and as of the first date hereof (the "Effective Date") on which ), provided that the following conditions precedent have been satisfiedsatisfied on such date: (a) There shall have occurred no Material Adverse Change since December 31, 2004, except as shall have been disclosed or contemplated in the SEC Reports. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid (i) all accrued fees and reasonable expenses of the Agent and the Lenders with respect to this Agreement for which the Agent shall have made reasonable demand in accordance with Section 8.04 on or prior to the Effective Date, and (ii) all fees owing on the Effective Date under Section 2.03(d) hereof, together with all other fees and other amounts due and payableexpenses accrued under the Existing Credit Agreement to but not including the Effective Date. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized officer Financial Officer of the Borrower, dated the Effective Date, stating stating, among other things, that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for any Notes requested by the Revolving Credit NotesLenders) in sufficient copies for each Lender: (i) The Revolving Credit Notes Notes, if any, to the order of each Lender requesting the Lenders, respectivelyissuance of a Note as of the Closing Date pursuant to Section 2.17. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreementeach Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreementeach Loan Document to which it is a party. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (viiii) A certificate of the Corporate Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder or thereunder. (viiiiv) A favorable Favorable opinion letters of ▇. ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ the General Counsel of the Borrower and Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for to the Borrower, substantially in the form of Exhibit G heretoExhibits E-1 and E-2, respectively, hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance Evidence satisfactory to the Administrative AgentAgent that (x) all loans and letters of credit (other than the letters of credit, if any, identified on Schedule II to the DTE Credit Agreement or Schedule II to the Amended and Restated DTE Credit Agreement) outstanding and other fees and amounts owed to the lenders or agents under the Terminating Agreements have been paid in full and (y) the Terminating Agreements have been terminated.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.0. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since March 31, 2004, except as disclosed in public filings made with the Securities and Exchange Commission prior to October 28, 2004. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect other than the matters described in public filings made with the Securities and Exchange Commission prior to October 28, 2004 (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described in public filings with the Securities and Exchange Commission prior to October 28, 2004. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the information provided to the Lenders prior to the Effective Date was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and are in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) to the extent, in the case of up-front and arrangement fees, invoiced on or before the Effective Date and, in the case of all other amounts due fees and payableexpenses, invoiced at least two Business Days before the Effective Date. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of J▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇Esq., counsel for Vice President and Associate General Counsel of the Borrower, substantially in the form of Exhibit G heretoD hereto and such other opinions or as to such other matters as the Agent or any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments of the lenders and repaid or prepaid all of the obligations under, the Credit Agreement dated as of December 31, 2002 among the Borrower, the lenders parties thereto and Citibank, N.A., as administrative agent, and each of the Lenders that is a party to such credit facility hereby waives, upon execution of this Agreement, any notice required by said Credit Agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03, 2.04 and 2.02.06 . Sections 2.01 2.01, 2.03, 2.04 and 2.03 2.06 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Parent Borrower’s Quarterly Report on Form 10-Q for the quarter ending November 30, 2010, since August 31, 2010 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Parent Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Parent Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the “Disclosed Litigation”) or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Parent Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Parent Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Parent Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Parent Borrower shall have paid all accrued fees and other amounts due invoiced expenses of the Agents and payablethe Lenders (including the accrued fees and invoiced expenses of counsel to the Agents). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and correct and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Parent Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date; and, (ii) no event has occurred and is continuing that constitutes a Default, and (iii) the conditions precedent set forth in Section 3.01 were satisfied as of the Effective Date. (eh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) This Agreement executed and delivered by each Person party hereto. (ii) The Revolving Credit Notes and Swing Line Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially relevant Lenders to the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time extent requested by any Lender pursuant to time, the "Guaranty"), duly executed by each of the GuarantorsSection 2.22. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board of directors of the each Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreementto be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (viiv) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying (A) the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement such Notes to be delivered by it and the other documents to be delivered hereunderby it hereunder and (B) appropriate insertions and attachments, including (x) the certificate of incorporation (or equivalent) of such Borrower evidencing that it is a corporation (or appropriate corporate form) certified by its secretary or assistant secretary, (y) a long-form good standing certificate (or its equivalent, if available, for a Foreign Subsidiary Borrower) evidencing that such Borrower is validly existing, in good standing and qualified to do business in the jurisdiction in which it is organized and (z) the resolutions for such Borrower referenced in Section 3.01(h)(iii). (viiv) A certificate favorable opinion of the Secretary General Counsel or an Assistant Secretary Associate General Counsel of the Borrower certifying Parent Borrower, in form and substance satisfactory to the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunderAgent. (viiivi) A favorable opinion of ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Parent Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Five-Year Credit Agreement dated as of February 28, 2007 among the Parent Borrower, the lenders and agents parties thereto and JPMorgan and Citibank, as co-administrative agent, and each of the Lenders that is a party to such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under such credit agreement relating to the termination of commitments thereunder. (j) The Agent shall have received on or before the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (k) The Effective Date shall occur on or prior to 5:00 p.m. New York City time on April 15, 2011.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower shall have notified each Lender paid all accrued fees and expenses of the Agent and the Administrative Agent in writing as Lenders (including the accrued fees and expenses of counsel to the proposed Effective DateAgent). (b) The Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (ec) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Dian▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, general counsel for the Borrower, substantially in the form of Exhibit G heretoE hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no material adverse change in the properties, business, profits or condition (financial or otherwise) of the Borrower or of the Borrower and its Subsidiaries taken as a whole since October 31, 1999. (b) Except as set forth under the heading "Legal Proceedings" in the Borrower's 1999 Form 10-K, there shall exist no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official (i) in which there is a reasonable possibility of an adverse determination which would have a Material Adverse Effect, or (ii) which in any manner draws into question the validity of this Agreement or the Notes. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent) as agreed separately in writing by the parties to such agreement. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the general resolutions of the board Board of directors Directors of the Borrower approving which authorize the Borrower to enter into this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of ▇▇▇▇▇the Managing Director, ▇▇▇▇▇ & ▇▇▇▇▇Legal Affairs or of the Vice President, counsel for Legal Affairs and Intellectual Property of the Borrower, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Orrick, Herrington & Sutcliffe L.L.P., counsel for t▇▇ ▇▇▇ro▇▇▇, ▇▇▇▇▇ant▇▇▇▇▇ ▇▇ the form of Exhibit E hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 1998. (b) The Borrower There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have paid all fees and other amounts due and payablebeen no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of J. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretoF hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form of Exhibit H hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request. (f) The Company shall have terminated the commitments, and substance paid in full all Debt, interest, fees and other amounts outstanding, under (i) the $750,000,000 Credit Agreement dated as of June 30, 1995 (the "$750,000,000 Credit Agreement") among the Company, the lenders and arrangers parties thereto and Citibank, as administrative agent, (ii) the $900,000,000 364 Day Backstop Credit Agreement dated as of October 9, 1998 (the "Backstop Credit Agreement") among the Borrower, as borrower, the lenders and arrangers parties thereto and Citibank, as administrative agent, and (iii) the $1,325,000,000 Credit Agreement dated as of April 15, 1997 (the "Honeywell Credit Agreement") among Honeywell Inc., as borrower, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as documentation agent, Citicorp USA, Inc., as syndication agent, Chase Securities Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as co-arrangers, and The Chase Manhattan Bank, as administrative agent, and each of the Lenders that is a party to each such credit facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the $750,000,000 Credit Agreement, Section 2.05 of the Backstop Credit Agreement and Section 2.12 of the Honeywell Credit Agreement, respectively, relating to the termination of commitments thereunder. (g) All of the conditions precedent to the Merger Agreement (or as amended in a manner satisfactory to the Administrative AgentLenders) shall have been satisfied, including, without limitation, expiration or termination of the applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and receipt of all applicable approvals, and the merger contemplated thereby shall have been effected.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.04. Sections 2.01 and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied:: CERC 5-Year Revolving Credit Agreement (a) The Lead Arrangers shall be satisfied that any and all amounts outstanding (including without limitation all principal, interest, fees and other amounts owed) under the $250,000,000 3-Year Revolving Credit Agreement, dated as of March 23, 2004 (as amended, supplemented or otherwise modified from time to time, the "Existing 3-Year Revolving Credit Facility"), among the Borrower, the lenders party thereto, and Citigroup Global Markets Inc., as sole lead arranger and sole bookrunning manager, Citicorp USA, Inc., as administrative agent and Bank of America, N.A., Deutsche Bank AG New York Branch, JPMorgan Chase Bank, Wachovia Bank, National Association, Banc One Capital Markets, Inc., Credit Suisse First Boston, Cayman Islands Branch, Keybank National Association and The Royal Bank of Scotland PLC, as co-syndication agents, shall be paid by the Borrower in full, and such Existing 3-Year Revolving Credit Facility shall have notified each Lender and be cancelled or otherwise terminated prior to or immediately after the Administrative Agent in writing as to the proposed Effective Dateinitial Advances are made hereunder. (b) The Borrower Nothing shall have paid all fees and other amounts come to the attention of the Lenders during the course of their due and payablediligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Lenders and the commitments Administrative Agent (including the accrued fees and expenses of counsel to the Administrative Agent) and taxes, if any, due and payable hereunder and under each such Existing Credit Facility shall have been terminatedthe Fee Letter. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and (ii) no event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement")Notes, duly executed by the Borrower and made payable to the order of each of the GuarantorsLender who has requested a Note, pursuant to Section 2.20(a). (ivii) Certified copies of the (A) resolutions of the board of directors of the Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreement(if any), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, Agreement and the Notes (if any) and (B) certificate of incorporation and bylaws of the Indemnity AgreementBorrower (such certificate, duly executed by an authorized officer of the Borrower, shall state that such resolutions, certificate of incorporation and bylaws are in full force and effect as of the Effective Date). (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement (if any) and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇Baker Botts LLP, counsel for the Borrower, substantially in form and sub▇▇▇▇▇e ▇▇▇▇sfactory to the form of Exhibit G heretoAdministrative Agent. (ixv) A favorable opinion of the in-house counsel of the Borrower, in form and substance satisfactory to the Administrative Agent. (vi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received from the Borrower such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing occurred no Material Adverse Change since December 31, 2002, except as otherwise publicly disclosed prior to the proposed Effective Datedate hereof. (b) The Borrower There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have paid all fees and other amounts due and payablebeen no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of ▇▇▇▇ ▇. ▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit I hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.0Section 2.01(a). Sections 2.01 and 2.03 Section 2.01(a) of this Agreement shall become effective on and as of the first date (the "Tranche A Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing as exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of their Subsidiaries pending or, to the proposed Effective Datebest of the Borrower's knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(a)(i) hereto (the "Disclosed Litigation") or (ii) purports to adversely affect the legality, validity or enforceability of any material provision of this Agreement, any Note or any other Loan Document or the consummation of any of the transactions contemplated hereby. (b) The All material governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby which are required to be obtained by the Borrower in connection with its activities being conducted on such date and all Regulatory Permits shall have paid been obtained and shall remain in effect; all fees and other amounts due and payableapplicable waiting periods shall have expired without any action being taken by any competent authority. (c) The Borrower shall have repaid all outstanding advances and a minimum amount of $145,000,000 in fully paid-up equity capital, which shall have paid all other amounts payable under each include expenditures of the Existing Credit Facilities Parent prior to the date hereof in connection with the development of the business of the Borrower and the commitments under each such Existing Credit Facility shall have been terminatedits Subsidiaries. (d) On the Effective Date, the following statements The Supply Agreement shall have been duly executed and delivered and be in full force and effect and there shall be true no material default thereunder, and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and (ii) no event has occurred and is continuing that constitutes a Defaultcertified copy thereof. (e) The Intercreditor Agreement shall have been duly executed and delivered and be in full force and effect and there shall be no material default thereunder, and the Administrative Agent shall have received a certified copy thereof. (f) The Collateral Agent Letter shall have been duly executed and delivered and be in full force and effect, and the Administrative Agent shall have received a certified copy thereof. (g) All stock and capital contributions of the Borrower's Subsidiaries shall be owned by the Borrower or one or more of the Borrower's Subsidiaries, in each case free and clear of any Liens (except for the Liens created pursuant to the Security Agreements), except as set forth in Section 4.01(b). (h) The Collateral Agent and/or the Lenders shall have a valid and perfected first-priority Lien and security interest in the capital stock and capital contributions of all the Operating Subsidiaries and, to the extent permitted by applicable law and subject to Permitted Liens, in the Collateral referred to in the Security Agreements, all searches necessary or desirable in connection with such Liens and security interests having been duly made. (i) The Administrative Agent shall have received on or before the Tranche A Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes payable to the order of the Lenders, respectivelyInitial Lender. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agentbusiness plan, in form and substance satisfactory to the Administrative AgentLenders. (iii) A copy of the annual audit report for the Borrower for the most recent fiscal year of the Borrower and its Subsidiaries, containing Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year. (iv) Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of each fiscal quarter since the most recent fiscal year of the Borrower and Consolidated and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the most recent fiscal year of the Borrower and ending with the end of its most recent fiscal quarter. (v) Evidence that the Borrower and its Subsidiaries have obtained Licenses sufficient to permit the operation of the Networks up until the seventh anniversary of the date hereof, in form and substance satisfactory to the Lenders.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing occurred no Material Adverse Change since December 31, 2003, except as otherwise publicly disclosed prior to the proposed Effective Datedate hereof. (b) The Borrower There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have paid all fees and other amounts due and payablebeen no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminated.Lenders in respect of this Agreement. 42 (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of ▇▇▇▇ ▇. ▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretoF hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit H hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1999. (b) Except as set forth on Schedule IV, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could reasonably be expected to result in a Material Adverse Change. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (e) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bf) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the reasonable fees and expenses of a single firm of counsel to the Agent) to the extent invoiced to the Borrower at least one Business Day prior to the Effective Date. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion Favorable opinions of ▇(A) Assistant General Counsel and Assistant Secretary to the Borrower substantially in the form of Exhibit E-1 hereto and (B) Debevoise and Plim▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for unsel to the Borrower, substantially in the form of Exhibit G E-2 hereto, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments of the lenders and repaid or prepaid all of the Indebtedness under, the Second Amended and Restated Credit Agreement dated as of June 25, 1997 among the Borrower, the lenders parties thereto and The Chase Manhattan Bank, as administrative agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.02.04. Sections 2.01 2.01, 2.03 and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower terms and conditions of the Transaction shall be satisfactory to the Lender Parties; and the Transaction shall have been consummated strictly in accordance with the terms of the Stock Purchase Agreement, without any waiver or amendment of any material term, provision or condition set forth therein, and in compliance with all applicable laws. (b) The Stock Purchase Agreement shall be in full force and effect. (c) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of Paxar and each of its Subsidiaries, including the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (d) There shall have occurred (i) no Material Adverse Change since December 31, 1995 and (ii) no material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company and its Subsidiaries, taken as a whole, since December 31, 1995. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting Paxar or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to adversely affect the Transaction, the Facilities or the consummation of the transactions contemplated hereby. (f) The Lenders shall have completed a due diligence investigation of Paxar and its Subsidiaries and of the Company and its Subsidiaries in scope, and with results, satisfactory to the Lender Parties, and nothing shall have come to the attention of any of the Lender Parties during the course of such due diligence investigation to lead them to believe that the Information Memorandum was or has become 42 36 misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lender Parties shall have been given such access to the management, records, books of account, contracts and properties of Paxar and its Subsidiaries and of the Company and its Subsidiaries as they shall have requested. (g) All governmental and third party consents and approvals necessary in connection with the Transaction, the Facilities and the other transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (h) All of the information provided by or on behalf of Paxar to the Administrative Agent and the Lender Parties prior to their commitment (the "Pre-Commitment Information") shall be true and correct in all material aspects; and no additional information shall have come to the attention of the Administrative Agent or of any of the Lenders that is inconsistent in any material respect with the Pre-Commitment Information or that could reasonably be expected to have a Material Adverse Effect. (i) Paxar shall have notified each Lender Party and the Administrative Agent in writing as to the proposed Effective Date. (bj) The Borrower Paxar shall have paid all accrued fees and other amounts due expenses of the Administrative Agent and payablethe Lender Parties (including the accrued fees and expenses of counsel to the Administrative Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dk) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the BorrowerPaxar, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (el) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender Party: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guarantyCertified copies of (A) the resolutions of the Board of Directors of Paxar and each other Loan Party approving the Transaction, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to timethis Agreement, the "Guaranty")Notes, duly executed by each other Loan Document and each Related Document to which it is or is to be a party, (B) the bylaws of Paxar and each other Loan Party and (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the GuarantorsTransaction, this Agreement, the Notes, each other Loan Document and each Related Document. (iii) An indemnityA certificate of the Secretary or an Assistant Secretary of Paxar and each other Loan Party certifying the names and true signatures of the officers of Paxar and such other Loan Party authorized to sign this Agreement, subrogation the Notes, each other Loan Document and contribution agreementeach Related Document to which they are or are to be parties and the other documents to be delivered hereunder. 43 37 (iv) A copy of the charter of Paxar, the Company and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the Effective Date) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof. (v) A pledge agreement in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to timetime in accordance with its terms, the "Indemnity Pledge Agreement"), duly executed by Paxar and the Borrower other Loan Parties (other than the Company), together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and each instruments evidencing the Pledged Debt referred to therein indorsed in blank, (B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the day of the Guarantors.Initial Extension of Credit under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (ivC) Certified completed requests for information, dated on or before the date of the Initial Extension of Credit, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name Paxar as debtor, together with copies of the resolutions of the board of directors of the Borrower approving this Agreementsuch other financing statements, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement.and (vD) Certified copies of evidence that all other action that the resolutions of Administrative Agent may deem necessary or desirable in order to perfect and protect the board of directors of each of first priority liens and security interests created under the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementPledge Agreement has been taken. (vi) A certificate guaranty in substantially the form of Exhibit G hereto (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the Secretary or an Assistant Secretary of "Subsidiary Guaranty"), duly executed by each of the Subsidiary Guarantors certifying (other than the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunderCompany). (vii) A certificate Certified copies of each of the Secretary or an Assistant Secretary of Related Documents, duly executed by the Borrower certifying parties thereto and in form and substance satisfactory to the names Lender Parties, together with all agreements, instruments and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunderin connection therewith. (viii) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements dated December 31, 1995, interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the Effective Date), pro forma financial statements as to Paxar and forecasts prepared by management of Paxar, in form and substance satisfactory to the Lender Parties, of balance sheets, income 44 38 statements and cash flow statements on an annual basis for each year following the Effective Date until the Termination Date. (ix) Certificates, in form and substance satisfactory to the Lender Parties, attesting to the Solvency of each Loan Party after giving effect to the Transaction and the other transactions contemplated hereby, from its chief financial officer. (x) Evidence of insurance with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lender Parties, including, without limitation, business interruption insurance. (xi) A favorable opinion of Snow Beck▇▇ ▇▇▇▇▇, ▇▇▇u▇▇ & ▇.▇▇▇▇., counsel for the BorrowerPaxar, substantially in the form of Exhibit G heretoH-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (ixxii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (xiii) Evidence satisfactory to the Administrative Agent of (A) the termination of the Chemical Credit Agreement and the Bankers Trust Credit Agreements and (B) the payments in full of all amounts due under or in respect of the Chemical Credit Agreement and the Bankers Trust Credit Agreements.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing as occurred no Material Adverse Change since February 3, 2001. Nothing shall have come to the proposed Effective Dateattention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect. Without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (b) The There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower shall or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have paid all fees and other amounts due and payablea Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other All amounts payable owing under each of the Existing Credit Facilities Agreements shall have been paid in full in cash (or otherwise satisfied in accordance with the terms of the Five Year Credit Agreement) and all Commitments (as defined in the commitments under each such Existing Credit Facility Agreements) shall have been terminated. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have paid all accrued fees and expenses of the Agents (including the reasonable accrued fees and expenses of counsel to the Agents) and all accrued fees of the Lenders. (f) On the Effective Date, the following statements shall be true and the Administrative Paying Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eg) The Administrative Paying Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Paying Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of each of the Lenders, respectivelyLenders that have requested Revolving Credit Notes prior to the Effective Date. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents (including, without limitation, charters and bylaws) evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Jones, Day, Reavis & Pogue, counsel for t▇▇ ▇▇rrower, ▇▇▇▇▇antially in t▇▇ form of Exhibit E hereto and as to such other matters as any Lender through the Paying Agent may reasonably request. (v) A favorable opinion of Dennis J. Broderick, General Counsel for ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ & ▇▇▇▇▇, counsel for rm and substance satisfactory to the Borrower, substantially in the form of Exhibit G heretoPaying Agent. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative AgentAgents, in form and substance satisfactory to the Administrative AgentAgents.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 1998. (b) The Borrower There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have paid all fees and other amounts due and payablebeen no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of J. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form of Exhibit I hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request. (f) The Company shall have terminated the commitments, and substance paid in full all Debt, interest, fees and other amounts outstanding, under (i) the $750,000,000 Credit Agreement dated as of June 30, 1995 (the "$750,000,000 Credit Agreement") among the Company, the lenders and arrangers parties thereto and Citibank, as administrative agent, (ii) the $900,000,000 364 Day Backstop Credit Agreement dated as of October 9, 1998 (the "Backstop Credit Agreement") among the Borrower, as borrower, the lenders and arrangers parties thereto and Citibank, as administrative agent, and (iii) the $1,325,000,000 Credit Agreement dated as of April 15, 1997 (the "Honeywell Credit Agreement") among Honeywell Inc., as borrower, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as documentation agent, Citicorp USA, Inc., as syndication agent, Chase Securities Inc. and J.P. ▇▇▇▇▇▇ Securities Inc., as co-arrangers, and The Chase Manhattan Bank, as administrative agent, and each of the Lenders that is a party to each such credit facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the $750,000,000 Credit Agreement, Section 2.05 of the Backstop Credit Agreement and Section 2.12 of the Honeywell Credit Agreement, respectively, relating to the termination of commitments thereunder. (g) All of the conditions precedent to the Merger Agreement (or as amended in a manner satisfactory to the Administrative AgentLenders) shall have been satisfied, including, without limitation, expiration or termination of the applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and receipt of all applicable approvals, and the merger contemplated thereby shall have been effected.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.04. Sections 2.01 and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 2004, except as disclosed in the Interim Financial Statements. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Subsidiaries as they shall have requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower Company shall have notified the Agent, who will promptly notify each Lender and the Administrative Agent Lender, in writing as to the proposed Effective Date. (bf) The Borrower Company shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and, (ii) no No event has occurred and is continuing that constitutes a Default, and (iii) The Company has terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding under (A) the 364-Day Revolving Credit Agreement dated as of March 11, 2005 among the Company, the lenders parties thereto and Citibank, N.A., as agent, and (B) the Five Year Revolving Credit Agreement dated as of May 29, 2001 among the Company, the lenders parties thereto and Citibank, N.A., as agent. By execution of this Agreement, each of the Lenders that is a lender under the credit agreement referred to in clause (iii) above hereby waives the requirement set forth in Section 2.06 of each such credit agreement of three business days' prior notice to the termination of their commitments thereunder. (eh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors Company approving the Guaranty and the Indemnity AgreementLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementLoan Documents. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, the Notes and the Indemnity Agreement Loan Documents and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of each of Jane G. Davis, Vice President, Secretary and General Counse▇ ▇▇ ▇▇▇ ▇▇▇▇▇ower, ▇▇▇▇▇ and Miles & ▇▇▇▇▇Stockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit G D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (ixv) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under (i) the $200,000,000 364-Day Credit Agreement dated as of March 11, 2005 among the Borrower, the lenders parties thereto and Citibank, N.A., as administrative agent, and (ii) the $400,000,000 Five Year Credit Agreement dated as of May 29, 2001 among the Borrower, the lenders parties thereto and Citibank, N.A., as administrative agent. Each of the Lenders that is a party to the either of the above described credit agreements, by execution hereof, hereby waives the requirement of prior notice to the termination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.02.04. Sections 2.01 2.01, 2.03 and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have occurred no Material Adverse Change since December 31, 1997. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting Paxar or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to adversely affect the Facilities or the consummation of the transactions contemplated hereby. (c) All governmental and third party consents and approvals necessary in connection with the Facilities and the other transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) Paxar shall have notified each Lender Party and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower Paxar shall have paid all accrued fees and other amounts due expenses of the Administrative Agent and payablethe Lender Parties (including the accrued fees and expenses of counsel to the Administrative Agent). (cf) The Borrower Paxar shall have repaid all outstanding advances received Net Cash Proceeds from the issuance of the Senior Notes of at least $149,000,000 and shall have paid all other amounts payable applied such Net Cash Proceeds first, to prepay in full the "Term Advances" under each of the Existing Credit Facilities Agreement and second, to prepay the commitments "Revolving Credit Advances" under each such the Existing Credit Facility shall have been terminatedAgreement. (dg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the BorrowerPaxar, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default.. 44 39 (eh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender Party: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of Paxar and each of the Guarantors other Loan Party certifying the names and true signatures of the officers of Paxar and such Guarantor other Loan Party authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (viiii) A certificate copy of the Secretary or an Assistant charter of Paxar and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the Effective Date) by the Secretary of the Borrower certifying the names and true signatures State of the officers jurisdiction of the Borrower authorized to sign this Agreement, the Notes its incorporation as being a true and the Indemnity Agreement and the other documents to be delivered hereundercorrect copy thereof. (viiiiii) A favorable opinion consent executed by each of ▇▇▇▇▇the Loan Parties (other than Paxar) to the amendment and restatement of the Existing Credit Agreement, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for in form and substance reasonably satisfactory to the Borrower, substantially in the form of Exhibit G heretoAdministrative Agent. (ixiv) A favorable opinion of Shearman & Sterling, counsel for the Administrative AgentCertificates, in form and substance satisfactory to the Lender Parties, attesting to the Solvency of each Loan Party after giving effect to the Transaction and the other transactions contemplated hereby, from its chief financial officer. (v) A favorable opinion of Snow Beck▇▇ ▇▇▇u▇▇ ▇.▇., counsel for Paxar, substantially in the form of Exhibit F-1 hereto and as to such other matters as any Lender Party through the Administrative AgentAgent may reasonably request. (i) The Existing Credit Agreement shall have been terminated and all amounts due and owing under the Existing Credit Agreement shall have been paid in full in cash.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.04. Sections 2.01 and 2.03 2.04 of this Agreement shall become effective on and as of the first date prior to March 31, 2006 (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower Administrative Agent shall have notified each Lender received, for the benefit of the lenders under the Existing 5-Year Revolving Credit Facility, all accrued interest and fees, including any facility fees, utilization fees and letter of credit fees, due and payable under the Administrative Agent in writing Existing 5-Year Revolving Credit Facility as to of the proposed Effective Closing Date. (b) The Borrower shall have paid all fees effectiveness, substantially concurrently with the effective of this Agreement, of (i) the $1,200,000,000 credit facility to be arranged by the Global Coordinators for CenterPoint Energy, Inc. and other amounts due and payable(ii) the $300,000,000 credit facility to be arranged by the Global Coordinators for CenterPoint Energy Houston Electric, LLC. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Lenders and the commitments Administrative Agent (including the accrued fees and expenses of counsel to the Administrative Agent) and taxes, if any, due and payable hereunder and under each such Existing Credit Facility shall have been terminatedthe Fee Letter. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and (ii) no event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement")Notes, duly executed by the Borrower and made payable to the order of each of the GuarantorsLender who has requested a Note, pursuant to Section 2.21(a). (ivii) Certified copies of the (A) resolutions of the board of directors of the Borrower approving this Agreement, Agreement and the Notes and the Indemnity Agreement(if any), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, Agreement and the Notes (if any) and (B) certificate of incorporation and bylaws of the Indemnity AgreementBorrower (such certificate, duly executed by an authorized officer of the Borrower, shall state that such resolutions, certificate of incorporation and bylaws are in full force and effect as of the Effective Date). (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement (if any) and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇Baker Botts LLP, counsel for the Borrower, substantially in form and su▇▇▇▇▇c▇ ▇▇▇isfactory to the form of Exhibit G hereto.Administrative Agent. CERC 5-Year Revolving Credit Agreement (ixv) A favorable opinion of Shearman & Sterling, the in-house counsel for of the Administrative AgentBorrower, in form and substance satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received from the Borrower such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Dateoccurred no Material Adverse Change since December 31, 1997. (b) The Borrower There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have paid all fees and other amounts due and payablebeen no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) The Borrower shall have repaid all outstanding advances and Company shall have paid all other amounts payable under each accrued fees and expenses of the Existing Credit Facilities Agent and the commitments under each such Existing Credit Facility shall have been terminatedLenders in respect of this Agreement. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) The Revolving Credit Notes of the Company to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.17. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower Company approving this Agreement, Agreement and the Notes and of the Indemnity AgreementCompany, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity Agreementsuch Notes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, Agreement and the Notes and of the Indemnity Agreement Company and the other documents to be delivered hereunder. (viiiiv) Authenticated copies of the Certificate of Incorporation and By-Laws of the Company. (v) A favorable opinion of J. Edward Smith, Senior Counsel of the Company, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrower, substantially lly in the form of Exhibit G heretohereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form and substance satisfactory to of Exhibit I hereto. (vii) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.0. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby. (b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (bd) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (de) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date; andDate (except any representation that speaks as of a specified prior date), (ii) no No event has occurred and is continuing that constitutes a Default, and (iii) To the best of such officer's knowledge, since December 31, 2003, there shall not have occurred a material adverse change in the assets, business, financial condition, operations or prospects of the Borrower and its Subsidiaries taken as a whole. (ef) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.15. (ii) A guaranty, pledge agreement in substantially the form of Exhibit E D hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Pledge Agreement"), duly executed by the Borrower, together with: (A) A duly executed Control Agreement executed by the Borrower and each of Mellon Bank, N.A., and (B) evidence that all other action that the GuarantorsAgent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken. (iviii) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity AgreementLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity AgreementLoan Documents. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement Loan Documents and the other documents to be delivered hereunder. (viiiv) A favorable opinion of ▇▇▇▇▇, ▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, New York counsel for the Borrower and a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Bermuda counsel for the Borrower, substantially in the form of Exhibit G heretoE-1 and E-2, respectively, hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vii) A copy of the unaudited consolidated balance sheets of the Borrower and its Subsidiaries, as of December 31, 2003 and the related consolidated statements of income and cash flows for the Fiscal Year then ended, all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) and the related consolidating balance sheets and income statements for such period, accompanied by the certification of the chief executive officer, chief financial officer, treasurer or controller of the Borrower that all such financial statements are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments) the consolidated results of operations and cash flows of the Borrower as at the end of such Fiscal Year and for the period then ended. (g) The Borrower shall have terminated the commitments, and arranged, contemporaneously with the initial Borrowing under this Agreement, to have paid in full all Debt, interest, fees and other amounts outstanding, under the Existing Credit Agreement and each of the Lenders that is party to such credit facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.04 of said Credit Agreement relating to the termination of commitments thereunder. Conditions Precedent to Each Borrowing, Commitment Increase and Extension Date. The obligation of each Lender to make an Advance on the occasion of each Borrowing, each Commitment Increase and each extension of Commitments pursuant to Section 2.18 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing, the applicable Increase Date or the applicable Extension Date (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing, the request for Commitment Increase or the request for Commitment extension shall constitute a representation and warranty by the Borrower that on the date of such Borrowing , Increase Date or Extension Date such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects on and as of such date (except any representation that speaks as of a specified prior date), before and after giving effect to such Borrowing and to the application of proceeds therefrom or from such Commitment Increase or Extension Date, as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom or from such Commitment Increase or Extension Date, that constitutes a Default; and (b) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request. Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since June 30, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Guarantor or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of the Borrower approving this Agreement, the Notes Agreement and the Indemnity Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iii) Certified copies of the resolutions of the Board of Directors of the Guarantor approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity other documents to be delivered by it hereunder. (v) A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign this Agreement and the other documents to be delivered by it hereunder. (viiivi) A favorable opinion of ▇▇▇▇▇, ▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the BorrowerBorrower and the Guarantor, substantially in the form of Exhibit G heretoD hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The Borrower shall have terminated the commitments of the lenders, and repaid or prepaid all outstanding obligations under, the $100,000,000 Five-Year Credit Agreement dated as of June 1, 1994, as amended, among the Borrower, the banks parties thereto and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as agent, and each of the Lenders that is a party to such Five-Year Credit Agreement hereby waives the requirement of Section 2.09(i) of such Five-Year Credit Agreement to the extent that such provision requires three days notice to terminate the commitments of the lenders under such Five-Year Credit Agreement.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no material adverse change in the properties, business, profits or condition (financial or otherwise) of the Borrower or of the Borrower and its Subsidiaries taken as a whole since October 25, 1998. (b) Except as set forth under the heading "Legal Proceedings" in the Borrower's 1998 Form 10-K, there shall exist no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official (i) in which there is a reasonable possibility of an adverse determination which would have a Material Adverse Effect, or (ii) which in any manner draws into question the validity of this Agreement or the Notes. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower shall have paid all accrued fees and other amounts due expenses of the Agent and payablethe Lenders (including the accrued fees and expenses of counsel to the Agent) as agreed separately in writing by the parties to such agreement. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.16. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the general resolutions of the board Board of directors Directors of the Borrower approving which authorize the Borrower to enter into this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, Agreement and the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of the Managing Director, Legal Affairs or of the Vice President, Legal Affairs and Intellectual Property of the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ L.L.P., counsel for the Borrower, substantially in the form of Exhibit G heretoE hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (vii) Evidence of the termination of the "Commitments" under the 364-Day Credit Agreement dated as of March 13, 1998 among the Borrower, the banks parties thereto, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as documentation agent and administrative agent, and Citicorp Securities, Inc., as syndication agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (b) The Borrower shall have paid all fees and other amounts due and payable. (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (d) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; and (ii) no event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and the Indemnity Agreement and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viii) A favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit G hereto. (ix) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.02.04. Sections 2.01 2.01, 2.03 and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) The Borrower There shall have occurred no Material Adverse Change since December 31, 2001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting Paxar or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to adversely affect the Facilities or the consummation of the transactions contemplated hereby. (c) All governmental and third party consents and approvals necessary in connection with the Facilities and the other transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) Paxar shall have notified each Lender Party and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower Paxar shall have paid all accrued fees and other amounts due expenses of the Administrative Agent and payablethe Lender Parties (including the accrued fees and expenses of counsel to the Administrative Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Borrower, Paxar dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender Party: (i) The Revolving Credit Notes to the order of the Lenders, respectively. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement, the Notes and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Indemnity Agreement. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (vi) A certificate of the Secretary or an Assistant Secretary of Paxar and each of the Guarantors other Loan Party certifying the names and true signatures of the officers of Paxar and such Guarantor other Loan Party authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (viiii) A certificate copy of the Secretary or an Assistant charter of Paxar and each amendment thereto, certified (as of a date reasonably near the Effective Date) by the Secretary of the Borrower certifying the names and true signatures State of the officers jurisdiction of its incorporation as being a true and correct copy thereof. (iii) A consent executed by Paxar Capital to the amendment and restatement of the Borrower authorized to sign this Existing Credit Agreement, in form and substance reasonably satisfactory to the Notes Administrative Agent. (iv) Certificates, in form and substance satisfactory to the Indemnity Agreement Lender Parties, attesting to the Solvency of each Loan Party after giving effect to the Transaction and the other documents to be delivered hereundertransactions contemplated hereby, from its chief financial officer. (viiiv) A favorable opinion of ▇▇▇▇▇, ▇ ▇▇▇▇▇ & . ▇▇▇▇▇, Esq., in-house counsel for the BorrowerPaxar, substantially in the form of Exhibit G heretoF-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (ixvi) A favorable opinion of Shearman & SterlingSnow ▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C., counsel for the Administrative AgentPaxar, in form inform and substance satisfactory to the Administrative Agent. (vii) Evidence satisfactory to the Administrative Agent of termination of the Letter of Credit Agreement dated as of August 1, 1999 by and between Paxar and SunTrust. (viii) A Guaranty Supplement in substantially the form of Exhibit A to the Subsidiary Guaranty duly executed by each of Monarch, PIHI, USL and Independent Machine.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.02.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 2002. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrowers or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (be) The Borrower Company shall have paid (i) to the Agent for the account of each Lender the upfront fees as agreed prior to the Effective Date by the Company and the Lenders and (ii) all accrued fees and other amounts due expenses of the Agent (including the billed fees and payableexpenses of counsel to the Agent). (c) The Borrower shall have repaid all outstanding advances and shall have paid all other amounts payable under each of the Existing Credit Facilities and the commitments under each such Existing Credit Facility shall have been terminated. (df) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each of the BorrowerBorrowers, dated the Effective Date, stating that: (i) the The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date; , and (ii) no No event has occurred and is continuing that constitutes a Default. (eg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders, respectivelyLenders to the extent requested by any Lender pursuant to Section 2.15. (ii) A guaranty, in substantially the form of Exhibit E hereto (as amended, supplemented or otherwise modified from time to time, the "Guaranty"), duly executed by each of the Guarantors. (iii) An indemnity, subrogation and contribution agreement, in substantially the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Indemnity Agreement"), duly executed by the Borrower and each of the Guarantors. (iv) Certified copies of the resolutions of the board Board of directors Directors of each of the Borrower Borrowers approving this Agreement, the Notes Agreement and the Indemnity AgreementNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Agreement and the Indemnity AgreementNotes. (v) Certified copies of the resolutions of the board of directors of each of the Guarantors approving the Guaranty and the Indemnity Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty and the Indemnity Agreement. (viiii) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors Borrower certifying the names and true signatures of the officers of such Guarantor Borrower authorized to sign the Guaranty this Agreement and the Indemnity Agreement Notes and the other documents to be delivered hereunder. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Indemnity Agreement and the other documents to be delivered hereunder. (viiiiv) A favorable opinion of Morgan, Lewis & Bockius LLP, counsel for the Borrowers, sub▇▇▇▇▇, ▇▇▇▇▇ & ▇▇ th▇ ▇▇▇▇ of Exhibit D-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of Robert A. Lonergan, General Counsel of the Company, substan▇▇▇▇▇, counsel for the Borrower, substantially in the form ▇ ▇▇ ▇▇▇ ▇▇▇▇ of Exhibit G heretoD-2 hereto and as to such other matters as any Lender through the Agent may reasonably request. (ixvi) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The Company shall have terminated all outstanding commitments of lenders and paid in full all outstanding debt under the 5-Year Credit Agreement dated as of May 6, 1999 among the Company, the lenders parties thereto and Citibank, as administrative agent. By execution of this Agreement, each of the Lenders that is a lender under such credit agreement hereby waives any requirement set forth in such credit agreement of prior notice to the termination of its commitment thereunder.