8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 15, 2008

GARDNER DENVER, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-13215	76-0419383
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification
Incorporation)		No.)

1800 Gardner Expressway
Quincy, Illinois 62305
(Address of Principal Executive Offices and Zip Code)

(217) 222-5400
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 1.02. Termination of a Material Definitive Agreement.

     On October 15, 2008, Gardner Denver, Inc., a Delaware corporation (the “Company”), retired the outstanding balances under its revolving credit and term loan facilities and terminated each of the facilities. The Company used funds borrowed pursuant to the new credit facilities described in Item 2.03 below to retire the outstanding balances under its former facilities.

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On October 20, 2008, the Company completed its previously-announced acquisition of CompAir Holdings Limited (“CompAir”), a leading global manufacturer of compressed air and gas solutions. The terms of the acquisition place the total transaction value, net of cash acquired, at £200.6 million, which was paid through a combination of cash payments to the CompAir shareholders, the repayment of certain outstanding debt and the assumption of CompAir’s other net debt.

     CompAir, headquartered in Redditch, U.K., manufactures an extensive range of products, including oil-injected and oil-free rotary screw compressors, piston compressors, portable rotary screw compressors, rotary vane compressors and high pressure reciprocating compressors. These products are used in, among other things, oil and gas exploration, mining and construction, power plants, general industrial applications, OEM applications such as snow-making and mass transit, compressed natural gas, industrial gases and breathing air, and in naval, marine and defense market segments.

     CompAir serves a diversified, global customer base of distributors, OEMs, end users and engineered system customers. CompAir addresses its global markets through a network of wholly-owned sales offices, local sales and service branches, and a number of independent distributors and agents worldwide. Its primary manufacturing facilities are located in Simmern, Germany, Ipswich and Redditch, U.K., Ocala, Florida and Shanghai, China.

     To finance the acquisition, the Company used excess available cash and borrowings under its new credit facilities described in Item 2.03 below.

     The Company effected the acquisition of CompAir pursuant to separate share purchase agreements with each of CompAir’s shareholders. Copies of the share purchase agreements are attached hereto as Exhibits 2.1, 2.2, 2.3, 2.4 and 2.5 and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

Borrowings under New Credit Facilities

     On October 15 and October 16, 2008, the Company borrowed $200 million and £40 million, respectively, pursuant to the revolving credit facility provided under its credit agreement (the “Credit Agreement”) entered into on September 19, 2008 with a syndicate of lenders. This amount was used by the Company in part to retire the outstanding balances under its former revolving credit and term loan facilities as described in Item 1.02 above and, as noted below, in part to pay the cash purchase price in connection with the Company’s acquisition of CompAir as described in Item 2.01 above.

     On October 17, 2008, the Company borrowed $180 million and €120 million pursuant to the term facility under the Credit Agreement. These facilities, together with part of the new revolving credit facility under the Credit Agreement and existing cash, were used to pay the cash purchase price in connection with the Company’s acquisition of CompAir as described in Item 2.01 above and to reduce borrowings under the revolving credit facility.

     As previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2008, the Credit Agreement consists of (i) a

$310.0 million revolving credit facility, (ii) a $180.0 million term loan and (iii) a €120.0 million term loan, each maturing on the fifth anniversary of the revolving loan funding date. In addition, the Credit Agreement provides for a possible increase in the revolving credit facility of up to $200.0 million.

     All borrowings and letters of credit under the Credit Agreement are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

     In addition to the funds borrowed pursuant to the Credit Agreement to finance the CompAir acquisition and to retire the outstanding balances on the Company’s former revolving credit and term loan facilities, the remaining amounts available under the Credit Agreement may be used for working capital and for general corporate purposes.

     The interest rates per annum applicable to loans under the Credit Agreement are, at the Company’s option, either a base rate plus an applicable margin percentage or a Eurocurrency rate plus an applicable margin. The base rate is the greater of (i) the prime rate or (ii) one-half of 1% over the weighted average of rates on overnight federal funds as published by the Federal Reserve Bank of New York. The Eurocurrency rate is LIBOR.

     The initial applicable margin percentage over LIBOR under the Credit Agreement is 2.5% with respect to the term loan and 2.1% with respect to revolving loans, and the initial applicable margin percentage over the base rate is 1.25%. After the Company’s delivery of its financial statements and compliance certificate for each fiscal quarter, the applicable margin percentages will be subject to adjustments based upon the ratio of the Company’s Consolidated Total Debt to Consolidated Adjusted EBITDA (each as defined in the Credit Agreement) being within certain defined ranges.

     The obligations under the Credit Agreement are guaranteed by the Company’s existing and future domestic subsidiaries. The obligations under the Credit Agreement are also secured by a pledge of the capital stock of each of the Company’s existing and future material domestic subsidiaries as well as 65% of the capital stock of each of the Company’s existing and future first-tier material foreign subsidiaries.

     The Credit Agreement includes customary covenants that are substantially similar to those contained in the Company’s former credit facilities. Subject to certain exceptions, these covenants restrict or limit the ability of the Company and its subsidiaries to, among other things: incur liens; engage in mergers, consolidations and sales of assets; incur additional indebtedness; pay dividends and redeem stock; make investments (including loans and advances); enter into transactions with affiliates, make capital expenditures and incur rental obligations. In addition, the Credit Agreement requires the Company to maintain compliance with certain financial ratios on a quarterly basis, including a maximum total leverage ratio test and a minimum interest coverage ratio test. The maximum total leverage ratio test will become more restrictive over time.

     The Credit Agreement contains customary events of default, including upon a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement.

Relationship to Lenders

     With respect to the lenders under the new Credit Agreement, the Company has, may have had or may yet have customary banking relationships based on the provision of a variety of financial services, including investment banking, underwriting, lending, commercial banking and other advisory services.

Credit Agreement

     A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the terms of the Credit Agreement herein is qualified in its entirety by the terms and conditions of the Credit Agreement.

Item 7.01. Regulation FD Disclosure.

     On October 20, 2008, the Company issued a press release announcing that it had completed its acquisition of CompAir. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     The information in this Item 7.01 and the exhibit attached hereto will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
2.1	Share Purchase Agreement dated July 20, 2008 among Gardner Denver, Inc., Nicholas Sanders and certain other individuals named therein, Alchemy Partners (Guernsey) Limited and David Rimmer.
2.2	Share Purchase Agreement dated July 20, 2008 between Gardner Denver, Inc. and Invensys International Holdings Limited.
2.3	Share Purchase Agreement dated July 20, 2008 between Gardner Denver, Inc. and David Fisher.
2.4	Share Purchase Agreement dated July 20 between Gardner Denver, Inc. and John Edmunds.
2.5	Share Purchase Agreement dated July 20, 2008 between Gardner Denver, Inc. and Robert Dutnall.
10.1	Credit Agreement dated September 19, 2008 between Gardner Denver, Inc., Gardner Denver Holdings GmbH & Co. KG, GD First (UK) Limited, JPMorgan Chase Bank, N.A., individually and as LC Issuer, Swing Line Lender and as Agent for the Lenders, Bank of America, N.A., individually and as Syndication Agent, Mizuho Corporate Bank Ltd. and U.S. Bank, National Association, individually and as Documentation Agents, and the other Lenders named therein.
99.1	Press release issued October 20, 2008.

SIGNATURES

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

Dated: October 20, 2008	GARDNER DENVER, INC.
	By /s/ Diana C. Toman
		Diana C. Toman
		Senior Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1	Share Purchase Agreement dated July 20, 2008 among Gardner Denver, Inc., Nicholas Sanders and certain other individuals named therein, Alchemy Partners (Guernsey) Limited and David Rimmer.
2.2	Share Purchase Agreement dated July 20, 2008 between Gardner Denver, Inc. and Invensys International Holdings Limited.
2.3	Share Purchase Agreement dated July 20, 2008 between Gardner Denver, Inc. and David Fisher.
2.4	Share Purchase Agreement dated July 20 between Gardner Denver, Inc. and John Edmunds.
2.5	Share Purchase Agreement dated July 20, 2008 between Gardner Denver, Inc. and Robert Dutnall.
10.1	Credit Agreement dated September 19, 2008 between Gardner Denver, Inc., Gardner Denver Holdings GmbH & Co. KG, GD First (UK) Limited, JPMorgan Chase Bank, N.A., individually and as LC Issuer, Swing Line Lender and as Agent for the Lenders, Bank of America, N.A., individually and as Syndication Agent, Mizuho Corporate Bank Ltd. and U.S. Bank, National Association, individually and as Documentation Agents, and the other Lenders named therein.
99.1	Press release issued October 20, 2008.

EX-2.1

Exhibit 2.1

DATE 20 July  2008

NICHOLAS SANDERS AND OTHERS

ALCHEMY PARTNERS (GUERNSEY) LIMITED

DAVID RIMMER

GARDNER DENVER, INC.

SHARE PURCHASE AGREEMENT

relating to the acquisition of
shares in CompAir Holdings Limited

Macfarlanes LLP
20 Cursitor Street
London EC4A 1LT

CONTENTS

Clause		Page
1	Definitions, interpretation and third party rights		1
2	Conditions		11
3	Sale and purchase		13
4	Consideration		13
5	Period before Completion		14
6	Completion		15
7	Vendors’ Warranties		16
8	Managers’ Warranties and undertakings		16
9	Restrictions on the Managers		18
10	Purchaser Warranties, covenants and undertakings		19
11	Release by and authority of the Vendors		20
12	No Leakage		21
13	Confidentiality and announcements		21
14	Assignment		22
15	General		22
16	Notices		24
17	Governing law and jurisdiction		24
Schedules
1	The Vendors
2	The Company
3	The Subsidiaries
4	Completion obligations of the Vendors
5	Part 1: Vendors’ Warranties
	Part 2: Purchaser Warranties
	Part 3: Managers’ Warranties
	Part 3A: Non-Taxation Warranties
	Part 3B: Taxation Warranties
6	Limitations on Liability
7	Pre-Completion Covenants
List of Agreed Form Documents
A1 to A2	Letters of Resignation
B	Board Minutes
C	Data Room Index
D	Announcement
E	GMAC Deed of Release
F	Conference Call Agenda
G	Minority Share Purchase Agreements
H	Schedule of Bonus Payments
I	Letter

SHARE PURCHASE AGREEMENT

DATE 20 July 2008

PARTIES

1	THE PERSONS whose names and addresses are set out in Schedule 1 (the “Managers” and each a “Manager”)
2	ALCHEMY PARTNERS (GUERNSEY) LIMITED a company incorporated in Guernsey (registered number 32060) whose registered office is at P.O. Box 255, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL “Alchemy”)
3	DAVID RIMMER, an individual residing at Ridgefield, 23 Newport Road, Eccleshall, Staffordshire ST21 6BE
4	GARDNER DENVER, INC. (a company incorporated in Delaware, the United States of America) whose principal place of business is at 1800 Gardner Expressway, Quincy, IL 62305, the United States of America (“the Purchaser”)

INTRODUCTION

A	The Company is a private company limited by shares. Details of the Company are set out in Schedule 2.
B	The Vendors have agreed to sell and the Purchaser has agreed to buy the Shares (other than the Minority Shares) on the terms and subject to the conditions of this Agreement.
C	The Minority Shareholders have agreed to sell and the Purchaser has agreed to buy the Minority Shares on the terms and subject to the conditions of the Minority Share Purchase Agreements.

AGREEMENT

1	Definitions, interpretation and third party rights
1.1	The Schedules form part of this Agreement and have the same force and effect as if set out in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.2	In this Agreement, the following words and expressions have the following meanings:
	the Accounts: the audited consolidated accounts of the Company and the Subsidiaries for the accounting reference period which ended on the Accounts Date (comprising a consolidated balance sheet and consolidated profit and loss account, notes and directors’ and auditors’ reports);
	the Accounts Date: 31 March 2008;
	Affiliate: means:

(a)	in the case of a person which is a body corporate, any subsidiary or parent company of that person and any subsidiary of such parent company, in each case from time to time;
(b)	in the case of a person who is an individual, any spouse and/or lineal descendants by blood or adoption or any person or persons acting in its or their capacity as trustees or trustees of a trust of which such individual is the settler;
(c)	in the case of a person which is a limited partnership, the partners of the person or their nominees or a nominee or trustee for the person, or any investors in a fund which holds interests, directly or indirectly, in the limited partnership; and
(d)	any Affiliate of any person in paragraphs (a) to (c) above;

the Agreed Form: the form agreed between and signed by or on behalf of the Vendors and the Purchaser;

Alchemy Loan Note Instrument: the deed poll dated 4 July 2002 constituting £63,067,572 Discounted Unsecured Loan Notes 30 June 2008 executed by CompAir Finance Limited;

Alchemy Loan Notes: the £34,641,404 in nominal amount of deep discount bonds issued at a discount by CompAir Finance Limited to Alchemy which remain outstanding under the Alchemy Loan Note Instrument;

Alchemy Loan Note Consideration: the sum referred to in Clause 4.2, being an amount equal to the redemption amount of the Alchemy Loan Notes, including accrued but unpaid interest thereon, as at the Completion Date;

Alchemy Investment Plan: the series of limited partnerships known as the “Alchemy Investment Plan”, of which Alchemy is the general partner, formed to permit investors to participate in investments in equity, and of an equity nature, in leveraged and management buy-outs and buy-ins and development capital;

Bonus Arrangements: the bonus arrangements between the Target Group and certain employees of the Target Group as set out in the schedule of bonus payments in the Agreed Form marked “H”;

Business Day: any day other than a Saturday, Sunday or any other day which is a public holiday in England;

CA 1985: the Companies Act 1985, as amended;

CA 2006: the Companies Act 2006, as amended;

CAA: Capital Allowances Act 2001;

CompAir UK: CompAir UK Limited, a Subsidiary of the Company;

the Company: CompAir Holdings Limited, details of which are set out in Schedule 2;

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the Companies Acts: the CA 1985, the Companies Consolidation (Consequential Provisions) Act 1985, the Companies Act 1989, the CA 2006 and Part V of the Criminal Justice Act 1993;

Completion: completion of the sale and purchase of the Shares in accordance with this Agreement;

the Completion Date: the third Business Day following the date on which the last of the conditions specified in Clauses 2.1.1 to 2.1.4 is satisfied;

Computer Systems: all computer hardware, Software, microprocessors and any other items that connect with any of them which in each case are used in any member of the Target Group’s business or are in the possession of any member of the Target Group;

Confidential Information: all information not in the public domain, which a Vendor shall have received or obtained at any time by reason of or in connection with his relationship with the Company or any of the Subsidiaries including: customer/client lists, financial projections, financial and operating results, target details and accounts; fee levels, pricing policies, commissions and commission charges; budgets, forecasts, reports, records and corporate and business plans; planned products and services; and research reports and market share and pricing statistics;

Customer: means any person, firm, company or other organisation whatsoever to whom a member of the Target Group has supplied goods or services.

Data Room: the Project Cayenne virtual data room, the contents of which are contained on the duplicate CD Rom discs (containing images of all the documents contained in the virtual data room) which have been provided by the Vendors to the Purchaser and its advisers prior to the date of this Agreement (such documents being listed in the data room index in the Agreed Form marked “C”);

the Disclosure Letter: the disclosure letter dated the date of this Agreement from the Managers to the Purchaser, making certain disclosures against the Managers’ Warranties;

Due Diligence Reports: (i) the financial, commercial, tax, operations and pensions due diligence report on the Target Group prepared by KPMG LLP dated 30 May 2008; (ii) the environmental reports prepared by ENVIRON in respect of the Target Group dated May 2008; and (iii) the environmental due diligence report prepared by Macfarlanes in respect of the Target Group dated 30 May 2008, in each case addressed to the Purchaser;

EHS Law: all applicable law (whether criminal, civil or administrative), common law, judgment, court order, statute, statutory instrument, regulation, directive, by-law, treaty and statutory guidance notes in force and binding on the relevant company as at the date of this Agreement and which relates to EHS Matters but excluding any of the foregoing in relation to town and country planning;

EHS Matters: includes any of the following:

(a) pollution, contamination or protection of the Environment;

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(b)	the production, generation, manufacture, processing, handling, keeping, possession, presence, storage, distribution, use (including as a building material), treatment, supply, receipt, sale, purchase, removal, transport, importation, exportation, disposal, release, spillage, deposit, escape, discharge, leak, emission, leaching or migration of any Hazardous Substance;
(c)	exposure of any human or any other living organism to any Hazardous Substance;
(d)	the creation of any noise odour, vibration, radiation, common law or statutory nuisance or other impact on the Environment;
(e)	waste electrical and electronic equipment and/or the restriction on the use of certain hazardous substances in electrical and electronic equipment; and/or
(f)	packaging, materials used in the manufacture of packaging (including raw materials and processed materials prior to their conversion into packaging) and packaging waste;

EHS Permits: all or any material permits, consents, licences, approvals, certificates and other authorisations required by EHS Law for either the operation of the business of each member of the Target Group or the use of the Property in both cases as carried on at the date of this Agreement;

Encumbrance: any charge, pledge, mortgage, lien, option, assignment, power of sale, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

Environment: any air (including air within natural or man-made structures above or below ground), water (including territorial, coastal and inland waters, ground water and water in drains and sewers), and land (including surface land, sub-surface land, seabed and river bed under water);

FA: Finance Act;

Facilities Agreement: the facilities agreement between GMAC Commercial Finance Plc, the Company and certain of the Subsidiaries dated 13 October 2006, as amended from time to time;

Group Company: in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;

Hazardous Substance: any matter, whether alone or in combination with any other matter, capable of causing harm to man or any other living organism or damaging to the Environment, including, without limitation, radioactive or toxic matter, ozone depleting substances, asbestos, genetically modified organisms and any substance which is defined as hazardous substance, hazardous material, waste, pollutant or contaminant under any applicable EHS Law;

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HMRC: Her Majesty’s Revenue & Customs and references to HMRC shall be construed to include references to respectively the Inland Revenue and Customs & Excise at any time before the establishment of Her Majesty’s Revenue & Customs;

ICTA: Income and Corporation Taxes Act 1988;

Information Memorandum: the information memorandum on the Company and the Subsidiaries prepared by N M Rothschild & Sons Limited dated 2 May 2008 provided to the Purchaser;

Intellectual Property Rights: patents, design right, copyright, database right, trade marks, know-how and domain names, whether or not any of these are registered and including applications for registration;

ITEPA: Income Tax (Earnings and Pensions) Act 2003;

Leakage: any of the following to the extent that they occur between 31 March 2008 and the Completion Date (both dates inclusive):

(i)	any dividend or distribution (whether in cash, stock or kind, or profits or assets) declared, paid or made by any member of the Target Group to any Vendor or its Affiliates;
(ii)	any redemption or purchase of shares or return of capital by any member of the Target Group other than in respect of shares held by another member of the Target Group;
(iii)	any payments (including management or advisory fees) made or agreed to be made (including without limitation, any payment of interest) by any member of the Target Group to any Vendor or its Affiliates;
(iv)	any assets transferred to any Vendor or its Affiliates by any Member of the Target Group;
(v)	any liabilities assumed, guaranteed, indemnified or incurred for the benefit of any Vendor or its Affiliates by any Member of the Target Group;
(vi)	the waiver by any member of the Target Group of any amount owed to any member of the Target Group by any Vendor or its Affiliates;
(vii)	the payment or incurring by any member of the Target Group of any professional fees costs or expenses directly relating to or arising from the sale of the Shares contemplated by this Agreement (including, without limitation, the fees, costs or expenses payable to NM Rothschild & Sons, KPMG, ENVIRON UK Limited, Merrill Corporation, Macfarlanes LLP and Pinsent Masons LLP); and
(viii)	the payment or incurring of any obligations to pay any exit bonus or other sums to any employee, (other than consultants which would fall within paragraph (vii) above) consultant or officer of the Target Group directly relating to or arising from the sale of Shares contemplated by this Agreement (other than the Bonus Arrangements); and

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(ix) the payment or incurring by any member of the Target Group of any professional fees, costs or expenses directly relating to or arising from the transaction known as Project Lock (except to the extent provided for in paragraph (v) of the definition of Permitted Leakage);

Long Stop Date: 31 December 2008 (or such later date as the parties shall agree);

the Management Accounts: the unaudited management accounts of the Company and the Subsidiaries for the month ended 30 June 2008 (comprising a profit and loss account), a copy of which is annexed to the Disclosure Letter;

Managers’ Representatives: the persons appointed pursuant to Clause 16.4;

the Managers’ Solicitors: Pinsent Masons LLP, of 3 Colmore Circus, Birmingham B4 6BH;

Managers’ Warranties: the Warranties set out in Part 3A and Part 3B of Schedule 5;

Manufacturing Sites: the following sites which have been reviewed as “Manufacturing Sites” in the reports prepared by ENVIRON:

• Simmern, Germany;

• Redditch, UK;

• Ipswich, UK (Landmark Industrial Estate);

• Ocala, USA;

• Dalong, China; and

• Songjiang, China;

Material Contracts: means (i) any contract involving the expenditure by the relevant member of the Target Group of more than £500,000 during the 12 months ending on the date of this Agreement for the purchase of materials, supplies, equipment or services, (ii) any contract under which the Company is obliged to pay or has received an amount in excess of £500,000 during the 12 months ending on the date of this Agreement or £1,000,000 over the lifetime of such contract and (iii) any contract whose termination would result in a material adverse effect on the Company, provided that, in the case of distribution contracts, material shall mean those distribution contracts pursuant to which the Company has received an amount in excess of £350,000 during the 12 months ending on the date of this Agreement;

the Minority Vendor Shares: the shares set opposite the name of each Minority Vendor in column 3 of Schedule 2;

the Minority Vendors: each of Robert Dutnall, David Fisher, John Edmunds and Invensys International Holdings Limited;

Other Share Purchase Agreements: the share purchase agreements entered into by the Purchaser and each of Invensys International Holdings Limited, David Fisher, John Edmunds and Robert Dutnall dated the date of this Agreement;

the Parties: the parties to this Agreement;

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Pension Scheme: each of:

(i)	in the UK, the CompAir UK Limited Group Stakeholder Pension Scheme, the CompAir International Retirement Plan (Jersey), the Standard Life Executive Pension Plan and the CompAir UK Limited Group Life Assurance Scheme;
(ii)	in the USA, the LeROI International Inc. Pension Plan for Union Employees, Sidney, Ohio, USA and the CompAir USA Inc. 401(K) Plan;
(iii)	in Switzerland, the arrangements with Aeberhardt AG;
(iv)	in Germany, the Mahle-Versorgungordnung, the Mannesmann-Leistungsordnung, the Altersteilzeit ATZ (early retirement arrangement) and the benefits provided in accordance with the Essener Verband;
(v)	in South Africa, the CompAir (SA) Pension Fund, the CompAir (SA) Retirement Fund, the Engineering Industries Pension Fund and the CompAir Provident Fund;
(vi)	in Austria, the two spouses’ pensions;
(vii)	in France, the retirement indemnities and the long service awards (Medaille du travail);
(viii)	in Canada, the CompAir Group Registered Retirement Savings Plan;
(ix)	in Australia, the individual Superannuation arrangements;
(x)	in Italy, the Termination Indemnity (TFR); and
(xi)	in the Middle East, the end of service gratuities;

Permitted Leakage:

(i)	all payments of salary, emoluments and bonuses pursuant to the terms of the service contracts between the relevant member of the Target Group and each Manager, copies or details of which have been fairly disclosed in the Data Room;
(ii)	all monitoring fees and director’s fees and expenses paid or payable to Alchemy and Alchemy Partners LLP not exceeding £5,000 in aggregate;
(iii)	all director’s fees and expenses paid or payable to David Rimmer not exceeding an amount equal to £76,522 (excluding expenses and applicable employer’s national insurance contributions) per annum pro rata to the period from 31 March 2008 to 30 June 2008 and an amount equal to £80,042 (excluding expenses and applicable employer’s national insurance contributions) per annum pro rata from 1 July 2008 to Completion in aggregate;
(iv)	the redemption of £5,047,643 in aggregate nominal amount of deep discount bonds under the Alchemy Loan Note Instrument on 23 May 2008 for an aggregate redemption price of £5,000,000; and

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(v) fees and costs of £134,000 incurred by the Target Group in connection with the transaction known as Project Lock and fees and costs of £5,000 paid to Merrill Corporation;

Property: the properties set out in the Data Room, a schedule of which is contained on the CD Rom provided to the Purchaser, and each part of such property, and “Properties” shall be construed accordingly;

Prospective Customer: means any person, firm, company or other organisation with whom a member of the Target Group has had any negotiations or material discussions regarding the possible supply of goods or services by a member of the Target Group;

the Purchaser’s Solicitors: Baker & McKenzie LLP of 100 New Bridge Street, London, EC4V 6JA;

the Purchaser Warranties: the warranties set out in paragraphs 1 and 2 of Part 2 of Schedule 5;

Relevant Percentage: in respect of each Manager shall mean the fraction resulting from the sum of (i) the number of Shares held by him immediately prior to Completion divided by (ii) the number of Shares held by all of the Managers immediately prior to Completion, expressed as a percentage;

the Restricted Business: the business of manufacturing and selling industrial air compressors as carried on by the Company and the Subsidiaries at the Completion Date;

the Restricted Period: in the case of Nick Sanders and Nick Keegan, the period of 12 months from the Completion Date and in the case of each other Manager, 6 months from the Completion Date;

the Restricted Territories:

(a)	the United Kingdom;
(b)	any other country in which the Company or any of the Subsidiaries is incorporated or has a branch as at Completion; and
(c)	any country in which the Target Group derived revenue of more than £500,000 in the 2 years preceding Completion.

Senior Debt: any amounts outstanding or due under the Facilities Agreement;

the Senior Debt Repayment Amount: an amount equal to the amount of the Senior Debt as at the Completion Date, which amount shall be notified to the Purchaser by the Vendors not less than one Business Day prior to the Completion Date;

the Share Consideration: the sum calculated pursuant to in Clause 4.1;

the Shares: the Vendor Shares and the Minority Vendor Shares;

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Software: any form of computer program, including applications software and operating systems, whether in source or object code form;

the Subsidiaries: all of the subsidiaries of the Company details of each of which are set out in Schedule 3;

Target Group: the Company and each of the Subsidiaries and “member of the Target Group” shall be construed accordingly;

Tax or Taxation: includes (without limitation) all taxes, duties, levies, imposts, withholdings, social security contributions, deductions or amounts in the nature of taxation, whenever and by whatever authority imposed, irrespective of the person against or to whom the same are directly or primarily chargeable, together with all interest, fines, penalties, surcharges, imposed pursuant to any legislation relating thereto;

Taxation Authority: any person, body, institution or authority, whether of the United Kingdom or elsewhere, competent to impose, assess, administer or collect taxation;

a third party: any person other than the Parties;

VAT: value added tax and any equivalent tax on sales or turnover and any tax supplementing or replacing the same;

VATA: Value Added Tax Act 1994;

the Vendors: together the Managers, David Rimmer and Alchemy;

the Vendor Share Consideration: the sum (including accrued interest thereon) referred to in Clause 4.1;

the Vendor Shares: the shares set opposite the name of each Vendor in column 3 of Schedule 2;

the Vendors’ Solicitors: Macfarlanes LLP of 20 Cursitor Street, London, EC4A 1LT;

Vendors’ Solicitor’s Account: the client account of the Vendors’ Solicitors with the Royal Bank of Scotland plc, City Office, 62/63 Threadneedle Street, London EC2R 8LA (Macfarlanes LLP Client No 1 Account, Account No: 15388776; Sort Code 15-10-00); and

the Vendors’ Warranties: the warranties set out in Part 1 of Schedule 5.

1.3	In this Agreement (unless the context requires otherwise):
1.3.1	words and expressions which are defined in the Companies Acts have the same meanings as are given to them in the Companies Acts;
1.3.2	any reference to an SSAP is to a Statement of Standard Accounting Practice adopted by the Accounting Standards Board in the United Kingdom and shall be construed as including a reference to:

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1.3.2.1

any Financial Reporting Standard issued by the Accounting Standards Board in the United Kingdom to amend, withdraw or supersede such SSAP and any reference to an FRS is to a Financial Reporting Standard issued by the Accounting Standards Board in the United Kingdom; and

1.3.2.2

any Urgent Issues Task Force abstracts or Statement of Recommended Practice issued by the Accounting Standards Board in the United Kingdom to advise on and clarify the interpretation of SSAPs and FRSs and any reference to an UITF abstract is to an Urgent Issues Task Force abstract issued by the Accounting Standards Board in the United Kingdom or any committee of it or body recognised by it, and to the extent that any member of the Target Group is not required to comply with the foregoing the relevant accounting standards applicable to that member of the Target Group;

1.3.3 any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context requires otherwise) be construed as referring to:

1.3.3.1	such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
1.3.3.2	any former legislation which it re-enacts, consolidates or enacts in rewritten form;

	provided that in the case of those matters which fall within sub-Clauses 1.3.3.1 and 1.3.3.2 above, as between the Parties, no such amendment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;
1.3.4	any reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term
1.3.5	where it is necessary to determine whether a monetary limit or threshold set out in this Agreement has been reached or exceeded (as the case may be) and the value of the relevant claim or any of the relevant claims is expressed in a currency other than pounds sterling, the value of each such claim shall be translated into pounds sterling at the prevailing exchange rate applicable to that amount of that non-sterling currency by reference to middle-market rates quoted by The Royal Bank of Scotland plc immediately before close of business in London on the date of receipt by the relevant person(s) of written notification from the Purchaser in accordance with this Agreement of the existence of such claim, or if such day is not a Business Day, on the Business Day immediately preceding such day;

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1.3.6	any gender or the neuter shall be deemed to be a reference to both genders and the neuter;
1.3.7	any reference to a “person” includes a natural person, partnership, company, body corporate, association, organisation, government, state, foundation and trust (in each case whether or not having separate legal personality);
1.3.8	any reference to the Introduction, a Clause or Schedule is to the Introduction, a Clause or Schedule (as the case may be) of or to this Agreement;
1.3.9	any reference to any other document is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time;
1.3.10	“directly or indirectly” means either alone or jointly with any other person and whether on his own account or in partnership with another or others or as the holder of any interest in or as officer, employee or agent of or consultant to any other person; and
1.3.11	any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4	The Index and Clause headings in this Agreement are included for convenience only and do not affect the interpretation of this Agreement.
1.5	The Parties agree that save where expressly stated in this Agreement:
1.5.1	no term of this Agreement shall be enforceable by a third party;
1.5.2	a person who is the permitted successor to or assignee of the rights of a Party is deemed to be a party to this Agreement and the rights of such successor or assignee shall, subject to and upon any succession or assignment permitted by this Agreement, be regulated by the terms of this Agreement; and
1.5.3	notwithstanding that any term of this Agreement may become enforceable by a third party, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled, rescinded or terminated by agreement in writing between the Parties without the consent of any such third party.
2	Conditions
2.1	Completion shall be conditional upon:
2.1.1	insofar as the transaction contemplated in the Agreement (the “Transaction”) constitutes a notifiable event under the relevant national legislation of Germany, Poland and the Republic of South Africa, approvals from the competent anti-trust authorities of Germany, Poland and the Republic of South Africa (the “National Antitrust Authorities”) having been obtained in terms reasonably satisfactory to the Parties or any applicable waiting and other time periods (including any extension thereof) under any applicable legislation of any jurisdiction having lapsed or been terminated as appropriate;

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2.1.2	insofar as the Transaction requires any consent relating to a change of control of the Target Group from the French Ministry of Economy, Industry and Employment (the “Ministry”) such consent having been obtained on terms reasonably satisfactory to the Parties;
2.1.3	in respect of the Cuban sales office:
2.1.3.1	termination of the lease of the premises in Cuba used by the Cuban sales office;
2.1.3.2	termination of any contracts for services, engagement or employment in respect of those persons based in Cuba who provide services to or are engaged or employed by the Cuban sales office;
2.1.3.3	disposal of any assets held in the name of the Cuban sales office;
2.1.3.4	notification to the relevant counterparty who is based in Cuba by the relevant member of the Target Group of the fact that it will not be performing its obligations under any commercial contracts with such counterparty where the relevant member of the Target Group does not reasonably believe that it will be able to fulfil its delivery of product obligations or purchase obligations prior to 31 August 2008 or has not in fact fulfilled its delivery of product obligations or purchase obligations prior to 31 August 2008; and
2.1.3.5	delivery of a notice to the relevant authorities of the intention to de-register;
2.1.4	notification to the relevant counterparty who is based in Iran by the relevant member of the Target Group of the fact that it will not be performing its obligations under any commercial contracts with such counterparty where the relevant member of the Target Group does not reasonably believe that it will be able to fulfil its delivery of product obligations or purchase obligations prior to 31 August 2008 or has not in fact fulfilled its delivery of product obligations or purchase obligations prior to 31 August 2008; and
2.1.5	the simultaneous Completion of the sale of the Minority Vendor Shares in accordance with the Other Share Purchase Agreements.
2.2	The Purchaser shall use its best endeavours to obtain the approvals referred to in Clauses 2.1.1 and 2.1.2 above from the National Antitrust Authorities and the Ministry as soon as practicable after the date of this Agreement and in any event before the Long Stop Date. In particular, the Purchaser shall:
2.2.1	agree with the Vendors and submit a final notification to the relevant National Antitrust Authorities and the Ministry as soon as reasonably practicable but in any event not later than four Business Days after the date of this Agreement and diligently pursue those notifications;
2.2.2	disclose to the Vendors’ Solicitors on behalf of the Vendors in a timely manner all correspondence and other communications received from the relevant National Antitrust Authorities and the Ministry in relation to the Transaction;
2.2.3	respond promptly to any requests by the National Antitrust Authorities or the Ministry for further information and any requirements for further filings or submissions; and

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2.2.4	consult with the Vendors as to the mode, content and timing of all communications with the National Antitrust Authorities and the Ministry but only to the extent that such consultation is in accordance with its other obligations pursuant to this Clause 2.
2.3	The Managers shall cooperate with the Purchaser promptly in respect of the Purchasers obligations under Clauses 2.1.1 and 2.1.2 by providing such information as is reasonably required in respect of the Target Group.
2.4	If any of the conditions set out in Clause 2.1 shall not have been satisfied by the Long Stop Date, this Agreement (except for the provisions of this Clause and of Clauses 1 (Definitions, interpretation and third party rights), 13.1 (Confidentiality and announcements), 15.6 (Costs), 16 (Notices) and 17 (Governing law and jurisdiction) (“the Surviving Provisions”)) shall be null and void and of no further effect and save in respect of any antecedent or subsequent breach of the Surviving Provisions the Parties shall be released and discharged from their respective obligations under this Agreement.
2.5	Neither the Purchaser nor the Vendors may waive any of the conditions set out in Clauses 2.1.1 and 2.1.2 without the prior consent of the other parties but the Purchaser may waive the conditions set out at Clauses 2.1.3 to 2.1.5 without the consent of the Vendors.
3	Sale and purchase
3.1	Each of the Vendors shall sell (or procure the sale of) the Shares registered in its name or the name of its nominee, with full title guarantee free from all Encumbrances and the Purchaser shall purchase the Shares, or procure the purchase by a wholly-owned subsidiary, with effect from and including the Completion Date to the intent that as from that date all rights and advantages accruing to the Shares, including any dividends or distributions declared or paid on the Shares after that date, shall belong to the Purchaser or, if relevant, the subsidiary nominated under Clause 3.4.
3.2	Alchemy shall procure the sale by its nominee of the Alchemy Loan Notes, with full title guarantee free from all Encumbrances and the Purchaser shall purchase, or procure the purchase by a wholly-owned subsidiary, the Alchemy Loan Notes with effect from and including the Completion Date to the intent that as from that date all rights and advantages accruing to the Alchemy Loan Notes shall belong to the Purchaser.
3.3	No party shall be obliged to complete the sale or purchase of any of the Shares or the Alchemy Loan Notes unless the sale and purchase of all of the Shares and Alchemy Loan Notes is completed simultaneously.
3.4	The Purchaser may nominate a wholly-owned subsidiary to purchase the Shares and the Alchemy Loan Notes at any time prior to Completion by giving the Vendors five Business Days’ prior written notice.

4	Consideration
4.1	The consideration for the Shares shall be:
4.1.1	the sum of £182,990,000;

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4.1.2	plus an amount equal to £35,694 multiplied by the number of days that have elapsed since 1 April 2008 and the Completion Date (inclusive);
4.1.3	less the Alchemy Loan Note Consideration, (the “Share Consideration”) and the consideration of the Vendor Shares shall be that pro-rata share of the Share Consideration payable for the Vendor Shares (the “Vendor Share Consideration”).
4.2	The consideration for the Alchemy Loan Notes shall be an amount equal to the redemption amount of the Alchemy Loan Notes as at the Completion Date (the “Alchemy Loan Note Consideration”) which amount shall be calculated in accordance with the terms of the Alchemy Loan Note Instrument and notified to the Purchaser by the Vendors not later than the Business Day immediately prior to the Completion Date.
4.3	The Vendor Share Consideration shall be apportioned amongst the Vendors in the amounts agreed between them at or on Completion subject always to such agreement being reached pursuant to and in accordance with the Company’s articles of association at the date of this Agreement and the Purchaser shall not be concerned with any such apportionment, provided, for the purposes of Schedule 6, the Managers’ Representatives shall, within thirty days after the date of Completion, provide the Purchaser information concerning the aggregate amount of all Share Consideration apportioned to the Managers, the expected aggregate taxes payable by the Managers and the Transaction costs apportioned to the Managers.
4.4	Any amount paid in respect of a breach of any of the Vendors’ Warranties or the Managers’ Warranties shall be deemed to give rise to a corresponding reduction in the Share Consideration.
5	Period before Completion
5.1	Subject to Clause 5.3, the Vendors undertake to and covenant with the Purchaser that they will comply with the provisions of Part 1 of Schedule 7 between the date of this Agreement and Completion.
5.2	Subject to Clause 5.3, the Managers undertake to and covenant with the Purchaser that they will comply (to the extent they are able to do so) with the provisions of Part 2 of Schedule 7 between the date of this Agreement and Completion.
5.3	Clause 5.2 shall not operate so as to restrict or prevent:
5.3.1	the incurring of any capital expenditure or capital commitment of less than £100,000 per individual project subject always to such expenditure and commitments not exceeding £500,000;
5.3.2	any action taken or to be taken by any member of the Target Group which is required by law, regulation or court process;
5.3.3	any matter reasonably undertaken by the Company or any of the Subsidiaries in an emergency or disaster situation with the intention of minimising any adverse

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	effect of such situation (and the Vendors will in any event promptly notify the Purchaser of such situation); or
5.3.4	the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into by the Company or any of the Subsidiaries prior to the date of this Agreement and contained in the Data Room.
5.4	On each Monday during the period between the date of this Agreement and Completion, officers of the Purchaser shall (upon giving reasonable prior written notice to the Vendors) be entitled to participate in a weekly conference call with the officers of the Company in order to discuss the matters set out in the conference call agenda in the Agreed Form marked “F”.
5.5	The Vendors shall procure (to the extent that they are able in their respective capacities as shareholders of the Company and directors of the Company and the Subsidiaries) that the officers and employees of each member of the Target Group shall, between the date of this Agreement and Completion, comply with the Purchaser’s reasonable requests in respect of access during normal working hours to the Properties and to all the books and records (including electronic records) of the Company and of each of the Subsidiaries (including the right to take copies) and supply the Purchaser and/or its professional advisers with such information concerning the Target Group as the Purchaser or its professional advisers may reasonably require.
6	Completion
6.1	Completion shall take place on the Completion Date at the offices of the Vendors’ Solicitors when:
6.1.1	Alchemy shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Part 1 of Schedule 4;
6.1.2	David Rimmer shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Part 2 of Schedule 4;
6.1.3	the Managers shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Part 3 of Schedule 4;
6.1.4	the Vendors and the Purchaser shall jointly procure that there shall be held a Meeting of the Board of Directors of the Company at which there shall be duly passed resolutions set out and contained in Board Minutes of the Company in the Agreed Form marked “B”;
6.1.5	the Purchaser shall, immediately prior to performing its obligations pursuant to Clause 6.1.6, pay, or procure the payment by the subsidiary nominated under Clause 3.4, an amount equal to the Alchemy Loan Note Consideration by way of transfer to Alchemy on the Completion Date of funds for value on that date to the Vendors’ Solicitors Client Account marked with the following reference “RBKP/ICM/604504/Alchemy”.
6.1.6	the Purchaser shall immediately following performance of its obligations pursuant to Clause 6.1.5 pay, or procure the payment by the subsidiary nominated under Clause 3.4, an amount equal to the Vendor Share Consideration to the Vendors by way of transfer of funds for value on that date to the Vendors’

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	Solicitors Client Account marked with the following reference “RBKP/ICM/604504” and the Purchaser shall not be concerned with the application of such monies among the Vendors;
6.1.7	the Purchaser shall place, or procure that the subsidiary nominated under Clause 3.4 places, the Company (or the relevant Subsidiary) in funds (by way of loan or otherwise) to enable the discharge of (and the Purchaser shall procure that the Company (or the relevant Subsidiary) so discharges) the Senior Debt by way of transfer on the Completion Date of funds for value equal to the Senior Debt Repayment Amount to the account(s) notified to the Purchaser by the Vendors in writing on or before the Completion Date; and
6.1.8	the Purchaser shall, immediately following Completion, procure that the Company (or the relevant employer) discharges its obligations pursuant to the Bonus Arrangements.
6.2	The performance by the Purchaser of its obligations under Clause 6.1 shall be a condition precedent to the performance by the Vendors of their respective obligations under Clause 6.1 to the intent that, if the Purchaser shall fail or be unable to perform any of its obligations under Clause 6.1, the Vendors shall at their option (and without prejudice to any other remedies or rights they may have against the Purchaser in respect of such non-performance) cease to be liable to perform their obligations under Clause 6.1.
7	Vendors’ Warranties
7.1	Each Vendor warrants to the Purchaser and, if relevant, the subsidiary nominated under Clause 3.4, that each of the Vendors’ Warranties is true and accurate in all respects and is not misleading at the date of this Agreement and shall be true and accurate in all respects and not misleading at Completion.
7.2	The Vendors’ Warranties shall not in any respect be extinguished or affected by Completion.

7.3	The Vendors’ Warranties are separate and independent and are not limited or restricted by reference to or inference from the terms of any other provisions of this Agreement or any other Vendors’ Warranty.
7.4	The provisions of Schedule 6 shall (where relevant) apply to limit the liability of the Vendors under the Vendors’ Warranties but will not do so to the extent that such liability arises by reason of any fraud by or on behalf of any Vendor.
8	Managers’ Warranties and undertakings
8.1	Each Manager warrants to the Purchaser and, if relevant, the subsidiary nominated under Clause 3.4, in the terms of the Managers’ Warranties at the date of this Agreement.
8.2	The Managers’ Warranties:
8.2.1	are qualified by reference to those matters fairly disclosed in the Disclosure Letter;

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8.2.2	are, where such Manager’s Warranties refer the knowledge, information, belief or awareness of the Managers (or similar expression), given by each Manager only to the extent of his own actual knowledge, information, belief and awareness and which a Manager ought reasonably to have known having made reasonable enquiries of the other Managers and of Mike Tatum (Group VP of Marketing), Alan Sime (FD CompAir Industrial Division), Jeremy Sykes (MD UK Sales Company) and Richard Saunders (Company Secretary), in respect of the relevant subject matter of the Managers’ Warranties and of Ian Watson (Group IT Manager) in respect of the subject matter of paragraphs 12.6 (Intellectual Property Rights) and 13 (Computer Systems) only of the Managers’ Warranties;
8.2.3	are given as at the date of this Agreement and save as provided in Clause 8.7 no Manager is under any obligation to disclose to the Purchaser and, if relevant, the subsidiary nominated under Clause 3.4, anything which is or may constitute a breach of or be inconsistent with any of the Managers’ Warranties and of which the Manager (or any other Manager) becomes aware after the date of this Agreement; and
8.2.4	apply to each of the Subsidiaries as well as to the Company as if the word “Company” was defined to mean each of the Subsidiaries and the Company.
8.3	The Managers’ Warranties shall not in any respect be extinguished or affected by Completion.
8.4	The Purchaser and, if relevant, the subsidiary nominated under Clause 3.4, shall be deemed to be aware of the facts, matters or other information fairly disclosed in or by the contents of the Data Room, the Information Memorandum and the Due Diligence Reports.
8.5	The provisions of Schedule 6 shall (where relevant) apply to limit the liability of the Managers under the Managers’ Warranties but will not do so to the extent that such liability arises by reason of any fraud or dishonesty by or on behalf of any Manager.
8.6	The Managers waive and may not enforce any right which the Managers may have against any member of the Target Group, or any director or employee of any member of the Target Group on which or on whom any of them may have relied in agreeing to any term of this Agreement or any statement in the Disclosure Letter, save that (i) such waiver shall not apply to any rights against the directors or employees of any member of the Target Group in the event of its or their fraud and (ii) this waiver will not preclude any Manager from claiming against any other Manager under any right of contribution or indemnity to which such Manager may be entitled.
8.7	The Managers undertake, at any time prior to Completion, to disclose as soon as reasonably practicable to the Purchaser any fact, matter or circumstance which comes to the notice of any of them which is outside of the ordinary course of business and which they reasonably consider has or may have an effect on any member of the Target Group which is greater than £100,000.

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9	Restrictions on the Managers
9.1	Each of the Managers covenants with the Purchaser that, save with the prior written consent of the Purchaser and subject to Clause 9.4, he will not during the Restricted Period in the Restricted Territories:
9.1.1	for the purpose of competing with the Restricted Business, either alone or jointly with or as manager, advisor, consultant, agent or employee of any person, concern, firm or body corporate, directly or indirectly seek to procure or accept orders from any person who has been a Customer or Prospective Customer of a member of the Target Group at any time during the twelve months preceding the Completion Date with whom he has had material contact or dealings on behalf of the company or any of its Subsidiaries or on whose account or business he personally worked or was responsible or in relation to whom he personally obtained confidential information during the same period; or
9.1.2	either alone or jointly with or as manager, advisor, consultant, agent or employee of any person, concern, firm or body corporate, directly or indirectly engage, employ, solicit or contact with a view to his engagement or employment (other than through a non-specific trade advertisement) any person known personally to him (whether or not such person would commit a breach of the terms of his contract of employment or engagement by leaving the service of the company concerned) who is or has been employed or engaged by a member of the Target Group in a senior capacity at any time during the twelve months preceding the Completion Date, or knowingly employ, or assist in or procure the employment or engagement by any other person, concern, firm or body corporate of any such person; or
9.1.3	either alone or jointly with or as manager, adviser, consultant, agent or employee of any person, concern, firm or body corporate directly or indirectly carry on or be engaged in any business in competition with that part of the Restricted Business for which he personally worked or was responsible for or in relation to which he personally obtained confidential information during twelve months preceding the Completion Date; or
9.1.4	either alone or jointly with or as manager, advisor, consultant, agent or employee of any person, concern, firm or body corporate, directly or indirectly interfere or seek to interfere with the relations between any member of the Target Group and any person, concern, firm or body corporate who has within the twelve months preceding the Completion Date been one of its or their suppliers (or an introducer of prospective customers) and with which he was involved personally in dealings or negotiations on behalf of the Company or any member of the Target Group or in relation to which he personally obtained confidential information at any time during that period.
9.2	Subject to Clause 9.4, each Manager further covenants with the Purchaser that it will not following the Completion Date for so long as it is used or registered in the name of the Company or any member of the Target Group:
9.2.1	use; or
9.2.2	apply to register on any public register,

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	any trade or business or domain name or e-mail address used by the Company or any of the Subsidiaries during the period of two years preceding the Completion Date (including in particular the names CompAir, Hydrovane, Reavell, Mako (whether alone or in conjunction with other names)) or any name similar to those names or addresses or likely to be confused with them.
9.3	Each Vendor covenants with the Purchaser that at any time following the Completion Date, save as required by applicable law or regulation, subject to Clause 9.4, and to the extent that Alchemy is obliged to send information to investors and prospective investors in the Alchemy Investment Plan, he will:
9.3.1	not communicate or divulge to any person; and/or
9.3.2	not make use of,
	any Confidential Information.
9.4	Nothing in Clause 9 shall prevent any Manager from:-
9.4.1	owning not more than five per cent of any class of the issued share capital of a company which is quoted on any recognised investment exchange (as defined in the Financial Services and Markets Act 2000) and does not compete with and is not expected to compete with any business of any member of the Target Group; or
9.4.2	carrying out the performance of his duties as an employee or officer or consultant of the Target Group.
9.5	Subject to Clause 9.6, Nick Sanders and Nick Keegan each severally covenant in respect of himself only with the Purchaser that he will not, without the prior written consent of the Purchaser, commence employment or other engagement with or at the direction of Alchemy, the Alchemy Investment Plan, their respective Affiliates or any company in which they invest in, during the period of 24 months from Completion.
9.6	The provisions of Clause 9.5 shall cease to apply in the case of either Nick Sanders or Nick Keegan if his employment with the Company is terminated at the determination of the Company or the Purchaser unless such a determination is in accordance with the provisions of their respective service agreements.
9.7	The Managers agree that they consider the restrictions which apply to them in this Clause 9 are no greater than is reasonable and necessary for the protection of the interests of the Target Group and the Purchaser but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modifications as may be necessary to make it valid and enforceable.
10	Purchaser Warranties, covenants and undertakings
10.1	The Purchaser warrants to the Vendors that each of the Purchaser Warranties is true and accurate and is not misleading at the date of this Agreement and shall be true and accurate in all respects and not misleading at Completion.

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10.2	The Purchaser Warranties shall not in any respect be extinguished or affected by Completion.
10.3	The Purchaser Warranties and are separate and independent and are not limited or restricted by reference to or inference from the terms of any other provision of this Agreement or any other Purchaser Warranty.
10.4	Without prejudice to the provisions of Clause 15.3 (entire agreement etc.), the Purchaser acknowledges and agrees that the Vendors make no warranty or other representation as to the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or any Group Company of the Purchaser or any of its or their respective officers, employees, agents or advisers whether by the Vendors or any other party on or prior to the date of this Agreement, whether orally or in any document. Nothing in this Clause 10.4 shall, however, operate to limit or exclude any liability for fraud.
10.5	For a period of six years from Completion, the Purchaser will make all books, records and documents which relate to the Company and any of the Subsidiaries (insofar as the same record matters occurring on or before Completion) available for inspection by the Vendors, or representatives of the Vendors, for the purpose of complying with any tax reporting obligations of any Vendor, the Alchemy Plan or its investors at all reasonable times during business hours on reasonable advance notice being given. The Purchaser will allow the Vendors and the Vendors’ representatives to take copies of any of such books, records and documents reasonably required by them at the Vendors’ expense.
11	Release by and authority of the Vendors
11.1	Each of the Vendors irrevocably and unconditionally waives and releases the Company, each Subsidiary and the directors, officers and employees of the Company and each Subsidiary from any claim, other than in respect of accrued but unpaid salary and benefits under any contract of employment which is in force and continuing immediately following Completion, outstanding against the Company or any Subsidiary or against any of the directors, officers or employees of the Company or any Subsidiary (whether in respect of any breach of contract or monies due to him or on any account whatsoever or pursuant to the terms of any shareholders agreement between any of the Vendors and any member of the Target Group).
11.2	Clause 11.1 shall not apply in relation to claims pursuant to a Manager’s service or consultancy agreement with a member of the Target Group or to compensate for loss of office or employment under that service agreement or consultancy agreement (in each case, if applicable).
11.3	In order to secure the interest of the Purchaser in the Shares under this Agreement, with effect from Completion each Vendor irrevocably appoints the Purchaser to be its attorney in its name and on its behalf to attend all general meetings of the Company on its behalf and to exercise all or any of the voting and other rights, powers and privileges attached to the Shares registered in its name.
11.4	Each Vendor undertakes following Completion not to exercise all or any of the voting and other rights, powers and privileges attached to the Shares registered in its name.

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12	No Leakage
12.1	Each Vendor undertakes to pay to the Purchaser within 5 Business Days of his receipt of a demand from the Purchaser an amount equal to:
12.1.1	the amount of any Leakage not being Permitted Leakage which is received by such Vendor (including, in the case of Alchemy, received by Alchemy on behalf of any limited partner investor in the Alchemy Investment Plan) or his Affiliates or which such Vendor or its Affiliates becomes entitled to receive; or
12.1.2	the amount of any costs falling within paragraph (vii) of the definition of Leakage that should have been paid by, or is attributable to, such Vendor.
12.2	The Managers undertake to pay to the Purchaser within 5 Business Days of receipt of a demand from the Purchaser an amount in aggregate equal to the amount of any Leakage falling within paragraph (viii) and (ix) of the definition of Leakage.
12.3	Any such demand pursuant to Clause 12.1 or 12.2 must be (i) made in writing, setting out in reasonable detail the nature of such Leakage which is not Permitted Leakage, and (ii) received by the relevant Vendor prior to the date falling nine months after the Completion Date.
13	Confidentiality and announcements
13.1	Subject to the provisions of Clauses 13.3 and 13.4 and save as expressly provided by this Agreement, each of the Parties undertakes with the other that it:
13.1.1	will not communicate or permit communication of the terms of this Agreement (including the names of the Parties) to any third party other than to its professional advisers specifically instructed by it in connection with the transaction referred to in this Agreement, the other shareholders of the Company and their professional advisers; and
13.1.2	will instruct its professional advisers not to communicate or permit communication of the terms of this Agreement (including the names of the Parties) to any third party.
13.2	Subject to the provisions of Clauses 13.3 and 13.4 (or as otherwise agreed by the Parties), neither Party shall issue any press release or publish any circular to shareholders or any other public document in each case relating to this Agreement or the matters contained in it, without obtaining the prior written approval of the other Party to its contents and the manner and extent of its presentation and publication or disclosure.
13.3	The provisions of Clauses 13.1 and 13.2 do not apply to any communication or announcement relating to or connected with or arising out of this Agreement to the extent required to be made by any Party:
13.3.1	by any court or governmental or administrative authority competent to require the same; or

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13.3.2	by any applicable law, regulation or rules of any recognised stock exchange on which the disclosing Party’s shares are traded.
13.4	The provisions of Clauses 13.1 and 13.2 shall not apply to communications that Alchemy is required to send to investors and prospective investors in the Alchemy Investment Plan.
14	Assignment
14.1	Subject to this Clause 14, this Agreement shall be binding upon and enure for the benefit of the successors and assignees of the Parties.
14.2	Subject to Clause 14.3, no Party its successors and assignees shall be entitled to assign its rights or obligations under this Agreement without the prior written consent of the other Party.
14.3	The Purchaser may at any time assign the benefit of, or any of its rights (but for the avoidance of doubt, not the burden of its obligations) under, this Agreement to any Group Company, provided that the Purchaser will procure that any such Group Company to whom it assigns any of its rights under this Agreement shall assign such rights back to the Purchaser, or to another Group Company of the Purchaser, immediately prior to it ceasing to be a Group Company of the Purchaser provided always that (i) no Vendor shall incur any greater liability than if such assignment had not taken place and (ii) the Vendors may deal with the Purchaser in connection with all matters arising under this Agreement.
15	General
15.1	Each Party shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as any other Party may from time to time reasonably require for the purpose of vesting title to the Shares in the Purchaser.
15.2	This Agreement, the documents in the Agreed Form and the other documents referred to in them constitute the entire agreement between, and understanding of, the Parties with respect to the subject matter of this Agreement and such documents supersede any prior written or oral agreement(s) or arrangement(s) between the Parties in relation thereto.
15.3	The Purchaser acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a Vendors’ Warranty or a Managers’ Warranty or the Other Share Purchase Agreements. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
15.4	Save as provided by Clause 2.4, in the event of any breach of this Agreement or in any other circumstances, neither Party shall be entitled to rescind or otherwise terminate this Agreement.

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15.5	The Vendors waive any rights of pre-emption over (i) the Shares and (ii) the Alchemy Loan Notes, conferred on them or held by them either by virtue of the Company’s Articles of Association, the Alchemy Loan Note Instrument or by express agreement or otherwise.
15.6	Each of (a) the Purchaser on the one hand and (b) the Vendors on the other hand shall pay their own costs and expenses of and incidental to the negotiation, preparation, execution and implementation by them of this Agreement, of each document referred to in it and the sale and purchase of the Shares.
15.7	Without prejudice to Clause 15.6, all stamp, transfer, registration and other similar taxes, duties and charges payable in connection with the transactions contemplated by this Agreement, and the documents referred to in it, shall be paid by the Purchaser.
15.8	The failure or delay of any of the Parties at any time or times to require performance of any provision of this Agreement shall not affect its right to enforce such provision at a later time.
15.9	No waiver by any of the Parties of any condition or of the breach of any term, covenant, representation, warranty or undertaking contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, covenant, representation, warranty or undertaking in this Agreement.
15.10	Any liability of any Party under this Agreement may in whole or in part be released, compounded or compromised and time or indulgence may be given by the Party to whom such liability is owed in its absolute discretion without in any way prejudicing or affecting its rights against any other Party under the same or a like liability.
15.11	This Agreement shall, as to any of its provisions remaining to be performed or capable of having or taking effect following Completion, remain in full force and effect notwithstanding Completion.
15.12	If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
15.13	All representations, warranties, undertakings, covenants, agreements and obligations made, given or entered into in this Agreement by the Vendors or the Managers are made, given or entered into by each Vendor or Manager (as the case may be) severally in relation only to himself and the liability of each such person in respect of any breach of any such representation, warranty, undertaking, covenant, agreement or obligation shall extend only to any loss or damage arising from his own breach.
15.14	This Agreement or any of the documents referred to in it may be amended, modified, superseded or cancelled and any of its terms, covenants, representations, warranties, undertakings or conditions may be waived only by an instrument in writing signed by (or by some person duly authorised by) each of the Parties or, in the case of a waiver, by the Party waiving compliance.

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15.15	This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
16	Notices
16.1	Any notice given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post to the address and for the attention of the relevant Party set out in this Agreement (or as otherwise notified by that Party under this Agreement). Any such notice shall be deemed to have been received:
16.1.1	if delivered personally, at the time of delivery;
16.1.2	in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting. Provided that if deemed receipt (but for this proviso) would have occurred before 9 a.m. on a Business Day the notice shall be deemed to have been received at 9 a.m. on that day, and if deemed receipt (but for this proviso) would have occurred after 5 p.m. on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9 a.m. on the next Business Day. For the purpose of this Clause, “Business Day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.
16.2	In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant Party set out in this Agreement (or as otherwise notified by that Party under this Agreement) and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post letter (or as otherwise notified by that Party under this Agreement).
16.3	For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by e-mail.
16.4	The Managers hereby appoint Nicholas Sanders and the Managers’ Solicitors as their representatives, each of whom may authorise the making of any request, election, proposal or consent expressed to be made on behalf of the Managers to the Purchaser. Service of any notice or other communication on both of the Managers’ Representatives shall be deemed to constitute valid service thereof on all the Managers. The Managers may by unanimous decision appoint one or more replacement Managers’ Representatives, provided that 10 Business Days’ prior written notice of such replacement has been given to the Purchaser.
17	Governing law and jurisdiction
17.1	This Agreement shall be governed by and construed in accordance with the laws of England.
17.2	The Parties submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or relating to this Agreement or any of the documents to be executed pursuant to this Agreement.

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17.3

The Purchaser irrevocably appoints Baker & McKenzie LLP of 100 New Bridge Street, London EC4V 6JA (fax number: +44 207 919 1999) as its agent to receive on its behalf in England service of any proceedings arising out of or in connection with this Agreement. Such service shall be deemed completed on delivery to such agent marked: “For the attention of the Partner in charge of the Litigation Department: Service of Process” (whether or not it is forwarded to and received by the Purchaser).

17.4

Each Party irrevocably consents to any process in any legal action or proceedings arising out of or in connection with this Agreement being served on it in accordance with the provisions of this Agreement relating to service of notices. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.

Executed as a deed and delivered on the date set out at the head of this Agreement.

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SCHEDULE 1
The Managers

1	2
Name	Address
Nicholas Sanders	26 Hardwick Road, Sutton Coldfield, West Midlands B74 3BX
Nicholas Keegan	Alderminster Lodge, Alderminster, Stratford-Upon-Avon CV37 8NY
Jouko Peussa	The Turn, Townside, Haddenham, Aylesbury HP17 8BG
Howard Parsons	Briar House, Church Lane, Stoulton WR7 4RS
Thierry Bouzac	4 Chestnut Drive, Windsor, Berkshire SL4 4UT
Robert Cheshire	41 Birchdale, Gerrards Cross, Buckinghamshire SL9 7JB
Gavin Monn	289 Countryside Drive North, Troy, Ohio 45373, USA
Gary Woodhead	6 Fiona Court Eltham, Victoria 3095, Australia
Graham Roberts	53 Bunbury Way, Epsom, Surrey KT17 4JP
Malcolm Blackwell	Pogstone House, 19 Cuckstool Road, Denby Dale, Huddersfield HD8 8RF

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SCHEDULE 2
The Company

1	Registered number:		04430818
2	Date of incorporation:		3 May 2002
3	Place of incorporation:		England and Wales
4	Registered office address:		Claybrook Drive
			Washford Industrial Estate
			Redditch
			Worcestershire
			B98 0DS
5	Directors:		Paul Malcolm Bridges
			Nicholas Francis Keegan
			David Norman Rimmer
			Nicholas Ian Burgess Sanders
6	Secretary:		Richard Meirion Saunders
7	Authorised share capital:
	(a)	Amount:	£1,190,476
	(b)	Number and class of shares:	797,619 A Convertible Ordinary shares of £1 each
			226,191 B Convertible Ordinary shares of £1 each
			106,666 C Convertible Ordinary shares of £1 each
			60,000 D Convertible Ordinary shares of £1 each
8	Issued share capital:
	(a)	Amount:	£1,190,476
	(b)	Number and class of shares:	797,619 A Convertible Ordinary shares of £1 each
			226,191 B Convertible Ordinary shares of £1 each
			106,666 C Convertible Ordinary shares of £1 each
			60,000 D Convertible Ordinary shares of £1 each
9	Issued loan capital:		None

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10	Shareholder details:
	Name:	Number and class of shares held:
	Alchemy Partners Nominees Limited	797,619 A Convertible shares
	Invensys International Holdings Limited	214,286 B Convertible shares
	David Rimmer	11,905 B Convertible shares
	Malcolm Blackwell	4,500 C Convertible shares
	Thierry Bouzac	5,000 C Convertible shares
	Robert Cheshire	4,500 C Convertible shares
	Robert Dutnall	23,810 C Convertible shares
	John Edmunds	9,524 C Convertible shares
	David Fisher	2,344 C Convertible shares
	Nicholas Keegan	10,000 C Convertible shares
	Gavin Monn	2,343 C Convertible shares
	Howard Parsons	7,500 C Convertible shares
	Jouko Peussa	15,873 C Convertible shares
	Graham Roberts	7,500 C Convertible shares
	Nicholas Sanders	11,428 C Convertible shares
	Gary Woodhead	2,344 C Convertible shares
	Nicholas Sanders	60,000 D Convertible shares
11	Charges:	None
12	Accounting Reference Date:	31 March
13	Auditors:	KPMG LLP
14	Status:	Active

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SCHEDULE 4
Completion obligations of the Vendors
Part 1

At Completion, Alchemy shall deliver or procure to be delivered to the Purchaser:

1	duly executed transfers in favour of the Purchaser (or the subsidiary nominated under Clause 3.4) in respect of the Shares and Alchemy Loan Notes registered in the name of Alchemy Partners Nominees Limited together with certificates for such Shares and Alchemy Loan Notes or an indemnity in the usual form in relation thereto;
2	a copy of any power of attorney under which this Agreement, or any of the transfers or other documents referred to in Part 1 of this Schedule, is executed and evidence of the authority of any person signing on behalf of any corporate entity; and
3	a letter of resignation from office in the Company or any of the Subsidiaries in the Agreed Form marked “A1” from Paul Bridges acknowledging that the writer has no claim against the Company or any of the Subsidiaries for compensation for loss of office or otherwise.

Part 2

At Completion, David Rimmer shall deliver or procure to be delivered to the Purchaser:

1	duly executed transfers in favour of the Purchaser (or the subsidiary nominated under Clause 3.4) in respect of the Shares registered in his name together with certificates for such Shares or an indemnity in the usual form in relation thereto;
2	a copy of any power of attorney under which this Agreement, or any of the transfers or other documents referred to in Part 2 of this Schedule, is executed on his behalf; and
3	a letter of resignation from office in the Company or any of the Subsidiaries in the Agreed Form marked “A2” from him acknowledging that the writer has no claim against the Company or any of the Subsidiaries for compensation for loss of office or otherwise.

Part 3

At Completion, the Managers shall deliver or procure to be delivered to the Purchaser:

1	duly executed transfers in favour of the Purchaser (or the subsidiary nominated under Clause 3.4) signed by each of the Managers in respect of the Shares registered in their respective names together with the certificates for such Shares or an indemnity in the usual form in relation thereto;
2	the GMAC Deeds of Release in the Agreed Form marked “E” in respect of security granted by certain members of the Target Group duly executed for and on behalf of GMAC Commercial Finance Plc, together with (if necessary) any other releases required in order to unencumber the assets of the Target Group in relation to the Facilities Agreement;

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3	a copy of any power of attorney under which this Agreement, the GMAC Deed of Release, or any of the transfers or other documents referred to in this Part 3 of this Schedule, is executed; and
4	the common seal (if any) and statutory books (including registers and minutes books) of the Company and (at the place where they are located) each of the Subsidiaries.

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SCHEDULE 5
Part 1
Vendors’ Warranties

1	Capacity
1.1	Each Vendor has full power to enter into and perform this Agreement and all the documents in the Agreed Form to be executed by him or it and this Agreement constitutes, and each such Agreed Form document when executed will constitute, binding obligations of each Vendor in accordance with its terms.
1.2	The execution and delivery of this Agreement, and any of the Agreed Form documents to be executed, by each Vendor and the performance of and compliance with its terms and provisions will not conflict with or result in a breach of, or constitute a default under the Memorandum or Articles of Association of each Vendor (if a corporate body), the Memorandum or Articles of Association of the Company or the shareholder rights agreement by and among the Vendors, any court order or judgment that applies to or binds any Vendor or any of his or its property.
1.3	No consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any court or governmental or administrative authority is required to be obtained, or made, by any Vendor to authorise the execution or performance of this Agreement by any Vendor.
2	Title
2.1	Each Vendor’s Shares are fully paid or credited as fully paid.
2.2	Each Vendor’s Shares are legally (except in the case of Alchemy, whose Shares are legally owned by its nominee, Alchemy Partners Nominees Limited) and beneficially owned by such Vendor free from all Encumbrances, or any agreement, arrangement or obligation to create any of the same, in favour of any other person.
2.3	(In the case of Alchemy only) the Alchemy Loan Notes are beneficially owned by Alchemy and legally owned by Alchemy Partners Nominees Limited free from all Encumbrances, or any agreement, arrangement or obligation to create any of the same, in favour of any other person.
2.4	(In the case of Alchemy only) Alchemy Partners Nominees Limited holds Alchemy’s Shares as nominee only and Alchemy has full power and authority to sell Alchemy’s shares on its behalf and to direct Alchemy Partners Nominees Limited to sell Alchemy’s Shares unencumbered to the Purchaser.

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Part 2

Purchaser Warranties

1	The Purchaser
1.1	The Purchaser has full power to enter into and perform this Agreement and all the documents in the Agreed Form to be executed by it and this Agreement constitutes, and each such Agreed Form document when executed will constitute, binding obligations of the Purchaser in accordance with its terms.
1.2	The execution and delivery of this Agreement, and any of the Agreed Form documents to be executed, by the Purchaser and the performance of and compliance with its terms and provisions will not conflict with or result in a breach of, or constitute a default under, the Memorandum or Articles of Association of the Purchaser or any order or judgment that applies to or binds the Purchaser or any of its property.
1.3	No consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any court or governmental or administrative authority is required to be obtained, or made, by the Purchaser to authorise the execution or performance of this Agreement by the Purchaser.
1.4	The Purchaser will have at Completion immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations when they arise under this Agreement or any of the documents referred to in this Agreement.
2	Other interests
2.1	The Purchaser is purchasing the Shares and the Alchemy Loan Notes for itself beneficially and not wholly or partly as agent for any other person.
2.2	There is no agreement, arrangement or understanding (whether or not or a legally binding nature) for the Shares and the Alchemy Loan Notes or any interest in the Shares or the Alchemy Loan Notes to be sold, transferred or otherwise disposed to, or held for the benefit of any person other than the Purchaser.

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Part 3
Managers’ Warranties

Section 3A
Non-Taxation Warranties

SHARE CAPITAL, RELATED PARTIES

1	Schedules 2 & 3; capital
1.1	The information contained in Schedules 2 and 3 is true and accurate in all respects and the relevant information is set out for each member of the Target Group.
1.2	The issued shares of each member of the Target Group are fully paid and are registered as set out in Schedule 3.
1.3	No member of the Target Group has allotted or issued any share capital other than the shares shown in Schedules 2 and 3 as being issued.
1.4	No contract has been entered into which requires or may require any member of the Target Group to allot or issue any share or loan capital and no member of the Target Group has allotted or issued any securities which are convertible into share or loan capital.
1.5	No member of the Target Group has any interest, or, so far as the Managers are aware, has at any time since 4 July 2002 had any interest or agreed to have any interest, in the share capital of any body corporate save as specified in Schedule 3.
1.6	Other than as specified in Schedule 3, no member of the Target Group has, or has had at any time since 4 July 2002, any subsidiary undertakings.
2	Managers and manager’s affiliates’ interests
2.1	There is not outstanding and there has not at any time during the period of 3 years ending on the date of this Agreement been outstanding any contract to which any member of the Target Group is or was a party and in which any Manager or its Affiliates is or was interested in any way whatsoever (excluding any contract of employment between any member of the Target Group and any of its directors as Disclosed).
2.2	No Manager or its Affiliates has any interest, direct or indirect, in any trade or business which competes or, so far as the Managers are aware, is likely to compete with the business of any member of the Target Group.
2.3	Other than in respect of accrued but unpaid salary and benefits under any contract of employment which is in force and continuing immediately following Completion, no Vendor has any claim (whether in respect of any breach of contract or monies due to him or on any account whatsoever) outstanding against the Company or any Subsidiary or, so far as the Managers are aware, against any of the directors, officers or employees of the Company or any Subsidiary and no agreement or arrangement (excluding any contract of employment which is in

33

force and continuing immediately following Completion) is outstanding under which the Company or any Subsidiary, so far as the Managers are aware, or any of such persons has or, so far as the Managers are aware, could have any obligation of any kind to him.

ACCOUNTS AND RECORDS

3	The Accounts
3.1	The Accounts (a copy of which is attached to the Disclosure Letter):
3.1.1	show a true and fair view of the assets, liabilities and state of affairs of the Target Group (as whole) as at the Accounts Date and of the profits (or losses) of the Target Group (as a whole) for the financial year ending on that date;
3.1.2	have been prepared in accordance with applicable law and accounting standards and (to the extent that no accounting standard is applicable) with generally accepted accounting principles and practices of the applicable jurisdiction then in force; and
3.1.3	have been prepared on bases and principles which are consistent with those used in the preparation of the audited statutory accounts of the Target Group (as a whole) for the 2 financial years immediately preceding that which ended on the Accounts Date.
3.2	Without prejudice to the generality of paragraph 3.1, the Accounts are not affected (except as disclosed in the Accounts) by any material extraordinary or exceptional event, circumstance or item (“material” being, for the purposes of this paragraph 3.2, an event, circumstance or item having an effect which amounts to a liability on the part of the relevant member of the Target Group greater than £250,000 and “extraordinary” and “exceptional” having, for the purposes of this paragraph 3.2, the meanings given to them under UK generally accepted accounting principles).
4	Profits or losses
	The profits or losses and value of net assets of the Target Group (as a whole) for the 2 consecutive financial years ended on the Accounts Date as shown by the Accounts have not (save as disclosed in the Accounts) been materially affected by the inclusion of non-recurring items of material income or expenditure or by transactions entered into otherwise than on normal commercial terms (“material” being, for the purposes of this paragraph 4, items of income or expenditure or transactions entered into having an effect on the profits, losses or value of net assets of the relevant member of the Target Group greater than £250,000).
5	Records
5.1	The books and records of each member of the Target Group required to be kept by law are in all material respects up-to-date, have in all material respects been maintained in accordance with all applicable legal requirements.
5.2	The accounting records of each member of the Target Group are up to date and contain materially accurate details of all material transactions of that member of the Target Group for the past two financial years and comply with the provisions

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	of sections 386 to 389 of the CA 2006 (or, if such member of the Target Group is not incorporated in the UK, the provisions of such legislation which most nearly approximates to sections 386 to 389 of the CA 2006). The records and information of each member of the Target Group are exclusively owned by it and under its control.
6	Management Accounts
6.1	Having regard for the purpose for which the Management Accounts have been prepared (a copy of which is attached to the Disclosure Letter) they:
6.1.1	are not misleading in any material respect;
6.1.2	neither materially over-state the value of the assets nor materially under-state the liabilities of the Target Group as a whole as at the dates to which they were drawn up;
6.1.3	do not materially over-state the profits or turnover of the Target Group as a whole in respect of the periods to which they relate; and
6.1.4	have been prepared on a basis consistent with preceding months during the current financial year,
	(“material” being, for the purposes of this paragraph 6.1, any matter that has an effect greater than £200,000).
7	Changes since the Accounts Date
	Since the Accounts Date:
7.1	no Leakage (other than Permitted Leakage) has occurred;
7.2	the business of each member of the Target Group has been carried on in the ordinary course;
7.3	save to the extent that the same would be likely to affect to a similar extent generally all companies carrying on similar businesses to the Target Group, there has been no material adverse change in the financial or trading position of the Target Group as a whole;
7.4	no member of the Target Group has acquired, or agreed to acquire, any single asset having a value in excess of £500,000 or assets having an aggregate value in excess of £2,000,000 (excluding stock acquired in the ordinary and usual course of business);
7.5	no member of the Target Group has disposed of, or agreed to dispose of, any asset (excluding stock disposed of in the ordinary and usual course of business) having a value reflected in the Accounts in excess of £200,000 or acquired since the Accounts Date;
7.6	excluding transactions with other members of the Target Group, no loan made by any member of the Target Group which remains outstanding has become due and payable in whole or in part to the relevant member of the Target Group;

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7.7	excluding transactions with other members of the Target Group, no member of the Target Group has borrowed or raised any money or taken up any financial facilities and no member of the Target Group has repaid any borrowing or indebtedness in advance of its stated maturity;
7.8	excluding transactions with other members of the Target Group, no member of the Target Group has sold or agreed to sell debts and no debts have been released, deferred, subordinated or written off by any member of the Target Group, the aggregate value of which exceeds £100,000;
7.9	excluding transactions with other members of the Target Group, no dividend or other payment which is, or could be treated as, so far as the Managers are aware, a distribution for the purposes of Part VI ICTA or section 418 ICTA has been declared, paid or made by any member of the Target Group;
7.10	there has been no increase or decrease in the level of the stock and/or work-in-progress of the Target Group nor has the Target Group written up any fixed assets or stocks other than in the ordinary course of business;
7.11	there has been no material increase or decrease in the levels of debtors or creditors or in the average collection or payment periods for the debtors and creditors respectively other than in the ordinary course of business;
7.12	there has been no material reduction in the cash balances of the Target Group from those set out in the Accounts; and
7.13	except for resolutions approving annual accounts or undertaking other routine matters (including without limitation the retirement and re-appointment of directors), no resolution of the shareholders of any member of the Target Group has been passed.

ASSETS

8	Unencumbered title; possession
	So far as the Managers are aware, each material asset included in the Accounts or acquired by a member of the Target Group since the Accounts Date (save for stock disposed of in the ordinary course of business) and each material asset used by any member of the Target Group is legally and beneficially owned by the relevant member of the Target Group free from any Encumbrance or any claim to, or contract to grant, any Encumbrance (excepting rights and retention of title arrangements arising by operation of law or in the ordinary course of business or by virtue of leasing agreements entered into in the ordinary course of business).
	A “material asset” means, for the purpose of this paragraph 8, an asset that is necessary to carry on the business of the relevant member of the Target Group in the ordinary course of business and which has a book value in the Accounts of more than £250,000.
9	Debtors
9.1	No member of the Target Group has made, or entered into any contract to make, any loan to, or other arrangement with, any person (other than another member of

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	the Target Group) as a result of which it is or may be owed any money, other than trade debts incurred in the ordinary course of business and cash at bank.
9.2	No member of the Target Group is entitled to the benefit of any debt otherwise than as the original creditor and no member of the Target Group has factored, deferred or discounted any debt or agreed to do so.
10	Stock
10.1	The stock now held by the Target Group (as a whole) and not provided for in the Accounts is, so far as the Managers are aware:
10.1.1	not obsolete, slow moving or likely to realise less than its book value;
10.1.2	not excessive and is adequate in relation to the current trading requirements of the Company; and
10.1.3	in the case of stock comprising finished goods is capable of being sold by the Target Group in the ordinary course of its business.
10.2	Since the Accounts Date:
10.2.1	there has been no significant increase or reduction of stock other than in accordance with the ordinary course of the Target Group’s business;
10.2.2	none of the stock reflected in the Accounts has been realised for an amount less than that reflected in the Accounts in respect of such stock, otherwise than in the ordinary course of its business; and
10.2.3	no member of the Target Group has offered price reductions or discounts or allowances on sales of stock, or sold stock at less than cost, otherwise than in the ordinary course of the business,
	except to the extent provided for in the Accounts.
11	Plant etc.
	The plant and machinery, vehicles, fixtures and fittings, furniture, tools and other equipment which is necessary to carry on the business of each member of the Target Group are, so far as the Managers are aware:
11.1	in a satisfactory working order given their age and usage and have been regularly and properly maintained; and
11.2	capable and will (subject to fair wear and tear) be capable throughout the periods of time during which they will be written down to their realisable value (at the rates adopted in the Accounts) of meeting the needs for which they were designed or acquired.
12	Intellectual Property Rights
	The only warranties given in respect of Intellectual Property Rights are set out in this paragraph 12.

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12.1	All registered Intellectual Property Rights registered in the name of a member of the Target Group are legally and beneficially owned by the relevant member of the Target Group free from any Encumbrance.
12.2	All Intellectual Property Rights which are registered or the subject of applications for registration in the name of a member of the Target Group are listed in the Disclosure Letter.
12.3	There are, and have been in the past 12 months, no proceedings, actions or claims and, so far as the Managers are aware, no member of the Target Group has received written notice of any pending or threatened proceeding, action or claim, impugning the title, validity or enforceability of the registered Intellectual Property Rights of any member of the Target Group or claiming any right or interest in such Intellectual Property Rights nor, so far as the Managers are aware, do any circumstances exist which are reasonably likely to give rise to such a claim.
12.4	So far as the Managers are aware, there is, and has been in the last 12 months, no infringement of any Intellectual Property Rights owned by any member of the Target Group which would be material and, so far as the Managers are aware, no member of the Target Group has received written notice of any pending or threatened infringement.
12.5	Neither the present activities nor the past activities of the Target Group during the previous 12 months (including the processes, methods, Software, goods and services used or dealt in by it, and the products or services manufactured or supplied by it) have resulted in a claim in respect of Intellectual Property Rights for compensation under sections 40 and 41 of the Patents Act 1977 (or, if such member of the Target Group is not incorporated in the UK, the provisions of such legislation which most nearly approximates to sections 40 and 41 of the Patents Act 1977) nor, so far as the Managers are aware, do any circumstances exist which are reasonably likely to give rise to such a claim.
12.6	Copies of all licences, sub-licences and other agreements material to the business of the Target Group whereby a member of the Target Group is licensed or otherwise authorised to use the Intellectual Property Rights of a third party or whereby any member of the Target Group licenses or otherwise authorises a third party to use Intellectual Property Rights are present in the Data Room. So far as the Managers are aware, no party to any such agreement has given notice in writing to terminate them.
12.7	The Disclosure Letter contains details of all domain names and other electronic addresses in connection with the Internet or Worldwide Web (including e-mail addresses) which are material to the business of the Target Group and a member of the Target Group is the registered owner of each such domain name.
13	Computer Systems
	For the purposes of this paragraph 13, “material” means Software required to operate the business of the Target Group in the ordinary course as at the date hereof.
13.1	Copies of all material licences, escrow agreements and development agreements in respect of Software used by the Target Group in which the Intellectual

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	Property Rights are owned by a third party (but excluding off the shelf Software and “shrink wrap” Software licences) are contained in the Data Room. All Software used by the Target Group is either owned by or licensed or leased by the Target Group. So far as the Managers are aware, the Target Group has obtained the necessary licences to permit the use by it or its agents or employees of licensed Software to the extent used in the period prior to Completion.
13.2	Copies of all the material support and maintenance agreements in place in respect of the Computer Systems are contained in the Data Room.
13.3	There have been no material failures or breakdowns of any of the Target Group’s Systems, or corruption of any data, in the last 18 months which were material.

PROPERTIES

The only warranties given in respect of the Properties are set out in paragraphs 14 to 20.

14	Details of the Property
14.1	The particulars of the Properties (including where the Properties are UK Properties and comprise registered land or where the Properties are not UK Properties but are nevertheless subject to land registration requirements in their own jurisdictions) the title details including (where appropriate) the class of title and title number) are true and accurate in all material respects.
14.2	The title deeds to the Properties are free from any Encumbrance and to the extent it is lawful and customary in the jurisdiction in which the Properties are located, in the relevant member of the Target Group’s possession.
14.3	No member of the Target Group owns, is in occupation of or is entitled to any estate or interest in any freehold or leasehold properties (or corresponding legal interests in any non UK jurisdiction) other than the Properties. No member of the Target Group is party to any uncompleted agreement to acquire or dispose of any such property.
14.4	Except in relation to the Properties, so far as the Managers are aware, no member of the Target Group has any liability (whether actual or contingent) in relation to any freehold or leasehold property (or corresponding legal interest in any non-UK jurisdiction) and in particular no member of the Target Group has since 4 July 2002 or currently has any liability under a lease (whether as landlord, tenant, guarantor or otherwise) other than any leases disclosed in accordance with paragraph 14.
14.5	So far as the Managers are aware, all buildings and structures comprised in the Properties:

(a)	are in a reasonable state and there are no material structural or material defects in them; and
(b)	have not materially impacted by flooding or drainage defects and no substances the use of which is not now approved by law were used in the construction of any part of them.

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15	Occupation and use of the Property
15.1	Except for any leases, tenancies or other rights of occupation to which the Properties are subject, as disclosed in accordance with paragraph 14, the relevant member of the Target Group is in occupation of the whole of any property in which it has an interest and no other person has notified any member of the Target Group that it has any right (actual or contingent) to possession or occupation of such property.
15.2	The uses of the Properties for the purposes stated in the Data Room correspond to the uses to which they are in fact put or (where the Properties are not presently in use) to the use to which they were last in fact put and the Properties are not used for any other purpose.
16	Matters affecting the Properties
16.1	There is not outstanding any unobserved or unperformed obligation with respect to any Property necessary to comply with the requirements (whether formal or informal) of any competent authority exercising statutory or delegated powers.
16.2	So far as the Managers are aware, there are no disputes with any adjoining or neighbouring owners with respect to boundary walls and fences or with respect to any easement, right or means of access to the Properties, so far as the Managers are aware, nor do any circumstances exist which are reasonably likely to give rise to such a dispute.
16.3	None of the Properties is adversely affected or, so far as the Managers are aware, are likely to be adversely affected by any planning proposals.
17	Rates and outgoings
17.1	The Properties are not subject to any outgoings (other than uniform business rates, local property related taxes which are customary in the jurisdiction in which the relevant Properties are located, utility charges and other standard payments or corresponding charges to the relevant utility companies and VAT or any tax of a similar nature and in the case of leasehold properties, rent, service charge and insurance premiums under the leases) whether of a periodically recurring nature or otherwise, and whether payable by the owner or occupier of the Properties.
17.2	No appeal has been lodged or is pending in respect of the rateable value and there are no current proposals for any increase of the rateable values of the Properties. As regards UK Properties all buildings forming part of them have been occupied (within the meaning of section 65(2) Local Government Finance Act 1988) continuously for at least the last 6 months and used for the purpose for which they were constructed or have been adapted.
18	Compliance with statutes and planning obligations
	The uses of the Properties (and the use of plant and machinery in connection with them) and the construction and layout of the Properties (including any alterations carried out to them) are the permitted uses under and, so far as the Managers are aware, materially comply with the provisions of all relevant legislation of the relevant jurisdiction from time to time and regulations made under such

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legislation and, so far as the Managers are aware, are materially in accordance with the requirements of the local planning, environmental health, building control, fire and all other competent authorities and all restrictions, conditions and covenants imposed by or pursuant to such legislation have, so far as the Managers are aware, been observed and performed.

19	Leases affecting the Properties
19.1	The relevant member of the Target Group has paid the annual rent which is lawfully due up to and including the date hereof and the last demand for such rent (or receipt for rent if issued) was unqualified.
19.2	All licences, consents and approvals required from the immediate landlords under the leases or corresponding legal interests have been obtained and, so far as the Managers are aware, the material covenants on the part of the tenant contained in the licences, consents and approvals have been duly performed and observed.
19.3	So far as the Managers are aware, there is no reason why the existing leases of the Properties should not be renewed on their expiry or a fresh lease granted.
19.4	There are no rent reviews under the leases or corresponding legal interests currently in progress.
19.5	The Target Group has not received a written notice relating to an outstanding and unobserved or unperformed material obligation necessary to comply with any lawful requirement given by the landlords under any of the leases or corresponding legal interests.
19.6	All leases in respect of which it is necessary as a matter of law in the relevant jurisdiction in which the Properties are situated have been registered with the appropriate land registration body in such jurisdiction.
20	VAT
20.1	In the case of UK Properties the Properties are not the freehold of a building or civil engineering work which falls within Item 1(a) Group 1 Schedule 9 VATA.
20.2	No member of the Target Group and no relevant associate (within the meaning of paragraph 3 Schedule 10 VATA) of any member of the Target Group has made an election to waive exemption under paragraph 2 of Schedule 10 VATA in respect of the Properties (or, if such member of the Target Group is not incorporated in the UK, the provisions of such legislation which most nearly approximate to paragraph 2 of Schedule 10 VATA).

ENVIRONMENTAL/HEALTH AND SAFETY (EHS) MATTERS

The only warranties given in respect of EHS matters are set out in paragraphs 21 to 24.

21	EHS Permits
	All EHS Permits which are required by law in relation to any Property or by any member of the Target Group have been obtained and are currently being complied with in all material respects.

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22	Compliance with EHS Law
22.1	So far as the Managers are aware, each member of the Target Group is currently in material compliance with EHS Law and, so far as the Managers are aware, prior to the date of this Agreement each member of the Target Group has materially complied with EHS Law in operating the business of that respective member of the Target Group, provided that this warranty shall not apply to any past non-compliance or breach where such past non-compliance or breach has been wholly remedied or otherwise corrected.
22.2	So far as the Managers are aware, there are no conditions in any EHS Permit requiring the material upgrading, replacement or alteration of any plant or equipment, or requiring material capital expenditure to ensure continued compliance with EHS Laws as the business of the Target Group is operated at the date of this Agreement, and no Manager is aware of any material expenditure (other than in respect of routine maintenance) required by the Target Group to carry on the business as operated at the date of this Agreement in order to ensure compliance with EHS Law and/or EHS Permits in the six months immediately following the date of this Agreement.
22.3	No member of the Target Group has received any formal written communication from any relevant authority which is outstanding as at the date of this Agreement and from which it appears that it is reasonably likely to be or is alleged to be in breach of EHS Law, or where failure to comply with such formal written communication would constitute a breach of EHS Law, and the Managers are not aware of any circumstances which are reasonably likely to give rise to such a communication which would relate to a material breach of EHS Law.
22.4	So far as the Managers are aware: (i) no member of the Target Group has caused the presence of Hazardous Substances at any Properties or any of their former properties, where the presence of such Hazardous Substances currently gives rise to a material breach of, or actual material liability under, EHS Laws or is reasonably likely to give rise to a material breach of, or actual material liability under, EHS Laws; and/or (ii) none of the Properties is in such a state or condition so as to give rise to a material actual remediation liability under EHS Laws or is reasonably likely to give rise to a material actual remediation liability under EHS Laws.
22.5	No member of the Target Group: (i) currently uses asbestos, asbestos-containing materials, silica or any combination thereof in the products it manufactures; and (ii) so far as the Managers are aware, currently markets, sells and/or distributes any third party products containing asbestos, asbestos-containing materials, silica or any combination thereof, in both cases in breach of EHS Law. Further, the Disclosure Letter contains all details which are known to the Managers of any former manufacturing, marketing, selling, distribution and/or use of asbestos, asbestos-containing materials, silica or any combination thereof by any member of the Target Group in their products.
22.6	Details of any prosecutions, enforcement actions (whether formal or informal), investigations, claims, proceedings, actions, judgments or written complaints from third parties or regulatory authorities received in the three years immediately prior to the date of this Agreement involving any member of the Target Group in relation to EHS Laws have been disclosed to the Purchaser.

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23	Liability
	No member of the Target Group is, nor in the three years immediately prior to the date of this Agreement has any member of the Target Group been, engaged in any action, litigation, arbitration or dispute resolution proceedings or subject to any investigation under EHS Law which is outstanding as at the date of this Agreement and no member of the Target Group has received any formal written communication from any relevant authority in relation to any such pending or threatened action, litigation, arbitration, dispute resolution proceeding or investigation and, so far as the Managers are aware, no circumstances exist which are reasonably likely to give rise to such action, litigation, arbitration, dispute resolution proceeding or investigation.
24	Information
24.1	So far as the Managers are aware, each member of the Target Group has in the financial year immediately prior to the date of this Agreement supplied to the relevant authorities all material information required by EHS Law to be supplied and all such information given was correct in all material respects at the time the information was supplied.
24.2	In respect of each of the Manufacturing Sites, ENVIRON has been supplied with and has reviewed all material audits and assessments relating to the Environment in the control of the Managers.

EMPLOYEES

In this paragraph 25, “Employment Law” means all and any laws, common law, statutes, directives, regulations, judgments, decrees or orders, whether of the European Community or the United Kingdom or any other relevant jurisdiction, relating to or connected with the employment of employees and workers and/or their health and safety at work.

25	Remuneration and employees
25.1	Details of all the employees, workers and officers of each member of the Target Group with an annual salary of in excess of £30,000 as at the Accounts Date are correctly set out in the Disclosure Letter and copies of standard form contracts of employment used by each member of the Target Group (and all manuals, handbooks, rules, regulations and written statements of terms, conditions, policies, procedures and practices) as at the Accounts Date are contained in the Data Room.
25.2	There are no current or, so far as the Managers are aware, pending or threatened claims of any type against the Target Group by any existing or former employees or directors of such entities or by any existing or former consultants to them.
25.3	So far as the Managers are aware, there are no amounts owing to any present or former officers, workers or employees of any member of the Target Group, other than remuneration accrued (but not yet due for payment) in respect of the calendar month in which this Agreement is executed or for reimbursement of business expenses incurred during such month.

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25.4	All contracts of employment between each member of the Target Group and its directors and employees which are terminable in accordance with their terms on notice of greater than three months’ have been disclosed in the Disclosure Letter.
25.5	No member of the Target Group has:
25.5.1	employed or engaged or made any offers to employ or engage any person with an annual salary of in excess of £70,000:

25.5.1.1	since the Accounts Date; or
25.5.1.2	where such employment or engagement will take effect after the date of this Agreement; or

25.5.2 given or received notice to terminate the employment or engagement of any person with an annual salary in excess of £70,000 and no person with an annual salary in excess of £70,000 has ceased to be employed or engaged by any member of the Target Group:

25.5.2.1	since the Accounts Date; or
25.5.2.2	where such notice has not yet expired.

25.6	There is no person previously employed or engaged by any member of the Target Group with an annual salary in excess of £70,000 who now has or may have a statutory or contractual right to return to work or to be re-instated or re-engaged by the relevant member of the Target Group.
25.7	So far as the Managers are aware, details of all employees with an annual salary in excess of £30,000 who have been absent from work for more than four consecutive weeks (whether on maternity leave, unpaid leave, long-term sickness, secondment, authorised annual leave or otherwise) as at the date of this Agreement are contained in the Disclosure Letter.
25.8	The Target Group is not currently operating, nor is it proposing to introduce, any share incentive scheme, share option scheme or profit sharing, or exit bonus scheme.
25.9	For employees who are known as “Tier 3” employees (being the Managers, their direct reports and the direct reports of the aforesaid direct reports) the Target Group is not currently operating, nor is proposing to introduce, any commission or other such incentive scheme.
25.10	Other than industrial negotiations in the ordinary course of business, including pay negotiations, no member of the Target Group is involved, or has during the 12 months prior to the date of this Agreement been involved, in any strike, lock-out, or industrial negotiations with any trade union or body of employees or workers that has had a material negative effect on the business of the Target Group.
25.11	No member of the Target Group operates, or has operated during the last 12 months, any short term working scheme or arrangement or any redundancy or redeployment scheme or arrangement, whether formal or informal, contractual or non-contractual, which provides for payments greater than those required by

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	statute to be paid or for notice periods greater than those set out in contracts of employment or engagement to be given to more than 20 employees.
25.12	No employee of any member of the Target Group is subject to any disciplinary action or is engaged in any grievance procedure in connection with any wrong doing by him in the course of his employment by the Target Group.
25.13	Completion will not give rise to the payment of any remuneration, payments or benefits or any enhancements or accelerations thereof to any employee other than in accordance with the Bonus Arrangements whether in accordance with the standard terms and conditions of employment of such employee or otherwise.
26	Pensions
	The Warranties set out below at paragraphs 26.1 to 26.15, insofar as they relate to arrangements providing benefits for or in respect of former employees only, are in each case qualified by reference to the awareness of the Managers.
26.1	Apart from arrangements for the provision of benefits which are mandatory or required by applicable law for employees in the relevant jurisdiction, or which are optional where the decision made by the relevant member of the Target Group as to whether or not to participate in that scheme is apparent from the documentation disclosed in relation to the Pension Schemes generally (any such arrangements being referred to in this paragraph 26 as “State Schemes”), the Pension Schemes are the only arrangements for the purpose of providing benefits on retirement or death to which any member of the Target Group has any liability. No announcement has been made (or is being considered) regarding continuing, introducing or altering such benefits.
26.2	Where applicable to a Pension Scheme, the Data Room includes (other than in relation to State Schemes) details of:
26.2.1	the amounts (including contributions and premiums) payable in respect of the Pension Schemes;
26.2.2	a description of the governing structure of the Pension Schemes together with relevant supporting documentation;
26.2.3	the most recent actuarial valuations of those Pension Schemes which provide defined benefits.
26.3	So far as it relates to employees of any member of the Target Group, the CompAir UK Limited Group Stakeholder Pension Scheme has always operated as one or more of personal pension schemes which were (until 6 April 2006) approved under Chapter IV of Part XIV of the Income and Corporation Taxes Act 1988 and which since that date have been registered pension schemes under the Finance Act 2004.
26.4	Save for any scheme which is a multi-employer scheme (being a scheme in which employees outside the Target Group participate) or arrangements which are based on a set of standard conditions, the members of the Target Group are the only employers that have ever participated in the Pension Schemes.
26.5	There is no contracting-out certificate in force issued to any Target Company.

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26.6	Each member of the Target Group and the Pension Schemes materially comply and, so far as the Managers are aware, have at all times materially complied with all legal and regulatory requirements (including equal treatment and data protection requirements) and legally-binding contribution obligations applicable to the participation by the relevant members of the Target Group in the Pension Schemes.
26.7	Save as disclosed, there is no outstanding claim, dispute or, so far as the Managers are aware, regulatory investigation which relates to the Pension Schemes or to the provision of death benefits in respect of each member of the Target Group’s current and former employees, and no member of the Target Group has received written notice of any such pending or threatened claim, dispute, complaint or regulatory investigation or is aware of any circumstances which would be reasonably likely to give rise to such a claim, dispute or investigation.
26.8	Save as disclosed, all amounts payable in respect of the Pension Schemes which have become due for payment have been paid on or before the date on which they were due, including (where appropriate to a scheme):
26.8.1	all contributions;
26.8.2	all premiums payable in respect of any insurance policy; and
26.8.3	all taxes and expenses, including any fees for services rendered or requested in respect of the Pension Schemes and any tax charges payable under Chapter 5 of Part IV of the Finance Act 2004.
26.9	Except in relation to the arrangements in South Africa (full details of which are Disclosed), no event has occurred (other than due to any action by the Purchaser apart from the fulfilment of its obligations under this Agreement) which could result in any of the Pension Schemes being closed, terminated or wound up in whole or in part (but which has not yet so resulted).
26.10	All death in service benefits (other than payments from employees’ accounts under personal pension schemes) provided in respect of employees of any member of the Target Group are fully insured with an appropriately authorised (where applicable) insurance company in the relevant jurisdiction.
26.11	No liability has been imposed on any member of the Target Group under sections 75 or 75A of the Pensions Act 1995, as a debt due to any occupational pension scheme which has not yet been paid in full.
26.12	No employees of any member of the Target Group have a right to enhanced pension benefits on redundancy or early retirement, or to a set amount of employer contributions, as a result of their employment having transferred to a member of the Target Group under the Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006.
26.13	Save as disclosed, no member of the Target Group has indemnified the trustees of a Pension Scheme or anyone else in respect of any liabilities relating to a Pension Scheme.

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26.14

No contribution notice or financial support direction (as defined in sections 38 to 51 of the Pensions Act 2004) has been issued in respect of the Pension Schemes or to any member or director of the Target Group. No member of the Target Group has sought clearance for any matter under section 42 or section 46 of the Pensions Act 2004 and no notification has been given by any member of the Target Group to the Pensions Regulator under section 69 of the Pensions Act 2004.

26.15

None of the Pension Schemes is a ‘cross-border scheme’ (as defined in The Occupational Pension Schemes (Cross-border Activities) Regulations 2005).

CONTRACTS

27	Insurance
27.1	All assets of the Target Group of an insurable nature have at all times in the last three years been and are insured in all material respects in line with recommendations received from relevant insurance brokers.
27.2	All premiums which became due in the last 3 years in relation to each member of the Target Group’s policies of insurance have been paid.
27.3	Particulars of each member of the Target Group’s insurances and of all claims made against those insurances in the last 3 years are set out in the Data Room.
28	Financing and working capital
28.1	The amount borrowed by each member of the Target Group from its bankers does not exceed the amount of the facility agreed with such bankers and the total amount borrowed by each member of the Target Group does not exceed any limitation on its borrowing contained in its articles of association or in any Contract, debenture, loan stock deed or any other contract to which it is a party.
28.2	No member of the Target Group has procured or engaged (directly or indirectly) in any borrowing or financing which is not properly shown or reflected in its statutory accounts or Management Accounts.
28.3	Accurate details of all overdrafts, loans or other financial facilities outstanding or available to each member of the Target Group are set out in the Disclosure Letter and copies of all material documents relating to those facilities are included in the Data Room. The Target Group has not received written notice that any of those facilities has been withdrawn or had its material terms altered since the Accounts Date.
28.4	There are no material debts owing to the Target Group other than trade debts incurred in the ordinary and usual course of business.
28.5	No indebtedness of any member of the Target Group is due and payable, no written notice has been received by the Target Group that any security over any of the assets of any member of the Target Group is now enforceable. No member of the Target Group has, since the Accounts Date, failed to comply with any written notice from a bank or other finance creditor requiring any payment to be made or seeking the enforcement of any security which it may hold over any member of the Target Group’s assets. No member of the Target Group has

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	received written notice that it is in material breach (being a breach giving rise to a liability on the part of the relevant member of the Target Group of more than £100,000) of the terms of any facility with any bank or other debt obligation to which it is a party.
28.6	No person (other than a member of the Target Group) has given any guarantee of or security for any overdraft, loan, other financial facility which is presently used by the Target Group granted to any member of the Target Group or other liability of any member of the Target Group.
28.7	There is not outstanding any agreement or arrangement which establishes any guarantee, indemnity, suretyship, form of comfort or support (whether or not legally binding) given by any member of the Target Group in respect of the obligations or solvency of any third party.
28.8	No member of the Target Group has during the 2 years preceding the date of this Agreement applied for or received any grant, subsidy or financial assistance from any government department or other government body which has not been repaid in accordance with its terms.
29	Material contracts
29.1	Copies of all Material Contracts entered into by members of the Target Group since the Accounts Date are contained in the Data Room.
29.2	No member of the Target Group has received written notice that it is in material breach (being a breach giving rise to a liability on the part of the relevant member of the Target Group of more than £100,000) of any Material Contract to which it is a party, no member of the Target Group has received written notice or is aware that any other party to any such Material Contract is in material breach of it and the Managers are not aware of any circumstances which taken together are reasonably likely to give rise to such a breach.
29.3	Except in the ordinary course of business no tender, quotation or offer issued by the Target Group and still outstanding is or will be capable of giving rise to a contract merely by an order acceptance or other action by another party.
29.4	There is not outstanding any agreement, arrangement or understanding to which the Target Group is a party and in which any director or former director of the Target Group or any connected person is or has been interested, whether directly or indirectly save for agreements for the sale or supply of goods or services on normal commercial terms.
29.5	The Target Group is not:
29.5.1	a member of, or party to, any association (other than trade associations), partnership, joint venture, consortium, profit or loss sharing arrangement;
29.5.2	a party to any agency, licensing, marketing, distributorship, purchasing or manufacturing agreement or arrangement which in each case constitutes a Material Contract; or

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29.5.3	a party to any arrangement or agreement pursuant to which the Target Group’s freedom to purchase and supply goods and services from and to any person and to carry on its business in any part of the world is in any way restricted.
30	Other business matters
30.1	So far as the Managers are aware, during the 12 months ending on the date of this Agreement, no substantial customer or supplier of any member of the Target Group (providing 5% or more of the Target Group’s (taken as a whole) supplies or turnover in the Target Group’s last financial year) has ceased or substantially reduced its business or materially changed its terms of business with any member of the Target Group, and no formal written notice has been received by any member of the Target Group or any of the Managers that there will be any such change, cessation or reduction. The Managers are not aware that any cessation or substantial reduction in trade or change in terms of dealing with such customer or supplier as described above is reasonably likely after Completion.
30.2	No member of the Target Group carries on business under any name other than its own corporate name or any other name specified in the Disclosure Letter and no notice has been received by any member of the Target Group requiring it to cease carrying on business under such names.
30.3	During the 12 months ending on the date of this Agreement no code of practice and no notice affecting prices has been received by any member of the Target Group from any government department, association or similar body which relates to the Target Group’s business.

COMPLIANCE, DISPUTES

31	Company law matters
31.1	The Target Group has complied with all material legal requirements in connection with all issues and grants of shares, debentures, notes, mortgages or other securities of each member of the Target Group.
31.2	The copy of the memorandum and articles of association of each member of the Target Group included in the Data Room is true and complete and has embodied in it or attached to it a copy of every resolution or agreement as is referred to in section 380(4) CA 1985 and/or 29(1) CA 2006 (or, if such member of the Target Group is not incorporated in the UK, provisions in such legislation which most nearly approximates section 380(4) CA 1985 and/or 29(1) CA 2006).
31.3	All returns, particulars, resolutions and other documents required to be filed with or delivered to the Registrar of Companies (or any equivalent public register in any jurisdiction other than England and Wales) by each member of the Target Group or any of its officers have been properly and correctly prepared and so filed and delivered.
31.4	The statutory books (including all registers and minute books) of each member of the Target Group have been properly kept and contain a materially accurate record of the matters which must be dealt with in those books and no written notice or allegation that any of them is incorrect or should be rectified has been received.

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31.5	All shareholder agreements between any of the Vendors and any member of the Target Group shall automatically terminate on Completion.
32	General legal compliance
32.1	Each member of the Target Group has obtained all material licences, consents, permits, authorities and permissions (public and private) necessary as a matter of law to enable it to carry on its business in the places and in the manner in which such business is now carried on. All such licences, consents, permits and authorities are, so far as the Managers are aware, valid and subsisting, are set out in the Disclosure Documents and, so far as the Managers are aware, have been complied with in all material respects and no written notice has been received by any member of the Target Group that any of them has been or will be suspended, cancelled or revoked other than at their stated expiry date.
32.2	So far as the Managers are aware, each member of the Target Group has conducted its business in material compliance with all applicable material legal requirements in its jurisdiction of incorporation.
33	Fair trading
33.1	So far as the Managers are aware, no agreement, transaction, practice or arrangement carried on by any member of the Target Group (or by any person for whose acts or defaults any member of the Target Group may be contractually or vicariously liable), whether unilaterally or with others, or to which any member of the Target Group (or any such person) is a party, and no state of affairs applicable to any member of the Target Group (or any such person) are void, illegal, unenforceable, registrable, or notifiable under or which contravene any competition, anti-trust, anti-monopoly or anti-cartel legislation or regulations anywhere in the world including without limitation:
33.1.1	Section 188 of the Enterprise Act 2002;
33.1.2	Chapter I of the Competition Act 1998, or constitutes an abuse of dominant position contrary to Chapter II of such Act or is or has been the subject of any enquiry, request for information, investigation or proceedings in respect of either of these Chapters; or
33.1.3	Article 81 of the EC Treaty or constitutes an abuse of dominant position contrary to Article 82 of the EC Treaty, or infringes or falls within the scope of any regulation or other enactment made under Article 83 of the EC Treaty, or is or has been the subject of any enquiry, request for information, investigation or proceeding in respect of any of those Articles, and no written notice has been received by any member of the Target Group indicating that any such enquiry, investigation, proceeding, reference or report relating to any such matter is to be made.
33.2	No member of the Target Group has made or threatened to make any complaint against any other person to any relevant authority under any law or legislation referred to in this paragraph.
33.3	No member of the Target Group is subject to any order, judgement, decision or direction given by any court or governmental or regulatory authority, or party to

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any undertaking or assurance given to any such court or authority, in relation to competition matters which is still in force.

33.4	So far as the Managers are aware, each member of the Target Group and their officers, directors and employees have complied and the operations of each member of the Target Group and the activities of the officers, directors and employees of each member of the Target Group have complied with all applicable laws governing corrupt or illicit business practices, including, without limitation, laws dealing with improper or illegal payments, gifts or gratuities and/or the payment of money or anything of value directly or indirectly to any person (whether a government official or private individual) for the purpose of illegally or improperly inducing any person or government official, or political party or official thereof, or any candidate for any such position, in making any decision or improperly assisting any person in obtaining or retaining business or taking any other action favourable to such person, and/or dealing with business practices in relation to foreign investments (including, by way of example, if applicable, the U.S. Foreign Corrupt Practices Act).
34	Litigation
34.1	No member of the Target Group has received written notice of any civil, criminal, tribunal, arbitration, administrative or other proceedings which are pending or threatened by or against it and which would be material and the Managers are not aware of any circumstances which will or reasonably might give rise to such a notice or proceeding.
34.2	There is no outstanding or unsatisfied judgement, decree, order, award or decision of a court, tribunal, arbitrator or governmental agency against any member of the Target Group and no member of the Target Group is currently party to any undertaking or assurance given to a court, tribunal or any other person in connection with the determination or settlement of any claim or proceedings.
35	Insolvency
35.1	No meeting has been convened at which a resolution will be proposed, no petition has been presented, no order has been made and no resolution has been passed for the winding-up of any member of the Target Group or for the appointment of any provisional liquidator. No member of the Target Group has called any formal or informal meeting of all or any of its creditors.
35.2	No administrative receiver, receiver or receiver and manager has been appointed of the whole or any part of the property, assets or undertaking of any member of the Target Group.
35.3	No administrator has been appointed in respect of any member of the Target Group and no steps or actions have been taken in connection with the appointment of an administrator in respect of any member of the Target Group.
35.4	No voluntary arrangement has been proposed or approved under Part I Insolvency Act 1986 and no compromise or arrangement has been proposed, agreed to or sanctioned under section 425 CA 1985 (or, if such member of the Target Group is not incorporated in the UK, provisions in such legislation which

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	most nearly approximates the above legislation) in respect of any member of the Target Group.
35.5	No distress, execution or other process has been levied on or applied for in respect of any asset of any member of the Target Group.
35.6	No member of the Target Group has currently stopped or suspended the payment of its debts or received a written demand pursuant to section 123(1)(a) Insolvency Act 1986 and no member of the Target Group is insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or under any applicable law.
35.7	No disqualification order has at any time been made pursuant to the provisions of the Company Directors Disqualification Act 1986 (or similar applicable law) or proceedings threatened against any former or current officer of any member of the Target Group.
35.8	No member of the Target Group and none of the directors of any member of the Target Group has consulted a person qualified to act as an insolvency practitioner under Part XIII of the Insolvency Act 1986 (or similar applicable law) with a view to minimising the potential loss to the relevant member of the Target Group’s creditors or otherwise in relation to any financial difficulty of such member of the Target Group.
35.9	No member of the Target Group has been a party to any transaction at an undervalue as defined in section 238 of the Insolvency Act 1986 (or similar applicable law) nor has any member of the Target Group given or received any preference as defined in section 239 of the Insolvency Act 1986 (or similar applicable law), in either case within the period of 2 years ending on the date of this Agreement.
36	Effects of the Agreement
36.1	The execution of this Agreement will not:
36.1.1	materially breach any Material Contract to or by which any member of the Target Group is party or bound, or entitle any person to terminate or avoid any Material Contract to which any member of the Target Group is party;
36.1.2	so far as the Managers are aware, result in the loss or impairment of or any default under any material licence, authorisation or consent required by any member of the Target Group for the purposes of its business;
36.1.3	result in the creation, imposition, crystallisation or enforcement of any Encumbrance whatsoever on any of the assets of any member of the Target Group;
36.1.4	so far as the Managers are aware, result in any material liability of the Target Group being created or increased; or
36.1.5	result in any present or future Indebtedness of the Target Group becoming due or payable or capable of being declared due and payable prior to its date of maturity.

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SCHEDULE 5

Part 3

Section 3B
Taxation Warranties

1	Returns, Records and Disputes
1.1	All notices, returns, computations and registrations which should have, within the period of three years prior to the date of this Agreement, been made or supplied by any member of the Target Group for any Taxation purpose have been made within the requisite periods and are, where applicable, complete and up-to-date. None of them is the subject of any dispute with any Taxation Authority.
1.2	No member of the Target Group is involved in any audit or material dispute with any Taxation Authority or has within the period of three years prior to the date of this Agreement been the subject of any investigation or enquiry by any Taxation Authority (other than routine questions) and no Taxation Authority has indicated that it intends to investigate the Taxation affairs of any member of the Target Group.
2	Payments
2.1	So far as the Managers are aware:
2.1.1	each member of the Target Group has paid all Tax that has become due within the period of six years prior to the date of this Agreement; and
2.1.2	no member of the Target Group is under any liability to pay any penalty, interest, surcharge or fine in connection with any such liability to Tax.
2.2	Each member of the Target Group has within the period of three years prior to the date of this Agreement: (i) deducted and properly accounted to the appropriate Taxation Authority for all amounts which it has been obliged to deduct in respect of Taxation; (ii) complied fully with all reporting requirements relating to all such amounts; and (iii) where required, duly provided certificates of deduction of tax to the recipients of payments from which deductions have been made.
3	Residence
	Each member of the Target Group is and has at all times in the last six years been resident in its country of incorporation for tax purposes and is not and has not at any time in that period been treated as resident in any other jurisdiction for any tax purpose (including any double taxation arrangement). No member of the Target Group has a permanent establishment or other taxable presence in any jurisdiction other than the jurisdiction in which it was incorporated.
4	Transfer Pricing
4.1	The Disclosure Letter gives details of:

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4.1.1	the transfer pricing policies and methodologies adopted by the Target Group; and
4.1.2	any transaction between members of the Target Group entered into within the period of three years prior to the date of this Agreement to which Schedule 28AA ICTA paragraph 1(1) (or any foreign equivalent) applies and which, so far as the Managers are aware, was undertaken on terms which are not in accordance with those policies and methodologies.
5	Stamp Duty/Capital Duty
	All documents in the possession or under the control of any member of the Target Group or to the production of which a member of the Target Group is entitled which establish or are necessary to establish the title of a member of the Target Group to any asset, or by virtue of which a member of the Target Group has any right, have been duly stamped and any applicable stamp duties or similar duties or charges in respect of such documents have been duly accounted for and paid.
6	Execution of Agreement
	The execution or completion of this Agreement will not result in any Degrouping Charge arising in any member of the Target Group. For the purposes of this paragraph, “Degrouping Charge” means any liability to Taxation of any member of the Target Group which arises by reason of that company ceasing to be treated as a member of a group of companies for tax purposes as a result of Completion, or of entering into this Agreement, or of the satisfaction of any condition specified in this Agreement.
7	VAT: general
7.1	Each member of the Target Group:
7.1.1	is registered for VAT purposes and such registration is not subject to any conditions set down by any Taxation Authority and is not registered for VAT or any similar tax in any other jurisdiction;
7.1.2	maintains complete, correct and up-to-date records for the purposes of applicable legislation relating to VAT and is not subject to any Taxation Authority conditions in this regard and is not in arrears with any payment or return under that legislation or in respect of excise or customs duties, or liable to any abnormal or non-routine payment of VAT, or any forfeiture or penalty, or to the operation of any penal provision.

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SCHEDULE 6
Limitations on liability

1	The Purchaser acknowledges to and agrees with the Vendors that any claim by the Purchaser in respect of any breach of the Managers’ Warranties (“a Managers’ Warranty Claim”) or the Vendors’ Warranties shall be dealt with in accordance with the following provisions of this Schedule. The Managers’ Warranties and the Vendors’ Warranties shall accordingly have effect subject to and as qualified by the terms of this Schedule.
2	The liability of each Vendor in respect of any breach of the Vendors’ Warranties and of each Manager in respect of any breach of the Managers’ Warranties shall be limited as follows:
2.1	there shall be disregarded for all purposes (including, for the avoidance of doubt, the application of the de minimis threshold in paragraph 2.2) any breach of any of the Managers’ Warranties in respect of which the amount which the Purchaser would otherwise (but for the provisions of this paragraph 2.1) be entitled to recover would be less than £100,000;
2.2	subject to paragraph 2.1, the Purchaser shall not be entitled to recover any amount in respect of a breach of the Managers’ Warranties unless the amount recoverable, when aggregated with all other amounts recoverable for breach of the Managers’ Warranties, exceeds £3,000,000, in which event, subject to the provisions of this Schedule 6, the full amount, and not merely the amount in excess of £3,000,000, shall be recoverable;
2.3	the maximum aggregate liability of each Vendor in respect of all or any breaches of the Vendors’ Warranties shall be limited to and shall in no event exceed the amount of the Share Consideration received by it (less, in the case of each Manager, any sums paid by such Manager in respect of all Managers’ Warranty Claims);
2.4	the maximum aggregate liability of each of the Managers in respect of all or any Managers’ Warranty Claims in relation to the Managers’ Warranties given by such Manager shall be limited to and shall in no event exceed the amount set opposite his name below and for each Manager shall not exceed his Relevant Percentage of a Managers’ Warranty Claim:-

(1)	(2)
Manager	Aggregate Liability
Nicholas Sanders	£ = 20 per cent. of the net (after tax and costs of the sale) proceeds of sale actually received by Nicholas Sanders in respect of his shares pursuant to this Agreement)
Nicholas Keegan	£ = 20 per cent. of the net (after tax and costs of the sale) proceeds of sale actually received by Nicholas Keegan in respect of his shares pursuant to this Agreement
Jouko Peussa	£ = 20 per cent. of the net (after tax and costs of the sale) proceeds of sale actually received by Jouko Peussa in respect of his shares pursuant to this Agreement

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(1)	(2)
Manager	Aggregate Liability
Howard Parsons	£ = 20 per cent. of the net (after tax and costs of the sale) proceeds of sale actually received by Howard Parsons in respect of his shares pursuant to this Agreement
Thierry Bouzac	£ = 20 per cent. of the net (after tax and costs of the sale) proceeds of sale actually received by Thierry Bouzac in respect of his shares pursuant to this Agreement
Robert Cheshire	£ = 20 per cent. of the net (after tax and costs of the sale) proceeds of sale actually received by Robert Cheshire in respect of his shares pursuant to this Agreement
Gavin Monn	£ = 20 per cent. of the net (after tax and costs of the sale) proceeds of sale actually received by Gavin Monn in respect of his shares pursuant to this Agreement
Gary Woodhead	£ = 20 per cent. of the net (after tax and costs of the sale) proceeds of sale actually received by Gary Woodhead in respect of his shares pursuant to this Agreement
Graham Roberts	£ = 20 per cent. of the net (after tax and costs of the sale) proceeds of sale actually received by Graham Roberts in respect of his shares pursuant to this Agreement
Malcolm Blackwell	£ = 20 per cent. of the net (after tax and costs of the sale) proceeds of sale actually received by Malcolm Blackwell in respect of his shares pursuant to this Agreement

3	Each Manager shall cease to have any liability for breach of any of the Managers’ Warranties, on the date being eighteen months from the Completion Date unless the Managers’ Representatives receives from the Purchaser notice of a Managers’ Warranty Claim prior to that date:
3.1	identifying by paragraph number each of the Managers’ Warranties that is alleged to have been breached;
3.2	specifying in reasonable detail:
3.2.1	the matter giving rise to the alleged Managers’ Warranty Claim;
3.2.2	the nature of the alleged Managers’ Warranty Claim;
3.2.3	the damage caused to the Purchaser as a consequence of the alleged breach of the Managers’ Warranties; and
3.2.4	the amount claimed,
	but, unless such Managers’ Warranty Claim is accepted by the Managers’ Representatives or agreed or adjudicated in favour of the Purchaser, his liability in respect of any Managers’ Warranty Claim shall terminate absolutely and the

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Managers’ Warranty Claim shall be deemed to have been withdrawn and shall become fully barred and unenforceable if proceedings in respect of it shall not have been commenced by being both issued and served on the relevant Manager within the period of 6 months from the date on which the Purchaser gives notice to the Managers’ Representatives in accordance with paragraph 6.1 of this Schedule.

4	A Manager shall have no liability in respect of any Managers’ Warranty Claim:
4.1	to the extent that the claim in question arises, or is increased wholly or partly from an act or omission compelled by law after date of this Agreement; or
4.2	to the extent that the claim in question arises, or is increased, wholly or partly as a result of any change in any enactment, law, regulation, directive or published practice of any government, government department, agency, tax authority or other fiscal, monetary or regulatory body (including extra statutory concessions of HMRC) made after the date of this Agreement whether or not having retrospective effect; or
4.3	to the extent that the claim in question would not have arisen but for a voluntary act or transaction carried out by the Purchaser or any of its Group Companies (including the Company or any of the Subsidiaries) after the date of this Agreement otherwise than in the ordinary course of business; or
4.4	to the extent that the matter or circumstance giving rise to the claim in question arises (in whole or in part) from any event before or after the date of this Agreement at the request or direction of the Purchaser or its authorised representatives or professional advisers; or
4.5	to the extent that the claim is based upon a liability which is contingent only, unless and until such contingent liability becomes an actual liability provided that where the Purchaser has given notice of a Managers’ Warranty Claim in respect of a contingent liability prior to the end of the 18 month period set out in paragraph 3, the time periods in paragraph 3 shall be suspended in respect of such Managers’ Warranty Claim until (i) such time as the relevant liability becomes an actual liability and (ii) if a contingent liability has not become an actual liability within 36 months of the Purchaser serving notice of the claim pursuant to paragraph 3 above, the Manager’s liability in respect of such Managers’ Warranty Claim shall terminate absolutely and the Managers’ Warranty Claim shall be deemed to have been withdrawn and shall become fully barred and unenforceable; or
4.6	to the extent that the Company or any of the Subsidiaries is insured against any loss or damage suffered by the Company or any of the Subsidiaries forming the basis of the claim in question under the terms of any insurance policy of the Company or any of the Subsidiaries for the time being in force; or
4.7	if the Purchaser assigns or purports to assign any of its rights under this Agreement other than in accordance with Clause 14 of this Agreement; or
4.8	to the extent the claim in question relates to a taxation liability of the Target Group which arises out of the ordinary course of business of the Target Group since the date of the Accounts; or

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4.9	to the extent that the liability or other matter giving rise to the claim in question is fairly disclosed in the Disclosure Letter, the Data Room, the Information Memorandum or the Due Diligence Reports; or
4.10	to the extent the claim occurs wholly or partly out of or the amount thereof is increased as a result of (in which case only the amount of the increase shall be discounted):
4.10.1	any change in the accounting principles or practices of the Purchaser (including the length of any accounting period for tax purposes) introduced or having effect after the date of this Agreement other than where legally necessary to comply with applicable accounting standards; or
4.10.2	any increase in the rates of taxation made after the date of this Agreement; or
4.11	to the extent that the Purchaser was actually aware prior to the date of this Agreement of the matter or circumstances giving rise to the claim in question; or
4.12	to the extent that the fact, matter, event or circumstance giving rise to such claim is remediable and is remedied by or at the expense of the Managers within 60 days of the date upon which notice of such claim is given to the Managers’ Representatives.
5	The scope of the Manager’s liability in relation to each of Intellectual Property Rights, Properties, Environmental/Health and Safety (EHS) matters and Pensions (respectively paragraphs 12, 14 to 20, 21 to 24 and 26 of Section 3A of Part 3 of the Managers’ Warranties) and Taxation (Section 3B of Part 3 of the Managers’ Warranties) has been limited to such paragraphs and the Manager shall have no liability in respect of any Managers’ Warranty Claim relating to such matters other than under the terms of those specific paragraphs.
6	If any matter comes to the notice of the Purchaser, the Company or any of the Subsidiaries which may give rise to a liability under the Managers’ Warranties, the Purchaser shall (and shall procure that its Group Companies, including the Company and the Subsidiaries shall):
6.1	as soon as reasonably practicable give written notice of that matter to the Managers’ Representatives, specifying in reasonable detail the nature of the potential liability and, so far as is practicable, the amount likely to be claimed in respect of it and thereafter shall regularly consult with the Managers’ Representatives with respect to the matter;
6.2	retain and preserve all relevant assets, documents, records and information within the power, possession or control of the Purchaser and its Group Companies (including the Company and the Subsidiaries) of, or relating to the Target Group which are or are reasonably likely to be relevant in connection with any claim for so long as any actual or prospective claims remain outstanding;
6.3	not make any admission of liability, agreement or compromise with any person, body or authority in relation to that matter without the prior written consent of the Managers’ Representatives which consent shall not unreasonably be withheld;
6.4	give the Managers and their professional advisers reasonable access to the premises and personnel of the Purchaser and/or the Company or any of the

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Subsidiaries (as the case may be) and to any relevant chattels, accounts, documents and records within the power or control of the Purchaser and/or the Company or any of the Subsidiaries so as to enable the Managers and their professional advisers to examine such premises, chattels, accounts, documents and records and to take copies at their own expense;

6.5	subject to the Managers indemnifying the Purchaser and/or the Company and the Subsidiaries to the Purchaser’s reasonable satisfaction against any liability, costs, damages or expenses which are properly incurred as a result of any request by the Managers, take such action as the Managers may reasonably request to avoid, dispute, resist, compromise or defend any claim arising out of the matter in question.
7	If the Purchaser and/or the Company or any of the Subsidiaries is or may be entitled to recover from some other person any sum in respect of any matter giving rise to a Managers’ Warranty Claim, the Purchaser shall as soon as is reasonably practical give detailed written notice to the Managers of the matter and thereafter shall regularly consult with the Managers with respect to the matter and shall procure that all reasonable steps are taken to enforce recovery and, if any sum is so recovered, then either the amount payable by the relevant Manager(s) in respect of that Managers’ Warranty Claim shall be reduced by an amount equal to the sum recovered (less the reasonable costs of such recovery and any related loss of any reduction in or relief from taxation which had arisen by virtue of the relevant loss or damage) or (if any amount shall already have been paid by the relevant Manager(s) in respect of that Managers’ Warranty Claim) there shall be repaid to the relevant Manager(s) an amount equal to the amount recovered (less the reasonable costs of such recovery and any related loss of any reduction in or relief from taxation which had arisen by virtue of the relevant loss or damage) or (if less) the amount of such payment (less the reasonable costs of such recovery and any related loss of any reduction in or relief from taxation which had arisen by virtue of the relevant loss or damage) (in either case with any interest paid by such other person but less any tax chargeable on the Purchaser or the Company or any of the Subsidiaries in respect of such interest).
8	If at any time after Completion a Manager wishes to insure all or any part of his liability in respect of Managers’ Warranty Claims, the Purchaser shall provide such information as any prospective insurer or broker may reasonably require before effecting such insurance, subject to such insurer or broker (as the case may be) agreeing (save as required by applicable law or regulation) to keep such information as it receives from the Purchaser confidential.
9	The Purchaser confirms on behalf of itself and as trustee for each of its Group Companies that at the date of this Agreement it is not aware of any breach of Managers’ Warranty.
10	For the avoidance of doubt:
10.1	nothing in this Schedule shall limit the Purchaser’s obligation to mitigate its loss in respect of any Managers’ Warranty Claim;
10.2	neither the Purchaser nor the Company nor any of the Subsidiaries shall be entitled to recover damages in respect of any Managers’ Warranty Claim or

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otherwise obtain reimbursement or restitution more than once in respect of the same fact, subject matter, circumstances or loss.

11	If at any time after the Completion Date a Manager wishes to insure all or any part of its liability in respect of a Managers’ Warranty Claim, the Purchaser shall at that Manager’s expense provide such information as any prospective insurer or broker may reasonably require before effecting such insurance.
12	Reference in a Warranty to the Company or the Managers “having received notice” or “having been put on notice” or any similar expression shall be construed as a reference to written notice having been received by a Manager or the Company as appropriate.
13	This Schedule 6 shall remain in full force and effect notwithstanding Completion and in particular shall not be discharged in whole or in part by any breach of any of the Managers’ Warranties or any Managers’ Warranty Claim.

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SCHEDULE 7
Part 1

Each Vendor will procure that, between the date of this Agreement and Completion, without the consent of the Purchaser:

1	no increase shall be made in the authorised, allotted or issued share or loan capital of the Company and no option, or similar right entitling any person to receive, or convert into, the share or loan capital of the Company shall be issued or granted;
2	no option shall be offered or granted over any unissued share capital of the Company or similar right entitling any person to acquire such share capital;
3	the Company shall not merge or amalgamate or agree to merge or amalgamate its business with any other company;
4	the Company shall not enter into any scheme or formal arrangement with creditors;
5	except for resolutions approving annual accounts or undertaking other routine matters (including without limitation the retirement and re-appointment of directors), the Company shall not pass any shareholders’ resolution; and
6	not solicit, encourage or entertain any offer for all or any of the Shares or any part of the business of the Target Group from any person.

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Part 2

Each Manager will procure (to the extent he is able to do so by virtue of his position as a shareholder in the Company, a director of a member of the Target Group or his employment position) that, between the date of this Agreement and Completion (and unless the Purchaser otherwise consents in writing, such consent not be unreasonably withheld or delayed or it is a matter relevant to comply with actions envisaged under Clause 2.1.3, 2.1.4 or 2.3 of this Agreement):

1	each member of the Target Group shall carry on its business in the ordinary course in accordance with all applicable laws, regulations and other requirements having the force of law in substantially the same manner as it was operated prior to the date of this Agreement;
2	each member of the Target Group shall not borrow any money, except under its existing overdraft facilities from its bankers where the borrowing does not exceed the amount available to be drawn under those facilities;
3	other than in the ordinary course of business, no member of the Target Group shall enter into any guarantee or indemnity or other agreement to secure, or incur financial or other obligations with respect to, the obligations of any person other than another member of the Target Group;
4	other than in the ordinary course of business, no member of the Target Group shall grant any lease, licence or third party right or terminate, or give notice to terminate, a lease, licence or third party right in respect of any part of the Property;
5	no member of the Target Group shall assign or otherwise dispose of any part of the Property;
6	no member of the Target Group shall create any Encumbrance over the Property or another asset of any member of the Target Group or redeem an existing Encumbrance over the Property or another asset of any member of the Target Group;
7	each member of the Target Group shall pay all relevant premiums in respect of all insurance policies of the Companies in force at the date of this Agreement;
8	no member of the Target Group shall:
8.1	enter into a service agreement or make any offer of employment to or increase or agree to increase the remuneration or benefits of or pay a bonus to or terminate the employment of (i) any director or senior employee which, for the purposes of this sub-clause, is a person whose remuneration, if employed by any member of the Target Group, would exceed £70,000 per annum; or (ii) any group of individuals unless such employment remuneration or bonus has been contemplated in a relevant business plan or budget disclosed in the Data Room;
8.2	initiate, discontinue, settle, discharge or compromise any litigation or arbitration proceedings or any claims or liabilities in relation thereto, save in relation to insurance claims handling;

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8.3	enter into any long term contract (being a contract which cannot be terminated on less than 120 days’ notice) or any material contract (being a contract involving expenditure or liabilities in excess of £100,000) or any unusual or onerous contract;
8.4	make any material amendments to or terminate any long term contract (being a contract which cannot be terminated on less than 120 days’ notice) or any material contract (being a contract involving expenditure or liabilities in excess of £100,000) or any unusual or onerous contract;
8.5	incur any material capital expenditure or any material capital commitments or dispose of or realise any material capital asset or any interest in any such asset (“material” being any such expenditure, commitments, disposals and/or realisations in excess of £100,000);
8.6	create or agree to create any Encumbrance over all or any of its assets (other than liens (i) arising in the ordinary course of business; or (ii) as may arise under the existing debt facilities made available to the Target Group and contained in the Data Room or redeem or agree to redeem any existing security or give or agree to give any guarantee or indemnity;
8.7	change its accounting reference date;
8.8	enter into any partnership, consortium, association or contractual joint venture (but excluding, for the avoidance of doubt, any trading contract with a customer or supplier entered into in the ordinary course of business); and
8.9	dispose of or agree to dispose of any shares in any of the Subsidiaries or assets material to any such Subsidiaries or acquire or agree to acquire any Shares in the Company or assets which would be material to the Target Group.

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SIGNED as a deed by		)
NICHOLAS SANDERS		)
in the presence of:		)	/s/ Nicholas Sanders
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister
SIGNED as a deed by		)
NICHOLAS KEEGAN		)
in the presence of:		)	/s/ Nicholas Keegan
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister
SIGNED as a deed by		)
JOUKO PEUSSA		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister

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SIGNED as a deed by		)
HOWARD PARSONS		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister
SIGNED as a deed by		)
THIERRY BOUZAC		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister
SIGNED as a deed by		)
ROBERT CHESHIRE		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister

65

SIGNED as a deed by		)
GAVIN MONN		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister
SIGNED as a deed by		)
GARY WOODHEAD		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister
SIGNED as a deed by		)
GRAHAM ROBERTS		)
in the presence of:		)	/s/ Nicholas Sanders (As attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister

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SIGNED as a deed by		)
MALCOLM BLACKWELL		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister
SIGNED as a deed by		)
DAVID RIMMER		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister
SIGNED as a deed by		)
		)
for and on behalf of		)
ALCHEMY PARTNERS		)
(GUERNSEY) LIMITED		)	/s/ Matthew Le Noury
in the presence of:		)	Director
Witness:	Signature:		/s/ P. Guilbert
	Name:		P. Guilbert
	Address:		Trafalgar Court, Les Banques Guernsey, 6Y1 32L
	Occupation:		Director NT IFAS (6) L* (* Secretary to Alchemy Partners (Guernsey) Ltd.)

67

SIGNED as a deed by	)
GARDNER DENVER, INC.	)
Acting by its President and	)
Chief Executive Officer:	)

/s/ Barry L. Pennypacker
Name: Barry L. Pennypacker
Title: President and Chief Executive Officer

68

EX-2.2

Exhibit 2.2

DATE  20 July 2008

INVENSYS INTERNATIONAL HOLDINGS LIMITED

GARDNER DENVER, INC.

SHARE PURCHASE AGREEMENT

relating to the acquisition of
certain shares in CompAir Holdings Limited

Macfarlanes LLP
20 Cursitor Street
London EC4A 1LT

CONTENTS

Clause		Page
1	Definitions, interpretation and third party rights		1
2	Conditions		3
3	Sale and purchase		3
4	Consideration		3
5	Completion		4
6	Vendor Warranties and limitation on liability		4
7	Release by and authority of the Vendor		4
8	Confidentiality and announcements		5
9	Assignment		5
10	General		6
11	Notices		7
12	Governing law and jurisdiction		8
Schedules
1	Completion obligations of the Vendor
2	Vendor Warranties
3	Announcement

SHARE PURCHASE AGREEMENT

DATE 20 July 2008

PARTIES

1 INVENSYS INTERNATIONAL HOLDINGS LIMITED, of Portland House, Bressenden Place, London SW1E 5BF (the “Vendor”)

2 GARDNER DENVER, INC. (a company incorporated in Delaware, USA) whose principal place of business is at 1800 Gardner Expressway, Quincy, IL 62305, USA (“the Purchaser”)

INTRODUCTION

A	The Company is a private company limited by shares.
B	The Vendor has agreed to sell and the Purchaser has agreed to buy the Shares on the terms and subject to the conditions of this Agreement.

AGREEMENT

1 Definitions, interpretation and third party rights

1.1	The Schedules form part of this Agreement and have the same force and effect as if set out in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.2	In this Agreement, the following words and expressions have the following meanings:
	Business Day: any day other than a Saturday, Sunday or any other day which is a public holiday in England;
	the Company: CompAir Holdings Limited, a company registered in England and Wales with registered number 04430818;
	the Companies Acts: the Companies Act 1985, the Companies Consolidation (Consequential Provisions) Act 1985, the Companies Act 1989, the Companies Act 2006 and Part V of the Criminal Justice Act 1993;
	Completion: completion of the sale and purchase of the Shares in accordance with this Agreement;
	the Completion Date: the day on which the condition specified in Clause 2 is satisfied;
	the Consideration: the sum referred to in Clause 4.1;
	Group Company: in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;
	Long Stop Date: 31 December 2008 (or such later date as the parties shall agree);

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	Majority Shareholders: those shareholders who are party to the Share Purchase Agreement;
	the Majority Shareholders’ Solicitors: Macfarlanes LLP of 20 Cursitor Street, London, EC4A 1LT;
	the Majority Shareholders’ Solicitor’s Account: the client account of the Majority Shareholders’ Solicitors with the Royal Bank of Scotland plc, City Office, 62/63 Threadneedle Street, London EC2R 8LA (Macfarlanes LLP, Client No 1 Account, Account No: 15388776; Sort Code 15-10-00);
	the Majority Shares: all of the issued and outstanding shares registered in the names of the Majority Shareholders;
	the Parties: the parties to this Agreement;
	the Share Purchase Agreement: the share purchase agreement between Nicholas Sanders and others, Alchemy Partners Guernsey Limited, David Rimmer and the Purchaser dated the date of this Agreement for the sale and purchase of all the issued and outstanding shares in the Company registered in the names of the Majority Shareholders;
	the Shares: all the issued and outstanding ordinary shares of £1 each in the capital of the Company registered in the name of the Vendor as at the Completion Date;
	a third party: any person other than the Parties; and
	the Vendor Warranties: the warranties set out in Schedule 2.
1.3	In this Agreement (unless the context requires otherwise):
1.3.1	words and expressions which are defined in the Companies Acts have the same meanings as are given to them in the Companies Acts;
1.3.2	any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context requires otherwise) be construed as referring to:

1.3.2.1	such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
1.3.2.2	any former legislation which it re-enacts, consolidates or enacts in rewritten form;

1.4	The Parties agree that save where expressly stated in this Agreement:
1.4.1	no term of this Agreement shall be enforceable by a third party;
1.4.2	a person who is the permitted successor to or assignee of the rights of a Party is deemed to be a party to this Agreement and the rights of such successor

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	or assignee shall, subject to and upon any succession or assignment permitted by this Agreement, be regulated by the terms of this Agreement; and
1.4.3	notwithstanding that any term of this Agreement may become enforceable by a third party, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled, rescinded or terminated by agreement in writing between the Parties without the consent of any such third party.
2	Conditions
2.1	Completion shall be conditional upon (i) completion of the Share Purchase Agreement (subject only to satisfaction of the condition set out in clause 2.1.4 thereof) and (ii) the simultaneous completion of the sale of all of Majority Shares in accordance with the Share Purchase Agreement.
2.2	If the condition set out in Clause 2.1 shall not have been satisfied by the Long Stop Date, this Agreement (except for the provisions of this Clause and of Clauses 1 (Definitions, interpretation and third party rights), 8 (Confidentiality and announcements), 10.5 (Costs), 11 (Notices) and 12 (Governing law and jurisdiction)) (the “Surviving Provisions”) shall be null and void and of no further effect and, save in respect of any antecedent or subsequent breach of the Surviving Provisions, the Parties shall be released and discharged from their respective obligations under this Agreement.
2.3	The Parties may not waive the condition set out in Clause 2.1.
3	Sale and purchase
3.1	The Vendor shall sell the Shares, with full title guarantee free from all liens, charges, encumbrances and other third party rights and the Purchaser shall purchase the Shares, or procure the purchase of the Shares by the Nominated Subsidiary, with effect from and including the Completion Date to the intent that as from that date all rights and advantages accruing to the Shares, including any dividends or distributions declared or paid on the Shares after that date, shall belong to the Purchaser or, if relevant, the Nominated Subsidiary.
3.2	Neither party shall be obliged to complete the sale or purchase of any of the Shares unless the sale and purchase of all of the Shares and the Majority Shares is completed simultaneously.
3.3	The Purchaser may at any time prior to Completion nominate one of its wholly owned subsidiaries to purchase the Shares by giving the Vendor five Business Days’ prior written notice (the “Nominated Subsidiary”).
4	Consideration
4.1	The consideration for the Shares shall be an amount equal to the sum of: (i) the greatest price per share paid by the Purchaser or if relevant, the Nominated Subsidiary or any other party who acquires any shares in the Company pursuant to the Share Purchase Agreement for any of the other shares in the capital of the Company pursuant to the Share Purchase Agreement or any other agreement relating to the sale of shares in the capital of the Company; multiplied by (ii) the number of Shares sold by the Vendor.

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4.2	Any amount paid in respect of a breach of any of the Vendor Warranties shall be deemed to give rise to a corresponding reduction in the Consideration.
5	Completion
5.1	Completion shall take place on the Completion Date at the offices of the Majority Shareholders’ Solicitors when:
5.1.1	the Vendor shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Schedule 1; and
5.1.2	the Purchaser shall pay, or shall procure that the Nominated Subsidiary pays, the Consideration to the Vendor by way of transfer of funds for value on that date to the Majority Shareholders’ Solicitors’ Client Account marked with the following reference “RBKP/ICM/604504”.
6	Vendor Warranties and limitation on liability
6.1	The Vendor warrants to the Purchaser or, if relevant, the Nominated Subsidiary that each of the Vendor Warranties is true and accurate in all respects.
6.2	The Vendor Warranties shall not in any respect be extinguished or affected by Completion.
6.3	The Vendor Warranties are separate and independent and are not limited or restricted by reference to or inference from the terms of any other provisions of this Agreement or any other Vendor Warranty.
6.4	The maximum aggregate liability of the Vendor in respect of any breach of the Vendor Warranties shall be limited to and shall in no event exceed the amount of the Consideration received by it.
6.5	Clause 6.4 will not apply to exclude or limit the liability of the Vendor to the extent that any claim pursuant to the Vendor Warranties arises by reason of any fraud by or on behalf of the Vendor.
7	Release by and authority of the Vendor
7.1	The Vendor irrevocably and unconditionally waives and releases the Company, each of its subsidiaries and the directors, officers and employees of the Company and each such subsidiary from any claim in its capacity as a shareholder in the Company outstanding against the Company or any such subsidiary or against any of the directors, officers or employees of the Company or any such subsidiary (whether in respect of any breach of contract or monies due to him or on any account whatsoever).
7.2	In order to secure the interest of the Purchaser in the Shares under this Agreement, subject to and with effect from Completion the Vendor irrevocably appoints the Purchaser to be its attorney in its name and on its behalf to attend all general meetings of the Company on its behalf and to exercise all or any of the voting and other rights, powers and privileges attached to the Shares registered in its name.

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7.3	The Vendor undertakes subject to and following Completion not to exercise all or any of the voting and other rights, powers and privileges attached to the Shares registered in its name.
8	Confidentiality and announcements
8.1	Subject to the provisions of Clauses 8.2 and 8.3 and save as expressly provided by this Agreement, each of the Parties undertakes with the other that it:
8.1.1	will not communicate or permit communication of the terms of this Agreement (including the names of the Parties) to any third party other than to its professional advisers specifically instructed by it in connection with the transaction referred to in this Agreement and the other shareholders of the Company and their professional advisers; and
8.1.2	will instruct its professional advisers and providers of finance not to communicate or permit communication of the terms of this Agreement (including the names of the Parties) to any third party.
8.2	Subject to the provisions of Clauses 8.3, neither Party shall issue any press release or publish any circular to shareholders or any other public document in each case relating to this Agreement or the matters contained in it, without obtaining the prior written approval of the other Party to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed).
8.3	The provisions of Clauses 8.1 and 8.2 do not apply to any communication or announcement relating to or connected with or arising out of this Agreement to the extent required to be made by any Party:
8.3.1	by any court or governmental or administrative authority competent to require the same; or
8.3.2	by any applicable law or regulation or the rules of any recognised stock exchange on which the disclosing Party’s shares are traded (regardless of whether such regulation has the force of law).
9	Assignment
9.1	This Agreement shall be binding upon and enure for the benefit of the successors and assignees of the Parties.
9.2	Subject to Clauses 3.3, 9.3 and 9.4, no Party its successors and assignees shall be entitled to assign its rights or obligations under this Agreement without the prior written consent of the other Party.
9.3	The Purchaser may at any time assign the benefit of, or any of its rights (but for the avoidance of doubt, not the burden of its obligations) under, this Agreement to any Group Company of the Purchaser, provided that the Purchaser will procure that any such company to whom it assigns any of its rights under this Agreement shall assign such rights back to the Purchaser, or to another Group Company of the Purchaser, immediately prior to it ceasing to be a Group Company of the Purchaser provided always that (i) the Vendor shall not incur any greater liability

5

	than if such assignment had not taken place and (ii) the Vendor may deal with the Purchaser in connection with all matters arising under this Agreement.
9.4	The Vendor may at any time assign the benefit of or any of its rights under (but for the avoidance of doubt, not the burden of its obligations) this Agreement to any Group Company of the Vendor provided that the Vendor will procure that any such company to whom it assigns any of its rights under this Agreement shall assign such rights back to the Vendor, or to another Group Company of the Vendor, immediately prior to it ceasing to be a Group Company of the Vendor provided always that (i) the Purchaser shall not incur any greater liability than if such assignment had not taken place and (ii) the Purchaser may deal with the Vendor in connection with all matters arising under this Agreement.
10	General
10.1	Each Party shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the other Party may from time to time reasonably require for the purpose of giving such Party the full benefit of the provisions of this Agreement.
10.2	This Agreement and the other documents referred to in it constitute the entire agreement between, and understanding of, the Parties with respect to the subject matter of this Agreement and such documents supersede any prior written or oral agreement(s) or arrangement(s) between the Parties in relation thereto.
10.3	The Purchaser acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a Vendor Warranty. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
10.4	Save in the event that the Share Purchase Agreement is terminated pursuant to clause 2.3 thereof and pursuant to clause 2.2, in the event of any breach of this Agreement or in any other circumstances, neither Party shall be entitled to rescind or otherwise terminate this Agreement.
10.5	The Vendor waives any rights of pre-emption over (i) the Shares and (ii) any other shares or loans in the capital of the Company the sale of which to the Purchaser is completed on or around the Completion Date, conferred on them or held by them either by virtue of the Company’s Articles of Association or by express agreement or otherwise.
10.6	Each Party shall pay his or its own costs and expenses of and incidental to the negotiation, preparation, execution and implementation by it of this Agreement, of each document referred to in it and the sale and purchase of the Shares.
10.7	Without prejudice to Clause 10.6, all stamp, transfer, registration and other similar taxes, duties and charges payable in connection with the transactions contemplated by this Agreement, and the documents referred to in it, shall be paid by the Purchaser.

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10.8	The failure or delay of any of the Parties at any time or times to require performance of any provision of this Agreement shall not affect its right to enforce such provision at a later time.
10.9	No waiver by any of the Parties of any condition or of the breach of any term, covenant, representation, warranty or undertaking contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, covenant, representation, warranty or undertaking in this Agreement.
10.10	This Agreement or any of the documents referred to in it may be amended, modified, superseded or cancelled and any of its terms, covenants, representations, warranties, undertakings or conditions may be waived only by an instrument in writing signed by (or by some person duly authorised by) each of the Parties or, in the case of a waiver, by the Party waiving compliance.
10.11	This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
11	Notices
	Any notice given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post to the address and for the attention of the relevant Party set out in this Agreement (or as otherwise notified by that Party under this Agreement) or in the case of the Vendor, as set out in Clause 11.3. Any such notice shall be deemed to have been received:
11.1.1	if delivered personally, at the time of delivery;
11.1.2	in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting.
	Provided that if deemed receipt (but for this proviso) would have occurred before 9 a.m. on a Business Day the notice shall be deemed to have been received at 9 a.m. on that day, and if deemed receipt (but for this proviso) would have occurred after 5 p.m. on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9 a.m. on the next Business Day. For the purpose of this Clause, “Business Day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.
11.2	In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant Party set out in this Agreement (or as otherwise notified by that Party under this Agreement) and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post letter (or as otherwise notified by that Party under this Agreement).
	All notices to the Vendor shall be addressed as follows (and shall be confirmed by fax):

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Address: Invensys Plc
Portland House
Bressenden Place
London SW1E 5BF

	Marked for the attention of: the General Counsel
	Fax Number: +44 (0) 207 821 3840
11.3	For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by e-mail.
12	Governing law and jurisdiction
12.1	This Agreement shall be governed by and construed in accordance with the laws of England.
12.2	The Parties submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or relating to this Agreement or any of the documents to be executed pursuant to this Agreement.
12.3	The Purchaser irrevocably appoints Baker McKenzie LLP of 100 New Bridge Street, London EC4V 6JA as its agent to receive on its behalf in England service of any proceedings arising out of or in connection with this Agreement (provided that any notice delivered to such agent shall be marked “For the attention of the Litigation Partner: Process of Service”). Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Purchaser).
12.4	Each Party irrevocably consents to any process in any legal action or proceedings arising out of or in connection with this Agreement being served on it in accordance with the provisions of this Agreement relating to service of notices. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.

Executed as a deed and delivered on the date set out at the head of this Agreement.

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SCHEDULE 1
Completion obligations of the Vendor

At Completion the Vendor shall deliver or procure to be delivered to the Purchaser

1	duly executed transfer(s) in favour of the Purchaser (or the Nominated Subsidiary) in respect of the Shares together with certificates for such Shares or an indemnity in the usual form in relation thereto; and
2	a copy of any power of attorney under which this Agreement, or any of the transfers or other documents referred to in this Schedule, is executed and evidence of the authority of any person signing on behalf of any corporate entity.

9

SCHEDULE 2
Vendor Warranties

1	Capacity
1.1	The Vendor has full power to enter into and perform this Agreement and this Agreement constitutes binding obligations of the Vendor in accordance with its terms.
1.2	The execution and delivery of this Agreement by the Vendor and the performance of and compliance with its terms and provisions will not conflict with or result in a breach of, or constitute a default under any court order, judgment or contract that applies to or binds the Vendor or any of his property.
1.3	No consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any court or governmental or administrative authority is required to be obtained, or made, by the Vendor to authorise the execution or performance of this Agreement by the Vendor.
2	Title
2.1	All of the Shares are fully paid or credited as fully paid.
2.2	The Shares are legally and beneficially owned by the Vendor free from all liens, charges, equities, encumbrances or interests of any nature whatsoever, or any agreement, arrangement or obligation to create any of the same, in favour of any other person.

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SCHEDULE 3
Announcement

• July 2008

Invensys disposes of 18% shareholding in CompAir

Invensys announces that it has entered into an agreement to sell its 18% shareholding in CompAir Holdings Ltd. The net cash proceeds are expected to be in the region of £ 25m.

The sale is subject to customary regulatory clearances and is expected to complete in the fourth quarter of 2008. Invensys sold the CompAir business to the Alchemy Plan (a group of funds advised by Alchemy Partners LLP) and CompAir management in 2002 but retained an 18% stake. The proceeds will be added to general corporate funds.

11

SIGNED as a deed by	)	/s/ J. G. du Plessis
INVENSYS INTERNATIONAL	)	J. G. du Plessis
HOLDINGS LIMITED	)
acting by its duly appointed attorney	)
in the presence of:

/s/ Jessica Wildgose
Name:	Jessica Wildgose
Address:	08 Lots Rd Chelsea London
Occupation:	Company Secretarial Assistant

SIGNED as a deed by	)
GARDNER DENVER, INC.	)
Acting by its President and	)
Chief Executive Officer:	)

/s/ Barry L. Pennypacker
Name:	Barry L. Pennypacker
Title:	President and Chief Executive Officer

12

EX-2.3

Exhibit 2.3

DATE  20 July 2008

DAVID FISHER

GARDNER DENVER, INC.

SHARE PURCHASE AGREEMENT

relating to the acquisition of
certain shares in CompAir Holdings Limited

Macfarlanes LLP
20 Cursitor Street
London EC4A 1LT

CONTENTS

Clause		Page
1	Definitions, interpretation and third party rights		1
2	Conditions		3
3	Sale and purchase		3
4	Consideration		3
5	Completion		3
6	Vendor Warranties and limitation on liability		4
7	Release by and authority of the Vendor		4
8	Confidentiality and announcements		4
9	Assignment		5
10	General		5
11	Notices		6
12	Governing law and jurisdiction		7
Schedules
1	Completion obligations of the Vendor
2	Vendor Warranties

SHARE PURCHASE AGREEMENT

DATE 20 July 2008

PARTIES

1	DAVID FISHER an individual residing at 12a Bridge Road, Chertsey, Surrey, KT16 8JL (the “Vendor”)
2	GARDNER DENVER, INC. (a company incorporated in Delaware, USA) whose principal place of business is at 1800 Gardner Expressway, Quincy, IL 62305, USA (“the Purchaser”)

INTRODUCTION

A	The Company is a private company limited by shares.
B	The Vendor has agreed to sell and the Purchaser has agreed to buy the Shares on the terms and subject to the conditions of this Agreement.

AGREEMENT

1	Definitions, interpretation and third party rights
1.1	The Schedules form part of this Agreement and have the same force and effect as if set out in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.2	In this Agreement, the following words and expressions have the following meanings:
	Business Day: any day other than a Saturday, Sunday or any other day which is a public holiday in England;
	the Company: CompAir Holdings Limited, a company registered in England and Wales with registered number 04430818;
	the Companies Acts: the Companies Act 1985, the Companies Consolidation (Consequential Provisions) Act 1985, the Companies Act 1989, the Companies Act 2006 and Part V of the Criminal Justice Act 1993;
	Completion: completion of the sale and purchase of the Shares in accordance with this Agreement;
	the Completion Date: the day on which the condition specified in Clause 2 is satisfied;
	the Consideration: the sum referred to in Clause 4.1;
	Group Company: in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;
	Long Stop Date: 31 December 2008 (or such later date as the parties shall agree);

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	the Parties: the parties to this Agreement;
	the Share Purchase Agreement: the share purchase agreement between Nicholas Sanders and others, Alchemy Partners Guernsey Limited, David Rimmer and the Purchaser dated the date of this Agreement;
	the Shares: the ordinary shares of £1 each in the capital of the Company registered in the name of the Vendor as at the Completion Date;
	a third party: any person other than the Parties;
	the Vendor’s Solicitors: Macfarlanes LLP of 20 Cursitor Street, London, EC4A 1LT;
	Vendor’s Solicitor’s Account: the client account of the Vendors’ Solicitors with the Royal Bank of Scotland plc, City Office, 62/63 Threadneedle Street, London EC2R 8LA (Macfarlanes LLP, Client No 1 Account, Account No: 15388776; Sort Code 15-10-00); and
	the Vendor Warranties: the warranties set out in Schedule 2.
1.3	In this Agreement (unless the context requires otherwise):
1.3.1	words and expressions which are defined in the Companies Acts have the same meanings as are given to them in the Companies Acts;
1.3.2	any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context requires otherwise) be construed as referring to:

1.3.2.1	such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
1.3.2.2	any former legislation which it re-enacts, consolidates or enacts in rewritten form;

1.4	The Parties agree that save where expressly stated in this Agreement:
1.4.1	no term of this Agreement shall be enforceable by a third party;
1.4.2	a person who is the permitted successor to or assignee of the rights of a Party is deemed to be a party to this Agreement and the rights of such successor or assignee shall, subject to and upon any succession or assignment permitted by this Agreement, be regulated by the terms of this Agreement; and
1.4.3	notwithstanding that any term of this Agreement may become enforceable by a third party, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled, rescinded or terminated by agreement in writing between the Parties without the consent of any such third party.

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2	Conditions
2.1	Completion shall be conditional upon completion of the Share Purchase Agreement (subject only to the satisfaction of the condition set out in clause 2.1.4 thereof).
2.2	If the condition set out in Clause 2.1 shall not have been satisfied by the Long Stop Date, this Agreement (except for the provisions of this Clause and of Clauses 1 (Definitions, interpretation and third party rights), 8 (Confidentiality and announcements), 10.5 (Costs), 11 (Notices) and 12 (Governing law and jurisdiction)) (the “Surviving Provisions”) shall be null and void and of no further effect and, save in respect of any antecedent or subsequent breach of the Surviving Provisions, the Parties shall be released and discharged from their respective obligations under this Agreement.
2.3	The Parties may not waive the condition set out in Clause 2.1.
3	Sale and purchase
3.1	The Vendor shall sell the Shares, with full title guarantee free from all liens, charges, encumbrances and other third party rights and the Purchaser shall purchase the Shares, or procure the purchase of the Shares by the subsidiary nominated in accordance with Clause 3.3, with effect from and including the Completion Date to the intent that as from that date all rights and advantages accruing to the Shares, including any dividends or distributions declared or paid on the Shares after that date, shall belong to the Purchaser or, if relevant, the nominated subsidiary.
3.2	Neither party shall be obliged to complete the sale or purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously.
3.3	The Purchaser may nominate a wholly owned subsidiary to purchase the Shares at any time prior to Completion by giving the Vendor five Business Days’ prior written notice.
4	Consideration
4.1	The consideration for the Shares shall be an amount equal to the price per share paid by the Purchaser or, if relevant, the subsidiary nominated under Clause 3.3 for each of the other shares in the capital of the Company on the Completion Date pursuant to the Share Purchase Agreement.
4.2	Any amount paid in respect of a breach of any of the Vendor Warranties shall be deemed to give rise to a corresponding reduction in the Consideration.
5	Completion
5.1	Completion shall take place on the Completion Date at the offices of the Vendor’s Solicitors when:
5.1.1	the Vendor shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Schedule 1; and

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5.1.2	the Purchaser shall pay, or shall procure that the subsidiary nominated under Clause 3.3 pays, the Consideration to the Vendor by way of transfer of funds for value on that date to the Vendor’s Solicitors’ Client Account marked with the following reference “RBKP/ICM/604504”.
6	Vendor Warranties and limitation on liability
6.1	The Vendor warrants to the Purchaser and, if relevant, the subsidiary nominated under Clause 3.3, that each of the Vendor Warranties is true and accurate in all respects and is not misleading at the date of this Agreement.
6.2	The Vendor Warranties shall not in any respect be extinguished or affected by Completion.
6.3	The Vendor Warranties are separate and independent and are not limited or restricted by reference to or inference from the terms of any other provisions of this Agreement or any other Vendor Warranty.
6.4	The maximum aggregate liability of the Vendor in respect of any breach of the Vendor Warranties shall be limited to and shall in no event exceed the amount of the Consideration received by it.
6.5	Clause 6.4 will not apply to exclude or limit the liability of the Vendor to the extent that any claim pursuant to the Vendor Warranties arises by reason of any fraud by or on behalf of the Vendor.
7	Release by and authority of the Vendor
7.1	The Vendor irrevocably and unconditionally waives and releases the Company, each of its subsidiaries and the directors, officers and employees of the Company and each such subsidiary from any claim outstanding against the Company or any such subsidiary or against any of the directors, officers or employees of the Company or any such subsidiary (whether in respect of any breach of contract or monies due to him or on any account whatsoever).
7.2	In order to secure the interest of the Purchaser in the Shares under this Agreement, with effect from Completion the Vendor irrevocably appoints the Purchaser to be its attorney in its name and on its behalf to attend all general meetings of the Company on its behalf and to exercise all or any of the voting and other rights, powers and privileges attached to the Shares registered in its name.
7.3	The Vendor undertakes following Completion not to exercise all or any of the voting and other rights, powers and privileges attached to the Shares registered in its name.
8	Confidentiality and announcements
8.1	Subject to the provisions of Clauses 8.2 and 8.3 and save as expressly provided by this Agreement, each of the Parties undertakes with the other that it:
8.1.1	will not communicate or permit communication of the terms of this Agreement (including the names of the Parties) to any third party other than to its professional advisers specifically instructed by it in connection with the

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	transaction referred to in this Agreement and the other shareholders of the Company and their professional advisers; and
8.1.2	will instruct its professional advisers and providers of finance not to communicate or permit communication of the terms of this Agreement (including the names of the Parties) to any third party.
8.2	Subject to the provisions of Clauses 8.3, neither Party shall issue any press release or publish any circular to shareholders or any other public document in each case relating to this Agreement or the matters contained in it, without obtaining the prior written approval of the other Party to its contents and the manner and extent of its presentation and publication or disclosure.
8.3	The provisions of Clauses 8.1 and 8.2 do not apply to any communication or announcement relating to or connected with or arising out of this Agreement to the extent required to be made by any Party:
8.3.1	by any court or governmental or administrative authority competent to require the same; or
8.3.2	by any applicable law or regulation or the rules of any recognised stock exchange on which the disclosing Party’s shares are traded.
9	Assignment
9.1	This Agreement shall be binding upon and enure for the benefit of the successors and assignees of the Parties.
9.2	Subject to Clauses 3.3 and 9.3, no Party its successors and assignees shall be entitled to assign its rights or obligations under this Agreement without the prior written consent of the other Party.
9.3	The Purchaser may at any time assign the benefit of, or any of its rights (but for the avoidance of doubt, not the burden of its obligations) under, this Agreement to any Group Company of the Purchaser, provided that the Purchaser will procure that any such company to whom it assigns any of its rights under this Agreement shall assign such rights back to the Purchaser, or to another Group Company of the Purchaser, immediately prior to it ceasing to be a Group Company of the Purchaser provided always that (i) the Vendor shall not incur any greater liability than if such assignment had not taken place and (ii) the Vendor may deal with Gardner Denver, Inc. in connection with all matters arising under this Agreement.
10	General
10.1	Each Party shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the other Party may from time to time reasonably require for the purpose of giving such Party the full benefit of the provisions of this Agreement.
10.2	This Agreement and the other documents referred to in it constitute the entire agreement between, and understanding of, the Parties with respect to the subject matter of this Agreement and such documents supersede any prior written or oral agreement(s) or arrangement(s) between the Parties in relation thereto.

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10.3	The Purchaser acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a Vendor Warranty. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
10.4	Save in the event that the Share Purchase Agreement is terminated pursuant to clause 2.3 thereof and pursuant to clause 2.2, in the event of any breach of this Agreement or in any other circumstances, neither Party shall be entitled to rescind or otherwise terminate this Agreement.
10.5	The Vendor waives any rights of pre-emption over (i) the Shares and (ii) any other shares or loans in the capital of the Company the sale of which to the Purchaser is completed on or around the Completion Date, conferred on them or held by them either by virtue of the Company’s Articles of Association or by express agreement or otherwise.
10.6	Each Party shall pay his or its own costs and expenses of and incidental to the negotiation, preparation, execution and implementation by it of this Agreement, of each document referred to in it and the sale and purchase of the Shares.
10.7	Without prejudice to Clause 10.6, all stamp, transfer, registration and other similar taxes, duties and charges payable in connection with the transactions contemplated by this Agreement, and the documents referred to in it, shall be paid by the Purchaser.
10.8	The failure or delay of any of the Parties at any time or times to require performance of any provision of this Agreement shall not affect its right to enforce such provision at a later time.
10.9	No waiver by any of the Parties of any condition or of the breach of any term, covenant, representation, warranty or undertaking contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, covenant, representation, warranty or undertaking in this Agreement.
10.10	This Agreement or any of the documents referred to in it may be amended, modified, superseded or cancelled and any of its terms, covenants, representations, warranties, undertakings or conditions may be waived only by an instrument in writing signed by (or by some person duly authorised by) each of the Parties or, in the case of a waiver, by the Party waiving compliance.
10.11	This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
11	Notices
11.1	Any notice given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered

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	post to the address and for the attention of the relevant Party set out in this Agreement (or as otherwise notified by that Party under this Agreement). Any such notice shall be deemed to have been received:
11.1.1	if delivered personally, at the time of delivery;
11.1.2	in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting.
	Provided that if deemed receipt (but for this proviso) would have occurred before 9 a.m. on a Business Day the notice shall be deemed to have been received at 9 a.m. on that day, and if deemed receipt (but for this proviso) would have occurred after 5 p.m. on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9 a.m. on the next Business Day. For the purpose of this Clause, “Business Day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.
11.2	In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant Party set out in this Agreement (or as otherwise notified by that Party under this Agreement) and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post letter (or as otherwise notified by that Party under this Agreement).
11.3	For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by e-mail.
12	Governing law and jurisdiction
12.1	This Agreement shall be governed by and construed in accordance with the laws of England.
12.2	The Parties submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or relating to this Agreement or any of the documents to be executed pursuant to this Agreement.
12.3	The Purchaser irrevocably appoints Baker McKenzie LLP of 100 New Bridge Street, London EC4V 6JA as its agent to receive on its behalf in England service of any proceedings arising out of or in connection with this Agreement (provided that any notice delivered to such agent shall be marked “ For the attention of the Litigation Partner: Process of Service”). Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Purchaser).
12.4	Each Party irrevocably consents to any process in any legal action or proceedings arising out of or in connection with this Agreement being served on it in accordance with the provisions of this Agreement relating to service of notices. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.

Executed as a deed and delivered on the date set out at the head of this Agreement.

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SCHEDULE 1
Completion obligations of the Vendor

At Completion the Vendor shall deliver or procure to be delivered to the Purchaser

1	duly executed transfer(s) in favour of the Purchaser (or the subsidiary nominated under Clause 3.3) in respect of the Shares together with certificates for such Shares or an indemnity in the usual form in relation thereto; and
2	a copy of any power of attorney under which this Agreement, or any of the transfers or other documents referred to in this Schedule, is executed and evidence of the authority of any person signing on behalf of any corporate entity.

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SCHEDULE 2
Vendor Warranties

1	Capacity
1.1	The Vendor has full power to enter into and perform this Agreement and this Agreement constitutes binding obligations of the Vendor in accordance with its terms.
1.2	The execution and delivery of this Agreement by the Vendor and the performance of and compliance with its terms and provisions will not conflict with or result in a breach of, or constitute a default under any court order, judgment or contract that applies to or binds the Vendor or any of his property.
1.3	No consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any court or governmental or administrative authority is required to be obtained, or made, by the Vendor to authorise the execution or performance of this Agreement by the Vendor.
2	Title
2.1	All of the Shares are fully paid or credited as fully paid.
2.2	The Shares are legally and beneficially owned by the Vendor free from all liens, charges, equities, encumbrances or interests of any nature whatsoever, or any agreement, arrangement or obligation to create any of the same, in favour of any other person.

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SIGNED as a deed by the said		)
DAVID FISHER		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister

SIGNED as a deed by	)
GARDNER DENVER, INC.	)
Acting by its President and	)
Chief Executive Officer:	)

/s/ Barry L. Pennypacker
Name:	Barry L. Pennypacker
Title:	President and Chief Executive Officer

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EX-2.4

Exhibit 2.4

DATE 20 July 2008

JOHN EDMUNDS

GARDNER DENVER, INC.

SHARE PURCHASE AGREEMENT

relating to the acquisition of
certain shares in CompAir Holdings Limited

Macfarlanes LLP
20 Cursitor Street
London EC4A 1LT

CONTENTS

Clause		Page
1	Definitions, interpretation and third party rights		1
2	Conditions		3
3	Sale and purchase		3
4	Consideration		3
5	Completion		3
6	Vendor Warranties and limitation on liability		4
7	Release by and authority of the Vendor		4
8	Confidentiality and announcements		4
9	Assignment		5
10	General		5
11	Notices		6
12	Governing law and jurisdiction		7
Schedules
1	Completion obligations of the Vendor
2	Vendor Warranties

SHARE PURCHASE AGREEMENT

DATE 20 July 2008

PARTIES

1 JOHN EDMUNDS an individual residing at 47 Heath Road, St Leonards, Ringwood, Hampshire, BH24 2PZ (the “Vendor”)

2 GARDNER DENVER, INC. (a company incorporated in Delaware, USA) whose principal place of business is at 1800 Gardner Expressway, Quincy, IL 62305, USA (“the Purchaser”)

INTRODUCTION

A	The Company is a private company limited by shares.
B	The Vendor has agreed to sell and the Purchaser has agreed to buy the Shares on the terms and subject to the conditions of this Agreement.

AGREEMENT

1	Definitions, interpretation and third party rights
1.1	The Schedules form part of this Agreement and have the same force and effect as if set out in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.2	In this Agreement, the following words and expressions have the following meanings:
	Business Day: any day other than a Saturday, Sunday or any other day which is a public holiday in England;
	the Company: CompAir Holdings Limited, a company registered in England and Wales with registered number 04430818;
	the Companies Acts: the Companies Act 1985, the Companies Consolidation (Consequential Provisions) Act 1985, the Companies Act 1989, the Companies Act 2006 and Part V of the Criminal Justice Act 1993;
	Completion: completion of the sale and purchase of the Shares in accordance with this Agreement;
	the Completion Date: the day on which the condition specified in Clause 2 is satisfied;
	the Consideration: the sum referred to in Clause 4.1;
	Group Company: in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;
	Long Stop Date: 31 December 2008 (or such later date as the parties shall agree);

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	the Parties: the parties to this Agreement;
	the Share Purchase Agreement: the share purchase agreement between Nicholas Sanders and others, Alchemy Partners Guernsey Limited, David Rimmer and the Purchaser dated the date of this Agreement;
	the Shares: the ordinary shares of £1 each in the capital of the Company registered in the name of the Vendor as at the Completion Date;
	a third party: any person other than the Parties;
	the Vendor’s Solicitors: Macfarlanes LLP of 20 Cursitor Street, London, EC4A 1LT;
	Vendor’s Solicitor’s Account: the client account of the Vendors’ Solicitors with the Royal Bank of Scotland plc, City Office, 62/63 Threadneedle Street, London EC2R 8LA (Macfarlanes LLP, Client No 1 Account, Account No: 15388776; Sort Code 15-10-00); and
	the Vendor Warranties: the warranties set out in Schedule 2.
1.3	In this Agreement (unless the context requires otherwise):
1.3.1	words and expressions which are defined in the Companies Acts have the same meanings as are given to them in the Companies Acts;
1.3.2	any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context requires otherwise) be construed as referring to:

1.3.2.1	such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
1.3.2.2	any former legislation which it re-enacts, consolidates or enacts in rewritten form;

1.4	The Parties agree that save where expressly stated in this Agreement:
1.4.1	no term of this Agreement shall be enforceable by a third party;
1.4.2	a person who is the permitted successor to or assignee of the rights of a Party is deemed to be a party to this Agreement and the rights of such successor or assignee shall, subject to and upon any succession or assignment permitted by this Agreement, be regulated by the terms of this Agreement; and
1.4.3	notwithstanding that any term of this Agreement may become enforceable by a third party, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled, rescinded or terminated by agreement in writing between the Parties without the consent of any such third party.

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2	Conditions
2.1	Completion shall be conditional upon completion of the Share Purchase Agreement (subject only to the satisfaction of the condition set out in clause 2.1.4 thereof).
2.2	If the condition set out in Clause 2.1 shall not have been satisfied by the Long Stop Date, this Agreement (except for the provisions of this Clause and of Clauses 1 (Definitions, interpretation and third party rights), 8 (Confidentiality and announcements), 10.5 (Costs), 11 (Notices) and 12 (Governing law and jurisdiction)) (the “Surviving Provisions”) shall be null and void and of no further effect and, save in respect of any antecedent or subsequent breach of the Surviving Provisions, the Parties shall be released and discharged from their respective obligations under this Agreement.
2.3	The Parties may not waive the condition set out in Clause 2.1.
3	Sale and purchase
3.1	The Vendor shall sell the Shares, with full title guarantee free from all liens, charges, encumbrances and other third party rights and the Purchaser shall purchase the Shares, or procure the purchase of the Shares by the subsidiary nominated in accordance with Clause 3.3, with effect from and including the Completion Date to the intent that as from that date all rights and advantages accruing to the Shares, including any dividends or distributions declared or paid on the Shares after that date, shall belong to the Purchaser or, if relevant, the nominated subsidiary.
3.2	Neither party shall be obliged to complete the sale or purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously.
3.3	The Purchaser may nominate a wholly owned subsidiary to purchase the Shares at any time prior to Completion by giving the Vendor five Business Days’ prior written notice.
4	Consideration
4.1	The consideration for the Shares shall be an amount equal to the price per share paid by the Purchaser or, if relevant, the subsidiary nominated under Clause 3.3 for each of the other shares in the capital of the Company on the Completion Date pursuant to the Share Purchase Agreement.
4.2	Any amount paid in respect of a breach of any of the Vendor Warranties shall be deemed to give rise to a corresponding reduction in the Consideration.
5	Completion
5.1	Completion shall take place on the Completion Date at the offices of the Vendor’s Solicitors when:
5.1.1	the Vendor shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Schedule 1; and

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5.1.2	the Purchaser shall pay, or shall procure that the subsidiary nominated under Clause 3.3 pays, the Consideration to the Vendor by way of transfer of funds for value on that date to the Vendor’s Solicitors’ Client Account marked with the following reference “RBKP/ICM/604504”.
6	Vendor Warranties and limitation on liability
6.1	The Vendor warrants to the Purchaser and, if relevant, the subsidiary nominated under Clause 3.3, that each of the Vendor Warranties is true and accurate in all respects and is not misleading at the date of this Agreement.
6.2	The Vendor Warranties shall not in any respect be extinguished or affected by Completion.
6.3	The Vendor Warranties are separate and independent and are not limited or restricted by reference to or inference from the terms of any other provisions of this Agreement or any other Vendor Warranty.
6.4	The maximum aggregate liability of the Vendor in respect of any breach of the Vendor Warranties shall be limited to and shall in no event exceed the amount of the Consideration received by it.
6.5	Clause 6.4 will not apply to exclude or limit the liability of the Vendor to the extent that any claim pursuant to the Vendor Warranties arises by reason of any fraud by or on behalf of the Vendor.
7	Release by and authority of the Vendor
7.1	The Vendor irrevocably and unconditionally waives and releases the Company, each of its subsidiaries and the directors, officers and employees of the Company and each such subsidiary from any claim outstanding against the Company or any such subsidiary or against any of the directors, officers or employees of the Company or any such subsidiary (whether in respect of any breach of contract or monies due to him or on any account whatsoever).
7.2	In order to secure the interest of the Purchaser in the Shares under this Agreement, with effect from Completion the Vendor irrevocably appoints the Purchaser to be its attorney in its name and on its behalf to attend all general meetings of the Company on its behalf and to exercise all or any of the voting and other rights, powers and privileges attached to the Shares registered in its name.
7.3	The Vendor undertakes following Completion not to exercise all or any of the voting and other rights, powers and privileges attached to the Shares registered in its name.
8	Confidentiality and announcements
8.1	Subject to the provisions of Clauses 8.2 and 8.3 and save as expressly provided by this Agreement, each of the Parties undertakes with the other that it:
8.1.1	will not communicate or permit communication of the terms of this Agreement (including the names of the Parties) to any third party other than to its professional advisers specifically instructed by it in connection with the

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	transaction referred to in this Agreement and the other shareholders of the Company and their professional advisers; and
8.1.2	will instruct its professional advisers and providers of finance not to communicate or permit communication of the terms of this Agreement (including the names of the Parties) to any third party.
8.2	Subject to the provisions of Clauses 8.3, neither Party shall issue any press release or publish any circular to shareholders or any other public document in each case relating to this Agreement or the matters contained in it, without obtaining the prior written approval of the other Party to its contents and the manner and extent of its presentation and publication or disclosure.
8.3	The provisions of Clauses 8.1 and 8.2 do not apply to any communication or announcement relating to or connected with or arising out of this Agreement to the extent required to be made by any Party:
8.3.1	by any court or governmental or administrative authority competent to require the same; or
8.3.2	by any applicable law or regulation or the rules of any recognised stock exchange on which the disclosing Party’s shares are traded.
9	Assignment
9.1	This Agreement shall be binding upon and enure for the benefit of the successors and assignees of the Parties.
9.2	Subject to Clauses 3.3 and 9.3, no Party its successors and assignees shall be entitled to assign its rights or obligations under this Agreement without the prior written consent of the other Party.
9.3	The Purchaser may at any time assign the benefit of, or any of its rights (but for the avoidance of doubt, not the burden of its obligations) under, this Agreement to any Group Company of the Purchaser, provided that the Purchaser will procure that any such company to whom it assigns any of its rights under this Agreement shall assign such rights back to the Purchaser, or to another Group Company of the Purchaser, immediately prior to it ceasing to be a Group Company of the Purchaser provided always that (i) the Vendor shall not incur any greater liability than if such assignment had not taken place and (ii) the Vendor may deal with Gardner Denver, Inc. in connection with all matters arising under this Agreement.
10	General
10.1	Each Party shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the other Party may from time to time reasonably require for the purpose of giving such Party the full benefit of the provisions of this Agreement.
10.2	This Agreement and the other documents referred to in it constitute the entire agreement between, and understanding of, the Parties with respect to the subject matter of this Agreement and such documents supersede any prior written or oral agreement(s) or arrangement(s) between the Parties in relation thereto.

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10.3	The Purchaser acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a Vendor Warranty. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
10.4	Save in the event that the Share Purchase Agreement is terminated pursuant to clause 2.3 thereof and pursuant to clause 2.2, in the event of any breach of this Agreement or in any other circumstances, neither Party shall be entitled to rescind or otherwise terminate this Agreement.
10.5	The Vendor waives any rights of pre-emption over (i) the Shares and (ii) any other shares or loans in the capital of the Company the sale of which to the Purchaser is completed on or around the Completion Date, conferred on them or held by them either by virtue of the Company’s Articles of Association or by express agreement or otherwise.
10.6	Each Party shall pay his or its own costs and expenses of and incidental to the negotiation, preparation, execution and implementation by it of this Agreement, of each document referred to in it and the sale and purchase of the Shares.
10.7	Without prejudice to Clause 10.6, all stamp, transfer, registration and other similar taxes, duties and charges payable in connection with the transactions contemplated by this Agreement, and the documents referred to in it, shall be paid by the Purchaser.
10.8	The failure or delay of any of the Parties at any time or times to require performance of any provision of this Agreement shall not affect its right to enforce such provision at a later time.
10.9	No waiver by any of the Parties of any condition or of the breach of any term, covenant, representation, warranty or undertaking contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, covenant, representation, warranty or undertaking in this Agreement.
10.10	This Agreement or any of the documents referred to in it may be amended, modified, superseded or cancelled and any of its terms, covenants, representations, warranties, undertakings or conditions may be waived only by an instrument in writing signed by (or by some person duly authorised by) each of the Parties or, in the case of a waiver, by the Party waiving compliance.
10.11	This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
11	Notices
11.1	Any notice given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered

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	post to the address and for the attention of the relevant Party set out in this Agreement (or as otherwise notified by that Party under this Agreement). Any such notice shall be deemed to have been received:
11.1.1	if delivered personally, at the time of delivery;
11.1.2	in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting.
	Provided that if deemed receipt (but for this proviso) would have occurred before 9 a.m. on a Business Day the notice shall be deemed to have been received at 9 a.m. on that day, and if deemed receipt (but for this proviso) would have occurred after 5 p.m. on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9 a.m. on the next Business Day. For the purpose of this Clause, “Business Day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.
11.2	In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant Party set out in this Agreement (or as otherwise notified by that Party under this Agreement) and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post letter (or as otherwise notified by that Party under this Agreement).
11.3	For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by e-mail.
12	Governing law and jurisdiction
12.1	This Agreement shall be governed by and construed in accordance with the laws of England.
12.2	The Parties submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or relating to this Agreement or any of the documents to be executed pursuant to this Agreement.
12.3	The Purchaser irrevocably appoints Baker McKenzie LLP of 100 New Bridge Street, London EC4V 6JA as its agent to receive on its behalf in England service of any proceedings arising out of or in connection with this Agreement (provided that any notice delivered to such agent shall be marked “ For the attention of the Litigation Partner: Process of Service”). Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Purchaser).
12.4	Each Party irrevocably consents to any process in any legal action or proceedings arising out of or in connection with this Agreement being served on it in accordance with the provisions of this Agreement relating to service of notices. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.

Executed as a deed and delivered on the date set out at the head of this Agreement.

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SCHEDULE 1
Completion obligations of the Vendor

At Completion the Vendor shall deliver or procure to be delivered to the Purchaser

1	duly executed transfer(s) in favour of the Purchaser (or the subsidiary nominated under Clause 3.3) in respect of the Shares together with certificates for such Shares or an indemnity in the usual form in relation thereto; and
2	a copy of any power of attorney under which this Agreement, or any of the transfers or other documents referred to in this Schedule, is executed and evidence of the authority of any person signing on behalf of any corporate entity.

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SCHEDULE 2
Vendor Warranties

1	Capacity
1.1	The Vendor has full power to enter into and perform this Agreement and this Agreement constitutes binding obligations of the Vendor in accordance with its terms.
1.2	The execution and delivery of this Agreement by the Vendor and the performance of and compliance with its terms and provisions will not conflict with or result in a breach of, or constitute a default under any court order, judgment or contract that applies to or binds the Vendor or any of his property.
1.3	No consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any court or governmental or administrative authority is required to be obtained, or made, by the Vendor to authorise the execution or performance of this Agreement by the Vendor.
2	Title
2.1	All of the Shares are fully paid or credited as fully paid.
2.2	The Shares are legally and beneficially owned by the Vendor free from all liens, charges, equities, encumbrances or interests of any nature whatsoever, or any agreement, arrangement or obligation to create any of the same, in favour of any other person.

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SIGNED as a deed by the said		)
JOHN EDMUNDS		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Claire Pardo
	Name:		Claire Pardo
	Address:		20 Cursitor Street, London EC4A ILT
	Occupation:		Barrister

SIGNED as a deed by	)
GARDNER DENVER, INC.	)
Acting by its President and	)
Chief Executive Officer:	)

/s/ Barry L. Pennypacker
Name:	Barry L. Pennypacker
Title:	President and Chief Executive Officer

10

EX-2.5

EXHIBIT 2.5

DATE      20 July  2008

ROBERT DUTNALL

GARDNER DENVER, INC.

SHARE PURCHASE AGREEMENT

relating to the acquisition of
certain shares in CompAir Holdings Limited

Macfarlanes LLP
20 Cursitor Street
London EC4A 1LT

JCXR/604504/3580241.3
20 October 2008

CONTENTS

Clause	Page
1 Definitions, interpretation and third party rights		1
2 Conditions		3
3 Sale and purchase		3
4 Consideration		3
5 Completion		3
6 Vendor Warranties and limitation on liability		4
7 Release by and authority of the Vendor		4
8 Confidentiality and announcements		4
9 Assignment		5
10 General		5
11 Notices		6
12 Governing law and jurisdiction		7
Schedules
1 Completion obligations of the Vendor
2 Vendor Warranties

SHARE PURCHASE AGREEMENT

DATE 20 July 2008

PARTIES

1	ROBERT DUTNALL an individual residing at 68 La Corniche, Fort George, St Peter Port, Guernsey, GY1 2SP (the “Vendor”)
2	GARDNER DENVER, INC. (a company incorporated in Delaware, USA) whose principal place of business is at 1800 Gardner Expressway, Quincy, IL 62305, USA (“the Purchaser”)

INTRODUCTION

A	The Company is a private company limited by shares.
B	The Vendor has agreed to sell and the Purchaser has agreed to buy the Shares on the terms and subject to the conditions of this Agreement.

AGREEMENT

1 Definitions, interpretation and third party rights

1.1	The Schedules form part of this Agreement and have the same force and effect as if set out in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.2	In this Agreement, the following words and expressions have the following meanings:
	Business Day: any day other than a Saturday, Sunday or any other day which is a public holiday in England;
	the Company: CompAir Holdings Limited, a company registered in England and Wales with registered number 04430818;
	the Companies Acts: the Companies Act 1985, the Companies Consolidation (Consequential Provisions) Act 1985, the Companies Act 1989, the Companies Act 2006 and Part V of the Criminal Justice Act 1993;
	Completion: completion of the sale and purchase of the Shares in accordance with this Agreement;
	the Completion Date: the day on which the condition specified in Clause 2 is satisfied;
	the Consideration: the sum referred to in Clause 4.1;
	Group Company: in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;
	Long Stop Date: 31 December 2008 (or such later date as the parties shall agree);

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	the Parties: the parties to this Agreement;
	the Share Purchase Agreement: the share purchase agreement between Nicholas Sanders and others, Alchemy Partners Guernsey Limited, David Rimmer and the Purchaser dated the date of this Agreement;
	the Shares: the ordinary shares of £1 each in the capital of the Company registered in the name of the Vendor as at the Completion Date;
	a third party: any person other than the Parties;
	the Vendor’s Solicitors: Macfarlanes LLP of 20 Cursitor Street, London, EC4A 1LT;
	Vendor’s Solicitor’s Account: the client account of the Vendors’ Solicitors with the Royal Bank of Scotland plc, City Office, 62/63 Threadneedle Street, London EC2R 8LA (Macfarlanes LLP, Client No 1 Account, Account No: 15388776; Sort Code 15-10-00); and
	the Vendor Warranties: the warranties set out in Schedule 2.
1.3	In this Agreement (unless the context requires otherwise):
1.3.1	words and expressions which are defined in the Companies Acts have the same meanings as are given to them in the Companies Acts;
1.3.2	any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context requires otherwise) be construed as referring to:

1.3.2.1	such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
1.3.2.2	any former legislation which it re-enacts, consolidates or enacts in rewritten form;

1.4	The Parties agree that save where expressly stated in this Agreement:
1.4.1	no term of this Agreement shall be enforceable by a third party;
1.4.2	a person who is the permitted successor to or assignee of the rights of a Party is deemed to be a party to this Agreement and the rights of such successor or assignee shall, subject to and upon any succession or assignment permitted by this Agreement, be regulated by the terms of this Agreement; and
1.4.3	notwithstanding that any term of this Agreement may become enforceable by a third party, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled, rescinded or terminated by agreement in writing between the Parties without the consent of any such third party.

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2	Conditions
2.1	Completion shall be conditional upon completion of the Share Purchase Agreement (subject only to the satisfaction of the condition set out in clause 2.1.4 thereof).
2.2	If the condition set out in Clause 2.1 shall not have been satisfied by the Long Stop Date, this Agreement (except for the provisions of this Clause and of Clauses 1 (Definitions, interpretation and third party rights), 8 (Confidentiality and announcements), 10.5 (Costs), 11 (Notices) and 12 (Governing law and jurisdiction)) (the “Surviving Provisions”) shall be null and void and of no further effect and, save in respect of any antecedent or subsequent breach of the Surviving Provisions, the Parties shall be released and discharged from their respective obligations under this Agreement.
2.3	The Parties may not waive the condition set out in Clause 2.1.
3	Sale and purchase
3.1	The Vendor shall sell the Shares, with full title guarantee free from all liens, charges, encumbrances and other third party rights and the Purchaser shall purchase the Shares, or procure the purchase of the Shares by the subsidiary nominated in accordance with Clause 3.3, with effect from and including the Completion Date to the intent that as from that date all rights and advantages accruing to the Shares, including any dividends or distributions declared or paid on the Shares after that date, shall belong to the Purchaser or, if relevant, the nominated subsidiary.
3.2	Neither party shall be obliged to complete the sale or purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously.
3.3	The Purchaser may nominate a wholly owned subsidiary to purchase the Shares at any time prior to Completion by giving the Vendor five Business Days’ prior written notice.
4	Consideration
4.1	The consideration for the Shares shall be an amount equal to the price per share paid by the Purchaser or, if relevant, the subsidiary nominated under Clause 3.3 for each of the other             shares in the capital of the Company on the Completion Date pursuant to the Share Purchase Agreement.
4.2	Any amount paid in respect of a breach of any of the Vendor Warranties shall be deemed to give rise to a corresponding reduction in the Consideration.
5	Completion
5.1	Completion shall take place on the Completion Date at the offices of the Vendor’s Solicitors when:
5.1.1	the Vendor shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Schedule 1; and

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5.1.2	the Purchaser shall pay, or shall procure that the subsidiary nominated under Clause 3.3 pays, the Consideration to the Vendor by way of transfer of funds for value on that date to the Vendor’s Solicitors’ Client Account marked with the following reference “RBKP/ICM/604504”.
6	Vendor Warranties and limitation on liability
6.1	The Vendor warrants to the Purchaser and, if relevant, the subsidiary nominated under Clause 3.3, that each of the Vendor Warranties is true and accurate in all respects and is not misleading at the date of this Agreement.
6.2	The Vendor Warranties shall not in any respect be extinguished or affected by Completion.
6.3	The Vendor Warranties are separate and independent and are not limited or restricted by reference to or inference from the terms of any other provisions of this Agreement or any other Vendor Warranty.
6.4	The maximum aggregate liability of the Vendor in respect of any breach of the Vendor Warranties shall be limited to and shall in no event exceed the amount of the Consideration received by it.
6.5	Clause 6.4 will not apply to exclude or limit the liability of the Vendor to the extent that any claim pursuant to the Vendor Warranties arises by reason of any fraud by or on behalf of the Vendor.
7	Release by and authority of the Vendor
7.1	The Vendor irrevocably and unconditionally waives and releases the Company, each of its subsidiaries and the directors, officers and employees of the Company and each such subsidiary from any claim outstanding against the Company or any such subsidiary or against any of the directors, officers or employees of the Company or any such subsidiary (whether in respect of any breach of contract or monies due to him or on any account whatsoever).
7.2	In order to secure the interest of the Purchaser in the Shares under this Agreement, with effect from Completion the Vendor irrevocably appoints the Purchaser to be its attorney in its name and on its behalf to attend all general meetings of the Company on its behalf and to exercise all or any of the voting and other rights, powers and privileges attached to the Shares registered in its name.
7.3	The Vendor undertakes following Completion not to exercise all or any of the voting and other rights, powers and privileges attached to the Shares registered in its name.
8	Confidentiality and announcements
8.1	Subject to the provisions of Clauses 8.2 and 8.3 and save as expressly provided by this Agreement, each of the Parties undertakes with the other that it:
8.1.1	will not communicate or permit communication of the terms of this Agreement (including the names of the Parties) to any third party other than to its professional advisers specifically instructed by it in connection with the

4

	transaction referred to in this Agreement and the other shareholders of the Company and their professional advisers; and
8.1.2	will instruct its professional advisers and providers of finance not to communicate or permit communication of the terms of this Agreement (including the names of the Parties) to any third party.
8.2	Subject to the provisions of Clauses 8.3, neither Party shall issue any press release or publish any circular to shareholders or any other public document in each case relating to this Agreement or the matters contained in it, without obtaining the prior written approval of the other Party to its contents and the manner and extent of its presentation and publication or disclosure.
8.3	The provisions of Clauses 8.1 and 8.2 do not apply to any communication or announcement relating to or connected with or arising out of this Agreement to the extent required to be made by any Party:
8.3.1	by any court or governmental or administrative authority competent to require the same; or
8.3.2	by any applicable law or regulation or the rules of any recognised stock exchange on which the disclosing Party’s shares are traded.
9	Assignment
9.1	This Agreement shall be binding upon and enure for the benefit of the successors and assignees of the Parties.
9.2	Subject to Clauses 3.3 and 9.3, no Party its successors and assignees shall be entitled to assign its rights or obligations under this Agreement without the prior written consent of the other Party.
9.3	The Purchaser may at any time assign the benefit of, or any of its rights (but for the avoidance of doubt, not the burden of its obligations) under, this Agreement to any Group Company of the Purchaser, provided that the Purchaser will procure that any such company to whom it assigns any of its rights under this Agreement shall assign such rights back to the Purchaser, or to another Group Company of the Purchaser, immediately prior to it ceasing to be a Group Company of the Purchaser provided always that (i) the Vendor shall not incur any greater liability than if such assignment had not taken place and (ii) the Vendor may deal with Gardner Denver, Inc. in connection with all matters arising under this Agreement.
10	General
10.1	Each Party shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the other Party may from time to time reasonably require for the purpose of giving such Party the full benefit of the provisions of this Agreement.
10.2	This Agreement and the other documents referred to in it constitute the entire agreement between, and understanding of, the Parties with respect to the subject matter of this Agreement and such documents supersede any prior written or oral agreement(s) or arrangement(s) between the Parties in relation thereto.

5

10.3	The Purchaser acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a Vendor Warranty. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
10.4	Save in the event that the Share Purchase Agreement is terminated pursuant to clause 2.3 thereof and pursuant to clause 2.2, in the event of any breach of this Agreement or in any other circumstances, neither Party shall be entitled to rescind or otherwise terminate this Agreement.
10.5	The Vendor waives any rights of pre-emption over (i) the Shares and (ii) any other shares or loans in the capital of the Company the sale of which to the Purchaser is completed on or around the Completion Date, conferred on them or held by them either by virtue of the Company’s Articles of Association or by express agreement or otherwise.
10.6	Each Party shall pay his or its own costs and expenses of and incidental to the negotiation, preparation, execution and implementation by it of this Agreement, of each document referred to in it and the sale and purchase of the Shares.
10.7	Without prejudice to Clause 10.6, all stamp, transfer, registration and other similar taxes, duties and charges payable in connection with the transactions contemplated by this Agreement, and the documents referred to in it, shall be paid by the Purchaser.
10.8	The failure or delay of any of the Parties at any time or times to require performance of any provision of this Agreement shall not affect its right to enforce such provision at a later time.
10.9	No waiver by any of the Parties of any condition or of the breach of any term, covenant, representation, warranty or undertaking contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, covenant, representation, warranty or undertaking in this Agreement.
10.10	This Agreement or any of the documents referred to in it may be amended, modified, superseded or cancelled and any of its terms, covenants, representations, warranties, undertakings or conditions may be waived only by an instrument in writing signed by (or by some person duly authorised by) each of the Parties or, in the case of a waiver, by the Party waiving compliance.
10.11	This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
11	Notices
11.1	Any notice given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered

6

	post to the address and for the attention of the relevant Party set out in this Agreement (or as otherwise notified by that Party under this Agreement). Any such notice shall be deemed to have been received:
11.1.1	if delivered personally, at the time of delivery;
11.1.2	in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting.
	Provided that if deemed receipt (but for this proviso) would have occurred before 9 a.m. on a Business Day the notice shall be deemed to have been received at 9 a.m. on that day, and if deemed receipt (but for this proviso) would have occurred after 5 p.m. on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9 a.m. on the next Business Day. For the purpose of this Clause, “Business Day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.
11.2	In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant Party set out in this Agreement (or as otherwise notified by that Party under this Agreement) and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post letter (or as otherwise notified by that Party under this Agreement).
11.3	For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by e-mail.
12	Governing law and jurisdiction
12.1	This Agreement shall be governed by and construed in accordance with the laws of England.
12.2	The Parties submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or relating to this Agreement or any of the documents to be executed pursuant to this Agreement.
12.3	The Purchaser irrevocably appoints Baker McKenzie LLP of 100 New Bridge Street, London EC4V 6JA as its agent to receive on its behalf in England service of any proceedings arising out of or in connection with this Agreement (provided that any notice delivered to such agent shall be marked “ For the attention of the Litigation Partner: Process of Service”). Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Purchaser).
12.4	Each Party irrevocably consents to any process in any legal action or proceedings arising out of or in connection with this Agreement being served on it in accordance with the provisions of this Agreement relating to service of notices. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.

Executed as a deed and delivered on the date set out at the head of this Agreement.

7

SCHEDULE 1
Completion obligations of the Vendor

At Completion the Vendor shall deliver or procure to be delivered to the Purchaser

1	duly executed transfer(s) in favour of the Purchaser (or the subsidiary nominated under Clause 3.3) in respect of the Shares together with certificates for such Shares or an indemnity in the usual form in relation thereto; and
2	a copy of any power of attorney under which this Agreement, or any of the transfers or other documents referred to in this Schedule, is executed and evidence of the authority of any person signing on behalf of any corporate entity.

9

SCHEDULE 2
Vendor Warranties

1	Capacity
1.1	The Vendor has full power to enter into and perform this Agreement and this Agreement constitutes binding obligations of the Vendor in accordance with its terms.
1.2	The execution and delivery of this Agreement by the Vendor and the performance of and compliance with its terms and provisions will not conflict with or result in a breach of, or constitute a default under any court order, judgment or contract that applies to or binds the Vendor or any of his property.
1.3	No consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any court or governmental or administrative authority is required to be obtained, or made, by the Vendor to authorise the execution or performance of this Agreement by the Vendor.
2	Title
2.1	All of the Shares are fully paid or credited as fully paid.
2.2	The Shares are legally and beneficially owned by the Vendor free from all liens, charges, equities, encumbrances or interests of any nature whatsoever, or any agreement, arrangement or obligation to create any of the same, in favour of any other person.

10

SIGNED as a deed by the said		)
ROBERT DUTNALL		)
in the presence of:		)	/s/ Nicholas Sanders (As Attorney)
Witness:	Signature:		/s/ Ian Martin
	Name:		Ian Martin
	Address:		20 Cursitor Street, London
	Occupation:		Solicitor
SIGNED as a deed by		)
GARDNER DENVER, INC.		)
Acting by its President and		)
Chief Executive Officer:		)

/s/ Barry L. Pennypacker
Name:	Barry L. Pennypacker
Title:	President and Chief Executive Officer

11

EX-10.1

Exhibit 10.1

EXECUTION COPY

J. P. Morgan

CREDIT AGREEMENT

Dated as of September 19, 2008
among

GARDNER DENVER, INC.,

GARDNER DENVER HOLDINGS GMBH & CO KG,

GD FIRST (UK) LIMITED,

THE OTHER NON-U.S. SUBSIDIARY BORROWERS THAT ARE OR MAY HEREAFTER BECOME PARTIES HERETO,

THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS,

JPMORGAN CHASE BANK, N.A.
individually, as LC Issuer, the Swing Line Lender and as Agent for the Lenders,

BANK OF AMERICA, N.A.
individually and as the Syndication Agent, and

MIZUHO CORPORATE BANK, LTD. and U.S. BANK, NATIONAL ASSOCIATION
individually and as Documentation Agents

J.P. MORGAN SECURITIES INC.
individually and as sole Lead Arranger and sole Book Runner

TABLE OF CONTENTS

ARTICLE I: DEFINITIONS	1
ARTICLE II: THE CREDITS	25
2.1. Revolving Loans	25
2.2. Swing Line Loans	26
2.3. Term Loans	28
2.4. Repayments and Prepayments of Advances	30
2.5. Ratable Loans	32
2.6. Types of Advances	32
2.7. Facility Fee; Ticking Fee; Reductions in Aggregate Revolving Loan Commitment	32
2.8. Minimum Amount of Each Advance; Maximum Interest Periods	32
2.9. Method of Selecting New Advances	33
2.10. Conversion and Continuation of Outstanding Advances	33
2.11. Changes in Interest Rate, etc	34
2.12. Rates Applicable After Default	34
2.13. Method of Payment	35
2.14. Noteless Agreement; Evidence of Indebtedness	35
2.15. Telephonic Notices	36
2.16. Interest Payment Dates; Interest and Fee Basis	36
2.17. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions	37
2.18. Lending Installations	37
2.19. Non-U.S. Subsidiary Borrowers	37
2.20. Non-Receipt of Funds by the Agent	37
2.21. [Reserved]	38
2.22. Withholding Tax Exemption	38
2.23. Facility LCs	38
2.24. Transitional Letter of Credit Provisions	43
2.25. Judgment Currency	43
2.26. Market Disruption	44
2.27. Increase of Commitments	44
ARTICLE III: CHANGE IN CIRCUMSTANCES	46
3.1. Yield Protection	46
3.2. Changes in Capital Adequacy Regulations	47
3.3. Availability of Types of Advances	47
3.4. Funding Indemnification	48
3.5. Lender Statements; Survival of Indemnity	48
3.6. Replacement Lenders	48
3.7. Payments by Non-U.S. Subsidiary Borrowers	48
3.8. Tax Gross-Up re . Non-U.S. Subsidiary Borrower	49

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3.9. UK Taxes	49
ARTICLE IV: CONDITIONS PRECEDENT	50
4.1. Closing Date	50
4.2. Initial Advance to each Additional Non-U.S. Subsidiary Borrower	53
4.3. Each Credit Extension	54
ARTICLE V: REPRESENTATIONS AND WARRANTIES	55
5.1. Existence and Standing	55
5.2. Authorization and Validity	55
5.3. No Conflict; Government Consent	55
5.4. Financial Statements	56
5.5. Material Adverse Change	56
5.6. Taxes	56
5.7. Litigation and Contingent Obligations	56
5.8. Subsidiaries	56
5.9. ERISA	57
5.10. Accuracy of Information	57
5.11. Regulation U	57
5.12. Material Agreements	57
5.13. Compliance With Laws	57
5.14. Ownership of Property	57
5.15. Labor Matters	58
5.16. Investment Company Act	58
5.17. [Reserved]	58
5.18. Insurance	58
5.19. Special Representations and Warranties of each Non-U.S. Subsidiary Borrower	58
ARTICLE VI: COVENANTS	59
6.1. Financial Reporting	60
6.2. Use of Proceeds	61
6.3. Notice of Default	61
6.4. Conduct of Business	62
6.5. Taxes	62
6.6. Insurance	62
6.7. Compliance with Laws	62
6.8. Maintenance of Property and Books and Records	62
6.9. Inspection	63
6.10. Subsidiaries	63
6.11. Dividends	63
6.12. Indebtedness	64
6.13. Merger	65
6.14. Sale of Assets	65
6.15. Investments and Acquisitions	66
6.16. Guaranty or Pledge Documentation for New Subsidiaries	68

ii

6.17. Contingent Obligations and Off Balance Sheet Liabilities	69
6.18. Liens	70
6.19. Rentals	71
6.20. Affiliates	71
6.21. Minimum Consolidated Interest Coverage Ratio	72
6.22. Maximum Leverage Ratio	72
6.23. Capital Expenditures	72
6.24. Pledge Agreements	72
ARTICLE VII: DEFAULTS	72
ARTICLE VIII: ACCELERATION, DEFAULTING LENDERS, WAIVERS, AMENDMENTS AND REMEDIES	74
8.1. Remedies	74
8.2. Defaulting Lender	75
8.3. Amendments	76
8.4. Preservation of Rights	78
ARTICLE IX: GENERAL PROVISIONS	78
9.1. Survival of Representations	78
9.2. Governmental Regulation	78
9.3. Taxes	78
9.4. Headings	78
9.5. Entire Agreement	78
9.6. Several Obligations; Benefits of this Agreement	78
9.7. Expenses; Indemnification	79
9.8. Numbers of Documents	79
9.9. Accounting	79
9.10. [Reserved]	79
9.11. Severability of Provisions	80
9.12. Nonliability of Lenders	80
9.13. CHOICE OF LAW	80
9.14. CONSENT TO JURISDICTION	80
9.15. WAIVER OF JURY TRIAL	80
9.16. Agent for Service of Process	80
9.17. Confidentiality	81
9.18. USA Patriot Act Notification	81
ARTICLE X: THE AGENT	81
10.1. Appointment	81
10.2. Powers	81
10.3. General Immunity	81
10.4. No Responsibility for Loans, Recitals, etc	81
10.5. Action on Instructions of Lenders	82
10.6. Employment of Agents and Counsel	82

iii

10.7. Reliance on Documents; Counsel	82
10.8. Agent’s Reimbursement and Indemnification	82
10.9. Rights as a Lender	82
10.10. Lender Credit Decision	83
10.11. Successor Agent	83
10.12. Agent’s Fees	83
10.13. Execution of Guarantees and Collateral Documents	83
10.14. Collateral and Guaranty Releases	83
10.15. No Duties Imposed on the Syndication Agent, Documentation Agents or the Arranger	84
10.16. Foreign Pledge Provisions	84
ARTICLE XI: SETOFF; RATABLE PAYMENTS	85
11.1. Setoff	85
11.2. Ratable Payments	85
11.3. Relations Among Lenders	86
11.4. Application of Payments	86
ARTICLE XII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATION	86
12.1. Successors and Assigns	86
12.2. Participation	87
12.2.1. Permitted Participants; Effect	87
12.2.2. Voting Rights	87
12.2.3. Benefit of Setoff	87
12.3. Assignments	87
12.3.1. Permitted Assignments	87
12.3.2. Effect; Effective Date	88
12.3.3. Register	88
12.4. Dissemination of Information	89
12.5. Tax Treatment	89
ARTICLE XIII: NOTICES	89
13.1. Giving Notice	89
13.2. Change of Address	89
ARTICLE XIV: COUNTERPARTS	89

iv

EXHIBITS AND SCHEDULES

Exhibit A	—	Form of Assumption Letter
Exhibit B	—	Form of Parent Guaranty
Exhibit C	—	Form of Subsidiary Guaranty
Exhibit D	—	Forms of Notes (if requested)
Exhibit E	—	Forms of Legal Opinion
Exhibit F	—	Form of Compliance Certificate
Exhibit G	—	Loan/Credit Related Money Transfer Instructions
Exhibit H	—	List of Closing Documents
Exhibit I	—	Form of Assignment Agreement
Exhibit J	—	Form of Commitment and Acceptance
Schedule 1(a)	—	Commitments
Schedule 1(b)	—	Mandatory Cost
Schedule 1(c)	—	Tax Restructuring
Schedule 2	—	Intentionally Omitted
Schedule 3	—	Existing LCs
Schedule 4	—	Litigation
Schedule 5	—	Subsidiaries
Schedule 6	—	Environmental Matters
Schedule 7	—	Existing Indebtedness
Schedule 8	—	Existing Investments
Schedule 9	—	Existing Liens

v

CREDIT AGREEMENT

     This Credit Agreement (this “Agreement”), dated as of September 19, 2008, is among Gardner Denver, Inc., a Delaware corporation (the “Parent Borrower”), Gardner Denver Holdings GmbH & Co KG, a company organized under the laws of Germany (the “German Borrower”), GD First (UK) Limited, a company organized under the laws of England and Wales (the “UK Borrower”), each Foreign Subsidiary of the Parent Borrower that is, or may hereafter become, a party hereto in accordance with Section 2.19 (whether now existing or hereafter formed, each a “Non-U.S. Subsidiary Borrower” and, together with the Parent Borrower, the German Borrower and the UK Borrower, collectively referred to as the “Borrowers”), the institutions from time to time parties hereto as Lenders, JPMorgan Chase Bank, N.A., as an LC Issuer, the Swing Line Lender and as Agent for the Lenders, Bank of America, N.A., as the Syndication Agent, Mizuho Corporate Bank, Ltd. and U.S. Bank, National Association as Documentation Agents. The parties hereto agree as follows:

ARTICLE I: DEFINITIONS

     As used in this Agreement:

     “Acquisition” means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which the Parent Borrower or any of its Subsidiaries (i) acquires any going business concern or all or substantially all of the assets of any firm, corporation or other business entity, or division thereof (other than the Parent Borrower or any of its Subsidiaries), whether through purchase of assets, a reorganization, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company (other than a Subsidiary formed for the purpose of carrying forward a business theretofore operated by the Parent Borrower or any of its Subsidiaries).

     “Advance” means a borrowing hereunder consisting of the aggregate amount of the several Loans made by the Lenders on the same Borrowing Date to any Borrower of the same Type and, in the case of Eurocurrency Advances, in the same currency and for the same Eurocurrency Interest Period.

     “Affected Foreign Subsidiary” means any Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Subsidiary Guarantor would cause a Deemed Dividend Problem.

     “Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

     “Agent” means JPMorgan in its capacity as contractual representative for the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.

     “Aggregate Outstanding Credit Exposure” means, as of any day, the aggregate of the Outstanding Credit Exposure of all the Lenders.

     “Aggregate Outstanding LC Exposure” means, as of any day, the aggregate of the Outstanding LC Exposure of all the Lenders.

     “Aggregate Revolving Loan Commitment” means the aggregate of the Revolving Loan Commitments of all the Revolving Loan Lenders, as may be adjusted from time to time pursuant to the terms hereof. The initial Aggregate Revolving Loan Commitment is Three Hundred Ten Million and 00/100 Dollars ($310,000,000).

     “Aggregate Revolving Loan Commitment Reduction Notice” is defined in Section 2.7 hereof.

     “Aggregate Term Loan Commitment” means the aggregate of the Term Loan Dollar Tranche Commitments and the Term Loan Euro Tranche Commitments of all of the Term Loan Lenders.

     “Agreed Currencies” means (i) Dollars, (ii) so long as such currencies remain Eligible Currencies, Pounds Sterling, Canadian Dollars and euro; and (iii) with respect to Facility LCs, any other Eligible Currency which the Parent Borrower requests the Agent to include as an Agreed Currency hereunder and which is acceptable to the Agent and one-hundred percent (100%) of the Lenders; provided, that the Agent shall promptly notify each Lender of each such request and each Lender shall be deemed not to have agreed to each such request unless its written consent thereto has been received by the Agent within five (5) Business Days from the date of such notification by the Agent to such Lender.

     “Agreement” means this Credit Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.

     “Agreement Accounting Principles” means generally accepted accounting principles as in effect in the United States from time to time; provided, however, that if the Parent Borrower notifies the Agent that the Parent Borrower wishes to amend any covenant in Article VI to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Parent Borrower that the Required Lenders wish to amend Article VI for such purpose), then the Borrowers’ compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers and the Required Lenders.

     “Alternate Base Rate” means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of Federal Funds Effective Rate for such day plus 1/2% per annum.

     “Applicable Commercial Facility LC Fee” means, with respect to any commercial Facility LC, for any day, the percentage rate per annum set forth below opposite the Leverage Ratio in effect on such day:

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Leverage			Applicable
Ratio:			Commercial Facility LC Fee:
	But Less than
Greater than	or Equal to
—		0.75		0.45	%
0.75		1.50		0.65	%
1.50		2.25		0.85	%
2.25		3.00		0.925	%
3.00		—		1.00	%

The Applicable Commercial Facility LC Fee shall be adjusted (upward or downward) effective five Business Days after the Agent has received (and such adjustment, if any, shall be based upon) the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses (i) and (ii) of Section 6.1; provided, however, that before receipt by the Agent of the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses (i) and (ii) of Section 6.1 for the fiscal quarter ending December 31, 2008, the Applicable Commercial Facility LC Fee shall be 0.85% per annum (unless such financial statements for the fiscal quarter ending on or about September 30, 2008 demonstrate that a higher rate per annum in accordance with the preceding pricing grid should have been applicable during such period, in which case such higher rate per annum shall be effective five Business Days after the Agent has received such September 30, 2008 financial statements); and provided, further, that if the Parent Borrower fails to deliver to the Agent a compliance certificate and financial statements pursuant to clauses (i) and (ii) of Section 6.1 for any reason, then the Applicable Commercial Facility LC Fee shall be 1.00%, effective until five Business Days after such compliance certificate and financial statements are received by the Agent.

     “Applicable Facility Fee” means for any day, the percentage rate per annum set forth below opposite the Leverage Ratio in effect on such day:

Leverage			Applicable
Ratio:			Facility Fee:
	But Less than
Greater than	or Equal to
—		0.75		0.30	%
0.75		1.50		0.35	%
1.50		2.25		0.40	%
2.25		3.00		0.45	%
3.00		—		0.50	%

The Applicable Facility Fee shall be adjusted (upward or downward) effective five Business Days after the Agent has received (and such adjustment, if any, shall be based upon) the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses (i) and (ii) of Section 6.1; provided, however, that before receipt by the Agent of the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses (i) and (ii) of Section 6.1 for the fiscal quarter ending December 31, 2008, the Applicable Facility Fee shall be 0.40% per annum (unless such financial statements for the fiscal quarter ending on or about September 30, 2008 demonstrate that a higher rate per annum in accordance with the preceding pricing grid should

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     have been applicable during such period, in which case such higher rate per annum shall be effective five Business Days after the Agent has received such September 30, 2008 financial statements); and provided, further, that if the Parent Borrower fails to deliver to the Agent a compliance certificate and financial statements pursuant to clauses (i) and (ii) of Section 6.1 for any reason, then the Applicable Facility Fee shall be 0.50%, effective until five Business Days after such compliance certificate and financial statements are received by the Agent.

     “Applicable Facility LC Fronting Fee” means, with respect to any Facility LC, for any day, the percentage rate per annum set forth below opposite the Leverage Ratio in effect on such day:

Leverage			Applicable
Ratio:			Facility LC Fronting Fee:
	But Less than
Greater than	or Equal to
—		0.75		0.125	%
0.75		1.50		0.125	%
1.50		2.25		0.125	%
2.25		3.00		0.125	%
3.00		—		0.20	%

     The Applicable Facility LC Fronting Fee shall be adjusted (upward or downward) effective five Business Days after the Agent has received (and such adjustment, if any, shall be based upon) the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses (i) and (ii) of Section 6.1; provided, however, that before receipt by the Agent of the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses (i) and (ii) of Section 6.1 for the fiscal quarter ending December 31, 2008, the Applicable Facility LC Fronting Fee shall be 0.125% per annum (unless such financial statements for the fiscal quarter ending on or about September 30, 2008 demonstrate that a higher rate per annum in accordance with the preceding pricing grid should have been applicable during such period, in which case such higher rate per annum shall be effective five Business Days after the Agent has received such September 30, 2008 financial statements); and provided, further, that if the Parent Borrower fails to deliver to the Agent a compliance certificate and financial statements pursuant to clauses (i) and (ii) of Section 6.1 for any reason, then the Applicable Facility LC Fronting Fee shall be 0.20%, effective until five Business Days after such compliance certificate and financial statements are received by the Agent.

     “Applicable Margin” means, with respect to a Loan for any day, the applicable percentage rate per annum set forth below opposite the Leverage Ratio in effect on such day:

Leverage Ratio:			Applicable Margin:
			Eurocurrency			Eurocurrency			Floating Rate
	But Less than		Loans which are			Loans which are			Loans
Greater than	or Equal to		Revolving Loans			Term Loans
—		0.75		1.20	%		1.50	%		0.25	%
0.75		1.50		1.65	%		2.00	%		0.75	%
1.50		2.25		2.10	%		2.50	%		1.25	%
2.25		3.00		2.30	%		2.75	%		1.50	%

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Leverage Ratio:			Applicable Margin:
			Eurocurrency			Eurocurrency
	But Less than		Loans which are			Loans which are			Floating Rate
Greater than	or Equal to		Revolving Loans			Term Loans			Loans
3.00		—		2.50	%		3.00	%		1.75	%

The Applicable Margin for new as well as outstanding Loans shall be adjusted (upward or downward) effective five Business Days after the Agent has received (and such adjustment, if any, shall be based upon) the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses (i) and (ii) of Section 6.1; provided, however, that before receipt by the Agent of the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses (i) and (ii) of Section 6.1 for the fiscal quarter ending December 31, 2008, the Applicable Margin for (a) Eurocurrency Loans which are Revolving Loans shall be 2.10%, (b) Eurocurrency Loans which are Term Loans shall be 2.50% and (c) Floating Rate Loans shall be 1.25% (unless, in each case, such financial statements for the fiscal quarter ending on or about September 30, 2008 demonstrate that a higher rate per annum in accordance with the preceding pricing grid should have been applicable during such period, in which case such higher rate per annum shall be effective five Business Days after the Agent has received such September 30, 2008 financial statements); and provided, further, that if the Parent Borrower fails to deliver to the Agent a compliance certificate and financial statements pursuant to clauses (i) and (ii) of Section 6.1 for any reason, then the Applicable Margin for (a) Eurocurrency Loans which are Revolving Loans shall be 2.50%, (b) Eurocurrency Loans which are Term Loans shall be 3.00% and (c) Floating Rate Loans shall be 1.75%, in each case effective until five Business Days after such compliance certificate and financial statements are received by the Agent.

     “Applicable Pledge Percentage” means 100% but 65% in the case of a pledge by the Parent Borrower or any Domestic Subsidiary of its Equity Interests in an Affected Foreign Subsidiary.

     “Applicable Stand-by Facility LC Fee” means, with respect to any stand-by Facility LC, for any day, the percentage rate per annum set forth below opposite the Leverage Ratio in effect on such day:

Leverage			Applicable
Ratio:			Stand-by Facility LC Fee:
	But Less than
Greater than	or Equal to
—		0.75		1.20	%
0.75		1.50		1.65	%
1.50		2.25		2.10	%
2.25		3.00		2.30	%
3.00		—		2.50	%

The Applicable Stand-by Facility LC Fee shall be adjusted (upward or downward) effective five Business Days after the Agent has received (and such adjustment, if any, shall be based upon) the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses (i) and (ii) of Section 6.1; provided, however, that before receipt by the Agent of the Parent Borrower’s compliance certificate delivered with the Parent Borrower’s financial statements pursuant to clauses (i) and (ii) of Section 6.1 for the fiscal quarter ending December 31, 2008, the Applicable Stand-by Facility LC Fee shall be 2.10% per annum (unless such financial statements for the fiscal quarter ending on or about September 30, 2008 demonstrate that a higher rate per annum in accordance with the

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preceding pricing grid should have been applicable during such period, in which case such higher rate per annum shall be effective five Business Days after the Agent has received such September 30, 2008 financial statements); and provided, further, that if the Parent Borrower fails to deliver to the Agent a compliance certificate and financial statements pursuant to clauses (i) and (ii) of Section 6.1 for any reason, then the Applicable Stand-by Facility LC Fee shall be 2.50%, effective until five Business Days after such compliance certificate and financial statements are received by the Agent.

     “Approximate Equivalent Amount” of any currency with respect to any amount of Dollars shall mean the Equivalent Amount of such currency with respect to such amount of Dollars at such date, rounded up to the nearest amount of such currency as determined by the Agent from time to time.

     “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “Arranger” means J.P. Morgan Securities Inc.

     “Article” means an article of this Agreement unless another document is specifically referenced.

     “Asset Sale” means, with respect to the Parent Borrower or any Subsidiary, the sale, lease, conveyance, disposition or other transfer by such Person of any of its assets (including by way of a sale-leaseback transaction, and including the sale or other transfer of any of the capital stock or other equity interests of any Subsidiary of such Person, but excluding the disposition or other transfer of Receivables and Related Security pursuant to a Permitted Receivables Transfer) to any Person other than the Parent Borrower or any of its Subsidiaries, other than (i) the sale of inventory in the ordinary course of business, (ii) the sale or other disposition of any obsolete, excess, damaged or worn-out Equipment disposed of in the ordinary course of business, (iii) leases of assets in the ordinary course of business consistent with past practice and (iv) exclusive of sales or dispositions listed in items (i) through (iii) above, other sales or dispositions of assets with an aggregate fair market value not to exceed, during any fiscal year of the Parent Borrower, $25,000,000 (it being understood and agreed that only proceeds in excess of $25,000,000 during any fiscal year of the Parent Borrower shall be included in any calculation of Net Cash Proceeds under Section 2.4(c)(ii)).

     “Assumption Letter” means a letter of a Foreign Subsidiary of the Parent Borrower, addressed to the Lenders in substantially the form of Exhibit A hereto pursuant to which such Subsidiary agrees to become a “Non-U.S. Subsidiary Borrower” and agrees to be bound by the terms and conditions hereof.

     “Authorized Officer” means (i) with respect to the Parent Borrower, any of the President, the Chief Executive Officer or the Chief Financial Officer of the applicable Borrower, acting singly; provided, that with respect to Borrowing Notices, Conversion/Continuation Notices, requests for the issuance or modifications of Facility LCs, commitment reduction notices and prepayment notices, the Treasurer, Assistant Treasurer or Corporate Controller of the Parent Borrower, acting singly, shall also be deemed an Authorized Officer and (ii) with respect to any Non-U.S. Subsidiary Borrower, such officers of such Non-U.S. Subsidiary Borrower as the President, the Chief Executive Officer or the Chief Financial Officer of the Parent Borrower may designate in the Assumption Letter to which such Non-U.S. Subsidiary Borrower is a party.

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     “Borrowers” means, collectively, the Parent Borrower, the German Borrower, the UK Borrower and, after it has become a party hereto, each other Non-U.S. Subsidiary Borrower.

     “Borrowing Date” means a date on which an Advance or a Swing Line Loan is made hereunder.

     “Borrowing Notice” is defined in Section 2.9 hereof.

     “Business Day” means (i) with respect to any borrowing, payment or rate selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York for the conduct of substantially all of their commercial lending activities, and on which dealings in United States Dollars and the other Agreed Currencies are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York for the conduct of substantially all of their commercial lending activities.

     “Buying Lender” is defined in Section 2.27(b) hereof.

     “Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

     “Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

     “Change” is defined in Section 3.2 hereof.

     “Change in Control” means, with respect to the Parent Borrower, the acquisition by any Person or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock of the Parent Borrower, and, with respect to any Non-U.S. Subsidiary Borrower, the acquisition by any Person (other than the Parent Borrower or any of its Wholly-Owned Subsidiaries), or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock of any such Borrower.

     “Closing Date” means September 19, 2008.

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

     “Collateral Documents” means, collectively, the Pledge Agreements, together with the documents, instruments and agreements executed in connection therewith.

     “Commission” means the Securities and Exchange Commission, an agency of the United States government, or its successor.

     “Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans and Term Loans and participate in Facility LCs and Swing Line Loans in the aggregate not exceeding the

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amount set forth opposite its name on Schedule 1(a) hereto or as set forth in any Notice of Assignment relating to any assignment that has become effective pursuant to Section 12.3.2, as such amount may be modified from time to time pursuant to the terms hereof.

     “Commitment Increase Notice” is defined in Section 2.27(a) hereof.

     “CompAir Acquisition” means the Acquisition by the Parent Borrower or its nominee Subsidiary of all of the issued and outstanding equity interests in the Target pursuant to the CompAir Acquisition Agreement.

     “CompAir Acquisition Agreement” means the Share Purchase Agreement dated as of July 20, 2008 among the Parent Borrower, Alchemy Partners (Guernsey) Limited and the other vendors identified therein, pursuant to which the Parent Borrower or its nominee Subsidiary shall purchase all issued and outstanding shares of the Target and consummate the CompAir Acquisition.

     “Condemnation” is defined in Section 7.8 hereof.

     “Consolidated Adjusted EBIT” means, for any period of four consecutive fiscal quarters of the Parent Borrower, on a consolidated basis for the Parent Borrower and its Subsidiaries in accordance with Agreement Accounting Principles, the sum of the amounts for such period, without duplication, of (i) Consolidated EBIT, plus (ii) non-cash charges (other than depreciation and amortization expense) to the extent deducted in computing Consolidated Net Income, plus (ii) extraordinary losses incurred other than in the ordinary course of business to the extent deducted in computing Net Income, minus (iii) extraordinary gains realized other than in the ordinary course of business to the extent added in computing Net Income (iv) plus (minus) any increases (decreases) in the LIFO reserve to the extent deducted (added) in computing Net Income. “Consolidated Adjusted EBIT” for any period shall be calculated to be the actual amount for such period for the Parent Borrower and its Subsidiaries; provided, upon the consummation of any Acquisition, for calculations made from and after such Acquisition, Consolidated Adjusted EBIT shall be calculated on a pro forma basis including the target’s Consolidated Adjusted EBIT for the applicable period derived from the target’s historical financial statements, broken down by fiscal quarter in the Parent Borrower’s reasonable judgment (the amounts from which may be adjusted solely as may be necessary to comply with Agreement Accounting Principles).

     “Consolidated Adjusted EBITDA” means, for any period of four consecutive fiscal quarters of the Parent Borrower, on a consolidated basis for the Parent Borrower and its Subsidiaries in accordance with Agreement Accounting Principles, the sum of the amounts for such period, without duplication, of (i) Consolidated EBIT, plus (ii) depreciation expense to the extent deducted in computing Consolidated Net Income, plus (iii) amortization expense, including, without limitation, amortization of intangible assets, to the extent deducted in computing Net Income, plus (iv) other non-cash charges to the extent deducted in computing Net Income, plus (v) extraordinary losses incurred other than in the ordinary course of business to the extent deducted in computing Net Income, minus (vi) extraordinary gains realized other than in the ordinary course of business to the extent added in computing Net Income (vii) plus (minus) any increases (decreases) in the LIFO reserve to the extent deducted (added) in computing Net Income. “Consolidated Adjusted EBITDA” for any period shall be calculated to be the actual amount for such period for the Parent Borrower and its Subsidiaries; provided, upon the consummation of any Acquisition, for calculations made from and after such Acquisition, Consolidated Adjusted EBITDA shall be calculated on a pro forma basis including the target’s Consolidated Adjusted EBITDA for the applicable period derived from the target’s historical financial statements, broken down

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by fiscal quarter in the Parent Borrower’s reasonable judgment (the amounts from which may be adjusted solely as may be necessary to comply with Agreement Accounting Principles).

     “Consolidated Capital Expenditures” means, for any period of four consecutive fiscal quarters of the Parent Borrower, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including that portion of Capital Leases which is capitalized on the consolidated balance sheet of the Parent Borrower and its Subsidiaries) by the Parent Borrower and its Subsidiaries during that period that, in conformity with Agreement Accounting Principles, are required to be included in or reflected by the property, plant or equipment or similar fixed asset accounts reflected in the consolidated balance sheet of the Parent Borrower and its Subsidiaries.

     “Consolidated EBIT” means, for any period of four consecutive fiscal quarters of the Parent Borrower, on a consolidated basis for the Parent Borrower and its Subsidiaries in accordance with Agreement Accounting Principles, the sum of the amounts for such period, without duplication, of (i) Consolidated Net Income, plus (ii) Consolidated Interest Expense to the extent deducted in computing Net Income, plus (iii) charges against income for all domestic and foreign, federal, state and local taxes to the extent deducted in computing Net Income.

     “Consolidated Interest Coverage Ratio” means, for any period of four consecutive fiscal quarters of the Parent Borrower, the ratio of (i) Consolidated Adjusted EBIT for such period to (ii) Consolidated Interest Expense for such period.

     “Consolidated Interest Expense” means, for any period of four consecutive fiscal quarters of the Parent Borrower, total interest expense (whether paid or accrued) of the Parent Borrower and its Subsidiaries for such period determined in accordance with Agreement Accounting Principles including, without limitation, such interest expense as may be attributable to Capitalized Leases, Receivables Facility Financing Costs, the discount or implied interest component of Off-Balance Sheet Liabilities as well as all commissions, discounts and other fees and charges owed with respect to Letters of Credit and net costs (net of any revenues) under any interest rate swap, exchange or cap agreements.

     “Consolidated Net Income” means, for any fiscal quarter of the Parent Borrower, the positive consolidated net income of the Parent Borrower and its Subsidiaries for such quarter determined in accordance with Agreement Accounting Principles; provided, that there shall be excluded (i) the income (or loss) of any Affiliate of the Parent Borrower or other Person (other than a Subsidiary of the Parent Borrower) in which any Person (other than the Parent Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to the Parent Borrower, or any of its Subsidiaries by such Affiliate or other Person during such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Parent Borrower or is merged into or consolidated with the Parent Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Parent Borrower or any of its Subsidiaries and (iii) the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

     “Consolidated Total Debt” means the aggregate amount of all Indebtedness (other than Hedging Obligations) on a consolidated basis for the Parent Borrower and its Subsidiaries as of a referenced date.

     “Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for

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the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any contingent reimbursement obligations of such Person with respect to any Letter of Credit, as well as any comfort letter, operating agreement or take-or-pay contract (but, in the case of each such Contingent Obligation, only to the extent that a monetary value can reasonably be attributed thereto; it being understood, for the avoidance of doubt, however, that with respect to any Contingent Obligation which is either a guaranty of a monetary obligation of another Person or a reimbursement obligation with respect to a Letter of Credit, the amount of such Contingent Obligation shall be deemed equal to the amount of such monetary obligation or Letter of Credit, as the case may be).

     “Conversion/Continuation Notice” is defined in Section 2.10 hereof.

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

     “Cooper” means Cooper Industries, Inc., an Ohio corporation.

     “Credit Documents” means, collectively, the Parent Borrower Credit Documents, the Non-U.S. Subsidiary Borrower Credit Documents, the Collateral Documents, the Parent Guaranty and the Subsidiary Guaranties and any other instruments, agreements or documents delivered pursuant thereto or in connection therewith, in each case, as the same has been amended, restated, supplemented or otherwise modified from time to time.

     “Credit Extension” means either the funding of an Advance or Swing Line Loan or the issuance of or amendment to a Facility LC hereunder.

     “Credit Extension Date” means the Borrowing Date for an Advance or Swing Line Loan or the issuance date for a Facility LC.

     “Cure Loan” is defined in Section 8.2 hereof.

     “Deemed Dividend Problem” is defined in Section 6.10 hereof.

     “Default” means an event described in Article VII.

     “Disqualified Stock” means any capital stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the Maturity Date.

     “Dollar” and “$” means the lawful currency of the United States of America.

     “Dollar Amount” of any currency at any date shall mean (i) the amount of such currency if such currency is Dollars or (ii) the Equivalent Amount of Dollars if such currency is any currency other than Dollars, calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the

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Agent for such currency on the London market at 11:00 a.m., London time, two Business Days prior to the date on which such amount is to be determined.

     “Domestic Subsidiary” means each Subsidiary other than a Foreign Subsidiary.

     “Effective Commitment Amount” is defined in Section 2.27(a) hereof.

     “Eligible Currency” means any currency other than Dollars that is readily available, freely traded, in which deposits are customarily offered to banks in the London interbank market, convertible into Dollars in the international interbank market available to the Lenders in such market and as to which an Equivalent Amount may be readily calculated. If, after the designation by the Lenders of any currency as an Agreed Currency, currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, such country’s currency is, in the determination of the Agent, (i) no longer readily available or freely traded or (ii) as to which, in the determination of the Agent, an Equivalent Amount is not readily calculable ((i) and (ii) a “Disqualifying Event”), then the Agent shall promptly notify the Lenders and the Borrowers, and such country’s currency shall no longer be an Agreed Currency until such time as the Disqualifying Event(s) no longer exist, but in any event within five (5) Business Days of receipt of such notice from the Agent, each Borrower shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Equivalent Amount of Loans in Dollars or another Agreed Currency, subject to the other terms contained in Article II (it being understood and agreed that no Non-U.S. Subsidiary Borrower shall be liable to repay any Loans made to any other Borrower).

     “Equipment” means all of the Parent Borrower’s and each Subsidiary’s present and future (i) equipment, including, without limitation, machinery, manufacturing, distribution, data processing and office equipment, assembly systems, tools, molds, dies, fixtures, appliances, furniture, furnishings, vehicles, vessels, aircraft, aircraft engines, and trade fixtures, (ii) other tangible personal property (other than inventory), and (iii) any and all accessions, parts and appurtenances attached to any of the foregoing or used in connection therewith, and any substitutions therefor and replacements, products and proceeds thereof.

     “Equivalent Amount” of any Agreed Currency with respect to any amount of Dollars at any date shall mean the equivalent in such Agreed Currency of such amount of Dollars, calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Agent for such other Agreed Currency at 11:00 a.m., London time, two Business Days prior to the date on which such amount is to be determined.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

     “EU” means the European Union.

     “euro” and/or “EUR” means the single currency of the participating member states of the EU.

     “Eurocurrency Advance” means an Advance which bears interest at a Eurocurrency Rate.

     “Eurocurrency Base Rate” means, with respect to a Eurocurrency Advance for the relevant Eurocurrency Interest Period, the applicable British Bankers’ Association Interest Settlement Rate for deposits in the applicable Agreed Currency appearing on the applicable Reuters Screen for such Agreed

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Currency as of 11:00 a.m. (London time) two Business Days prior to (or, in the case of Loans denominated in Pounds Sterling, on) the first day of such Eurocurrency Interest Period, and having a maturity equal to such Eurocurrency Interest Period, provided that, (i) if the applicable Reuters Screen for such Agreed Currency is not available to the Agent for any reason, the applicable Eurocurrency Base Rate for the relevant Eurocurrency Interest Period shall instead be the applicable British Bankers’ Association Interest Settlement Rate for deposits in the applicable Agreed Currency as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to (or, in the case of Loans denominated in Pounds Sterling, on) the first day of such Eurocurrency Interest Period, and having a maturity equal to such Eurocurrency Interest Period, and (ii) if no such British Bankers’ Association Interest Settlement Rate is available, the applicable Eurocurrency Base Rate for the relevant Eurocurrency Interest Period shall instead be the rate determined by the Agent to be the rate at which JPMorgan offers to place deposits in the applicable Agreed Currency with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to (or, in the case of Loans denominated in Pounds Sterling, on) the first day of such Eurocurrency Interest Period, in the approximate amount of JPMorgan’s relevant Eurocurrency Loan and having a maturity equal to such Eurocurrency Interest Period. The Eurocurrency Base Rate shall be rounded to the next higher multiple of 1/16 of 1% if the rate is not such a multiple.

     “Eurocurrency Interest Period” means, with respect to a Eurocurrency Advance, a period as the applicable Borrower may choose, of one week, one, two, three or six months, or of nine or twelve months if the Agent determines that a nine or twelve month period, as the case may be, is reasonably available, each such period to commence on a Business Day selected by the applicable Borrower on which a Eurocurrency Advance is made to such Borrower pursuant to this Agreement. Such Eurocurrency Interest Period shall end on (but exclude) the day which corresponds numerically to such date one week or one, two, three, six, nine or twelve months thereafter, as the case may be, provided, however, that if there is no such numerically corresponding day in such next week or next, second, third, sixth, ninth or twelfth succeeding month, as applicable, such Eurocurrency Interest Period shall end on the last Business Day of such next week or next, second, third, sixth, ninth or twelfth succeeding month, as applicable. If a Eurocurrency Interest Period would otherwise end on a day which is not a Business Day, such Eurocurrency Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Eurocurrency Interest Period shall end on the immediately preceding Business Day.

     “Eurocurrency Loan” means a Loan which bears interest at a Eurocurrency Rate.

     “Eurocurrency Payment Office” of the Agent shall mean, for each of the Agreed Currencies, the office, branch or affiliate of the Agent, specified from time to time as the “Eurocurrency Payment Office” for such Agreed Currency by the Agent to the Borrowers and each Lender.

     “Eurocurrency Rate” means, with respect to a Eurocurrency Advance for the relevant Eurocurrency Interest Period, a rate per annum equal to the sum of (i) the quotient of (a) the Eurocurrency Base Rate applicable to such Eurocurrency Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Eurocurrency Interest Period, plus (ii) the then Applicable Margin, changing as and when the Applicable Margin changes, plus (iii) for Advances by a Lender from its office or branch in the United Kingdom, the Mandatory Cost, plus (iv) any other mandatory costs imposed by any governmental or regulatory authority.

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     “Existing Credit Agreement” means that certain Third Amended and Restated Credit Agreement dated as of May 13, 2005, by and among the Borrowers, certain of the Lenders hereto, certain other lenders and the Agent (as amended, supplemented or otherwise modified).

     “Existing Indebtedness” means any and all Indebtedness of the Parent Borrower and its Subsidiaries under the Existing Credit Agreement.

     “Existing LCs” means each of the stand-by or commercial Letters of Credit issued under and pursuant to the Existing Credit Agreement and which are described in Schedule 3 hereto.

     “Facility” means the Revolving Loan Facility or the Term Loan Facility, as applicable.

     “Facility Fee” is defined in Section 2.7 hereof.

     “Facility LC” means each Existing LC and each stand-by or commercial Letter of Credit issued under Section 2.23(a).

     “Facility LC Application Agreement” means each and every application agreement or other instrument or agreement requested by the LC Issuer pursuant to Section 2.23(c).

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

     “Financial Assistance Problem” is defined in Section 6.10 hereof.

     “Financing” means, with respect to the Parent Borrower or any Subsidiary, (i) the issuance or sale by such Person of any equity interests (including, without limitation, common stock, preferred stock, warrants and any other equity interests) in such Person (other than equity securities issued prior to the Term Loan Funding Date to finance the CompAir Acquisition and other than equity securities sold or issued to the Parent Borrower or any Subsidiary by any other Subsidiary or to any employee of the Parent Borrower or any Subsidiary pursuant to the Parent Borrower’s long-term incentive plan) and (ii) the issuance or sale by such Person of any Indebtedness (other than Indebtedness permitted under clauses (i), (iv), (v), (vi), (vii), (viii) and (ix) of Section 6.12).

     “First-Tier Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the Parent Borrower and its Domestic Subsidiaries directly owns or controls more than 50% of such Foreign Subsidiary’s voting capital stock and other equity interests.

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

     “Floating Rate Advance” means an Advance which bears interest at the Floating Rate.

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     “Floating Rate Loan” means a Loan which bears interest at the Floating Rate.

     “Foreign Subsidiary” means a Subsidiary organized under the laws of a jurisdiction which is not located in the United States of America.

     “GMAC Facility” means the revolving facility of GBP 30,000,000 governed by that certain Multicurrency Revolving Facility Agreement dated October 13, 2006 by and among GMAC Commercial Finance PLC, Target and certain affiliates of Target.

     “German Borrower” means Gardner Denver Holdings GmbH & Co KG, a company organized under the laws of Germany.

     “Hedging Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.

     “HMRC” means the United Kingdom H.M. Revenue & Customs.

     “Holders of Secured Obligations” is defined in the definition of “Pledge Agreement” set forth in this Article I.

     “Home Country” is defined in Section 5.19(a) hereof.

     “Indebtedness” of a Person means, without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) Capitalized Lease Obligations, (vi) Hedging Obligations, (vii) Contingent Obligations and (viii) Off Balance Sheet Liabilities, (ix) Receivables Facility Attributed Indebtedness and (x) Disqualified Stock.

     “Intellectual Property” means (i) any and all intangible personal property consisting of intellectual property, whether or not registered with any governmental entity, including, without limitation, franchises, licenses, patents, technology and know-how, copyrights, trademarks, trade secrets, service marks, logos and trade names and (ii) any and all contract rights (including, without limitation, applications for governmental registrations, license agreements, trust agreements and assignment agreements) creating, evidencing or conveying an interest or right in or to any of the intellectual property described in the preceding clause (i).

     “Investment” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit, deposit account (in the nature of, or similar to, a bank account) or contribution of capital by such Person to any

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other Person or any investment in, or purchase or other acquisition of, the stock, partnership interests, notes, debentures or other securities of any other Person made by such Person.

     “JPMorgan” means JPMorgan Chase Bank, N.A., in its individual capacity, and its successors.

     “LC Draft” means a draft, or other form of demand, drawn or made on a LC Issuer pursuant to a Facility LC.

     “LC Issuer” means (i) JPMorgan or any of its Lending Installations or Affiliates in its capacity as LC Issuer hereunder with respect to each Facility LC issued by JPMorgan or such Lending Installation or Affiliate and (ii) any Revolving Loan Lender (other than JPMorgan or any Lending Installation or Affiliate thereof) reasonably acceptable to the Agent, in such Revolving Loan Lender’s capacity as LC Issuer hereunder with respect to any and all Facility LCs issued by such Revolving Loan Lender in its sole discretion upon the applicable Borrower’s request. All references contained in this Agreement and the other Credit Documents to the “LC Issuer” shall be deemed to apply equally to each of the institutions referred to in clauses (i) and (ii) of this definition in their respective capacities as LC Issuer of any and all Facility LCs issued by each such institution.

     “LC Obligations” means, at any time, the sum, without duplication, of (i) the aggregate amount then available for drawing under all Facility LCs outstanding at such time plus (ii) the face amount of all LC Drafts corresponding to the Facility LCs, which drafts have been accepted by the applicable LC Issuer plus (iii) the aggregate unpaid amount at such time of all Reimbursement Obligations in respect of previous drawings made under Facility LCs.

     “LC Payment Date” is defined in Section 2.23(e) hereof.

     “Lender Increase Notice” is defined in Section 2.27(a) hereof.

     “Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors and permitted assigns.

     “Lending Installation” means, with respect to a Lender, LC Issuer or the Agent, any office, branch, subsidiary or affiliate of such Lender, the LC Issuer or the Agent.

     “Letter of Credit” of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

     “Leverage Ratio” means, as of the last day of any fiscal quarter of the Parent Borrower, the ratio of (i) Consolidated Total Debt to (ii) Consolidated Adjusted EBITDA. The Leverage Ratio shall be calculated based upon (a) for Consolidated Total Debt, Consolidated Total Debt as of the last day of each such fiscal quarter, and (b) for Consolidated Adjusted EBITDA, the actual amount for the period of four consecutive fiscal quarters of the Parent Borrower ending on such day.

     “Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

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     “Loan” means, with respect to a Lender, such Lender’s portion of any Advance made pursuant to Section 2.1, and in the case of the Swing Line Lender, any Swing Line Loan made pursuant to Section 2.2 hereof, and collectively all Term Loans, Revolving Loans, Swing Line Loans and any incremental term loans made pursuant to Section 2.27, whether made or continued as or converted to Floating Rate Loans, Eurocurrency Loans or otherwise.

     “Mandatory Cost” is described in Schedule 1(b) hereto.

     “Material Adverse Effect” means a material adverse effect on (a) the business, Property, financial condition or results of operations of the Parent Borrower and its Subsidiaries taken as a whole, (b) the ability of any Borrower or any Subsidiary to perform its respective obligations under the Credit Documents to which it is a party or (c) the validity or enforceability of any of the Credit Documents or any material rights or remedies of the Agent, the Swing Line Lender, the LC Issuer or the Lenders thereunder.

     “Material Domestic Subsidiary(ies)” means each Domestic Subsidiary of the Parent Borrower (other than any SPV and any Domestic Subsidiary owned by a Foreign Subsidiary), the total assets of which exceed, at any time, ten percent (10.0%) of the consolidated total assets of the Parent Borrower and its consolidated Subsidiaries (other than SPVs).

     “Material Foreign Subsidiary(ies)” means (i) each Non-U.S. Subsidiary Borrower and (ii) each other Foreign Subsidiary of the Parent Borrower (other than any SPV), the total assets of which exceed, at any time, ten percent (10.0%) of the consolidated total assets of the Parent Borrower and its consolidated Subsidiaries (other than SPVs); provided, however, in the event that one of more of such Foreign Subsidiaries are owned through another Foreign Subsidiary, then the Agent shall notify the Parent Borrower whether the “Material Foreign Subsidiary” shall be the holding company Foreign Subsidiary or such holding company’s Foreign Subsidiary or Subsidiaries, it being the intention of the parties that the Agent and the Lenders shall be provided with the maximum collateral protection without resulting in any Deemed Dividend Problem.

     “Material Indebtedness” means any Indebtedness, or group of different Indebtedness, in an aggregate principal amount of at least $30,000,000.

     “Maturity Date” means the fifth anniversary of the Revolving Loan Funding Date.

     “Maximum Foreign Currency Amount” means, at any time, the Equivalent Amount of $225,000,000 minus the aggregate outstanding principal amount of Credit Extensions under the Revolving Loan Facility in an Agreed Currency other than Dollars at such time.

     “Maximum Non-U.S. Subsidiary Borrower Amount” means the Equivalent Amount of $200,000,000.

     “Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Parent Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

     “Net Cash Proceeds” means, with respect to the Parent Borrower or any Subsidiary, (a) cash (freely convertible into Dollars) received by such Person or any Subsidiary of such Person from any Asset Sale (including cash received as consideration for the assumption or incurrence of liabilities incurred in

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connection with or in anticipation of such Asset Sale) or any Financing, after (i) provision for all income or other taxes measured by or resulting from such sale of Property, (ii) payment of all reasonable brokerage commissions and other fees and expenses related to such Asset Sale or Financing, and (iii) all amounts used to repay Indebtedness secured by a Lien on any asset disposed of in such Asset Sale which is or may be required (by the express terms of the instrument governing such Indebtedness) to be repaid in connection with such Asset Sale (including payments made to obtain or avoid the need for the consent of any holder of such Indebtedness) or Financing.

     “New Subsidiary” is defined in Section 6.16 hereof.

     “Non Pro Rata Loan” is defined in Section 8.2 hereof.

     “Non-U.S. Subsidiary Borrower” means (i) the German Borrower, (ii) the UK Borrower and (iii) upon satisfaction of the requirements set forth in Section 2.19, any other First-Tier Foreign Subsidiary of the Parent Borrower, whether now existing or hereafter formed, which shall have delivered to the Agent an Assumption Letter in accordance with Section 2.19 and such other documents, instruments and agreements as may be required pursuant to the terms of this Agreement (including Section 4.2), together with its successors and permitted assigns.

     “Non-U.S. Subsidiary Borrower Credit Documents” means this Agreement or, as the case may be, the Assumption Letter pursuant to which a Non-U.S. Subsidiary Borrower becomes a party to this Agreement, any Pledge Agreements executed by any Non-U.S. Subsidiary Borrower and any and all Facility LC Application Agreements executed by any Non-U.S. Subsidiary Borrower.

     “Notice of Assignment” is defined in Section 12.3.2 hereof.

     “Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of each Borrower, respectively, to the Lenders or to any Lender (including the Swing Line Lender), the LC Issuer, the Agent or any indemnified party hereunder arising under the Credit Documents (whether or not allowed as a claim in any insolvency proceeding of any Borrower), including any Hedging Obligations of the Parent Borrower or its Subsidiaries owing to any Lender or Affiliate of a Lender in its separate capacity as the hedge counterparty or provider thereunder.

     “Obligor Subsidiary” means (i) a Subsidiary which is a party to a Subsidiary Guaranty or (ii) a Material Domestic Subsidiary or Material Foreign Subsidiary in connection with which a Pledge Agreement has been executed.

     “Off Balance Sheet Liabilities” of a Person means (a) any Receivables Facility Attributed Indebtedness, (b) any repurchase obligation or liability of such Person or any of its Subsidiaries with respect to accounts or notes receivable sold by such Person or any of its Subsidiaries, including pursuant to any Receivables Purchase Facility, (c) any liability under any sale and leaseback transactions which do not create a liability on the consolidated balance sheet of such Person prepared in accordance with the Agreement Accounting Principles, (d) any liability under any financing lease or so-called “synthetic” lease transaction, or (e) any obligations arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of such Person and its Subsidiaries, prepared in accordance with Agreement Accounting Principles.

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     “Originators” means the Parent Borrower and/or any of its Subsidiaries in their respective capacities as parties to any Receivables Purchase Documents, as sellers or transferors of any Receivables and Related Security in connection with a Permitted Receivables Transfer.

     “Outstanding Credit Exposure” means, as to any Lender at any time, the sum of (i) the aggregate principal amount of its Loans outstanding at such time plus (ii) its Outstanding LC Exposure at such time.

     “Outstanding LC Exposure” means, as to any Lender at any time, an amount equal to its Revolving Loan Percentage of the LC Obligations at such time.

     “Parent Borrower” means Gardner Denver, Inc., a Delaware corporation, and its successors and permitted assigns.

     “Parent Borrower Credit Documents” means this Agreement, the Parent Guaranty, any Pledge Agreements executed by the Parent Borrower and any and all Facility LC Application Agreements executed by the Parent Borrower.

     “Parent Guaranty” means a Guaranty, substantially in the form of Exhibit B hereto, duly executed and delivered by the Parent Borrower to and in favor of the Agent, the LC Issuer, the Lenders and the other Holders of Secured Obligations, as it may from time to time be amended, supplemented or otherwise modified.

     “Participants” is defined in Section 12.2.1 hereof.

     “Payment Date” means the last Business Day of each March, June, September and December, commencing on the first calendar quarter-end occurring after the Revolving Loan Funding Date.

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

     “Percentage” means, with respect to any Lender, (i) at any time prior to the Term Loan Funding Date, the percentage obtained by dividing (A) such Lender’s Commitments at such time (in each case, as adjusted from time to time in accordance with the provisions of this Agreement) by (B) the sum of the Aggregate Term Loan Commitment and the Aggregate Revolving Loan Commitment at such time and (ii) at any time after the Term Loan Funding Date, the percentage obtained by dividing (A) the sum of such Lender’s Term Loans and Revolving Loan Commitment at such time (in each case, as adjusted from time to time in accordance with the provisions of this Agreement) by (B) the sum of the aggregate amount of all of the Term Loans and the Aggregate Revolving Loan Commitment at such time; provided, however, if all of the Commitments are terminated pursuant to the terms of this Agreement, then “Percentage” means the percentage obtained by dividing (i) the sum of (a) such Lender’s Term Loans and the Dollar Amount of such Lender’s Revolving Loans, plus (b) such Lender’s share of the obligation to purchase participations in Swing Line Loans, plus (c) such Lender’s share of the obligation to purchase participations in Facility LCs by (ii) the sum of (a) the aggregate amount of all Term Loans and the Dollar Amount of Revolving Loans plus (b) the aggregate amount of all Swing Line Loans, plus (c) the aggregate outstanding Dollar Amount of all Facility LCs.

     “Permitted Receivables Transfer” means (i) a sale or other transfer by an Originator to a SPV of Receivables and Related Security for fair market value and without recourse (except for limited recourse typical of such structured finance transactions), and/or (ii) a sale or other transfer by a SPV to (a)

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purchasers of or other investors in such Receivables and Related Security or (b) any other Person (including a SPV) in a transaction in which purchasers or other investors purchase or are otherwise transferred such Receivables and Related Security, in each case pursuant to and in accordance with the terms of the Receivables Purchase Documents.

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

     “Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Parent Borrower or any member of the Controlled Group may have any liability.

     “Pledge Agreement” means a Pledge Agreement on terms and conditions reasonably acceptable to the Agent duly executed and delivered by the Parent Borrower and/or any of its Subsidiaries to and in favor of the Agent, the Swing Line Lender, the LC Issuer and the Lenders and their applicable Affiliates (collectively, the “Holders of Secured Obligations”), as it may from time to time be amended, supplemented or otherwise modified with respect to (i) one hundred percent (100%) of the outstanding capital stock and other equity interests of each of the Parent Borrower’s Material Domestic Subsidiaries and (ii) sixty-five percent (65%) of the outstanding capital stock and other equity interests of each of the Parent Borrower’s Material Foreign Subsidiaries including, but not limited to, after it has become a party hereto, each Non-U.S. Subsidiary Borrower.

     “Prepayment Notice” is defined in Section 2.4(b) hereof.

     “Prime Rate” means a rate per annum equal to the prime rate of interest announced by the Agent or its parent from time to time (which is not necessarily the lowest rate of interest charged to any customer), changing when and as said prime rate changes.

     “Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person, including, without limitation, Intellectual Property.

     “Proposed New Lender” is defined in Section 2.27(a) hereof.

     “Purchasers” is defined in Section 12.3.1 hereof.

     “Receivable(s)” means and includes all of the applicable Originator’s or SPV’s presently existing and hereafter arising or acquired accounts, accounts receivable, and all present and future rights of such Originator or SPV, as applicable, to payment for goods sold or leased or for services rendered (except those evidenced by instruments or chattel paper), whether or not they have been earned by performance, and all rights in any merchandise or goods which any of the same may represent, and all rights, title, security and guaranties with respect to each of the foregoing, including, without limitation, any right of stoppage in transit.

     “Receivables and Related Security” means the Receivables and the related security and collections with respect thereto which are sold or transferred by any Originator or SPV in connection with any Permitted Receivables Transfer.

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     “Receivables Facility Attributed Indebtedness” means the amount of obligations outstanding under a Receivables Purchase Facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.

     “Receivables Facility Financing Cost” means such portion of the cash fees, service charges, and other costs, as well as all collections or other amounts retained by purchasers of Receivables pursuant to a Receivables Purchase Facility, which are in excess of amounts paid to the Parent Borrower and its consolidated Subsidiaries under any Receivables Purchase Facility for the purchase of Receivables pursuant to such facility and are the equivalent of the interest component of the financing if the transaction were characterized as an on-balance sheet transaction.

     “Receivables Purchase Documents” means any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which an Originator or Originators sell or transfer to SPVs all of their respective right, title and interest in and to certain Receivables and Related Security for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.

     “Receivables Purchase Facility” means the securitization facility made available to the Parent Borrower, pursuant to which the Receivables and Related Security of the Originators are transferred to one or more SPVs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.

     “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

     “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

     “Reimbursement Obligations” means, at any time, the aggregate of all obligations of each Borrower then outstanding under Section 2.23 to reimburse any LC Issuer for amounts paid by any such LC Issuer in respect of any one or more drawings under Facility LCs.

     “Relevant Prepayment Percentage” means (a) so long as the Leverage Ratio is greater than 3.5 to 1.0, (i) 100% in the case of prepayments required in connection with an Asset Sale (subject to a 270-day reinvestment period), (ii) 50% in the case of prepayments required in connection with a Financing constituting an issuance or sale of any equity interests (including, without limitation, common stock, preferred stock, warrants and any other equity interests) and (iii) 75% in the case of prepayments required in connection with a Financing constituting an issuance or sale of any Indebtedness and (b) so long as the Leverage Ratio is equal to or less than 3.5 to 1.0, (i) 50% in the case of prepayments required in connection with an Asset Sale (subject to a 270-day reinvestment period in accordance with Section 2.4(c)(ii)) and (ii) 0% in the case of prepayments required in connection with a Financing.

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     “Rentals” of a Person means the aggregate fixed amounts payable by such Person under any lease of Property having an original term (including any required renewals or any renewals at the option of the lessor or lessee) of one year or more (but does not include any amounts payable under Capitalized Leases of such Person).

     “Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

     “Required Lenders” means, as of the date of determination thereof, Lenders having, in the aggregate, Percentages of at least 51%; provided, however, that, if any of the Lenders shall have failed to fund its Percentage of (i) any Loan requested by any Borrower, (ii) any Revolving Loans required to be made in connection with reimbursement for any LC Obligations, or (iii) any participation in any Swing Line Loan as requested by the Agent, which such Lenders are obligated to fund under the terms of this Agreement and any such failure has not been cured, then for so long as such failure continues, “Required Lenders” means Lenders (excluding all Lenders whose failure to fund their respective Percentages of such Loans or to purchase participations have not been so cured) whose Percentages equal at least 51% of the aggregate Percentages of such Lenders; provided, further, however, that, if the Commitments have been terminated pursuant to the terms of this Agreement, “Required Lenders” means Lenders (without regard to such Lenders’ performance of their respective obligations hereunder) in the aggregate holding at least 51% of the Aggregate Outstanding Credit Exposure.

     “Required Revolving Lenders” means, as of the date of determination thereof, Revolving Lenders having, in the aggregate, Revolving Loan Percentages of at least 51%; provided, however, that, if any of the Revolving Loan Lenders shall have failed to fund its Revolving Loan Percentage of (i) any Revolving Loan requested by any Borrower, (ii) any Revolving Loans required to be made in connection with reimbursement for any LC Obligations, or (iii) any participation in any Swing Line Loan as requested by the Agent, which such Lenders are obligated to fund under the terms of this Agreement and any such failure has not been cured, then for so long as such failure continues, “Required Revolving Lenders” means Revolving Loan Lenders (excluding all Revolving Loan Lenders whose failure to fund their respective Revolving Loan Percentages of such Revolving Loans or to purchase participations have not been so cured) whose Revolving Loan Percentages equal at least 51%, such Revolving Loan Percentages being calculated without giving effect to the Commitments of and Obligations to such excluded Revolving Loan Lenders.

     “Reserve Requirement” means, with respect to and during a Eurocurrency Interest Period, the maximum aggregate reserve requirements imposed on Eurocurrency liabilities (including all basic, supplemental, marginal and other reserves), including without limitation Regulation D. For purposes of this definition, all Eurocurrency Loans shall be deemed to be “Eurocurrency liabilities” as defined in Regulation D.

     “Revolving Credit Availability” means, at any particular time, the amount by which (i) the Aggregate Revolving Loan Commitment at such time exceeds (ii) the Dollar Amount of the Revolving Credit Obligations outstanding at such time.

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     “Revolving Credit Obligations” means, at any particular time, the sum of (i) the Dollar Amount of the Revolving Loans outstanding at such time, plus (ii) the amount of the Swing Line Loans outstanding at such time, plus (iii) the Dollar Amount of LC Obligations outstanding at such time.

     “Revolving Loan” is defined in Section 2.1(a) hereof.

     “Revolving Loan Commitment” means, for each Revolving Loan Lender, the obligation of such Revolving Loan Lender to make Revolving Loans and to purchase participations in Facility LCs and to participate in Swing Line Loans in an amount not exceeding the amount set forth opposite its name on Schedule 1 hereto under the heading “Revolving Loan Commitment” or in the Assignment Agreement by which it became a Revolving Loan Lender, as such amount may be modified from time to time pursuant to the terms of this Agreement, or to give effect to any applicable Assignment Agreement.

     “Revolving Loan Facility” means the portion of the credit facility evidenced by this Agreement consisting of the several Revolving Loans, Swing Line Loans and Facility LCs.

     “Revolving Loan Funding Date” means the date on which the conditions precedent set forth in Section 4.1A shall have been satisfied, which date shall be no later than October 31, 2008.

     “Revolving Loan Lender” means any Lender with a Revolving Loan Commitment.

     “Revolving Loan Percentage” means, with respect to any Revolving Loan Lender, the percentage obtained by dividing (A) the amount of such Revolving Loan Lender’s Revolving Loan Commitment (as adjusted from time to time in accordance with the provisions of this Agreement) by (B) the Aggregate Revolving Loan Commitment at such time; provided, however, if all of the Commitments are terminated pursuant to the terms of this Agreement, then “Revolving Loan Percentage” means the percentage obtained by dividing (i) the sum of (a) the Dollar Amount of such Revolving Loan Lender’s Revolving Loans, plus (b) such Revolving Loan Lender’s share of the obligation to purchase participations in Swing Line Loans, plus (c) such Revolving Loan Lender’s share of the obligation to purchase participations in Facility LCs by (ii) the sum of (a) the aggregate Dollar Amount of all Revolving Loans, plus (b) the aggregate amount of all Swing Line Loans, plus (c) the aggregate outstanding Dollar Amount of all Letters of Credit.

     “Risk-Based Capital Guidelines” is defined in Section 3.2 hereof.

     “Section” means a numbered section of this Agreement, unless another document is specifically referenced.

     “Selling Lender” is defined in Section 2.27(b) hereof.

     “Senior Subordinated Notes” means the Parent Borrower’s 8% Senior Subordinated Notes due 2013 and issued in May 2005 in an aggregate principal amount of $125,000,000, as such amount is reduced and repaid from time to time.

     “Single Employer Plan” means a Plan maintained by the Parent Borrower or any member of the Controlled Group for employees of the Parent Borrower or any member of the Controlled Group.

     “SPV” means any special purpose entity established for the purpose of purchasing Receivables in connection with a receivables securitization transaction permitted under the terms of this Agreement.

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     “Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Parent Borrower.

     “Subsidiary Guaranty” means a Guaranty, substantially in the form of Exhibit C hereto, duly executed and delivered by each Subsidiary of the Parent Borrower (to the extent required by the terms of this Agreement) to and in favor of the Agent, the LC Issuer, the Lenders and the other Holders of Secured Obligations, as it may from time to time be amended, supplemented or otherwise modified.

     “Substantial Portion” means, with respect to the Property of any Person and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of such Person and its Subsidiaries as would be shown in the consolidated financial statements of such Person and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of such Person and its Subsidiaries as reflected in the financial statements referred to in clause (i) above.

     “Swing Line Commitment” means the obligation of the Swing Line Lender to make Swing Line Loans up to a maximum principal amount of $25,000,000 at any one time outstanding.

     “Swing Line Lender” means JPMorgan.

     “Swing Line Loan” means a Loan made available to the Parent Borrower by the Swing Line Lender pursuant to Section 2.2(a) hereof.

     “Target” means CompAir Holdings Ltd., a company organized under the laws of England and Wales.

     “Tax Restructuring” means the transactions outlined on Schedule 1(c) hereof, including all interim non-material steps necessary to achieve each such step and all non-material deviations from such steps so long as (i) such transactions are consummated on terms reasonably satisfactory to the Agent and (ii) the Parent Borrower delivers such Credit Documents, and within such time periods, as are reasonably requested by the Agent in order to comply with this Agreement. For purposes of this definition, a “non-material” step or deviation shall mean any step or deviation, as reasonably determined by the Agent and the Parent Borrower, from the steps outlined in Schedule 1(c) hereto, that does not reduce the amount of security provided to the Lenders under the Credit Documents.

     “Term Loan” is defined in Section 2.3(a) hereof.

     “Term Loan Commitment” means, for each Lender, the obligation of such Lender to make its Term Loans pursuant to the terms and conditions of this Agreement, and which shall not exceed Term Loan Dollar Tranche Commitment and Term Loan Euro Tranche Commitment of such Lender.

     “Term Loan Dollar Tranche Commitment” means, for each Lender, the obligation of such Lender to make its Term Loan in Dollars pursuant to the terms and conditions of this Agreement, and

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which shall not exceed the principal amount set forth opposite its name on Schedule I hereto under the heading “Term Loan Dollar Tranche Commitment,” as such amount may be modified from time to time pursuant to the terms hereof.

     “Term Loan Euro Tranche Commitment” means, for each Lender, the obligation of such Lender to make its Term Loan in euro pursuant to the terms and conditions of this Agreement, and which shall not exceed the principal amount set forth opposite its name on Schedule I hereto under the heading “Term Loan Euro Tranche Commitment,” as such amount may be modified from time to time pursuant to the terms hereof.

     “Term Loan Facility” means the portion of the credit facility evidenced by this Agreement consisting of the Term Loans.

     “Term Loan Funding Date” means the date on which the Term Loans are funded, which date shall be no later than January 6, 2009.

     “Term Loan Lender” means any Lender with a Term Loan Commitment.

     “Term Loan Percentage” means, with respect to any Term Loan Lender, (i) at any time prior to the Term Loan Funding Date, the percentage obtained by dividing (A) such Term Loan Lender’s Term Loan Commitment by (B) the Aggregate Term Loan Commitment, and (ii) at any time after the Term Loan Funding Date, the percentage obtained by dividing (A) the sum of such Term Loan Lender’s Term Loans at such time by (B) the sum of the aggregate amount of all of the Term Loans at such time.

     “Term Tranche” means the tranche of Term Loans under the Term Loan Dollar Tranche Commitments and/or Term Loan Euro Tranche Commitments, as applicable.

     “Term Tranche Percentage” means, with respect to any Term Loan Lender under a Term Tranche, (i) at any time prior to the Term Loan Funding Date, the percentage obtained by dividing (A) such Term Loan Lender’s Term Loan Commitment under such Term Tranche by (B) the aggregate of the Term Loan Commitments under such Term Tranche and (ii) at any time after the Term Loan Funding Date, the percentage obtained by dividing (A) the sum of such Term Loan Lender’s Term Loans under such Term Tranche at such time by (B) the sum of the aggregate amount of all of the Term Loans under such Term Tranche at such time.

     “Ticking Fee” is defined in Section 2.7 hereof.

     “Ticking Fee Percentage” means (i) with respect to any Term Loan Lender, the percentage obtained by dividing (A) such Term Loan Lender’s Term Loan Commitment by (B) the Aggregate Term Loan Commitment and (ii) with respect to any Revolving Loan Lender, the percentage obtained by dividing (A) such Revolving Loan Lender’s Revolving Loan Commitment by (B) the Aggregate Revolving Loan Commitment.

     “Transferee” is defined in Section 12.4 hereof.

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

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     “UK Borrower” means GD First (UK) Limited, a company organized under the laws of England and Wales.

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

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

     “Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting securities (except securities required as directors’ qualifying shares) of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

     The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II: THE CREDITS

     2.1. Revolving Loans. (a) Amount of Revolving Loans. Upon the satisfaction of the conditions precedent contained in Section 4.1, Section 4.1A, Section 4.3, and, with respect to any Non-U.S. Subsidiary Borrower (other than the German Borrower or the UK Borrower), Section 4.2, from and including the Revolving Loan Funding Date and prior to the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof), each Revolving Loan Lender severally agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the applicable Borrower from time to time in Agreed Currencies in an aggregate Dollar Amount with respect to any such Loan not to exceed such Lender’s Revolving Loan Percentage of Revolving Credit Availability, or, if less, such Lender’s Revolving Loan Commitment, at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, that (i) at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment, (ii) upon giving effect to each Revolving Loan, the aggregate outstanding principal Dollar Amount of all Eurocurrency Advances and Facility LCs in Agreed Currencies other than Dollars shall not exceed the Maximum Foreign Currency Amount and (iii) upon giving effect to each Revolving Loan, the aggregate outstanding principal Dollar Amount of all Revolving Loans and Facility LCs made to or issued for the account of the Non-U.S. Subsidiary Borrowers shall not exceed the Maximum Non-U.S. Subsidiary Borrower Amount. Subject to the terms of this Agreement, a Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof). The Revolving Loan Commitments to lend hereunder shall expire on the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof). On the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the

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Commitments pursuant to Section 8.1 hereof), each Borrower shall repay in full the outstanding principal balance of its Revolving Loans (it being understood and agreed that each Non-U.S. Subsidiary Borrower shall be liable only to repay Loans made to such Non-U.S. Subsidiary Borrower). Each Advance under this Section 2.1 shall consist of Revolving Loans made by each Revolving Loan Lender ratably in proportion to such Lender’s Revolving Loan Percentage.

          (b) Dollar Equivalent Calculations. For so long as the aggregate outstanding amount of Revolving Loans, Swing Line Loans and the Aggregate Outstanding LC Exposure is less than 95% of the Aggregate Revolving Loan Commitment, the Dollar Amount of each Eurocurrency Advance and Facility LC in an Agreed Currency other than Dollars for all purposes under this Agreement (other than Section 2.25) shall be the Dollar Amount thereof as of the date such Eurocurrency Advance was made or Facility LC was issued. For so long as the aggregate outstanding amount of Revolving Loans, Swing Line Loans and the Aggregate Outstanding LC Exposure is equal to or greater than 95% of the Aggregate Revolving Loan Commitment, the Agent shall determine the Dollar Amount of all Eurocurrency Advances and Facility LCs in Agreed Currencies other than Dollars as of the first Business Day in each week, and the availability of Loans and Facility LCs under this Agreement shall be determined on the basis of such Dollar Amount most recently determined.

          (c) Borrowing Notice. In connection with each Revolving Loan request, the applicable Borrower shall deliver to the Agent a Borrowing Notice, signed by it, in accordance with the terms of Section 2.9.

          (d) Making of Revolving Loans. Promptly after receipt of the Borrowing Notice under Section 2.9 in respect of Revolving Loans, the Agent shall notify each Revolving Loan Lender with a Revolving Loan Commitment greater than zero by telecopy, or other similar form of transmission, of the requested Revolving Loan. Each Revolving Loan Lender with a Revolving Loan Commitment greater than zero shall make available its Revolving Loan in accordance with the terms of Section 2.9 and the Agent will promptly make the funds so received from the Revolving Loan Lenders available to the applicable Borrower in accordance with Section 2.9. The failure of any Revolving Loan Lender to deposit the amount described above with the Agent on the applicable Borrowing Date shall not relieve any other Revolving Loan Lender of its obligations hereunder to make its Revolving Loan on such Borrowing Date.

     2.2. Swing Line Loans. (a) Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.1, 4.1A and 4.3, from and including the Revolving Loan Funding Date and prior to the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof), the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make swing line loans to the Parent Borrower (but not to any Non-U.S. Subsidiary Borrower) from time to time, in Dollars, in an aggregate amount outstanding at any time not to exceed the Swing Line Commitment (each, individually, a “Swing Line Loan” and collectively, the “Swing Line Loans”); provided, however, that at no time shall the amount of Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment; and provided, further, that at no time shall the sum of (a) the outstanding amount of the Swing Line Loans made by the Swing Line Lender and not risk participated to other Revolving Loan Lenders in accordance with Section 2.2(d) of this Agreement, plus (b) the outstanding amount of Revolving Loans made by the Swing Line Lender pursuant to Section 2.1 (after giving effect to any concurrent repayment of Loans) plus (c) the Swing Line Lender’s Outstanding LC Exposure, exceed the Swing Line Lender’s Revolving Commitment at such time. Subject to the terms of this Agreement, the Parent Borrower may borrow, repay and reborrow Swing Line Loans at any time

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prior to the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof).

     (b) Borrowing Notice; Applicable Interest Rate; Minimums. The Parent Borrower shall deliver to the Agent and the Swing Line Lender a Borrowing Notice, signed by it, not later than 11:00 a.m. (Chicago time) on the Borrowing Date of each Swing Line Loan, specifying (i) the applicable Credit Extension Date (which shall be a Business Day), and (ii) the aggregate amount of the requested Swing Line Loan. The Swing Line Loans shall bear interest at such rate as shall have been agreed to between the Parent Borrower and the Swing Line Lender or, if no such rate has been agreed to, at the Floating Rate but, in any case, shall otherwise be subject to the terms applicable to Floating Rate Loans hereunder. The Swing Line Loans shall be in an amount not less than $250,000 and multiples of $100,000 in excess thereof.

     (c) Making of Swing Line Loans. Promptly after receipt of the Borrowing Notice under Section 2.2(b) in respect of Swing Line Loans, the Agent shall notify each Revolving Loan Lender by telex or telecopy, or other similar form of transmission, of the requested Swing Line Loan. Not later than 2:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing Line Lender shall make available its Swing Line Loan, in funds immediately available in Chicago to the Agent at its address specified pursuant to Article XIV. The Agent will promptly make the funds so received from the Swing Line Lender available to the Parent Borrower at the Agent’s aforesaid address.

     (d) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full by the Parent Borrower on or before the fifth (5^th) Business Day after the Borrowing Date for such Swing Line Loan (it being understood and agreed that no Non-U.S. Subsidiary Borrower shall be liable to repay any Swing Line Loans). The Parent Borrower may at any time repay or prepay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $100,000 (with increments of $100,000 in excess thereof), any portion of the outstanding Swing Line Loans, upon notice to the Agent and the Swing Line Lender. In addition, the Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall on the fifth (5^th) Business Day after the Borrowing Date of any Swing Line Loan, require each Revolving Loan Lender (including the Swing Line Lender in its capacity as a Revolving Loan Lender) to make a Revolving Loan under Section 2.1 in the amount of such Revolving Loan Lender’s Revolving Loan Percentage of such Swing Line Loan, for the purpose of repaying such Swing Line Loan. Not later than 3:00 p.m. (Chicago time) on the date of any notice received pursuant to this Section 2.2(d), each Revolving Loan Lender shall make available its required Revolving Loan or Revolving Loans, in funds immediately available in Chicago to the Agent at its address specified pursuant to Article XIV. Revolving Loans made pursuant to this Section 2.2(d) shall be Floating Rate Loans. Unless a Revolving Loan Lender shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1, 4.1A or 4.3 had not then been satisfied, such Revolving Loan Lender’s obligation to make Revolving Loans pursuant to this Section 2.2(d) to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Loan Lender may have against the Agent, the Swing Line Lender or any other Person, (B) the occurrence or continuance of a Default or Unmatured Default, (C) any adverse change in the condition (financial or otherwise) of the Parent Borrower or any of its Subsidiaries, or (D) any other circumstances, happening or event whatsoever. In the event that any Revolving Loan Lender fails to make payment to the Agent of any amount due under this Section 2.2(d), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Loan Lender hereunder until the Agent receives such payment from such Revolving Loan Lender or such obligation is otherwise fully

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satisfied. In addition to the foregoing, if for any reason any Revolving Loan Lender fails to make payment to the Agent of any amount due under this Section 2.2(d), such Revolving Loan Lender shall be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Revolving Loan Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof), the Parent Borrower shall repay in full the outstanding principal balance of the Swing Line Loans (it being understood and agreed that no Non-U.S. Subsidiary Borrower shall be liable to repay any Swing Line Loans).

     2.3. Term Loans.

     (a) Generally. Subject to the terms and conditions set forth in this Agreement, each Term Loan Lender on the Term Loan Funding Date severally agrees to make on the Term Loan Funding Date term loans to the Parent Borrower in an aggregate amount equal to such Lender’s Term Loan Commitment (each individually, a “Term Loan” and, collectively, the “Term Loans”). Each such Term Loan by a Term Loan Lender shall be denominated in Dollars and euro in an amount equal to its Term Loan Dollar Tranche Commitment and its Term Loan Euro Tranche Commitment (if any), respectively. All Term Loans shall be made by the Term Loan Lenders on the Term Loan Funding Date simultaneously and proportionately to their respective Term Loan Percentages and Term Tranche Percentages, it being understood that no Term Loan Lender shall be responsible for any failure by any other Term Loan Lender to perform its obligation to make any Term Loan hereunder nor shall the Term Loan Commitment of any Term Loan Lender be increased or decreased as a result of any such failure.

     (b) Borrowing Notice. The Parent Borrower shall execute and deliver to the Agent a Borrowing Notice no later than four (4) Business Days prior to the Term Loan Funding Date. Such Borrowing Notice shall specify (i) the aggregate amount of the Term Loans being requested (which shall be equal to the Aggregate Term Loan Commitment and consistent with the Term Loan Dollar Tranche Commitments and the Term Loan Euro Tranche Commitments) and (ii) instructions for the disbursement of proceeds of such Term Loans. Any Borrowing Notice given pursuant to this Section 2.3(b) shall be irrevocable.

     (c) Making of Term Loans. Promptly after receipt of the Borrowing Notice under Section 2.3(b) in respect of the Term Loans, the Agent shall notify each Term Loan Lender by telecopy, or other similar form of transmission, of the proposed Advance. Each Term Loan Lender shall deposit an amount equal to its Term Loan Percentage of the Term Loans with the Agent at its Eurocurrency Payment office, in immediately available funds, on the Term Loan Funding Date, as specified in the Borrowing Notice. Subject to the fulfillment of the conditions precedent set forth in Sections 4.1 and 4.3, as applicable, the Agent shall make the proceeds of such amounts received by it available to the Parent Borrower at the Agent’s Eurocurrency Payment office on such date and shall disburse such proceeds in accordance with the Parent Borrower’s disbursement instructions set forth in such Borrowing Notice. The failure of any Term Loan Lender to deposit the amount described above with the Agent on such date shall not relieve any other Term Loan Lender of its obligations hereunder to make its Term Loan on such date.

     (d) Repayment of the Term Loans.

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(i) The Term Loans shall be repaid by the Parent Borrower in nineteen (19) consecutive quarterly installments on the dates set forth below and one (1) final installment on the Maturity Date (it being understood and agreed that no Non-U.S. Subsidiary Borrower shall be liable to repay any Term Loans). Each payment shall be due and payable on the last Business Day of the applicable calendar quarter and shall be denominated in the same currency (Dollar or euro, as applicable) as the Term Tranche in respect of which such payment is being effected. The first Term Loan installment shall be due and payable on the last Business Day of the first calendar quarter-end after the Term Loan Funding Date and such installments shall continue on the last Business Day of each calendar quarter thereafter through and including the Maturity Date. The Term Loans shall be permanently reduced by the amount of each installment on the date payment thereof is made hereunder. The installments shall be in the aggregate amounts set forth in the schedule below:

Calendar Quarter Ending After
the Term Loan Funding Date: Installment Amount Due and Payable on the Last
Business Day of such Calendar Quarter:

	Term Loans denominated in		Term Loans denominated in
	Dollars		euro
First	$	2,250,000	€	1,500,000
Second	$	2,250,000	€	1,500,000
Third	$	2,250,000	€	1,500,000
Fourth	$	2,250,000	€	1,500,000
Fifth	$	4,500,000	€	3,000,000
Sixth	$	4,500,000	€	3,000,000
Seventh	$	4,500,000	€	3,000,000
Eighth	$	4,500,000	€	3,000,000
Ninth	$	6,750,000	€	4,500,000
Tenth	$	6,750,000	€	4,500,000
Eleventh	$	6,750,000	€	4,500,000
Twelfth	$	6,750,000	€	4,500,000
Thirteenth	$	9,000,000	€	6,000,000
Fourteenth	$	9,000,000	€	6,000,000
Fifteenth	$	9,000,000	€	6,000,000
Sixteenth	$	9,000,000	€	6,000,000
Seventeenth	$	22,500,000	€	15,000,000
Eighteenth	$	22,500,000	€	15,000,000
Nineteenth	$	22,500,000	€	15,000,000
Maturity Date	Balance of Term Loans		Balance of Term Loans
	Denominated in Dollars		Denominated in euro

     Notwithstanding the foregoing, in the event that the Term Loan Funding Date occurs after December 31, 2008, the Agent (in consultation with the Parent Borrower) shall provide to the parties hereto an updated amortization schedule in lieu of the foregoing schedule, which update shall redistribute the installment amounts that would have been due and payable on the last Business Day of the calendar quarter ending December 31, 2008 had the Term Loan Funding Date occurred prior to such date. Such

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updated amortization schedule shall be conclusive and binding on all of the parties hereto in lieu of the foregoing schedule.

     No installment of any Term Loan shall be reborrowed once repaid.

     (e) Voluntary Prepayments. In addition to the scheduled payments on the Term Loans, the Parent Borrower may make the voluntary prepayments described in Section 2.4(b), with such prepayments applied ratably to reduce all outstanding installments under the Term Loans.

     2.4. Repayments and Prepayments of Advances.

     (a) Repayment at Maturity. Any outstanding Advances and Loans (other than the Term Loans) and all other unpaid Obligations shall be paid in full by the applicable Borrower on the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof) (it being understood and agreed that each Non-U.S. Subsidiary Borrower shall be obligated to repay only the Loans made to it and to pay only the other Obligations incurred by it).

     (b) Optional Prepayments. Subject to Section 3.4 and the requirements of this Section 2.4(b), any Borrower may (a) following notice given to the Agent by such Borrower, by not later than 10:00 a.m. (Chicago time) one Business Day prior to the date of the proposed prepayment, such notice specifying the aggregate principal amount of and the proposed date of the prepayment (the “Prepayment Notice”), and if such notice is given such Borrower shall, prepay in an aggregate minimum amount of $3,000,000 the outstanding principal amounts of the Floating Rate Loans comprising part of the same Advance in whole or ratably in part without penalty or premium and (b) following notice given to the Agent by any Borrower by not later than 10:00 a.m. (Chicago time) on, if the Advance to be prepaid is a Eurocurrency Advance, the third Business Day preceding the date of the proposed prepayment, such notice specifying the Eurocurrency Advance to be prepaid and the proposed date of the prepayment, and, if such notice is given, such Borrower shall, prepay in a minimum amount of $3,000,000 and in multiples of $1,000,000 in excess thereof the outstanding principal amounts of the Eurocurrency Loans comprising a Eurocurrency Advance without penalty or premium, except as otherwise provided in Section 3.4, together with accrued interest to the date of such prepayment on the principal amount prepaid.

     (c) Mandatory Prepayments.

     (i) Generally. If at any time, (a) the Dollar Amount of the Revolving Credit Obligations exceeds 105% of the Aggregate Revolving Loan Commitment, (b) the Dollar Amount of all Eurocurrency Loans (which are Revolving Loans) and Facility LCs in Agreed Currencies other than Dollars exceeds 105% of the Maximum Foreign Currency Amount (utilizing the exchange rates determined in accordance with Section 2.1), (c) the aggregate amount of the outstanding Swing Line Loans exceeds 105% of the Swing Line Commitment or (d) the Dollar Amount of Revolving Loans and Facility LCs made to or issued for the account of the Non-U.S. Subsidiary Borrowers exceeds 105% of the Maximum Non-U.S. Subsidiary Borrower Amount, the applicable Borrower for the ratable benefit of the Revolving Loan Lenders shall immediately prepay Revolving Loans (to be applied to such Loans as the applicable Borrower shall direct at the time of such payment) in an aggregate amount such that after giving effect thereto (w) the Dollar Amount of the Revolving Credit Obligations is less than or equal to the Aggregate Revolving Loan Commitment, (x) the Dollar Amount of all Eurocurrency Loans and Facility LCs in Agreed Currencies other than Dollars is less than or equal to the Maximum Foreign Currency Amount, (y) the amount of outstanding Swing Line Loans is less than or equal to the Swing Line Commitment and

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(z) the Dollar Amount of Revolving Loans and Facility LCs made to or issued for the account of the Non-U.S. Subsidiary Borrowers is less than or equal to the Maximum Non-U.S. Subsidiary Borrower Amount (it being understood and agreed that each Non-U.S. Subsidiary Borrower shall be liable only to repay Loans made to, and Obligations incurred by, such Non-U.S. Subsidiary Borrower).

     (ii) Asset Sales. Upon the consummation of any Asset Sale by the Parent Borrower or any Subsidiary, within ten (10) Business Days after the Parent Borrower’s or any of its Subsidiaries’ receipt of any Net Cash Proceeds (or conversion to cash of non-cash proceeds (whether principal or interest and including securities and release of escrow arrangements)) from any such Asset Sale, the Parent Borrower shall make a mandatory prepayment of the Loans and cash collateralize the Reimbursement Obligations, subject to the provisions governing the application of payments set forth in Section 2.4(d), in an amount equal to the Relevant Prepayment Percentage of such Net Cash Proceeds; provided that if the Parent Borrower shall deliver to the Agent a certificate of an Authorized Officer to the effect that the Parent Borrower or its relevant Subsidiaries intend to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 270 days after receipt of such Net Cash Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Parent Borrower and/or its Subsidiaries, and certifying that no Unmatured Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds specified in such certificate; provided further that at the end of such 270 day period, a prepayment shall be required in an amount equal to any such Net Cash Proceeds that have not been so applied.

     (iii) Financings. Upon the consummation of any Financing by the Parent Borrower or any Subsidiary, within three (3) Business Days after the Parent Borrower’s or any of its Subsidiaries’ receipt of any Net Cash Proceeds from any such Financing, the Parent Borrower shall make a mandatory prepayment of the Loans and cash collateralize the Reimbursement Obligations, subject to the provisions governing the application of payments set forth in Section 2.4(d), in an amount equal to the Relevant Prepayment Percentage of such Net Cash Proceeds.

     (d) Subject to the terms and conditions of this Agreement, any amount paid or prepaid before the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof) pursuant to Section 2.4(c)(i) with respect to Loans (other than the Term Loans) may be borrowed, repaid and borrowed again prior to the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof). Notwithstanding the foregoing, (i) each mandatory prepayment and cash collateralization required by clauses (ii) and (iii) of Section 2.4(c) (a “Designated Prepayment”) shall be applied (i) first to repay the then remaining installments of the Term Loans and in the inverse order of maturity, (ii) second, upon repayment in full of the Term Loans, to prepay the Revolving Loans then outstanding and (iii) upon repayment in full of the Revolving Loans, to cash collateralize the Reimbursement Obligations as contemplated by Section 2.23(m). Designated Prepayments of Loans shall first be applied to Floating Rate Loans and to any Eurocurrency Loans maturing on such date and then to subsequently maturing Eurodollar Rate Loans in order of maturity. Designated Prepayments of Revolving Loans and Reimbursement Obligations shall be accompanied by a permanent reduction and termination, on a Dollar for Dollar basis, in the amount of the Aggregate Revolving Loan Commitment ratably among the Revolving Loan Lenders.

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     2.5. Ratable Loans. Each Advance hereunder shall consist of Loans made from the several Lenders ratably in proportion to their respective Revolving Loan Percentages or Term Loan Percentages (and Term Tranche Percentages), as applicable.

     2.6. Types of Advances. The Advances may be Floating Rate Advances or Eurocurrency Advances, or a combination thereof, selected by the applicable Borrower in accordance with Sections 2.8 and 2.9.

     2.7. Facility Fee; Ticking Fee; Reductions in Aggregate Revolving Loan Commitment.

          (a) The Parent Borrower agrees to pay to the Agent for the pro rata account of the Revolving Loan Lenders according to their Percentages (except as set forth in Section 8.2), a facility fee (the “Facility Fee”) accruing at the rate of the Applicable Facility Fee per annum based on the Aggregate Revolving Loan Commitment (without regards to usage thereof), from the Revolving Loan Funding Date to and including the Maturity Date, payable on each Payment Date after the Revolving Loan Funding Date and on the Maturity Date (it being understood and agreed that no Non-U.S. Subsidiary Borrower shall be liable to pay any Facility Fees).

          (b) The Parent Borrower agrees to pay to the Agent for the pro rata account of the Lenders according to their Ticking Fee Percentages (except as set forth in Section 8.2), a ticking fee (the “Ticking Fee”) accruing at a rate per annum equal to the Applicable Facility Fee based on the Aggregate Revolving Loan Commitment and the Aggregate Term Loan Commitment, as applicable, from the Closing Date to (but not including) the Revolving Loan Funding Date (in the case of the Ticking Fee on the Aggregate Revolving Loan Commitment) and the Term Loan Funding Date (in the case of the Ticking Fee on the Aggregate Term Loan Commitment), payable on the last Business Day of each calendar quarter (to the extent occurring prior to the Revolving Loan Funding Date and the Term Loan Funding Date, as applicable) and on the Revolving Loan Funding Date and the Term Loan Funding Date, commencing on the first calendar quarter-end occurring after the Closing Date (it being understood and agreed that no Non-U.S. Subsidiary Borrower shall be liable to pay any Ticking Fees).

          (c) The Parent Borrower may permanently reduce the Aggregate Revolving Loan Commitment in whole, or in part, ratably among the Revolving Loan Lenders in integral multiples of $5,000,000 upon at least three Business Days’ written notice to the Agent, which notice shall specify the amount of any such reduction (the “Aggregate Revolving Loan Commitment Reduction Notice”); provided, that the amount of the Aggregate Revolving Loan Commitment may not be reduced below the Dollar Amount of the Aggregate Outstanding Credit Exposure not attributable to Term Loans. All accrued Facility Fees shall be payable on the effective date of any termination of the Revolving Loan Commitments of the Revolving Loan Lenders and the obligation of the Parent Borrower to pay facility fees with respect to any Revolving Loan Commitments shall terminate on the date of any termination of the Revolving Loan Commitments.

     2.8. Minimum Amount of Each Advance; Maximum Interest Periods. Each Eurocurrency Advance shall be in the minimum amount of $3,000,000 or the Approximate Equivalent Amount of any Agreed Currency other than Dollars (and in multiples of $1,000,000 or the Approximate Equivalent Amount of any Agreed Currency other than Dollars if in excess thereof), and each Floating Rate Advance (other than an Advance to repay Swing Line Loans or Reimbursement Obligations) shall be in the minimum amount of $3,000,000 (and a multiple of $1,000,000 if in excess thereof); provided, that any Floating Rate Advance may be in the amount of the Revolving Credit Availability. In addition, the

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Borrowers shall select Eurocurrency Interest Periods under Sections 2.9 and 2.10 so that no more than ten (10) Eurocurrency Interest Periods shall be outstanding at any one time.

     2.9. Method of Selecting New Advances. The applicable Borrower shall select the Type of Advance and, in the case of each Eurocurrency Advance, the Eurocurrency Interest Period and Agreed Currency applicable to each Advance from time to time. The applicable Borrower shall give the Agent irrevocable notice (a “Borrowing Notice”) or, in the case of any Non-U.S. Subsidiary Borrower, the Parent Borrower may give the Agent a Borrowing Notice on its behalf, by telephone or telefax not later than 11:00 a.m. (Chicago time) (i) on the proposed Borrowing Date of each Floating Rate Advance, (ii) three Business Days before the Borrowing Date for each Eurocurrency Advance in Dollars and (iii) four Business Days before the Borrowing Date for each Eurocurrency Advance in an Agreed Currency other than Dollars, specifying:

(i)	the applicable Borrower;
(ii)	Borrowing Date, which shall be a Business Day, of such Advance,
(iii)	the aggregate amount of such Advance,
(iv)	the Type of Advance selected, and
(v)	in the case of each Eurocurrency Advance, the Agreed Currency and the Eurocurrency Interest Period applicable thereto.

With respect to the Term Loans, the Parent Borrower may not select a Eurocurrency Interest Period that ends after the Maturity Date. With respect to the Revolving Loans, the applicable Borrower may not select a Eurocurrency Interest Period that ends after the Maturity Date. Not later than (i) 1:00 p.m. (Chicago time) on each Borrowing Date with respect to Floating Rate Advances and (ii) noon (Chicago time) on each Borrowing Date for Eurocurrency Advances, each Lender shall make available its Loan or Loans, in immediately available funds in the Agreed Currency to the Agent at its address specified pursuant to Article XIII, unless the Agent has notified the Lenders that such Loan is to be made available to the applicable Borrower at the Agent’s Eurocurrency Payment Office, in which case each Lender shall make available its Loan or Loans, in funds immediately available to the Agent at its Eurocurrency Payment Office, not later than 1:00 p.m. (local time in the city of the Agent’s Eurocurrency Payment Office) in the Agreed Currency designated by the Agent. The Agent will make the funds so received from the Lenders available to the applicable Borrower at the Agent’s aforesaid address.

     2.10. Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurocurrency Advances. Each Eurocurrency Advance shall continue as a Eurocurrency Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time such Eurocurrency Advance (other than Eurocurrency Advances in Agreed Currencies other than Dollars) shall be automatically converted into a Floating Rate Advance unless the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (which, in the case of a Non-U.S. Subsidiary Borrower, may be delivered by the Parent Borrower on its behalf), in accordance with the terms of this Section 2.10 requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.10, Eurocurrency Advances in an Agreed Currency other than Dollars shall automatically continue as

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Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.8, the applicable Borrower may elect from time to time to convert all or any part of the Term Loans or the Revolving Loans from any Type into any other Type of Loan or Types of Loans; provided that any conversion of any Eurocurrency Advance shall be made on, and only on, the last day of the Eurocurrency Interest Period applicable thereto. The applicable Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) or, in the case of a Non-U.S. Subsidiary Borrower, the Parent Borrower may give the Agent a Conversion/Continuation Notice on its behalf, of each conversion of a Floating Rate Advance into a Eurocurrency Advance or continuation of a Eurocurrency Advance not later than 10:00 a.m. (Chicago time) at least (a) three Business Days prior to the date of the requested conversion or continuation of a Eurocurrency Advance in Dollars and (b) four Business Days prior to the date of the requested conversion or continuation of a Eurocurrency Advance in an Agreed Currency other than Dollars, specifying in each case:

(i)	the requested date, which shall be a Business Day, of such conversion or continuation;
(ii)	the aggregate amount and Type of the Advance which is to be converted or continued; and
(iii)	the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a Eurocurrency Advance, the duration of the Eurocurrency Interest Period applicable thereto.

Notwithstanding anything herein to the contrary, Eurocurrency Advances in an Agreed Currency may be converted and/or continued as Eurocurrency Advances only in the same Agreed Currency. Promptly after receipt of any Conversion/Continuation Notice, the Agent shall provide the Lenders with notice thereof.

     2.11. Changes in Interest Rate, etc. Each Floating Rate Advance and Swing Line Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance or Swing Line Loan is made or, in the case of a Floating Rate Advance, is converted from a Eurocurrency Advance into a Floating Rate Advance pursuant to Section 2.10 to but excluding the date it becomes due or, in the case of a Floating Rate Advance, is converted into a Eurocurrency Advance pursuant to Section 2.10 hereof, at a rate per annum equal to the Floating Rate for such day or, in the case of the Swing Line Loans, such other rate as may have been agreed to between the Parent Borrower and the Swing Line Lender. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance and each Swing Line Loan bearing interest by reference to the Floating Rate will take effect simultaneously with each change in the Alternate Base Rate and with each change in the Applicable Margin. Each Eurocurrency Advance shall bear interest from and including the first day of the Eurocurrency Interest Period applicable thereto to (but not including) the last day of such Eurocurrency Interest Period at the Eurocurrency Rate determined as applicable to such Eurocurrency Advance. Changes in the rate of interest on any Eurocurrency Advance will take effect simultaneously with each change in the Applicable Margin. No Eurocurrency Interest Period with respect to Revolving Loans may end after the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof).

     2.12. Rates Applicable After Default. Notwithstanding anything to the contrary contained in Section 2.9 or 2.10, during the continuance of a Default or Unmatured Default the Required Revolving Lenders may, at their option, by notice to the Parent Borrower, declare that no Advance may be made as, converted into or continued as a Eurocurrency Advance. During the continuance of any Default under

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Section 7.2, the Required Lenders may, at their option, by notice to the Parent Borrower, declare that (i) each Advance shall bear interest at a rate per annum equal to the Floating Rate plus 2% per annum and (ii) each of the Applicable Commercial Facility LC Fee, Applicable Facility Fee, Applicable Facility LC Fronting Fee and Applicable Stand-by Facility LC Fee shall be increased by 2% above the percentage rate per annum otherwise applicable thereto.

     2.13. Method of Payment. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, to the Agent (i) at the Agent’s address specified pursuant to Article XIII in immediately available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent’s Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrowers, by noon (local time) on the date when due and shall be applied ratably by the Agent among the relevant Lenders (unless such amount is not to be shared ratably in accordance with the express terms hereof). Any payment received by the Agent after such time shall be deemed to have been received on the next Business Day. Each Advance shall be repaid or prepaid in the Agreed Currency in which it was made in the amount borrowed and interest payable thereon shall also be paid in such Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. The Agent is hereby authorized to charge the account of the applicable Borrower maintained with JPMorgan for each payment of principal, interest and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of any Non-U.S. Subsidiary Borrower for any payment of principal or interest on Loans made to any other Borrower, or for fees incurred by any other Borrower). Any payment by any Borrower to the Agent for the account of the Lenders in accordance with the terms hereof shall, to the extent of such payment, discharge such Borrower’s obligation to make such payment to the Lenders. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by any Borrower to the LC Issuer pursuant to Section 2.23. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, any Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance.

     2.14. Noteless Agreement; Evidence of Indebtedness.

     (i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from the Loans

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made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

     (ii) The Agent shall also maintain accounts in which it will record (a) the amount of each Loan made hereunder, the Type thereof and the Eurocurrency Interest Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from each Borrower, respectively, to each Lender hereunder and (c) the amount of any sum received by the Agent hereunder from each Borrower and each Lender’s share thereof.

     (iii) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be binding and conclusive evidence, absent manifest error, of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the applicable Borrower to repay the Obligations incurred by it in accordance with their terms.

     (iv) Any Lender may request that its Loans be evidenced by a promissory note in substantially the form of Exhibit D hereto. In such event, the Borrowers shall execute and deliver to such Lender promissory notes payable to the order of such Lender in a form approved by the Agent and consistent with the terms of this Agreement. Thereafter, the Loans evidenced by such promissory notes and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more promissory notes payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such promissory note for cancellation and requests that such Loans once again be evidenced as described in paragraphs (i) and (ii) above.

     2.15. Telephonic Notices. Each Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances and Swing Line Loans, as applicable, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Agent, the Swing Line Lender or any Lender in good faith believes to be an Authorized Officer of such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation, if such confirmation is requested by the Agent, the Swing Line Lender or any Lender, of each telephonic notice, signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Agent, the Swing Line Lender and the Lenders, the records of the Agent, the Swing Line Lender and the Lenders shall govern absent manifest error.

     2.16. Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Floating Rate Advance and Swing Line Loan shall be payable on each Payment Date, commencing with the first such date to occur after the Revolving Loan Funding Date, on any date on which the Floating Rate Advance or Swing Line Loan is prepaid and at maturity (whether due to acceleration or otherwise). Interest accrued on that portion of the outstanding principal amount of any Floating Rate Advance converted into a Eurocurrency Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each Eurocurrency Advance shall be payable on the last day of its applicable Eurocurrency Interest Period, on any date on which the Eurocurrency Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurocurrency Advance having an Eurocurrency Interest Period longer than three months shall also be payable on the last Business Day of each three-month interval during such Eurocurrency Interest Period. Interest accrued on all Loans for which the Prime Rate is the basis shall be calculated for actual days elapsed on the basis of a year of 365 or, when appropriate, 366 days. Interest accrued on all Loans for which the Eurocurrency Rate is the

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basis and all fees shall be calculated for actual days elapsed on the basis of a year of 360 days, or, in the case of Loans denominated in currencies other than Dollars, such other basis as is consistent with market conditions in the applicable jurisdictions, in each case for actual days elapsed. Interest shall be payable for the day an Advance or Swing Line Loan is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of or interest on an Advance or Swing Line Loan or any fee shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

     2.17. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions. The Agent will promptly notify each relevant Lender of the contents of each Aggregate Revolving Loan Commitment Reduction Notice, Borrowing Notice, Conversion/Continuation Notice, and Prepayment Notice received by it hereunder. The Agent will notify each Lender of the interest rate applicable to each Eurocurrency Advance promptly upon determination of such interest rate and will give each Borrower and each Lender prompt notice of each change in the Alternate Base Rate.

     2.18. Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and any promissory notes requested to be issued hereunder shall be deemed held by each Lender for the benefit of such Lending Installation. Each Lender may, by written or facsimile notice to the Agent and the Borrowers, designate a Lending Installation through which Loans will be made by it and for whose account Loan payments and/or payments of LC Obligations are to be made.

     2.19. Non-U.S. Subsidiary Borrowers. The Parent Borrower may at any time during the term of this Agreement, with the consent of the Agent, add as a party to this Agreement not more than one First-Tier Foreign Subsidiary to be an additional “Non-U.S. Subsidiary Borrower” hereunder by (a) the execution and delivery to the Agent of a duly completed Assumption Letter by such Subsidiary, with the written consent of the Parent Borrower at the foot thereof and (b) the execution and delivery to the Agent of such other guaranties, security documents, pledge agreements, legal opinions from counsel and such other instruments and documents as may be reasonably required by the Agent. Upon such execution, delivery and consent, such Subsidiary shall for all purposes be a party hereto as a Non-U.S. Subsidiary Borrower as fully as if it had executed and delivered this Agreement.

     2.20. Non-Receipt of Funds by the Agent. Unless any Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of any Borrower, a payment of principal, interest or fees to the Agent for the account of any of the Lenders or, in the case of the Parent Borrower, the Swing Line Lender, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or such Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate for such day or (ii) in the case of payment by such Borrower, the interest rate applicable to the relevant Loan.

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     2.21. [Reserved]

     2.22. Withholding Tax Exemption. (i) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated or otherwise organized under the laws of the United States of America, or a state thereof (a “Non-U.S. Lender”) agrees that it will deliver to each of the Parent Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Non-U.S. Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Parent Borrower and the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Parent Borrower and the Agent (x) two renewals or additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such amendments thereto as may be reasonably requested by the Parent Borrower or the Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Non-U.S. Lender from duly completing and delivering any such form with respect to it and such Non-U.S. Lender advises the Parent Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. For any period during which a Non-U.S. Lender has failed to provide the Parent Borrower with an appropriate form pursuant to this Section 2.22, above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification with respect to taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to taxes because of its failure to deliver a form required under this Section 2.22, the Borrowers, respectively, shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such taxes.

     2.23. Facility LCs.

     (a) The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue stand-by and commercial Facility LCs in Dollars or an Agreed Currency for the account of a Borrower or any Subsidiary (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (each a “Modification”), from time to time from and including the Closing Date and prior to the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof) upon the request of the Parent Borrower or, in the case of a Non-U.S. Subsidiary Borrower, upon the request of the Parent Borrower on its behalf; provided, that immediately after each such Facility LC is issued or subject to a Modification, (i) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed $100,000,000, (ii) the Dollar Amount of all Eurocurrency Loans and Facility LCs in Agreed Currencies other than Dollars is less than or equal to the Maximum Foreign Currency Amount, (iii) the Revolving Credit Obligations shall not exceed the Aggregate Revolving Loan Commitment, (iv) the aggregate outstanding principal Dollar Amount of all Revolving Loans and Facility LCs made to or issued for the account of the Non-U.S. Subsidiary Borrowers shall not exceed the Maximum Non-U.S. Subsidiary Borrower Amount and (v) the conditions precedent set forth in Section 4.3 shall have been

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satisfied; provided, further, that if the applicable Borrower has requested a Lender other than JPMorgan to act as LC Issuer with respect to the issuance or Modification of a particular Facility LC, such issuance or Modification shall be made only in the sole discretion of such Lender. No Facility LC shall have an expiry date later than the day which is two years after the Maturity Date; provided that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (which in no event shall extend beyond the date which is two years after the Maturity Date).

     (b) On the Revolving Loan Funding Date with respect to the Existing LCs and upon the issuance or Modification by the LC Issuer of a Facility LC in accordance with this Section 2.23, the LC Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Loan Lender, and each Revolving Loan Lender shall be deemed, without further action by any party hereto, to have purchased from the LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in an amount equal to the stated amount available for drawing under the applicable Facility LC and any such related LC Obligations, multiplied by such Revolving Loan Lender’s Revolving Loan Percentage, provided, however, that no Revolving Loan Lender’s participation shall extend to Reimbursement Obligations or amounts available for drawing under outstanding Facility LCs to the extent such Obligations and amounts have been cash collateralized in accordance with the terms of Section 2.23(m). Such participation shall constitute usage of each such Revolving Loan Lenders’ Revolving Loan Commitment.

     (c) Subject to subsection (a), the applicable Borrower (or in the case of a Non-U.S. Subsidiary Borrower, the Parent Borrower on its behalf) shall give the LC Issuer notice prior to 10:00 a.m. (Chicago time) at least (i) three Business Days for Dollar denominated Facility LCs and (ii) five Business Days for Facility LCs denominated in any Agreed Currency other than Dollars prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the Agreed Currency in which the Facility LC is to be denominated, the proposed date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the LC Issuer shall promptly notify the Agent, and the Agent shall promptly notify each Lender, of the contents thereof and of the amount of such Lender’s participation in such proposed Facility LC. The issuance or Modification by the LC Issuer of any Facility LC shall, in addition to the conditions precedent set forth in Article IV (the satisfaction of which the LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that such Facility LC shall be satisfactory to the LC Issuer and that the applicable Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Facility LC as the LC Issuer shall have reasonably requested (each, a “Facility LC Application Agreement”). In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application Agreement, the terms of this Agreement shall control.

     (d) The Borrowers shall pay to the Agent, for the account of the Revolving Loan Lenders ratably in accordance with their respective Revolving Loan Percentages (except as provided in Section 8.2), a letter of credit fee equal to (i) a percentage per annum equal to the Applicable Stand-by Facility LC Fee in effect from time to time on the average daily aggregate amount available for drawings under all stand-by Facility LCs outstanding during such quarter and (ii) a percentage per annum equal to the Applicable Commercial Facility LC Fee in effect from time to time on the average daily aggregate amount available for drawings under all commercial Facility LCs outstanding during such quarter (it being understood and agreed that a Non-U.S. Subsidiary Borrower shall be liable to pay such fees only with respect to Facility LCs issued for its account). Each such fee under clauses (i) and (ii) shall be payable in arrears on each Payment Date after the Revolving Loan Funding Date and on the Maturity

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Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof). The applicable Borrower shall pay to the LC Issuer on the date of issuance of each Facility LC, a Facility LC fronting fee equal to the Applicable Facility LC Fronting Fee of the stated amount available for drawing under each such Facility LC, and such additional fees and expenses relating to the issuance, Modification, and payment of Facility LCs in the amounts and at the times agreed between the Parent Borrower and the LC Issuer (it being understood and agreed that a Non-U.S. Subsidiary Borrower shall be liable to pay such fronting fee only with respect to Facility LCs issued for its account). The LC Issuer shall furnish to the Agent upon request its calculations with respect to the amount of any fee payable under this subsection (d).

     (e) Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the LC Issuer shall notify the Agent and the Agent shall promptly notify the applicable Borrower and each other Revolving Loan Lender as to the amount to be paid by the LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of the LC Issuer to the applicable Borrower and each Revolving Loan Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by the LC Issuer, each Revolving Loan Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse the LC Issuer on demand for (i) such Revolving Loan Lender’s Revolving Loan Percentage of the amount of each payment made by the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the applicable Borrower pursuant to subsection (f) below plus (ii) interest on the foregoing amount to be reimbursed by such Revolving Loan Lender, for each day from the date of the LC Issuer’s demand for such reimbursement (or, if such demand is made after 11:00 a.m. (Chicago time) on such date, from the next succeeding Business Day) to the date on which such Revolving Loan Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for such day; provided, however, that upon any such demand by the LC Issuer for reimbursement from the Revolving Loan Lenders of the amounts described in clauses (i) and (ii) above (the “LC Reimbursement Amounts”), the LC Reimbursement Amounts shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Amount of such LC Reimbursement Amounts determined as of the date of such conversion.

     (f) Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or by the applicable LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind (it being understood and agreed that each Non-U.S. Subsidiary Borrower shall be liable to reimburse any LC Issuer only for amounts attributable to drawings under Facility LCs issued for its account); provided, that neither the Borrowers nor any Revolving Loan Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the applicable Borrower or such Revolving Loan Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower after the applicable LC Payment Date shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to the sum of 2% plus the rate applicable to Floating Rate Advances for such day. The LC

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Issuer will pay to each Revolving Loan Lender ratably in accordance with its Revolving Loan Percentage all amounts received by it from the applicable Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Revolving Loan Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to subsection (e). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.9 and the satisfaction of the applicable conditions precedent set forth in Article IV), any Borrower may request an Advance or, in the case of the Parent Borrower only, a Swing Line Loan hereunder for the purpose of satisfying any Reimbursement Obligation.

     (g) If after the Revolving Loan Funding Date, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer or any Revolving Loan Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any tax, reserve, special deposit or similar requirement against or with respect to or measured by reference to Facility LCs issued or to be issued hereunder or participation therein, and the result shall be to increase the cost to the LC Issuer or any Revolving Loan Lender of issuing or maintaining any Facility LC or any participation therein, or reduce any amount receivable hereunder by the LC Issuer or any Revolving Loan Lender in respect of any Facility LC (which increase in cost, or reduction in amount receivable, shall be the result of such Revolving Loan Lender’s or the LC Issuer’s reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by the LC Issuer or such Revolving Loan Lender, each Borrower agrees, as applicable, to pay to the LC Issuer or such Revolving Loan Lender, from time to time as specified by the LC Issuer or such Revolving Loan Lender, such additional amounts as shall be sufficient to compensate the LC Issuer or such Revolving Loan Lender for such increased costs or reductions in amounts received by the LC Issuer or such Revolving Loan Lender (it being understood and agreed that each Non-U.S. Subsidiary Borrower shall be liable to compensate any LC Issuer only for such costs or reductions in amounts received with respect to Facility LCs issued for its account). A certificate of the LC Issuer or such Revolving Loan Lender submitted by the LC Issuer or such Revolving Loan Lender to the applicable Borrower shall be conclusive as to the amount thereof in the absence of manifest error.

     (h) The Borrowers’ obligations under this Section 2.23 shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the applicable Borrower may have or have had against the LC Issuer, any Revolving Loan Lender or any beneficiary of a Facility LC. Each Borrower further agrees with the LC Issuer and the Revolving Loan Lenders that the LC Issuer and the Revolving Loan Lenders shall not be responsible for, and such Borrower’s Reimbursement Obligation in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among such Borrower, any of its Subsidiaries, the beneficiary of any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of such Borrower or of any of its Subsidiaries against the beneficiary of any Facility LC or any such transferee. Absent willful misconduct or gross negligence, the LC Issuer shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC. Each Borrower agrees that any action taken or omitted by the LC Issuer or any Revolving Loan Lender under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding

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upon such Borrower and shall not put the LC Issuer or any Revolving Loan Lender under any liability to such Borrower. Nothing in this subsection (h) is intended to limit the right of any Borrower to make a claim against the LC Issuer for damages as contemplated by the proviso to the first sentence of subsection (f) above.

     (i) To the extent not inconsistent with subsection (h) above, the LC Issuer shall be entitled to rely, and shall be fully protected in relying upon, any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the LC Issuer. The LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Revolving Loan Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Loan Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.23, the LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Revolving Lenders (or all of the Lenders, if required hereunder), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Loan Lenders and all future holders of participations in any Facility LCs.

     (j) Each Borrower hereby agrees to indemnify and hold harmless each Lender, the LC Issuer and the Agent, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, costs or expenses which such Lender, the LC Issuer or the Agent may incur (or which may be claimed against such Lender, the LC Issuer or the Agent by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or failure to pay under any Facility LC or any actual or proposed use of any Facility LC, including, without limitation, any claims, damages, losses, liabilities, costs or expenses which the LC Issuer may incur by reason of or in connection with (i) the failure of any other Lender to fulfill or comply with its obligations to the LC Issuer hereunder (but nothing herein contained shall affect any rights such Borrower may have against any defaulting Lender) or (ii) by reason of or on account of the LC Issuer issuing any Facility LC which specifies that the term “Beneficiary” included therein includes any successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to the LC Issuer, evidencing the appointment of such successor Beneficiary (it being understood and agreed that each Non-U.S. Subsidiary Borrower shall be liable pursuant to this subsection (j) only with respect to Facility LCs issued for its account); provided, that such Borrower shall not be required to indemnify the LC Issuer for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Nothing in this subsection (j) is intended to limit the obligations of any Borrower under any other provision of this Agreement.

     (k) Each Revolving Loan Lender shall, ratably in accordance with its Revolving Loan Percentage, indemnify the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the applicable Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the LC Issuer’s failure to pay under any

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Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.23 or any action taken or omitted by such indemnitees hereunder.

     (l) In its capacity as a Lender, the LC Issuer shall have the same rights and obligations as any other Lender.

     (m) Notwithstanding anything to the contrary herein or in any application for a Facility LC, the applicable Borrower shall, not later than the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof or otherwise to the extent required in connection with a Designated Prepayment pursuant to Section 2.4(d) hereof) or on any earlier Business Day after the occurrence and during the continuance of a Default or Unmatured Default that it receives the Agent’s demand, deliver to the Agent for the benefit of the Revolving Loan Lenders and the LC Issuer, cash having a value, as determined by the Agent, equal to one hundred and five percent (105%) of each of the aggregate amount of the outstanding Reimbursement Obligations and the aggregate amount available for drawing under Facility LCs that are outstanding. Any such collateral shall be held by the Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Facility LCs and retained by the Agent for the benefit of the Revolving Loan Lenders and the LC Issuer as collateral security for such Borrower’s obligations in respect of this Agreement and each of the Facility LCs and LC Drafts. Such amounts shall be applied to reimburse the LC Issuer for drawings or payments under or pursuant to Facility LCs or LC Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Agent shall determine (it being understood and agreed that each Non-U.S. Subsidiary Borrower shall be required to provide collateral only in connection with Facility LCs issued for its account, and any collateral provided by any Non-U.S. Subsidiary Borrower pursuant to this subsection (m) shall be applied only toward drawings or payments under or in connection with Facility LCs issued for the account of such Non-U.S. Subsidiary Borrower and Obligations incurred by such Non-U.S. Subsidiary Borrower). Amounts remaining in any cash collateral account established pursuant to this Section 2.23 which are not to be applied to reimburse the Agent or any LC Issuer for amounts actually paid or to be paid by the Agent or any LC Issuer in respect of Obligations hereunder shall be promptly returned to the applicable Borrower upon the payment in full of all Obligations hereunder, after deduction of the Agent’s reasonable expenses incurred in connection with such cash collateral account.

     2.24. Transitional Letter of Credit Provisions. From and after the Revolving Loan Funding Date, the Existing LCs shall be deemed to constitute Facility LCs issued pursuant to Section 2.23 in which the Revolving Loan Lenders participate. Fees shall accrue in respect of the Existing LCs as provided in Section 2.23(d) beginning as of the Revolving Loan Funding Date.

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

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specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Agent, as the case may be, in the specified currency, such Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 11.2, such Lender or the Agent, as the case may be, agrees to remit such excess to the applicable Borrower (it being understood and agreed that each Non-U.S. Subsidiary Borrower shall be liable under this Section 2.25 only in connection with Obligations incurred by such Non-U.S. Subsidiary Borrower).

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

     2.27. Increase of Commitments. (a) At any time, the Parent Borrower may request that the Aggregate Revolving Loan Commitment be increased or incremental term loans be extended; provided that (i) the aggregate amount of such increases and such incremental term loans shall at no time exceed $200,000,000; (ii) the Parent Borrower shall not make any such request during the six month period following any reduction in the Aggregate Revolving Loan Commitment previously made pursuant to Section 2.7; (iii) the Parent Borrower shall not be entitled to make any such request more frequently than once in each 12-month period; and (iv) each such request shall be in a minimum amount of at least $20,000,000 and increments of $5,000,000 in excess thereof. Such request shall be made in a written notice given to the Agent and the applicable Lenders by the Parent Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase or incremental term loan extension, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase or extension and the proposed effective date of such increase or extension. No Lender shall have any obligation to increase its Revolving Loan Commitment or commit to such extension pursuant to a Commitment Increase Notice. On or prior to the date that is ten (10) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Revolving Loan Commitment or commit to such extension in connection with such Commitment Increase Notice (any such notice to the Agent being herein a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Agent prior to the expiration of such ten (10) Business Day period shall be deemed to have denied any such increase or extension. In the event that the increases or extensions set forth in the Lender Increase Notices exceed the amount requested by the Parent Borrower in the Commitment Increase Notice, the Agent and the

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Arranger shall have the right, in consultation with the Parent Borrower, to allocate the amount of increases or extensions necessary to meet the Parent Borrower’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Parent Borrower, the Agent shall so advise the Parent Borrower not later than ten (10) Business Days prior to the proposed effective date, and not later than three (3) Business Days prior to the proposed effective date the Parent Borrower may notify the Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Agent (which consent shall not be unreasonably withheld). If the Parent Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Parent Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Agent shall notify the Parent Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Revolving Loan Commitment and/or incremental term loan commitment amount (the “Effective Commitment Amount”) and the amount of the Aggregate Revolving Loan Commitment and aggregate incremental term loan commitment amount, which amount shall be effective on the following Business Day. No consent of any Lender (other than the Lenders participating in any increase in the Aggregate Revolving Loan Commitment or extension of incremental term loans) shall be required for any increase in the Aggregate Revolving Loan Commitment or extension of incremental term loans pursuant to this Section 2.27. Any increase in the Aggregate Revolving Loan Commitment or extension of incremental term loans shall be subject to the following conditions precedent: (A) the Parent Borrower shall have obtained the consent thereto of each Subsidiary party to the Subsidiary Guaranty (each, a “Guarantor”) and its reaffirmation of the Credit Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of such increase or extension, all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Parent Borrower, the Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Revolving Loan Commitment” in support of such increase in the Aggregate Revolving Loan Commitment or to provide an incremental term loan commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit J hereto, (D) counsel for the Parent Borrower and for the Guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent and (E) the Parent Borrower and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase or extension. If any fee shall be charged by the applicable Lenders in connection with any such increase or extension, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Parent Borrower. Upon satisfaction of the conditions precedent to any increase in the Aggregate Revolving Loan Commitment or extension of incremental term loans, the Agent shall promptly advise the Parent Borrower and each Lender of the effective date of such increase or extension. Upon the effective date of any such increase or extension that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Loan Commitment or provide an incremental term loan commitment at any time.

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          (b) For purposes of this clause (b), (A) the term “Buying Lender(s)” shall mean (1) each Revolving Loan Lender the Effective Commitment Amount of which is greater than its Revolving Loan Commitment prior to the effective date of any increase in the Aggregate Revolving Loan Commitment, and (2) each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase Notice and (B) the term “Selling Lender(s)” shall mean each Revolving Loan Lender whose Revolving Loan Commitment is not being increased from that in effect prior to such increase in the Aggregate Revolving Loan Commitment. Effective on the effective date of any increase in the Aggregate Revolving Loan Commitment pursuant to clause (a) above, each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such Selling Lender’s right, title and interest in and to its Outstanding Credit Exposure in the respective Dollar Amounts and percentages necessary so that, from and after such sale, each such Selling Lender’s Outstanding Credit Exposure shall equal such Selling Lender’s Percentage (calculated based upon the Effective Commitment Amounts) of the Aggregate Outstanding Credit Exposure. Effective on the effective date of the increase in the Aggregate Revolving Loan Commitment pursuant to clause (a) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the portion of the Outstanding Credit Exposure purchased hereby shall equal the respective Dollar Amount necessary so that, from and after such payments, each Buying Lender’s Outstanding Credit Exposure shall equal such Buying Lender’s Percentage (calculated based upon the Effective Commitment Amounts) of the Aggregate Outstanding Credit Exposure. Such amount shall be payable on the effective date of the increase in the Aggregate Revolving Loan Commitment by wire transfer of immediately available funds to the Agent. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Outstanding Credit Exposure being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Loans, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the Outstanding Credit Exposure being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender’s representations and warranties contained in the foregoing sentence, each such Buying Lender has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any explicit or implicit written or oral representation, warranty or other statement of the Lenders or the Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Credit Documents. The Parent Borrower hereby agrees to compensate each Selling Lender for all losses, expenses and liabilities incurred by each Selling Lender in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 3.4.

ARTICLE III: CHANGE IN CIRCUMSTANCES

     3.1. Yield Protection. If, after the Closing Date, the adoption of or change in, any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, or the compliance of any Lender therewith,

     (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, LC Obligations or other amounts due it hereunder, or

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     (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances) in respect of its Revolving Loan Commitment, Loans, LC Obligations or other amounts due it hereunder, or

     (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, Loans or LC Obligations or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans under this Agreement or its LC Obligations, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of its Revolving Loan Commitment, Loans or LC Obligations held or interest received by it, by an amount deemed material by such Lender,

then, within 15 days of demand by such Lender, the applicable Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, LC Obligations and its Revolving Loan Commitment.

     3.2. Changes in Capital Adequacy Regulations. If a Lender determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a “Change” (as defined below), then, within 15 days of demand by such Lender the applicable Borrower shall pay such Lender the amount necessary to compensate, on an after-tax basis, for any shortfall in the rate of return on the portion of such increased capital which such Lender reasonably determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitments (after taking into account such Lender’s policies as to capital adequacy and the Change). “Change” means (i) any change after the Closing Date in the “Risk-Based Capital Guidelines” (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Closing Date which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basel Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the Closing Date.

     3.3. Availability of Types of Advances. If any Lender determines that maintenance of any of its Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the force of law, such Lender shall promptly give notice thereof to the Borrowers and the Agent shall suspend the availability of Eurocurrency Advances and require any and all outstanding Eurocurrency Advances to be repaid. If the Required Lenders determine that (i) deposits of a type, currency or maturity appropriate to match fund Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurocurrency Advances does not accurately reflect the cost of making Eurocurrency Advances, then the Agent shall promptly give notice thereof to the Borrowers and the Lenders shall suspend the availability of Eurocurrency Advances until such time as the circumstances giving rise to such suspension no longer exist.

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     3.4. Funding Indemnification. If any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Eurocurrency Interest Period, whether because of acceleration, prepayment or otherwise (but excluding any such prepayment arising pursuant to Section 3.3), or a Eurocurrency Advance is not made or prepaid on the date specified by the applicable Borrower for any reason other than default by the Lenders, or a Eurocurrency Loan is assigned other than on the last day of the Eurocurrency Interest Period applicable thereto as a result of a request by the Parent Borrower pursuant to Section 3.6, the applicable Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Advance.

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

     3.6. Replacement Lenders. If any Lender either (i) failed to fund its Revolving Loan Percentage or Term Loan Percentage (or Term Tranche Percentage), as applicable, of any Advance requested by any Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g), Section 3.1 or Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or determines that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.2, the Parent Borrower may require and have such Lender transfer, pursuant to and in accordance with Section 12.3, all of its rights and obligations under the Credit Documents to one or more Purchasers selected by the Parent Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees and all other amounts accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of any Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender’s rights or obligations hereunder in respect of any such liability or obligation.

     3.7. Payments by Non-U.S. Subsidiary Borrowers. Notwithstanding anything herein to the contrary, no Non-U.S. Subsidiary Borrower shall be liable under Sections 3.1, 3.2 and 3.4 with respect to payments required in connection with Loans made to, or Obligations incurred by or on behalf of, any other Borrower.

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     3.8. Tax Gross-Up re . Non-U.S. Subsidiary Borrower. Each Non-U.S. Subsidiary Borrower hereby confirms that if such Non-U.S. Subsidiary Borrower shall be required to make any deduction or withholding for or on account of any tax imposed by its jurisdiction of organization (or any subdivision thereof) from a payment of interest and/or any fee payable under this Agreement and the other Credit Documents, then the amount payable in respect of any such interest and/or fee shall be increased as necessary so that the Agent and each Lender shall receive an amount equal to the amount the Agent or such Lender (as applicable) would have received had no such deduction or withholding been made; provided, however, that such Non-U.S. Subsidiary Borrower shall not be required to increase any amount payable for interest and/or fees on account of any deduction or withholding for or on account of any tax imposed by its jurisdiction of organization (or any subdivision thereof) to the extent that such deduction or withholding is caused by the failure of the Agent to make reasonable efforts to obtain any applicable exemption from the requirement for such Non-U.S. Subsidiary Borrower to make such deduction or withholding. If the Agent or a Lender determines, in its reasonable discretion, that it has received a refund of, credit against or remission for any taxes as to which it has been indemnified by a Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section 3.8, it shall pay over such refund or the amount of such credit or remission to such Borrower (but only to the extent of indemnity payments made by such Borrower, or additional amounts paid by such Borrower under this Section 3.8 with respect to such taxes giving rise to such refund, credit or remission), net of all reasonable out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid by the relevant governmental authority with respect to such refund, credit or remission); provided, that each such Borrower, upon the request of the Agent or such Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant governmental authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such governmental authority. This Section shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Borrower or any other Person. As used herein, “governmental authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

     3.9. UK Taxes. The parties hereto hereby agree with and acknowledge the following provisions:

     (i) Each Revolving Loan Lender:

     (a) irrevocably appoints the Agent to act as syndicate manager under, and authorizes the Agent to operate, and take any action necessary or desirable under, the Provisional Treaty Relief scheme as described in the HMRC (formerly the Inland Revenue) Guidelines dated January 2003 and administered by the HMRC (the “PTR Scheme”) in connection with the Credit Agreement

     (b) shall cooperate with the Agent in completing any procedural formalities necessary under the PTR Scheme, and shall promptly supply to the Agent such information as the Agent may request in connection with the operation of the PTR Scheme; and

     (c) without limiting the liability of the UK Borrower under the Credit Agreement, shall, within 5 Business Days of demand, indemnify the Agent for any liability or loss incurred by the Agent as a result of the Agent acting as

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syndicate manager under the PTR Scheme in connection with such Lender’s participation in any Credit Extension (except to the extent that the liability or loss arises directly from the Agent’s gross negligence or willful misconduct).

     (ii) The UK Borrower acknowledges that it is fully aware of its contingent obligations under the PTR Scheme and shall (A) promptly supply to the Agent such information as the Agent may request in connection with the operation of the PTR Scheme and (B) act in accordance with any provisional notice issued by the HMRC under the PTR Scheme.

     (iii) All of the parties hereto acknowledge that the Agent (A) is entitled to rely completely upon information provided to it in connection with sub-paragraph (i) or (ii) above, (B) is not obliged to undertake any inquiry into the accuracy of such information, nor into the taxation status of any Lender or, as the case may be, the UK Borrower providing such information and (C) shall have no liability to any Person for the accuracy of any information the Agent submits in connection with sub-paragraph (i)(a) above.

ARTICLE IV: CONDITIONS PRECEDENT

     4.1. Closing Date. The Term Loan Lenders shall not be required to make the Term Loans, the Revolving Loan Lenders shall not be required to make any initial Revolving Credit Advance, the Swing Line Lender shall not be required to make Swing Line Loans, no LC Issuer shall be required to issue a Facility LC hereunder unless the Parent Borrower has furnished (if applicable) to the Agent, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent:

(a)	Copies of the articles or certificate of incorporation (or other comparable constituent document) of each Borrower and the initial Obligor Subsidiaries, together, in each case, with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of organization, as well as any other information required by Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318 or otherwise necessary for the Agent or any Lender to verify the identity of any Borrower and the initial Obligor Subsidiaries as required by Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318.
(b)	Copies, certified by the Secretary or Assistant Secretary of each Borrower and the initial Obligor Subsidiaries, of its by-laws (or other comparable governing document) and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Parent Borrower Credit Documents and Subsidiary Guaranties, as applicable, to which such person is a party.
(c)	An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower and the initial Obligor Subsidiaries, which shall identify by name and title and bear the signature of the officers of such Borrower and each initial Obligor Subsidiary, as applicable, authorized to sign the Parent Borrower Credit Documents, Subsidiary Guaranties and initial Collateral Documents, as applicable, and, in the case of each Borrower, to incur Credit Extensions hereunder, upon which certificate the Agent and, the LC Issuer, the Swing Line Lender and the Lenders shall be entitled to rely until informed of any change in writing by the Parent Borrower.

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(d)	A certificate, signed by the chief financial officer of the Parent Borrower, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing and (ii) no material adverse change in the business, operations, property or financial condition of the Parent Borrower and its Subsidiaries (taken as a whole) has occurred since December 31, 2007.
(e)	The written opinions of Bryan Cave, counsels to each Borrower and the initial Obligor Subsidiaries, and, to the extent requested by the Agent, each Material Foreign Subsidiary’s foreign counsel (if any), dated as of the Closing Date and in the forms of the opinions attached hereto as Exhibit E, in each case addressed to the Agent and the Lenders, with respect to the (without limitation) due authorization, execution and enforceability of this Agreement and the other Credit Documents, as applicable.
(f)	A written opinion of foreign counsel with respect to each Pledge Agreement (if any) to be delivered on the Closing Date, addressed to the Agent and the Lenders, in form and substance satisfactory to the Agent.
(g)	[Intentionally Omitted].
(h)	Written money transfer instructions, in substantially the form of Exhibit G hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(i)	The Lenders, the Arranger and the Agent shall have received (i) all fees required to be paid and (ii) reimbursement for all expenses for which invoices have been presented, in each case on or before the Closing Date.
(j)	Promissory notes payable to each of the Lenders requesting promissory notes pursuant to Section 2.14(iv) hereof.
(k)	Such other documents as the Agent or any Lender or its counsel may have reasonably requested including, without limitation, the Parent Guaranty, the Subsidiary Guaranty, Pledge Agreements, and each other document reflected on the List of Closing Documents attached in Exhibit H to this Agreement.

     The Agent shall notify the Parent Borrower and the Lenders of the date on which the foregoing conditions have been met, and such notice shall be conclusive and binding.

     4.1A Revolving Loan Funding. The Revolving Loan Lenders shall not be required to make the Revolving Loans unless the Parent Borrower has furnished (if applicable) to the Agent, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent:

(i) Evidence satisfactory to the Agent and its counsel that, concurrently with the satisfaction of the other conditions precedent under this Section 4.1A: (1) the entire principal amount (together with accrued interest and premium, if any) of the Existing Indebtedness shall be repaid in full (other than the Existing LCs) and (2) any and all lender commitments under the Existing Credit Agreement shall have been terminated.

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(ii) The Lenders, the Arranger and the Agent shall have received (i) all fees required to be paid and (ii) reimbursement for all expenses for which invoices have been presented, in each case on or before the Revolving Loan Funding Date.

     The Agent shall notify the Parent Borrower and the Lenders of the date on which the foregoing conditions have been met, and such notice shall be conclusive and binding. Notwithstanding the foregoing, if the foregoing conditions in Section 4.1A are not satisfied (or waived pursuant to Section 8.3 and Section 8.4) at or prior to 5 p.m., Chicago time, on October 31, 2008, then, in such event, the Revolving Loan Commitments shall terminate at such time.

     4.1B. Term Loan Funding. The Term Loan Lenders shall not be required to make the Term Loans unless the CompAir Acquisition shall be consummated, substantially concurrently with the making of the Term Loans, in compliance with the following terms and conditions:

(i) Evidence reasonably satisfactory to the Agent that all required governmental and material third party approvals required by the CompAir Acquisition pursuant to the CompAir Acquisition Agreement, the financing contemplated hereby and the continuing operations of the Parent Borrower and its Subsidiaries (including shareholder approvals, if any) shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the CompAir Acquisition or the financing thereof.

(ii) There shall be no injunction or temporary restraining order which, in the reasonable judgment of the Agent would prohibit the funding of the Term Loans or the consummation of the CompAir Acquisition; and there shall be no pending litigation which would reasonably be expected to result in a material adverse effect on the Parent Borrower and its Subsidiaries, taken as a whole, both before and after giving effect, including pro forma effect, to the CompAir Acquisition.

(iii) The CompAir Acquisition shall be consummated in accordance with the terms of the CompAir Acquisition Agreement and all applicable requirements of the law. The capitalization, structure and equity ownership of the Parent Borrower, the Target and their respective subsidiaries after the Acquisition shall be consistent in all respects with the capitalization, structure and equity ownership previously discussed with the Agent.

(iv) No provision of the CompAir Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Parent Borrower, the Agent or the Lenders.

(v) Each of the Lenders shall have received consolidating pro forma balance sheets and income statements of the Parent Borrower as of the date of the most recently completed publicly reported consolidated quarterly balance sheet of the Parent Borrower, giving effect to the CompAir Acquisition and the financings contemplated thereby (including pursuant to this Agreement) as if such transactions had occurred on such date, prepared on a pro forma basis reasonably acceptable to the Agent.

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(vi) The Agent shall have reviewed a copy of any fairness opinion relating to the terms of the CompAir Acquisition, if any such opinion is delivered to the Parent Borrower in connection with the CompAir Acquisition.

(vii) The Agent shall have received a certificate from the chief financial officer of the Parent Borrower supporting the conclusions that after giving effect to the CompAir Acquisition, the Parent Borrower is solvent and will be solvent subsequent to incurring the indebtedness in connection with the CompAir Acquisition, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in its businesses.

(viii) The Agent shall have received evidence satisfactory to it of the concurrent termination of, payment in full of all obligations and release and discharge of any and all liens under, the GMAC Facility pursuant to payoff letters in form and substance reasonably satisfactory to the Agent and its counsel. The consummation of the CompAir Acquisition and related transactions (financing or otherwise) shall not trigger any change of control rights under any indebtedness in excess of $15,000,000 to remain outstanding.

(ix) There shall not exist (pro forma for the CompAir Acquisition and the financing thereof) any Unmatured Default or Default or any default under the Senior Subordinated Notes, and the Agent shall have received a compliance certificate in substantially the form of Exhibit F hereto signed by the Parent Borrower’s chief financial officer showing the calculations necessary to determine compliance with Sections 6.21 and 6.22 of this Agreement after giving pro forma effect to the CompAir Acquisition.

(x) No material adverse change in the business, operations, property or financial condition of the Parent Borrower and its Subsidiaries (taken as a whole) (both before and after giving effect, including pro forma effect, to the CompAir Acquisition) shall have occurred since December 31, 2007.

(xi) The Lenders, the Arranger and the Agent shall have received (i) all fees required to be paid and (ii) reimbursement for all expenses for which invoices have been presented, in each case on or before the Term Loan Funding Date.

(xii) The Agent should have received, for distribution to the Lenders, updated Schedules hereto reflecting the CompAir Acquisition.

     The Agent shall notify the Parent Borrower and the Lenders of the date on which the foregoing conditions have been met, and such notice shall be conclusive and binding. Notwithstanding the foregoing, if the foregoing conditions in Section 4.1B are not satisfied (or waived pursuant to Section 8.3 and Section 8.4) at or prior to 5 p.m., Chicago time, on January 6, 2009, then, in such event, the Term Loan Commitments shall terminate at such time.

     4.2. Initial Advance to each Additional Non-U.S. Subsidiary Borrower. The Lenders shall not be required to make a Revolving Credit Advance hereunder and no LC Issuer shall be required to issue a Facility LC hereunder, in each case, to or with respect to any Non-U.S. Subsidiary Borrower (other than the German Borrower or the UK Borrower), which may become a party hereto after the Revolving Loan Funding Date, unless (a) all such documents, instruments and agreements required by the Agent granting a first priority security interest in the Applicable Pledge Percentage of the issued and outstanding capital

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stock or other ownership interests in such Non-U.S. Subsidiary Borrower in favor of the Agent on behalf of the Lenders shall have been executed and ready to be filed in the appropriate jurisdictions and (b) the Parent Borrower or such Non-U.S. Subsidiary Borrower has furnished or caused to be furnished to the Agent with sufficient copies for the Lenders:(i) The Assumption Letter executed and delivered by such Non-U.S. Subsidiary Borrower and containing the written consent of the Parent Borrower at the foot thereof, as contemplated by Section 2.19.

     (ii) Copies, certified by the Secretary or Assistant Secretary of such Non-U.S. Subsidiary Borrower, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) approving the Assumption Letter and the other Non-U.S. Subsidiary Borrower Credit Documents.

     (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Non-U.S. Subsidiary Borrower, which shall identify by name and title and bear the signature of the officers of such Non-U.S. Subsidiary Borrower authorized to sign the Assumption Letter and the other Non-U.S. Subsidiary Borrower Credit Documents, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent Borrower.

     (iv) An opinion of counsel to such Non-U.S. Subsidiary Borrower, with respect to the laws of its jurisdiction of organization, addressed to the Agent and the Lenders, substantially in the pertinent form attached as part of Exhibit E hereto.

     (v) Promissory notes payable to each of the Lenders requesting promissory notes pursuant to Section 2.14(iv) hereof.

     4.3. Each Credit Extension. The Lenders shall not be required to make any Advance (other than an Advance that, after giving effect thereto and to the application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances), the Swing Line Lender shall not be obligated to make a Swing Line Loan, and no LC Issuer shall be required to issue any Facility LC, unless on the applicable Credit Extension Date, both immediately prior to, and immediately after giving effect to, such Credit Extension and the application of proceeds thereof:

(a)	Either (i) in the case of an Advance, the Agent shall have received a Notice of Borrowing in compliance with Section 2.9, (ii) in the case of a Swing Line Loan, the Swing Line Lender shall have received a notice of borrowing in compliance with Section 2.2(b) or (iii) in the case of a Facility LC, the LC Issuer shall have received a request for the issuance of a Facility LC in compliance with Section 2.23 (together with any Facility LC Application Agreement requested by the LC Issuer pursuant to Section 2.23(c)).
(b)	The Revolving Credit Obligations do not and would not exceed the Aggregate Revolving Loan Commitment.
(c)	The aggregate outstanding principal Dollar Amount of all Eurocurrency Advances which are Revolving Loans in currencies other than Dollars does not and would not exceed the Maximum Foreign Currency Amount.
(d)	In the case of an Advance proposed to be made to a Non-U.S. Subsidiary Borrower, the aggregate principal Dollar Amount of Revolving Loans and Facility LCs made to or

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issued for the account of the Non-U.S. Subsidiary Borrowers do not and would not exceed the Maximum Non-U.S. Subsidiary Borrower Amount.

(e)	There exists no Default or Unmatured Default.
(f)	The representations and warranties contained in Article V are true and correct in all material respects as of such Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.
(g)	There exists no material adverse change in the business, financial condition or operations of the Parent Borrower and its Subsidiaries taken as a whole since the Parent Borrower’s consolidated financial statements as of December 31, 2007 (it being understood and agreed that consummation of the CompAir Acquisition shall not constitute such a material adverse change).

     Each Borrowing Notice with respect to each such Advance, each notice of borrowing with respect to any Swing Line Loan and each request for the issuance of a Facility LC pursuant to Section 2.23, shall constitute a representation and warranty by the applicable Borrower that the conditions contained in Sections 4.3(b), (c), (d), (e) and (f) have been satisfied.

ARTICLE V: REPRESENTATIONS AND WARRANTIES

     Each Borrower (as to itself and its Subsidiaries) represents and warrants to the Lenders that:

     5.1. Existence and Standing. Each of the Parent Borrower and its Subsidiaries is a corporation, partnership or limited liability company duly incorporated or organized, as the case may be, validly existing and (except to the extent such concept is not applicable to such entity or such jurisdiction) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted except any jurisdiction in which the failure to have such requisite authority could not reasonably be expected to have a Material Adverse Effect.

     5.2. Authorization and Validity. The Parent Borrower has the corporate power and authority and legal right to execute and deliver the Parent Borrower Credit Documents and to perform its obligations thereunder. The execution and delivery by the Parent Borrower of the Parent Borrower Credit Documents and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Parent Borrower Credit Documents constitute legal, valid and binding obligations of the Parent Borrower enforceable against the Parent Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.

     5.3. No Conflict; Government Consent. Neither the execution and delivery by the Parent Borrower of the Parent Borrower Credit Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Parent Borrower or any of its Subsidiaries or (ii) the Parent Borrower’s or any Subsidiary’s articles or certificate of incorporation (or other comparable

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constituent document) or by-laws (or other comparable governing document) or (iii) the provisions of any indenture, material instrument or material agreement to which the Parent Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the Property of the Parent Borrower or a Subsidiary pursuant to the terms of any such indenture, material instrument or material agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Parent Borrower Credit Documents.

     5.4. Financial Statements. The December 31, 2007 audited consolidated financial statements of the Parent Borrower and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles in effect on the respective dates such statements were prepared and fairly present the consolidated financial condition and operations of the Parent Borrower and its Subsidiaries at such dates and the consolidated results of their operations for the respective periods then ended.

     5.5. Material Adverse Change. Since December 31, 2007, there has been no change in the business, Property, financial condition or results of operations of the Parent Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect (it being understood and agreed that consummation of the CompAir Acquisition shall not constitute such a material adverse change).

     5.6. Taxes. The Parent Borrower and its Subsidiaries have filed all United States federal tax returns and all other material tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Parent Borrower or any of its Subsidiaries, except (i) such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided, and (ii) as could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the United States income tax returns of the Parent Borrower and its Subsidiaries have been audited by the Internal Revenue Service through the fiscal year ended December 31, 2002. No tax liens in an aggregate amount in excess of $1,000,000 have been filed and, to the knowledge of Parent Borrower, no claims are being asserted with respect to any such material taxes. The charges, accruals and reserves on the books of the Parent Borrower and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

     5.7. Litigation and Contingent Obligations. Except as set forth on Schedule 4 hereto, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Parent Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. Other than any liability incident to any litigation, arbitration or proceedings which could not reasonably be expected to have a Material Adverse Effect, no Borrower has any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

     5.8. Subsidiaries. Schedule 5 hereto contains an accurate list as of the Closing Date of all of the presently existing Subsidiaries of the Parent Borrower, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Parent Borrower or other Subsidiaries together with a calculation, as of the quarter ended immediately prior to the Closing Date, of such Subsidiaries’ total assets as a percentage of consolidated total assets. All of the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries

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have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

     5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $25,000,000. Neither the Parent Borrower nor any other member of the Controlled Group has failed to make a required contribution or payment to any Multiemployer Plan or made a complete or partial withdrawal from a Multiemployer Plan. Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither the Parent Borrower nor any other members of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan.

     5.10. Accuracy of Information. All written information, exhibits and reports (other than any financial projections, any other forward-looking information of a general economic or industry nature) taken as a whole, furnished by the Parent Borrower or any of its Subsidiaries to the Agent, the LC Issuer, the Swing Line Lender or to any Lender in connection with the negotiation of, or compliance with, the Credit Documents did not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such information, exhibits and reports were furnished.

     5.11. Regulation U. Margin stock (as defined in Regulation U) constitutes less than 25% of those assets of the Parent Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder.

     5.12. Material Agreements. Neither the Parent Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Parent Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

     5.13. Compliance With Laws. The Parent Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property. As of the Closing Date, except for matters identified on Schedule 6 hereto, neither the Parent Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations or the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect.

     5.14. Ownership of Property. On the Closing Date, the Parent Borrower and its Subsidiaries have good title, free of all Liens other than those permitted by Section 6.18, to all of the Property and assets reflected in the financial statements referred to in Section 5.4 as owned by it. The Parent Borrower and each of its Subsidiaries owns (or is licensed to use) all Intellectual Property which is necessary or appropriate in any material respect for the conduct of its respective business as conducted on the Closing Date, without any material conflict with the rights of any other Person. Neither the Parent Borrower nor any Subsidiary is aware of (i) any material existing or threatened infringement or misappropriation of any of its Intellectual Property by any third party or (ii) any material third party claim that any aspect of the

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business of the Parent Borrower or any Subsidiary (as conducted on the Closing Date) infringes or will infringe upon, any Intellectual Property or other property right of any other Person.

     5.15. Labor Matters. There are no labor controversies pending against the Parent Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect. The Parent Borrower and each of its Subsidiaries are in substantial compliance in all material respects with the Fair Labor Standards Act, as amended.

     5.16. Investment Company Act. Neither the Parent Borrower nor any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

     5.17. [Reserved]

     5.18. Insurance. The Parent Borrower and its Subsidiaries maintain with financially sound and reputable insurance companies insurance for property, casualty, business interruption and liability losses in such amounts and covering such risks as is consistent with sound business practice.

     5.19. Special Representations and Warranties of each Non-U.S. Subsidiary Borrower. Each Non-U.S. Subsidiary Borrower which may be a party hereto or which may become a party hereto after the Closing Date represents and warrants to the Lenders as provided in this Section 5.19 that:

          (a) Existence and Standing. Such Non-U.S. Subsidiary Borrower is a company duly organized and validly existing and (except to the extent such concept is not applicable to such entity or such jurisdiction) in good standing under the laws of its jurisdiction of organization (hereinafter referred to as its “Home Country”) and has all requisite authority to conduct its business as it is now being conducted except where the failure to have such requisite authority would not have a Material Adverse Effect.

          (b) Authorization and Validity. Such Non-U.S. Subsidiary Borrower has the requisite power and authority and legal right to execute and deliver the Non-U.S. Subsidiary Borrower Credit Documents to which its is a party and to perform its obligations thereunder. The execution and delivery by such Non-U.S. Subsidiary Borrower of the Non-U.S. Subsidiary Borrower Credit Documents to which it is a party and the performance by it of its obligations thereunder have been duly authorized by proper corporate proceedings, and such Non-U.S. Subsidiary Borrower Credit Documents constitute legal, valid and binding obligations of such Non-U.S. Subsidiary Borrower enforceable against such Non-U.S. Subsidiary Borrower in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.

          (c) No Conflict; Government Consent. Neither the execution and delivery by such Non-U.S. Subsidiary Borrower of the Non-U.S. Subsidiary Borrower Credit Documents to which it is a party, nor the consummation by it of the transactions therein contemplated to be consummated by it, nor compliance by such Non-U.S. Subsidiary Borrower with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Non-U.S. Subsidiary Borrower or any of its Subsidiaries or such Non-U.S. Subsidiary Borrower’s or any of its Subsidiaries’ articles of association (or other comparable constituent documents) or the provisions of any indenture, instrument or agreement to which such Non-U.S. Subsidiary Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or

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result in the creation or imposition of any Lien in, of or on the Property of such Non-U.S. Subsidiary Borrower or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement in any such case which violation, conflict, default, creation or imposition could reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental agency is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Non-U.S. Subsidiary Borrower Credit Documents to which it is a party.

          (d) Filing. To ensure the enforceability or admissibility in evidence of this Agreement and any promissory notes requested to be issued hereunder by any Non-U.S. Subsidiary Borrower in its Home Country, it is not necessary that this Agreement or any such promissory notes or any other document be filed or recorded with any court or other authority in its Home Country or that any stamp or similar tax be paid to or in respect of this Agreement or any such promissory notes of such Non-U.S. Subsidiary Borrower. The qualification by any Lender or the Agent for admission to do business under the laws of its Home Country does not constitute a condition to, and the failure to so qualify does not affect, the exercise by any Lender or the Agent of any right, privilege, or remedy afforded to any Lender or the Agent in connection with the Non-U.S. Subsidiary Borrower Credit Documents to which such Non-U.S. Subsidiary Borrower is a party or the enforcement of any such right, privilege, or remedy against such Non-U.S. Subsidiary Borrower. The performance by any Lender or the Agent of any action required or permitted under the Credit Documents will not (i) violate any law or regulation of such Non-U.S. Subsidiary Borrower’s Home Country or any political subdivision thereof, (ii) to the knowledge of the Borrowers, result in any tax (other than any withholding tax for which the Parent Borrower has provided an indemnity in accordance with the proviso set forth below) or other monetary liability to such party pursuant to the laws of such Non-U.S. Subsidiary Borrower’s Home Country or political subdivision or taxing authority thereof or otherwise (provided that, should any such action result in any such tax or other monetary liability to the Lender or the Agent, the Parent Borrower hereby agrees to indemnify such Lender or the Agent, as the case may be, against (x) any such tax or other monetary liability and (y) any increase in any tax or other monetary liability which results from such action by such Lender or the Agent and, to the extent the Parent Borrower makes such indemnification, the incurrence of such liability by the Agent or any Lender will not constitute a Default) or (iii) violate any rule or regulation of any federation or organization or similar entity of which such Non-U.S. Subsidiary Borrower’s Home Country is a member.

          (e) No Immunity. Neither such Non-U.S. Subsidiary Borrower nor any of its assets is entitled to immunity from suit, execution, attachment or other legal process. Such Non-U.S. Subsidiary Borrower’s execution and delivery of the Non-U.S. Subsidiary Borrower Credit Documents to which it is a party constitute, and the exercise of its rights and performance of and compliance with its obligations under such Credit Documents will constitute, private and commercial acts done and performed for private and commercial purposes.

ARTICLE VI: COVENANTS

     During the term of this Agreement from and after the Closing Date, unless the Required Lenders shall otherwise consent in writing:

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     6.1. Financial Reporting. The Parent Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Agent (which shall promptly provide copies to the Lenders):

(i)	Within 90 days after the close of each of its fiscal years, (A) an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted principles of accounting and required or approved by the Parent Borrower’s independent certified public accountants) audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and the Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows and (B) (1) any letter prepared by said accountants regarding internal controls and addressed to the board of directors of the Parent Borrower and (2) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof; provided that (so long as such items are readily available for public viewing on the Commission’s Electronic Data Gathering and Retrieval System) the delivery within the time period specified above of the Parent Borrower’s Form 10-K for such fiscal year filed with the Commission shall be deemed to satisfy the requirements of sub-clause (A) of this Section 6.1(i).
(ii)	Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and the Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer as being prepared, to the best of his or her knowledge in accordance with Agreement Accounting Principles, consistently applied, subject to normal year-end audit adjustments; provided that (so long as such items are readily available for public viewing on the Commission’s Electronic Data Gathering and Retrieval System) the delivery within the time period specified above of the Parent Borrower’s Form 10-Q for such fiscal quarter filed with the Commission shall be deemed to satisfy the requirements of this Section 6.1(ii).
(iii)	Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit F hereto signed by its chief financial officer showing the calculations necessary to determine compliance with Sections 6.21 and 6.22 of this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.
(iv)	As soon as possible and in any event not later than the last Business Day in February of each fiscal year commencing with the fiscal year beginning January 1, 2009, a copy of the plan and forecast (including a projected balance sheet, income statement and statement of cash flow) of the Parent Borrower and its Subsidiaries for the upcoming fiscal year prepared in such detail as shall be reasonably satisfactory to the Agent.

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(v)	[Reserved]
(vi)	As soon as possible and in any event within 10 days after receipt by the Parent Borrower, a copy of (a) any notice or claim to the effect that the Parent Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Parent Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Parent Borrower or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect.
(vii)	Promptly upon the furnishing thereof to the shareholders of the Parent Borrower, copies of all financial statements, reports and proxy statements so furnished.
(viii)	Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Parent Borrower or any of its Subsidiaries files with the Commission (other than routine filings relating solely to employee benefit plans and filings on Forms 3, 4 or 5 regarding insider trading activities). In the event the Parent Borrower is no longer required to file reports with the Commission, the Parent Borrower need not furnish such reports to the Agent, but nonetheless shall provide the Agent the financial statements previously contained in such reports.
(ix)	Promptly after the execution thereof, copies of all material amendments to any of the Receivables Purchase Documents.
(x)	Such other information (including non-financial information) as the Agent or any Lender may from time to time reasonably request.

     6.2. Use of Proceeds. The Parent Borrower will, and will cause each Subsidiary to, use the proceeds of the Advances, Swing Line Loans and Facility LCs to repay certain existing Indebtedness, for working capital purposes, for general corporate purposes, including, without limitation, for the CompAir Acquisition (in the case of the Term Loans) and other Acquisitions permitted by Section 6.15 hereof, and to repay outstanding Advances and Reimbursement Obligations. After it has become a party hereto, each Non-U.S. Subsidiary Borrower will use the proceeds of the Revolving Credit Advances and Facility LCs for working capital and general corporate purposes, including, without limitation, for Acquisitions permitted by Section 6.15 hereof, and to repay its outstanding Advances and Reimbursement Obligations. The Parent Borrower and each Non-U.S. Subsidiary Borrower will not, nor will they permit any Subsidiary to, use any of the proceeds of the Advances either (i) to purchase or carry any “margin stock” (as defined in Regulation U) or (ii) to make any other Acquisition (except as specifically permitted by Section 6.15). Notwithstanding anything herein to the contrary, Facility LCs may be applied for by the Parent Borrower hereunder for the benefit of the Parent Borrower’s Subsidiaries.

     6.3. Notice of Default. After knowledge thereof shall have come to the attention of an Authorized Officer of any Borrower, such Borrower will give prompt notice in writing to the Agent, and the Agent shall promptly notify each other Lender, of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect.

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     6.4. Conduct of Business. The Parent Borrower will, and will cause each Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as conducted on the Closing Date, or as conducted on the date of its formation, in the case of any Non-U.S. Subsidiary Borrower or other Subsidiary that may be formed after the Closing Date, and to do all things necessary to remain duly incorporated, validly existing and (except to the extent such concept is not applicable to such entity or such jurisdiction) in good standing as a domestic corporation in its jurisdiction of incorporation and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the Parent Borrower and its Subsidiaries may (i) consummate the Tax Restructuring, (ii) dissolve any inactive or dormant Subsidiaries with de minimis or immaterial assets, and (iii) consummate transactions permitted by Section 6.13.

     6.5. Taxes. The Parent Borrower will, and will cause each Subsidiary to, pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside and (ii) where the failure to so pay, discharge or otherwise satisfy such taxes could not reasonably be expected to have a Material Adverse Effect.

     6.6. Insurance. The Parent Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance for property, casualty, business interruption and liability losses in such amounts and covering such risks as is consistent with sound business practice, and the Parent Borrower will furnish to Agent, upon request of the Agent or any Lender, a certificate setting forth in summary form, the nature and extent of the insurance maintained pursuant to this provision and such other information as shall be reasonably requested. The Parent Borrower will, within ten (10) Business Days of its receipt of notice of termination or cancellation of any products liability or other liability insurance policy insuring the Parent Borrower or any of its Subsidiaries, give written notice thereof to the Lenders if such termination or cancellation could reasonably be expected to have a Material Adverse Effect.

     6.7. Compliance with Laws. The Parent Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all applicable federal, state and local environmental, health and safety statutes and regulations; provided, however, neither the Parent Borrower nor any Subsidiary shall be required to comply with any such laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards if its failure to comply therewith could not be reasonably expected to have a Material Adverse Effect.

     6.8. Maintenance of Property and Books and Records. The Parent Borrower will, and will cause each Subsidiary to, do all things reasonably necessary to maintain, preserve, protect and keep its tangible personal and real Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times. The Parent Borrower will, and will cause each Subsidiary to, do all things reasonably necessary to maintain, preserve and protect its material Intellectual Property including, without limitation, perform each of its respective obligations under any and all license agreements and other contracts and agreements evidencing or relating to such Intellectual Property, using the same in interstate or foreign commerce, properly marking such Intellectual Property and maintaining all necessary and appropriate governmental registrations (both domestic and foreign). The Parent Borrower will keep and maintain, and cause each of its Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles (in the case of the Parent Borrower and the Domestic Subsidiaries) and generally accepted accounting principles

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in the applicable jurisdiction (in the case of the Foreign Subsidiaries) shall be made of all dealings and transactions in relation to their respective businesses and activities.

     6.9. Inspection. The Parent Borrower will, and will cause each Subsidiary to, permit the Lenders, at their cost, by their respective representatives and agent, during normal business hours, to inspect any of the Property, corporate books and financial records of the Parent Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Parent Borrower and each Subsidiary (provided, that no Lender may make any such inspection or examination more often than once in any calendar year unless a Default is in existence (in which case such inspections may occur as often and at such times as such Lender reasonably determines) and any such inspection made when no Default is in existence shall be at the expense of such Lender), and to discuss the affairs, finances and accounts of the Parent Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Lenders may reasonably designate.

     6.10. Subsidiaries. The Parent Borrower will cause each Person (other than a SPV) that becomes a direct or indirect Subsidiary of the Parent Borrower after the Closing Date (whether as the result of an Acquisition, creation, or otherwise) to execute and deliver a Subsidiary Guaranty to and in favor of the Agent, the Swing Line Lender, the LC Issuer, the Lenders and the other Holders of Secured Obligations (together with an opinion of counsel, corporate resolutions and such other corporate documentation as the Agent may reasonably request, all in form and substance satisfactory to the Agent), in each case within 30 days after becoming a direct or indirect Subsidiary of the Parent Borrower. Notwithstanding the foregoing, in the case of a Foreign Subsidiary, or a Domestic Subsidiary owned by a Foreign Subsidiary, no such Subsidiary shall be required to give, execute and deliver a Subsidiary Guaranty if the delivery of such Subsidiary Guaranty would either (i) cause the undistributed earnings of any such Foreign Subsidiary, or Domestic Subsidiary owned by a Foreign Subsidiary, to be treated as a deemed dividend to the Parent Borrower for federal income tax purposes (a “Deemed Dividend Problem”) or (ii) be limited on account of legal or financial limitations imposed by the jurisdiction of organization of such Subsidiary (or the parent of such Subsidiary) or other relevant jurisdictions having authority over such Subsidiary (a “Financial Assistance Problem”), in which event the terms of Section 6.16 shall be applicable.

     6.11. Dividends. The Parent Borrower will not, nor will it permit any Subsidiary to, declare or pay any dividends on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding, except that:

(i)	Any Subsidiary may declare and pay dividends to the Parent Borrower or to a Wholly-Owned Subsidiary of the Parent Borrower.
(ii)	Any Subsidiary may declare and pay dividends to a Subsidiary other than a Wholly-Owned Subsidiary of the Parent Borrower so long as at the time of and upon giving effect to each such dividend (a) the Parent Borrower shall be in compliance with Section 6.22 and (b) no other Default or Unmatured Default shall exist.
(iii)	The Parent Borrower may declare or pay any dividends on its capital stock or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding so long as at the time of and upon giving effect (including pro forma effect) to each such dividend, repurchase, acquisition or retirement, (a) no Default or Unmatured Default shall exist and (b) so long as the Leverage Ratio (calculated as of the most recently completed fiscal quarter and upon giving effect (including pro forma effect) thereto) exceeds 2.0 to

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1.0, the aggregate amount of such dividends, redemptions, repurchases, acquisitions and retirements during any fiscal year does not exceed the Maximum Amount. As used herein, the “Maximum Amount” means (1) $120,000,000 if the Leverage Ratio (so calculated) is greater than 2.0 to 1.0 but less than 3.0 to 1.0, (2) $60,000,000 if the Leverage Ratio (so calculated) is equal to or greater than 3.0 to 1.0 but less than 3.5 to 1.0 and (3) $10,000,000 if the Leverage Ratio (so calculated) is equal to or greater than 3.5 to 1.0.

(iv) Any Subsidiary may declare and pay dividends and redeem, repurchase or otherwise acquire or retire any of its capital stock under the Tax Restructuring.

     6.12. Indebtedness. The Parent Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(i)	The Loans and other Obligations.
(ii)	Indebtedness existing on the Closing Date and described in Schedule 7 hereto.
(iii)	Contingent Obligations permitted by Section 6.17.
(iv)	Hedging Obligations entered into in the ordinary course of business as bona fide hedges against interest rate or commodity price or currency fluctuations and not for speculative purposes.
(v)	Indebtedness of one or more Subsidiaries owing to one or more other Subsidiaries, but only to the extent permitted by clauses (vi), (x) and (xii) of Section 6.15.
(vi)	Indebtedness incurred in connection with the Receivables Purchase Documents, provided, that Receivables Facility Attributed Indebtedness incurred in connection therewith does not exceed $100,000,000 in the aggregate at any time.
(vii)	Indebtedness incurred by Foreign Subsidiaries of the Parent Borrower (excluding Obligations incurred hereunder) in an amount not to exceed the Equivalent Amount of $60,000,000 in the aggregate at any time.
(viii)	Indebtedness under the Senior Subordinated Notes.
(ix)	Intercompany Indebtedness incurred as a result of the Tax Restructuring.
(x)	Unsecured Indebtedness of the Parent Borrower and its Subsidiaries so long as (1) such Indebtedness is subordinated to the Obligations on terms and conditions reasonably satisfactory to the Agent and such Indebtedness matures no earlier than six (6) months after the Maturity Date (or, if later, the maturity date applicable to any incremental term loans) and (2) at the time of incurring such Indebtedness and after giving effect (including pro forma effect) thereto, the Parent Borrower is in compliance with Section 6.22.
(xi)	Indebtedness of the Parent Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including

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Capitalized Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (1) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (2) the aggregate principal amount of Indebtedness permitted by this clause (xi) shall not exceed $35,000,000 at any time outstanding.

(xii) Additional unsecured Indebtedness of the Parent Borrower and its Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed $75,000,000.

In addition to the foregoing, the Parent Borrower shall not, and shall not permit any Subsidiary to, prepay the Indebtedness permitted under the foregoing clauses (viii) and (x) so long as the Leverage Ratio (calculated at the time of such prepayment and after giving pro forma effect thereto) exceeds 2.0 to 1.0; provided that the foregoing shall not prohibit (1) payments of regularly scheduled interest and principal payments in respect of such Indebtedness and (2) a replacement or a refinancing of the Indebtedness under the Senior Subordinated Notes with Indebtedness under replacement senior subordinated notes of the Parent Borrower that matures no earlier than six (6) months after the Maturity Date.

     6.13. Merger. The Parent Borrower will not, nor will it permit any Subsidiary to, merge or consolidate with any other Person, except that:

(i)	A Subsidiary may merge with a Borrower (so long as such Borrower is the surviving corporation).
(ii)	A Subsidiary may merge with a Wholly-Owned Subsidiary (so long as a Wholly-Owned Subsidiary is the surviving corporation).
(iii)	The Parent Borrower or a Subsidiary may merge with any other Person subject to the terms and conditions of clause (xi) of Section 6.15.
(iv)	Mergers and consolidations may be made in connection with the Tax Restructuring.

     6.14. Sale of Assets. The Parent Borrower will not, nor will it permit any Subsidiary to, lease, sell or otherwise dispose of its Property, to any other Person except for

(i)	sales or leases of inventory in the ordinary course of business,
(ii)	the sale, discount, or transfer of delinquent accounts receivable in the ordinary course of business for purposes of collection only,
(iii)	sales, leases or other dispositions of immaterial assets for consideration not less than fair market value,
(iv)	sales, leases or other dispositions of assets that are obsolete or have negligible fair market value;

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(v)	sales of equipment for a fair and adequate consideration (but if replacement equipment is necessary for the proper operation of the business of the seller, the seller must promptly replace the sold equipment);
(vi)	any transfer of an interest in Receivables, Receivables and Related Security, accounts or notes receivable on a limited recourse basis under the Receivables Purchase Documents, provided that such transfer qualifies as a legal sale and as a sale under Agreement Accounting Principles and that the amount of Receivables Facility Attributed Indebtedness does not exceed $100,000,000 at any one time outstanding;
(vii)	transactions contemplated in connection with the Tax Restructuring; and
(viii)	the transfer of Property from (a) one Domestic or Foreign Subsidiary to the Parent Borrower or to another Wholly-Owned Subsidiary which is a Domestic Subsidiary or (b) one Foreign Subsidiary to another Wholly-Owned Subsidiary which is a Foreign Subsidiary;

provided, however, that the aggregate amount of Property of the Parent Borrower and its Subsidiaries leased, sold or disposed of pursuant to any of clauses (ii) through (vi) of this Section (excluding any equipment which has been promptly replaced) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs shall not constitute a Substantial Portion of the Property of the Parent Borrower and its Subsidiaries.

     6.15. Investments and Acquisitions. The Parent Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

(i)	Short-term obligations (i.e., maturing within one year) of, or fully guaranteed by, the United States of America.
(ii)	Commercial paper rated A-l or better by Standard and Poor’s Ratings Group, a division of McGraw Hill Corporation or P-l or better by Moody’s Investors Service, Inc.
(iii)	Certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000.
(iv)	Money-market funds or money-market mutual funds which (a) seek to maintain a constant net asset value, (b) maintain fund assets under management having an aggregate market value of at least $500,000,000 and (c) invest primarily in Investments referred to in clauses (i) through (iii) above.
(v)	Demand deposit accounts maintained in the ordinary course of business.
(vi)	Investments in existence on the Closing Date and described in Schedule 8 hereto.
(vii)	Current trade and customer accounts receivable that are for goods furnished or services rendered in the ordinary course of business and that are payable on terms customary in

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the trade, including the existing floor plan program offered to distributors of the Borrowers’ products.

(viii)	Investments evidenced by promissory notes executed by customers of the Parent Borrower or a Subsidiary and payable to the Parent Borrower or such Subsidiary in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding.
(ix)	Investments in the SPVs (a) required in connection with the Receivables Purchase Documents and (b) resulting from the transfers permitted by Section 6.14 (vi).
(x)	Loans, capital contributions and other Investments made subsequent to the Closing Date, whether in existing Subsidiaries, new Subsidiaries or Persons which are not Subsidiaries of the Parent Borrower; provided, that (a) the aggregate outstanding amount of such Investments by the Parent Borrower or an Obligor Subsidiary in or to Persons which are not Obligor Subsidiaries either (I) does not exceed $100,000,000 (exclusive of the CompAir Acquisition) or (II) is made in connection with the Tax Restructuring, and (b) the Parent Borrower shall have complied with Section 6.10 in respect of each Subsidiary not identified on Schedule 5 hereto.
(xi)	Acquisitions of other Persons made by the Parent Borrower or a Subsidiary where:

(a)	upon giving effect to each such Acquisition (1) the Person so acquired by the Parent Borrower or such Subsidiary shall have either been merged into the Parent Borrower or such Subsidiary (with the Parent Borrower or such Subsidiary as the surviving entity) or such Person shall have become a Wholly-Owned Subsidiary of the Parent Borrower (and the Parent Borrower shall have complied with Section 6.10 in respect of such Subsidiary) and (2) no Default or Unmatured Default exists or would exist after giving effect to the proposed Acquisition; and
(b)	prior to the date of such Acquisition, such Acquisition shall have been approved by the board of directors and, if applicable, the shareholders of the Person whose stock or assets are being acquired in connection with such Acquisition and no claim or challenge has been asserted or threatened by any shareholder or director of such Person which could reasonably be expected to have a material adverse effect on such Acquisition or a Material Adverse Effect; and
(c)	if the aggregate consideration to be paid by the Parent Borrower and its Subsidiaries is greater than $50,000,000, then the Parent Borrower shall have supplied the Lenders, at least 10 days prior to any such proposed Acquisition, with financial statements for the Person to be acquired for the most recently available twelve month period and pro forma financial statements for such Person and the Parent Borrower on a consolidated basis, in a manner acceptable to the Agent, which shall demonstrate in the reasonable judgment of the Agent that, if such Acquisition were to be consummated, the Leverage Ratio would not exceed (i) 3.50 to 1.0 for the four-quarter periods ending on or before September 30, 2009 and (ii) 3.25 to 1.0 for the four-quarter periods ending at the end of each fiscal quarter thereafter (it being understood and agreed that if such historic and pro forma financial statements demonstrate, in the reasonable judgment of the

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Agent, that the Leverage Ratio would exceed these limits, the Required Lenders’ consent shall be required for consummation of the proposed Acquisition).

(xii)	Loans, capital contributions and other Investments among the Parent Borrower, the Non-U.S. Subsidiary Borrowers and the Obligor Subsidiaries.
(xiii)	The CompAir Acquisition.
(xiv)	Stock or other securities issued by customers of the Parent Borrower or a Subsidiary to the Parent Borrower or such Subsidiary pursuant to plans of reorganization in bankruptcy cases or negotiated agreements with respect to settlement of such customers’ accounts.

For the purposes of this Section 6.15, Investments and Acquisitions shall be valued at their initial principal amount, or cost, as the case may be, without giving effect to any interest or dividends paid thereon or any appreciation or depreciation in the market value thereof; provided, however, that Investments consisting of loans and advances shall be valued at the principal amount thereof then remaining unpaid.

     6.16. Guaranty or Pledge Documentation for New Subsidiaries. The Parent Borrower will not, nor will it permit any consolidated Subsidiary to, create or acquire a Subsidiary (a “New Subsidiary”) other than in connection with an Acquisition permitted hereunder or pursuant to any transaction that is permitted by or not otherwise prohibited by this Agreement; provided that:

(i)	Upon the creation or acquisition of each New Subsidiary (other than a SPV), the Parent Borrower shall, and shall cause each such New Subsidiary to, comply with Section 6.10;
(ii)	Upon the creation or acquisition of each New Subsidiary which is a Material Domestic Subsidiary or a Material Foreign Subsidiary (other than a SPV), the Parent Borrower shall or shall cause its applicable Domestic Subsidiary which is the parent of such Material Domestic Subsidiary or Material Foreign Subsidiary to promptly (but in any event within 45 days (in the case of the pledge of equity in a Material Domestic Subsidiary) and 75 days (in the case of the pledge of equity in a Material Foreign Subsidiary) following the creation or acquisition thereof, subject, in the case of a Non-U.S. Subsidiary Borrower, to the conditions set forth in Section 4.2) to execute a Pledge Agreement with respect to 100% of the capital stock and other equity interests of such Material Domestic Subsidiary and the Applicable Pledge Percentage of the voting capital stock and other equity interests of such Material Foreign Subsidiary; and
(iii)	In case of (i) and (ii), the Parent Borrower shall deliver appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Agent in connection therewith.

In addition to the foregoing provisions, if any Subsidiary becomes a Material Domestic Subsidiary or a Material Foreign Subsidiary (other than a SPV) (whether through investment, add-on acquisitions, growth or otherwise), the Parent Borrower shall or shall cause its applicable Domestic Subsidiary which is the parent of such Material Domestic Subsidiary or Material Foreign Subsidiary to promptly (but in any event within 45 days (in the case of the pledge of equity in a Material Domestic Subsidiary) or 75 days (in the case of the pledge of equity in a Material Foreign Subsidiary) following the end of the fiscal quarter during which such Subsidiary becomes a Material Domestic Subsidiary or a Material Foreign Subsidiary)

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execute a Pledge Agreement with respect to 100% (in the case of a Material Domestic Subsidiary) or the Applicable Pledge Percentage (in the case of a Material Foreign Subsidiary) of the voting capital stock and other equity interests of such Subsidiary; and shall deliver appropriate corporate resolutions, opinions and other documentation in form and substance satisfactory to the Agent in connection therewith; provided, however, that no Pledge Agreement in respect of a Material Foreign Subsidiary shall be required to be delivered hereunder (x) to the extent such Pledge Agreement would cause a Deemed Dividend Problem or a Financial Assistance Problem and (y) until the date which is seventy-five (75) days after the Closing Date (or such later date as the Agent may agree to in the exercise of its reasonable discretion; it being understood and agreed that the failure to deliver such Pledge Agreements by such date or such later date shall constitute a Default under Section 7.3).

     6.17. Contingent Obligations and Off Balance Sheet Liabilities. The Parent Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary) or Off Balance Sheet Liabilities, except

(i)	By endorsement of instruments for deposit or collection in the ordinary course of business,
(ii)	Facility LCs issued hereunder,
(iii)	The Parent Guaranty and the Subsidiary Guaranties,
(iv)	Litigation indemnities in favor of Cooper existing on the Closing Date,
(v)	Contingent Obligations constituting guarantees by the Parent Borrower or any Subsidiary with respect to the obligations of any Subsidiary or other Person in which any Borrower has a direct or indirect Investment, provided that the aggregate amount of all such Contingent Obligations, when added to the aggregate amount of all outstanding Investments permitted by clause (x) of Section 6.15, shall not at any time exceed $150,000,000;
(vi)	Contingent Obligations of any Obligor Subsidiary which is a party to a Subsidiary Guaranty consisting of a guaranty by such Obligor Subsidiary of the Indebtedness evidenced by the Senior Subordinated Notes;
(vii)	Off Balance Sheet Liabilities which are included in the definition of Consolidated Total Debt provided the Parent Borrower is in compliance with the financial covenants of this Agreement;
(viii)	Contingent Obligations of the Parent Borrower or any of its Subsidiaries arising under the Receivables Purchase Documents;
(ix)	Contingent Obligations of the Parent Borrower or any of its Subsidiaries consisting of a guaranty of any Hedging Obligations of the Parent Borrower or its Subsidiaries owing to any Lender or Affiliate of a Lender it its separate capacity as the hedge counterparty or provider thereunder, but only to the extent such Hedging Obligations are permitted under Section 6.12(iv),

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(x)	Contingent Obligations under letters of credit identified in Schedule 7 hereto,
(xi)	Contingent Obligations of any Subsidiary consisting of guarantees in respect of the obligations of other Subsidiaries under multi-employer pension plans;
(xii)	Contingent Obligations of any Subsidiary consisting of guarantees in respect of notional pooling arrangements;
(xiii)	Contingent Obligations constituting customary guarantees to a seller under a purchase agreement or merger agreement in connection with an Acquisition permitted hereunder;
(xiv)	Contingent Obligations of the Parent Borrower and of any Obligor Subsidiary which is a party to a Subsidiary Guaranty consisting of a guaranty by such Obligor Subsidiary of the Existing Indebtedness; provided that such Contingent Obligations shall be terminated on the Revolving Loan Funding Date; and
(xv)	Additional Contingent Obligations in the aggregate amount not to exceed $125,000,000 at any one time outstanding consisting of Letters of Credit (excluding all Facility LCs), surety bonds and bank guarantees.

     6.18. Liens. The Parent Borrower will not, nor will it permit any Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property of the Parent Borrower or any of its Subsidiaries, except:

(i)	Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted principles of accounting shall have been set aside on its books.
(ii)	Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books.
(iii)	Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation.
(iv)	Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Parent Borrower or the Subsidiaries.
(v)	Good faith deposits incurred in the ordinary course of business to secure public or statutory obligations, to secure or in lieu of surety bonds, or in connection with bids or contracts (including, without limitation, the purchase or lease of real estate).

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(vi)	Liens securing judgments or orders for the payment of money, or surety or appeal bonds with respect to any such judgment or order, in an aggregate amount not exceeding $5,000,000, so long as no Default exists with respect thereto under Section 7.9.
(vii)	The interest of a lessor under any conditional sale or Capitalized Lease to the Parent Borrower or any Subsidiary so long as the related Indebtedness is permitted by Section 6.12
(viii)	Any Lien on any asset securing Indebtedness permitted by Section 6.12(xi) which is incurred or assumed for the purpose of financing all or any part of the cost of acquiring any asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof.
(ix)	Any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary or is merged or consolidated with or into the Parent Borrower or a Subsidiary, provided that the Indebtedness secured by each such Lien is permitted by Section 6.12.
(x)	Liens existing on the Closing Date and described in Schedule 9 hereto which secure Indebtedness in existence on the Closing Date.
(xi)	Liens arising out of any renewal, extension or refinancing of any Indebtedness secured by any Lien permitted by any of clauses (vii), (viii), (ix) or (x) above, so long as the principal amount of such Indebtedness in not increased thereby and such Indebtedness is not secured by any additional Property.
(xii)	Liens in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision thereof, in favor of any other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness permitted by Section 6.12 and incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of Property subject to such Liens, or the cost of constructing or improving the Property subject to such Liens, including, without limitation, Liens incurred in connection with pollution control, industrial revenue or similar tax-advantaged financings; provided the aggregate amount of Indebtedness secured under this clause (xii) shall not exceed $20,000,000.
(xiii)	Liens in favor of the Agent granted pursuant to any Collateral Document.
(xiv)	Liens arising under the Receivables Purchase Documents, so long as the related Indebtedness is permitted by Section 6.12.

     6.19. Rentals. The Parent Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer to exist obligations for Rentals net of any income received from sublease arrangements in excess of $50,000,000 during any one fiscal year on a non-cumulative basis in the aggregate for the Parent Borrower and its Subsidiaries.

     6.20. Affiliates. The Parent Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (i) Permitted Receivables Transfers, (ii)

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transactions in the ordinary course of business and pursuant to the reasonable requirements of the Parent Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Parent Borrower or such Subsidiary than the Parent Borrower or such Subsidiary would obtain in a comparable arms-length transaction, (iii) in connection with the Tax Restructuring and (iv) pursuant to transactions expressly permitted elsewhere under this Agreement.

     6.21. Minimum Consolidated Interest Coverage Ratio. The Parent Borrower will not, as of the last day of any fiscal quarter of the Parent Borrower, commencing with the first fiscal quarter-end after the Closing Date, permit the Consolidated Interest Coverage Ratio for the period of four fiscal quarters ending on such day, to be less than 3.00 to 1.0.

     6.22. Maximum Leverage Ratio. The Parent Borrower will not, as of the last day of any fiscal quarter of the Parent Borrower, commencing with the first fiscal quarter-end after the Closing Date, permit the Leverage Ratio for the period of four consecutive fiscal quarters ending on such day, to be greater than (i) 3.75 to 1.0 for the four-quarter periods ending on or before September 30, 2009 and (ii) 3.50 to 1.0 at the end of each fiscal quarter thereafter.

     6.23. Capital Expenditures. The Parent Borrower will not, nor will it permit any Subsidiary to, expend, or be committed to expend, during any period of twelve consecutive months on a non-cumulative basis an amount for Consolidated Capital Expenditures in the aggregate for the Parent Borrower and its Subsidiaries which exceeds five percent (5%) of consolidated revenues for such twelve-month period, calculated in each case as of the end of each fiscal-quarter for the twelve months then ended

     6.24. Pledge Agreements. The Parent Borrower shall not at any time permit the aggregate assets of all of the Parent Borrower’s Subsidiaries in connection with which the Agent has not received a pledge of the required equity pursuant to a Pledge Agreement in accordance with Section 6.16 to exceed fifteen percent (15%) of consolidated total assets of the Parent Borrower and its Subsidiaries.

ARTICLE VII: DEFAULTS

     The occurrence of any one or more of the following events shall constitute a Default:

     7.1 Any representation or warranty made (or deemed made pursuant to Section 4.3 of this Agreement, any relevant provision of any Pledge Agreement or any relevant provision of any Subsidiary Guaranty) by the Parent Borrower or any Subsidiary to the Lenders, the Swing Line Lender, the LC Issuer or the Agent under or in connection with this Agreement, any Credit Extension, any Subsidiary Guaranty, any Pledge Agreement or any certificate or information delivered in connection with this Agreement, any Credit Extension or any other Credit Document shall be materially false on the date as of which made.

     7.2 Nonpayment of (a) any Reimbursement Obligation or the principal of any Loan when due, or (b) interest upon any Loan or Reimbursement Obligation or of any fee payable pursuant to Section 2.7 or Section 2.23(d) within five days after the same becomes due, or (c) any other obligations under any of the Credit Documents not referred to in clauses (a) and (b) above within five days after receipt by the applicable Borrower of a written demand therefor from the Agent or any Lender, as applicable.

     7.3 The breach by a Borrower of any of the terms or provisions of Section 6.2, 6.3 or any of Sections 6.10 through 6.23.

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     7.4 The breach by any Borrower (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement, and such breach continues for 30 days after the first to occur of (i) the date the applicable Borrower first knows of such breach or (ii) the date the applicable Borrower receives written notice from any Lender (acting through the Agent) of such breach.

     7.5 Failure of the Parent Borrower or any of its Subsidiaries to pay any Material Indebtedness when due; or either (i) the Parent Borrower or any of its Subsidiaries shall default in the performance of any term, provision or condition contained in any agreement or agreements under which any Material Indebtedness was created or is governed (and any applicable grace period(s) expressly set forth therein shall have expired) or (ii) any other event shall occur or condition exist (including any “Amortization Event” or event of like import in connection with the Receivables Purchase Facility), (a) the effect of which (under either clause (i) or (ii), as the case may be) is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the stated maturity thereof or (b) if such event or condition shall occur under any Receivables Purchase Documents, the effect thereof is to (x) terminate the reinvestment of collections or proceeds of Receivables and Related Security under any Receivables Purchase Document (other than a termination resulting solely from the request of the Parent Borrower or any of its Subsidiaries), or (y) cause the replacement of, or permit the investors thereunder to replace, the Person then acting as servicer for the related Receivables Purchase Facility; or the Parent Borrower or any of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.

     7.6 The Parent Borrower or any of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief with respect to it under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7.

     7.7 Without the application, approval or consent of the Parent Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Parent Borrower or any of its Subsidiaries or any Substantial Portion of its Property; or a proceeding described in Section 7.6(iv) shall be instituted against the Parent Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.

     7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control (each a “Condemnation”), of all or any portion of the Property of the Parent Borrower or any of its Subsidiaries, which, when taken together with all other Property of the Parent Borrower and its Subsidiaries, or any of them, so Condemned during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of the consolidated Property of the Parent Borrower and its Subsidiaries.

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     7.9 The Parent Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money in excess of $30,000,000 (other than any judgment for which a financially sound and reputable insurer has admitted in writing liability) in the aggregate, which are not stayed on appeal or otherwise being appropriately contested in good faith with adequate reserves set aside on its books in accordance with generally accepted accounting principles.

     7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $25,000,000; or any Reportable Event shall occur in connection with any Plan; or the Parent Borrower or any of its Subsidiaries or any other member of the Controlled Group shall become party to any Multiemployer Plan.

     7.11 Except for matters identified on Schedule 6 hereto, the Parent Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Parent Borrower or any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect.

     7.12 Any Change in Control shall occur.

     7.13 Other than in connection with any transactions which shall be permitted by the terms hereof or of any other Credit Document or which shall otherwise have been approved in writing by Required Lenders (or, if required by the terms of Section 8.3 and Section 8.4, all of the Lenders), the Parent Borrower shall cease to own directly or indirectly at least 80% of the capital stock of each Obligor Subsidiary and each Non-U.S. Subsidiary Borrower.

     7.14 The Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement shall fail to remain in full force or effect; or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement; or the Parent Borrower or any Subsidiary shall fail to comply with any of the terms or provisions of the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement to which it is a party and any grace or cure period set forth therein shall have expired; or the Parent Borrower or any Subsidiary denies that it has any further liability under the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement to which it is a party, or gives notice to such effect.

     7.15 Any of the following shall occur: (i) any Credit Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Credit Document, (ii) any Credit Document shall fail to remain in full force or effect, (iii) any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Credit Document, or (iv) any Borrower shall fail to comply with any of the terms or provisions of any Credit Document (subject to any applicable cure or grace periods expressly set forth herein or therein, including, with respect to the Credit Agreement, Section 7.4 hereof).

ARTICLE VIII: ACCELERATION, DEFAULTING LENDERS, WAIVERS, AMENDMENTS AND
REMEDIES

     8.1. Remedies.

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     (a) If any Default described in Section 7.6 or 7.7 occurs with respect to any Borrower, the Commitments of the Lenders hereunder (and the obligation of the Swing Line Lender to make Swing Line Loans and the obligation of a LC Issuer to issue Facility LCs) shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Agent, the Swing Line Lender, the LC Issuer or any Lender. If any other Default occurs and is continuing, the Required Revolving Lenders may terminate or suspend the Revolving Loan Commitments of the Lenders (and the obligation of the Swing Line Lender to make Swing Line Loans and the obligation of a LC Issuer to issue Facility LCs), the Required Lenders may terminate or suspend the other Commitments of the Lenders, or the Required Lenders may declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives. The Agent shall notify the Borrowers of any action taken by the Required Revolving Lenders or the Required Lenders pursuant to the preceding sentence.

     (b) In addition, each Borrower agrees that upon the occurrence and during the continuance of any Default, it shall, if requested at any time by the Agent upon instruction from the Required Revolving Lenders, pay (and, in the case of any of the Defaults specified in Section 7.6 or 7.7 with respect to any Borrower, forthwith, without any demand or the taking of any other action by the Agent or any Lender, it shall pay) to the Agent an amount in immediately available funds equal to the then aggregate amount of the LC Obligations attributable to it (in the applicable currency or currencies of the Facility LCs under which such LC Obligations arose) to be held as security therefor for the benefit of the Revolving Loan Lenders and the LC Issuer (it being understood and agreed that no Non-U.S. Subsidiary Borrower shall be required to make any such payments with respect to any LC Obligations incurred by another Borrower).

     (c) If, within 30 days after acceleration of the maturity of the Obligations or termination of the Commitments of the relevant Lenders hereunder (and the obligation of the Swing Line Lender to make Swing Line Loans and the obligation of the LC Issuer to issue Facility LCs) as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

     8.2. Defaulting Lender. In the event that any Lender fails to fund its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested or deemed requested by any Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Lender’s cure of such failure and the termination of the Commitments, the proceeds of all amounts thereafter repaid to the Agent by the applicable Borrower and otherwise required to be applied to such Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Agent (“Cure Loans”) on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary:

     (i) the foregoing provisions of this Section 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10;

     (ii) any such Lender shall be deemed to have cured its failure to fund its Revolving Loan Percentage or Term Loan Percentage of any Advance at such time as an amount equal to

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such Lender’s original Revolving Loan Percentage or Term Loan Percentage, as applicable, of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 8.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued;

     (iii) amounts advanced to the applicable Borrower to cure, in full or in part, any such Lender’s failure to fund its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance shall bear interest at the rate applicable to Loans which are Floating Rate Loans, in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;

     (iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans (it being understood and agreed that all payments of principal made by any Non-U.S. Subsidiary Borrower shall be applied as set forth above only to Loans made to such Non-U.S. Subsidiary Borrower);

     (v) for so long as and until the earlier of any such Lender’s cure of the failure to fund its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance and the termination of the Commitments, the term “Required Lenders” for purposes of this Agreement shall include those applicable Lenders (excluding all Lenders whose failure to fund their respective applicable Percentages of such Advance have not been so cured) whose Percentage represents at least fifty-one percent (51%) of the aggregate Percentages of such Lenders; and

     (vi) for so long as and until any such Lender’s failure to fund its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance is cured in accordance with Section 8.2(ii), (A) such Lender shall not be entitled to and the Borrowers shall not be required to pay any facility fees with respect to its Commitments and (B) such Lender shall not be entitled to and the Borrowers shall not be required to pay any letter of credit fees which would otherwise be payable to such Lender.

     8.3. Amendments. Subject to the provisions of this Article VIII and except as otherwise set forth in this Section 8.3, the Required Lenders (or the Agent with the consent in writing of the Required Lenders), the Parent Borrower and (after it has become a party hereto) each Non-U.S. Subsidiary Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Credit Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or thereunder or waiving any Default hereunder; provided, that no such supplemental agreement shall, without the consent of each Lender directly affected thereby:

(a) Increase (other than pursuant to and in accordance with Section 2.27) or decrease the amount of, the Commitment of any Lender (except for a ratable decrease in the Commitments of all Lenders) or otherwise subject any Lender to any additional obligation; or

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(b)	Reduce the principal of or rate of interest on any Loan, any Reimbursement Obligation or any fees hereunder or reduce the amount of any principal payment of the Term Loan required by Section 2.3(d); or
(c)	Postpone the date fixed for any payment of principal of or interest on any Loan, any Reimbursement Obligation or any fees hereunder (other than modifications to the provisions relating to Designated Prepayments (as defined in Section 2.4(d)) of the Loans and other Obligations); or
(d)	Extend the Maturity Date, or otherwise extend the term of the Commitment of any Lender; or
(e)	Change the definition of Required Lenders or the percentage of the Commitments, the Outstanding Credit Exposures or the Outstanding LC Exposures, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Section 8.3 or any other provision of the Credit Documents; or
(f)	Permit any Borrower to assign any of its rights or obligations under this Agreement; or
(g)	Other than in connection with any transactions which shall be permitted by the terms hereof or of any other Credit Document or which shall otherwise have been approved in writing by Required Lenders (or, if required by the other terms of this Section 8.3. all of the Lenders), release the Parent Borrower or any Subsidiary from all or any portion of its guaranty liability under its respective Parent Guaranty or Subsidiary Guaranty; or
(h)	Other than in connection with any transactions which shall be permitted by the terms hereof or of any other Credit Document or which shall otherwise have been approved in writing by Required Lenders (or, if required by the other terms of this Section 8.3, all of the Lenders), release any of the collateral pledged pursuant to the Pledge Agreements;
(i)	Waive the requirements of Section 4.1(i); or
(j)	Change Sections 11.2 or 11.4 in a manner that would alter the pro rata sharing of payments and/or application of payments required thereby; or
(k)	Amend or waive any of the provisions of this Section 8.3.

     No amendment of any provision of this Agreement relating to the Agent, the Swing Line Lender or the LC Issuer shall be effective without the written consent of the Agent, the Swing Line Lender or the LC Issuer, as the case may be. The Agent may waive payment of the fee required under Section 12.3.2 without obtaining the consent of any other party to this Agreement.

     Notwithstanding the foregoing, this Agreement and any other Credit Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Agent and the Borrowers to each relevant Credit Document (x) to add one or more credit facilities to this Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Revolving Loans, Term Loans and the accrued interest and fees in respect thereof and (y) to include

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appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders.

     8.4. Preservation of Rights. No delay or omission of the Lenders, the Swing Line Lender or the Agent to exercise any right under the Credit Documents shall impair such right or be construed to be a waiver of any Default or Unmatured Default or an acquiescence therein, and the making of a Loan or issuance of a Letter of Credit notwithstanding the existence of a Default or Unmatured Default or the inability of the applicable Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Credit Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.3, and then only to the extent in such writing specifically set forth. All remedies contained in the Credit Documents or by law afforded shall be cumulative and all shall be available to the Agent and the Lenders until the Obligations have been paid in full.

ARTICLE IX: GENERAL PROVISIONS

     9.1. Survival of Representations. All representations and warranties of the Borrowers contained in this Agreement shall survive delivery of this Agreement and the making of the Loans herein contemplated.

     9.2. Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to any Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

     9.3. Taxes. Any taxes (excluding income taxes on the overall net income of any Lender and except as otherwise provided in Section 2.22) or other similar assessments or charges made by any governmental or revenue authority in respect of the Credit Documents shall be paid by the applicable Borrower, together with interest and penalties, if any. As of the Closing Date, neither the Parent Borrower nor any Lender is aware of any such taxes, assessments or charges.

     9.4. Headings. Section headings in the Credit Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Credit Documents.

     9.5. Entire Agreement. The Credit Documents embody the entire agreement and understanding among the Borrowers, the Agent and the Lenders and, on and after the Closing Date, supersede all prior agreements and understandings among the Borrowers, the Agent and the Lenders relating to the subject matter thereof.

     9.6. Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns; provided, however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.7, 9.12

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and 10.10 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

     9.7. Expenses; Indemnification. The Parent Borrower and each Non-U.S. Subsidiary Borrower shall reimburse the Agent and the Arranger for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Agent and the Arranger, which attorneys may be employees of the Agent or the Arranger) paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, amendment, modification and administration of the Credit Documents. The Parent Borrower and each Non-U.S. Subsidiary Borrower also agree to reimburse the Agent, the Swing Line Lender, any LC Issuer, the Arranger and the Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Agent, the Swing Line Lender, any LC Issuer, the Arranger and the Lenders, which attorneys may be employees of the Agent, the Swing Line Lender, any LC Issuer, the Arranger or the Lenders and other advisors and professionals engaged by the Agent or the Arranger) paid or incurred by the Agent, the Swing Line Lender, any LC Issuer, the Arranger or any Lender in connection with the collection and enforcement of the Credit Documents. The Parent Borrower and each Non-U.S. Subsidiary Borrower further agree to indemnify the Agent, the Swing Line Lender, any LC Issuer, the Arranger and each Lender, its directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Swing Line Lender, an LC Issuer, the Arranger or any Lender is a party thereto) (collectively “Losses”) which any of them may pay or incur arising out of or relating to this Agreement, the other Credit Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder. The obligations of each Borrower under this Section shall survive the termination of this Agreement; provided, however, that no Borrower shall be obligated to indemnify any Lender, the Agent, the Swing Line Lender, the Arranger or any LC Issuer with respect to Losses which arise solely from such Lender’s, Agent’s Swing Line Lender’s, Arranger’s or LC Issuer’s gross negligence or willful misconduct. Notwithstanding anything to the contrary herein, no Borrower shall be liable to reimburse the Agent, the Swing Line Lender, the LC Issuers, the Arranger or any of the Lenders in respect of disputes which arise or Losses which are incurred by the Agent, the Swing Line Lender, the LC Issuers, the Arranger or any of the Lenders which arise solely as a result of an action or failure to act on the part of the Agent, the Swing Line Lender, an LC Issuer, the Arranger or a Lender and which do not relate in any way to actions or failures to act on the part of the applicable Borrower or any of the Parent Borrower’s Subsidiaries. Without otherwise limiting the foregoing, it is understood and agreed that no Non-U.S. Subsidiary Borrower shall be obligated to indemnify or reimburse any Lender, the Agent, the Swing Line Lender, the Arranger or any LC Issuer with respect to any amounts determined to be attributable to Loans made to, or Obligations incurred by or on behalf of, another Borrower.

     9.8. Numbers of Documents. All statements, notices, closing documents, and requests hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders.

     9.9. Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with Agreement Accounting Principles.

     9.10. [Reserved]

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     9.11. Severability of Provisions. Any provision in any Credit Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Credit Documents are declared to be severable.

     9.12. Nonliability of Lenders. The relationship between the Borrowers on the one hand and the Lenders, the Swing Line Lender, the LC Issuers and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Arranger, the Swing Line Lender, the LC Issuers nor any Lender shall have any fiduciary responsibilities to any Borrower or vice versa. Neither the Agent, the Arranger, the Swing Line Lender, the LC Issuers nor any Lender undertakes any responsibility to the Borrowers to review or inform any Borrower of any matter in connection with any phase of the Borrowers’ business or operations.

     9.13. CHOICE OF LAW. THE CREDIT DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

     9.14. CONSENT TO JURISDICTION. THE BORROWERS, THE AGENT, THE LC ISSUER AND EACH LENDER EACH HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENTS AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY CREDIT DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

     9.15. WAIVER OF JURY TRIAL. THE BORROWERS, THE AGENT, THE LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY CREDIT DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

     9.16. Agent for Service of Process. Upon becoming a party hereto, each Non-U.S. Subsidiary Borrower hereby irrevocably appoints the Parent Borrower as its agent for service of process in any proceeding referred to in Section 9.14 of this Agreement and agrees that service of process in any such proceeding may be made by mailing or delivering a copy thereof to it care of Parent Borrower at its address for notices set forth in Article XIII of this Agreement.

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     9.17. Confidentiality. Each Lender agrees to hold any confidential information which it may receive from any Borrower pursuant to this Agreement in confidence, except for disclosure (i) to other Lenders and their respective Affiliates, (ii) to legal counsel, accountants, and other professional advisors to that Lender or to a Transferee, (iii) to regulatory officials exercising regulatory functions over or with respect to any Lender, (iv) to any Person as required by law, regulation, or legal process, (v) to any Person in connection with any legal proceeding to which that Lender is a party, and (vi) as permitted by Section 12.4.

     9.18. USA Patriot Act Notification. The following notification is provided to the Borrowers pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government of the United States of America fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each Person that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. Accordingly, when any Borrower opens an account, the Agent and the Lenders will ask for such Borrower’s name, tax identification number, business address, and other information that will allow the Agent and the Lenders to identify such Borrower. The Agent and the Lenders may also ask to see such Borrower’s legal organizational documents or other identifying documents.

ARTICLE X: THE AGENT

     10.1. Appointment. JPMorgan is hereby appointed Agent hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties as expressly set forth herein. The Agent agrees to act as such upon the express conditions contained in this Article X. The Agent shall not have a fiduciary relationship in respect of any Borrower or any Lender by reason of this Agreement.

     10.2. Powers. The Agent shall have and may exercise such powers under the Credit Documents as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Credit Documents to be taken by the Agent.

     10.3. General Immunity. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to any Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith except for its or their own gross negligence or willful misconduct.

     10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Credit Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any obligor under any Credit Document, including, without limitation, any agreement by any Borrower to furnish information directly to each Lender; (iii) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered to the Agent; (iv) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (v) the validity, effectiveness or genuineness of any Credit Document or any other instrument or writing furnished in connection

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therewith. The Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by a Borrower to the Agent at such time, but is voluntarily furnished by a Borrower to the Agent (either in its capacity as Agent or in its individual capacity).

     10.5. Action on Instructions of Lenders. The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Credit Document in accordance with written instructions signed by the Required Lenders (except to the extent Section 8.3 requires the unanimous consent of all Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Credit Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

     10.6. Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Credit Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder and under any other Credit Document.

     10.7. Reliance on Documents; Counsel. The Agent shall be entitled to rely upon any notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent.

     10.8. Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments or, if the Commitments have terminated, their Outstanding Credit Exposure (i) for any amounts not reimbursed by any Borrower for which the Agent is entitled to reimbursement by the applicable Borrower pursuant to Section 9.7, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the collection and enforcement of the Credit Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Credit Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent any of the foregoing arise from the gross negligence or willful misconduct of the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

     10.9. Rights as a Lender. In the event the Agent is a Lender, the Agent shall have the same rights and powers hereunder and under any other Credit Document as any Lender and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” shall, at any time when the Agent is a Lender, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Credit Document, with the Borrowers or any of the Borrower’s Subsidiaries in which such Borrower or such Subsidiary is not restricted hereby from engaging with any other Person. The Agent, in its individual capacity, is not obligated to remain a Lender.

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     10.10. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent, the Arranger or any other Lender and based on the financial statements prepared by the Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Credit Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents.

     10.11. Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Parent Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent on behalf of the Lenders and the Borrowers, with the Parent Borrower’s consent (provided such consent may not be unreasonably withheld or delayed and provided further no such consent shall be required if a Default shall have occurred and be continuing). If no successor Agent shall have been so appointed by the Required Lenders or consented to by the Parent Borrower (if such consent is required) within thirty days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Agent. If the Agent has resigned and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and each Borrower shall make all payments in respect of its respective Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation of the Agent, the resigning Agent shall be discharged from its duties and obligations hereunder and under the Credit Documents. After the effectiveness of the resignation of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Credit Documents.

     10.12. Agent’s Fees. The Borrowers agree to pay to the Agent and the Lenders, for their own respective accounts, the fees agreed to by the Parent Borrower pursuant to that certain letter agreement dated July 25, 2008, or as otherwise agreed from time to time (it being understood and agreed that no Non-U.S. Subsidiary Borrower shall be liable for payment of any fees determined to be attributable to another Borrower).

     10.13. Execution of Guarantees and Collateral Documents. The Lenders, the Swing Line Lender and the LC Issuers hereby empower and authorize the Agent to execute and deliver to the applicable Borrower on their behalf the Parent Guaranty, Subsidiary Guaranties, Pledge Agreement(s) and all related agreements, documents or instruments as shall be necessary of appropriate to effect the purposes of the Parent Guaranty, Subsidiary Guaranties and Pledge Agreement(s).

     10.14. Collateral and Guaranty Releases. The Lenders, the Swing Line Lender and the LC Issuers hereby empower and authorize the Agent to execute and deliver to the applicable Borrower on their behalf any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of any entities’ liability with respect to the Parent Guaranty or any Subsidiary Guaranty or release

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of any collateral pledged pursuant to any Pledge Agreement in connection with any transactions which shall be permitted by the terms hereof or of any other Credit Document or which shall otherwise have been approved in writing by the Required Lenders (or, if required by the terms of Section 8.3 and Section 8.4, all of the Lenders).

     10.15. No Duties Imposed on the Syndication Agent, Documentation Agents or the Arranger. Except as specifically provided otherwise herein with respect to the rights and benefits of the Arranger hereunder, none of the Persons identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Syndication Agent”, ”Documentation Agent” or “Arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than if such Person is a Lender, those applicable to all Lenders as such. Without limiting the foregoing, none of the Persons identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Syndication Agent”, ”Documentation Agent” or “Arranger” shall have or be deemed to have any fiduciary duty to or fiduciary relationship with any Lender. In addition to the agreement set forth in Section 10.10, each of the Lenders acknowledges that it has not relied, and will not rely, on any of the Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

     10.16. Foreign Pledge Provisions.

          (a) The Parent Borrower, on its behalf and on behalf of its Domestic Subsidiaries, and each Lender, on its behalf and on the behalf of its affiliated Holders of Secured Obligations, hereby irrevocably constitute the Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by the Parent Borrower or any Domestic Subsidiary on property pursuant to the laws of the Province of Quebec to secure obligations of any Borrower or any Subsidiary under any bond, debenture or similar title of indebtedness issued by any Borrower or any Subsidiary in connection with this Agreement, and agree that the Agent may act as the bondholder and mandatary with respect to any bond, debenture or similar title of indebtedness that may be issued by any Borrower or any Subsidiary and pledged in favor of the Holders of Secured Obligations in connection with this Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), JPMorgan Chase Bank, N.A. as Agent may acquire and be the holder of any bond issued by any Borrower or any Subsidiary in connection with this Agreement (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Parent Borrower or any Domestic Subsidiary).

          (b) The Agent is hereby authorized by the Parent Borrower and the Lenders to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge of assets governed by the laws of the Netherlands for the benefit of the Holders of Secured Obligations including a right of pledge with respect to the entitlements to profits, the balance left after winding up and the voting rights of the Parent Borrower as parent of any subsidiary of the Parent Borrower which is organized under the laws of the Netherlands and the equity interests of which are pledged by the Parent Borrower in connection herewith (a “Dutch Pledge”). Without prejudice to the provisions of this Agreement and the other Credit Documents, the parties hereto acknowledge and agree with the creation of parallel debt obligations of the Parent Borrower as will be described in any Dutch Pledge (the “Parallel Debt”), including that any payment received by the Agent in respect of the Parallel Debt will — conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application — be deemed a satisfaction of a pro rata portion of the corresponding amounts of the

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Obligations, and any payment to the Holders of Secured Obligations in satisfaction of the Obligations shall conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application be deemed as satisfaction of the corresponding amount of the Parallel Debt. The parties hereto acknowledge and agree that, for purposes of a Dutch Pledge, any resignation by the Agent is not effective until its rights under the Parallel Debt are assigned to the successor Agent.

          (c) The parties hereto agree for the purposes of taking and ensuring the continuing validity of German law governed pledges (Pfandrechte) to the creation of parallel debt obligations of the Parent Borrower under a separate German law governed parallel debt undertaking. The Agent shall hold such parallel debt undertaking as fiduciary agent (Treuhaender) in its own name and for the account of the Holders of the Secured Obligations. The Agent shall administer and hold as fiduciary agent (Treuhaender) any German law pledge (Pfandrecht) which is created in favor of any Holder of the Secured Obligations or otherwise transferred to any Holder of Secured Obligations due to its accessory nature (Akzessorietaet) in its own name and on behalf of the Holders of Secured Obligations. Each Lender, on its own behalf and on behalf of its affiliated Holders of Secured Obligations, hereby authorizes the Agent as its representative (Vertreter) to enter into any Credit Document governed by the laws of Germany, to accept any pledge or other creation of any accessory security right in relation to this Agreement and to agree to and execute on its behalf as its representative amendments, supplements and other alterations to any Credit Document governed by the laws of Germany and to release on behalf of such party any Credit Document governed by the laws of Germany in accordance with the provisions herein and/or the provisions in the relevant German law governed Credit Document.

ARTICLE XI: SETOFF; RATABLE PAYMENTS

     11.1. Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Default or Unmatured Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender to or for the credit or account of the applicable Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due (it being understood and agreed that deposits of any Non-U.S. Subsidiary Borrower or Indebtedness held or owing by a Lender to or for the credit or account of any Non-U.S. Subsidiary Borrower shall be offset by such Lender and applied only toward any Obligations incurred by or on behalf of such Non-U.S. Subsidiary Borrower to that Lender); it being understood that, in order to effect such setoff, any Lender may combine currencies at the then-effective buy and sell spot rate of exchange of such Lender with respect to such currencies.

     11.2. Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance (other than payments received pursuant to Sections 3.1, 3.2 or 3.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising that Advance held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans comprising that Advance. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

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     11.3. Relations Among Lenders. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of or (except as otherwise set forth herein with respect to the Agent) authorized to act for or on behalf of any other Lender.

     11.4. Application of Payments. Subject to the provisions of Section 8.2 and the provisions in this Agreement regarding the Obligations of and payments by Non-U.S. Subsidiary Borrowers, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 11.4, apply all payments and prepayments in respect of any Obligations and all proceeds of collateral in the following order:

          (a) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent;

          (b) second, to the ratable payment of Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the LC Issuer(s);

          (c) third, to the ratable payment of interest due in respect of Loans and LC Obligations;

          (d) fourth, to the ratable payment or prepayment of principal outstanding on Loans, Reimbursement Obligations and Hedging Obligations;

          (e) fifth, to provide required cash collateral, if required pursuant to Section 2.23 and

          (f) sixth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to the occurrence of a Default) by the Parent Borrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurocurrency Loans with those Eurocurrency Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 11.4 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent, the Lenders, the LC Issuer(s) and other holders of Obligations as among themselves. The order of priority set forth in clauses (b) through (f) of this Section 11.4 may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Parent Borrower, or any other Person. The order of priority set forth in clause (a) of this Section 11.4 may be changed only with the prior written consent of the Agent.

ARTICLE XII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATION

     12.1. Successors and Assigns. The terms and provisions of the Parent Borrower Credit Documents and the Non-U.S. Subsidiary Borrower Credit Documents shall be binding upon and inure to the benefit of the Parent Borrower and the Non-U.S. Subsidiary Borrowers, respectively, and the Lenders and their respective successors and assigns, except that (i) neither the Parent Borrower nor any Non-U.S. Subsidiary Borrower shall have the right to assign its rights or obligations under the Parent Borrower Credit Documents or the Non-U.S. Subsidiary Borrower Credit Documents, respectively, and (ii) any assignment by any Lender must be made in compliance with Section 12.3. Notwithstanding clause (ii) of this Section, any Lender may at any time, without the consent of the Parent Borrower, any Non-U.S.

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Subsidiary Borrower or the Agent, assign all or any portion of its rights under the Credit Documents to a Federal Reserve Bank; provided, however, that no such assignment shall release the transferor Lender from its obligations hereunder. The Agent may treat any Lender as the owner of the Loans made by such Lender hereunder for all purposes hereof unless and until such payee complies with Section 12.3 in the case of an assignment thereof or, in the case of any other transfer, a written notice of the transfer is filed with the Agent. Any assignee or transferee of a Loan agrees by acceptance thereof to be bound by all the terms and provisions of the Credit Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of any Loan, shall be conclusive and binding on any subsequent holder, transferee or assignee of such Loan.

     12.2. Participation.

          12.2.1. Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure owing to such Lender, any Loans owned by such Lender, any Commitment of such Lender or any other interest of such Lender under the Credit Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Credit Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of all Loans made by it for all purposes under the Credit Documents, all amounts payable by each Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and each Borrower, the LC Issuer and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Credit Documents except that, for purposes of Sections 3.1, 3.2 or 3.4 hereof, the Participants shall be entitled to the same rights as if they were Lenders provided however that no Participant shall be entitled to receive any greater payment under Sections 3.1, 3.2 or 3.4 than the Lender would have been entitled to receive with respect to the rights participated.

          12.2.2. Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Credit Documents, other than any such amendment, modification or waiver which requires the unanimous consent of the Lenders under Section 8.3 and Section 8.4.

          12.2.3. Benefit of Setoff. Each Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Credit Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Credit Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.

     12.3. Assignments.

          12.3.1. Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (“Purchasers”) all or any part of its rights and obligations under the Credit Documents; provided, that, unless the assignment is to another Lender, an Affiliate of a Lender or an Approved Fund and except as

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the Agent and the Parent Borrower shall otherwise agree, each such assignment shall be in the minimum principal amount of not less than the lesser of (i) $5,000,000 in the case of a Revolving Loan Commitment or $1,000,000 in the case of a Term Loan and (ii) the amount of such Lender’s Commitments or Loans as of the proposed date of such assignment, and each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s commitment, Loans and interest in Facility LCs (provided that this clause shall not be construed to prohibit the assignment of a part or all of the assigning Lender’s rights and obligations in respect of one Facility and not the other Facility). Each such assignment shall be substantially in the form of Exhibit I hereto or in such other form as may be agreed to by the Agent and the parties thereto. The consent of the Parent Borrower shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund (which consent may not be unreasonably withheld); provided, that if (i) a Default has occurred and is continuing or (ii) the assignment is pursuant to the physical settlement of credit derivative transactions, the consent of the Parent Borrower shall not be required. The consent of the Agent (not to be unreasonably withheld) shall be required prior to an assignment becoming effective; provided that no consent of the Agent shall be required for an assignment of all or any portion of the Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

          12.3.2. Effect; Effective Date. Upon Purchaser’s (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit “A” to Exhibit I hereto (a “Notice of Assignment”), together with any consents required by Section 12.3.1, and (ii) payment of a $3,500 fee (except in the case of an assignment from a Lender to its Affiliate or Approved Fund) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Borrower, the Lenders, the LC Issuer or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure assigned to such Purchaser (and, in the case of an assignment covering all of the transferor Lender’s rights and obligations under this Agreement, such transferor Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 9.7). Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Agent and the Borrowers shall make appropriate arrangements so that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement promissory notes are issued to the transferor Lender and a new promissory notes or, as appropriate, replacement promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment. Upon the Purchaser’s receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the applicable Borrower appropriately legended.

          12.3.3. Register. The Agent shall maintain at its address referred to in Section 13.1 a copy of each assignment delivered to and accepted by it pursuant to this Section 12.3 and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of and principal amount of the Loans owing to, each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an assignment under this Section 12.3. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and each Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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     12.4. Dissemination of Information. Each Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Credit Documents by operation of law (each a “Transferee”) and any prospective Transferee, or to any direct, indirect, actual or prospective counterparty (and its advisors) to any swap, derivative or securitization transaction related to the obligations under this Agreement, any and all information in such Lender’s possession concerning the creditworthiness of the Parent Borrower and its Subsidiaries; provided, that each Transferee, prospective Transferee and such counterparties and advisors agree to be bound by Section 9.17 of this Agreement.

     12.5. Tax Treatment. If any interest in any Credit Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 2.22.

ARTICLE XIII: NOTICES

     13.1. Giving Notice. Except as otherwise permitted by Section 2.13 with respect to borrowing notices, all notices and other communications provided to any party hereto under this Agreement or any other Credit Document shall be given either in writing or by facsimile and addressed or delivered to such party at its address or facsimile number, as the case may be, set forth below its signature hereto or at such other address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if properly transmitted by facsimile, shall be deemed given when transmitted.

     13.2. Change of Address. Each Borrower, the Agent, the LC Issuer and any Lender may each change the address and/or facsimile number for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE XIV: COUNTERPARTS

     This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrowers, the Agent, the LC Issuer and the Lenders and each party has notified the Agent by facsimile or telephone, that it has taken such action.

[Signature Pages Follow]

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SCHEDULE 1(a)
TO
CREDIT AGREEMENT

Revolving Loan Commitments, Term Loan Dollar Tranche Commitments
and Term Loan Euro Tranche Commitments

	Revolving Loan		Term Loan Dollar		Term Loan Euro
Lender	Commitment		Tranche Commitment		Tranche Commitment
JPMorgan Chase Bank, N.A.	$	41,641,791	$	19,179,104	€	16,119,404
Bank of America, N.A.	$	32,388,060	$	18,805,970	€	12,537,313
Mizuho Corporate Bank, Ltd.	$	26,373,134	$	15,313,433	€	10,208,955
U.S. Bank, National Association	$	26,373,134	$	15,313,433	€	10,208,955
Bayerische Hypo-und Vereinsbank AG, New York Branch	$	22,671,642	$	13,164,179	€	8,776,119
National City Bank	$	22,671,642	$	13,164,179	€	8,776,119
Scotiabanc Inc.	$	22,671,642	$	13,164,179	€	8,776,119
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	22,671,642	$	13,164,179	€	8,776,119
Nordea Bank Finland plc	$	16,194,030	$	9,402,985	€	6,268,657
RBS Citizens, N.A.	$	16,194,030	$	9,402,985	€	6,268,657
Wells Fargo Bank, N.A.	$	16,194,030	$	9,402,985	€	6,268,657
Branch Banking & Trust Company	$	11,567,164	$	6,716,418	€	4,477,612
HSBC Bank USA, N.A.	$	6,940,298	$	4,029,851	€	2,686,567
HSBC Bank plc	$	4,626,866	$	2,686,567	€	1,791,045
Key Bank National Association	$	11,567,164	$	6,716,418	€	4,477,612
The Northern Trust Company	$	9,253,731	$	5,373,135	€	3,582,090
Chang Hwa Commercial Bank, Ltd.		—	$	5,000,000
Total	$	310,000,000	$	180,000,000	€	120,000,000

SCHEDULE 1(b)
TO
CREDIT AGREEMENT

Mandatory Cost

1.	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.
2.	On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Associated Costs Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Associated Costs Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.
3.	The Associated Costs Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.
4.	The Associated Costs Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows:

(a) in relation to a Loan in Pounds Sterling:

per cent. per annum

(b) in relation to a Loan in any currency other than Pounds Sterling:

per cent. per annum

Where:

A	is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.
B	is the percentage rate of interest (excluding the Applicable Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Section 2.13(c) payable for the relevant Interest Period on the Loan.

C	is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.
D	is the percentage rate per annum payable by the Bank of England to the Agent on interest bearing Special Deposits.
E	is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a)	“Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;
(b)	“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.
(c)	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;
(d)	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);
(e)	“Participating Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.
(f)	“Reference Banks” means, in relation to Mandatory Cost, the principal London offices of JPMorgan Chase Bank, N.A.
(g)	“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.
(h)	“Unpaid Sum” means any sum due and payable but unpaid by the relevant Borrower under the Loan Documents.

6. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7.

If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

8.

Each Lender shall supply any information required by the Agent for the purpose of calculating its Associated Costs Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(i)	the jurisdiction of its Facility Office; and
(j)	any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph.

9.	The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.
10.	The Agent shall have no liability to any person if such determination results in an Associated Costs Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.
11.	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Associated Costs Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.
12.	Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Associated Costs Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

The Agent may from time to time, after consultation with the relevant Borrower and the relevant Lenders, determine and notify to all parties hereto any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank

(or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

October 20, 2008 Contact: Christian E. Rothe
Director, Strategic Planning and Development
(217) 228-8224

GARDNER DENVER, INC. COMPLETES ACQUISITION OF COMPAIR

QUINCY, IL (October 20, 2008) – Gardner Denver, Inc. (NYSE:GDI) reported today that it has completed its previously announced acquisition of CompAir Holdings Limited (“CompAir”), a leading global manufacturer of compressed air and gas solutions. Total cash consideration paid to the selling shareholders was £190.2 million. Including the repayment of certain outstanding debt and the assumption of CompAir’s other net debt, which totaled approximately £10.4 million on September 30, 2008, the total transaction value was approximately £200.6 million. To finance the acquisition, Gardner Denver used excess available cash and new syndicated credit facilities.

Gardner Denver will release its third quarter 2008 financial results on Wednesday, October 22, 2008 after the U.S. financial markets have closed. The Company expects to include guidance regarding the financial impact of the CompAir acquisition in the earnings release. In addition, on Thursday, October 23, 2008 at 9:30 a.m. Eastern time, the Company will broadcast a conference call through a live webcast to discuss third quarter earnings and the CompAir acquisition. This free webcast will be available in listen-only mode and can be accessed, for up to ninety days following the call, through the Investor Relations page on the Gardner Denver website at www.GardnerDenver.com or through Thomson StreetEvents at www.earnings.com.

Cautionary Statement Regarding Forward-Looking Statements

All of the statements in this release, other than historical facts, are forward-looking statements. As a general matter, forward-looking statements are those focused upon anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “anticipate,” “preliminary,” “expect,” “believe,” “intend,” “plan to,” “will,” “foresee,” “project,” “forecast” and similar expressions identify forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that forward-looking statements are subject to known and unknown risks, uncertainties and other factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements.

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These risks, uncertainties, and factors specific to the CompAir acquisition include, but are not limited to: (1) the risk that the integration of the CompAir acquisition could disrupt the plans and operations of the Company, CompAir or both and the potential difficulties of employee retention as a result of the acquisition, and (2) the risk that the Company may not realize the expected financial and other benefits from the acquisition. The foregoing factors should not be construed as exhaustive and should be read together with important information regarding risks and factors that may affect the Company’s future performance set forth in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2007, and other public reports filed with the Securities and Exchange Commission.

These statements reflect the current views and assumptions of management with respect to future events. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. The inclusion of any statement in this release does not constitute an admission by Gardner Denver or any other person that the events or circumstances described in such statement are material.

Gardner Denver, Inc., with 2007 revenues of $1.9 billion, is a leading worldwide manufacturer of reciprocating, rotary and vane compressors, liquid ring pumps and blowers for various industrial and transportation applications, pumps used in the petroleum and industrial market segments, and other fluid transfer equipment serving chemical, petroleum, and food industries. Gardner Denver’s news releases are available by visiting the Investor Relations page on the Company’s website (www.GardnerDenver.com).

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