SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                           -------------------------
                                   FORM 10-Q
                           -------------------------

(Mark One)

  X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 for the quarter ended July 31, 1995.  OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 for the transition from ________ to _____________.


                        Commission file number:  1-9494


                                 TIFFANY & CO.

            (Exact name of registrant as specified in its charter)

Delaware                                        13-3228013
(State of incorporation)                        (I.R.S. Employer Ident. No.)


727 Fifth Ave. New York, NY                     10022
(Address of principal executive offices)        (Zip Code)


Registrant's telephone number, including area code:   (212) 755-8000


Former name, former address and former fiscal year, if changed since last
report _________.

Indicate by  check  mark whether  the  registrant (1)  has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities Exchange Act of
1934  during the  preceding 12  months (or  for such  shorter period  that the
registrant was  required to file  such reports), and  (2) has been  subject to
such filing requirements for the past 90 days.  Yes ___X___.     No_____.

APPLICABLE  ONLY  TO   CORPORATE  ISSUERS:  Indicate  the   number  of  shares
outstanding of each of the issuer's  classes of common stock as of the  latest
practicable date:  Common Stock, $.01 par value, 15,746,297 shares outstanding
at the close of business on July 31, 1995.





                        TIFFANY & CO. AND SUBSIDIARIES

                              INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED JULY 31, 1995

PART I      FINANCIAL INFORMATION                                  PAGE

Item 1.     Financial Statements

            Consolidated Balance Sheets - July 31, 1995
                  (Unaudited) and January 31, 1995                  3

            Consolidated Statements of Income - for the 
                  three and six months ended July 31, 1995 
                  and 1994 (Unaudited)                              4

            Consolidated Statements of Stockholders' Equity -
                  for the three and six months ended
                  July 31, 1995 (Unaudited)                         5

            Consolidated Statements of Cash Flows - for
                  the six months ended July 31, 1995                6
                  and 1994 (Unaudited)                                  

            Notes to Consolidated Financial Statements            7-8
                  (Unaudited)


Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations        9-11



PART II - OTHER INFORMATION


Item 4.     Submission of Matters to a Vote of Security-Holders    12

Item 6.     Exhibits and Reports on Form 8-K                       12

            (a)   Exhibits

            (b)   Reports on Form 8-K







                                     - 2 -



CAPTION



PART I.  FINANCIAL INFORMATION
ITEM I.  FINANCIAL STATEMENTS

                        TIFFANY & CO. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                   (in thousands, except per share amounts)

                                                  July 31,       January 31,
                                                      1995             1995*
                                                (Unaudited) 
ASSETS
                                                            
Current assets:
Cash and short-term investments                   $ 30,655          $ 44,318
Accounts receivable, less allowances of
  $5,246 and $5,721                                 53,416            61,622
Income tax receivable                                    0             7,925
Inventories                                        299,698           270,075
Prepaid expenses                                    23,492            17,868 
                                                  --------          --------
Total current assets                               407,261           401,808

Property and equipment, net                        111,894           103,478
Deferred income taxes                               14,763            14,094
Other assets, net                                   30,036            31,992
                                                  --------          --------
                                                  $563,954          $551,372
                                                  ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term borrowings                             $ 55,995          $ 60,696
Accounts payable and accrued liabilities            87,404            81,640
Income taxes payable                                 7,519            13,607
Merchandise and other customer credits               9,032             8,529
                                                  --------          --------
Total current liabilities                          159,950           164,472

Long-term trade payable                             31,103            27,591
Reserve for product return                          13,053            13,103
Long-term debt                                     101,500           101,500
Deferred income taxes                                2,482             3,298
Postretirement/employment benefit obligation        17,457            16,581
Other long-term liabilities                          3,369             3,130

Commitments and contingencies

Stockholders' equity:
Common Stock, $.01 par value; authorized                                
  30,000 shares, issued 15,746 and 15,703              157               157
Additional paid-in capital                          72,955            71,821
Retained earnings                                  156,297           151,032
Foreign currency translation adjustments             5,631            (1,313)
                                                  --------          --------
Total stockholders' equity                         235,040           221,697
                                                  --------          --------
                                                  $563,954          $551,372
                                                  ========          ========
* Reclassified for comparative purposes
See notes to consolidated financial statements - 3 - CAPTION TIFFANY & CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands, except per share amounts) For The For The Three Months Ended Six Months Ended July 31, July 31, 1995 1994 1995 1994 Net sales $184,682 $152,257 $334,826 $283,464 Cost of goods sold 88,264 73,336 161,045 137,344 -------- -------- -------- -------- Gross profit 96,418 78,921 173,781 146,120 Selling, general and administrative expenses 83,489 69,520 153,761 130,303 Provision for uncollectible accounts 362 383 696 686 -------- -------- -------- -------- Income from operations 12,567 9,018 19,324 15,131 Other expenses, net 3,222 2,955 6,183 5,771 -------- -------- -------- -------- Income before income taxes 9,345 6,063 13,141 9,360 Provision for income taxes 4,037 2,613 5,673 4,034 -------- -------- -------- -------- Net income $ 5,308 $ 3,450 $ 7,468 $ 5,326 ======== ======== ======== ========= Net income per share: Primary $ 0.33 $ 0.22 $ 0.47 $ 0.34 ======== ======== ======== ========= Fully diluted $ 0.33 $ 0.22 $ 0.47 $ 0.34 ======== ======== ======== ========= Weighted average number of common shares: Primary 15,962 15,895 15,912 15,845 Fully diluted 16,939 16,817 16,927 16,811 See notes to consolidated financial statements.
- 4 -
TIFFANY & CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (in thousands) Foreign Total Additional Currency Stockholders' Common Stock Paid-In Retained Translation Equity Shares Amount Capital Earnings Adjustments ------------- ------ ------ ------- -------- ----------- BALANCES, January 31, 1995 $221,697 15,703 $157 $71,821 $151,032 $(1,313) Issuance of Common Stock 598 19 - 598 - - Exercise of stock options 231 15 - 231 - - Tax benefit from exercise of stock options 107 - - 107 - - Cash dividends on Common Stock (1,101) - - - (1,101) - Foreign currency translation adjustments 7,893 - - - - 7,893 Net income 2,160 - - - 2,160 - ------- ------ ---- ------ -------- ------- BALANCES, April 30, 1995 231,585 15,737 157 72,757 152,091 6,580 ======= ====== ==== ====== ======= ======= Exercise of stock options 113 9 - 113 - - Tax benefit from exercise of stock options 85 - - 85 - - Cash dividends on Common Stock (1,102) - - - (1,102) - Foreign currency translation adjustments ( 949) - - - - ( 949) Net income 5,308 - - - 5,308 - ------- ------ ---- ------ -------- ------- BALANCES, July 31, 1995 $235,040 15,746 $157 $72,955 $156,297 $ 5,631 ======= ====== ==== ====== ======= ======= See notes to consolidated financial statements
- 5 - CAPTION TIFFANY & CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) For the Six Months Ended July 31, 1995 1994* --------- --------- Cash Flows From Operating Activities: Net income $ 7,468 $ 5,326 Adjustments to reconcile net income to net cash provided by/(used in) operating activities: Depreciation and amortization 9,037 7,467 Provision for uncollectible accounts 696 686 Reduction in reserve for product return (50) (343) Provision for inventories 1,310 1,412 Deferred income taxes (1,613) (489) Income tax receivable 7,925 (1,340) Loss on sale of fixed assets 609 - Provision for postretirement/employment benefits 876 1,502 (Increase)/decrease in assets and increase/ (decrease) in liabilities Accounts receivable 10,198 10,065 Inventories (16,610) (19,492) Prepaid expenses (4,999) (2,442) Other assets, net 1,354 (3,595) Accounts payable 5,213 (8,998) Accrued liabilities (563) 1,177 Income taxes payable (6,620) (2,918) Merchandise and other customer credits 503 154 Other long-term liabilities 229 23 -------- -------- Net cash provided by/(used in) operating activities 14,963 (11,805) -------- -------- Cash Flows From Investing Activities: Capital expenditures (15,903) (6,626) Proceeds from sale of fixed assets 82 - Other - (133) -------- -------- Net cash used in investing activities (15,821) (6,759) -------- -------- Cash Flows From Financing Activities: (Decrease)/increase in short-term borrowings (11,736) 22,877 Issuance of Common Stock 598 - Proceeds from exercise of stock options 344 390 Tax benefit from exercise of stock options 192 116 Cash dividends on Common Stock (2,203) (2,194) -------- -------- Net cash (used in)/provided by financing activities (12,805) 21,189 Net (decrease)/increase in cash and short-term investments (13,663) 2,625 Cash and short-term investments at beginning of year 44,318 4,994 -------- -------- Cash and short-term investments at end of six months $ 30,655 $ 7,619 ======== ======== Supplemental Disclosure Of Cash Flow Information: Cash paid during the six months for: Interest expense $ 6,365 $ 7,006 ======== ======== Income taxes (Net of $7,925 Federal income tax refund) $ 5,678 $ 8,551 ======== ======== *Reclassified for comparative purposes
See notes to consolidated financial statements - 6 - TIFFANY & CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements include the accounts of Tiffany & Co. and all majority-owned domestic and foreign subsidiaries (the "Company"). All material intercompany balances and transactions have been eliminated. The statements are without audit and, in the opinion of management, include all adjustments (which include only normal recurring adjustments except for the adjustment necessary as a result of the LIFO method of inventory valuation, which is based on assumptions as to inflation rates and projected fiscal year- end inventory levels) necessary to present fairly the Company's financial position as of July 31, 1995 and the results of operations and cash flows for the interim periods presented. The audited financial statements for January 31, 1995 are presented without accompanying footnotes which are included in the Company's Form 10-K filing. Since the Company's business is seasonal, with a higher proportion of sales and income generated in the last quarter of the fiscal year, the results of operations for the three and six months ended July 31, 1995 and 1994 are not necessarily indicative of the results of the entire fiscal year. 2. INVENTORIES Inventories at July 31, 1995 and January 31, 1995 are summarized as follows: July 31, January 31, 1995 1995 (in thousands) -------- ---------- Finished goods $247,910 $227,412 Raw materials 48,509 38,262 Work in process 6,482 6,869 -------- -------- 302,901 272,543 Reserves (3,203) (2,468) -------- -------- $299,698 $270,075 ======== ======== At July 31, and January 31, 1995, $205,829,000 and $189,943,000, respectively, of inventories were valued using the LIFO method. The excess of such inventories valued at replacement cost over the value based upon the LIFO method was approximately $11,070,000 and $9,770,000 at July 31, 1995 and January 31, 1995, respectively. The LIFO valuation method had the effect of decreasing net income by $0.01 per share, for the three month periods ended July 31, 1995 and 1994, respectively. The LIFO valuation method had the effect of decreasing net income by $0.05 per share for the six month periods ended July 31, 1995 and 1994, respectively. - 7 - 3. REVOLVING CREDIT FACILITY In June 1995, the Company entered into an agreement for a new five-year $130,000,000 multicurrency revolving credit facility which replaced a $100,000,000 revolving credit facility and yen 2,500,000,000 ($28,275,000) non-collateralized line of credit, both of which expired in July 1995. The new syndicated facility entitles the Company to borrow up to $25,000,000 on a pro-rata, non-collateralized basis from each of four banks and up to $30,000,000 from the agent bank at interest rates based upon a prime rate or reserve adjusted LIBOR. 4. EARNINGS PER SHARE Primary earnings per common share data has been computed by dividing net income by the weighted average number of shares outstanding during the period, including dilutive stock options. Fully diluted earnings per common share has been computed by dividing net income, after giving effect to the elimination of interest expense and bond amortization fees, net of income tax effect, applicable to the convertible subordinated debentures, by the weighted average number of shares outstanding including dilutive stock options and the assumed conversion of the subordinated debentures using the "if converted" method. 5. SUBSEQUENT EVENT On August 21, 1995, Tiffany's Board of Directors declared a quarterly dividend of $0.07 per common share. This dividend will be paid on October 10, 1995 to stockholders of record on September 20, 1995. - 8 - PART I. FINANCIAL INFORMATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Company operates three channels of distribution: U.S. Retail includes retail sales in Company-operated stores in the U.S. and wholesale sales to independent retailers in North America; Direct Marketing includes corporate (business-to-business) and catalog sales; and International Retail includes retail sales through Company-operated stores and boutiques, corporate sales, and wholesale sales to independent retailers and distributors in Asia-Pacific, Europe, Canada and the Middle East. Net sales increased 21% in the three months (second quarter) ended July 31, 1995 and rose 18% in the six months (first half) ended July 31, 1995. Sales by channel of distribution were as follows: Three months ended Six months ended July 31, July 31, (in thousands) 1995 1994 1995 1994 -------------------- ------- -------- -------- -------- U.S. Retail $ 82,140 $ 67,794 $143,909 $125,018 Direct Marketing 20,357 20,681 39,120 39,488 International Retail 82,185 63,782 151,797 118,958 ------- ------- -------- -------- $184,682 $152,257 $334,826 $283,464 ======= ======== ======== ======== U.S. Retail sales increased 21% in the second quarter and 15% in the first half. Comparable store sales rose 15% in the second quarter and 12% in the first half. New York retail sales increased 13% and 10% in the second quarter and first half, while comparable branch store sales rose 17% and 14% in the second quarter and first half. The sales increases resulted largely from a greater number of retail transactions, primarily by local-resident customers and, to a lesser extent, purchases by foreign tourists. Strong performances by the Company's newer U.S. stores in Oak Brook, Maui and White Plains contributed to the overall U.S. Retail sales increase. Direct Marketing sales declined 2% in the second quarter and 1% in the first half. Increased catalog circulation and a higher number of orders contributed to catalog sales increases of 16% in the second quarter and 14% in the first half. However, corporate division sales declined 11% in the second quarter and 8% in the first half, reflecting continued cautious spending by the corporate division's customers. International Retail sales increased 29% and 28% in the second quarter and first half. The increases resulted from comparable store sales increases in Japan (the Company's largest international market) of 11% in yen in both the second quarter and first half, sales growth in other Asia-Pacific markets and Europe, and the translation effect of a weak U.S. dollar on sales made in foreign currencies, especially in Japanese yen. Management believes the Company's results in Japan have benefitted from merchandising and marketing initiatives, as well as from favorable consumer response to price reductions made in Japan in October 1993 and June 1994. - 9 - The Company's reported sales and earnings results benefit from a strengthening Japanese yen and are adversely affected by a strengthening U.S. dollar. The Company maintains a foreign currency hedging program for merchandise purchase transactions initiated from Japan in order to reduce the potential negative impact on the Company's financial results of a significant strengthening of the U.S. dollar against the yen. The Company's pretax expense related to its hedging program was $238,000 in 1995's second quarter and $490,000 in the first half, compared with $182,000 and $366,000 in the respective 1994 periods. Gross margin (gross profit as a percentage of net sales) of 52.2% in the second quarter and 51.9% in the first half compared with 51.8% and 51.5% in the comparable 1994 periods. The increases were primarily attributable to favorable shifts in sales mix toward the Company's retail businesses, particularly Japan, that achieve gross margins above the Company's average. Operating expenses (selling, general and administrative expenses and the provision for uncollectible accounts) increased 20% in the second quarter and 18% in the first half over the corresponding 1994 periods. The increases were largely due to: incremental occupancy, staffing and marketing expenses related to the Company's worldwide expansion program; the weakened U.S. dollar and its effect on the translation of overseas operating expenses into U.S. dollars; and sales-related variable expenses (including selling fees paid to department stores in Japan). As a percentage of net sales, the operating expense ratio in the second quarter improved to 45.4% in 1995 versus 45.9% in 1994, and improved in 1995's first half to 46.1% compared with 46.2% in the corresponding 1994 period. The above factors led to net income increasing 54% to $5,308,000, or $0.33 per share, in the second quarter and increasing 40% to $7,468,000, or $0.47 per share, in the first half. FINANCIAL CONDITION Management believes that the Company's financial condition at July 31, 1995 provides sufficient liquidity and resources to support current business activity and planned expansion. Working capital and the current ratio were $247,311,000 and 2.5:1 at July 31, 1995 compared with $237,336,000 and 2.4:1 at January 31, 1995. Inventories (which represent the largest component of working capital) at July 31, 1995 were 11% higher than at January 31, 1995. A significant portion of the increase was due to the weakened U.S. dollar and its effect on the translation of overseas inventories into U.S. dollars and, to a lesser extent, to merchandise purchases to support sales growth, new stores and expanded product offerings. Inventory turnover was 1.0 times at July 31, 1995 and 0.9 times at January 31, 1995. The Company's objective is to continue to improve inventory performance through: refinement of replenishment systems; merchandising management's focus on the specialized disciplines of product development, assortment planning and inventory management; improving the presentation and management of display inventories in each store; and assortment editing by product category. - 10 - Capital expenditures were $15,903,000 in 1995's first half, compared with $6,626,000 in 1994's first half. The increase was related to the opening and/or renovation of retail stores, as well as relocations and/or renovations of certain administrative and manufacturing facilities. Based on current expansion plans, the Company expects capital expenditures in fiscal 1995 will be approximately $30,000,000, compared with $18,977,000 in fiscal 1994. The Company incurred a net cash inflow from operating activities of $14,963,000 in the first half of 1995, compared with an outflow of $11,805,000 in 1994's first half. Net-debt (short-term borrowings and long-term debt, less cash and short-term investments) and the ratio of net-debt to total capital (net-debt and stockholders' equity) was $126,840,000 and 35% at July 31, 1995 compared with $117,878,000 and 35% at January 31, 1995. In addition, the Company had a long-term trade payable of yen 2,750,000,000 ($31,103,000) at July 31, 1995 and yen 2,750,000,000 ($27,591,000) at January 31, 1995 which relates to certain merchandise repurchased in 1993 as part of the Company's realignment of its Japan business and is payable to Mitsukoshi Ltd. on February 28, 1998. It is management's goal, on an annual basis, to improve inventory turnover and generate excess cash flow to reduce the ratio of net- debt to total capital. The Company's sources of working capital are internally generated cash flow and funds available under a five-year, $130,000,000 multicurrency revolving credit facility established in June 1995 to replace a $100,000,000 revolving credit facility and a yen 2,500,000,000 ($28,275,000) non-collateralized line of credit. Management anticipates that internally generated funds and funds available under the new facility will be sufficient to support the Company's planned worldwide business expansion, as well as seasonal working capital increases typically required during the third and fourth quarters of each year. In August 1995, the Company entered into a lease agreement for a 270,000 square foot distribution, office and manufacturing facility which will consolidate its existing New Jersey facilities. Under the terms of the agreement, the Company's operating lease commitment will approximate $3,700,000 annually over a 12-year period expected to begin in late 1996. The Company's business is seasonal in nature, with the fourth quarter typically representing a proportionally greater percentage of annual sales, income from operations, net income and cash flow. Management expects such seasonality to continue in the future. - 11 - PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security-Holders At Registrant's Annual Meeting of Stockholders held on May 18, 1995 each of the nominees listed below was elected a director of Registrant to hold office until the next annual meeting of the stockholders and until his or her respective successor has been elected and qualified. Tabulated with the name of each of the nominees elected is the number of Common shares cast for each nominee and the number of Common shares withholding authority to vote for each nominee. There were no broker non-votes or abstentions with respect to the election of directors. Nominee Voted For Withholding Authority William R. Chaney 14,684,332 37,659 Jane Dudley 14,674,076 47,915 Samuel L. Hayes III 14,675,028 46,963 Michael J. Kowalski 14,685,669 36,322 Charles K. Marquis 14,685,361 36,630 James E. Quinn 14,685,649 36,642 Yoshiaki Sakakura 14,508,887 213,104 William A. Shutzer 14,685,126 36,856 Geraldine Stutz 14,674,849 47,142 At such meeting, the stockholders approved the appointment of Coopers & Lybrand L.L.P. as independent auditors of the Company's fiscal 1995 financial statements. With respect to such appointment, 14,700,862 shares were voted to approve, 16,066 shares were voted against, and 5,063 shares abstained from voting. There were no broker non-votes with respect to the approval of the appointment of Coopers & Lybrand L.L.P. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10.116 Credit Agreement dated as of June 26, 1995 by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, The Bank of New York, as Issuing Bank and as Swing Line Lender, The Bank of New York, as Arranging Agent and The Bank of New York as Administrative Agent. 10.117 Lease Agreement dated as of August 1, 1995 by and among Fidelity Bank, National Association, not in its individual capacity, but solely as the trustee under that certain Trust Agreement 1995-1 dated as of July 1, 1995, as Owner- Lessor and Tiffany and Company, a New York corporation, as Lessee. - 12 - 10.118 Construction Agency Agreement dated as of August 1, 1995 by and between Tiffany and Company, a New York corporation and First Fidelity Bank, National Association, a national banking association, not in its individual capacity but solely as trustee pursuant to a Trust Agreement 1995-1 dated as of July 1, 1995, for design and construction of improvements on certain land in Parsippany, New Jersey. 11 Statement re Computation of Per Share Earnings. (b) Reports on Form 8-K NONE SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TIFFANY & CO. (Registrant) Date: September 13, 1995 By: /s/ James N. Fernandez James N. Fernandez Senior Vice President - Finance and Chief Financial Officer (principal financial officer) - 13 - EXHIBIT INDEX Exhibit Number 10.116 Credit Agreement dated as of June 26, 1995 by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, The Bank of New York, as Issuing Bank and as Swing Line Lender, The Bank of New York, as Arranging Agent and The Bank of New York as Administrative Agent. 10.117 Lease Agreement dated as of August 1, 1995 by and among Fidelity Bank, National Association, not in its individual capacity, but solely as the trustee under that certain Trust Agreement 1995-1 dated as of July 1, 1995, as Owner-Lessor and Tiffany and Company, a New York corporation, as Lessee. 10.118 Construction Agency Agreement dated as of August 1, 1995 by and between Tiffany and Company, a New York corporation and First Fidelity Bank, National Association, a national banking association, not in its individual capacity but solely as trustee pursuant to a Trust Agreement 1995-1 dated as of July 1, 1995, for design and construction of improvements on certain land in Parsippany, New Jersey. 11 Statement re Computation of Per Share Earnings. CAPTION Item 6. TIFFANY & CO. AND SUBSIDIARIES EXHIBIT 11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (Unaudited) (in thousands, except per share data) For The For The Three Months Ended Six Months Ended July 31, July 31, 1995 1994 1995 1994 ------- ------- ------- ------- PRIMARY EARNINGS PER SHARE: Net income on which primary earnings per share are based $ 5,308 $ 3,450 $ 7,468 $ 5,326 ======= ======= ======= ======= Weighted average number of common shares 15,752 15,674 15,740 15,669 Add: Weighted average effect of the exercise of stock options 210 221 172 176 ------- ------- ------- ------- Weighted average number of shares on which primary earnings are based 15,962 15,895 15,912 15,845 ======= ======= ======= ======= Primary net income per common share $ 0.33 $ 0.22 $ 0.47 $ 0.34 ======= ======= ======= ======= FULLY DILUTED EARNINGS PER SHARE: Net income on which primary earnings per share are based $ 5,308 $ 3,450 $ 7,468 $ 5,326 Add: Interest and fees on convertible subordinated debt, net of applicable income taxes 428 494 870 988 ------- ------- ------- ------- Net income on which fully diluted earnings per share are based $ 5,736 $ 3,944 $ 8,338 $ 6,314 ======= ======= ======= ======= Weighted average number of common shares used in calculating fully diluted earnings per share 16,046 15,924 16,034 15,918 Add: Shares assumed upon conversion of convertible debt, using the "if converted" method 893 893 893 893 ------- ------- ------- ------- Weighted average number of shares used in calculating fully diluted earnings per share 16,939 16,817 16,927 16,811 ======= ======= ======= ======= Fully diluted net income per common share $ 0.33 $ 0.22 $ 0.47 $ 0.34 ======= ======= ======= ======= NOTE: In anticipation of the 6 3/8% Convertible Subordinated Debenture's dilutive effect in the fourth quarter, fully diluted earnings per share reflects the weighted average number of common shares outstanding under the "if converted" method which assumes conversion as of the bond issuance date of the Debentures. The "if converted" method resulted in fully diluted earnings per share equal to primary earnings per share for the three and six months ended July 31, 1995 and 1994.






                         CREDIT AGREEMENT


                           by and among


                          TIFFANY & CO.,

                       TIFFANY AND COMPANY,
                   TIFFANY & CO. INTERNATIONAL,
              THE SUBSIDIARY BORROWERS PARTY HERETO,

                    THE LENDERS PARTY HERETO,

                      THE BANK OF NEW YORK,
            as Issuing Bank and as Swing Line Lender,


                      THE BANK OF NEW YORK,
                       as Arranging Agent,


                               and


                      THE BANK OF NEW YORK,
                     as Administrative Agent






                           $130,000,000




                    Dated as of June 26, 1995














                                                                1





     Credit  Agreement, dated as of  June 26, 1995,  by and among
Tiffany & Co., a Delaware corporation (the "Parent"), Tiffany and
Company,  a  New  York  corporation ("Tiffany"),  Tiffany  &  Co.
International, a Delaware corporation  ("Tiffany International"),
each Subsidiary Borrower which is a signatory hereto or becomes a
party  hereto pursuant  to the  provisions  of Section  2.23, the
Lenders  party hereto, The Bank  of New York  ("BNY"), as Issuing
Bank and as Swing Line Lender,  BNY, as Arranging Agent (in  such
capacity, the "Arranging Agent") and BNY, as Administrative Agent
(in such capacity, the "Administrative Agent").


I.   DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

     A.   Definitions

          When  used herein,  each of  the following  terms shall
have  the  meaning ascribed  thereto  unless  the context  hereof
otherwise specifically requires:

          "ABR Advances": the Loans  (or any portions thereof) at
such  time as  they  (or such  portions)  are made  and/or  being
maintained  at a rate of  interest based upon  the Alternate Base
Rate; each an "ABR Advance".

          "Accountants": Coopers & Lybrand, or such other firm of
independent  certified public accountants  of recognized national
standing as shall be  selected by the Parent and  reasonably sat-
isfactory to the Administrative Agent.

          "Accumulated Funding Deficiency": as defined in Section
302 of ERISA.

          "Acquisition": with respect to any Person, the purchase
or  other acquisition  by such  Person, by  any means  whatsoever
(including  by  devise,  bequest,  gift, through  a  dividend  or
otherwise), of (a) Stock  of, or other equity securities  of, any
other Person if, immediately  thereafter, such other Person would
be either a  consolidated subsidiary of such  Person or otherwise
under the control of such Person, (b) any business, going concern
or division or  segment thereof, or (c) the Property of any other
Person other than  in the ordinary course of  business, provided,
however, that no  acquisition of substantially all of the assets,
or any division or segment, of such other Person  shall be deemed
to be in the ordinary course of business.

          "Advance": an ABR Advance, a Eurodollar Advance, a Core
Currency Euro Advance or a Swing Line Negotiated Rate Advance, as
the case may be.

          "Adverse Tax Position": as defined in Section 2.13(g).


                                                                2





          "Affiliate": with respect to any Person at any time and
from  time to time, any  other Person (other  than a consolidated
subsidiary  of such Person) which, at such time (a) controls such
Person, or  (b) is under  common control  with such Person.   The
term  "control", as used in  this definition with  respect to any
Person,  means the power, whether direct, or indirect through one
or more intermediaries, to  direct or cause the direction  of the
management  and  policies of  such  Person,  whether through  the
ownership of voting securities or other interests, by contract or
otherwise.

          "Aggregate Commitments":  on any  date, the sum  of all
Commitments on such date.

          "Aggregate  Credit Exposure":  as  of any  date of  de-
termination,  the sum  of  (i) the  outstanding principal  amount
(determined  on  the basis  of  the  Dollar Equivalent  for  each
outstanding Alternate Currency Loan) of the Loans  of all Lenders
plus (ii) an amount equal to the Letter of Credit Exposure.

          "Agreement": this Credit Agreement,  as the same may be
amended, supplemented or otherwise modified from time to time.

          "Alternate  Base Rate": on any date, a rate of interest
per annum  equal to the higher  of (i) the Federal  Funds Rate in
effect on such date plus 1/2 of 1% or (ii) the BNY Rate in effect
on such date.

          "Alternate  Currency": any  Core  Currency (other  than
Dollars) or Non-Core Currency.

          "Alternate  Currency Bid  Loan": each Bid  Loan denomi-
nated in an Alternate Currency.

          "Alternate  Currency Equivalent":  with respect  to any
Alternate  Currency, on   any date of  determination thereof, the
amount of  such Alternate Currency which could  be purchased with
the  amount of Dollars involved  in such computation  at the spot
rate  at which  such  Alternate Currency  may  be exchanged  into
Dollars  as set  forth on  such date on  (i) Reuters  pages MGTY,
MGTX, SCNY  or BNMX  or (ii) Dow  Jones Telerate pages  262, 264,
265, 266 or 9993 (or  any successor pages) or, if such  rate does
not appear on such  pages, at the spot exchange rate  therefor as
determined by the  Administrative Agent as of  11:00 A.M. (London
time) on such date  of determination thereof for delivery  (x) in
the case of  an exchange  of Canadian Dollars  into Dollars,  one
Business Day later and (y) in all other  cases, two Business Days
later.  In the event  that, on any date of determination,  a spot
rate  for an individual Alternate Currency appears on both a page
of Reuters set  forth above and a page of  Dow Jones Telerate set
forth above, the Alternate  Currency Equivalent of such Alternate
Currency shall be the arithmetic mean of such spot rates.

                                                                3





          "Alternate  Currency  Loan":  any   Alternate  Currency
Revolving Loan,  Alternate Currency Bid  Loan, Alternate Currency
Negotiated  Rate  Loan, Alternate  Currency  Swing  Line Loan  or
Individual Currency Loan.

          "Alternate   Currency   Negotiated  Rate   Loan":  each
Negotiated Rate Loan denominated in an Alternate Currency.

          "Alternate  Currency  Revolving  Loan": each  Revolving
Loan denominated in a Core Currency (other than Dollars).

          "Alternate Currency Swing  Line Loan": each Swing  Line
Loan denominated in a Core Currency (other than Dollars).

          "Applicable":  with  respect  to  Regulation   D  being
applicable to any determination  of a Core Currency Euro  Rate or
an Individual Currency Rate, that  Regulation D reserves would be
applicable  to the Core  Currency Euro Advance  or the Individual
Currency Loan, as the case may be, as to which such interest rate
would apply  (including by giving  effect to the  assumption that
the applicable Lender had funded  such Core Currency Euro Advance
or such Individual Currency Loan, as the case may be, through the
purchase of a  Core Currency or a Non-Core  Currency, as the case
may be,  deposit by a subsidiary  or affiliate of  such Lender in
the  London interbank  market and  the transfer  thereof  to such
Lender from such subsidiary or affiliate).

          "Applicable Currency":

          (a)  With respect  to any Revolving Loan  or Swing Line
Loan  for any  applicable  Borrower, Dollars  and each  Available
Alternate Currency which is a Core Currency as follows:

               (i)  in the case of Dollars: a Domestic Borrower,

               (ii) in  the case  of  French  Francs: the  French
               Borrower,

               (iii)     in  the case of German Marks: the German
               Borrower,

               (iv) in the  case  of Japanese  Yen: the  Japanese
               Borrower, and

               (v)  in the case of  Sterling Pounds: the Sterling
               Borrower.

          (b)  With  respect   to  any  Bid  Loan,  the  Currency
specified  by the applicable Borrower in its Bid Request for such
Bid Loan.

          (c)  With  respect to  any  Negotiated  Rate Loan,  the

                                                                4





Currency specified  in the Negotiated Rate  Confirmation for such
Negotiated Rate Loan.

          (d)  With respect to  any Individual Currency  Loan for
any applicable Borrower, each Available  Alternate Currency which
is a Non-Core Currency as follows:

               (i)  in  the  case   of  Australian  Dollars:  the
               Australian Borrower,

               (ii) in the case of Canadian Dollars: the Canadian
               Borrower,

               (iii)     in  the case of  Hong Kong  Dollars, the
               Hong Kong Borrower,

               (iv) in  the case  of  Italian  Lira: the  Italian
               Borrower,

               (v)  in  the   case  of  Korean  Won:  the  Korean
               Borrower,

               (vi) in  the   case  of  Malaysian   Ringgit:  the
               Malaysian Borrower,

               (vii)     in  the  case   of  Mexican  Pesos:  the
               Mexican Borrower,

               (viii)    in  the case  of  Philippine Pesos:  the
               Philippine Borrower,

               (ix) in  the  case  of  Singaporean  Dollars:  the
               Singaporean Borrower,

               (x)  in  the  case  of  Swiss  Francs:  the  Swiss
               Borrower,

               (xi) in  the  case  of  New  Taiwan  Dollars:  the
               Taiwanese Borrower, and

               (xii)     in  the case  of  Thai  Baht:  the  Thai
               Borrower.

          "Applicable Lending Office": (i) as to any Lender, with
respect to Revolving Loans in  any Core Currency, initially,  the
office,  branch or  affiliate of such  Lender designated  as such
Lender's lending office for Revolving Loans in such Core Currency
on  Exhibit R,  and  thereafter,  such other  office,  branch  or
affiliate  of such  Lender through  which it  shall be  making or
maintaining Revolving Loans in such Core Currency, as reported by
such Lender to the  Administrative Agent and the Parent,  (ii) as
to the Swing Line Lender, with respect to Swing Line Loans in any

                                                                5





Core Currency, initially, the office, branch or affiliate of such
Lender designated as the  Swing Line Lender's lending office  for
such Swing Line  Loans in  such Core Currency  on Exhibit R,  and
thereafter, such other office,  branch or affiliate of  the Swing
Line Lender through which it shall be making or maintaining Swing
Line Loans  in such Core Currency, as  reported by the Swing Line
Lender  to the Administrative Agent  and the Parent,  (iii) as to
any Lender, with  respect to  any Bid Loan,  the lending  office,
branch  or affiliate of  such Lender designated  as such Lender's
lending office  for such Bid Loan  in its Bid for  such Bid Loan,
(iv)  as to any Lender, with respect to Individual Currency Loans
in  any  Non-Core  Currency,  initially, the  office,  branch  or
affiliate of such Lender designated as  such Lender's lending of-
fice for such Individual Currency Loans in such Non-Core Currency
on  Exhibit R,  and  thereafter,  such other  office,  branch  or
affiliate  of such  Lender through  which it  shall be  making or
maintaining Individual Currency Loans  in such Non-Core Currency,
as  reported by such Lender  to the Administrative  Agent and the
Parent, and (v)  as to any Lender, with respect to any Negotiated
Rate Loan, the lending office, branch or affiliate of such Lender
designated as  such Lender's  lending office for  such Negotiated
Loan in the Negotiated Rate Confirmation for such Negotiated Rate
Loan.

          "Applicable Margin":  (i) with  respect  to the  unpaid
principal amount  of ABR Advances, the  applicable percentage set
forth below in the column entitled "Applicable Margin for ABR Ad-
vances" and (ii) with  respect to the unpaid principal  amount of
Eurodollar Advances,  Core Currency Euro Advances  and Individual
Currency Loans, the applicable percentage  set forth below in the
column entitled "Applicable  Margin for Eurodollar/Core  Currency
Euro Advances/Individual Currency Loans":

Applicable Margin for Eurodollar Advances/Core Applicable Currency Euro Margin for Advances/ ABR Individual Currency Pricing Level Advances Loans ----------------- -------------- -------------------- Pricing Level I 0% 0.2000% Pricing Level II 0% 0.2700% Pricing Level III 0% 0.2750% Pricing Level IV 0% 0.4000% Pricing Level V 0% 0.4000%
6 "Applicable Payment Office": in the case of: (i) the Administrative Agent, (x) in respect of all Loans (other than Alternate Currency Loans), Letters of Credit designated in Dollars, fees and other amounts owing under this Agreement, the office of the Administrative Agent listed in Exhibit Q as its "Domestic Payment Office", and (y) in respect of Alternate Currency Loans and Letters of Credit designated in Alternate Currencies, the office of the Administrative Agent listed in Exhibit Q as its payment office for the applicable Alternate Currency, or such other office or offices as the Administrative Agent may from time to time hereafter designate in writing as such to the Parent, each Lender and each Bor- rower; (ii) the Swing Line Lender, in respect of each Swing Line Loan, the office of the Swing Line Lender listed in Exhibit R as the payment office for the applicable Core Currency in which such Swing Line Loan is made or such other office or offices as the Swing Line Lender may from time to time hereafter designate in writing as such to the Administrative Agent, the Parent and each Swing Line Borrower; (iii) any other Lender, (w) in respect of each Revolving Loan, the office of such Lender listed in Exhibit R as its payment office for the applicable Core Currency or such other office or offices as such Lender may from time to time hereafter desig- nate in writing as such to the Administrative Agent, the Parent and each Borrower, (x) in respect of each Individual Currency Loan, the of- fice of such Lender listed in Exhibit R as its payment office for the applicable Non-Core Currency or such other office or offices as such Lender may from time to time hereafter designate in writing as such to the Administrative Agent, the Parent and each Borrower, (y) in respect of each Bid Loan, the office of such Lender listed in such Lender's Bid for such Bid Loan, and (z) in respect of each Negotiated Rate Loan, the office of such Lender listed in the Negotiated Rate Confirmation for such Negotiated Rate Loan; and (iv) the Issuing Bank, in respect of each Letter of Credit, the office of the Issuing Bank listed in Exhibit R as the payment office for the applicable Currency in which such Letter of Credit is issued 7 or such other office or offices as the Issuing Bank may from time to time hereafter designate in writing as such to the Administrative Agent and the Parent. "Assignment and Acceptance Agreement": an assignment and acceptance agreement executed by an assignor and an assignee pursuant to which the assignor assigns to the assignee all or any portion of such assignor's Loans, Commitment, Individual Currency Commitments and other rights and obligations under the Loan Documents, substantially in the form of Exhibit D. "Assignment Fee": as defined in Section 11.7(b). "Australian Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Australia and which shall become a Borrower pursuant to Section 2.23 hereof. "Australian Dollars": freely transferable lawful money of Australia. "Availability Percentage": with respect to any Lender at any time, a percentage equal to a fraction (x) the numerator of which is (A) the Commitment of such Lender, minus (B) the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding from such Lender (de- termined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (II) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (III) the SL/LC Credit Exposure of such Lender, and (y) the denominator of which is (A) the Aggregate Commitments, minus (B) the sum of (I) the outstanding principal balance of all Revolving Loans (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (II) the outstanding principal balance of all Individual Currency Loans (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (III) the outstanding principal balance of all Swing Line Loans, plus (IV) the Letter of Credit Exposure. 8 "Available Alternate Currency": each Alternate Currency except to the extent that the Administrative Agent has given notice to the Parent pursuant to Section 2.14(a) (which notice has not been rescinded by the Administrative Agent) that one or more Alternate Currencies are no longer available as determined by it in its sole discretion. "Benefited Lender": as defined in Section 11.9. "Bid": an offer by a Lender to a Borrower, in the form of Exhibit H, to make a Bid Loan. "Bid Accept/Reject Letter": a notification made by the applicable Borrower pursuant to Section 2.11 in the form of Exhibit I. "Bid Interest Period": as to any Bid Loan, the period commencing on the date of such Bid Loan, and ending on the date requested in the Bid Request with respect to such Bid Loan, which shall not be earlier than 7 days after the date of such Bid Loan or later than 180 days after the date of such Bid Loan; provided, however, that (i) if any Bid Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such next succeeding Business Day would be a date on or after the Maturity Date in which case such Interest Period shall end on the next preceding Business Day and (ii) no Borrower shall select a Bid Interest Period which shall end after the Maturity Date. "Bid Loan": each loan from a Lender to a Borrower pursuant to Section 2.11. "Bid Loan Confirmation": a confirmation by the Ad- ministrative Agent to a Lender of the acceptance by the ap- plicable Borrower of any Bid (or Portion thereof) made by such Lender, substantially in the form of Exhibit J. "Bid Rate": as defined in Section 2.11(b). "Bid Request": a request by a Borrower, in the form of Exhibit F, for Bids. "Bid Submission Deadline": as defined in Section 2.11(b). "BNY Rate": a rate of interest per annum equal to the rate of interest publicly announced in New York City by BNY from time to time as its prime commercial lending rate, such rate to be adjusted automatically (without notice) on the effective date of any change in such publicly announced rate. "Borrower Addendum": an Addendum to this Agreement in 9 the form of Exhibit B pursuant to which a Subsidiary of the Parent may become a Subsidiary Borrower pursuant to the provi- sions of Section 2.23. "Borrowers": collectively, Tiffany, Tiffany Inter- national and the Subsidiary Borrowers; each a "Borrower". "Borrowing Date": (i) in respect of Revolving Loans, any Business Day on which the Lenders shall make Revolving Loans to a Borrower pursuant to a Notice of Borrowing or pursuant to a Mandatory Borrowing, (ii) in respect of Bid Loans, any Business Day on which a Lender shall make a Bid Loan to a Borrower pursuant to a Bid Request, (iii) in respect of Swing Line Loans, any Business Day on which the Swing Line Lender shall make a Swing Line Loan to a Swing Line Borrower pursuant to a Notice of Borrowing, (iv) in respect of Negotiated Rate Loans, any Business Day on which a Lender shall make a Negotiated Rate Loan to a Borrower pursuant to a Negotiated Rate Confirmation, (v) in respect of Individual Currency Loans, any Business Day on which a Lender shall make an Individual Currency Loan to a Borrower pursuant to a Notice of Borrowing, and (vi) in respect of Letters of Credit, any Business Day on which the Issuing Bank issues a Letter of Credit to a Letter of Credit Applicant pursuant to a Letter of Credit Request. "Borrowing/Issuance Period": as defined in Section 2.7(b)(ii). "Business Day": (i) for all purposes (other than as covered by clauses (ii) and (iii) below), any day except Saturday, Sunday or a day which in New York City is a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, a Eurodollar Advance, a Core Currency Euro Advance or an Alternate Currency Swing Line Loan, any day which is a Business Day described in clause (i) above, is a day for trading by and between banks in the London interbank market and which is not a legal holiday or a day on which banking institutions are au- thorized or required by law or other government action to close in the country in which the principal office of the applicable Borrower is located, and (iii) with respect to all notices and determinations in connection with, and payments of principal and interest on, an Alternate Currency Bid Loan, an Alternate Currency Negotiated Rate Loan, an Individual Currency Loan or a Letter of Credit designated in an Alternate Currency, any day which is a Business 10 Day described in clause (i) above, is a day for trading by and between banks in the London interbank market and which is not a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in the country in which (x) the principal office of the applicable Borrower is located and (y) the Applicable Lending Office and Applicable Payment Office of the applicable Lender is located. "Canadian Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Canada and which shall become a Borrower pursuant to Section 2.23 hereof. "Canadian Dollars": freely transferable lawful money of Canada. "Change of Control": (i) any "Person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the rules and regulations issued thereunder, as from time to time in effect) is or shall become the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 thereunder), directly or indirectly, of more than 50%, on a fully diluted basis, of the voting and economic interests of the Parent, or (ii) the Board of Directors of the Parent shall cease to consist of a majority of Continuing Directors. "Code": the Internal Revenue Code of 1986, as the same may be amended from time to time, or any successor thereto, and the rules and regulations issued thereunder, as from time to time in effect. "Commitment": with respect to each Lender, the amount set forth opposite such Lender's name in Exhibit A-1 directly below the column entitled "Commitment", as the same may be (x) reduced from time to time pursuant to Section 2.9 or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 11.7 or increases pursuant to Section 11.1. "Commitment Percentage": as to any Lender, the per- centage set forth opposite the name of such Lender in Exhibit A-1 under the heading "Commitment Percentage", as such percentage may be (x) reduced from time to time pursuant to Section 2.9 or (y) adjusted from time to time as a result of assignments to or from such Lender of its Commitment pursuant to Section 11.7 or increases in the Aggregate Commitments pursuant to Section 11.1. "Commitment Period": the period from the Effective Date until the Expiration Date. 11 "Compliance Certificate": a certificate in the form of Exhibit M. "Consolidated": the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP. "Consolidated Capitalization": as of any date, total stockholder's equity of the Parent and its Subsidiaries on a Consolidated basis on such date (without giving effect to foreign currency translation adjustments, except to the extent such adjustments are in excess of $10,000,000 (whether positive or negative)) plus Total Debt on such date. "Contingent Obligation": as to any Person (the "sec- ondary obligor"), any obligation of such secondary obligor (a) guaranteeing or in effect guaranteeing any return on any Invest- ment made by another Person, or (b) guaranteeing or in effect guaranteeing any Indebtedness, lease, dividend or other obli- gation ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, includ- ing any obligation of such secondary obligor, whether contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the beneficiary of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (iv) otherwise to assure or hold harmless the beneficiary of such primary obligation against loss in respect thereof, and (v) in respect of the Indebtedness of any partnership in which such secondary obligor is a general partner, except to the extent that such Indebtedness of such partnership is nonrecourse to such secondary obligor and its separate Property; provided, however, that the term "Contingent Obliga- tion" shall not include (i) the indorsement of instruments for deposit or collection in the ordinary course of business and (ii) guaranties by the Parent or any Subsidiary of the Parent of the primary obligations of any other Subsidiary of the Parent incurred in the ordinary course of business of such other Subsidiary; and provided, further, that the amount of any such Contingent Obligation shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of such primary obligation and (b) the maximum amount for which such secondary obligor may be liable pursuant to the terms of the agreement embodying such Contingent Obligation unless such primary obligation and the maximum amount for which such secondary obligor may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be such secondary obligor's maximum reasonably anticipated liability in 12 respect thereof as determined by such secondary obligor in good faith. "Continuing Directors": the directors of the Parent on the Effective Date and each other director, if such director's nomination for election to the Board of Directors of the Parent is recommended by a majority of the then Continuing Directors. "Conversion Date": the date on which (i) a Eurodollar Advance is converted to an ABR Advance, (ii) the date on which an ABR Advance is converted to a Eurodollar Advance, (iii) the date on which a Eurodollar Advance is converted to a new Eurodollar Advance and (iv) the date on which a Core Currency Euro Advance is converted to a new Core Currency Euro Advance. "Core Currencies": Dollars, French Francs, German Marks, Japanese Yen and Sterling Pounds (each, a "Core Cur- rency"), and such other currencies as shall be requested by the Parent to be a Core Currency hereunder subject to the approval of all of the Lenders in their sole and absolute discretion. "Core Currency Borrowers": with respect to Revolving Loans, the Domestic Borrowers, the German Borrower, the French Borrower, the Japanese Borrower and the Sterling Borrower; each a "Core Currency Borrower". "Core Currency Euro Advances": collectively, the Re- volving Loans (or any portions thereof) at such time as they (or such portions) are maintained and/or being maintained in a Core Currency (other than Dollars) at a rate of interest based upon a Core Currency Euro Rate; each a "Core Currency Euro Advance". "Core Currency Euro Rate": with respect to each day during each Interest Period applicable to any Core Currency Euro Advance, a rate of interest per annum determined by dividing (and then rounding to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, then to the next higher 1/16 of 1%): (a) (i) the rate per annum that appears on page 3740 or 3750 of the Dow Jones Telerate Screen (or any successor page) for deposits of the applicable Core Currency with a matu- rity comparable to such Interest Period, determined as of 11:00 A.M. (London time) (x) on the date which is two Business Days prior to the commencement of such Interest Period, in the case of a Core Currency (other than Sterling Pounds) and (y) on the date of the commencement of such Interest Period, in the case of Ster- ling Pounds or, if such rate does not appear on page 3740 or 3750 of the Dow Jones Telerate Screen (or any successor page) or (ii) the rate per annum equal to the offered quotation notified to the Administrative Agent by the Reference Lender as the offered quotation by first class banks in the London interbank market to the Reference Lender for such Core Currency deposits of amounts 13 in immediately available funds comparable to the principal amount of such Core Currency Euro Advance of the Reference Lender with a maturity comparable to such Interest Period determined as of 11:00 A.M. (London time) (x) on the date which is two Business Days prior to the commencement of such Interest Period, in the case of a Core Currency (other than Sterling Pounds) and (y) on the date of the commencement of such Interest Period, in the case of Sterling Pounds, by (b) a number equal to 1.00 minus the aggregate of the stated maximum rates in effect on such day (without duplication) of all reserve requirements (including marginal, emergency, supplemental and special reserves) and similar charges, expressed as a decimal, established by any Governmental Authority, including those established by the Board of Governors of the Federal Reserve System and any other banking authority to which BNY and other major United States money center banks are subject in respect of eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of the Board of Governors of the Federal Reserve System) maintained by a member of the Federal Reserve System with deposits exceeding $1 billion in respect of eurodollar currency funding liabilities, to the extent Applicable; provided, in the event that the Administrative Agent has made any determination pursuant to Section 2.14(a)(i) in respect of such Core Currency Euro Advance, the Core Currency Euro Rate determined pursuant to clause (a) of this definition shall instead be the rate reported to the Administrative Agent by the Reference Lender as the rate based on the all-in cost of funds of the Reference Lender to fund such Core Currency Euro Advance with a maturity comparable to such Interest Period. "Credit Exposure": with respect to any Lender at any time, the sum of (i) the outstanding principal balance of all Loans (other than Swing Line Loans) then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Loan), plus (ii) the SL/LC Credit Exposure of such Lender at such time. "Credit Party": with respect to any Loan Document, any Person (other than the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender) which, in accordance with the terms of such Loan Document, is or is to be a party thereto. "Currency": any Core Currency or Non-Core Currency. "Default": any of the events specified in Section 9.1, whether or not any requirement for the giving of notice, the lapse of time, or any other condition, has been satisfied. "Disposition": with respect to any Person, any sale, 14 assignment, transfer or other disposition by such Person, by any means, of (a) the Stock of, or other equity interests of, any other Person, (b) any business, operating entity, division or segment thereof, or (c) any other Property of such Person, other than sales of inventory (other than in connection with bulk transfers). "Dollar Bid Loan": a Bid Loan denominated in Dollars. "Dollar Equivalent": on any date of determination thereof, the amount of Dollars which could be purchased with the amount of the relevant Alternate Currency involved in such computation at the spot rate at which Dollars may be exchanged into such Alternate Currency as set forth on such date on (i) Reuters pages MGTY, MGTX, SCNY or BNMX or (ii) Dow Jones Telerate pages 262, 264, 265, 266 or 9993 (or any successor pages) or, if such rate does not appear on such pages, at the spot exchange rate therefor as determined by the Administrative Agent as of 11:00 A.M. (London time) on such date of determination thereof for delivery (x) in the case of an exchange of Dollars into Cana- dian Dollars, one Business Day later and (y) in all other cases, two Business Days later. In the event that, on any date of determination, a spot rate for an individual Alternate Currency appears on both a page of Reuters set forth above and a page of Dow Jones Telerate set forth above, the Dollar Equivalent of such Alternate Currency shall be the arithmetic mean of such spot rates. "Dollar Loan": each Dollar Revolving Loan, Dollar Bid Loan, Dollar Negotiated Rate Loan and Dollar Swing Line Loan. "Dollar Negotiated Rate Loan": a Negotiated Rate Loan denominated in Dollars. "Dollar Reimbursement Amount": as defined in Section 2.19(d). "Dollar Revolving Loan" and "Dollar Revolving Loans": as defined in Section 2.1(b). "Dollar Swing Line Loan" and "Dollar Swing Line Loans": as defined in Section 2.1(c). "Dollars": and "$": freely transferable lawful money of the United States. 15 "Domestic Borrowers": Tiffany, Tiffany International and each other Borrower which is a corporation organized under the laws of the United States or any State thereof and which has its principal place of business in the United States; each a "Domestic Borrower". "EBIT": for any period, the net income of the Parent and its Subsidiaries on a Consolidated basis for such period plus each of the following with respect to the Parent and its Subsidiaries on a Consolidated basis to the extent utilized in determining such net income: (a) Interest Expense and (b) provi- sion for taxes. "Effective Date": June 30, 1995. "Employee Benefit Plan": an employee benefit plan within the meaning of Section 3(3) of ERISA maintained, sponsored or contributed to by the Parent, any of its Subsidiaries or any ERISA Affiliate. "ERISA": the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor thereto, and the rules and regulations issued thereunder, as from time to time in effect. "ERISA Affiliate": when used with respect to an Em- ployee Benefit Plan, ERISA, the PBGC or a provision of the Code pertaining to employee benefit plans, any Person that is a member of any group of organizations within the meaning of Sections 414(b) or (c) of the Code or, solely with respect to applicable provisions of the Code, Sections 414(m) or (o) of the Code, of which the Parent or any of its Subsidiaries is a member. "Euro Interest Period": with respect to any Eurodollar Advance or Core Currency Euro Advance requested by any Borrower, the period commencing on, as the case may be, the Borrowing Date or Conversion Date with respect to such Advance and ending one, two, three or six months thereafter, as selected by such Borrower in its irrevocable Notice of Borrowing or its irrevocable Notice of Conversion, provided, however, that (i) if any Euro Interest Period would otherwise end on a day which is not a Business Day, such Euro Interest Period shall be extended to the next suc- ceeding Business Day unless the result of such extension would be to carry such Euro Interest Period into another calendar month, in which event such Euro Interest Period shall end on the im- mediately preceding Business Day, (ii) any Euro Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Euro Interest Period) shall end on the last Business Day of a calendar month, and (iii) no Bor- rower shall select a Euro Interest Period which shall end after the Maturity Date. 16 "Eurodollar Advances": collectively, the Revolving Loans (or any portions thereof) at such time as they (or such portions) are made and/or being maintained at a rate of interest based upon a Eurodollar Rate; each a "Eurodollar Advance". "Eurodollar Rate": with respect to each day during each Interest Period applicable to any Eurodollar Advance, a rate of interest per annum determined by dividing (and then rounding to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, then to the next higher 1/16 of 1%): (a) the rate per annum equal to the rate notified to the Administrative Agent by the Reference Lender as the rate at which the Reference Lender is offered Dollar deposits in the New York interbank market, for delivery on the first day of such Interest Period, in an amount equal approximately to such Euro- dollar Advance for a period equal to such Interest Period, as quoted at approximately 11:00 A.M. two Business Days prior to the first day of such Interest Period, by (b) a number equal to 1.00 minus the aggregate of the stated maximum rates in effect on such day (without duplication) of all reserve requirements (including marginal, emergency, supplemental and special reserves), expressed as a decimal, established by the Board of Governors of the Federal Reserve System and any other banking authority to which BNY and other major United States money center banks are subject, in respect of eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of the Board of Governors of the Federal Reserve System) maintained by a member of the Federal Reserve System with deposits exceeding $1 billion in respect of eurodollar currency funding liabilities. "Event of Default": any of the events specified in Section 9.1, provided that any requirement for the giving of no- tice, the lapse of time, or any other condition has been satis- fied. "Excess Tax": as defined in Section 2.13(g). "Expiration Date": the Business Day immediately pre- ceding the Maturity Date. "Facility Fee": as defined in Section 3.1. "Federal Funds Rate": for any day, a rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%), 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 by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (i) if the 17 day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the three rates quoted by federal funds brokers to BNY on such day on such transactions received by BNY as determined by BNY and reported to the Administrative Agent. "Financial Officer": the chief financial officer, the treasurer or the assistant treasurer of the Parent or such other officer thereof as shall be reasonably satisfactory to the Administrative Agent. "Financial Statements": as defined in Section 4.15. "Fixed Rate Loan": a Eurodollar Advance, a Core Cur- rency Euro Advance, a Swing Line Negotiated Rate Advance, a Ne- gotiated Rate Loan, an Individual Currency Loan or a Bid Loan. "Foreign Pension Plan": any plan, fund (including any superannuation fund) or other similar program established or maintained outside of the United States by the Parent or any one or more of its Subsidiaries primarily for the benefit of employees of the Parent or such Subsidiaries residing outside of the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code. "French Borrower": one or more of the following: Tiffany, Tiffany International or Societe Francaise Pour Le Developpement De La Porcelaine D'Art (S.A.R.L.), a corporation organized under the laws of France and whose principal office is located in France. "French Francs": freely transferable lawful money of France. "Funded Current Liability Percentage": as defined in Section 401(a)(29) of the Code. "GAAP": generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and in the statements and pronouncements of the Fi- nancial Accounting Standards Board or in such other statement by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination. If at any time 18 after the Effective Date any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Required Lenders, the Parent or the appropriate Borrowers shall so request, the Administrative Agent, the Lenders, the Parent and such Borrowers shall negotiate in good faith to amend such ratio or requirement to reflect such change in GAAP (subject to the approval of the Required Lenders), provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Parent and such Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under the Loan Documents or as reasonably requested thereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. "German Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Germany and which shall become a Borrower pursuant to Section 2.23 hereof. "German Marks": freely transferable lawful money of Germany. "Governmental Authority": any foreign, federal, state, municipal or other government, or any department, commission, board, bureau, agency, public authority, instrumentality or other political subdivision thereof, any central bank, or any court or arbitrator. "Guaranty": as defined in Section 5.2. "Hong Kong Borrower": one or more of the following: Tiffany, Tiffany International or Tiffany & Co. of New York Limited, a corporation organized under the laws of Hong Kong and whose principal office is located in Hong Kong. "Hong Kong Dollars": freely transferable lawful money of Hong Kong. "Indebtedness": as to any Person, at a particular time, all items of such Person which constitute, without duplica- tion, (a) indebtedness for borrowed money or the deferred pur- chase price of Property (other than trade payables and accrued expenses incurred in the ordinary course of business), (b) indebtedness evidenced by notes, bonds, debentures or similar instruments, (c) obligations with respect to any conditional sale or other title retention agreement, (d) indebtedness arising under acceptance facilities and the amount available to be drawn under all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder to the 19 extent such Person shall not have reimbursed the issuer in respect of the issuer's payment of such drafts, (e) liabilities secured by any Lien on any Property owned by such Person even though such Person shall not have assumed or otherwise become liable for the payment thereof (other than carriers', warehousemen's, mechanics', repairmen's or other like non-consensual Liens arising in the ordinary course of busi- ness), (f) that portion of any obligation of such Person, as lessee, which in accordance with GAAP is required to be capitalized on the balance sheet of such Person, and (g) Con- tingent Obligations. "Indemnified Person": as defined in Section 11.10. "Indemnified Tax": as to any Person, any Tax, except (i) a Tax on the Income imposed on such Person and (ii) any interest, fees or penalties for late payment imposed on such Person, in each case under clauses (i) and (ii) to the extent not attributable to the failure of the Parent or any of its Subsidiaries to obtain any necessary approvals or consents of, or file or cause to be filed any reports, applications, documents, instruments or information required to be filed pursuant to any applicable law, rule, regulation or request of, any Governmental Authority. "Indemnified Tax Person": the Administrative Agent, the Swing Line Lender, the Issuing Bank, or any Lender. "Individual Currency Commitment": with respect to each Lender and any Non-Core Currency, the amount set forth opposite such Lender's name in Exhibit A-2 directly below the column en- titled "Individual Currency Commitment" in respect of such Non- Core Currency (determined on the basis of the Dollar Equivalent for such Non-Core Currency), as the same may be (x) reduced from time to time pursuant to Section 2.9 or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 11.7, provided, however, that the aggregate amount of all of the Individual Currency Commitments of each Lender (determined on the basis of the Dollar Equivalent for each applicable Non-Core Currency) shall not exceed the amount of such Lender's Commitment. "Individual Currency Interest Period": with respect to any Individual Currency Loan requested by any Non-Core Currency Borrower, the period commencing on the Borrowing Date with re- spect to such Individual Currency Loan and ending one, two or three months thereafter, as selected by such Non-Core Currency Borrower in its irrevocable Notice of Borrowing, provided, how- ever, that (i) if any Individual Currency Interest Period would otherwise end on a day which is not a Business Day, such Individual Currency Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would 20 be to carry such Individual Currency Interest Period into another calendar month, in which event such Individual Currency Interest Period shall end on the immediately preceding Business Day, (ii) any Individual Currency Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Individual Currency Interest Period) shall end on the last Business Day of a calendar month, and (iii) no Borrower shall select an Individual Currency Interest Period which shall end after the Maturity Date. "Individual Currency Loan" and "Individual Currency Loans": as defined in Section 2.1(e). "Individual Currency Rate": with respect to each day during each Interest Period applicable to any Individual Currency Loan, a rate of interest per annum determined by dividing (and then rounding to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, then to the next higher 1/16 of 1%): (a) (i) if such Individual Currency Loan is designated in Australian Dollars, Canadian Dollars, Hong Kong Dollars, Italian Lira, Singaporean Dollars or Swiss Francs, (A) with respect to Australian Dollars, the average bid rate for bank bills of exchange that appears on page BBSY on the Reuters Screen (Sydney) (or any successor page) for a term equivalent to such Interest Period, determined as of approximately 10:15 A.M. (Sydney time) on the first day of such Interest Period, (B) with respect to Canadian Dollars, the rate per annum that appears on page CDOR on the Reuters Screen (Toronto) (or any successor page) for deposits of Canadian Dollars with a maturity comparable to such Interest Period, determined as of approximately 11:00 A.M. (Toronto time) on the date which is two Business Days prior to the commencement of such Interest Period, (C) with respect to Italian Lira, the rate per annum that appears on page RIBO (London) on the Reuters Screen (or any successor page) for deposits of Italian Lira with a maturity comparable to such Interest Period, determined as of approximately 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period, (D) with respect to Swiss Francs, the rate per annum that appears on page 3740 or 3750 of the Dow Jones Telerate Screen (or any successor page) for deposits of Swiss Francs with a maturity comparable to 21 such Interest Period, determined as of approximately 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period, (E) with respect to Hong Kong Dollars, the rate per annum that appears on page FWEN on the Reuters Screen (Hong Kong) (or any successor page) for deposits of Hong Kong Dollars with a maturity comparable to such Interest Period, determined as of approximately 11:00 A.M. (Hong Kong time) on the date which is two Business Days prior to the commencement of such Interest Period, (F) with respect to Singaporean Dollars, the rate per annum that appears on page FWEO of the Reuters Screen (Singapore) (or any successor page) for deposits of Singaporean Dollars with a maturity comparable to such Interest Period, determined as of approximately 11:00 A.M. (Singapore time), on the date which is two Business Days prior to the commencement of such Interest Period, or (G) if such rate does not appear on such applicable page of the Dow Jones Telerate Screen or Reuters Screen (or any successor page), the rate per annum equal to the offered quotation by first class banks in the London, Australian, Canadian, Hong Kong or Singapore, as the case may be, interbank market to the applicable Lender for such Non-Core Currency deposits of amounts in immediately available funds comparable to the principal amount of such Individual Currency Loan with a maturity comparable to such Interest Period de- termined as of approximately 11:00 A.M. (London, Sydney, Toronto, Hong Kong or Singapore, as the case may be, time) on the date which is two Business Days prior to the commencement of such Interest Period or, in the case of Individual Currency Loans designated in Australian Dollars, on the first day of such Interest Period, (ii) if such Individual Currency Loan is designated in any other Non-Core Currency, a rate per annum equal to the offered quo- tation by first class banks in the applicable interbank market to the applicable Lender for deposits of such Non-Core Currency in amounts in immediately available funds comparable to the prin- cipal amount of such Individual Currency Loan with a maturity comparable to such Interest Period as determined by such Lender on the date which is two Business Days prior to the commencement of such Interest Period, adjusted for additional costs and local market conditions as determined by such Lender, by (b) a number equal to 1.00 minus the aggregate of 22 the stated maximum rates in effect on such day (without duplication) of all reserve requirements (including marginal, emergency, supplemental and special reserves) and similar charges, expressed as a decimal, established by any Governmental Authority, including those established by the Board of Governors of the Federal Reserve System and any other banking authority to which BNY and other major United States money center banks are subject in respect of eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of the Board of Governors of the Federal Reserve System) maintained by a member of the Federal Reserve System with deposits exceeding $1 billion in respect of eurodollar currency funding liabilities, to the extent Applicable; provided, in the event that the applicable Lender has made any determination pursuant to Section 2.14(a)(iv) in respect of such Individual Currency Loan, the Individual Currency Rate determined pursuant to clause (a) of this definition shall instead be the rate based on the all-in cost of funds of the applicable Lender to fund such Individual Currency Loan with a maturity comparable to such Interest Period. "Intellectual Property": all United States registered trademarks, service marks, patents, and trade names. "Intercompany Acquisition": an Acquisition by the Parent from any of its Subsidiaries or an Acquisition by any Subsidiary of the Parent from any other Subsidiary of the Parent. "Intercompany Debt": (i) Indebtedness of the Parent to one or more of the Subsidiaries of the Parent and (ii) demand Indebtedness of one or more of the Subsidiaries of the Parent to the Parent or any one or more of the other Subsidiaries of the Parent. "Intercompany Disposition": a Disposition by the Parent or any of its Subsidiaries to the Parent or any of its other Subsidiaries, provided that such Disposition does not materially and adversely affect the interests of the Lenders under the Loan Documents. "Intercompany Lien": A Lien granted by the Parent or any of its Subsidiaries to the Parent or any of its other Subsidiaries, provided that such Lien does not materially and adversely affect the interests of the Lenders under the Loan Documents. "Interest Coverage Ratio": as of any date, the ratio of (a) EBIT in respect of the period comprised of the four con- secutive fiscal quarters ended immediately prior to such date in respect of which financial statements have been delivered pursuant to Sections 7.7(a), 7.7(c) or 7.7(d) to (b) Interest 23 Expense for such period. "Interest Expense": for any period, the interest expense of the Parent and its Subsidiaries on a Consolidated basis in respect of such period. "Interest Period": a Euro Interest Period, a Swing Line Interest Period, a Negotiated Rate Interest Period, an Individual Currency Interest Period or a Bid Interest Period, as the case may be. "Interest Rate Protection Arrangement": any interest rate swap, cap or collar arrangement or any other derivative product, in each case designed to reduce exposure to interest rate fluctuations. "Investments": as defined in Section 8.7. "Invitation to Bid": an invitation to make Bids in the form of Exhibit G. "Issuing Bank": BNY. "Italian Borrower": one or more of the following: Tiffany, Tiffany International or Tiffany-Faraone S.P.A., a corporation organized under the laws of Italy and whose principal office is located in Italy. "Italian Lira": freely transferable lawful money of Italy. "Japanese Borrower": one or more of the following: Tiffany, Tiffany International, Tiffany Japan or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Japan and which shall become a Borrower pursuant to Section 2.23 hereof. "Japanese Yen": freely transferable lawful money of Japan. "Judgment Currency": as defined in Section 11.14. "Judgment Currency Conversion Date": as defined in Section 11.14. "Korean Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Korea and which shall become a Borrower pursuant to Section 2.23 hereof. "Korean Won": freely transferable lawful money of 24 Korea. "Lender": each financial institution listed on Exhibit A-1, as well as any Person which becomes a "Lender" hereunder pursuant to Sections 11.7 or 11.1; it being understood and agreed, however, that for purposes of making certain Alternate Currency Loans and issuing or participating in certain Letters of Credit under this Agreement, certain of the Lenders have specifically designated on Exhibit R certain of their branches, subsidiaries or affiliates that will be responsible for making such Alternate Currency Loans and issuing or participating in such Letters of Credit, or may make such a designation in an Assignment and Acceptance Agreement entered into by any such Lender. "Letter of Credit" and "Letters of Credit": as defined in Section 2.19. "Letter of Credit Applicants": collectively, Tiffany and Tiffany International; each a "Letter of Credit Applicant". "Letter of Credit Commissions": as defined in Section 3.2. "Letter of Credit Commitment": (i) the commitment of the Issuing Bank to issue Letters of Credit, provided that the Letter of Credit Exposure shall not exceed $25,000,000 (deter- mined on the basis of the Dollar Equivalent for each outstanding Letter of Credit designated in an Alternate Currency), and (ii) the commitment of the Lenders in respect of the Letter of Credit Exposure as set forth in Section 2.20. "Letter of Credit Exposure": at any date, the sum, without duplication, of (i) the aggregate undrawn face amount (determined on the basis of the Dollar Equivalent for each outstanding Letter of Credit designated in an Alternate Currency) of the outstanding Letters of Credit at such date and (ii) the aggregate unpaid reimbursement obligations in respect of the Letters of Credit at such date (after giving effect to any Loans made on such date to pay any such reimbursement obligations and determined on the basis of the Dollar Equivalent for each such reimbursement obligation in respect of an outstanding Letter of Credit designated in an Alternate Currency). "Letter of Credit Request": a request in the form of Exhibit L. "Leverage Ratio": as of any date, the ratio of (a) Total Debt on such date, to (b) Consolidated Capitalization as of such date. "Lien": any mortgage, pledge, assignment, lien, 25 charge, encumbrance or security interest of any kind, or the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement. "Loan": each Revolving Loan, each Individual Currency Loan, each Negotiated Rate Loan, each Bid Loan and each Swing Line Loan. "Loan Documents": this Agreement and the Guaranty. "Malaysian Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Malaysia and which shall become a Borrower pursuant to Section 2.23 hereof. "Malaysian Ringgit": freely transferable lawful money of Malaysia. "Mandatory Borrowing": as defined in Section 2.1(d). "Margin Stock": any "margin stock", as said term is de- fined in Regulation U of the Board of Governors of the Federal Reserve System, as the same may be amended or supplemented from time to time. "Material Adverse": with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, business, pros- pects or Property of the Parent and its Subsidiaries taken as a whole, (ii) the ability of the Parent or any Borrower to perform its obligations under any Loan Document, or (iii) the ability of the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender to enforce any Loan Document. "Maturity Date": June 30, 2000, or such earlier date on which the Loans shall become due and payable, whether by ac- celeration or otherwise. "Maximum Offer": as defined in Section 2.11(b). "Maximum Request": as defined in Section 2.11(a). "Mexican Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Mexico and which shall become a Borrower pursuant to Section 2.23 hereof. "Mexican Pesos": freely transferable lawful money of Mexico. 26 "Moody's": Moody's Investors Service, Inc. "Multiemployer Plan": a Pension Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "Negotiated Rate": as defined in Section 2.12. "Negotiated Rate Confirmation": as defined in Section 2.12. "Negotiated Rate Confirmation Request": a request by a Borrower and the Parent, in the form of Exhibit K, for con- firmation by a Lender of such Lender's agreement to make a Negotiated Rate Loan to such Borrower pursuant to Section 2.12. "Negotiated Rate Interest Period": as to any Negotiated Rate Loan, the period commencing on the date of such Negotiated Rate Loan, and ending on the applicable date specified in the Negotiated Rate Confirmation for such Negotiated Rate Loan, which shall not be earlier than 7 days after the date of such Negotiated Rate Loan or later than 180 days after the date of such Negotiated Rate Loan; provided, however, that (i) if any Negotiated Rate Interest Period would end on a day other than a Business Day, such Negotiated Rate Interest Period shall be ex- tended to the next succeeding Business Day, unless such next succeeding Business Day would be a date on or after the Maturity Date in which case such Negotiated Rate Interest Period shall end on the next preceding Business Day and (ii) no Borrower shall select a Negotiated Rate Interest Period which shall end after the Maturity Date. "Negotiated Rate Loan": each loan from a Lender to a Borrower pursuant to Section 2.12. "New Taiwan Dollars": freely transferable lawful money of Taiwan. "Non-Core Currencies": Australian Dollars, Canadian Dollars, Hong Kong Dollars, Italian Lira, Korean Won, Malaysian Ringgit, Mexican Pesos, New Taiwan Dollars, Philippine Pesos, Singaporean Dollars, Swiss Francs and Thai Baht; each a "Non-Core Currency". "Non-Core Currency Borrowers": with respect to Indi- vidual Currency Loans, the Australian Borrower, the Canadian Borrower, the Hong Kong Borrower, the Italian Borrower, the Korean Borrower, the Malaysian Borrower, the Mexican Borrower, the Philippine Borrower, the Singaporean Borrower, the Swiss Borrower, the Taiwanese Borrower and the Thai Borrower; each a "Non-Core Currency Borrower". "Non-Issuance Event": as defined in Section 2.19(a). 27 "Non-Swing Loan Event": as defined in Section 2.1(c). "Notice of Borrowing": a request for Loans in the form of Exhibit C signed by the Parent and the applicable Borrower. "Notice of Conversion": a notice substantially in the form of Exhibit E. "Obligation Currency": as defined in Section 11.14. "Other Hedging Arrangement": any foreign exchange contract, currency swap arrangement, commodity arrangement or any other similar arrangement, in each case designed to protect against fluctuations of currency values. "PBGC": the Pension Benefit Guaranty Corporation estab- lished pursuant to Subtitle A of Title IV of ERISA, or any Governmental Authority succeeding to the functions thereof. "Pension Plan": at any time, any Employee Benefit Plan (including a Multiemployer Plan) subject to Section 302 of ERISA or Section 412 of the Code, the funding requirements of which are, or at any time within the six years immediately preceding the time in question, were in whole or in part, the responsi- bility of the Parent, any of its Subsidiaries or an ERISA Affili- ate. "Person": any individual, firm, partnership, joint venture, corporation, association, business enterprise, limited liability company, joint stock company, unincorporated association, trust, Governmental Authority or any other entity, whether acting in an individual capacity, and for the purpose of the definition of "ERISA Affiliate", a trade or business. "Philippine Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, the Philippines and which shall become a Borrower pursuant to Section 2.23 hereof. "Philippine Pesos": freely transferable lawful money of the Philippines. "Portion": as defined in Section 2.11(b). "Pricing Level": any of Pricing Level I, Pricing Level II, Pricing Level III, Pricing Level IV, or Pricing Level V. "Pricing Level I": any time when the senior unsecured long term debt Rating of the Parent by (x) S&P is A- or higher or (y) Moody's is A3 or higher. 28 "Pricing Level II": any time when (i) the senior unsecured long term debt Rating of the Parent by (x) S&P is BBB+ or higher or (y) Moody's is Baa1 or higher and (ii) Pricing Level I does not apply. "Pricing Level III": any time when (i) the senior unsecured long term debt Rating of the Parent by (x) S&P is BBB or higher or (y) Moody's is Baa2 or higher and (ii) neither Pricing Level I nor Pricing Level II applies. "Pricing Level IV": any time when (i) the senior unsecured long term debt Rating of the Parent by (x) S&P is BBB- or higher or (y) Moody's is Baa3 or higher and (ii) none of Pricing Level I, Pricing Level II or Pricing Level III applies. "Pricing Level V": any time when (i) the senior un- secured long term debt Rating of the Parent by (x) S&P is BB+ or lower or (y) Moody's is Ba1 or lower and (ii) none of Pricing Level I, Pricing Level II, Pricing Level III or Pricing Level IV applies. "Prohibited Transaction": with respect to any Pension Plan, (a) any event set forth in Sections 4043(b) (other than a Reportable Event as to which the 30 day notice requirement is waived by the PBGC under applicable regulations), 4062(e) or 4063(a) of ERISA or the regulations thereunder, (b) an event requiring the Parent, any of its Subsidiaries or any ERISA Af- filiate to provide security to a Pension Plan under Section 401(a)(29) of the Code, or (c) failure to make any payment required by Section 412(m) of the Code. "Property": in respect of any Person, all types of real, personal, tangible, intangible or mixed property and all types of tangible or intangible property owned or leased by such Person. "Proportionate Share": as to any Subsidiary Borrower (a) if such cost, expense or other amount is directly attributable to the Loans made to such Subsidiary Borrower or any action taken or omitted to be taken by such Subsidiary Borrower, 100% of such amount and (b) if such cost, expense or other amount is not directly attributable to one or more specific Borrowers, such amount multiplied by (i) if Loans are outstanding, the percentage equivalent of a fraction the numerator of which is the principal amount of Loans outstanding to such Subsidiary Borrower and the denominator of which is the aggregate amount of Loans outstanding to all Borrowers and (ii) if no Loans are outstanding, the percentage equivalent of a fraction the numerator of which is one and the denominator of which is the number of Borrowers. "Proposed Lender": as defined in Section 11.1(b). 29 "Quarterly Payment Date": each January 31, April 30, July 31 and October 31 of each year. "Rating": the actual, or if no actual then the implied, senior unsecured long term debt rating of the Parent, in either case as assigned by S&P or Moody's, as the case may be. "Reference Lender": BNY. "Regulation D": Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements. "Reportable Event": with respect to any Pension Plan, (a) any event set forth in Sections 4043(c) (other than a Re- portable Event as to which the 30 day notice requirement is waived by the PBGC under applicable regulations), 4062(e) or 4063(a) of ERISA or the regulations thereunder, (b) an event requiring the Parent, any of its Subsidiaries or any ERISA Af- filiate to provide security to a Pension Plan under Section 401(a)(29) of the Code, or (c) failure to make any payment required by Section 412(m) of the Code. "Required Lenders": (i) at any time when no Loans are outstanding, Lenders having Commitments or, if no Commitments then exist, Lenders having Commitments on the last day on which Commitments did exist, equal to at least 60% of the Aggregate Commitments, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, Lenders having Commitments equal to at least 60% of the Aggregate Commitments, and (y) if the Commitments have been terminated or otherwise no longer exist, Lenders having Credit Exposures equal to at least 60% of the Aggregate Credit Exposure. "Required Payment": as defined in Section 2.13(a). "Responsible Officer": the president, the chief financial officer, the treasurer or the assistant treasurer of the Parent, Tiffany or Tiffany International. "Restricted Payment": with respect to any Person, any of the following, whether direct or indirect: (a) the declaration or payment by such Person of any dividend or distribution on any class of Stock of such Person, other than a dividend payable solely in shares of that class of Stock to the holders of such class, (b) the declaration or payment by such Person of any distribution on any other type or class of equity interest or equity investment in such Person, and (c) any redemption, retire- ment, purchase or acquisition of, or sinking fund or other similar payment in respect of, any class of Stock of, or other type or class of equity interest or equity investment in, such 30 Person. "Revolving Loan" and "Revolving Loans": as defined in Section 2.1(a). "S&P": Standard & Poor's Ratings Group. "SEC": the Securities and Exchange Commission or any Governmental Authority succeeding to the functions thereof. "Singaporean Borrower": one or more of the following: Tiffany, Tiffany International or Tiffany & Co. Pte. Ltd., a cor- poration organized under the laws of Singapore and whose princi- pal office is located in Singapore. "Singaporean Dollars": freely transferable lawful money of Singapore. "SL/LC Credit Exposure": with respect to any Lender at any time, (i) the sum of (A) the outstanding principal balance of all Swing Line Loans (determined on the basis of the Dollar Equivalent for each Alternate Currency Swing Line Loan), plus (B) the Letter of Credit Exposure, multiplied by (ii) the Availability Percentage of such Lender. "Special Counsel": Emmet, Marvin & Martin, LLP, special counsel to the Administrative Agent. "Sterling Borrower": one or more of the following: Tiffany, Tiffany International or Tiffany & Co., a corporation organized under the laws of the United Kingdom and whose principal office is located in the United Kingdom. "Sterling Pounds": freely transferable lawful money of the United Kingdom. "Stock": any and all shares, rights, interests, par- ticipations, warrants, options, rights of conversion or other equivalents (however designated) of corporate stock. "Subsidiary": with respect to any Person at any time and from time to time, any corporation, association, partnership, limited liability company, joint venture or other business entity of which such Person and/or any Subsidiary of such Person, directly or indirectly at such time, either (a) in respect of a corporation, owns or controls more than 50% of the outstanding Stock having ordinary voting power to elect a majority of the board of directors or similar managing body, irrespective of whether a class or classes shall or might have voting power by reason of the happening of any contingency, or (b) in respect of an association, partnership, limited liability company, joint venture or other business entity, is entitled to share in more 31 than 50% of the profits and losses, however determined. "Subsidiary Borrowers": collectively, the Domestic Borrowers (other than Tiffany and Tiffany International), the Australian Borrower, the Canadian Borrower, the French Borrower, the German Borrower, the Hong Kong Borrower, the Italian Borrower, the Japanese Borrower, the Korean Borrower, the Malaysian Borrower, the Mexican Borrower, the Philippine Bor- rower, the Singaporean Borrower, the Sterling Borrower, the Swiss Borrower, the Taiwanese Borrower and the Thai Borrower which are signatories hereto on the Effective Date, and each other wholly- owned Subsidiary of the Parent which becomes a party to this Agreement by the execution of a Borrower Addendum pursuant to Section 2.23; each a "Subsidiary Borrower". "Swing Line Borrowers": with respect to Swing Line Loans, the Domestic Borrowers, the French Borrower, the German Borrower, the Japanese Borrower and the Sterling Borrower; each a "Swing Line Borrower". "Swing Line Commitment": an amount equal to $15,000,000, as the same may be reduced from time to time pur- suant to Section 2.9. "Swing Line Commitment Period": the period from the Effective Date to, but excluding, the Swing Line Termination Date. "Swing Line Interest Period": (i) as to any Swing Line Negotiated Rate Advance, the period commencing on the date of such Swing Line Negotiated Rate Advance and ending on the date agreed to between the Parent, the applicable Swing Line Borrower and the Swing Line Lender with respect to such Swing Line Negotiated Rate Advance, and (ii) as to any Swing Line Loan made as an ABR Advance, the period commencing on the date of such ABR Advance and ending on the date set forth by the Parent and the applicable Swing Line Borrower in the Notice of Borrowing with respect to such ABR Advance; provided, however, that the last day of any Swing Line Interest Period shall not be earlier than one day after the date of such Swing Line Negotiated Rate Advance or ABR Advance, as the case may be, or later than 30 days after the date of such Swing Line Negotiated Rate Advance or ABR Advance, as the case may be, and in no event later than 30 days prior to the Expiration Date; and provided further, however, that if any Swing Line Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day. "Swing Line Lender": BNY. "Swing Line Loan" and "Swing Line Loans": as defined in Section 2.1(c). 32 "Swing Line Negotiated Rate": with respect to any Swing Line Interest Period applicable to any Swing Line Negotiated Rate Advance, the rate of interest per annum agreed to by the Parent, the applicable Swing Line Borrower, and the Swing Line Lender with respect thereto in accordance with Section 2.3(b). "Swing Line Negotiated Rate Advances": collectively, the Swing Line Loans (or any portions thereof) at such time as they (or such portions) are made and/or being maintained at a rate of interest based on a Swing Line Negotiated Rate; each a "Swing Line Negotiated Rate Advance". "Swing Line Termination Date": the date which is 30 days prior to the Expiration Date. "Swiss Borrower": one or more of the following: Tiffany, Tiffany International or Tiffany & Co. Watch Factory S.A., a corporation organized under the laws of Switzerland and whose principal office is located in Switzerland. "Swiss Francs": freely transferable lawful money of Switzerland. "Taiwanese Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Taiwan and which shall become a Borrower pursuant to Section 2.23 hereof. "Tax": any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, by a Governmental Authority, on whomsoever and wherever imposed, levied, collected, withheld or assessed. "Tax on the Income": as to any Person, a Tax imposed by one of the following jurisdictions or by any political subdivision or taxing authority thereof: (i) the United States, (ii) the jurisdiction in which such Person is organized, (iii) the jurisdiction in which such Person's principal office is located, or (iv) in the case of each Lender or Swingline Lender, any jurisdiction in which such Person is deemed to be doing business; which Tax is an income tax or franchise tax imposed on all or part of the net income or net profits of such Person or which Tax represents interest, fees, or penalties for late payment of such an income tax or franchise tax. "Termination Event": with respect to any Pension Plan, (a) a Reportable Event, (b) the termination of a Pension Plan under Section 4041(c) of ERISA, or the filing of a notice of intent to terminate a Pension Plan under Section 4041(c) of ERISA, or the treatment of a Pension Plan amendment as a termi- nation under Section 4041(e) of ERISA, (c) the institution of 33 proceedings by the PBGC to terminate a Pension Plan under Section 4042 of ERISA, or (d) the appointment of a trustee to administer any Pension Plan under Section 4042 of ERISA. "Thai Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Thailand and which shall become a Borrower pursuant to Section 2.23 hereof. "Thai Baht": freely transferable lawful money of Thailand. "Tiffany Japan": Tiffany & Co. Japan Inc., a Delaware corporation. "Total Debt": as of any date, all Indebtedness of the Parent and its Subsidiaries on a Consolidated basis on such date. "Unfunded Pension Liabilities": with respect to any Pension Plan (other than a Multiemployer Plan), as of the last day of the fiscal year of such Pension Plan preceding the time in question, the amount determined by taking the accumulated benefit obligation, as disclosed in accordance with Statement of Accounting Standards No. 87, "Employers' Accounting for Pensions", over the fair market value of Pension Plan assets. "United States": the United States of America (in- cluding the States thereof and the District of Columbia). "Upstream Dividends": as defined in Section 8.9. "Unrecognized Retiree Welfare Liability": with respect to any Employee Benefit Plan that provides postretirement ben- efits other than pension benefits, the amount of the transition obligation, as determined in accordance with Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," as of the most recent valuation date, that has not been recognized as an expense in the income statement of the Parent and its Consolidated Subsidiaries, provided that (i) prior to the date such Statement is applicable to the Parent, such amount shall be based on an estimate made in good faith of the transition obligation, and (ii) for purposes of determining the aggregate amount of the Unrecognized Retiree Welfare Liability, Plans maintained by a Consolidated Subsidiary of the Parent that is not otherwise an ERISA Affiliate shall be included. B. Principles of Construction (a) All capitalized terms defined in this Agreement shall have the meanings given such capitalized terms herein when 34 used in the other Loan Documents or any certificate, opinion or other document made or delivered pursuant hereto or thereto, unless otherwise expressly provided therein. (b) As used in the Loan Documents and in any cer- tificate, opinion or other document made or delivered pursuant thereto, accounting terms not defined in Section 1.1, and ac- counting terms partly defined in Section 1.1 to the extent not defined, shall have the respective meanings given to them under GAAP. Unless otherwise expressly provided herein, the word "fiscal" when used herein shall refer to the relevant fiscal period of the Parent. (c) The words "hereof", "herein", "hereto" and "here- under" and similar words when used in each Loan Document shall refer to such Loan Document as a whole and not to any particular provision of such Loan Document, and Section, schedule and exhibit references contained therein shall refer to Sections thereof or schedules or exhibits thereto unless otherwise ex- pressly provided therein. (d) All references herein to a time of day shall mean the then applicable time in New York, New York, unless otherwise expressly provided herein. (e) Section headings have been inserted herein and in the other Loan Documents for convenience only and shall not be construed to be a part hereof or thereof. Unless the context otherwise requires, words in the singular number include the plural, and words in the plural include the singular. (f) Whenever in any Loan Document or in any cer- tificate or other document made or delivered pursuant thereto, the terms thereof require that a Person sign or execute the same or refer to the same as having been so signed or executed, such terms shall mean that the same shall be, or was, duly signed or executed by (i) in respect of any Person that is a corporation, any duly authorized officer thereof, and (ii) in respect of any other Person (other than an individual), any analogous counterpart thereof. (g) The words "include" and "including", when used in each Loan Document, shall mean that the same shall be included "without limitation", unless otherwise specifically provided. II. AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT A. Loans (a) Subject to the terms and conditions hereof, each Lender severally agrees from time to time during the Commitment 35 Period to make revolving credit loans to one or more of the Core Currency Borrowers in the respective Applicable Currencies (each a "Revolving Loan" and, as the context may require, collectively with all other Revolving Loans of such Lender and with the Revolving Loans of all other Lenders, the "Revolving Loans"), provided, however, that immediately after giving effect thereto, (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, and (ii) with respect to each Lender, (I) the ag- gregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (II) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (III) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender's Commitment. During the Commitment Period, the Core Currency Borrowers may borrow, prepay in whole or in part and reborrow Revolving Loans under the Ag- gregate Commitments, all in accordance with the terms and con- ditions of this Agreement. (b) Subject to the terms and conditions hereof, Re- volving Loans, (i) if to be made in Dollars (each a "Dollar Re- volving Loan" and, collectively, the "Dollar Revolving Loans"), shall be made to one or more Domestic Borrowers and shall, at the option of such Domestic Borrowers, be either ABR Advances or Eurodollar Advances, (ii) if to be made in French Francs, shall be made to the French Borrower, (iii) if to be made in German Marks, shall be made to the German Borrower, (iv) if to be made in Japanese Yen, shall be made to the Japanese Borrower, and (v) if to be made in Sterling Pounds, shall be made to the Sterling Borrower. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in the Applicable Currency on the Maturity Date. (c) Subject to and upon the terms and conditions set forth herein, the Swing Line Lender in its individual capacity agrees to make at any time and from time to time during the Swing Line Commitment Period, a loan or loans (each a "Swing Line Loan" and, collectively, the "Swing Line Loans") to one or more of the Swing Line Borrowers, which Swing Line Loans (i) shall, at the option of the applicable Swing Line Borrower, be made and maintained as Dollar Swing Line Loans or Alternate Currency Swing Line Loans in an Available Alternate Currency, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not, immediately after giving effect thereto, result in the Aggregate Credit Exposure exceeding the Aggregate Commitments, and (iv) shall not, immediately after giving effect thereto, result in the aggregate outstanding principal amount of all Swing Line Loans (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Swing Line Loan) exceeding the Swing Line Commitment. The Swing Line Lender shall not be 36 obligated to make any Swing Line Loans at a time when any Lender (other than the Swing Line Lender) shall be in default of its obligations under this Agreement unless the Swing Line Lender has entered into arrangements satisfactory to it and the Parent to eliminate the Swing Line Lender's risk with respect to each de- faulting Lender's participation in such Swing Line Loans. The Swing Line Lender will not make a Swing Line Loan (i) if the Administrative Agent or any Lender by notice to the Swing Line Lender, the Parent and the affected Swing Line Borrower prior to the time such Swing Line Loan is to be made, shall have determined that any of the applicable conditions set forth in Sections 5 and 6 have not been satisfied and such conditions remain unsatisfied as of the requested time of making such Swing Line Loan or (ii) to the extent that immediately after giving effect thereto the Aggregate Credit Exposure would exceed the Aggregate Commitments (each a "Non-Swing Loan Event"). Swing Line Loans shall mature and be due and payable on the earlier of, with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan maintained as an ABR Advance, (x) the last day of the Swing Line Interest Period applicable thereto and (y) the Maturity Date. Subject to the terms and conditions hereof, Swing Line Loans, (i) if to be made in Dollars (each a "Dollar Swing Line Loan" and, collectively, the "Dollar Swing Line Loans"), shall be made to one or more Domestic Borrowers and shall be ABR Advances, (ii) if to be made in French Francs, shall be made to the French Borrower, (iii) if to be made in German Marks, shall be made to the German Borrower, (iv) if to be made in Japanese Yen, shall be made to the Japanese Borrower, and (v) if to be made in Sterling Pounds, shall be made to the Sterling Borrower. (d) On any Business Day, the Swing Line Lender may, in its sole discretion, give notice to the Lenders and the Parent (on behalf of all Swing Line Borrowers) that its outstanding Swing Line Loans shall be funded with a borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Sections 9.1(g) or (h)), in which case one or more borrowings of Revolving Loans constituting ABR Advances (or constituting one or more Eurodollar Advances specified by the Parent in accordance with Section 2.3(a)) or Alternate Currency Revolving Loans with a one month Euro Interest Period (or such other Euro Interest Period(s) specified by the Parent in accordance with Section 2.3(a)) in the Applicable Currency, as the case may be (each such borrowing a "Mandatory Borrowing"), shall be made on the fifth Business Day immediately succeeding such notice by all Lenders pro rata based on each such Lender's Availability Percentage immediately prior thereto but after giving effect to any prepayment of Revolving Loans, Individual Currency Loans, or Swing Line Loans, or any payment of reimbursement obligations in respect of the Letters of Credit, to be made simultaneously therewith, and the proceeds thereof shall 37 be applied directly to the Swing Line Lender to repay the Swing Line Lender for such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Revolving Loans in Dollars or the Applicable Currency, as the case may be, pursuant to each Mandatory Borrowing in respect of any Swing Line Loan in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swing Line Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Loans otherwise required hereunder, (ii) whether any conditions specified in Sections 5 and 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the aggregate principal amount of all Loans then outstanding (determined on the basis of the Dollar Equivalent of each out- standing Alternate Currency Loan), (vi) the Aggregate Credit Exposure at such time and (vii) the amount of the Aggregate Commitments at such time, provided that no Non-Swing Loan Event shall have occurred and be continuing with respect to such Swing Line Loan. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (in- cluding as a result of the commencement of any proceeding re- ferred to in Sections 9.1(g) or (h)) then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Parent or the applicable Swing Line Borrower on or after such date and prior to such purchase) from the Swing Line Lender such assignments in each outstanding Swing Line Loan as shall be necessary to cause the Lenders to share in each such Swing Line Loan ratably based upon their re- spective Availability Percentages at such time, provided that no Non-Swing Loan Event shall have occurred and be continuing with respect to such Swing Line Loan, and provided further that all interest payable on each such Swing Line Loan shall be for the account of the Swing Line Lender until the date as of which the respective assignment therein is purchased and, to the extent attributable to the purchased assignment, shall be payable to the relevant Lender from and after such date. Each Lender agrees promptly to indemnify the Swing Line Lender for any costs or expenses the Swing Line Lender may incur as a result of the failure of such Lender to fulfill its obligations under this Section 2.1(d). (e) Subject to the terms and conditions hereof, each Lender in its individual capacity agrees to make at any time and from time to time during the Commitment Period a loan or loans under one or more of its Individual Currency Commitments (each an "Individual Currency Loan" and, as the context may require, col- lectively with all other Individual Currency Loans of such Lender and, as the context may require, with the Individual Currency Loans of all other Lenders, the "Individual Currency Loans") to one or more of the applicable Non-Core Currency Borrowers in the respective Applicable Currencies, provided, however, that 38 immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Credit Exposure attributable to all Loans and Letters of Credit designated in Non-Core Curren- cies shall not exceed $60,000,000, (iii) with respect to any Applicable Currency, (x) the aggregate principal amount of the Individual Currency Loans of such Lender designated in such Applicable Currency shall not exceed such Lender's Individual Currency Commitment for such Applicable Currency and (y) the sum of the aggregate principal amount of the Individual Currency Loans of all Lenders in such Applicable Currency and the Letter of Credit Exposure attributable to all Letters of Credit issued in such Applicable Currency (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan and each such Letter of Credit) shall not exceed $5,000,000, and (iv) with respect to each Lender (x) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (y) the aggregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alter- nate Currency Revolving Loan), plus (z) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender's Commitment. During the Commitment Period, the Non-Core Currency Borrowers may borrow, prepay in whole or in part and reborrow Individual Currency Loans under the Aggregate Individual Currency Commit- ments, all in accordance with the terms and conditions of this Agreement. (f) Subject to the terms and conditions hereof, Individual Currency Loans, (i) if to be made in Australian Dollars, shall be made to the Australian Borrower, (ii) if to be made in Canadian Dollars, shall be made to the Canadian Borrower, (iii) if to be made in Hong Kong Dollars, shall be made to the Hong Kong Borrower, (iv) if to be made in Italian Lira, shall be made to the Italian Borrower, (v) if to be made in Korean Won, shall be made to the Korean Borrower, (vi) if to be made in Malaysian Ringgit, shall be made to the Malaysian Borrower, (vii) if to be made in Mexican Pesos, shall be made to the Mexican Borrower, (viii) if to be made in Philippine Pesos, shall be made to the Philippine Borrower, (ix) if to be made in Singaporean Dollars, shall be made to the Singaporean Borrower, (x) if to be 39 made in Swiss Francs, shall be made to the Swiss Borrower, (xi) if to be made in New Taiwan Dollars, shall be made to the Taiwanese Borrower, and (xii) if to be made in Thai Baht, shall be made to the Thai Borrower. Each Individual Currency Loan shall be due and payable on the earlier of (x) the last day of the Individual Currency Interest Period applicable thereto and (y) the Maturity Date. B. Minimum Amount of Each Borrowing (a) The aggregate principal amount of each borrowing of Revolving Loans shall not (x) in the case of Revolving Loans constituting ABR Advances, be less than $500,000 or such amount and a whole multiple of $100,000 in excess thereof, and (y) in the case of Eurodollar Advances and Core Currency Euro Advances, be less than $500,000 or such amount and a whole multiple of $100,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in excess thereof in the case of a borrowing of Alternate Currency Revolving Loans), provided, in each case that Mandatory Borrowings shall be made in the amounts required by Section 2.1(d). (b) The aggregate principal amount of each borrowing of Swing Line Loans shall not be less than $100,000 or such amount plus a multiple of $50,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $100,000 or such amount plus a whole multiple of approximately $50,000 in excess thereof in the case of a borrowing of Alternate Currency Swing Line Loans). (c) The aggregate principal amount of each borrowing of Individual Currency Loans shall not be less than an amount in the applicable Non-Core Alternate Currency having a Dollar Equivalent of approximately $100,000 or such amount plus a whole multiple of approximately $50,000 in excess thereof. (d) At no time shall the aggregate outstanding number (whether as a result of borrowings or conversions), of all (x) Eurodollar Advances exceed 5, (y) all Core Currency Euro Advances exceed 10 and (z) all Individual Currency Loans exceed 18. (e) The aggregate number of all Bid Requests shall not exceed 12 (or such other number as the Parent and the Adminis- trative Agent shall agree from time to time) in any fiscal quarter. C. Notice of Borrowing (a) Whenever a Borrower desires to borrow Loans hereunder (excluding Swing Line Loans, Bid Loans, Negotiated Rate 40 Loans, Individual Currency Loans and Mandatory Borrowings), the Parent and such Borrower shall give the Administrative Agent at its office set forth in Section 11.2 (i) no later than 10:00 A.M. on the date that an ABR Advance is to be made written notice (or telephonic notice promptly confirmed in writing) of each ABR Advance, (ii) no later than 10:00 A.M. at least two Business Days' prior written notice (or telephonic notice promptly con- firmed in writing) of each Eurodollar Advance and (iii) no later than 11:00 A.M. at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Alternate Currency Loan (other than an Individual Currency Loan) to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given be- fore 10:00 A.M. on such day in the case of clauses (i) and (ii) above and 11:00 A.M. on such day in the case of clause (iii) above. Each such written notice or written confirmation of telephonic notice (each a "Notice of Borrowing"), shall be irrevocable and shall be given by the Parent and the applicable Borrower in the form of Exhibit C, appropriately completed to specify (A) the name of such Borrower, (B) the date of such borrowing (which shall be a Business Day), (C) the Applicable Currency for such Loans, (D) the aggregate principal amount of the Loans to be made (stated in the Applicable Currency), (E) in the case of Dollar Loans, whether the Loans being made are to be initially maintained as ABR Advances or Eurodollar Advances and (F) in the case of all Loans (other than ABR Advances), the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender notice of such proposed borrowing, of such Lender's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (b) (i) Whenever a Swing Line Borrower desires to borrow Swing Line Loans hereunder, the Parent and such Swing Line Borrower shall give the Swing Line Lender a Notice of Borrowing (or telephonic notice promptly confirmed by delivery of a Notice of Borrowing) at its office set forth in Section 11.2 no later than (x) 1:00 P.M. on the requested Borrowing Date in respect of a Dollar Swing Line Loan, (y) 10:00 A.M. at least one Business Day prior to the requested Borrowing Date in respect of an Alternate Currency Swing Line Loan in Sterling Pounds and (z) 10:00 A.M. at least two Business Days prior to the requested Borrowing Date in respect of any other Alternate Currency Swing Line Loan, provided, that any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. on such day in the case of clause (x) above or 10:00 A.M. on such day in the case of clause (y) or (z) above. Each such notice shall be irrevocable and specify in each case (A) the name of such Swing Line Borrower, (B) the date of such incurrence (which shall be a Business Day) (C) the Applicable Currency for such Swing Line Loans, (D) the aggregate principal amount of such Swing Line Loans (stated in the Applicable Currency) and (E) the 41 requested amount and the requested Swing Line Interest Period and maturity date with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan made as an ABR Advance. Upon receipt from the Parent and the applicable Swing Line Borrower of a Notice of Borrowing which requests one or more Swing Line Negotiated Rate Advances, the Swing Line Lender shall, following discussion with the Parent regarding the proposed Swing Line Negotiated Rate for such Swing Line Negotiated Rate Advance, confirm in writing to the Parent the applicable Swing Line Negotiated Rate (x) 12:00 Noon one Business Day prior to the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in Sterling Pounds and (y) 12:00 Noon two Business Days prior to the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in a Core Currency (other than Dollars and Sterling Pounds). (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(d), with each Swing Line Borrower irrevocably agreeing, by its borrowing of any Swing Line Loan, to the making of the Mandatory Borrowings as set forth in Section 2.1(d). (c) Whenever any Non-Core Currency Borrower desires to borrow Individual Currency Loans hereunder, the Parent and such Non-Core Currency Borrower shall give the applicable Lenders and the Administrative Agent at their respective offices set forth in 11.2 a Notice of Borrowing (or telephonic notice promptly confirmed by delivery of a Notice of Borrowing) no later than 11:00 A.M. at least three Business Days' prior to the requested Borrowing Date in respect of such Individual Currency Loans, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. on such day. Upon its receipt of any such Notice of Borrowing, the Administrative Agent shall promptly confirm in writing its receipt of such Notice of Borrowing to each applicable Lender; only upon receipt by such Lender of such written confirmation from the Administrative Agent will such Notice of Borrowing become effective. Each such notice of the Borrower shall be ir- revocable and shall specify (A) the name of such Non-Core Bor- rower, (B) the date of such borrowing (which shall be a Business Day), (C) the Applicable Currency for such Individual Currency Loans, (D) the aggregate principal amount of such Individual Currency Loans (stated in the Applicable Currency), and (E) the Interest Period to be applicable thereto. (d) Without in any way limiting the obligation of any Borrower to confirm in writing any telephonic notice of any incurrence of Loans, the Administrative Agent or the Swing Line Lender (in the case of any borrowing of Swing Line Loans), as the case may be, may act without liability upon the basis of tele- phonic notice of such borrowing, believed by the Administrative Agent or the Swing Line Lender, as the case may be, in good faith 42 to be from such Borrower prior to receipt of written confirmation. D. Disbursement of Funds (a) Revolving Loans and Swing Line Loans. No later than 12:00 Noon (local time in the city in which the proceeds of Loans (other than Bid Loans, Negotiated Rate Loans and Individual Currency Loans) are to be made available in accordance with the terms hereof) on the date specified in each Notice of Borrowing (or no later than 5:00 P.M. (New York City time) on the date specified for the borrowing of each Dollar Swing Line Loan and each Dollar Revolving Loan), each Lender will make available its pro rata portion of the Loans requested to be made on such date (or in the case of Swing Line Loans, the Swing Line Lender shall make available the full amount thereof), in the Applicable Cur- rency. All such Loans shall be made available in immediately available funds at the Applicable Payment Office of the Admin- istrative Agent, and the Administrative Agent will make available to the applicable Borrower at such Applicable Payment Office, in the Applicable Currency, and in immediately available funds, the aggregate of the amounts so made available by the Lenders prior to 2:30 P.M. (local time in the city in which the proceeds of such Loans are to be made available in accordance with the terms hereof) on such day (or 5:00 P.M. (New York City time) on such day for Dollar Swing Line Loans and Dollar Revolving Loans), in each case to the extent of funds actually received by the Ad- ministrative Agent. (b) Bid Loans. No later than 12:00 Noon (local time in the city in which the proceeds of such Bid Loans are to be made available in accordance with the terms hereof) on the relevant Borrowing Date, each Lender whose Bid was accepted by the ap- plicable Borrower shall make available the proceeds of such Lender's Bid Loan(s) (x) in the case of Dollar Bid Loans, to the Administrative Agent at its Applicable Payment Office and (y) in the case of Alternate Currency Bid Loans, directly to such Borrower at such Lender's Applicable Payment Office, in each case in immediately available funds in the Applicable Currency. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, if directed by the Required Lenders and with the consent of the Administrative Agent, the proceeds of all such Bid Loans shall be made available in immediately available funds at the Applicable Payment Office of the Administrative Agent. All amounts made available to the Administrative Agent on the applicable Borrowing Date pursuant to the preceding two sentences will then be made available on such date to the applicable Borrower by the Administrative Agent at the Applicable Payment Office of the Administrative Agent to the extent of funds actually received by the Administrative Agent no later than 2:30 P.M. (local time in the city in which the proceeds of such loans are to be made available in accordance 43 with the terms hereof). (c) Negotiated Rate Loans. No later than 12:00 Noon (local time in the city in which the proceeds of such Negotiated Rate Loans are to be made available in accordance with the terms hereof) on the relevant Borrowing Date for each Negotiated Rate Loan, the applicable Lender shall make available the proceeds of such Negotiated Rate Loan (x) in the case of Dollar Negotiated Rate Loans, to the Administrative Agent at its Applicable Payment Office and (y) in the case of Alternate Currency Negotiated Rate Loans, directly to the applicable Borrower at such Lender's Applicable Payment Office, in each case in immediately available funds in the Applicable Currency. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, if directed by the Required Lenders and with the consent of the Administrative Agent, the proceeds of all such Negotiated Rate Loans shall be made available in immediately available funds at the Applicable Payment Office of the Administrative Agent. All amounts made available to the Administrative Agent on the ap- plicable Borrowing Date pursuant to the preceding two sentences will then be made available on such date to the applicable Bor- rower by the Administrative Agent at the Applicable Payment Office of the Administrative Agent to the extent of funds actually received by the Administrative Agent no later than 2:30 P.M. (local time in the city in which the proceeds of such loans are to be made available in accordance with the terms hereof). (d) Individual Currency Loans. No later than 12:00 Noon (local time in the city in which the proceeds of such Individual Currency Loans are to be made available in accordance with the terms hereof) on the relevant Borrowing Date for each Individual Currency Loan, the applicable Lender shall make available the proceeds of such Individual Currency Loan directly to the applicable Borrower at such Lender's Applicable Payment Office, in each case in immediately available funds in the Applicable Currency. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, if directed by the Required Lenders and with the consent of the Administrative Agent, the proceeds of all such Individual Currency Loans shall be made available in immediately available funds at the Applicable Payment Office of the Administrative Agent. All amounts made available to the Administrative Agent on the applicable Borrowing Date pursuant to the preceding two sen- tences will then be made available on such date to the applicable Borrower by the Administrative Agent at the Applicable Payment Office of the Administrative Agent to the extent of funds actually received by the Administrative Agent no later than 2:30 P.M. (local time in the city in which the proceeds of such loans are to be made available in accordance with the terms hereof). (e) Failure to Fund. Unless the Administrative Agent shall have been notified by a Lender prior to the making of any 44 Loans that such Lender does not intend to make available to the Administrative Agent either (w) such Lender's portion of the Loans (other than Bid Loans, Individual Currency Loans and Negotiated Rate Loans) to be made on such date, (x) such Lender's Bid Loan which is to be made available to the Administrative Agent, (y) such Lender's Negotiated Rate Loan which is to be made available to the Administrative Agent or (z) such Lender's Individual Currency Loan which is to be made available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Borrowing Date and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with all costs and expenses incurred by the Administrative Agent in connection therewith. If such Lender does not pay such cor- responding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the applicable Borrower. The Administrative Agent shall be entitled to recover on demand from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect (or in the case of Alternate Currency Loans, at a rate based upon the all-in cost of funds for the Applicable Currency) on each such day (as determined by the Administrative Agent). If such corresponding amount is not made available by such Lender to the Administrative Agent within one Business Day after such Borrowing Date, the Ad- ministrative Agent shall also be entitled to receive from the applicable Borrower such amount, together with (w) in the case of a Loan (other than a Bid Loan, an Individual Currency Loan and a Negotiated Rate Loan), the rate of interest applicable to such Loan as determined pursuant to Section 2.8, (x) in the case of Bid Loan, the applicable interest rate for such Bid Loan (or in the case of Alternate Currency Bid Loans, at a rate based upon the all-in cost of funds for the Applicable Currency) (y) in the case of a Negotiated Rate Loan, the applicable interest rate for such Negotiated Rate Loan (or in the case of Alternate Currency Negotiated Rate Loans, at a rate based upon the all-in cost of funds for the Applicable Currency), or (z) in the case of an Individual Currency Loan, the applicable rate based upon the all- in cost of funds for the Applicable Currency. Nothing in this Section shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the ap- plicable Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder. (f) Borrower Accounts. Each Loan made to a Borrower 45 shall be made to its applicable payment account specified on Exhibit T or such other account which it may from time to time specify by written notice to the Administrative Agent and the Lenders. E. Payments. (a) Loans and Fees. Except as otherwise specifically provided herein, each payment, including each prepayment, of principal and interest on the Revolving Loans, the Individual Currency Loans, the Negotiated Rate Loans, the Bid Loans, the Facility Fee and the Letter of Credit Commissions shall be made by the Borrowers to the Administrative Agent at its Applicable Payment Office in funds immediately available to the Administrative Agent at such office by 12:00 Noon (local time in the city in which such Applicable Payment Office is located) on the due date for such payment, provided, however, that unless an Event of Default has occurred and is continuing and the Required Lenders have directed the Administrative Agent and the Borrowers to the contrary, and the Administrative Agent shall have consented thereto, each payment, including each prepayment, of principal and interest on the Alternate Currency Bid Loans, the Alternate Currency Negotiated Rate Loans, and the Individual Currency Loans shall be made directly by the applicable Borrower to the applicable Lender at the Applicable Payment Office of such Lender by 12:00 Noon (local time in the city in which such Lender's Applicable Payment Office is located). Promptly upon receipt by the Administrative Agent of payments made to it pursuant to this Section 2.5(a), the Administrative Agent shall remit such payment in like funds as received to the Lenders (x) (i) in the case of the Facility Fee, according to the Commitment Percentage of each Lender, and (ii) in the case of the Letter of Credit Commissions, the average daily Availability Percentage of each Lender for the period in respect of which such payment was made and (y) pro rata according to the aggregate outstanding principal balance of the Revolving Loans, the applicable Indi- vidual Currency Loans, the applicable Negotiated Rate Loans or the applicable Bid Loans, as the case may be, of each Lender, in the case of principal and interest thereon. The Parent and each Lender shall promptly notify the Administrative Agent of the date and amount of each direct payment made by a Borrower to such Lender in respect of each Alternate Currency Bid Loan, each Alternate Currency Negotiated Rate Loan and each Individual Currency Loan pursuant to this Section 2.5(a). (b) Swing Line Loans. Each payment, including each prepayment, of principal and interest on the Swing Line Loans shall be made by the applicable Swing Loan Borrower to the Admin- istrative Agent at its Applicable Payment Office in funds im- mediately available to the Administrative Agent at such office by 12:00 Noon (local time in the city in which such Applicable Payment Office is located) on the due date for such payment and, 46 promptly upon receipt thereof by the Administrative Agent, shall be remitted by the Administrative Agent in like funds as received, to the Swing Line Lender. (c) Late Payments. The failure of any of the Borrowers to make any such payment by the time required above in this Section 2.5 shall not constitute a default hereunder, provided that such payment is made on such due date, but any such payment made after 12:00 Noon (local time in the city in which such Applicable Payment Office is located) on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the applicable Loans. (d) Alternate Currencies. The principal of and inter- est on each Alternate Currency Loan shall be paid only in the Applicable Currency for such Alternate Currency Loan. (e) Payments Due on Days Which are Not Business Days. If any payment hereunder shall be due and payable on a day which is not a Business Day, the due date thereof (except as otherwise provided herein) shall be extended to the next Business Day and with respect to payments in respect of principal and interest shall be payable at the applicable rate specified herein during such extension. F. Conversions (a) Each applicable Borrower shall have the option to convert on any Business Day all or a portion of the outstanding principal amount of ABR Advances (other than ABR Advances constituting Swing Line Loans), Eurodollar Advances or Core Currency Euro Advances into (i) in the case of an ABR Advance, one or more Eurodollar Advances, (ii) in the case of a Eurodollar Advance, one or more ABR Advances or one or more new Eurodollar Advances and (iii) in the case of a Core Currency Euro Advance, one or more new Core Currency Euro Advances of the same Core Currency, provided that (A) except as otherwise provided in Section 2.14(b), Eurodollar Advances may be converted into ABR Advances or new Eurodollar Advances only on the last day of the Interest Period applicable to the Eurodollar Advances being converted, (B) except as otherwise provided in Section 2.14(b), Core Currency Euro Advances may be converted into new Core Currency Euro Advances only on the last day of the Interest Period applicable to the Core Currency Euro Advances being converted, (C) the outstanding principal amount of the new Eurodollar Advances having the same Interest Period or the new Core Currency Euro Advances having the same Interest Period shall be in an amount equal to $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dollar Equivalent of ap- proximately $500,000 or such amount plus a whole multiple of 47 approximately $100,000 in excess thereof in the case of such Core Currency Euro Advances), (D) the outstanding principal amount of the new ABR Advances shall be in an amount equal to $500,000 or such amount plus a whole multiple of $100,000 in excess thereof, (E) ABR Advances or Eurodollar Advances may not be converted into Eurodollar Advances if any Default or Event of Default is in existence on the date of the conversion and the Administrative Agent or the Required Lenders have determined that such a conversion is not appropriate, and (F) no conversion pursuant to this Section shall result in a greater number of Eurodollar Advances or Core Currency Euro Advances than is permitted under Section 2.2(d). (b) Each such conversion shall be effected by the ap- plicable Borrower by giving the Administrative Agent, at its office set forth in Section 11.2 prior to 10:00 A.M. in the case of Dollar Loans, at least two Business Days prior written notice and, in the case of Core Currency Euro Advances, at least three Business Days prior written notice (each a "Notice of Conver- sion"), specifying the ABR Advances, the Eurodollar Advances or the Core Currency Euro Advances to be so converted, the date of such conversion (which shall be a Business Day) and, if to be converted into Eurodollar Advances or Core Currency Euro Advances, the Interest Period to be applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. (c) If with respect to the expiration of an existing Interest Period for a Eurodollar Advance or a Core Currency Euro Advance the applicable Borrower has failed to deliver a Notice of Conversion with respect thereto, such Borrower shall be deemed to have elected (i) if a Eurodollar Advance, to convert such Eurodollar Advance to an ABR Advance and (ii) if a Core Currency Euro Advance, to convert such Core Currency Euro Advance to a new Core Currency Euro Advance with a one month Interest Period, in either case effective as of the expiration date of such existing Interest Period. G. Pro Rata Borrowings; Special Procedures and Assumptions (a) Pro Rata Borrowings. In connection with each borrowing of Revolving Loans, each Lender shall make available an amount equal to the aggregate amount of such Revolving Loans, multiplied by such Lender's Availability Percentage calculated in accordance with Section 2.7(b). It is understood that no Lender shall be responsible for any default by any other Lender of its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder. (b) Special Procedures and Assumptions. 48 Notwithstanding anything to the contrary contained herein: (i) all Notices of Borrowing and all Letter of Credit Requests to be delivered to the Administrative Agent on the same day shall be delivered to the Administrative Agent at the same time; (ii) with respect to any Loans (other than a Bid Loan or a Negotiated Rate Loan) or Letters of Credit requested pursuant to one or more Notices of Borrowing or Letter of Credit Requests delivered to the Agent on the same day, during the period commencing on the date of such delivery to the Administrative Agent and ending on the Borrowing Date of the last such Loan or the date of issuance of the last such Letter of Credit to be made or issued pursuant to such Notices of Borrowing or Letter of Credit Requests (the "Borrowing/Issuance Period"): (A) no additional Loan (other than a Bid Loan or a Negotiated Rate Loan) shall be requested to be made and no additional Letter of Credit shall be requested to be issued; (B) no Loan (other than a Bid Loan or a Negotiated Rate Loan) shall be voluntarily prepaid; and (C) neither the Aggregate Commitments, the Swing Line Commitment, any Individual Currency Commitment of any Lender, nor the Letter of Credit Commitment shall be voluntarily reduced; (iii) for purposes of calculating the Availability Percentage for any Revolving Loans requested to be made during any Borrowing/Issuance Period: (A) any payment of any Revolving Loan, Individual Currency Loan, Swing Line Loan or reimbursement obligation in respect of a Letter of Credit which is scheduled to be made during such Borrowing/Issuance Period shall be deemed to have been made immediately prior to the commencement of such Borrowing/Issuance Period; (B) any Letter of Credit which is scheduled to expire or otherwise terminate during such Borrowing/Issuance Period shall be deemed to have expired or otherwise terminated immediately prior to the commencement of such Borrowing/Issuance Period; (C) any Individual Currency Loans which are to be made during such Borrowing/Issuance Period shall be deemed to have been made immediately prior to the 49 making of any Revolving Loans or Swing Line Loans, or the issuance of any Letters of Credit, during such Borrowing/Issuance Period; and (D) any Revolving Loans, Swing Line Loans and Letters of Credit which are to be made or issued during such Borrowing/Issuance Period shall be deemed to have been made and issued simultaneously; and (iv) the Availability Percentage during any Borrowing/Issuance Period shall be determined by the Administrative Agent in accordance with this Section 2.7(b) on the first day of such Borrowing/Issuance Period and shall continue in effect through the last day of such Borrowing/Issuance Period. H. Interest (a) Each Domestic Borrower agrees to pay interest in respect of the unpaid principal amount of each ABR Advance made to such Domestic Borrower from the date thereof until the conversion or maturity (whether by acceleration or otherwise) of such ABR Advance, at a rate per annum which shall be equal to the sum of the Applicable Margin plus the Alternate Base Rate in effect from time to time. (b) Each Domestic Borrower agrees to pay interest in respect of the unpaid principal amount of each Eurodollar Advance made to such Domestic Borrower from the date thereof until the conversion or maturity (whether by acceleration or otherwise) of such Eurodollar Advance, at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin plus the Eurodollar Rate for such Interest Period. (c) Each Borrower agrees to pay interest in respect of the unpaid principal amount of each Core Currency Euro Advance made to such Borrower from the date thereof until the conversion or maturity (whether by acceleration or otherwise) of such Core Currency Euro Advance at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin plus the Core Currency Euro Rate for such Interest Period. (d) Each Non-Core Currency Borrower agrees to pay interest in respect of the unpaid principal amount of each Individual Currency Loan made to such Non-Core Currency Borrower from the date thereof until the maturity (whether by acceleration or otherwise) of such Individual Currency Loan at a rate per annum which shall, during the Interest Period applicable thereto, be equal to the sum of the Applicable Margin plus the Individual Currency Rate for such Interest Period. 50 (e) Each Swing Line Borrower agrees to pay interest in respect of the unpaid principal amount of each Swing Line Negotiated Rate Advance made to such Swing Line Borrower from the date thereof until the maturity (whether by acceleration or otherwise) of such Swing Line Negotiated Rate Advance at a rate per annum which shall, during the Interest Period applicable thereto, be equal to the Swing Line Negotiated Rate for such Interest Period. (f) Each Borrower agrees to pay interest in respect of the unpaid principal amount of each Bid Loan made to such Borrower from the date thereof until the maturity (whether by acceleration or otherwise) of such Bid Loan at a rate per annum which shall, during the Interest Period applicable thereto, be equal to the Bid Rate for such Interest Period. (g) Each Borrower agrees to pay interest in respect of the unpaid principal amount of each Negotiated Rate Loan made to such Borrower from the date thereof until the maturity (whether by acceleration or otherwise) of such Negotiated Rate Loan at a rate per annum which shall, during the Interest Period applicable thereto, be equal to the Negotiated Rate for such Interest Period. (h) Overdue principal and, to the extent permitted by law, overdue interest in respect of each Loan shall, in each case, bear interest at a rate per annum equal to the rate which is 2% in excess of the rate applicable to such Loan (or in the case of a Dollar Bid Loan or a Dollar Negotiated Rate Loan, 2% in excess of the Alternate Base Rate, or in the case of an Alternate Currency Bid Loan, an Alternate Currency Swing Line Loan, an Alternate Currency Negotiated Rate Loan, an Individual Currency Loan or a Letter of Credit designated in an Alternate Currency, 2% in excess of the all-in rate determined by the applicable Lender, Issuing Bank or Swing Line Lender, as the case may be, as its cost of funds in the Applicable Currency or, in the case of such Letter of Credit, the applicable Currency) until paid in full (whether before of after the entry of a judgment thereon). If all or any portion of any reimbursement obligation in respect of a Letter of Credit designated in Dollars shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the Alternate Base Rate plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon). Any other overdue amount payable hereunder shall, to the extent permitted by law, bear interest at a rate per annum equal to the Alternate Base Rate plus 2% until paid in full (whether before or after the entry of a judgment thereon). All such interest shall be payable on de- mand. (i) Accrued (and theretofore unpaid) interest shall be 51 payable (i) in respect of each ABR Advance constituting a Revolving Loan, quarterly in arrears on each Quarterly Payment Date, (ii) in respect of each Eurodollar Advance and each Core Currency Euro Advance, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, (iii) in respect of each Bid Loan, Negotiated Rate Loan, Individual Currency Loan, Swing Line Negotiated Rate Advance and ABR Advance made as a Swing Loan, on the last day of the Interest Period ap- plicable thereto, and (iv) in respect of each Loan, on any repayment or prepayment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. (j) The Administrative Agent shall determine the respective interest rate for each Interest Period applicable to a Eurodollar Advance or Core Currency Euro Advance for which such determination is being made and shall promptly notify the applicable Borrower and the Lenders thereof. (k) Interest on all Loans shall be calculated on the basis of a 360 day year for the actual number of days elapsed except that interest on ABR Advances to the extent based on the BNY Rate, interest on Core Currency Euro Advances in Sterling Pounds and interest on Individual Currency Loans designated in Australian Dollars, Canadian Dollars, Italian Lira and New Taiwan Dollars shall be calculated on the basis of a 365 or 366-day year (as the case may be). Any change in the interest rate on the Loans resulting from a change in the Alternate Base Rate or the Federal Funds Rate shall become effective as of the opening of business on the day on which such change shall become effective. The Administrative Agent shall, as soon as practicable, notify the Parent (on behalf of all Borrowers) and the Lenders of the effective date and the amount of each change in the BNY Rate, but any failure so to notify shall not in any manner affect the obli- gation of the Borrowers to pay interest on the Loans in the amounts and on the dates required. Each determination of (i) the Alternate Base Rate, a Eurodollar Rate or a Core Currency Euro Rate by the Administrative Agent, (ii) an Individual Currency Rate by the applicable Lender, and (iii) an all-in cost of funds rate or any rate based thereon by the Administrative Agent or the Reference Lender, or such applicable Lender, as the case may be, in each case pursuant to this Agreement shall be conclusive and binding on all parties hereto absent manifest error. The Borrowers acknowledge that to the extent interest payable on ABR Advances is based on the BNY Rate, such Rate is only one of the bases for computing interest on loans made by the Lenders, and by basing interest payable on ABR Advances on the BNY Rate, the Lenders have not committed to charge, and the Borrowers have not in any way bargained for, interest based on a lower or the lowest rate at which the Lenders may now or in the future make loans to 52 other borrowers. (l) Decreases in the Applicable Margin resulting from a change in Pricing Levels I, II, III, IV and/or V shall become effective upon the delivery by the Parent to the Administrative Agent of a certificate of the Responsible Officer certifying as to a change in the Rating by Moody's or S&P of the senior unsecured long term debt rating of the Parent. Increases in the Applicable Margin shall become effective on the effective date of any downgrade or withdrawal in the Rating by Moody's or S&P of the senior unsecured long term debt rating of the Parent. (m) If the Reference Lender shall for any reason no longer be a Lender, it shall thereupon cease to be the Reference Lender. The Administrative Agent shall, by notice to the Borrowers and the Lenders, designate another Lender as the Reference Lender so that there shall at all times be at least one Reference Lender. The Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent on a timely basis as contemplated hereby. I. Termination or Reduction of Aggregate Commitments, Swing Line Commitment, Individual Currency Commitments and Letter of Credit Commitment (a) Voluntary Reductions. The Parent shall have the right, upon at least three Business Days' prior written notice to the Administrative Agent, at any time to terminate the Aggregate Commitments or the Letter of Credit Commitment or from time to time to reduce permanently the Aggregate Commitments or the Letter of Credit Commitment, provided, however, that any such re- duction shall be in the amount of $10,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (b) Swing Line Commitment. The Parent shall have the right, upon at least three Business Days' prior written notice to the Administrative Agent and the Swing Line Lender, at any time, to reduce permanently the Swing Line Commitment in whole at any time, or in part from time to time, to an amount not less than the aggregate principal balance of the Swing Line Loans then out- standing (after giving effect to any contemporaneous prepayment thereof) without premium or penalty, provided that each partial reduction of the Swing Line Commitment shall be in an amount equal to $10,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (c) Individual Currency Commitments. The Parent shall have the right, upon at least three Business Days' prior written notice to the Administrative Agent and the applicable Lender, at any time, to reduce permanently any Individual Currency Com- mitment of such Lender in whole at any time, or in part from time to time, to an amount not less than the aggregate principal 53 balance of the Individual Currency Loans of such Lender then out- standing under such Individual Currency Commitment (after giving effect to any contemporaneous prepayment thereof) without premium or penalty provided that each partial reduction of such Individual Currency Commitment shall be in an amount in the applicable Non-Core Currency having a Dollar Equivalent of approximately $1,000,000 or such amount plus a whole multiple of approximately $1,000,000 in excess thereof. (d) In General. Each reduction of the Aggregate Com- mitments shall be applied pro rata according to the Commitment Percentage of each Lender, and each reduction in the Letter of Credit Commitment shall be applied pro rata according to the Availability Percentage of each Lender at the time of such reduction. Simultaneously with each reduction of the Aggregate Commitments under this Section, the Borrowers shall pay the Facility Fee accrued on the amount by which the Aggregate Commit- ments have been reduced. Simultaneously with each reduction of the Aggregate Commitments, the Swing Line Commitment and the Individual Currency Commitments, the Borrowers shall prepay the Loans as required by Section 2.10. The Aggregate Commitments shall not be reduced below an amount equal to the Aggregate Credit Exposure (after giving effect to any prepayment of the Loans made simultaneously with such reduction of the Aggregate Commitments). The Aggregate Commitments shall not be reduced to the extent, immediately after giving effect thereto, the Commitment of any Lender would exceed the sum of (I) the ag- gregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (II) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Cur- rency Loan), plus (III) the SL/LC Credit Exposure of such Lender. The Letter of Credit Commitment shall not be reduced below an amount equal to the Letter of Credit Exposure. J. Prepayments of the Loans (a) Voluntary Prepayments. Each Borrower may, at its option, prepay the Loans made to such Borrower without premium or penalty, (x) in the case of Revolving Loans and Swing Loans, in full at any time or in part from time to time, and (y) in the case of Negotiated Rate Loans, Bid Loans and Individual Currency Loans, in full at any time, in each case by notifying the Administrative Agent in writing at least three Business Days prior to the proposed prepayment date, identifying the Loans to be prepaid as Revolving Loans, Swing Line Loans, Negotiated Rate Loans, Bid Loans or Individual Currency Loans and specifying whether the Loans to be prepaid consist of ABR Advances, Euro- dollar Advances, Core Currency Euro Advances or Swing Line Negotiated Rate Advances, or a combination thereof, the amount to 54 be prepaid and the date of prepayment. Such notice shall be ir- revocable and the amount specified in such notice shall be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof in the case of Revolving Loans, the Swing Line Lender in the case of Swing Loans and the applicable Lender or Lenders in the case of Bid Loans, Negotiated Rate Loans and Individual Currency Loans. Each partial prepayment of ABR Ad- vances pursuant to this subsection shall be in an aggregate principal amount of $100,000 or such amount plus a whole multiple of $50,000 in excess thereof, or, if less, the outstanding principal balance of the ABR Advances. After giving effect to any partial prepayment with respect to Eurodollar Advances or Core Currency Euro Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal amount of such Eurodollar Advances or Core Currency Euro Advances shall equal (subject to Section 2.6) $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Alternate Currency Equivalent of approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in excess thereof in the case of a prepayment of Core Currency Euro Advances). (b) Mandatory Prepayments of Loans. (i) Subject to clause (ii) below with respect to Swing Line Loans and clause (iii) below with respect to the Individual Currency Loans of each Lender, simultaneously with each reduction of the Aggregate Commitments under Section 2.9, the Borrowers shall prepay the Loans by the amount, if any, by which the Aggregate Credit Exposure exceeds the amount of the Aggregate Commitments as so reduced. (ii) Simultaneously with each reduction of the Swing Line Commitment under Section 2.9, the Swing Line Borrowers shall prepay the Swing Line Loans by the amount, if any, by which the outstanding principal balance of the Swing Line Loans (de- termined on the basis of the Dollar Equivalent for each out- standing Alternate Currency Swing Line Loan) exceeds the amount of the Swing Line Commitment as so reduced. (iii) Simultaneously with each reduction of the Individual Currency Commitment of any Lender under Section 2.9, the applicable Non-Core Currency Borrower shall prepay the Individual Currency Loans made by such Lender to such Non-Core Currency Borrower under such Individual Currency Commitment by the amount, if any, by which the outstanding principal balance of such Individual Currency Loans exceeds the amount of such Individual Currency Commitment as so reduced. (iv) If on any date that the Dollar Equivalent is 55 required to be calculated pursuant to Section 11.6 the Aggregate Credit Exposure shall exceed the Aggregate Commitments, the Borrowers shall prepay the Loans in an aggregate principal amount such that immediately after giving effect thereto, the Aggregate Credit Exposure shall not exceed the Aggregate Commitments. (v) If on any date that the Dollar Equivalent is required to be calculated pursuant to Section 11.6 the Aggregate Credit Exposure attributable to all Loans and Letters of Credit designated in Non-Core Currencies shall exceed $60,000,000, the Borrowers shall prepay such Loans in an aggregate principal amount such that immediately after giving effect thereto, the Aggregate Credit Exposure attributable to all Loans and Letters of Credit designated in Non-Core Currencies shall not exceed $60,000,000. (c) In General. If any prepayment is made in respect of any Eurodollar Advance, Core Currency Euro Advance, Swing Line Negotiated Rate Advance, Individual Currency Loan, Negotiated Rate Loan or Bid Loan, in whole or in part, prior to the last day of the Interest Period applicable thereto, the applicable Bor- rower agrees to indemnify the Lenders in accordance with Section 2.15. K. Bid Loans; Procedure (a) Each Borrower may make Bid Requests by 12:00 Noon (i) at least two Business Days prior to the proposed Borrowing Date for one or more Bid Loans. Each Bid Request shall be given to the Administrative Agent (which shall promptly on the same day give notice thereof to each Lender by facsimile of an Invitation to Bid if the Bid Request is not rejected pursuant to this Sec- tion), shall be by telephone (confirmed in writing promptly on the same day by the delivery of a Bid Request signed by the applicable Borrower), and shall specify (i) the proposed Borrowing Date, which shall be a Business Day, (ii) the aggregate amount of the requested Bid Loans (the "Maximum Request") which shall not (A) exceed an amount which, on the proposed Borrowing Date, and after giving effect to the proposed Bid Loans, would result in (x) the Aggregate Credit Exposure exceeding the Ag- gregate Commitments or (y) the Aggregate Credit Exposure at- tributable to all Loans and Letters of Credit designated in Non- Core Currencies exceeding $60,000,000, or (B) with respect to each Bid Loan be less than $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or approximately the Dol- lar Equivalent thereof in the case of Alternate Currency Bid Loans), (iii) the Bid Interest Period(s) (up to three Bid Inter- est Periods may be requested pursuant to each Bid Request) therefor and the last day of each such Interest Period and (iv) the Applicable Currency for each Bid Loan. A Bid Request that does not conform substantially to the form of Exhibit F shall be rejected, and the Administrative Agent shall promptly notify the 56 applicable Borrower of such rejection. (b) Each Lender in its sole discretion may (but is not obligated to) submit one or more Bids to the Administrative Agent and the Parent not later than 9:30 A.M. (i) one Business Day prior to the proposed Borrowing Date specified in such Bid Request in the case of a Bid Loan (such 9:30 A.M. time on such Business Days each being herein called a "Bid Submission Dead- line"), by fax or in writing, and thereby irrevocably offer to make all or any part (any such part referred to as a "Portion") of any Bid Loan described in the relevant Bid Request, at a rate of interest per annum (each a "Bid Rate") specified therein, in an aggregate principal amount of not less than $500,000 or such amount plus a wholemultiple of $100,000 in excess thereof (or ap- proximately the Dollar Equivalent thereof in the case of Al- ternate Currency Bid Loans), provided that Bids submitted by the Administrative Agent may only be submitted if the Administrative Agent notifies the Parent and the applicable Borrower of the terms of its Bid not later than fifteen minutes prior to the Bid Submission Deadline. Multiple Bids may be delivered to and by the Administrative Agent. The aggregate Portions of Bid Loans for any or all Interest Periods offered by each Lender in its Bid may exceed the Maximum Request contained in the relevant Bid Re- quest, provided that each Bid shall set forth the maximum ag- gregate amount of the Bid Loans offered thereby which the ap- plicable Borrower may accept (the "Maximum Offer"), which Maximum Offer shall not exceed the Maximum Request. (c) The Administrative Agent shall promptly give notice by telephone (promptly confirmed in writing) to the Parent and the applicable Borrower of all Bids received by the Administrative Agent which comply in all material respects with this Section prior to the Bid Submission Deadline. The ap- plicable Borrower shall, in its sole discretion but subject to Section 2.11(d), irrevocably accept or reject any such Bid (or any Portion thereof) not later than 10:30 A.M. one Business Day prior to the proposed Borrowing Date by notice to the Administrative Agent by telephone (confirmed in writing in the form of a Bid Accept/Reject Letter promptly the same day). Promptly on the day of the Bid Submission Deadline, the Admin- istrative Agent will give notice in the form of a Bid Loan Confirmation to each Lender that submitted a Bid as to the extent, if any, that such Lender's Bid shall have been accepted. If the Administrative Agent fails to receive notice from the applicable Borrower of its acceptance or rejection of any Bids at or prior to 10:30 A.M. on the applicable day, all such Bids shall be deemed to have been rejected by the applicable Borrower, and the Administrative Agent will give to each Lender which submitted a Bid notice of such rejection by telephone on such day. (d) If the applicable Borrower accepts a Portion of a proposed Bid Loan for a single Interest Period at the Bid Rate 57 provided therefor in a Lender's Bid, such Portion shall be in a principal amount of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or approximately the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans), subject to such lesser allocation as may be made pursuant to the provisions of this subsection. The aggregate principal amount of Bid Loans accepted by the applicable Borrower following Bids responding to a Bid Request shall not exceed the Maximum Request. The aggregate principal amount of Bid Loans accepted by the ap- plicable Borrower pursuant to a Lender's Bid shall not exceed the Maximum Offer therein contained. If the applicable Borrower accepts any Bid Loans or Portion offered in any Bid, the applicable Borrower must accept Bids (and Bid Loans and Portions thereby offered) based exclusively upon the successively lowest Bid Rates within each Interest Period and no other criteria. If two or more Lenders submit Bids with identical Bid Rates for the same Bid Interest Period and the applicable Borrower accepts any thereof, the applicable Borrower shall, subject to the first three sentences of this subsection, accept all such Bids as nearly as possible in proportion to the amounts of such Lender's respective Bids with identical Bid Rates for such Bid Interest Period, provided, that if the amount of Bid Loans to be so allocated is not sufficient to enable each such Lender to make such Bid Loan (or Portions thereof) in an aggregate principal amount of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans), the applicable Borrower shall round the Bid Loans (or Portions thereof) al- located to such Lender or Lenders as the applicable Borrower shall select as necessary to a minimum of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans). (e) Each Lender which makes a Bid Loan shall notify the Administrative Agent promptly of the making thereof (unless the proceeds of such Bid Loan were advanced to the Administrative Agent). (f) All notices required by this Section shall be given in accordance with Section 11.2. (g) Each Bid Loan shall be due and payable on the earlier of (x) the last day of the Interest Period applicable thereto and (y) the Maturity Date. L. Negotiated Rate Loans; Procedure (a) If at any time any Borrower, any Lender and the Parent shall have agreed that such Lender shall make a Negotiated Rate Loan to such Borrower, such Borrower and the Parent shall promptly execute and deliver to such Lender a Negotiated Rate 58 Confirmation Request, specifying (i) the proposed Borrowing Date, which shall be a Business Day, (ii) the aggregate amount of the requested Negotiated Rate Loan which shall not (A) exceed an amount which, on the proposed Borrowing Date, and after giving effect to the proposed Negotiated Rate Loan, would result in (x) the Aggregate Credit Exposure exceeding the Aggregate Commitments or (y) the Aggregate Credit Exposure attributable to all Loans and Letters of Credit designated in Non-Core Currencies exceeding $60,000,000, or (B) be less than $100,000 or such amount plus a whole multiple of $50,000 in excess thereof (or approximately the Dollar Equivalent thereof in the case of Alternate Currency Negotiated Rate Loans), (iii) the applicable rate of interest therefor (the "Negotiated Rate"), (iv) the Negotiated Rate In- terest Period therefor and the last day of such Negotiated Rate Interest Period, and (v) the Applicable Currency therefor. If such Negotiated Rate Confirmation Request is in all respects sat- isfactory to such Lender, it shall promptly sign a copy thereof and deliver a copy thereof to such Borrower, the Parent and the Administrative Agent (the "Negotiated Rate Confirmation"). (b) Each Lender which makes a Negotiated Rate Loan shall notify the Administrative Agent promptly of the making thereof (unless the proceeds of such Negotiated Rate Loan were advanced to the Administrative Agent). (c) All notices required by this Section shall be given in accordance with Section 11.2. (d) Each Negotiated Rate Loan shall be due and payable on the earlier of (x) the last day of the Interest Period ap- plicable thereto and (y) the Maturity Date. M. Taxes (a) Payments to Be Free and Clear. All payments by each Borrower under the Loan Documents shall be made free and clear of, and without any deduction or withholding for, any Indemnified Tax. If any Credit Party or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding (which deduction or withholding would constitute an Indemnified Tax) from any amount required to be paid by any Credit Party to or on behalf of any Indemnified Tax Person under any Loan Document (each a "Required Payment"): (i) such Credit Party shall notify the Administra- tive Agent and such Indemnified Tax Person of any such requirement or any change in any such requirement as soon as such Credit Party becomes aware of it; (ii) such Credit Party shall pay such Indemnified Tax before the date on which penalties attach thereto, such 59 payment to be made (if the liability to pay is imposed on such Credit Party) for its own account or (if the liability is imposed on such Indemnified Tax Person) on behalf of and in the name of such Indemnified Tax Person; (iii) such Credit Party shall pay to such Indem- nified Tax Person an additional amount such that such Indemnified Tax Person shall receive on the due date therefor an amount equal to the Required Payment had no such deduction or withholding been required; and (iv) such Credit Party shall, within 30 days after paying such Indemnified Tax, deliver to the Administrative Agent and the applicable Indemnified Tax Person satisfactory evidence of such payment to the relevant Governmental Authority. (b) Other Indemnified Taxes. If an Indemnified Tax Person or any affiliate thereof is required by any law, rule, regulation, order, directive, treaty or guideline to pay any Indemnified Tax (excluding an Indemnified Tax which is subject to Section 2.13(a)) with respect to any sum paid or payable by any Credit Party to such Indemnified Tax Person under the Loan Documents: (i) such Indemnified Tax Person shall notify such Credit Party of any such payment of Indemnified Tax; and (ii) such Credit Party shall pay to such Indem- nified Tax Person the amount of such Indemnified Tax within 5 days of such notice. (c) Tax on Indemnified Taxes. If any amounts are payable by a Credit Party in respect of Indemnified Taxes pur- suant to Section 2.13(a) or (b), such Credit Party agrees to pay to the applicable Indemnified Tax Person, within 5 Business Days of written request therefor, an amount equal to all Taxes imposed with respect to such amounts as such Indemnified Tax Person shall determine in good faith are payable by such Indemnified Tax Person or any affiliate thereof in respect of such amounts and in respect of any amounts paid to or on behalf of such Indemnified Tax Person pursuant to this clause (c). (d) Exception for Existing Taxes. No amount shall be required to be paid to any Indemnified Tax Person under Section 2.13(a)(iii) or (b) with respect to an Indemnified Tax to the extent that such Indemnified Tax would have been required to have been paid under any law, rule, regulation, order, directive, treaty or guideline in effect on the Effective Date. (e) U.S. Tax Certificates. Each Lender that is or- ganized under the laws of any jurisdiction other than the United States or any political subdivision thereof shall deliver to the 60 Administrative Agent for transmission to the Parent, on or prior to the first Borrowing Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or master assignment and acceptance agreement pursuant to which it becomes a Lender in accordance with Section 11.1 or 11.7, (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent, any Credit Party or the Ad- ministrative Agent (each in the reasonable exercise of its discretion), such certificates, documents or other evidence, properly completed and duly executed by such Lender (including, without limitation, Internal Revenue Service Form 1001 or Form 4224) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under the Loan Documents. No Credit Party shall be required to pay any additional amount to any such Lender under Section 2.13(a)(iii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have satisfied such requirements on the first Borrowing Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or master assignment and acceptance agreement pursuant to which it became a Lender (in the case of each other Lender), nothing in this subsection shall relieve any Credit Party of its obligation to pay any additional amounts pursuant to Section 2.13(a)(iii) in the event that, as a result of any change in applicable law (including, without limitation, any change in the interpretation thereof), such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence. (f) Other Tax Certificates. Each Indemnified Tax Person agrees to use reasonable efforts to deliver to any Credit Party, promptly upon any request therefor from time to time by such Credit Party, such forms, documents and information as may be required by applicable law, regulation or treaty from time to time and to file all appropriate forms to obtain a certificate or other appropriate documents from the appropriate Governmental Authorities to establish that payments made in respect of any Alternate Currency Loan or Letter of Credit designated in an Alternate Currency by such Credit Party can be made without (or at a reduced rate of) withholding of Taxes, provided, however, that if such Indemnified Tax Person is or becomes unable by virtue of any applicable law, regulation or treaty, to establish such exemption or reduction, such Credit Party shall nonetheless remain obligated under Subsection 2.13(a) to pay the amounts described therein, and provided further, that no Indemnified Tax 61 Person shall be required to take any action hereunder which, in the sole discretion of such Indemnified Tax Person, would cause such Indemnified Tax Person or any affiliate thereof to suffer a material economic, legal or regulatory disadvantage. (g) Adverse Tax Position. (i) An "Excess Tax" shall be the excess of (x) the Tax imposed, levied, collected, withheld or assessed by any Governmental Authority without the United States from which a payment is made by or on behalf of a Credit Party subject to an Adverse Tax Position or in which such Credit Party or an affiliate has an office or is deemed to be doing business, over (y) the Tax which would be imposed, levied, collected, withheld or assessed by such Governmental Authority, but for the existence of such Adverse Tax Position. (ii) An "Adverse Tax Position" with respect to a Credit Party shall mean a position resulting from the lack of adequate capitalization or other similar condition with respect to such Credit Party which, under applicable law or applicable treaty, results in higher Taxes on payments under the Loan Documents than would otherwise be imposed. (iii) All payments by each Borrower under the Loan Documents shall be made free and clear of, and without any deduc- tion or withholding for, any Excess Tax. If any Credit Party or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or with- holding on account of any Tax from any Required Payment with respect to any Indemnified Tax Person and if all or a portion of such Tax represents Excess Tax: (A) such Credit Party shall notify the Ad- ministrative Agent and such Indemnified Tax Person of any such requirement or any change in any such requirement as soon as such Credit Party becomes aware of it; (B) such Credit Party shall pay such Excess Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Credit Party) for its own account or (if the liability is imposed on such Indemnified Tax Person) on behalf of and in the name of such Indemnified Tax Person; (C) such Credit Party shall pay to such In- demnified Tax Person an additional amount such that such In- demnified Tax Person shall receive on the due date therefor an amount equal to the Required Payment had no such deduction or withholding been required with respect to such Excess Tax; and (D) such Credit Party shall, within 30 days 62 after paying such Excess Tax, deliver to the Administrative Agent and the applicable Indemnified Tax Person satisfactory evidence of such payment to the relevant Governmental Authority. (iv) If an Indemnified Tax Person or any affiliate thereof is required by any law, rule, regulation, order, directive, treaty or guideline to pay any Excess Tax (excluding Excess Tax which is subject to Section 2.13(g)(iii)) with respect to any sum paid or payable by any Credit Party to such Indemnified Tax Person under the Loan Documents: (A) such Indemnified Tax Person shall notify such Credit Party of any such payment of Excess Tax; and (B) such Credit Party shall pay to such In- demnified Tax Person the amount of such Excess Tax within 5 Business Days of such notice. (v) If any amounts are payable by a Credit Party in respect of Excess Tax pursuant to Section 2.13(g)(iii) or (iv) such Credit Party agrees to pay to the applicable Indemnified Tax Person, within 5 days of written request therefor, an amount equal to all Taxes imposed with respect to such amounts as such Indemnified Tax Person shall determine are payable by such Indemnified Tax Person or any affiliate thereof in respect of such amounts and in respect of any amounts paid to or on behalf of such Indemnified Tax Person pursuant to this clause (v). N. Increased Costs, Illegality, etc. (a) In the event that any Lender with respect to clauses (ii) and (iii) below or the Administrative Agent, the Reference Lender, or the applicable Lender, as the case may be, with respect to clauses (i) and (iv) below shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on the second Business Day immediately preceding the making of any requested Eurodollar Advance, Core Currency Euro Advance or Individual Currency Loan that, by reason of any changes arising after the Effective Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the Eurodollar Rate, the Core Currency Euro Rate or the Individual Currency Rate, as the case may be; or (ii) at any time that such Lender has incurred in- creased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan, in each case by an amount such Lender deems to be material, 63 because of any change since the Effective Date (or in the case of any Bid Loan, subsequent to acceptance by a Borrower of such Bid Loan, and in the case of any Negotiated Rate Loan, subsequent to the date of such Lender's execution of the Negotiated Rate Confirmation for such Negotiated Rate Loan) in any law, rule, regulation, order or guideline ap- plicable to such Lender or the compliance by such Lender with any request (whether or not having the force of law) from any Governmental Authority made subsequent to the Ef- fective Date (or in the case of any Bid Loan, subsequent to acceptance by a Borrower of such Bid Loan, and, in the case of any Negotiated Rate Loan, subsequent to the date of such Lender's execution of the Negotiated Rate Confirmation for such Negotiated Rate Loan) or in the interpretation or administration thereof and including the introduction of any new law, rule, regulation, order, guideline or request, such as, for example, but not limited to: (A) a change in the ba- sis of taxation of payment to any Lender of the principal of or interest on such Fixed Rate Loan or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the Tax on the Income of such Lender), or (B) a change in official reserve (including any marginal, emergency, supplemental, special or other reserve) or similar requirements (except to the extent included in the computation of the respective Eurodollar Rate, the Core Currency Euro Rate, Swing Line Negotiated Rate, Negotiated Rate, Individual Currency Rate or Bid Rate, as the case may be), or any special deposit, assessment or similar re- quirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office); or (iii) at any time that the making or continuance of any Fixed Rate Loan has been made (x) unlawful by any law, rule, regulation or order or (y) impossible by compli- ance by any Lender in good faith with any governmental directive or request (whether or not having the force of law); or (iv) at any time that any Core Currency (other than Dollars) or any Non-Core Currency, as the case may be, is not available in sufficient amounts, as determined in good faith by the Reference Lender in the case of such Core Currency, and by the applicable Lender in the case of such Non-Core Currency, to fund any borrowing of Alternate Cur- rency Loans in such Core Currency or such Non-Core Currency, as the case may be; then, and in any such event, such Lender, in the case of clause (ii) or (iii) above, or the Administrative Agent, the Reference Lender or the applicable Lender, as the case may be, in the case of clause (i) or (iv) above, shall promptly give notice (by 64 telephone confirmed in writing) to the Parent (on behalf of all Borrowers) and, except for the Administrative Agent, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (w) in the case of clause (i) above, (A) in the event that Eurodollar Advances, Core Currency Euro Advances or Individual Currency Loans are so affected, Eurodollar Advances, Core Currency Euro Advances or Individual Currency Loans from such applicable Lender, as the case may be, shall no longer be available until such time as the Administrative Agent, the Reference Lender or such applicable Lender, as the case may be, notifies the Parent and the Lenders that the circumstances giving rise to such notice by the Administrative Agent, the Reference Lender or such applicable Lender, as the case may be, no longer exist, and any Notice of Borrowing or Notice of Conversion given by any Borrower with respect to Eurodollar Advances, Core Currency Euro Advances or Individual Currency Loans to be made by such applicable Lender, as the case may be, which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the applicable Borrower and (B) in the event that any Core Currency Euro Advance or Individual Currency Loan is so affected, the interest rate for such Core Currency Euro Advance or such Individual Currency Loan, as the case may be, shall be determined on the basis provided in the proviso to the definition of Core Currency Euro Rate or Individual Currency Rate, as the case may be, (x) in the case of clause (ii) above, the applicable Borrower shall pay to such Lender, within 3 days of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof, submitted to such applicable Borrower by such Lender in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto), (y) in the case of clause (iii) above, the applicable Borrower shall take one of the actions specified in Section 2.14(b) and (z) in the case of clause (iv) above, Core Currency Euro Advances in the affected Core Currency or Individual Currency Loans from the applicable Lender in the affected Non- Core Currency, as the case may be, shall no longer be available until such time as the Reference Lender or such applicable Lender, as the case may be, notifies the Parent (on behalf of all Borrowers), the Administrative Agent and the Lenders that the circumstances giving rise to the notice referred to above by the Reference Lender or such applicable Lender, as the case may be, to the Parent (on behalf of all Borrowers) and the Administrative Agent no longer exists, and any Notice of Borrowing given by the affected Borrower with respect to such Core Currency Euro Advances or such Individual Currency Loans, as the case may be, 65 which have not yet been incurred shall be deemed rescinded by such affected Borrower. Each of the Administrative Agent, the Reference Lender and the Lenders agree that if it gives notice to any Borrower of any of the events described in clause (i), (iii) or (iv) above, it shall promptly notify the Parent (on behalf of all Borrowers) and, in the case of any such Lender and the Reference Lender, the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above with respect to Eurodollar Advances, Core Currency Euro Advances or Individual Currency Loans ceases to exist as to a Lender, the obligations of such Lender, as the case may be, to make Euro- dollar Advances, Core Currency Euro Advances or Individual Currency Loans and to convert Eurodollar Advances to new Eurodollar Advances or convert Core Currency Euro Advances to new Core Currency Euro Advances on the terms and conditions contained herein shall be reinstated. (b) At any time that any Fixed Rate Loan is affected by the circumstances described in Section 2.14(a)(ii) or (iii), the applicable Borrower may (and in the case of an affected Fixed Rate Loan by the circumstances described in Section 2.14(a)(iii) shall) either (x) if the affected Fixed Rate Loan is then being made initially or pursuant to a conversion, cancel the respective borrowing or conversion by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Parent was notified by the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii) or (iii) or (y) if the affected Fixed Rate Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent and the affected Lender, (A) in the case of a Eurodollar Advance, require the affected Lender to convert such Eurodollar Advance into an ABR Advance as of the end of the Interest Period then applicable to such Eurodollar Advance or, if earlier, as soon as practicable within the time required by law and (B) in the case of a Core Currency Euro Advance, Swing Line Negotiated Rate Advance, Negotiated Rate Loan, Individual Currency Loan or Bid Loan, take such action as the affected Lender may reasonably request with a view to minimizing the obligations of such Bor- rower under Section 2.15. (c) If any Lender determines that after the Effective Date the introduction of or any change in any applicable law, rule, regulation, order, guideline, directive or compliance by such Lender or any corporation controlling such Lender with any request (whether or not having the force of law) from any Governmental Authority concerning capital adequacy, or any change in interpretation or administration thereof by any Governmental Authority, in each case made subsequent to the date hereof, will have the effect of reducing the rate of return on the capital required to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender's Commitment or Individual Currency Commitments hereunder or its 66 obligations under the Loan Documents to a level below that which such Lender or such corporation could have achieved but for such application or compliance (taking into account such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then each of the Borrowers to the extent of its Proportionate Share and the Parent severally agrees to pay such to such Lender, within 3 Business Days of its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such reduction. In de- termining such additional amounts, each Lender will act reason- ably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender's rea- sonable good faith determination of compensation owing under this Section 2.14(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.14(c), will give prompt written notice thereof to the Parent (on behalf of all Borrowers), which notice shall show the basis for calculation of such additional amounts. (d) Each Lender shall notify the Parent (on behalf of all Borrowers) of any event occurring after the Effective Date entitling such Lender to compensation under this Section 2.14 as promptly as practicable, but in any event within 120 days after the officer having primary responsibility for this Agreement obtains actual knowledge thereof, provided that no such notice shall be required if such Lender has determined not to seek compensation under this Section 2.14 as a result of such event. Each Lender will furnish to each Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under this Section 2.14. Determinations and allocations by any Lender for purposes of this Section 2.14 on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 2.14 shall be prima facie evidence of such determinations and allocations. (e) Notwithstanding the foregoing, no Lender shall be entitled to any compensation described in Section 2.14 unless, at the time it requests such compensation, it is the policy or general practice of such Lender to request compensation for comparable costs in similar circumstances under comparable provisions of other credit agreements for comparable customers unless specific facts or circumstances applicable to any Borrower or the transactions contemplated by the Loan Documents would alter such policy or general practice, provided that nothing in this Section 2.14(e) shall preclude a Lender from waiving the collection of similar costs from one or more of its other 67 customers. (f) If any Lender fails to give the notice described in Section 2.14(d) within 90 days after it obtains such actual knowledge of the event required to be described in such notice, such Lender shall, with respect to any compensation that would otherwise be owing to such Lender under this Section 2.14, only be entitled to payment for increased costs incurred from and after the date that such Lender does give such notice. O. Compensation Each Borrower shall compensate each Lender, within 3 days of its written demand therefor (which demand shall set forth the basis for requesting such compensation), for all reasonable losses, expenses and liabilities, including any loss, expense or liability (including those related to currency exchange) incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Fixed Rate Loans but excluding any loss of anticipated profit which such Lender may sustain: (i) if for any reason, a borrowing of, or conversion from or into a Fixed Rate Loan does not occur on a date specified therefor in a Notice of Borrowing, a Notice of Conversion, a Negotiated Rate Confirmation or a Bid accepted by a Borrower; (ii) if any repayment (including any repayment made pursuant to Section 2.10 or as a result of an acceleration of the Loans pur- suant to Section 9) or conversion of any of such Borrower's Fixed Rate Loans occurs on a date which is not the last day of an Interest Period with respect thereto; (iii) if any prepayment of any of such Borrower's Fixed Rate Loans is not made on any date specified in a notice of prepayment given by such Borrower; or (iv) as a consequence of (x) any other default by such Borrower to repay its Loans when required by the terms of this Agreement or (y) any election made pursuant to Section 2.14(b) or 11.1(b). P. Change of Applicable Lending Office and Applicable Payment Office (a) With respect to any Loan of any Lender or any Letter of Credit, such Lender agrees that on the occurrence of any event giving rise to the operation of Section 2.13, Section 2.14(a)(ii) or (iii), Section 2.14(c), Section 2.14(d) or Section 2.22 with respect to such Loan or such Letter of Credit, it will, if requested by the applicable Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another Applicable Lending Office or Applicable Payment Office, as the case may be, for such Loan or such Letter of Credit affected by such event, provided that such designation is made on such terms that such Lender and its Applicable Lending Office or Applicable Payment Office, as the case may be, suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the op- 68 eration of such Section. Nothing in this Section shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in Sections 2.13, 2.14, 2.15 and 2.22. (b) Each Lender shall have the right at any time and from time to time to transfer any of its Loans to a different office, provided that such Lender shall promptly notify the Administrative Agent and the Parent (on behalf of all Borrowers) of any such change of office. Such office shall thereupon become such Lender's Applicable Lending Office for such Loan provided, however, that no such Lender shall be entitled to receive any greater amount under Section 2.13, Section 2.14(a)(ii) or (iii), Section 2.14(c) or Section 2.22 as a result of a transfer of any such Loans to a different office of such Lender than it would be entitled to immediately prior thereto unless such claim would have arisen even if such transfer had not occurred. Q. Survival of Certain Obligations The obligations of the Borrowers under Sections 2.13, 2.14, 2.15, 2.22, 11.5 and 11.10 shall survive the termination of the Aggregate Commitments, the Swing Line Commitment, the Individual Currency Commitments, the Letter of Credit Commitment the payment of the Loans, the reimbursement obligations in re- spect of the Letters of Credit and all other amounts payable under the Loan Documents. R. Use of Proceeds The proceeds of the Loans shall be used to refinance the Indebtedness set forth on Schedule 5.8 and for general corporate purposes of the Parent and its Subsidiaries. The uses to which the proceeds of the Loans are put shall conform with the provisions of Section 4.11. S. Letter of Credit Sub-Facility (a) Subject to the terms and conditions of this Agreement, the Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.20, to issue standby letters of credit in Core Currencies (the "Letters of Credit"; each a "Letter of Credit") during the Commitment Period for the account of one or more of the Letter of Credit Applicants, provided, however, that, at the request of any Letter of Credit Applicant, the Issuing Bank may, in its sole discretion, issue one or more Letters of Credit for the account of such Letter of Credit Applicant in one or more Non-Core Currencies. The Letter of Credit Exposure at any one time outstanding shall not exceed the lesser of (i) the amount of the Letter of Credit Commitment and (ii) the excess, if any, of the sum of the Aggregate Com- mitments over the sum of the aggregate outstanding principal amount of all Loans (determined on the basis of the Dollar 69 Equivalent for each outstanding Alternate Currency Loan). The Letter of Credit Exposure at any one time outstanding attribut- able to all Letters of Credit issued in Non-Core Currencies shall not exceed the excess, if any, of $60,000,000 over the Aggregate Credit Exposure at such time attributable to all Loans designated in Non-Core Currencies. The sum of the aggregate principal amount of the Individual Currency Loans of all Lenders at any one time outstanding in any Non-Core Currency and the Letter of Credit Exposure at such time attributable to all Letters of Credit issued in such Non-Core Currency (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan and each such Letter of Credit) shall not exceed $5,000,000. Each Letter of Credit shall have an expiration date which shall not exceed the earlier of (x) twelve months from the date of issuance thereof and (y) 30 days immediately preceding the Matu- rity Date. No Letter of Credit shall be issued, and no amendment to any Letter of Credit shall be issued which would increase the stated amount or extend the expiration date of such Letter of Credit, (i) if the Administrative Agent or any Lender by notice to the Administrative Agent and the applicable Letter of Credit Applicant and the Parent no later than 1:00 P.M. one Business Day prior to the requested date of issuance of such Letter of Credit or amendment, shall have determined that any of the applicable conditions set forth in Sections 5 and 6 have not been satisfied and such conditions remain unsatisfied as of the requested time of issuing such Letter of Credit or amendment or (ii) to the extent that immediately after giving effect thereto the Aggregate Credit Exposure would exceed the Aggregate Commitments (each a "Non-Issuance Event"). (b) Each Letter of Credit shall be issued for the account of the applicable Letter of Credit Applicant for general corporate purposes of such Letter of Credit Applicant and its Subsidiaries. Such Letter of Credit Applicant and the Parent shall give the Administrative Agent a Letter of Credit Request for the issuance of such Letter of Credit by 11:00 A.M. three Business Days prior to the requested date of issuance. Such Letter of Credit Request shall be executed by such Letter of Credit Applicant and the Parent, and shall specify (i) the beneficiary of such Letter of Credit and the obligations of such Letter of Credit Applicant or any of its Subsidiaries, as the case may be, in respect of which such Letter of Credit is to be issued, (ii) such Letter of Credit Applicant's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iii) the maximum amount to be available under such Letter of Credit, (iv) the requested date of issuance and (v) the applicable Currency. Upon receipt of such Letter of Credit Re- quest from such Letter of Credit Applicant and the Parent, the Administrative Agent shall promptly notify the Issuing Bank and each other Lender thereof. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Bank, 70 and adequate and fair means in the sole discretion of the Issuing Bank shall exist for the issuance thereof, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuing Bank shall reasonably require and as may be acceptable to such Letter of Credit Applicant and the Parent. Such Letter of Credit shall be used solely for the purposes de- scribed therein and herein. The Issuing Bank shall, on the pro- posed date of issuance and subject to the other terms and con- ditions of this Agreement, issue such Letter of Credit. (c) Each payment by the Issuing Bank of a draft drawn under a Letter of Credit designated in a Core Currency shall give rise to an obligation on the part of the applicable Letter of Credit Applicant to reimburse the Issuing Bank immediately for the amount thereof at its Applicable Payment Office in such Core Currency. (d) Each payment by the Issuing Bank of a draft drawn under a Letter of Credit designated in a Non-Core Currency shall give rise to an obligation on the part of the applicable Letter of Credit Applicant to reimburse the Issuing Bank immediately for the amount thereof in Dollars, at such office as the Issuing Bank shall designate to the Administrative Agent, the Parent and such Letter of Credit Applicant, in an amount based upon the all-in cost of funds in Dollars of the Issuing Bank to fund such draft (each a "Dollar Reimbursement Amount"). In connection with each obligation of a Letter of Credit Applicant to pay a Dollar Reim- bursement Amount under this Section 2.19(d), the Issuing Bank shall deliver to such Letter of Credit Applicant, the Parent and the Administrative Agent a written statement setting forth such Dollar Reimbursement Amount. The Issuing Bank's determination of such Dollar Reimbursement Amount shall be conclusive absent manifest error. T. Letter of Credit Participation and Funding Commitments (a) Each Lender hereby unconditionally and ir- revocably, severally for itself only and without any notice to or the taking of any action by such Lender, takes from time to time an undivided participating interest in the obligations of the Issuing Bank under and in connection with each Letter of Credit in an amount equal to such Lender's Availability Percentage at such time of the amount of such Letter of Credit. Each Lender from time to time shall be liable to the Issuing Bank for its Availability Percentage at such time of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender from time to time shall also be liable for an amount equal to the product of its Availability Percentage at such time and any amounts paid by the applicable Letter of Credit Applicant pursuant to Section 2.21 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such li- 71 abilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by the Parent and the Borrowers with any of their respective obligations under the Loan Documents or any other circumstances. (b) The Administrative Agent will promptly notify each Lender (which notice shall be promptly confirmed in writing) of the date and the amount of any draft presented under any Letter of Credit with respect to which full reimbursement of payment is not made by the applicable Letter of Credit Applicant as provided in Sections 2.19(c) or 2.19(d), as the case may be, and forthwith upon receipt of such notice, and provided that no Non-Issuance Event shall have occurred and be continuing with respect to such Letter of Credit, such Lender (other than the Issuing Bank in its capacity as a Lender) shall make available to the Administrative Agent for the account of the Issuing Bank its Availability Per- centage at such time of the amount of such unreimbursed draft or, if such Letter of Credit is designated in a Non-Core Currency, the applicable Dollar Reimbursement Amount, at the Applicable Payment Office of the Administrative Agent in the applicable Core Currency or, if such Letter of Credit is designated in a Non-Core Currency, at the applicable office designated by the Administra- tive Agent pursuant to Section 2.19(d) in Dollars, and, in each case, in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender (other than the Issuing Bank in its capacity as a Lender) pursuant to the immediately preceding sentence to the Issuing Bank promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's Availability Percentage of the amount of any payment made by the Issuing Bank under a Letter of Credit in accordance with this clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Issuing Bank resulting from the gross negligence or willful misconduct of the Issuing Bank or the Administrative Agent, as the case may be). If a Lender does not make available to the Administrative Agent when due such Lender's Availability Percentage at such time of any unreimbursed payment made by the Issuing Bank under a Letter of Credit (other than payments made by the Issuing Bank by reason of its gross negligence or willful misconduct), such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on such Lender's Availability Percentage at such time of such payment at a rate of interest per annum equal to the Federal Funds Rate (or, in the case of any Letter of Credit designated in a Core Currency (other than Dollars), at a rate based upon the all-in cost of funds for the applicable Non-Core Currency) from the date such 72 Lender's payment is due until the date such payment is received by the Administrative Agent. The Administrative Agent shall distribute such interest payments to the Issuing Bank upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent or the Issuing Bank is reimbursed by any Letter of Credit Applicant, for the account of the Issuing Bank, for any payment under a Letter of Credit and such payment relates to an amount previously paid by a Lender in respect of its Availability Percentage of the amount of such payment under such Letter of Credit, the Administrative Agent or the Issuing Bank, as the case may be, will promptly pay over such payment to such Lender. U. Absolute Obligation with respect to Letter of Credit Payments The obligation of each Letter of Credit Applicant to reimburse the Administrative Agent for the account of the Issuing Bank in respect of each Letter of Credit issued for the account of such Letter of Credit Applicant for each payment under or in respect of such Letter of Credit shall be absolute and un- conditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which such Letter of Credit Applicant or any of its Subsidiaries may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, the Issuing Bank, as issuer of such Letter of Credit, any Lender, the Swing Line Lender or any other Person, including any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit. V. Increased Costs Based on Letters of Credit Without limiting the provisions of Section 2.14, if any law, rule, regulation, order, guideline or request or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof or GAAP shall either (a) impose, modify or make applicable any reserve, special deposit, assessment or similar requirement against any Letter of Credit issued or participated in by any Lender, or (b) impose on the Administrative Agent, the Issuing Bank or such Lender, as the case may be, any other condition regarding such Letter of Credit (except for imposition of, or changes in the rate of, the Tax on the Income of the Administrative Agent, the Issuing Bank or such Lender, as the case may be) and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Issuing Bank (or any successor thereto as issuer of such Letter of Credit) of issuing or maintaining such Letter of Credit or the cost to any Lender of its obligations pursuant to 73 Section 2.20, or the cost to the Administrative Agent of perform- ing its functions hereunder with respect to such Letter of Credit, in any case by an amount which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, deems mate- rial, then, upon demand by the Administrative Agent, the Issuing Bank or such Lender, as the case may be, the applicable Letter of Credit Applicant shall immediately pay to the Administrative Agent, the Issuing Bank or such Lender, as the case may be, from time to time as specified by the Administrative Agent, the Issuing Bank or such Lender, as the case may be, additional amounts which shall be sufficient to compensate the Administrative Agent, the Issuing Bank or such Lender, as the case may be, for such increased cost. A statement in reasonable detail as to such increased cost incurred by the Administrative Agent, the Issuing Bank or such Lender, as the case may be, as a result of any event mentioned in clauses (a) or (b) above, sub- mitted by the Administrative Agent, the Issuing Bank or such Lender, as the case may be, to such Letter of Credit Applicant shall be conclusive, absent manifest error, as to the amount thereof. W. Borrower Addenda Provided that no Default or Event of Default has occurred and is continuing, the Parent may direct that any of its wholly-owned Subsidiaries which is not then a Borrower become a Borrower by submitting a Borrower Addendum to the Administrative Agent with respect to such Subsidiary duly executed by each of the Parent and such Subsidiary together with a certificate, dated the date of such Borrower Addendum of the Secretary or Assistant Secretary of such Subsidiary (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Administrative Agent) taken by it to authorize such Borrower Addendum, the Loan Documents and the transactions contemplated thereby, (ii) attaching a true and complete copy of its certificate of incorporation, by-laws or other organizational documents, (iii) setting forth the incum- bency of its officer or officers who may sign the Borrower Addendum, including therein a signature specimen of such officer or officers, (iv) an opinion of foreign local counsel to such Subsidiary in all respects reasonably satisfactory to the Admin- istrative Agent and (v) attaching a certificate of good standing (or equivalent) issued by the jurisdiction of its incorporation. If any such document is not in English, such document shall be accompanied by a certified English translation thereof. Upon receipt of a Borrower Addendum and the supporting documentation referred to above, the Administrative Agent shall confirm such Borrower Addendum by signing a copy thereof and shall deliver a copy thereof to the Parent and each Lender. Thereupon the Subsidiary which executed such Borrower Addendum shall become a "Borrower" hereunder. In the event that such additional Borrower 74 is not a corporation organized under the laws of a jurisdiction in which any other Borrower is organized (and whose principal office is not located in a jurisdiction in which any other Borrower's principal office is located), this Agreement and the other Loan Documents will be deemed amended by adding definitions comparable to the definitions applicable to each other Subsidiary Borrower, such definitions to be as set forth in the applicable Borrower Addendum. X. Records (a) Lender's Records. Each Lender will note on its internal records with respect to each Loan made by it (i) the date and amount of such Loan, (ii) whether such Loan is a Re- volving Loan, Swing Line Loan, Individual Currency Loan, Nego- tiated Rate Loan or Bid Loan, (iii) the identity of the Borrower to whom such Loan was made, (iv) the interest rate (other than in the case of an ABR Advance), Individual Currency Rate, Negotiated Rate or Bid Rate and Interest Period, if applicable, applicable to such Loan and (v) each payment and prepayment of the principal thereof. (b) Administrative Agent's Records. The Administrative Agent shall keep records regarding the Loans, the Letters of Credit and this Agreement in accordance with its customary procedures for agented credits. (c) Prima Facie Evidence. The entries made in the records maintained pursuant to subsections (a) and (b) above shall, to the extent not prohibited by applicable law, be prima facie evidence of the existence and amount of the obligations of the Parent and each Borrower recorded therein; provided, however, that the failure of the Administrative Agent or any Lender, as the case may be, to make any notation on its records shall not affect the Parent's or the respective Borrower's obligations in respect of the Loans, the Letters of Credit or the Loan Documents. Y. Replacement of Lender If (i) any Borrower is obligated to pay to any Lender any amount under Section 2.13(a), (b) or (c) and such payment is attributable solely to any change since the Effective Date (in the case of each Lender listed on the signature pages hereof) or since the effective date of the Assignment and Acceptance Agreement pursuant to which it became a Lender (in the case of each other Lender) in any applicable law, rule, regulation, order, directive, treaty or guideline (whether or not having the force of law) or in the interpretation or administration thereof (including the introduction of any new law, rule, regulation, order, directive, treaty or guideline), (ii) any Lender shall have failed to make available a Loan on the date on which and in 75 the amount in which it was obligated to do so and shall not have cured such failure within three Business Days or (iii) any Lender shall have demanded any payment under Section 2.14 or excused itself from funding a Loan pursuant to Section 2.14, the Company shall have the right, in accordance with the requirements of Section 11.7(b), if no Default or Event of Default shall exist to replace up to two such Lenders (each a "Replaced Lender") with one or more other assignees (each, a "Replacement Lender"), reasonably acceptable to the Swing Line Lender and the Issuing Bank, provided that (I) at the time of any replacement pursuant to this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 11.7(b) (with the Assignment Fee payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (w) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Sections 3.1 and 3.2, (x) the Issuing Bank an amount equal to such Replaced Lender's Commitment Percentage of all drawings (which at such time remains an unpaid drawing) to the extent such amount was not theretofore funded by such Replaced Lender, (y) the Swing Line Lender an amount equal to such Replaced Lender's Commitment Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender and (z) the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the applicable Borrower(s) pursuant to Section 2.4(e) and which has not been repaid to the Administrative Agent by such Replaced Lender or the applicable Borrower(s) and (II) all obligations of the Borrowers owing to the Replaced Lender (other than those specifically described in clause (I) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in clauses (i) and (ii) of this Section 2.25, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to in- demnification provisions under this Agreement (including, without 76 limitation, Sections 2.13, 2.14, 2.15, 2.22, 11.5 and 11.10), which shall survive as to such Replaced Lender. III. FEES A. Facility Fee The Parent agrees to pay to the Administrative Agent, for the account of the Lenders in accordance with each Lender's Commitment Percentage, a fee (the "Facility Fee"), for each day from and after the Effective Date, equal to the product of (x) the Aggregate Commitments in effect as at the end of such day or, if no Commitments then exist, the Aggregate Commitments on the last day on which Commitments did exist, and (y) the applicable percentage set forth below based upon the Pricing Level in effect as at the end of such day:
Pricing Level Facility Fee Percentage ---------------- ----------------------- Pricing Level I 0.1000% Pricing Level II 0.1500 Pricing Level III 0.1750 Pricing Level IV 0.2000 Pricing Level V 0.3000.
The Facility Fee shall be (i) calculated on the basis of a 360-day year for the actual number of days elapsed, (ii) payable quarterly in arrears on each Quarterly Payment Date, commencing on the first such day following the Effective Date, and on the date that the Aggregate Commitments shall expire or otherwise terminate (or in the event that the Aggregate Commitments have expired or otherwise terminated, on the date that the Aggregate Credit Exposure has been reduced to $0). B. Letter of Credit Commissions The Parent agrees to pay to the Administrative Agent, for the account of the Lenders, commissions (the "Letter of Credit Commissions") with respect to the issued and outstanding Letters of Credit, for each day from and after the Effective Date, equal to, with respect to each Lender, the product of (x) the Letter of Credit Exposure as at the end of such day and (y) the Availability Percentage of such Lender as at the end of such day multiplied by (z) the applicable percentage set forth below based upon the Pricing Level in effect as at the end of such day: 77
Letter of Credit Pricing Level Commission Percentage ------------------ ----------------------- Pricing Level I 0.2000% Pricing Level II 0.2700% Pricing Level III 0.2750% Pricing Level IV 0.4000% Pricing Level V 0.4000%
The Letter of Credit Commissions shall be (i) calculated on the basis of a 360-day year for the actual number of days elapsed, (ii) payable quarterly in arrears on each Quarterly Payment Date and on the date that the Letter of Credit Commit- ments shall expire and the Letter of Credit Exposure is $0, and (iii) nonrefundable. C. Administrative Agent's and Issuing Bank's Fees (a) The Parent agrees to pay to the Administrative Agent, for its own account, such other fees as have been agreed to in writing from time to time by the Parent and the Administrative Agent. (b) The Parent agrees to pay to the Issuing Bank, for its own account, such other fees as have been agreed to in writing from time to time by the Parent and the Issuing Bank. IV. REPRESENTATIONS AND WARRANTIES In order to induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans, the Swing Line Lender to make the Swing Line Loans and the Lenders to participate therein, and the Issuing Bank to issue the Letters of Credit and the Lenders to participate therein, the Parent and the Borrowers make the following representations and warranties to the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders: A. Subsidiaries; Capital Stock As of the date of this Agreement, the Parent has only the Subsidiaries set forth on, and the autho- rized, issued and outstanding capital stock of the Parent and each such Subsidiary (or partnership or other interests, as the case may be) is as set forth on, Schedule 4.1. The shares of, or partnership or other interests in, each Subsidiary of the Parent are owned beneficially and of record by the Parent or another 78 Subsidiary of the Parent, are free and clear of all Liens except as otherwise permitted by Section 8.3, and are duly authorized, validly issued, fully paid and nonassessable except, in the case of any Subsidiary organized under the laws of the State of New York, for any liability that may arise under the provisions of Section 630 of the Business Corporation Law of the State of New York. As of the date of this Agreement, except as set forth on Schedule 4.1, (a) neither the Parent nor any of its Subsidiaries has issued any securities convertible into, or options or war- rants for, any common or preferred equity securities thereof, (b) there are no agreements, voting trusts or understandings binding upon the Parent or any of its Subsidiaries with respect to the voting securities of the Parent or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, op- tion, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (c) the Parent owns, directly or indirectly, all of the outstanding capital stock of each of its Subsidiaries. B. Existence and Power Each of the Parent and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority to own its Property and to carry on its business as now conducted, and is in good standing and authorized to do business in each jurisdiction in which the failure so to qualify could reasonably be expected to have a Material Adverse effect. C. Authority Each of the Parent and each of its Subsidiaries has full power and authority to enter into, execute, deliver and perform the terms of the Loan Documents to which it is a party, all of which have been duly authorized by all proper and necessary corporate or partnership action, as the case may be, and are in full compliance with its certificate of incorpora- tion and by-laws or partnership agreement, as the case may be. No consent or approval of, or other action by, shareholders of the Parent, any Borrower, any Governmental Authority or any other Person, which has not already been obtained, is required to authorize in respect of the Parent or any of its Subsidiaries, or is required in connection with the execution, delivery and per- formance by the Parent and each of its Subsidiaries of, the Loan Documents to which it is a party, or is required as a condition to the enforceability against the Parent or such Subsidiary of the Loan Documents to which it is a party. D. Binding Agreement 79 The Loan Documents constitute the valid and legally binding obligations of the Parent and each of its Subsidiaries to the extent the Parent or such Subsidiary, as the case may be, is a party thereto, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles relating to the availability of specific performance as a remedy and except to the extent that indemnification obligations may be limited by federal or state securities laws or public policy relating thereto. E. Litigation Except as set forth on Schedule 4.5, there are no actions, suits, arbitration proceedings or claims (whether purportedly on behalf of the Parent, any of its Subsidiaries or otherwise) pending or, to the knowledge of the Parent and the Borrowers, threatened against the Parent or any of its Sub- sidiaries, or maintained by the Parent or any of its Subsid- iaries, or which may affect the Property of the Parent or any of its Subsidiaries, at law or in equity, before any Governmental Authority which could reasonably be expected to have a Material Adverse effect. There are no proceedings pending or, to the knowledge of the Parent and the Borrowers, threatened against the Parent or any of its Subsidiaries (a) which call into question the validity or enforceability of, or otherwise seek to invalidate any Loan Document, or (b) which might, individually or in the aggregate, materially and adversely affect any of the transactions contemplated by any Loan Document. F. No Conflicting Agreements (a) Neither the Parent nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its Property is bound the effect of which could reasonably be expected to have a Material Adverse effect. No notice to, or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Parent or any of its Subsidiaries of the Loan Documents to which it is a party (except those notices or filings which have already been made). (b) No provision of any statute, rule, regulation, judgment, decree or order, or any existing material mortgage, indenture, contract or agreement, in each case binding on the Parent or any of its Subsidiaries or affecting the Property of the Parent or any of its Subsidiaries conflicts with, or requires any consent which has not already been obtained under, or would in any way prohibit the execution, delivery or performance by the Parent or any of its Subsidiaries of the terms 80 of, any Loan Document. The execution, delivery or performance by the Parent and each of its Subsidiaries of the terms of each Loan Document to which it is a party will not constitute a default under, or result in the creation or imposition of, or obligation to create, any Lien upon the Property of the Parent or any of its Subsidiaries pursuant to the terms of any such mortgage, in- denture, contract or agreement which defaults or Liens, individually or in the aggregate, would have or result in a Material Adverse effect. G. Taxes The Parent and each of its Subsidiaries has filed or caused to be filed all tax returns, and has paid, or has made adequate provision for the payment of, all taxes shown to be due and payable on said returns or in any assessments made against them, the failure of which to file or pay could rea- sonably be expected to have a Material Adverse effect, and no tax Liens have been filed against the Parent or any of its Subsidiaries and no claims are being asserted with respect to such taxes which are required by GAAP (as in effect on the Effec- tive Date) to be reflected in the Financial Statements and are not so reflected therein. The charges, accruals and reserves on the books of the Parent and each of its Subsidiaries with respect to all Federal, state, local, foreign and other taxes are con- sidered by the management of the Parent and the Borrowers to be adequate, and neither the Parent nor any Borrower knows of any unpaid assessment which is or might be due and payable against it or any of its Subsidiaries or any Property of the Parent or any of its Subsidiaries, except such thereof as are being contested in good faith and by appropriate proceedings diligently conducted, and for which adequate reserves have been set aside in accordance with GAAP. H. Compliance with Applicable Laws; Filings Neither the Parent nor any of its Subsidiaries is in default with respect to any judgment, order, writ, injunction, decree or decision of any Governmental Authority which default could reasonably be expected to have a Material Adverse effect. The Parent and each of its Subsidiaries is complying with all applicable statutes, rules and regulations of all Governmental Authorities, a violation of which could rea- sonably be expected to have a Material Adverse effect. The Parent and each of its Subsidiaries has filed or caused to be filed with all Governmental Authorities all reports, applica- tions, documents, instruments and information required to be filed pursuant to all applicable laws, rules, regulations and re- quests which, if not so filed, could reasonably be expected to have a Material Adverse effect. Each Borrower, prior to each borrowing by it hereunder in any jurisdiction, has obtained all necessary approvals and consents of, and has filed or caused to 81 be filed all reports, applications, documents, instruments and information required to be filed pursuant to all applicable laws, rules, regulations and requests of, all Governmental Authorities in connection with such borrowing in such jurisdiction. I. Governmental Regulations Neither the Parent nor any of its Subsidiaries nor any corporation controlling the Parent or any of its Subsidiaries or under common control with the Parent or any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940, in each case as amended, or is subject to any statute or regulation which regulates the in- currence of Indebtedness, including statutes or regulations rela- tive to common or contract carriers or to the sale of elec- tricity, gas, steam, water, telephone, telegraph or other public utility services. J. Property Each of the Parent and each of its Subsidiaries has good and marketable title to, or a valid lease- hold interest in, all of its real Property, and is the owner of, or has a valid lease of, all personal property, in each case which is material to the Parent and its Subsidiaries taken as a whole, subject to no Liens, except such Liens permitted by Section 8.3. All leases of Property to each of the Parent and each of its Subsidiaries are in full force and effect, the Parent or such Subsidiary enjoys quiet and undisturbed possession under all leases of real property and neither the Parent nor any of its Subsidiaries is in default beyond any applicable grace period of any provision thereof, the effect of which could reasonably be expected to have a Material Adverse effect. K. Federal Reserve Regulations; Use of Loan Proceeds Neither the Parent nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans or any Letter of Credit will be used, directly or indirectly, for a purpose which violates the provisions of Regulations G, T, U or X of the Board of Governors of the Federal Reserve System, as amended. Anything in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Parent or any of its Subsidiaries in violation of any limitation or prohibition provided by any applicable law, regulation or statute, including Regulation U of the Board of Governors of the Federal Reserve System. 82 L. No Misrepresentation No representation or warranty contained in any Loan Document and no certificate, Financial Statement, other financial statement or written notice furnished or to be furnished by the Parents or any of its Subsidiaries in connection with the transactions contemplated hereby, contains or will con- tain, as of its date, a misstatement of material fact, or omits or will omit to state, as of its date, a material fact required to be stated in order to make the statements therein contained not misleading in the light of the circumstances under which made. M. Plans (a) Each Employee Benefit Plan of the Parent, each of its Subsidiaries and each ERISA Affiliate is in compliance with ERISA and the Code, where applicable, in all material respects. The amount of (a) all Unfunded Pension Liabilities under the Pension Plans, excluding any Pension Plan which is a Multiemployer Plan, does not exceed $2,000,000, and (b) the aggregate Unrecognized Retiree Welfare Liability under all applicable Employee Benefit Plans does not exceed $2,000,000. The Parent, each of its Subsidiaries and each ERISA Affiliate have complied with the requirements of Section 515 of ERISA with respect to each Pension Plan which is a Multiemployer Plan. The aggregate potential annual withdrawal liability payments, as determined in accordance with Title IV of ERISA, for which the Parent, each of its Subsidiaries and each ERISA Affiliate would become obligated in the event of a complete or partial with- drawal from all Pension Plans which are Multiemployer Plans does not exceed $2,000,000. The Parent, each of its Subsidiaries and each ERISA Affiliate has made all contributions or payments to or under each such Pension Plan required by law or the terms of such Pension Plan or any contract or agreement where the failure to make such contributions or payments could reasonably be expected to have a Material Adverse effect. No liability to the PBGC has been, or is expected by the Parent, any of its Subsidiaries or any ERISA Affiliate to be, incurred by the Parent, any of its Subsidiaries or any ERISA Affiliate where such liability could reasonably be expected to have a Material Adverse effect. Li- ability, as referred to in this Section 4.13, includes any joint and several liability. Each Employee Benefit Plan which is a group health plan within the meaning of Section 5000(b)(1) of the Code is in material compliance with the continuation of health care coverage requirements of Section 4980B of the Code. (b) All contributions required to be made with respect to each Foreign Pension Plan have been timely made. Each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been 83 maintained, where required, in good standing with applicable Governmental Authorities. Neither the Parent nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan required to be funded, determined as of the end of the most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities by more than the foreign exchange equivalent (based on the applicable spot exchange rate) of $2,000,000. N. Environmental Matters Neither the Parent nor any of its Subsidiaries (a) has received written notice or otherwise learned of any claim, demand, action, event, condition, report or investigation indicating or concerning any potential or actual liability which individually or in the aggregate could reasonably be expected to have a Material Adverse effect, arising in connec- tion with (i) any non-compliance with or violation of the requirements of any applicable federal, state, local or foreign environmental health or safety statute or regulation, or (ii) the release or threatened release of any toxic or hazardous waste, substance or constituent, or other substance into the environ- ment, (b) to the best knowledge of the Parent and the Borrowers, has any threatened or actual liability in connection with the release or threatened release of any toxic or hazardous waste, substance or constituent, or other substance into the environment which individually or in the aggregate could reasonably be expected to have a Material Adverse effect, (c) has received notice of any federal, state, local or foreign investigation evaluating whether any remedial action is needed to respond to a release or threatened release of any toxic or hazardous waste, substance or constituent or other substance into the environment for which the Parent or any of its Subsidiaries is or would be liable, which liability would reasonably be expected to have a Material Adverse effect, or (d) has received notice that the Parent or any of its Subsidiaries is or may be liable to any Person under the Comprehensive Environmental Response, Compen- sation and Liability Act, as amended, 42 U.S.C. Section 9601 et seq., or any analogous state, local or foreign law, which liability would reasonably be expected to have a Material Adverse effect. The Parent and each of its Subsidiaries is in compliance with the financial responsibility requirements of federal, state, local and foreign environmental laws to the extent applicable, including those contained in 40 C.F.R., parts 264 and 265, subpart H, and any analogous federal, state, local or foreign law, except in those cases in which the failure so to comply would not reasonably be expected to have a Material Adverse effect. 84 O. Financial Statements The Parent has heretofore delivered to the Administrative Agent and the Lenders copies of its Form 10-K for the fiscal year ended January 31, 1995, containing the audited Consolidated Balance Sheets of the Parent and its Subsidiaries as of such date and the related Consolidated Statements of Income, Stockholders' Equity and Cash Flows for the fiscal year then ended (collectively, with the applicable related notes and sched- ules, the "Financial Statements"). The Financial Statements fairly present the Consolidated financial condition and results of the operations of the Parent and its Subsidiaries as of the dates and for the periods indicated therein and have been pre- pared in conformity with GAAP as then in effect subject, in the case of interim Financial Statements, to normal year-end adjustments. Neither the Parent nor any of its Subsidiaries has any obligation or liability of any kind (whether fixed, accrued, contingent, unmatured or otherwise) which, in accordance with GAAP as then in effect, should have been disclosed in the Fi- nancial Statements and was not. Since January 31, 1995, there has been no Material Adverse change. P. Franchises, Intellectual Property, Etc. Each of the Parent and each of its Subsidiaries possesses or has the right to use all franchises, Intellectual Property, licenses and other rights as are material and necessary for the conduct of its business, and with respect to which it is in compliance, with no known conflict with the valid rights of others which could reasonably be expected to have a Material Adverse effect. No event has occurred which permits or, to the best knowledge of the Parent and the Borrowers, after notice or the lapse of time or both, or any other condition, could reasonably be expected to permit, the revocation or ter- mination of any such franchise, Intellectual Property, license or other right which revocation or termination could reasonably be expected to have a Material Adverse effect. Q. Labor Relations Except as set forth on Schedule 4.17, neither the Parent nor any of its Subsidiaries is a party to any collective bargaining agreement and, to the best knowledge of the Parent and the Borrowers, no petition has been filed or proceed- ings instituted by any employee or group of employees with any labor relations board seeking recognition of a bargaining rep- resentative with respect to the Parent or such Subsidiary. There are no material controversies pending between the Parent or any of its Subsidiaries and any of their respective employees, which could reasonably be expected to have a Material Adverse effect. 85 V. CONDITIONS OF LENDING - LOANS ON THE FIRST BORROWING DATE In addition to the requirements set forth in Section 6, the obligation of each Lender to make one or more Loans, the obligation of the Swing Line Lender to make one or more Swing Line Loans and the obligation of the Issuing Bank to issue one or more Letters of Credit, on the first Borrowing Date (which shall not occur prior to the Effective Date) is subject to the fulfillment of the following conditions prior to or simultaneously with the making of such Loans or the issuance of such Letters of Credit: A. Evidence of Corporate Action The Administrative Agent shall have re- ceived a certificate, dated the first Borrowing Date, of the Sec- retary or Assistant Secretary of each Credit Party (i) attaching a true and complete copy of the resolutions of its Board of Di- rectors and of all documents evidencing all necessary corporate action (in form and substance reasonably satisfactory to the Administrative Agent) taken by it to authorize the Loan Documents to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its organizational documents, (iii) setting forth the incumbency of its officer(s) who may sign such Loan Documents, including therein a signature specimen of such officer(s), and (iv) attaching a certificate of good standing of the Secretary of State of the State of its incorporation and each of the jurisdictions listed on Schedule 5.1, in each case to the extent such certificate of good standing is available. B. Guaranty Each of the Parent, Tiffany, Tiffany International and Tiffany Japan shall have delivered to the Ad- ministrative Agent a guaranty, dated as of the date hereof, executed by such Credit Party and in the form of Exhibit N (as the same may be amended, supplemented or otherwise modified from time to time, the "Guaranty"). C. Approvals The Administrative Agent shall have received evidence reasonably satisfactory to it that all approvals and consents of all Governmental Authorities, and all approvals and all consents of all other Persons, in each case which are required to be obtained in connection with the consum- mation of the transactions contemplated by the Loan Documents have been obtained and that all required notices have been given, and the Administrative Agent shall have received a certificate, in all respects reasonably satisfactory to the Administrative 86 Agent, of the Responsible Officer to the foregoing effect to the best knowledge of such officer. D. Litigation There shall be no injunction, writ, preliminary restraining order or other order of any nature issued by any Governmental Authority in any respect affecting any Loan Document or any transaction contemplated by the Loan Documents, and no action or proceeding by or before any Governmental Au- thority shall have been commenced and be pending seeking to prevent or delay any of the foregoing or challenging any term or provision thereof or seeking any damages in connection therewith, and the Administrative Agent shall have received a certificate, in all respects reasonably satisfactory to the Administrative Agent, of the executive officers or analogous counterparts of the Parent to the foregoing effect to the best knowledge of such officer. E. Approval of Special Counsel All legal matters incident to the making of the Loans on the first Borrowing Date shall be reasonably satisfactory to Special Counsel, and the Administrative Agent shall have received from Special Counsel an opinion, dated the first Borrowing Date, substantially in the form of Exhibit P. F. Opinion of Counsel to the Borrowers and the Parent (a) The Administrative Agent shall have received an opinion of Scott A. Klion, Esq., Associate General Counsel to the Parent and counsel to the Domestic Borrowers, dated the first Borrowing Date, substantially in the form of Exhibit O-1. (b) The Administrative Agent shall have received, in respect of each Borrower which is not a Domestic Borrower, an opinion of local foreign counsel, reasonably satisfactory to the Administrative Agent, to such Borrower, dated the first Borrowing Date, substantially in the form of Exhibit O- 2. G. Existing Indebtedness All Indebtedness set forth on Schedule 5.7 shall have been paid in full, all Liens, if any, securing the same shall have been terminated, and the Administrative Agent shall have received satisfactory evidence of the foregoing. H. Payment of Fees 87 The Parent and the Borrowers shall have paid to the Issuing Bank, the Swing Line Lender, the Administrative Agent, the Arranging Agent and the Lenders all fees and all expenses which they shall have agreed to pay, to the extent such fees and expenses shall have become payable on or prior to the first Borrowing Date, and shall have paid the rea- sonable fees and disbursements of Special Counsel in connection with such agreement to the extent billed therefor. I. Other Documents The Administrative Agent shall have received such other documents (including financial statements and projections), each in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall reasonably require in connection with the making of the first Loans and the issuance of the first Letters of Credit. VI. CONDITIONS OF LENDING - ALL LOANS AND LETTERS OF CREDIT The obligation of each Lender to make each Loan, the obligation of the Swing Line Lender to make each Swing Line Loan and the obligation of the Issuing Bank to issue each Letter of Credit is subject to the fulfillment of the following condi- tions precedent: A. Compliance On each Borrowing Date, and after giving effect to the Loans to be made, and the Letters of Credit to be issued, on such Borrowing Date, (a) there shall exist no Default or Event of Default and (b) the representations and warranties contained in this Agreement shall be true and correct with the same effect as though such representations and warranties had been made on such Borrowing Date except to the extent that any representation or warranty under Section 4.1 expressly relates to an earlier date. B. Loan Closings All documents required by the provisions of this Agreement to have been executed or delivered by each Credit Party to the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender on or before the applicable Borrowing Date shall have been so executed or delivered on or be- fore such Borrowing Date. C. Borrowing or Letter of Credit Request The receipt by the Administrative Agent of 88 a Notice of Borrowing, in the case of such Loan, or a Letter of Credit Request, in the case of a Letter of Credit, executed by the Parent and the applicable Borrower making such request. D. Other Documents The Administrative Agent shall have received such other documents (including financial statements and projections), each in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall reasonably require in connection with the making of the Loans and the issuance of the Letters of Credit on such Borrowing Date. VII. AFFIRMATIVE AND FINANCIAL COVENANTS The Parent agrees that, so long as any Loan Document is in effect, any Loan, Letter of Credit or reimbursement obligation (contingent or otherwise) in respect of any Letter of Credit remains outstanding and unpaid, or any other amount is owing under any Loan Document to any Lender or the Administrative Agent, the Parent will: A. Legal Existence Except as may otherwise be permitted by Sections 8.4, 8.5 and 8.6, maintain, and cause each of its Subsidiaries to maintain, (a) its corporate or partnership existence, as the case may be, and (b) such existence in good standing in the jurisdiction of its incorporation or formation and in each other jurisdiction in which the failure so to do could reasonably be expected to have a Material Adverse effect; provided however, that subject to Section 8, nothing in this Section 7.1 shall prevent the abandonment or termination of the corporate existence or good standing of any Subsidiary of the Parent (other than Tiffany, Tiffany International and Tiffany Japan) in any jurisdiction if (i), in the reasonable judgment of the Parent and such Subsidiary, such abandonment or termination is in the best interest of the Parent and its Subsidiaries taken as a whole and would not have a Material Adverse effect and (ii) such Subsidiary, at the time of such abandonment or termination, has no obligations, contingent or otherwise, under any Loan Documents to any Lender, the Swing Line Lender, the Issuing Bank or the Administrative Agent. B. Taxes Pay and discharge when due, and cause each of its Subsidiaries so to do, all taxes, assessments, govern- mental charges, license fees and levies upon or with respect to the Parent and such Subsidiary, and upon the income, profits and Property thereof unless, and only to the extent, that (a) such 89 taxes, assessments, governmental charges, license fees and levies shall be contested in good faith and by appropriate proceedings diligently conducted by the Parent or such Subsidiary, and (b) such reserve or other appropriate provision as shall be required by GAAP shall have been made therefor. C. Insurance Maintain, and cause each of its Subsidiaries to maintain, insurance with financially sound insur- ance carriers against at least such risks, and in at least such amounts, as are usually insured against by similar businesses, including business interruption, public liability (bodily injury and property damage), fidelity, workers' compensation (where required) and property insurance, upon request a detailed list of such insurance then in effect, stating the names of the carriers thereof, the policy numbers, the insureds thereunder, the amounts of insurance, dates of expiration thereof, and the Property and risks covered thereby; except that the Parent or any of its Subsidiaries may effect workers' compensation or similar insurance in respect of operations in any jurisdiction either through an insurance fund operated by such jurisdiction or by causing to be maintained a system or systems of self-insurance which is in accord with applicable laws and good business practice. D. Performance of Obligations Pay and discharge promptly when due, and cause each of its Subsidiaries so to do, all lawful Indebtedness, obligations and claims for labor, materials and supplies or otherwise which, if unpaid, could reasonably be expected to (a) have a Material Adverse effect, or (b) become a Lien on the Property of the Parent or any of its Subsidiaries, except those Liens permitted under Section 8.3, provided that neither the Parent nor such Subsidiary shall be required to pay or discharge or cause to be paid or discharged any such Indebtedness, obliga- tion or claim so long as (i) the validity thereof shall be con- tested in good faith and by appropriate proceedings diligently conducted by the Parent or such Subsidiary, and (ii) such reserve or other appropriate provision as shall be required by GAAP shall have been made therefor. E. Condition of Property Except for ordinary wear and tear, at all times, maintain, protect and keep in good repair, working order and condition, all Property used in the operation of its business (other than Property which is replaced with similar Property), except (i) to the extent that the failure so to do would not, in- dividually or in the aggregate, have a Material Adverse effect, and cause each of its Subsidiaries so to do and (ii) as permitted 90 under Sections 8.3 and 8.4. F. Observance of Legal Requirements Observe and comply in all material respects, and cause each of its Subsidiaries so to do, with all laws, ordinances, orders, judgments, rules, regulations, certifications, franchises, permits, licenses, directions and re- quirements of all Governmental Authorities, which now or at any time hereafter may be applicable to it or to such Subsidiary, a violation of which could reasonably be expected to have a Material Adverse effect. G. Financial Statements and Other Information Maintain, and cause each of its Subsidiaries to maintain, a standard system of accounting in accordance with GAAP, and furnish to each Lender: (a) As soon as available and, in any event, within 105 days after the close of each fiscal year, a copy of (i) the Balance Sheet as of the end of such fiscal year, of the Parent on a Consolidated basis, and (ii) the related Statements of Income, Cash Flows and Shareholder's Equity for such fiscal year, of the Parent on a Consolidated basis, setting forth in each case in comparative form the corresponding figures in respect of the previous fiscal year, all in reasonable detail, and accompanied by, in the case of such Consolidated financial statements, a report of the Accountants, which report shall state that (A) the Accountants audited such Consolidated financial statements, (B) such audit was made in accordance with generally accepted auditing standards in effect at the time and provides a reasonable basis for such opinion, and (C) said Consolidated financial statements have been prepared in accordance with GAAP; (b) Simultaneously with the delivery of the certified statements required by clause (a) above, copies of a certificate of such Accountants stating that, in making the ex- amination necessary for their audit of the Consolidated financial statements of the Parent for such fiscal year, nothing came to their attention of a financial or accounting nature that caused them to believe that there shall have occurred any condition or event which would constitute a Default or an Event of Default, or, if so, specifying in such certificate all such Defaults and Events of Default and the nature and status thereof; (c) As soon as available, and in any event within 50 days after the end of each of the first three fiscal quarters, and 105 days after the end of the last fiscal quarter, of each fiscal year, a copy of (i) the Balance Sheet, as of the end of such quarter, of the Parent on a Consolidated basis and (ii) the related Statements of Income, Cash Flows and 91 Shareholder's Equity, of the Parent on a Consolidated basis for (x) such quarter, and (y) the period from the beginning of the then current fiscal year to the end of such quarter, in each case in comparative form with the prior fiscal year, all in reasonable detail and prepared in accordance with GAAP (without footnotes and subject to year-end adjustments), together with a certificate of the Responsible Officer, which certificate shall state that all such financial statements fairly present the financial condition and results of operations of the Parent and its Sub- sidiaries and have been prepared in accordance with GAAP (but without footnotes and subject to year-end adjustments); (d) Notwithstanding anything to the contrary contained herein, the Parent may satisfy its obligation to furnish (i) the Consolidated financial statements referred to in clause (a) above by furnishing, as soon as available, and in any event within 105 days after the end of the applicable fiscal year, a copy of the annual audited Consolidated financial statements of the Parent and its Subsidiaries prepared in con- formity with GAAP and as filed with the SEC for such fiscal year, and (ii) the Consolidated financial statements referred to in clause (c) above by furnishing, as soon as available, and in any event within 50 days after the end of the applicable fiscal quarter, copies of the Consolidated financial statements of the Parent and its Subsidiaries as filed with the SEC for the applicable fiscal quarter; (e) Simultaneously with the delivery of the financial statements required by clauses (a), (c) and (d) above, a certificate of the Responsible Officer certifying that to the best of his knowledge no condition or event has occurred which would constitute a Default or an Event of Default, or if so, specifying in such certificate all such violations, condi- tions and events and the nature and status thereof; (f) Within 45 days after the end of each of the first three fiscal quarters, and within 90 days after the end of the last fiscal quarter, of each fiscal year, a Compliance Certificate, as of the end of such fiscal quarter, certified by the Responsible Officer; (g) As soon as available, and in any event within two Business Days after any downgrade or withdrawal by either S&P or Moody's of the senior unsecured long term debt Rating assigned to the Parent, written notice to the Administrative Agent and each Lender thereof, and the effective date thereof, in each case certified by the Responsible Officer; (h) Prompt written notice upon the Parent or any of its Subsidiaries obtaining knowledge that: (i) any In- debtedness of the Parent or any of its Subsidiaries in an aggregate amount in excess of $5,000,000 shall have been declared 92 or become due and payable prior to its stated maturity, or called and not paid when due, or required to be purchased or otherwise acquired by the Parent or any of its Subsidiaries prior to its stated maturity, and whether such acceleration shall have been rescinded or annulled, or (ii) the holders of any notes, or other evidence of Indebtedness, certificates or securities evidencing any such Indebtedness, or any obligees with respect to any other Indebtedness of the Parent or any of its Subsidiaries, have the right to declare Indebtedness in an aggregate amount in excess of $5,000,000 due and payable prior to its stated maturity or have the right to require the Parent or any of its Subsidiaries to purchase or otherwise acquire any such Indebtedness prior to its stated maturity and whether such right shall have been waived; (i) Prompt written notice of: (i) any citation, summons, subpoena, order to show cause or other order naming the Parent or any of its Subsidiaries a party to any pro- ceeding before any Governmental Authority which could reasonably be expected to have a Material Adverse effect, and include with such notice a copy of such citation, summons, subpoena, order to show cause or other order, (ii) any lapse or other termination of any license, permit, franchise or other authorization issued to the Parent or any of its Subsidiaries by any Governmental Authority, (iii) any refusal by any Governmental Authority to renew or extend any license, permit, franchise or other autho- rization, and (iv) any dispute between the Parent or any of its Subsidiaries and any Governmental Authority, which lapse, ter- mination, refusal or dispute, referred to in clause (ii), (iii) or (iv) above, could reasonably be expected to have a Material Adverse effect; (j) Promptly upon becoming available, copies of all regular, periodic or special reports, schedules, proxy statements, registration statements, 10-Ks, 10-Qs and 8-Ks which the Parent or any of its Subsidiaries may now or hereafter be required to file with or deliver to any securities exchange or the SEC, and copies of all material news releases sent to fi- nancial analysts; (k) Prompt written notice in the event that the Parent or any of its Subsidiaries knows, or has reason to know, that (i) any Termination Event with respect to a Pension Plan has occurred or will occur, (ii) any condition exists with respect to a Pension Plan (other than a Multiemployer Plan) which presents a material risk of termination of such Pension Plan by the PBGC, imposition of an excise tax on the Parent, any of its Subsidiaries or any ERISA Affiliate or the requirement that the Parent, any of its Subsidiaries or any ERISA Affiliate provide security to any Pension Plan, (iii) the Parent, any of its Subsidiaries or any ERISA Affiliate has applied for a waiver of the minimum funding standard under Section 412 of the Code with 93 respect to a Pension Plan, (iv) the aggregate amount of the Unfunded Pension Liabilities under all Pension Plans (other than Multiemployer Plans) has increased to an amount in excess of $2,000,000, (v) the aggregate amount of Unrecognized Retiree Wel- fare Liability under all applicable Employee Benefit Plans has increased to an amount in excess of $2,000,000, (vi) the Parent, any of its Subsidiaries or any ERISA Affiliate has engaged in a Prohibited Transaction with respect to an Employee Benefit Plan, (vii) the imposition of a tax upon the Parent or any of its Subsidiaries under Section 4980B(a) of the Code, or (viii) the assessment of a civil penalty under Section 502(c) of ERISA against the Parent or any of its Subsidiaries, or (ix) any condition with respect to a Multiemployer Plan exists which presents a risk of material liability to the Parent or any of its Subsidiaries or would reasonably be expected to have a Material Adverse effect, in each case together with a certificate of the Responsible Officer setting forth the details of such event and the action which the Parent, such Subsidiary or such ERISA Af- filiate proposes to take with respect thereto, together with a copy of all notices and filings with respect thereto; (l) Prompt written notice in the event that the Parent, any of its Subsidiaries or any ERISA Affiliate shall receive a demand letter from the PBGC notifying the Parent, such Subsidiary or such ERISA Affiliate of any final decision finding liability of the Parent, any of its Subsidiaries or any ERISA Affiliate and the date by which such liability must be paid, together with a copy of such letter and a certificate of the Responsible Officer setting forth the action which the Parent, such Subsidiary or such ERISA Affiliate proposes to take with respect thereto; (m) Promptly upon the same becoming available, and in any event by the date such amendment is adopted, a copy of any Pension Plan amendment that the Parent, any of its Subsidiaries or any ERISA Affiliate proposes to adopt which would require the posting of security under Section 401(a)(29) of the Code, together with a certificate of the Responsible Officer setting forth the reasons for the adoption of such amendment and the action which the Parent, such Subsidiary or such ERISA Affiliate proposes to take with respect thereto; (n) As soon as possible and in any event by the 10th day after any required installment or other payment under Section 412 of the Code owed to a Pension Plan by the Parent, any of its Subsidiaries or any ERISA Affiliate shall have become due and owing and remain unpaid a copy of the notice of failure to make required contributions provided to the PBGC by the Parent, any of its Subsidiaries or any ERISA Affiliate under Section 412(n) of the Code, together with a certificate of the Responsible Officer setting forth the action which the Parent, such Subsidiary or such ERISA Affiliate proposes to take with re- 94 spect thereto; (o) If the termination of any Pension Plan would result in the imposition of any tax under Section 4980 of the Code, then as soon as possible, but in no event less than 60 days before the due date of the tax, a certificate of the Responsible Officer setting forth the estimated amount of the tax, any reversion, and the proposed use of the reversion (this Section 7.7(o) shall apply to a transaction notwithstanding a reduction or complete elimination of the tax because of the operation of either Sections 4980(d) or 420(a)(3)(A) of the Code); (p) Upon a Responsible Officer becoming aware thereof, prompt written notice that a material contribution required to be made to any Foreign Pension Plan has not been timely made, the failure of which would reasonably be expected to have a Material Adverse effect; (q) Upon a Responsible Officer becoming aware thereof, prompt written notice of the occurrence of (i) each Default, (ii) each Event of Default, and (iii) each Material Adverse change; (r) Promptly upon receipt thereof, copies of all audit reports relating to the Parent or any of its Subsidiaries submitted by the Accountants in connection with each annual, interim or special audit of the books of the Parent or any of its Subsidiaries; and (s) Promptly upon request therefor, such other information and reports regarding the business, condition (financial or otherwise), property or prospects of the Parent and its Subsidiaries, as the Administrative Agent or any Lender at any time or from time to time may reasonably request. H. Inspection At all reasonable times, upon reasonable prior notice, permit representatives of the Administrative Agent or any Lender to visit the offices of the Parent or each of its Subsidiaries, to examine the books and records thereof and Ac- countants' reports relating thereto, and to make copies or extracts therefrom, to discuss the affairs of the Parent or each of its Subsidiaries with the respective officers thereof, and to examine and inspect the Property of the Parent or each of its Subsidiaries and to meet and discuss the affairs of the Parent and each of its Subsidiaries with the Accountants. I. Authorizations Maintain and cause each of its 95 Subsidiaries to maintain, in full force and effect, all copy- rights, patents, trademarks, trade names, franchises, licenses, permits, applications, reports, and other authorizations and rights, as are necessary for the conduct from time to time of their businesses, except to the extent the failure so to maintain such items, individually or in the aggregate, could not reasonably be expected to have a Material Adverse effect. J. Subsidiaries (a) At all times maintain (directly or indirectly), beneficially and of record, (i) at least 51% of the voting control of, and at least 51% of the equity in, Tiffany & Co. K.K., and (ii) 100% of the voting control of, and 100% of the equity in, each other Subsidiary Borrower. (b) Except as set forth on Schedule 4.1 or as may otherwise be permitted by Sections 8.4, 8.5 and 8.6, at all times maintain (directly or indirectly), beneficially and of record, 100% of the voting control of, and 100% of the equity in, each of its other Subsidiaries. K. Leverage Ratio At all times have a Leverage Ratio not greater than 0.55:1.00. L. Interest Coverage Ratio At all times have an Interest Coverage Ratio greater than 2.50:1.00. VIII. NEGATIVE COVENANTS The Parent agrees that, so long as any Loan Document is in effect, any Loan, Letter of Credit or reimbursement obligation (contingent or otherwise) in respect of any Letter of Credit remains outstanding and unpaid, or any other amount is owing under any Loan Document to any Lender, the Swing Line Lender or the Administrative Agent, the Parent shall not, directly or indirectly: A. Indebtedness Create, incur, assume or suffer to exist any Indebtedness, or permit any of its Subsidiaries so to do, except any one or more of the following types of Indebtedness: (a) Indebtedness under the Loan Documents, (b) Indebtedness of the Subsidiaries of the Parent in an aggregate principal amount not in excess of $25,000,000 at any one time outstanding (i) in respect of capital leases, (ii) secured by Liens on Property 96 acquired by any such Subsidiary after the date hereof provided that such Liens are in existence on the date of such acquisition and were not placed on such Property in contemplation of such ac- quisition, and (iii) other purchase money Indebtedness of the Subsidiaries of the Parent, provided that, in each case under this clause (b), the Lien securing such Indebtedness is permitted by Section 8.3, (c) Indebtedness set forth on Schedule 8.1 and any refinancings, extensions and renewals thereof, (d) Indebtedness set forth on Schedule 5.7, provided that it will be repaid in full simultaneously with the making of the Loans on the first Borrowing Date, (e) Intercompany Debt, (f) other In- debtedness of the Subsidiaries of the Parent in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, provided that immediately before and after giving effect to the creation, incurrence or assumption of such Indebtedness no Default or Event of Default shall or would exist, (g) Indebtedness of the Parent, provided that immediately before and after giving effect to the creation, incurrence or assumption of such Indebtedness no Default or Event of Default shall or would exist, and (h) Indebtedness in the form of a deferred payable of Tiffany to Mitsukoshi Limited in the principal amount of 2.5 billion Japanese yen. B. Interest Rate Protection Arrangements and Other Hedging Arrangements Create, incur, assume or suffer to exist any indebtedness under or in respect of any Interest Rate Protection Arrangement or any Other Hedging Arrangement, or permit any of its Subsidiaries so to do, except (i) foreign currency purchased put options and forward exchange contracts intended to reduce the risk on foreign currency denominated transactions and (ii) interest rate swap agreements to modify the interest rate characteristics of up to $100,000,000 notional principal amount of Indebtedness. C. Liens Create, incur, assume or suffer to exist any Lien against or on any Property now owned or hereafter ac- quired by the Parent or any of its Subsidiaries, or permit any of its Subsidiaries so to do, except any one or more of the following types of Liens: (a) Liens in connection with workers' compensation, unemployment insurance or other social security obligations (which phrase shall not be construed to refer to ERISA or the minimum funding obligations under Section 412 of the Code), (b) Liens to secure the performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, in each such case arising in the ordinary course of business, (c) mechanics', workmen's, 97 carriers', warehousemen's, materialmen's, landlords', or other like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith and by appropriate proceedings diligently conducted, (d) Liens for taxes, assessments, fees or governmental charges the payment of which is not required by Section 7.2, (e) easements, rights of way, restrictions, leases of Property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting Property which in the aggregate do not materially impair its use for the operation of the business of the Parent or such Subsidiary, (f) Liens set forth on Schedule 8.3 and any renewal thereof, (g) Liens under capital leases and Liens on Property (including, in the event such Property con- stitutes capital stock of a newly acquired Subsidiary of the Parent, Liens on the Property of such Subsidiary) hereafter acquired and either existing on such Property when acquired, or created contemporaneously with such acquisition, to secure the payment or financing of the purchase price thereof, provided that such Liens attach only to the Property so purchased or acquired and provided further that the Indebtedness secured by such Liens is permitted by Section 8.1(b), (h) Liens created under the Loan Documents, (i) statutory Liens in favor of lessors arising in connection with Property leased to the Parent or any of its Sub- sidiaries, (j) Liens of attachments, judgments or awards against the Parent or any of its Subsidiaries with respect to which an appeal or proceeding for review shall be pending or a stay of execution shall have been obtained, or which are otherwise being contested in good faith and by appropriate proceedings diligently conducted, and in respect of which adequate reserves shall have been established in accordance with GAAP on the books of the Parent or such Subsidiary, and (k) Intercompany Liens. D. Dispositions Make any Disposition or permit any of its Subsidiaries so to do, except any one or more of the following: (a) Dispositions of any Investments permitted under Sections 8.7(a), (b), (c), (d) or (e), (b) Intercompany Dispositions, (c) Dispositions in the ordinary course of business (including the disposition of closed stores and the disposition of certain New Jersey facilities in connection with the consolidation of such facilities' operations into a new facility to be constructed and leased in Parsippany, New Jersey), and (d) other Dispositions of Property having a fair market value which, when aggregated with the fair market value of all other Dispositions of Property (other than Dispositions described in the preceding clauses (a), (b) and (c) made on and after the Effective Date, would not exceed $75,000,000 on a Consolidated basis, provided, however, that immediately before and after giving effect thereto, no Default or Event of Default shall or would exist. 98 E. Merger or Consolidation, Etc. (a) Consolidate with, be acquired by, or merge into or with any Person, or convey or otherwise transfer all or substantially all of its Property, or permit any of its Subsidiaries so to do, except that: (i) any of its wholly-owned Subsidiar- ies (other than a Borrower) may consolidate with or merge with any of its other Subsidiaries (other than a Borrower), or convey or transfer all or substantially all of its Property to any of its other wholly-owned Subsidiaries (other than a Borrower), provided that (x) immediately before and after giving effect thereto no Default or Event of Default shall or would exist and (y) the Administrative Agent shall have received 15 Business Days' prior written notice thereof, and (ii) any of its wholly-owned Subsidiaries may consolidate with or merge with any Subsidiary Borrower, or convey or transfer all or substantially all of its Property to any Subsidiary Borrower, provided that (w) immediately before and after giving effect thereto no Default or Event of Default shall or would exist, (x) such Subsidiary Borrower shall be the survivor of such consolidation or merger, (y) the Administrative Agent shall have received 15 Business Days' prior written notice of such consolidation, merger, conveyance or transfer, and (z) the Administrative Agent shall have received such documents, opinions and certificates as the Administrative Agent shall have reasonably requested in connection therewith. F. Acquisitions Make any Acquisition, or permit any of its Subsidiaries so to do, except any one or more of the following: (a) Acquisitions of Investments permitted by Section 8.7, (b) Intercompany Acquisitions permitted by Section 8.5, and (c) Acquisitions by the Parent or any of its Subsidiaries, provided that (i) immediately before and after giving effect to each such Acquisition no Default or Event of Default shall or would exist, (ii) immediately after giving effect to each such Acquisition, all of the representations and warranties contained in Section 4 shall be true and correct as if then made except to the extent that any representation or warranty under Section 4.1 expressly relates to an earlier date, and (iii) the aggregate consideration paid for all such Acquisitions shall not exceed $50,000,000. G. Investments Any time hold, purchase, invest in or otherwise acquire any derivative product or any interest therein or any debt security or Stock of, or any other equity interest 99 in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment, whether by way of capital contribution or otherwise, in any Person (all of which are sometimes referred to herein as "Investments"), or permit any of its Subsidiaries so to do, except any one or more of the following Investments: (a) Investments in short-term direct obligations of the United States of America (and not the agencies or instrumentalities thereof), (b) Investments in short-term debt securities of any issuer, provided that the principal thereof and interest thereon is unconditionally guaranteed by the United States of America (and not the agencies or instrumentalities thereof), (c) Investments in short-term certificates of deposit, in Dollars, of any Lender or any other depository institution chartered under the laws of the United States of America or any State thereof the deposits of which are insured by the Federal Deposit Insurance Corporation and which has capital and undivided surplus of not less than $500,000,000, (d) Investments in commercial paper having a com- mercial paper rating of not lower than (i) A-1 by S&P, or (ii) P- 1 by Moody's, (e) Investments existing on the date hereof and set forth on Schedule 8.7, (f) Investments in Intercompany Debt, (g) Investments in the Parent or any Subsidiary or any Person who immediately thereafter becomes a Subsidiary, (h) Investments from the net cash proceeds received from the issuance of additional shares of the Parent's capital stock, (i) Acquisitions permitted by Section 8.6, (j) Investments in short-term certificates of deposit or similar instruments, in any Currency other than Dollars, of any bank which has capital and undivided surplus of not less than the equivalent of $1,000,000,000, and (k) additional Investments in an aggregate amount not exceeding $5,000,000 or the equivalent thereof. H. Restricted Payments Make any Restricted Payment or permit any of its Subsidiaries so to do, except any one or more of the following Restricted Payments: (a) any direct or indirect wholly-owned Subsidiary of the Parent may make dividends or other distributions to the Parent or to any other direct or indirect wholly-owned Subsidiary of the Parent, and (b) the Parent may make regular periodic dividends at a rate which is substantially consistent with past practice, provided that immediately before and after giving effect thereto, no Default or Event of Default shall or would exist. I. Limitation on Upstream Dividends by Sub- sidiaries Permit, cause or suffer to exist, any of its Subsidiaries to enter into or agree, or otherwise be or become subject, to any agreement, contract or other arrangement (other than this Agreement) with any Person pursuant to the terms 100 of which (a) such Subsidiary is or would be prohibited from declaring or paying any cash dividends on any class of its stock owned directly or indirectly by the Parent or any of its other Subsidiaries or from making any other distribution on account of any class of any such stock (herein referred to as "Upstream Dividends"), or (b) the declaration or payment of Upstream Divi- dends by a Subsidiary of the Parent to the Parent or another Subsidiary of the Parent, on an annual or cumulative basis, is or would be otherwise limited or restricted. J. Transactions with Affiliates Become, or permit any of its Subsidiaries to become, a party to any material transaction with any Affiliate of the Parent on a basis less favorable in any material respect than if such transaction were not with an Affiliate of the Parent. IX. DEFAULT A. Events of Default The following shall each constitute an "Event of Default" hereunder: (a) The failure of any Borrower to make any principal payment on any Loan or any reimbursement payment in respect of any Letter of Credit when due and payable; or (b) The failure of any Borrower to make payment of any installment of interest on any Loan or any fee or other amount payable under or in respect of any Loan Document on the date when due and payable and such default shall continue unremedied for a period of three Business Days after the same shall have become due; or (c) The failure of the Parent or any Borrower to observe or perform any covenant or agreement contained in Section 2.18, 7.1(a), 7.11 or 7.12, or in Section 8; or (d) The failure of the Parent or any Borrower to observe or perform any other covenant or agreement contained in this Agreement, and such failure shall have continued unremedied for a period of 30 days after any Responsible Officer shall have become aware of such failure; or (e) Any representation or warranty of any Credit Party (or of any of its officers on its behalf) made in any Loan Document or in any certificate, report, opinion (other than an opinion of counsel) or other document delivered on or after the date hereof pursuant to any Loan Document, shall in any 101 such case prove to have been incorrect or misleading (whether because of misstatement or omission) in any material respect when made; or (f) (i) Liabilities and/or other obligations in an aggregate amount in excess of $5,000,000 of the Parent or any of its Subsidiaries on a Consolidated basis (other than the obligations hereunder and Intercompany Debt), whether as principal, guarantor, surety or other obligor, for the payment or purchase of any Indebtedness, (A) shall become or shall be de- clared to be due and payable prior to the expressed maturity thereof (unless such acceleration shall have thereafter been unconditionally rescinded or annulled prior to the time that the Aggregate Commitment has been terminated or the Loans have become or been declared due and payable), or (B) shall not be paid when due or within any grace period for the payment or purchase thereof, or (ii) any holder of any such obligations shall have the right to declare the Indebtedness evidenced thereby due and payable or to require the purchase of the Indebtedness evidenced thereby prior to its stated maturity (unless such right shall thereafter have been unconditionally waived prior to the time such holder shall have declared such Indebtedness due and payable or required the purchase of such Indebtedness); or (g) The Parent or any of its Subsidiaries shall (i) suspend or discontinue its business (except as may oth- erwise be expressly permitted herein), or (ii) make an assignment for the benefit of creditors, or (iii) generally not be paying its debts as such debts become due, or (iv) admit in writing its inability to pay its debts as they become due, or (v) file a voluntary petition in bankruptcy, or (vi) become insolvent (however such insolvency shall be evidenced), or (vii) file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment of debt, liquidation or dissolution or similar relief under any present or future statute, law or regulation of any jurisdiction, or (viii) pe- tition or apply to any tribunal for any receiver, custodian or any trustee for any substantial part of its Property, or (ix) be the subject of any such proceeding filed against it which remains undismissed for a period of 45 days, or (x) file any answer admitting or not contesting the material allegations of any such petition filed against it, or of any order, judgment or decree approving such petition in any such proceeding, or (xi) seek, ap- prove, consent to, or acquiesce in any such proceeding, or in the appointment of any trustee, receiver, custodian, liquidator, or fiscal agent for it, or any substantial part of its Property, or an order is entered appointing any such trustee, receiver, custodian, liquidator or fiscal agent and such order remains unstayed and in effect for 45 days; or (h) An order for relief is entered under the bankruptcy or insolvency laws of any jurisdiction and 102 continues unstayed and in effect for a period of 60 days (i) adjudging the Parent or any of its Subsidiaries as bankrupt or insolvent, or (ii) approving as properly filed a petition seeking reorganization, liquidation, arrangement, adjustment or compo- sition of, or in respect of the Parent or any of its Subsidiaries under the bankruptcy or insolvency laws of any jurisdiction, or (iii) appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Parent or any of its Subsidiaries or of any substantial part of the Property of any thereof, or (iv) ordering the winding up or liquidation of the affairs of the Parent or any of its Subsidiaries and any such decree or order continues unstayed and in effect for a period of 60 days; or (i) Judgments or decrees in an aggregate amount in excess of $5,000,000 on a Consolidated basis against the Parent or any of its Subsidiaries (except to the extent covered by insurance, provided that each applicable insurance company has expressly assumed responsibility with respect to the applicable underlying claim) shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days; or (j) A Change of Control shall occur; or (k) Any license, franchise, permit, right, approval or agreement of the Parent or any of its Subsidiaries to own or operate any Operating Entity owned or operated by the Par- ent or such Subsidiary is not renewed, or is suspended or re- voked, and the non-renewal, suspension or revocation is ir- revocable and not subject to appeal or challenge and would have a Material Adverse effect; or (l) (i) any Termination Event shall occur with respect to any Pension Plan (other than a Multiemployer Plan); (ii) any Accumulated Funding Deficiency in excess of $2,000,000, whether or not waived, shall exist with respect to any Pension Plan (other than a Multiemployer Plan); (iii) any Person shall engage in any Prohibited Transaction involving any Employee Benefit Plan which would have a Material Adverse effect; (iv) the Parent, any of its Subsidiaries or any ERISA Affiliate shall fail to pay when due an amount which is payable by it to the PBGC or to a Pension Plan (including a Multiemployer Plan) under Title IV of ERISA and such non-payment would have a Material Adverse effect; (v) the imposition of any tax under Section 4980(B)(a) of the Code; (vi) the assessment of a civil penalty with respect to any Employee Benefit Plan under Section 502(c) of ERISA; (vii) any other event or condition shall occur or exist with respect to an Employee Benefit Plan which would have a Material Adverse effect; (viii) a contribution required to be made to a Foreign Pension Plan has not been timely made which would have a Material Adverse effect; or (ix) the Parent or any 103 of its Subsidiaries has incurred or is likely to incur liabilities pursuant to one or more Foreign Pension Plans which would have a Material Adverse effect; or (m) (i) Any Loan Document shall cease to be in full force and effect, or an "Event of Default" shall have occurred under, and as such term is defined therein, or (ii) the failure of any Credit Party to observe or perform any obligation on its part to be observed or performed under any Loan Document, and such failure shall have continued unremedied for a period of 30 days after any Responsible Officer shall have become aware of such failure, or any Credit Party shall disavow in writing any of its obligations thereunder. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (a) if such event is an Event of Default specified in clause (g) or (h) above, the Aggregate Commitments, the Swing Line Commitment, the Individual Currency Commitments and the Letter of Credit Com- mitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, any reimbursement obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Parent and the applicable Letter of Credit Applicants shall forthwith deposit an amount equal to the Letter of Credit Ex- posure in a cash collateral account with and under the exclusive control of the Administrative Agent, and the Administrative Agent may, and, upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (b) if such event is any other Event of Default, any or all of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, and upon the direction of the Required Lenders shall, by notice to the Parent (on behalf of all Borrowers), declare the Aggregate Commitments, the Swing Line Commitment, the Individual Currency Commitments and the Letter of Credit Commitment to be terminated forthwith, whereupon the Aggregate Commitments, the Swing Line Commitment, the Individual Currency Commitments and the Letter of Credit Commitment shall immediately terminate, and (ii) with the consent of the Required Lenders, the Administrative Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Parent (on behalf of all Borrowers), declare the Loans, all accrued and unpaid interest thereon, any reimbursement obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Parent and the applicable Letter of Credit Applicants shall forthwith deposit an amount equal to the Letter of Credit Ex- posure in a cash collateral account with and under the exclusive control of the Administrative Agent, and the Administrative Agent 104 may, and upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided pursuant to the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. In the event that the Aggregate Commitments, the Swing Line Commitment, the Individual Currency Commitments and the Letter of Credit Commitment shall have been terminated or the Loans shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent and the Lenders from or on behalf of any Borrower shall be applied by the Administrative Agent and the Lenders in liquidation of the Loans and the obligations of the Credit Parties under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Admin- istrative Agent has not then been reimbursed by such Lender or the Credit Parties; (ii) second, to the payment of any expenses due the Administrative Agent from the Credit Parties, (iii) third, to reimburse the Administrative Agent and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above due from the Parent and the Borrowers pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Facility Fees, Letter of Credit Commissions and all other fees, expenses and amounts due under or in respect of the Loan Documents (other than principal and interest on the Loans and reimbursement obligations and interest thereon with respect to the Letters of Credit); (v) fifth, to the payment of interest due on the Loans and due on reimbursement obligations with respect to the Letters of Credit; (vi) sixth, to the payment of principal outstanding on the Loans and reimbursement obligations with respect to the Letters of Credit; and (vii) seventh, to the pay- ment of any other amounts owing to the Administrative Agent and the Lenders under the Loan Documents. X. THE ADMINISTRATIVE AGENT A. Appointment Each Lender hereby irrevocably designates and appoints BNY as the Administrative Agent of such Lender under the Loan Documents and each such Lender hereby irrevocably authorizes BNY, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of the Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or any Loan Document, 105 the Administrative Agent shall not have any duties or respon- sibilities other than those expressly set forth herein or therein, or any fiduciary relationship with the Issuing Bank, the Swing Line Lender or any Lender, and no implied covenants, func- tions, responsibilities, duties, obligations or liabilities shall be read into the Loan Documents or otherwise exist against the Administrative Agent. B. Delegation of Duties The Administrative Agent may execute any of its duties under the Loan Documents by or through agents or attorneys-in-fact and shall be entitled to rely upon the advice of counsel concerning all matters pertaining to such duties. C. Exculpatory Provisions Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in con- nection with the Loan Documents (except the Administrative Agent for its own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Credit Parties or any officers of the Credit Parties contained in the Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, the Loan Documents or for the value, validity, effectiveness, genuineness, perfection, enforceability or sufficiency of any of the Loan Documents or for any failure of the Credit Parties or any other Person to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or per- formance of any of the agreements contained in, or conditions of, the Loan Documents, or to inspect the properties, books or records of the Credit Parties. The Administrative Agent shall not be under any liability or responsibility whatsoever, as Administrative Agent, to the Credit Parties or any other Person as a consequence of any failure or delay in performance, or any breach, by any Lender of any of its obligations under the Loan Documents. D. Reliance by Administrative Agent The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writ- ing, resolution, notice, consent, certificate, affidavit, opinion, letter, cablegram, telegram, fax, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, 106 sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to any of the Credit Parties), independent accountants and other experts se- lected by the Administrative Agent. The Administrative Agent may treat each Lender, or the Person designated in the last notice filed with it under this Section, as the holder of all of the interests of such Lender in its Loans until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent. The Administrative Agent shall not be under any duty to examine or pass upon the validity, effectiveness, enforceability, perfection or genuine- ness of any of the Loan Documents or any instrument, document or communication furnished pursuant hereto or thereto or in connection herewith or therewith, and the Administrative Agent shall be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be. The Administrative Agent shall be fully justified in failing or refusing to take any action under the Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with a request or direction of the Required Lenders, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon the Issuing Bank, the Swing Line Lender and all of the Lenders and all future holders of the Indebtedness of the Credit Parties under the Loan Documents. E. Notice of Default The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received written notice thereof from the Issuing Bank, the Swing Line Lender, any Lender, or any Credit Parties. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall promptly give notice thereof to the Issuing Bank, the Swing Line Lender and the Lenders. The Adminis- trative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required Lenders, provided, however, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem to be in the best interests of the Issuing Bank, the Swing Line Lender and the Lenders. F. Non-Reliance 107 The Issuing Bank, the Swing Line Lender and each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, di- rectors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter, including any review of the affairs of the Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Issuing Bank, the Swing Line Lender or any Lender. The Issuing Bank, the Swing Line Lender and each Lender represents to the Ad- ministrative Agent that it has, independently and without re- liance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed ap- propriate, made its own evaluation of and investigation into the business, operations, Property, financial and other condition and creditworthiness of the Credit Parties and made its own decision to enter into this Agreement. The Issuing Bank, the Swing Line Lender and each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank, the Swing Line Lender or any other Lender, and based on such documents and information as it shall deem ap- propriate at the time, continue to make its own credit analysis, evaluations and decisions in taking or not taking action under the Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, Prop- erty, financial and other condition and creditworthiness of the Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank, the Swing Line Lender and the Lenders by the Administrative Agent under the Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide the Issuing Bank, the Swing Line Lender or any Lender with any credit or other information con- cerning the business, operations, Property, financial and other condition or creditworthiness of the Credit Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. G. Indemnification Each Lender agrees to indemnify and reimburse the Administrative Agent in its capacity as such (to the extent not promptly reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), pro rata according to (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise no longer exist, the percentage equal to the fraction (A) the numerator of which is the Credit Exposure of such Lender 108 and (B) the denominator of which is the Aggregate Credit Exposure, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever including any amounts paid to the Lenders (through the Administrative Agent) by the Credit Parties pursuant to the terms of the Loan Documents, that are subsequently rescinded or avoided, or must otherwise be restored or returned) which may at any time (including at any time following the payment of the Loans or the reimbursement obligations hereunder with respect to the Letters of Credit) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby or any action taken or omitted to be taken by the Administrative Agent under or in connection with the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the finally adjudicated gross negligence or will- ful misconduct of the Administrative Agent. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its pro rata share (calculated as set forth in the first sentence of this Section) of any unpaid costs and expenses (including reasonable fees and expenses of counsel) payable by the Credit Parties under Section 11.5, to the extent that the Administrative Agent has not been reimbursed for such costs and expenses by the Credit Parties. The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its pro rata share (as so calculated) of any amount required to be paid by the Lenders to the Administra- tive Agent as provided in this Section shall not relieve any other Lender of its obligation hereunder to reimburse the Ad- ministrative Agent for its pro rata share (as so calculated) of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender's pro rata share (as so calculated) of such amount. The agreements in this Section shall survive the payment of all amounts payable under the Loan Documents. H. Administrative Agent in Its Individual Capacity BNY and its affiliates may make loans to, accept deposits from, issue letters of credit for the account of, and generally engage in any kind of business with, the Credit Parties or any of the Subsidiaries of the Parent as though BNY were not the Issuing Bank, the Swing Line Lender or the Admin- istrative Agent hereunder. With respect to the Commitment, the Swing Line Commitment, the Individual Currency Commitment and the Letter of Credit Commitment of BNY and the Loans made by BNY, and the Letters of Credit issued by BNY, BNY shall have the same 109 rights and powers under the Loan Documents as any Lender and may exercise the same as though it were not the Issuing Bank, the Swing Line Lender or the Administrative Agent, and the terms "Lender" and "Lenders" shall in each case include BNY. I. Successor Administrative Agent If at any time the Administrative Agent deems it advisable, in its sole discretion, it may submit to each of the Issuing Bank, the Swing Line Lender and each Lender a written notice of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective upon the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent appointed by the Required Lenders, provided, however, that if no such appointment is made and given within 30 days after the delivery of such notice of resignation, the Administrative Agent shall have the right to appoint a successor Administrative Agent. A successor Administrative Agent shall be a commercial bank orga- nized under the laws of the United States of America or any State thereof and having a combined capital, surplus, and undivided profits of at least $500,000,000 and, provided that no Default or Event of Default shall exist, shall be reasonably satisfactory to the Parent. Upon the acceptance of any appointment as Ad- ministrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and du- ties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be termi- nated. The Credit Parties, the Issuing Bank, the Swing Line Lender and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. XI. OTHER PROVISIONS A. Amendments and Waivers (a) With the written consent of the Required Lenders, the Administrative Agent, the Parent and the other appropriate Credit Parties may, from time to time, enter into written amendments, supplements or modifications of any of the Loan Documents and, with the consent of the Required Lenders, the Administrative Agent on behalf of the Issuing Bank, the Swing Line Lender and the Lenders may execute and deliver to any such parties a written instrument waiving or granting a consent to a departure from, on such terms and conditions as the 110 Administrative Agent may specify in such instrument, any of the requirements of any of the Loan Documents or any Default or Event of Default and its consequences; provided, however, that: (i) no such amendment, supplement, modification, waiver or consent shall increase or decrease the Commitment of any Lender without the consent of such Lender, or increase or decrease any Individual Currency Commitment of any Lender without the consent of such Lender; (ii) without the consent of all of the Lenders, (A) extend the Maturity Date, (B) decrease the rate or extend the time of payment of interest of, or extend the time of payment or forgive the principal amount of, or change the pro rata allocation of payments under, any Loan or reimbursement obligation with respect to any Letter of Credit, (C) decrease or extend the time of payment of the Facility Fee or Letter of Credit Commissions, (D) change the provisions of Sections 2.14, 11.1 or 11.7(a), (E) change the definition of Required Lenders, (F) change the definition of Core Currencies so as to add any additional currency as a Core Currency, (G) release the Guaranty, (H) change the several nature of the obligations of the Lenders under the Loan Documents, or (I) increase the Aggregate Commitments to an amount in excess of $160,000,000; (iii) without the written consent of the Issuing Bank, no such amendment, supplement, modification or waiver shall change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commis- sions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit; (iv) without the written consent of the Swing Line Lender, no such amendment, supplement, modification or waiver shall change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans; and (v) without the written consent of the Administrative Agent, no such amendment, supplement, modification or waiver shall amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent under the Loan Documents. (b) Notwithstanding anything to the contrary contained herein, the Parent may at any time or from time to time, at the Parent's sole cost and expense, request any Lender to increase its Commitment, or any other bank, insurance company, pension fund, mutual fund or other financial institution (each a "Proposed Lender"; each such Proposed Lender to be reasonably satisfactory to the Swing Line Lender and the Issuing 111 Bank) to provide a new Commitment, by submitting a supplement to this Agreement to the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Credit Parties. If such supplement is in all respects satisfactory to it, the Administrative Agent, the Issuing Bank, the Swing Line Lender, the Parent, each other Credit Party and such Lender or Proposed Lender, as the case may be, shall each execute a copy thereof and deliver a copy thereof to the Administrative Agent, the Parent and such Lender or such Proposed Lender, as the case may be. Upon execution and delivery of such supplement, (i) in the case of such Lender, the amount of such Lender's Commitment shall be increased to the amount set forth in such supplement, (ii) in the case of such Proposed Lender, such Proposed Lender shall become a party hereto and shall for all purposes of this Agreement and the other Loan Documents be deemed a "Lender" with a Commitment and one or more Individual Currency Commitments in the respective amounts set forth in such supplement and (iii) in each case, the Commitments and the Commitment Percentages set forth in Exhibit A-1 and the Individual Commitments set forth in Exhibit A-2 shall be adjusted accordingly by the Administrative Agent and a new Exhibit A-1 and a new Exhibit A-2 shall be distributed by the Administrative Agent to the Parent (on behalf of all Borrowers) and each Lender; provided, however, that: (x) immediately after giving effect thereto, the Aggregate Commitments shall not exceed $160,000,000; and (y) notwithstanding anything to the contrary contained in Section 11.7, if immediately after giving effect to the events described in Sections 11.1(b)(i) or 11.1(b)(ii), as the case may be, Revolving Loans shall or would be outstanding, then such Lender or such Proposed Lender, as the case may be, shall enter into a master assignment and acceptance agreement with the other Lenders in all respects reasonably satisfactory to the other Lenders, pursuant to which each other Lender shall sell, assign, transfer and negotiate to it a portion of its Revolving Loans necessary to reflect the Commitments as adjusted in accordance with Section 11.1(b)(iii). (c) Any such amendment, supplement, modification or waiver pursuant to this Section 11.1 shall be binding upon the parties to the applicable agreement, all present and future Lenders and the Administrative Agent. In the case of any waiver, the parties to the Loan Documents, the Issuing Bank, the Swing Line Lender, the Lenders and the Administrative Agent shall be restored to their former position and rights thereunder to the extent provided for in such waiver, and any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. The Loan Documents may not be amended orally or by any course of conduct. 112 (d) If any assignment made pursuant to subsection (b)(y) above shall be made to any Proposed Lender and such Proposed Lender is not a U.S. Person, such Proposed Lender shall furnish such certificates, documents or other evidence to the Parent, the Borrowers, the Lenders and the Administrative Agent as shall be required by Section 2.13(e) or 2.13(f). B. Notices All notices and other communications under the Loan Documents shall be given to the parties hereto at the following addresses: (i) if to the Parent or a Borrower, at its Address for Notices set forth on Exhibit S or as set forth on the applicable Borrower Addendum; (ii) if to any Lender, at its Address for Notices set forth on Exhibit R; (iii) if to the Administrative Agent, at its Address for Notices set forth on Exhibit Q; (iv) if to the Swing Line Lender, at its Address for Notices set forth on Exhibit R; (v) if to the Issuing Bank, at its Address for Notices set forth on Exhibit R; or in any of the foregoing cases at such other address and/or to such other Person as a party hereto may hereafter specify for that purpose by written notice to the Parent, the Borrowers and the Administrative Agent. Such notices and other communications will be effective only if and when given in writing, and shall be deemed to have been given three (3) days after deposit in the mail, designated as certified mail, return receipt requested, postage-prepaid, at the applicable address specified above, or when delivered at the applicable address specified above, or when sent by telecopy addressed to the party to which such notice is directed at its address determined as provided above and receipt is confirmed, except that any notice, request or demand by the Parent or any Borrower to or upon the Administrative Agent, the Swing Line Lender, the Issuing Bank or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 2.10, 2.11, 2.12 or 2.19 shall not be effective until received. Any party to a Loan Document may rely on signatures of the parties thereto which are transmitted by fax or other electronic means as fully as if originally signed. C. No Waiver; Cumulative Remedies No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Swing 113 Line Lender, the Issuing Bank or any Lender, any right, remedy, power or privilege under the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges under the Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. D. Survival of Representations and Warranties All representations and warranties made under the Loan Documents and in any document, certificate or statement delivered pursuant thereto or in connection therewith shall survive the execution and delivery thereof. E. Payment of Expenses and Taxes The Parent and each Borrower (to the extent of such other Borrower's Proportionate Share of the amount at issue) severally agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made, or any Letter of Credit is issued (i) to pay or reimburse the Administrative Agent for all of the Administrative Agent's out-of-pocket costs and expenses reasonably incurred in con- nection with the preparation of the Loan Documents and any amendment, supplement or modification (whether or not executed) to the Loan Documents, any documents prepared in connection therewith and the consummation of the transactions contemplated thereby, including the reasonable fees and disbursements of Special Counsel, (ii) to pay or reimburse the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders for all of their respective costs and expenses, including reason- able fees and disbursements of counsel, incurred in connection with (A) any Default or Event of Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether con- summated or not) of the obligations of the Parent and the Borrowers under the Loan Documents and (B) the enforcement of this Section, (iii) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Bank and the Administrative Agent harmless from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Loan Documents and any such other documents, and (iv) to pay, indemnify and hold each Lender, the Swing Line Lender, the Issuing Bank and the Administrative Agent and each of 114 their respective officers, directors and employees harmless from and against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable counsel fees and disbursements) with respect to the enforcement and performance of the Loan Documents and the use of the proceeds of the Loans and the Letters of Credit (all the foregoing, collectively, the "indemnified li- abilities"); provided, however, that neither the Parent nor the Borrowers shall have any obligation hereunder to pay indemnified liabilities to the Administrative Agent, the Swing Line Lender, the Issuing Bank or any Lender arising from the finally adju- dicated gross negligence or willful misconduct of the Administrative Agent, the Swing Line Lender, the Issuing Bank or such Lender or claims between one indemnified party and another indemnified party. The agreements in this Section shall survive the termination of the Aggregate Commitments, the Swing Line Commitment, the Letter of Credit Commitment and the Individual Currency Commitments and the payment of all amounts payable under the Loan Documents. F. Determination of Dollar Equivalent For purposes of the Loan Documents, the Dollar Equivalent of each Alternate Currency Loan and each Letter of Credit designated in an Alternate Currency shall be recalculated (i) on the first day of each Borrowing/Issuance Period, (ii) on the date that the Agent shall have received a Bid Accept/Reject Letter accepting a Bid or a Negotiated Rate Confirmation, (iii) on each date that the Aggregate Commitments are, or the Swing Line Commitment or any Individual Currency Commitment is, reduced and (iv) on the last Business Day of each month unless the Dollar Equivalent was recalculated pursuant to clause (i), (ii) or (iii) during such month. The Dollar Equivalent for each Alternate Currency Loan and each Letter of Credit designated in an Alternate Currency shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the Parent, it being understood that until such notice is re- ceived, the Dollar Equivalent shall be that Dollar Equivalent. The Administrative Agent shall promptly notify the Parent, the Issuing Bank, the Swing Line Lender and the Lenders of each such determination of the Dollar Equivalent for each Alternate Cur- rency Loan and each Letter of Credit designated in an Alternate Currency. G. Assignments and Participations (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the Parent, the Borrowers, the Lenders, the Swing Line Lender, the Issuing Bank, the Administrative Agent, and their respective 115 successors and assigns, except that neither the Parent nor the Borrowers may assign, delegate or transfer any of their rights or obligations under the Loan Documents without the prior written consent of the Administrative Agent, the Issuing Bank, the Swing Line Lender and each Lender. (b) Except as provided in Section 11.1(b), each Lender shall have the right at any time, upon written notice to the Administrative Agent of its intent to do so, to sell, assign, transfer or negotiate all or any part of such Lender's rights and obligations under the Loan Documents to one or more of its affiliates, to one or more of the other Lenders (or to affiliates of such other Lenders) or, with the prior written con- sent of the Parent, the Swing Line Lender and the Issuing Bank (which consents shall not be unreasonably withheld), to sell, as- sign, transfer or negotiate all or any part of such Lender's rights and obligations under the Loan Documents to any other bank, insurance company, pension fund, mutual fund or other financial institution, provided that (i) each such sale, assign- ment, transfer or negotiation (other than sales, assignments, transfers or negotiations (x) to affiliates of such Lender or (y) of a Lender's entire interest) shall be in a minimum amount of $5,000,000, and (ii) there shall be paid to the Administrative Agent by the assigning or assignee Lender a fee (the "Assignment Fee") of $3,000. For each assignment, the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and record- ing by the Administrative Agent, from and after the effective date specified in such Assignment and Acceptance Agreement, the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance Agreement, the as- signor Lender thereunder shall be released from its obligations under the Loan Documents. Upon any such sale, assignment or other transfer, the Commitments and the Commitment Percentages set forth in Exhibit A-1, and the Individual Currency Commitments set forth in Exhibit A-2, shall be adjusted accordingly by the Administrative Agent and a new Exhibit A-1 and a new Exhibit A-2 shall be distributed by the Administrative Agent to the Parent (on behalf of all Borrowers) and each Lender. (c) Each Lender may grant participations in all or any part of its rights and obligations under the Loan Documents to one or more of its affiliates, to one or more of the other Lenders (or to affiliates of such other Lenders) or to one or more other banks, insurance companies, pension funds, mutual funds or other financial institutions, provided that (i) such Lender's obligations under the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties to the Loan Documents for the performance of such obligations, (iii) the Borrowers, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the other Lenders 116 shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents, (iv) no sub-participations shall be permitted and (v) the voting rights of any holder of any participation shall be limited to decisions that in accordance with Section 11.1 require the consent of all of the Lenders. The Parent and the Borrowers acknowledge and agree that any such participant shall for pur- poses of Sections 2.13, 2.14, 2.15, 2.22, 11.5 and 11.10, be deemed to be a "Lender"; provided, however, neither the Parent nor the Borrowers shall, at any time, be obligated to pay any participant in any interest of any Lender hereunder any sum in excess of the sum which the Parent and the Borrowers would have been obligated to pay to such Lender in respect of such interest had such Lender not sold such participation. (d) If any (i) assignment is made pursuant to subsection (b) above or (ii) any participation is granted pursuant to subsection (c) above, shall be made to any Person that is not a U.S. Person, such Person shall furnish such certificates, documents or other evidence to the Parent, the Borrowers and the Administrative Agent, in the case of clause (i) and to the Parent, the Borrowers and the Lender which sold such participation in the case of clause (ii), as shall be required by Section 2.13(e) or 2.13(f). (e) No Lender shall, as between and among the Parent, the Borrowers, the Administrative Agent, the Swing Line Lender, the Issuing Bank and such Lender, be relieved of any of its obligations under the Loan Documents as a result of any sale, assignment, transfer or negotiation of, or granting of par- ticipations in, all or any part of its rights and obligations under the Loan Documents, except that a Lender shall be relieved of its obligations under the Loan Documents to the extent of any such sale, assignment, transfer, or negotiation of all or any part of its obligations under the Loan Documents pursuant to subsection (b) above. (f) Notwithstanding anything to the contrary contained in this Section, any Lender may at any time or from time to time assign all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, provided that any such assignment shall not release such assignor from its obli- gations thereunder. H. Counterparts Each of the Loan Documents may be executed by one or more of the parties thereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same document. It shall not be necessary in making proof of any Loan Document to produce or ac- count for more than one counterpart signed by the party to be 117 charged. An executed counterpart of any Loan Document and of any amendment, modification, consent or waiver thereto or thereof transmitted by fax shall be deemed to be an originally executed counterpart. A copy of any Loan Document signed by all the par- ties thereto shall be deposited with the Parent (on behalf of all Borrowers) and the Administrative Agent. Any party to any Loan Document may rely upon the signatures of any other party thereto which are transmitted by fax or other electronic means to the same extent as if originally signed. I. Adjustments; Set-off (a) If any Lender (a "Benefited Lender") shall at any time receive any payment of all or any part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9.1 (g) or (h), or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender in respect of such other Lender's Loans, or interest thereon, such Benefited Lender shall purchase for cash from each of the other Lenders such portion of each such other Lender's Loans, and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrowers agree that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of such portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default and the acceleration of the obligations owing in con- nection with the Loan Documents, or at any time upon the occur- rence and during the continuance of an Event of Default, under Section 9.1(a), (b), (g) or (h), each Lender shall have the right, without prior notice to the Parent or the Borrowers, any such notice being expressly waived by the Parent and the Borrowers to the extent not prohibited by applicable law, to set- off and apply against any indebtedness, whether matured or unmatured, of the Parent or the Borrowers to such Lender, any amount owing from such Lender to the Parent or the Borrowers, at, or at any time after, the happening of any of the above-mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by such Lender 118 against the Parent and the Borrowers or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or at- tachment creditor of the Parent or the Borrowers, or against anyone else claiming through or against the Parent or the Borrowers or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition, as- signment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify the Parent, the Borrowers and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. With respect to each Borrower, the right of set-off provided for in this Section 11.9(b) shall be limited to the obligations of such Borrower with respect to Loans made to it and to its Proportionate Share of other costs, expenses and other amounts. J. Indemnity Each of the Borrowers to the extent of its Proportionate Share and the Parent severally agree to indemnify and hold harmless the Administrative Agent, the Swing Line Lender, the Issuing Bank and each Lender and their respective affiliates, directors, officers, employees, attorneys and agents (each an "Indemnified Person") with respect to each Indemnified Person's status under the Loan Documents from and against any loss, cost, liability, damage or expense (including the rea- sonable fees and disbursements of counsel of such Indemnified Person, including all local counsel hired by any such counsel) incurred by such Indemnified Person in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of, any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon (i) any untrue statement or alleged untrue statement of any material fact by the Parent or the Borrowers in any document or schedule executed or filed with any Governmental Authority by or on behalf of the Parent or the Borrowers; (ii) any omission or alleged omission to state any material fact required to be stated in such document or schedule, or necessary to make the statements made therein, in light of the circumstances under which made, not misleading; (iii) any acts, practices or omissions or alleged acts, practices or omissions of the Parent or the Borrowers or their respective agents relating to the use of the proceeds of 119 any or all borrowings made by the Borrowers which are alleged to be in violation of Section 2.18, or in violation of any federal securities law or of any other statute, regulation or other law of any jurisdiction applicable thereto; or (iv) any acquisition or proposed acquisition by the Parent or the Borrowers of all or a portion of the Stock, or all or a portion of the assets, of any Person whether such Indemnified Person is a party thereto. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Parent and the Borrowers to each Indemnified Person under the Loan Documents or at common law or otherwise, and shall survive any termination of the Loan Documents, the expiration of the Commitments, the Letter of Credit Commitment, the Swing Line Commitment, the Individual Currency Commitments, and the payment of all indebtedness of the Parent and the Borrowers under the Loan Documents, provided that the Parent and the Borrowers shall have no obligation under this Section to an Indemnified Person with respect to any of the foregoing to the extent found in a final judgment of a court having jurisdiction to have resulted out of the gross negligence or wilful misconduct of such Indemnified Person or arising from claims between one such Indemnified Person and another such Indemnified Person. K. GOVERNING LAW THE LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES THERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. L. Severability Every provision of this Agreement and the other Loan Documents is intended to be severable, and if any term or provision hereof or thereof shall be invalid, illegal or unen- forceable for any reason, the validity, legality and enforce- ability of the remaining provisions hereof or thereof shall not be affected or impaired thereby, and any invalidity, illegality or unenforceability in any jurisdiction shall not affect the validity, legality or enforceability of any such term or provision in any other jurisdiction. M. Integration All exhibits to this Agreement and any other Loan Document shall be deemed to be a part hereof or thereof, as the case may be. Except for agreements between the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Parent with respect to certain fees, the Loan Documents embody the entire agreement and understanding among the Parent, the Borrowers, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders with respect to the subject 120 matter thereof and supersede all prior agreements and under- standings among the Parent, the Borrowers, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders with respect to the subject matter thereof. N. Judgment Currency (a) Each Credit Party's obligations under the Loan Documents to make payments in the Applicable Currency (the "Obligation Currency") shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Cur- rency, except to the extent that, on the Business Day immediately following the date of such tender or recovery, the Administrative Agent, the Swing Line Lender, the Issuing Bank or the applicable Lender, as the case may be, may, in accordance with normal banking procedures, purchase the Obligation Currency with such other currency. If for the purpose of obtaining or enforcing judgment against any Credit Party in any court or in any jurisdiction, it becomes necessary to convert into any currency other than the Obligation Currency (such other currency being hereinafter referred to as the "Judgment Currency") an amount due in the Obligation Currency, the conversion shall be made at the rate of exchange at which, in accordance with normal banking procedures in the relevant jurisdiction, the Obligation Currency could be purchased with the Judgment Currency as of the day im- mediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the "Judgment Cur- rency Conversion Date"). (b) If the amount of Obligation Currency purchased pursuant to the last sentence of subsection (a) above is less than the sum originally due in the Obligation Currency, the applicable Credit Party covenants and agrees to indemnify the applicable recipient against such loss, and if the Obligation Currency so purchased exceeds the sum originally due to such recipient, such recipient agrees to remit to the applicable Credit Party such excess. O. Confidentiality Any information disclosed by any Credit Party to the Administrative Agent or any of the Lenders shall be used solely for purposes of the Loan Documents and not in any other manner detrimental to the Parent and, if such information is not otherwise in the public domain, shall not be disclosed by the Administrative Agent or such Lender to any other Person except (i) to its independent accountants, legal counsel and affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (ii) pursuant to statutory and regulatory 121 requirements or the request of bank examiners, (iii) pursuant to any mandatory court order, subpoena or other legal process, (iv) to the Administrative Agent, the Issuing Bank, the Swing Line Lender or any other Lender, (v) pursuant to any agreement heretofore or hereafter made between such Lender and the Parent which permits such disclosure, (vi) in connection with the exercise of any remedy under the Loan Documents or (vii) subject to an agreement containing provisions substantially the same as those of this Section, to any participant in or assignee of, or prospective participant in or assignee of, any Loan, Letter of Credit Commitment, Individual Currency Commitment or Commitment (it being understood that prior to any such disclosures contemplated by clauses (ii) and (iii) above, the Agent or such Lender shall, if practicable, give the Parent prior written notice of such disclosure). P. CONSENT TO JURISDICTION EACH CREDIT PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS. EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED OR NOT PROHIBITED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Q. Service of Process Each Credit Party hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested or by overnight courier service, to the address of such Credit Party set forth in Section 11.2. R. No Limitation on Service or Suit Nothing in the Loan Documents or any modification, waiver, consent or amendment thereto shall affect the right of the Administrative Agent, the Swing Line Lender, the Issuing Bank or any Lender to serve process in any manner permit- ted by law or limit the right of the Administrative Agent, the Swing Line Lender, the Issuing Bank or any Lender to bring proceedings against any Credit Party in the courts of any jurisdiction or jurisdictions in which such Credit Party may be served. S. WAIVER OF TRIAL BY JURY EACH OF THE ADMINISTRATIVE AGENT, THE 122 SWING LINE LENDER, THE ISSUING BANK, THE LENDERS AND EACH CREDIT PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. T. International Banking Facilities The Parent and the Borrowers acknowledge that some or all of the Lenders may, in connection with the Loan Documents, utilize an International banking facility (as defined in Regulation D). Each Borrower which is an entity located outside the United States, understands that it is the policy of the Board of Governors of the Federal Reserve System that deposits received by International banking facilities may be used only to support the non-U.S. operations of a depositor (or its foreign affiliates) located outside the United States and that extensions of credit by International banking facilities may be used only to finance the non-U.S. operations of a customer (or its foreign affiliates) located outside the United States. Each Borrower which is an entity located outside the United States acknowledges that the proceeds of its borrowings hereunder from an International banking facility will be used solely to finance its operations outside the United States, or that of its foreign affiliates. 123 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. TIFFANY & CO., a Delaware corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY AND COMPANY, a New York corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO. INTERNATIONAL, a Delaware corporation By: ________________________ Name: ________________________ Title: ________________________ SOCIETE FRANCAISE POUR LE DEVELOPPMENT DE LA PORCELAINE D'ART (S.A.R.L.), a French corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO. OF NEW YORK LIMITED, a Hong Kong corporation By: ________________________ Name: ________________________ Title: ________________________ 124 TIFFANY-FARAONE S.P.A., an Italian corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO. JAPAN INC., a Delaware corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO. PTE. LTD., a Singapore corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO., a United Kingdom corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO. WATCH FACTORY S.A., a Swiss corporation By: ________________________ Name: ________________________ Title: ________________________ 125 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. THE BANK OF NEW YORK, as the Swing Line Lender, as the Issuing Bank, as a Lender, as Arranging Agent and as Adminis- trative Agent By: ________________________ Name: ________________________ Title: ________________________ 126 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. CHEMICAL BANK By: ________________________ Name: ________________________ Title: ________________________ 127 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. CREDIT SUISSE By: ________________________ Name: ________________________ Title: ________________________ 128 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. THE DAI-ICHI KANGYO BANK, LIMITED (NEW YORK BRANCH) By: ________________________ Name: ________________________ Title: ________________________ 129 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. THE FUJI BANK, LTD. By: ________________________ Name: ________________________ Title: ________________________ 130 TIFFANY EXHIBIT A-1 LIST OF COMMITMENTS
Commitment Lender Commitment Percentage -------------------------- ------------------ ------------- The Bank of New York $30,000,000.00 0.23076924 Chemical Bank 25,000,000.00 0.19230769 Credit Suisse 25,000,000.00 0.19230769 The Dai-Ichi Kangyo Bank, Limited (New York Branch) 25,000,000.00 0.19230769 The Fuji Bank, Limited 25,000,000.00 0.19230769 TOTAL $130,000,000.00 100% =============== =====
131 TIFFANY EXHIBIT A-2 LIST OF INDIVIDUAL CURRENCY COMMITMENTS Australian Dollars ------------------- Lender Individual Currency Commitment Dai-Ichi Kangyo $3,000,000.00 Fuji Bank $3,000,000.00 Canadian Dollars ----------------- Lender Individual Currency Commitment Credit Suisse $5,000,000.00 Hong Kong Dollars ------------------ Lender Individual Currency Commitment BNY $3,000,000.00 Italian Lira -------------- Lender Individual Currency Commitment Chemical Bank $3,000,000.00 Credit Suisse $5,000,000.00 Korean Won -------------- Lender Individual Currency Commitment BNY $3,000,000.00 Malaysian Ringgit ------------------ Lender Individual Currency Commitment - - Mexican Pesos ------------------- Lender Individual Currency Commitment - - New Taiwan Dollars ------------------- Lender Individual Currency Commitment BNY $3,000,000.00 132 Philippine Pesos ----------------- Lender Individual Currency Commitment - - Singapore Dollars ------------------ Lender Individual Currency Commitment BNY $3,000,000.00 Swiss Francs -------------------- Lender Individual Currency Commitment Chemical Bank $3,000,000.00 Credit Suisse $5,000,000.00 Thai Baht --------------------- Lender Individual Currency Commitment - - 133






                         LEASE AGREEMENT



                           dated as of


                          August 1, 1995



                          by and between


 First Fidelity Bank, National Association, not in its individual
                            capacity,
           but solely as the trustee under that certain
 Trust Agreement 1995-1 dated as of July 1, 1995, as Owner-Lessor




                               and



      TIFFANY AND COMPANY, a New York corporation, as Lessee






                        TABLE OF CONTENTS


                                                            Page



SECTION 1.  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .  3


SECTION 2.  AGREEMENT TO LEASE  . . . . . . . . . . . . . . . . . . . . . .  3


SECTION 3.  TERM  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3


SECTION 4.  CONDITIONS PRECEDENT PRIOR TO BASIC TERM COMMENCEMENT DATE  . .  4


SECTION 5.  RENTAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6


SECTION 6.  USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7


SECTION 7.  NET LEASE; NONTERMINABILITY . . . . . . . . . . . . . . . . . .  8


SECTION 8.  TAXES AND OTHER CHARGES; LAWS AND AGREEMENTS  . . . . . . . . .  9


SECTION 9. LIENS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11


SECTION 10.  OWNERSHIP OF THE LEASED PROPERTY . . . . . . . . . . . . . . . 12


SECTION 11.  OWNER'S DISCLAIMER; ACKNOWLEDGEMENT BY LESSEE  . . . . . . . . 12


SECTION 12.  REPRESENTATIONS OF PARTIES . . . . . . . . . . . . . . . . . . 13


SECTION 13.  MAINTENANCE; QUIET ENJOYMENT . . . . . . . . . . . . . . . . . 16


SECTION 14.  COMPLIANCE WITH LEGAL REQUIREMENTS . . . . . . . . . . . . . . 18



                                     -2-







SECTION 15.  INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . 19


SECTION 16.  LOSS, DAMAGE OR DESTRUCTION  . . . . . . . . . . . . . . . . . 21


SECTION 17.  ADDITIONS AND IMPROVEMENTS; REMOVAL  . . . . . . . . . . . . . 25


SECTION 18.  RIGHT OF ENTRY . . . . . . . . . . . . . . . . . . . . . . . . 25


SECTION 19.  ASSIGNMENTS AND SUBLEASING . . . . . . . . . . . . . . . . . . 26


SECTION 20.  ENVIRONMENTAL MATTERS  . . . . . . . . . . . . . . . . . . . . 28


SECTION 21.  ENVIRONMENTAL INDEMNITY. . . . . . . . . . . . . . . . . . . . 31


SECTION 22.  INDEMNIFICATION AND HOLD HARMLESS AGREEMENT  . . . . . . . . . 32


SECTION 23.  EVENTS OF DEFAULT BY LESSEE  . . . . . . . . . . . . . . . . . 34


SECTION 24.  REMEDIES UPON DEFAULT  . . . . . . . . . . . . . . . . . . . . 36


SECTION 25.  OWNER'S RIGHT TO PERFORM FOR LESSEE  . . . . . . . . . . . . . 38


SECTION 26.  EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . 38


SECTION 27.  FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . 39


SECTION 28.  NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . 39


SECTION 29.  LESSEE'S EXTENSION LEASE OPTIONS AND END OF TERM PURCHASE
OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40


SECTION 30.  THIRD PARTY SALE OF LEASED PROPERTY  . . . . . . . . . . . . . 41


SECTION 31.  END OF TERM ADJUSTMENT . . . . . . . . . . . . . . . . . . . . 43

                                     -3-








SECTION 32.  PROCEDURE FOR OWNER CONVEYANCE . . . . . . . . . . . . . . . . 44


SECTION 33.  TIME OF THE ESSENCE; MANNER OF PAYMENT . . . . . . . . . . . . 45


SECTION 34.  RETURN OF LEASED PROPERTY  . . . . . . . . . . . . . . . . . . 45


SECTION 35.  FINANCIAL INFORMATION  . . . . . . . . . . . . . . . . . . . . 47


SECTION 36.  RECORDING  . . . . . . . . . . . . . . . . . . . . . . . . . . 47


SECTION 37.  NO RELIANCE  . . . . . . . . . . . . . . . . . . . . . . . . . 48


SECTION 38.  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . 48


SECTION 39.  VENUE; GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . 48


SECTION 40.  ESTOPPEL CERTIFICATE . . . . . . . . . . . . . . . . . . . . . 49


SECTION 41.  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. . . . . 49


SECTION 42.  NONRECOURSE  . . . . . . . . . . . . . . . . . . . . . . . . . 49



















                                     -4-







                         LIST OF EXHIBITS


EXHIBIT A    Legal Description of Land

EXHIBIT A-1  Description   of   Improvements  to   be
             Constructed  pursuant  to   Construction
             Agency Agreement

EXHIBIT B    Rental Factor

EXHIBIT C    Interest Rate Terms

EXHIBIT D    Termination Value Percentages

EXHIBIT E    Purchase Price Percentages

EXHIBIT F    Percentages for Maximum Lessee
             Risk Amount and Maximum Owner Risk Amount


                        LIST OF SCHEDULES


SCHEDULE I   List of Listed Permits

SCHEDULE II  List of Acceptable Hazardous Materials
























                               -5-







                         LEASE AGREEMENT


    THIS  LEASE AGREEMENT  (the "Lease"),  dated as  of August 1,
1995, by and between First Fidelity Bank, National Association, a
national  banking association,  not in  its  individual capacity,
except as expressly set forth herein, but solely as trustee under
that certain Trust  Agreement 1995-1 dated as of July 1, 1995, as
owner-lessor  hereunder  ("Owner")  and  TIFFANY  AND  COMPANY, a
corporation organized and operated under the laws of the State of
New York, as lessee hereunder ("Lessee").

                      PRELIMINARY STATEMENT


    Lessee has entered  into an Agreement  for Purchase and  Sale
of Real Estate by and between Pru Beta-3, as seller,  and Lessee,
as purchaser, dated as of November 4, 1994 (the "P&S") to acquire
a parcel  of land consisting of approximately  40.713 acres, more
or less, located in the Township of Parsippany-Troy Hills, Morris
County,  New Jersey,  more  particularly described  in Exhibit  A
attached  hereto  (the  "Land").    Lessee wishes  to  cause  the
construction   of  an   office  building,   distribution  center,
warehouse   facility  and   light  manufacturing   facility  more
particularly  described   in  Exhibit   A-1   hereof  (all   site
improvements,  base  building,  building systems,  equipment  and
related fixtures now or  hereafter existing on the Land,  and any
substitutions  or replacements  of or additions  to the  same are
referred to as the  "Improvements").  Lessee has determined  that
the most advantageous  financing for the acquisition  of the Land
and  the  design  and construction  of  the  Improvements can  be
realized by assigning purchaser's rights under the P&S  to Owner,
permitting  Owner to purchase the Land, contracting with Owner to
construct the Improvements  as Owner's agent and leasing the Land
and Improvements  (collectively, with all  easements, privileges,
rights  and appurtenances  thereto, the  "Leased Property")  from
Owner pursuant  to this Lease.  Concurrently  with the assignment
of the P&S by Lessee to  Owner, and Owner's purchase of the Land,
Owner  and Lessee  will  enter into  this  Lease for  the  Leased
Property,  which Lease is intended  to be an  operating lease for
accounting  purposes under  GAAP.   The  date  upon which  Lessee
assigns the  P&S to the  Owner, the  Owner acquires the  Land and
Lessee and Owner  enter into  this Lease  is referred  to as  the
"Closing Date".

    On the Closing  Date, Owner will  purchase the Land  pursuant
to the P&S for a purchase  price of $4,800,000 and pay a broker's
commission  equal to eight percent (8%) of said purchase price to
Cushman  &  Wakefield of  New Jersey,  Inc.,  a portion  of which
amount will  be  provided  by  the beneficiary  of  Owner,  First

                               -6-







Fidelity  Bank,  not in  its  individual capacity  but  solely as
trustee  under that  certain Trust  Agreement 1995-2 dated  as of
July 1, 1995  (the "Beneficiary"),  from the proceeds  of a  loan
(the "Investor Loan")  in the amount of $1,925,000 to  be made to
the  Beneficiary by  Stellar  Capital Corporation  ("Construction
Lender").  Lessee and Owner will enter into a Construction Agency
Agreement on  the Closing  Date which  will provide, among  other
things, that Lessee will construct the Improvements upon the Land
as  agent  for  Owner.    Pursuant  to  the  Construction  Agency
Agreement,  Owner will  finance  the  purchase  of the  Land  and
payment of the brokerage  commission therefor (to the extent  the
proceeds of the Investor Loan  are insufficient) and will finance
the construction of  the Improvements  from the  proceeds from  a
Construction  Loan to be made to Owner by the Construction Lender
in  an amount  not  to exceed  $36,575,000.   Lessee,  Owner  and
Construction  Lender have  agreed upon  a total  "Project Budget"
proposed  by Lessee for all Development Costs.  Lessee has agreed
that  if at  any  time  the  undisbursed  portion  of  the  funds
available  for  advance  by  the Construction  Lender  under  the
Construction Loan, together with  any unadvanced Owner's  Equity,
is  not sufficient to pay for all Development Costs, then Lessee,
out of  its own funds,  will pay all  Development Costs  (or such
Development  Costs of  the  particular line  item of  the Project
Budget  for which  there is a  deficiency) until (A)  there is no
longer any  deficiency and  (B) there are  sufficient undisbursed
funds available under  the Loan to pay  all remaining Development
Costs.  The Project Budget includes three  major subcategories of
Development Costs including "Acquisition Costs", "Hard Costs" and
"Soft  Costs".  The Project  Budget does not  include any amounts
allocated  for the  cost  of furniture,  fixtures and  equipment,
other than equipment which forms a part of the building systems. 

    The Lease  provides  for an  Interim  Term during  which  the
Improvements  are to be   completed by Lessee (provided, however,
such completion shall take  place on or before January  31, 1997,
subject to extension pursuant  to Section 4(a) of the Lease).  If
Lessee  satisfies all of the conditions set forth in Section 4(a)
of the Lease on  or prior to the date set  forth therein, has not
previously given  notice to the Owner that  it has elected not to
enter  into the  Basic Lease  Term and Owner  is not  entitled to
terminate the leasehold estate created hereby pursuant to Section
4(c) hereof, a Basic Lease Term shall commence and continue until
the Basic Lease Term Expiration Date.  Upon the expiration of the
Basic  Lease Term, Lessee will  have options to  extend the Lease
for  nine (9) consecutive one (1)-year Extension Lease Terms.  At
the end  of the  Interim  Lease Term,  Basic  Lease Term  or  any
Extension Lease Term, Lessee has an option to purchase the Leased
Property for  the Purchase  Price set  forth in  this Lease.   If
Lessee  does  not  exercise its  option  to  purchase the  Leased
Property, Lessee is obligated to solicit bids for the purchase of

                               -7-







the Leased Property from  third parties.  If the  Leased Property
is sold to a third party  pursuant to the provisions of the Lease
or is returned to  the Owner upon the  completion of the  Interim
Lease Term, the  Basic Lease Term or any Extension  Lease Term or
upon  any Termination Date, Lessee  will be obligated  to pay the
applicable End of Term  Adjustment provided for in this  Lease to
Owner.

    On  the date hereof, BOT  Financial Corporation or a designee
thereof  ("LC  Issuer")  shall  enter into  a  Reimbursement  and
Remarketing Agreement with the  Beneficiary pursuant to which the
LC Issuer will issue or  agree to issue its Letter of  Credit for
the benefit of the holder of the Investor Loan in an amount up to
the Maximum Owner Risk Amount.

    The construction of  the Improvements shall be  undertaken by
Lessee, as  agent under  the Construction  Agency Agreement.   In
connection  therewith,  Lessee has  previously  entered into  and
assigned to Owner on the Closing Date or will enter  into or will
receive  and approve  on  or before  the  Closing Date  as  agent
thereunder, the following documents:

    (a) Guaranteed  Maximum  Price  Construction  Contract   with
Turner Construction Company, as general contractor dated July 31,
1995;

    (b) Agreement  for  Architectural  and  Engineering  Services
with  Perkins & Will Architects,  P.C., dated   December 15, 1993
("Architect's Contract");

    (c) Agreements other  design and  engineering services  which
are more  particularly listed in  Exhibit E  to the  Construction
Loan Agreement;

    (d) The plans,  specifications and working drawings  prepared
by  the Architect which are more particularly listed in Exhibit E
to the Construction Loan Agreement; and

    (e) The  other contracts and  documents described  in Section
5.1 of the Construction Loan Agreement.

The  foregoing documents,  as they  may  be hereafter  amended or
supplemented in  accordance with  the Transaction  Documents from
time  to time,  are  referred to  as  the "Approved  Construction
Documents".

    At   Closing,  Lessee,   as  agent   for   Owner  under   the
Construction Agency Agreement, will  accept the assignment of the
Development  Services  Agreement  made  as  of  the  4th  day  of
November,  1994  between  Lessee   and  PIC  Realty,  a  Delaware

                               -8-







corporation  having an  office at 751  Broad Street,  Newark, New
Jersey and  Lessee shall  be reimbursed  for  all costs  incurred
under such Development Services Agreement  (to the extent of such
expense as shown on the Project  Budget) pursuant to the terms of
the Construction Agency Agreement.

    In  consideration  of  the  mutual  covenants and  agreements
herein contained, the parties hereto agree as follows:

    Section  1.    Definitions.  Unless   the  context  otherwise
requires, and except as specifically provided herein, each of the
capitalized  terms  shall  have  the meaning  set  forth  in  the
Definitions   Appendix attached to this Lease, as the same may be
amended, modified or supplemented from time to time. 

    Unless otherwise expressly  stated, the  words "this  Lease,"
"herein,"  "hereunder," "hereof"  or  other like  words mean  and
include  this Lease, all  exhibits hereto and  each amendment and
supplement hereto.

    Section 2.   Agreement to  Lease.  Owner  hereby leases, lets
and  demises  unto Lessee,  and Lessee  hereby leases,  rents and
takes  possession from Owner, all of the Owner's right, title and
interest  in (i) the Land, (ii) all Improvements now or hereafter
constructed thereon and  (iii) all easements,  privileges, rights
and appurtenances  thereto (the  Land, Improvements and  all such
easements, privileges, rights and appurtenances  are collectively
referred to herein as the "Leased Property"), to have and to hold
the same  for the  Term, subject  to  the covenants,  agreements,
terms, conditions,  limitations  and provisions  hereinafter  set
forth.

    Section 3.  Term. 

    The Interim  Lease Term shall  commence on the  Closing Date,
and, unless  this  Lease is  sooner  terminated pursuant  to  the
provisions hereof, shall end on the day immediately preceding the
Basic Term  Commencement Date.   Subject  to  the conditions  set
forth in Section 4(a) below and the exercise of Lessee's right to
elect to enter into  the Basic Lease Term pursuant  to Section 29
hereof, the Basic  Lease Term  shall commence on  the Basic  Term
Commencement Date,  and, unless  this Lease is  sooner terminated
pursuant to the provisions  hereof, shall end on the  Basic Lease
Term  Expiration Date, or if  this Lease is  extended pursuant to
Section 29(a) hereof, on the last day of the last Extension Lease
Term hereof for which this Lease is renewed.

    Section  4.    Conditions  Precedent   Prior  to  Basic  Term
Commencement Date.


                               -9-







    (a) Unless  otherwise waived in  writing by  the Owner or the
Lender, the right of Lessee to lease the Leased Property from the
Owner under this Lease  beyond the Interim Lease Term  is subject
to the fulfillment  of each  of the following  conditions of  the
Owner during  and as of  the end of  the Interim Lease  Term: (i)
Lessee   shall  perform   all  of   its  obligations   under  the
Construction Agency Agreement, as agent or for itself, during the
Interim Lease Term; (ii) no event  which is a Default or an Event
of Default  hereunder or under the  Construction Agency Agreement
has occurred and is continuing; (iii) Owner shall have received a
certificate  from the  Lender's Construction Consultant  that the
Improvements  are  Substantially  Complete  and shall  also  have
received such other documents, appraisals, opinions, certificates
and waivers, as Owner  may require in the exercise  of reasonable
business judgment, including, if requested, certificates from the
Architect  and   General  Contractor,  in   form  and   substance
reasonably satisfactory to assure Owner that the Improvements are
ready for occupancy and  that no liens or claims  are outstanding
against  the Leased  Property (other  than Permitted  Liens), and
(iv) Lessee shall have satisfied each of the foregoing conditions
on or before January 31, 1997, provided,  however, that if an act
or  event  of Force  Majeure  occurs which  prevents  Lessee from
completing the Improvements by January 31, 1997, Lessee  shall be
entitled  to an  extension beyond  January 31,  1997 in  which to
satisfy such conditions,  provided, however, that  such extension
shall not extend beyond the earlier  to occur of July 31, 1997 or
the number  of  days which  the  act or  event of  Force  Majeure
delayed completion of the Improvements.

    (b) If such conditions  set forth in Section 4(a) above  have
not been met in full to the satisfaction of Owner  by January 31,
1997 (or such later date determined in accordance  with paragraph
(a) above for delays due to an act or event of Force Majeure) and
regardless of whether Lessee  has elected not to enter  the Basic
Lease Term pursuant to Section 29(a) hereof, Owner may declare by
written notice to Lessee that  an amount equal to the sum  of (i)
all  unpaid  Base Rental  and  Additional Rental  for  all Rental
Periods through  the payment date  specified in the  notice, plus
(ii) an amount equal to one hundred percent (100%) of all Project
Costs (incurred  through the date of  payment) including, without
limitation, all Interim Rental  accruing during the  Construction
Period,  plus, (iii)  to the  extent such  amounts have  not been
included  in   Project  Costs,     all  interest,   costs,  fees,
reimbursements and  all other amounts  due and payable  to either
Owner  or  Lender  under the  Transaction  Documents,  including,
without  limitation,  the  costs  to  complete  the  Improvements
incurred to  the date of  payment shall be  due and payable  on a
date specified  by Owner in  such notice.   Upon payment  of such
amount to Owner by Lessee, Owner shall transfer  to Lessee all of
the  Owner's  interest  in  the  Leased  Property  to  Lessee  in

                               -10-







accordance with the  terms and provisions  of Section 32  hereof,
and this Lease shall  terminate without any further action  being
required, and all rights and obligations hereunder and thereunder
shall  cease, except for those  which by their  terms survive the
termination of this Lease.

    (c) Lessee  agrees that  it  shall  use its  reasonable  good
faith efforts to  arrange for  (x) a Long-Term  Loan between  the
Owner and Long-Term Lender on terms and  conditions acceptable to
Owner and Lessee  to be effective as  of the Conversion Date  and
(y) the assignment as of the Conversion Date of the Investor Loan
by the  Construction Lender  for consideration  and on  terms and
conditions which are acceptable  to the Construction Lender, such
arrangements  to be made prior  to the expiration  of the Interim
Lease Term.   The  financing described  in (x)  and (y)  above is
referred to as the "Takeout Financing."  If the Takeout Financing
has not been entered into by the Owner and Long-Term Lender on or
prior to  January 31, 1996, the  Owner may elect in  its sole and
absolute  discretion  to terminate  the leasehold  estate created
hereby,  such termination to be effective on January 31, 1997 (or
such later  date permitted for delays  due to an act  or event of
Force Majeure by which date Lessee is required to meet in full to
the satisfaction of the Owner the conditions set forth in Section
4(a))  (the date  of the  termination  of the  Lessee's leasehold
estate pursuant to  this sentence will be deemed the "Termination
Date"  applicable  to  the  Interim Lease  Term).  Unless  Lessee
notifies  Owner, Lender and  LC Issuer in writing  on or prior to
January  31, 1996  that such Takeout  Financing has  been entered
into,  it shall be conclusively deemed by the parties hereto that
there has  been a  failure by Owner  and the Long-Term  Lender to
enter into the Takeout Financing on or prior to January 31, 1996.
The  Owner shall  be  conclusively deemed  to have  exercised its
right to elect to terminate the leasehold estate for a failure to
enter into the  Takeout Financing unless  Owner shall have  given
written notice  to Lessee on or before February 10, 1996 that the
Owner has not elected to  terminate the leasehold estate  created
hereby.   If  Owner  elects (or  is deemed  to  have elected)  to
terminate  the leasehold estate for  a failure to  enter into the
Takeout Financing as aforesaid, Lessee  shall be entitled, at its
option (x) to give notice that the Lessee intends to remarket the
Leased Property  in accordance with  Section 30(a) hereof  and to
pay to Owner  on the Termination Date the End  of Term Adjustment
as set forth in Section 31(a) or 31(b), as applicable,  or (y) to
give  notice  ("Special Nonreturn  Option  Notice")  that on  the
Termination Date, (A) the Leased Property will be sold to a third
party pursuant to a  bid which meets the requirements  of Section
30(b)  below or (B) the Lessee will purchase the Owner's interest
in the Leased Property  in accordance with Section 32  hereof for
an amount equal to  the Purchase Price applicable to  the Interim
Lease Term or  (C) if Owner  and the Long-Term Lender  enter into

                               -11-







the  Takeout Financing  on or  before January  31, 1997  (or such
later date permitted  for delays due to an act  or event of Force
Majeure by which date Lessee  is required to meet in full  to the
satisfaction of the  Owner the  conditions set  forth in  Section
4(a)  hereof) and the conditions set forth in Section 4(a) hereof
to the  commencement of the Basic  Term have been met  in full to
the  satisfaction of  the Owner,  to enter  into the  Basic Lease
Term,  in which  case the  election by  Owner (whether  deemed or
otherwise) to terminate the leasehold estate created hereby shall
be rescinded  without further notice or action  being required of
any party.  To exercise the  option set forth in clause (x) above
to remarket  the  Leased Property  and  to pay  to  Owner on  the
Termination  Date  the applicable  End  of  Term Adjustment,  the
Lessee  shall  give written  notice  to  the Owner,  Construction
Lender and LC Issuer on or prior to February 15, 1996 that Lessee
intends  to  exercise  such option.    If  the  Lessee elects  to
exercise the option  set forth  in clause (x)  above, the  Leased
Property  shall be returned to  the Owner in  accordance with the
provisions of  Section 34 hereof on the  Termination Date (unless
delivered to a bidder  in accordance with Section 30(b)  hereof).
If Lessee does  not give  Owner, the Construction  Lender and  LC
Issuer  notice that the Lessee intends to exercise the option set
forth in clause  (x) above on or prior to  February 15, 1996, the
Lessee  shall be  conclusively deemed  to  have issued  a Special
Nonreturn  Option Notice.  If Lessee has  issued (or is deemed to
have issued)  a Special  Nonreturn Option  Notice and  the Lessee
desires to  sell  the Property  to  a third  party, it  shall  be
required to submit a third-party bid which meets the requirements
of  Section 30(b)  no later  than thirty (30)  days prior  to the
Termination Date; otherwise, (i) the Lessee shall be obligated to
purchase the Leased  Property on  the Termination Date  as if  an
election to purchase had been made under Section 29(b) hereof, or
(ii) if the conditions  to the rescission of Owner's  election to
terminate the  leasehold estate of Lessee  described in subclause
(C) of  clause (y) above have  been met, to enter  into the Basic
Lease Term.  If the Lessee elects to purchase the Leased Property
after  a  Special Nonreturn  Option  Notice has  been  issued (or
deemed issued), then notwithstanding the provisions of Section 19
below, Lessee may  freely assign  its option to  purchase to  any
third party.

    Section  5.   Rental.    Lessee shall  pay  to Owner  (or  as
otherwise directed in writing by Owner as  to place and manner of
payment) the Base Rental and Additional Rental in the amounts, at
the  times  and  in the  manner  set  forth  below, such  amounts
constituting  in the  aggregate the total  of the  rental payable
under this Lease, as follows:

    (a) Lessee hereby agrees  to pay Base Rental semiannually  in
arrears  on the  first day of  each January  and July  during the

                               -12-







Basic Lease Term and each Extension Lease Term in an amount equal
to the applicable Rental Factor (as shown on Exhibit B hereto, as
such  Exhibit  may  be revised  by  Owner  from time  to  time in
accordance with  Section 5(c)  hereof) multiplied by  the Project
Costs.  During and after the  Interim Lease Term but prior to the
Basic Term Commencement Date, Interim Rental shall be capitalized
and added to Project Costs  in an amount equal to the  sum of (x)
for each day during the Interim Lease Term on and after which the
Owner's  Equity  has  been  contributed,  an  amount equal  to  a
fraction,  the numerator of which is the then Interim Rental Rate
and  the denominator of which  is 360, multiplied  by the Owner s
Equity, plus  (y) all  interest accruing during  the Construction
Period  on advances made on  the Construction Loan  to the extent
that such interest has not been funded by a further advance under
the Construction Loan.

    (b) In addition to the Base Rental, Lessee  agrees during the
Term to  pay as  Additional Rental  to  the Owner  or the  Person
entitled to receive the same all of the following:

             (i) All "taxes and other impositions" (as defined in
Section 8(a) hereof);

             (ii)    Insurance premiums, if any, on all insurance
required to be  obtained and  maintained in force  and effect  by
Lessee under the provisions of Section 15 of this Lease;

             (iii)   All other costs and expenses of every nature
whatsoever  incurred   by  Lessee  incident  to   the  ownership,
management,  maintenance,  repair, replacement,  restoration, and
operation of the Leased Property;

             (iv)    All  indemnities,  fees  and  expenses  (not
otherwise paid or provided for out of the proceeds of the Loan or
the  Owner's  Equity) incurred  by Owner  or  which the  Owner is
obligated to pay in connection with the transactions contemplated
in this Lease or the Loan;

             (v) All amounts, liabilities  and obligations  which
Lessee assumes or  agrees to  pay hereunder to  Owner or  others,
including, if  any, payments  of Termination Value,  indemnities,
and  any Reinvestment Premium  that may become  payable by Lessee
hereunder,  in addition to any  other amounts due  as Base Rental
and Additional Rental hereunder; and

             (vi)    In the  event Lessee shall fail  to pay Base
Rental  or Additional  Rental  or any  other payment  (including,
without limitation, the Maximum  Lessee Risk Amount,  Termination
Value or Purchase  Price) owing in  respect hereof in  accordance
with the terms  of this Lease on the date  fixed for such payment

                               -13-







or  upon the  occurrence of  an Event  of Default,  an additional
amount calculated daily from and after the date fixed for payment
until paid or  upon the  occurrence of the  Event of Default  and
during the continuance thereof, as the  case may be, equal to the
product  of (A) a  fraction, the numerator  of which  is the then
effective  Default  Rate  applicable   under  the  Loan  and  the
denominator of  which is  360 multiplied  by (B) the  Termination
Value  (or, if the Basic Term Commencement Date has not occurred,
100% of  all  Project Costs  plus the amount described  in clause
(iii) of  Section 4(b)  above).  Amounts  constituting Additional
Rental  under  this  clause  (vi)  shall  be  payable  by  Lessee
immediately upon demand, or if no demand is made, upon the  first
day of each month.

        Amounts  constituting Additional  Rental payable pursuant
to clauses (i), (ii), (iii)  and (iv) of this Section 5(b)  shall
be paid by Lessee directly to  the person or persons to whom such
amounts  are payable.  The  obligation of Lessee  to pay all such
amounts shall survive the termination of this Lease.


    (c) The  Owner shall  determine  and  compute the  amount  of
Interim Rental  accrued during and  after the Interim  Lease Term
but prior to the Basic Term Commencement Date and add such amount
to the other Project Costs and, upon such determination by Owner,
Owner will provide  the Lessee  with a written  statement of  the
total Project Costs. Exhibit F sets forth the Maximum Lessee Risk
Amount and  Maximum Owner  Risk  Amount applicable  prior to  the
Basic  Term Commencement  Date.   The Rental  Factor, Termination
Value,  Purchase Price,  Maximum Lessee  Risk Amount  and Maximum
Owner Risk Amount  shall be determined by the Owner  prior to the
Conversion  Date and  will  be effective  as  of the  Basic  Term
Commencement  Date for  the Maximum  Term.  Said amounts  will be
determined  by  Owner  to   reflect  the  actual  interest  rates
established  for the  Long-Term Loan  and Investor  Loan for  all
periods after the  Basic Term  Commencement Date.   On the  Basic
Term Commencement Date,  the Owner shall  prepare and deliver  to
Lessee  exhibits to this Lease which sets forth the actual Rental
Factor (Exhibit B), Termination  Value Exhibit D), Purchase Price
(Exhibit E), Maximum Lessee  Risk Amount (Exhibit F)  and Maximum
Owner  Risk Amount (Exhibit F)  after such adjustment.   All such
amounts will  be determined  to provide that  the Purchase  Price
shall amortize to  seventy-five percent (75%) of Project Costs at
the expiration of the Maximum Term.  The determination of Project
Costs and of the Rental  Factor, the Termination Value,  Purchase
Price, Maximum  Lessee Risk Amount and Maximum  Owner Risk Amount
by  Owner  shall, in  the absence  of  manifest error,  be deemed
conclusive.

    (d) All  payments  of  Base  Rental  and   Additional  Rental

                               -14-







required  to be  made by Lessee  to Owner  shall be  made in good
funds.  While  any of  the Construction Loan,  Long-Term Loan  or
Investor   Loan  remains  outstanding,   all  payments  hereunder
assigned  to Lender,  whether Base  Rental, Additional  Rental or
otherwise, shall be paid in such manner as shall be designated by
such Lender.   If  neither the Construction  Loan, the  Long-Term
Loan  nor  the  Investor   Loan  are  outstanding,  all  payments
hereunder shall be  paid in such manner as designated by Owner or
any other Assignee.

    Section  6.   Use.    Lessee  may  use  the Leased  Property,
including related amenities such as  a parking garage, for office
purposes,   distribution,   warehousing,   light   manufacturing,
research and development (or any one or more of such uses) or for
any other  lawful uses as may be permitted by Owner and which are
consistent  with  all  covenants  and  restrictions  of Permitted
Liens.

    Section 7.  Net Lease; Nonterminability

    (a) This  Lease is  a "net lease."   All  costs, expenses and
obligations of every kind  and nature whatsoever relating  to the
Leased Property  and the appurtenances  thereto and  the use  and
occupancy thereof  by Lessee  or anyone claiming  by, through  or
under Lessee which may arise or become due during or with respect
to  the  period constituting  the Term  hereof  shall be  paid by
Lessee,  and  Lessee  shall  indemnify  the  Indemnified  Parties
against  any of  the foregoing  as provided  in Section  8 below.
Lessee  assumes,   during  the  Term  of  this  Lease,  the  sole
responsibility  for the  condition, use,  operation, maintenance,
subletting and  management of the Leased  Property, neither Owner
nor any other Indemnified Party shall have any  responsibility in
respect  thereof, nor shall Owner nor any other Indemnified Party
have  any  liability for  damage incurred  by  any Person  or for
damage to the property of  Lessee or any sublessee of  Lessee for
any  reason whatsoever.   Without limiting the  generality of the
foregoing, during the  Term of this  Lease, Lessee shall  perform
all  of the  obligations  of the  sublessor  under any  subleases
affecting all or any part of the Leased Property which Lessee may
hereinafter  enter into as sublessor to the  extent that Lessee's
failure  to   perform  such  obligations  could   result  in  the
occurrence of an Event of Default under this Lease. 

    (b) Lessee  acknowledges  and  agrees  that  its  obligations
hereunder, including, without limitation,  its obligations to pay
Base  Rental and  Additional Rental,  shall be  unconditional and
irrevocable under  any and  all circumstances  and  shall not  be
subject to cancellation, termination, modification or repudiation
by Lessee.  This Lease shall not terminate, nor shall Lessee have
any right to terminate  this Lease, and Lessee shall  perform all

                               -15-







obligations hereunder,  including the payment of  all Base Rental
and Additional Rental, without notice, demand, counterclaim, set-
off,  deduction, defense  or recoupment,  and without  abatement,
suspension,  deferment, diminution  or reduction for  any reason,
including, without limitation, any past, present or future claims
which  Lessee may  have against  the Owner,  Construction Lender,
Long-Term  Lender, LC  Issuer, BFS  or any  other Person  for any
reason  whatsoever; any  defect  in the  Leased  Property or  any
portion   thereof,   or   in   the   title,   condition,  design,
construction,  habitability  or  fitness  for  a  particular  use
thereof; any damage  to or destruction or loss of  all or part of
the  Leased  Property;  any  restriction,  deprivation (including
eviction)  or   prevention  of,  or  any   interference  with  or
interruption  of, any  use  or occupancy  of the  Leased Property
(whether due  to any defect in or failure of Owner's title to the
Leased Property, any Owner  Lien or otherwise); any condemnation,
requisition  or other  taking or  sale of  the use,  occupancy or
title to the Leased  Property; any action, omission or  breach on
the  part  of  the  Owner  under  this  Lease  (including without
limitation,  any   breach  of  the  Owner's  representations  and
warranties set forth  in Section  12 hereof) or  under any  other
agreement between Owner and Lessee, or  any other indebtedness or
liability, howsoever and whenever arising, of Owner, any Assignee
or  Lessee to  any  other Person,  or  by reason  of  insolvency,
bankruptcy  or  similar  proceedings  by or  against  Owner,  any
Assignee  or   Lessee;  the  inadequacy  or   inaccuracy  of  the
description of the Leased  Property or the failure to  demise and
let to Lessee the property intended to be leased hereby; Lessee's
acquisition  of ownership of the  Leased Property or  any sale or
other disposition  of the  Leased Property; the  impossibility or
illegality of performance by Owner or Lessee or both; the failure
of  Owner to  deliver possession  of the  Leased Property  on the
Closing Date; any  action of any court, administrative  agency or
other governmental authority; or any other cause, whether similar
or  dissimilar  to  the  foregoing, any  present  or  future  law
notwithstanding;  it being  the intention  of the  parties hereto
that all  Base Rental  and  Additional Rental  payable by  Lessee
hereunder shall continue to be  payable in all events and in  the
manner  and  at the  times  herein  provided, without  notice  or
demand, unless the obligation to pay the same shall be terminated
pursuant to the express provisions of this Lease.

    (c) Lessee  will  remain   obligated  under  this  Lease   in
accordance  with its  terms,  and will  not  take any  action  to
terminate,  rescind   or  avoid  this  Lease   for  any  reasons,
notwithstanding   any  bankruptcy,   insolvency,  reorganization,
liquidation, dissolution or other proceeding  affecting Owner, or
any assignee of  Owner, or any action with respect  to this Lease
which may be taken by any receiver, trustee or liquidator, or any
assignee of Owner or by any court in any such proceeding.  Lessee

                               -16-







waives all rights at  any time conferred by statute  or otherwise
to quit, terminate or surrender this Lease or the Leased Property
(except as  otherwise expressly provided in  Sections 4(c), 16(c)
or  29 hereof), or to any abatement, reduction, deferment or set-
off of any Base Rental, Additional Rental or other sum payable by
Lessee  hereunder, for damage, loss or expense suffered by Lessee
on  account  of  any cause  referred  to  in  this Section  7  or
otherwise. 

    Section 8.  Taxes and Other Charges; Laws and Agreements.

    (a) Lessee agrees to pay, defend and indemnify  and hold each
Indemnified Party harmless on an after-tax basis from any and all
Federal, state,  local  and foreign  taxes,  fees,  withholdings,
levies,  imposts, duties, assessments and charges of any kind and
nature  whatsoever,  including, without  limitation,  all amounts
payable hereunder as Additional  Rental hereunder,  together with
any penalties, fines or interest thereon (herein called "taxes or
other impositions") attributable to any given period prior to  or
within  the Indemnification  Period,  howsoever imposed,  whether
levied or imposed upon or  asserted against Owner, Trust Company,
Beneficiary, W. Jeffrey Kramer  ("Kramer"), any Assignee, Lessee,
the Leased  Property, or any portion  thereof (including, without
limitation,  taxes and assessments  referred to in  clause (i) of
Section  5(b)  hereof) or  any  other Indemnified  Party,  by any
Federal, state  or local  government or  taxing authority  in the
United  States,  or  by  any  taxing  authority  or  governmental
subdivision of a foreign country, upon or with respect to (a) the
Leased  Property  or  any  portion  thereof  (including,  without
limitation, all  fixtures, equipment and  personal property which
forms  a  part  of the  Leased  Property),  (b) the  acquisition,
manufacture,   construction,   ordering,   purchase,   ownership,
delivery,  leasing,  subleasing,  re-leasing,   possession,  use,
maintenance, registration,  re-registration, titling, re-titling,
licensing,  documentation,   return,  repossession,  foreclosure,
condemnation,  conveyance, assignment, sale  or other application
or  disposition of  the  Leased  Property  or any  other  portion
thereof, (c) the rentals,  receipts or earnings arising from  the
Leased  Property or other portion thereof, or (d) this Lease, the
Base Rental or Additional  Rental payable by Lessee  hereunder or
any  of the  Transaction Documents,  provided, however,  that the
foregoing  indemnity shall not apply to and nothing in this Lease
shall  require  the payment  by the  Lessee of  (i) any  taxes or
impositions  based  upon  or  measured solely  by  any  Principal
Party's  gross,  net  or   taxable  income,  tax  preferences  or
dividends paid or taxes  payable in the nature of  capital gains,
excess profits, accumulated earnings or  personal holding company
taxes of  such Principal Party, unless any such tax is in lieu of
or in substitute for any  other taxes of such Principal Party  or
impositions upon or with respect to the Leased Property which, if

                               -17-







such  other taxes or impositions were in effect, would be payable
by  Lessee hereunder;  (ii)  any franchise,  estate, inheritance,
succession, capital stock tax,  unless any such tax is in lieu of
or in substitute  for any other taxes of such  Principal Party or
impositions upon or with respect to the Leased Property which, if
such  other taxes or impositions were in effect, would be payable
by  Lessee hereunder; (iii) any taxes of the Trust Company or the
Beneficiary  imposed on  or measured  by the  administrative fees
earned  by  such  Persons  in  connection  with  the  transaction
contemplated  herein;  (iv) any  taxes  of  an Indemnified  Party
arising  by  reason of  any voluntary  transfer  of the  Lease or
Leased  Property or  part thereof  other than  (A) a  transfer by
Owner pursuant to an  exercise of remedies which  are enforceable
after  the occurrence  of an  Event of  Default hereunder,  (B) a
transfer  constituting an  Owner Conveyance  hereunder; or  (C) a
subsequent transfer  by the  Lender or  any nominee, designee  or
affiliate thereof if such entity purchases the Leased Property at
a  foreclosure sale or  accepts a deed-in-lieu  of foreclosure to
the  Leased Property, and (v)  any taxes of  an Indemnified Party
arising by reason of the voluntary transfer by the Beneficiary of
its  interests held  pursuant to  the Trust  Agreement.   As used
herein,  the  term  "Indemnification  Period"  means  the  period
commencing on the Closing  Date and ending  on the date that  the
Owner  or any Assignee sells, transfers or otherwise conveys such
Person's interest in and  to the Leased Property to the Lessee or
a third  person.  "Principal  Party" means any  Indemnified Party
other than  the  Owner, the  Beneficiary,  the Trust  Company  or
Kramer.   Lessee  will promptly  notify Owner  of all  reports or
returns  required to  be made  with respect to  any tax  or other
imposition with respect to which  Lessee is required to indemnity
hereunder,  and  will  promptly provide  each  of  them with  all
information necessary  for the making  and timely filing  of such
reports or  returns by Owner.   If Owner  requests that  any such
reports or returns be  prepared and filed by Lessee,  Lessee will
prepare and  file the same if permitted by applicable law to file
the  same, and  if not  so permitted,  Lessee shall  prepare such
report or returns for  signature by Owner, and shall  forward the
same, together  with immediately  available funds for  payment of
any tax or other imposition due, to Owner, at least ten (10) days
in advance  of  the  date such  payment  is due.    Upon  written
request,  Lessee shall  furnish  Owner with  copies  of all  paid
receipts or other  appropriate evidence of payment for  all taxes
or other impositions paid  by Lessee pursuant to this  Section 8.
All of the indemnities contained in this Section 8 shall continue
in  full  force  and  effect notwithstanding  the  expiration  or
earlier  termination of this Lease in whole or in part, including
the expiration or  termination of  the Term with  respect to  the
Leased Property, and are  expressly made for the benefit  of, and
shall be enforceable by, Owner and each Assignee.


                               -18-







    (b) Notwithstanding the provisions  of paragraph (a) of  this
Section  8 and  the provisions  of Section  9 and  so long  as no
Default  or  Event   of  Default  shall  have   occurred  and  be
continuing,  Lessee   shall  have   the  right  to   contest,  by
appropriate legal proceedings, any tax, charge, levy, assessment,
lien or other  encumbrance affecting the Leased Property,  and to
postpone payment  of  or  compliance with  the  same  during  the
pendency of such contest, provided  that (i) the commencement and
continuation  of such  proceedings  shall suspend  the collection
thereof from,  and suspend  the enforcement thereof  against, the
Person  on whom such tax, charge, levy, assessment, lien or other
encumbrance is sought  to be imposed and/or  the Leased Property,
(ii) no  part of  the  Leased Property  nor  any Base  Rental  or
Additional Rental or other sums payable by Lessee hereunder shall
be  in danger of being  sold, forfeited, attached  or lost, (iii)
there  shall  not exist  (x) any  interference  with the  use and
occupancy of the Leased Property or any part thereof, or  (y) any
interference  with the payment  of Base Rental  or any Additional
Rental (other  than the  portion  subject to  the contest),  (iv)
Lessee  shall   promptly  prosecute  such  contest   to  a  final
settlement  or conclusion,  or if  Lessee deems  it advisable  to
abandon such contest,  Lessee shall promptly  pay or perform  the
obligation which was the  subject of such  contest and (v) at  no
time during  the permitted contest shall  there be a  risk of the
imposition  of criminal liability on  Owner for failure to comply
therewith.   If (i) any such  contest shall involve an  amount of
money or potential loss (including penalties and similar charges)
in excess of $250,000, and (ii) either the Lessee's Parent is not
then Investment Grade or  a Default or an Event  of Default shall
have occurred  and be  continuing, then  Lessee shall  either (A)
deposit  with the  Owner  an amount  equal to  125%  of the  tax,
charge, levy, assessment, lien or other encumbrance affecting the
Leased  Property, or  (B) post  an  equivalent bond  for security
issued by a surety or other issuer reasonably acceptable to Owner
and  containing such  terms  which are  reasonably acceptable  to
Owner.  Lessee shall  not postpone the payment  of any such  tax,
charge,  levy, assessment,  lien  or other  encumbrance for  such
length of time as shall  permit the Leased Property, or any  lien
thereon  created  by such  item being  contested,  to be  sold or
foreclosed by  federal, state, county or  municipal authority for
the non-payment  thereof.   Lessee shall not  postpone compliance
with  any such law,  rule, order, ordinance,  regulation or other
governmental  requirement if  Owner  will thereby  be subject  to
criminal prosecution,  or if any municipal  or other governmental
authority shall be in  a position according to applicable  law to
commence and carry out any action which would prevent  compliance
with the same  or to foreclose or sell any  lien affecting all or
part of the Leased Property which  shall have arisen by reason of
such  postponement  or failure  of compliance.   Owner  agrees to
provide Lessee  with a copy  of any of  its tax returns  upon the

                               -19-







written request of Lessee.

    Section 9.   Liens.   Lessee represents and  warrants that on
the Closing Date, fee simple title in the Leased Property will be
vested in Owner subject only to Permitted Liens.   Subject to the
provisions of paragraph  (b) of Section 8, Lessee  will promptly,
but  in any  event no  later than 60  days after  Lessee acquires
actual knowledge of  the filing thereof but in any event prior to
the  enforcement  of the  same, at  its  own expense,  remove and
discharge of  record, by  bond  or otherwise,  any charge,  lien,
security interest  or encumbrance upon the  Leased Property, upon
any  Base Rental,  or upon  any Additional  Rental or  other sums
payable  by Lessee under this  Lease which arises  for any reason
(except for Owner Liens)  including all liens which arise  out of
Lessee's  possession, use, construction,  operation and occupancy
of the Leased  Property, but not  including any Permitted  Liens.
Nothing   contained  in   this  Lease   shall  be   construed  as
constituting the consent or request of Owner, express or implied,
to   or  for   the  performance   by  any   contractor,  laborer,
materialman,  or vendor  of  any labor  or  services or  for  the
furnishing   of  any  materials   for  construction,  alteration,
addition,  repair or demolition of  or to the  Leased Property or
any part thereof.  Notice is  hereby given that Owner will not be
liable  for any labor, services  or materials furnished  or to be
furnished  to Lessee,  or to  anyone holding  an interest  in the
Leased  Property or any part thereof by, through or under Lessee,
and  that  no  mechanic's or  other  liens  for  any such  labor,
services or materials shall  attach to or affect the  interest of
Owner in and to the Leased Property.  In the event of the failure
of Lessee  to discharge  any charge,  lien, security  interest or
encumbrance within the time period set  forth above and otherwise
as aforesaid, except during the pendency of any contest permitted
and conducted pursuant to  paragraph (b) of Section 8,  Owner may
(but shall not be required to) discharge such items by payment or
bond or  both, and Lessee will  repay to Owner,  upon demand, any
and  all amounts paid therefor, or by  reason of any liability on
such bond,  and also any and all  reasonable incidental expenses,
including  reasonable  attorney's  fees,  incurred  by  Owner  in
connection therewith. 

    Section 10.  Ownership of the Leased Property. 

    (a) The Owner and the  Lessee intend that  (i) for  financial
accounting purposes with  respect to the Lessee,  this Lease will
be treated  as  an "operating  lease"  pursuant to  Statement  of
Financial Accounting  Standards No. 13, as amended,  but (ii) for
federal and all state  and local  income  tax purposes, (A)  this
Lease  will  be  treated  as a  financing  arrangement,  (B)  the
Construction  Lender  and the  Long-Term  Lender  will be  deemed
lenders making loans for  the benefit of the Lessee,  which loans

                               -20-







are  secured by all  of the Leased  Property, and (C)  the Lessee
will be  treated as the owner  of all of the  Leased Property and
will be entitled to  all tax benefits ordinarily available  to an
owner of a  property similar to the Leased Property  for such tax
purposes.     Owner   and  Beneficiary   shall  take   no  action
inconsistent  with such  intent for  tax purposes,  provided that
nothing in  this  Section  10(a) shall  deemed  to  restrict  the
Owner's right to exercise any remedies after the occurrence of an
Event of Default.

    (b) This  Lease is  a lease  intended  as  security.   Lessee
hereby grants to Owner a security interest in all of the Lessee's
right,  title  and  interest  in  and   to  the  Leased  Property
(including,  without  limitation,  all  site  improvements,  base
building, building systems, equipment and related fixtures now or
hereafter existing on the Land), together with any substitutions,
replacements and additions thereto, all of the Lessee's rights in
and  to  the  Approved  Construction Documents  and  all  general
intangibles related to  the Leased Property  and all of  Lessee's
rights,  claims and  damages  arising  from  warranties  (whether
express or implied) of architects, contractors and subcontractors
with  respect   to  the  development  and   construction  of  the
Improvements, and  all proceeds  of the conversion,  voluntary or
involuntary, of the foregoing  into cash, investments, securities
or other  property, whether  in cash, investments,  securities or
other property.   The Owner and  the Lessee shall, to  the extent
consistent  with  this  Lease,  take such  actions  and  execute,
deliver,   file  and  record   such  other  documents,  financing
statements, mortgages and deeds  of trust as may be  necessary to
ensure  that,  if this  Lease were  deemed  to create  a security
interest in the Leased  Property in accordance with  this Section
10,  such security  interest would  be deemed  to be  a perfected
security  interest  of first  priority under  applicable federal,
state and local law, subject only to Permitted Liens, and will be
maintained as such throughout the Term.

    Section 11.   Owner's Disclaimer;  Acknowledgement by Lessee.
The Leased Property is  demised and let in its  present condition
without  representation  and warranty  by  Owner  subject to  (i)
Permitted Liens, (ii) the rights of  parties in possession, (iii)
the  state  of title  transferred to  Owner  on the  Closing Date
pursuant to  the P&S, (iv) any  state of facts which  an accurate
survey  or  physical  inspection  might show,  (v)  the  existing
environmental  condition   of  the  Leased   Premises,  (vi)  all
applicable laws, rules, regulations, ordinances and restrictions,
including,   without   limitation,   all    Environmental   Legal
Requirements,  now   in  effect  or  hereafter   adopted  by  any
governmental   authority  having  jurisdiction,   and  (vii)  any
violation  of  such  laws,  rules,  regulations,  ordinances  and
restrictions occurring on or before the Closing Date.  Lessee has

                               -21-







examined the  Leased Property and the Owner's  title and interest
thereto  and  has found  as between  Lessee  and Owner  (and each
Person  claiming by,  through  or under  Owner)  the same  to  be
satisfactory for all purposes.

    LESSEE   REPRESENTS,  WARRANTS  AND   ACKNOWLEDGES  THAT  THE
CONSTRUCTION OF THE IMPROVEMENTS  ON THE LAND WILL BE  WITHIN THE
EXCLUSIVE CONTROL  OF, AND  WILL BE  THE SOLE  RESPONSIBILITY OF,
LESSEE.  OWNER HAS NOT MADE  AN INSPECTION OF THE LEASED PROPERTY
AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT  TO THE  LEASED PROPERTY  OR ANY  PORTION THEREOF  OR THE
LOCATION,    USE,     DESCRIPTION,    DESIGN,    MERCHANTABILITY,
HABITABILITY,    ENVIRONMENTAL    CONDITION,   COMPLIANCE    WITH
SPECIFICATIONS,  CONDITION,  OPERATION,   ABSENCE  FROM   DEFECTS
(PATENT  OR  LATENT),  DURABILITY  OR FITNESS  FOR  A  PARTICULAR
PURPOSE  OF THE LEASED PROPERTY  OR ANY PORTION  THEREOF; AND ALL
RISKS INCIDENTAL TO  THE LEASED  PROPERTY SHALL BE  BORNE BY  THE
LESSEE  AND THE OWNER  SHALL HAVE NO  RESPONSIBILITY WITH RESPECT
THERETO.  WITHOUT  LIMITING THE GENERALITY  OF THE FOREGOING,  IN
THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE LEASED
PROPERTY  OR  ANY  PORTION  THEREOF, WHETHER  PATENT  OR  LATENT,
WHETHER  DISCOVERABLE  BY  LESSEE,   OWNER  SHALL  NOT  HAVE  ANY
RESPONSIBILITY  OR  LIABILITY WITH  RESPECT  THERETO  OR FOR  ANY
DIRECT  OR  INDIRECT  DAMAGE  TO PERSONS  OR  PROPERTY  RESULTING
THEREFROM, OR FOR LESSEE'S LOSS OF USE OF THE LEASED PROPERTY, OR
ANY  PORTION  THEREOF,  OR   FOR  ANY  INTERRUPTION  IN  LESSEE'S
BUSINESS CAUSED BY LESSEE'S INABILITY TO USE THE LEASED PROPERTY,
OR  ANY  PORTION  THEREOF,  FOR  ANY  REASON  WHATSOEVER.     THE
PROVISIONS  OF THIS SECTION 11 HAVE BEEN NEGOTIATED BY LESSEE AND
OWNER  AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND DISCLAIMER
BY  OWNER OF ANY AND ALL WARRANTIES  BY OWNER WITH RESPECT TO THE
LEASED  PROPERTY  OR  ANY  PORTION THEREOF,  WHETHER  EXPRESS  OR
IMPLIED, AND  WHETHER ARISING UNDER THE  UNIFORM COMMERCIAL CODE,
ANY OTHER  APPLICABLE LAW  OR OTHERWISE.   LESSEE REPRESENTS  AND
WARRANTS  TO OWNER  THAT THE  PROVISIONS OF  THIS SECTION  11 ARE
ENFORCEABLE  BY  OWNER AGAINST  LESSEE  (AND  THOSE CLAIMING  BY,
THROUGH  OR UNDER  LESSEE)  AND THAT  OWNER  SHALL NOT  HAVE  ANY
LIABILITY FOR ANY OF THE MATTERS SUBJECT TO THIS DISCLAIMER.

    Section 12.  Representations of Parties.

        Lessee hereby  represents and warrants  to Owner that  as
of the Closing Date and at all times during the Term as follows:

        (a)  Lessee  is  a  corporation  duly  organized,  validly
existing and in good standing under the laws of the  State of New
York,  with  full  corporate  power  and  authority  to  own  its
properties and to conduct its business as currently conducted.

    (b) Lessee  is  qualified   to  do  business  as  a   foreign

                               -22-







corporation and is in good standing in the State of New Jersey.

    (c) Lessee has  the corporate  power and  authority to  enter
into this  Lease and the Transaction  Documents to which it  is a
party  and to  carry out  and perform  the obligations  of Lessee
under the terms hereof and thereof.

    (d) The  execution, delivery  and  performance by  Lessee  of
this Lease and  the Transaction Documents to which it  is a party
have been  duly authorized by all the  necessary corporate action
of Lessee and do not (A)  violate any provision of any law, rule,
regulation,   order,   writ,   judgment,    injunction,   decree,
determination  or  award applicable  to Lessee,  (B) result  in a
breach of or constitute  a default under any indenture or loan or
credit agreement or  any other agreement, lease or  instrument to
which  Lessee is  a party or  by which  it or  its properties are
bound, or (C) result  in, or require, the creation  or imposition
of any mortgage, deed of  trust, pledge, lien, security  interest
or other charge or encumbrance.  Lessee is not in violation of or
in  default under  any such  law, rule, regulation,  order, writ,
judgment, injunction, decree, determination or reward or any such
indenture,  agreement,  lease  or instrument  described  in  this
paragraph.

    (e) The Lease and  the Transaction Documents to which  Lessee
is a  party have been duly  executed and delivered by  Lessee and
constitute  the legal,  valid and  binding obligations  of Lessee
enforceable  against  Lessee  in  accordance  with  their  terms,
including,  without limitation,  the  choice  of laws  provisions
therein.

    (f) Neither the  execution and  delivery of  this Lease,  nor
the payment and performance  by Lessee of all of  its obligations
hereunder,  require the  consent or  approval of,  the  giving of
notice  to, or the registration, filing or recording with, or the
taking of any  other action  in respect of,  any Federal,  state,
local or  foreign government or governmental  authority or agency
or  other  Person other  than the  recording  of a  Memorandum of
Lease.

    (g) All balance  sheets, statements  of profit  and loss  and
other financial data that have been delivered to Owner and Lender
with respect to Lessee's  Parent (A) are complete and  correct in
all  material  respects,  (B)  accurately  present  the financial
condition  of Lessee's  Parent on  the dates  for which,  and the
results of its  operations for  the periods for  which, the  same
have  been furnished,  and (C)  have been prepared  in accordance
with  generally  accepted   accounting  principles   consistently
applied  throughout the  periods covered  thereby, and  there has
been no material  adverse change  in the condition  of Lessee  or

                               -23-







Lessee's Parent, financial or  otherwise, since  the date  of the
most recent financial statements  delivered to Owner with respect
to Lessee's Parent;

    (h) Except as  otherwise stated  in Schedule  I (the  "Listed
Permits"), Lessee  holds all  licenses, certificates and  permits
(including   any   applicable    environmental   permits)    from
governmental authorities  necessary to complete  the Improvements
pursuant to the Construction  Agency Agreement and/or required to
construct  the  Improvements  as  contemplated  in  the  Approved
Construction Documents  and prior to the  Basic Term Commencement
Date,  shall  obtain  all  licenses,   certificates  and  permits
(including  applicable  environmental permits)  from governmental
authorities  necessary to occupy and use  the Leased Property for
its  intended  purposes.   All  such  licenses, certificates  and
permits will remain in full force and effect and be complied with
in all respects.

    (i) No litigation or administrative proceedings of or  before
any court, tribunal or  governmental body is pending, or,  to the
knowledge  of Lessee,  threatened against  Lessee or  any of  its
properties  or  with respect  to this  Lease which,  if adversely
determined, would have a material adverse effect on the business,
assets  or financial  condition of  Lessee or  upon its  right to
enter into this Lease or the validity or effectiveness thereof.

    (j) Lessee is  not in  default in the payment  or performance
of any  of its material obligations or  in the performance of any
material contract, agreement or other instrument to which it is a
party or by  which it or any of its assets may be bound and which
will continue to exist subsequent to the date hereof.

        (k)  The Leased Property  is not subject to any  mortgage,
lien,  pledge, charge,  encumbrance, security  interest  or title
retention  or  other security  agreement  or  arrangement of  any
nature whatsoever, except for Permitted Liens.

    (l) Lessee  has  not  incurred  or  become   liable  for  any
broker's commission or finder's fee  relating to or in connection
with  the  transaction contemplated  in this  Lease or  the other
Transaction Documents, except for the fee payable to  Cushman and
Wakefield, which fee is listed on the Project Budget and shall be
paid  promptly   upon  becoming   due  in  accordance   with  the
Construction Agency Agreement.

    Owner  hereby represents and  warrants to  Lessee that  as of
the Closing Date and at all times during the Term as follows:

    (a) Trust  Company  is  a national  banking  association duly
organized,  validly existing and in good  standing under the laws

                               -24-







of the United  States of  America with full  corporate power  and
authority  to own  its  properties and  to  conduct the  business
contemplated under the Transaction Documents.

    (b) Trust Company is  either qualified to  do business and is
in  good standing in  the State of  New Jersey or  because of the
nature of its activities,  Owner is not required to  be qualified
to do business in the State of New Jersey.

    (c) Owner  has  the  power  and  authority  under  its  Trust
Agreement to  enter into this Lease and the Transaction Documents
to  which  it  is  a  party and  to  carry  out  and  perform the
obligations of Owner under the terms hereof and thereof.

    (d) The execution, delivery and performance by  Owner of this
Lease and the Transaction Documents  to which it is a party  have
been duly authorized and do not (A) violate any provision  of any
law, rule, regulation, order, writ, judgment, injunction, decree,
determination  or  award applicable  to  Owner, (B)  result  in a
breach of or constitute a default  under any indenture or loan or
credit agreement or  any other agreement, lease  or instrument to
which  Owner is  a party  or by  which it  or its  properties are
bound, or (C) result  in, or require, the creation  or imposition
of any mortgage,  deed of trust, pledge, lien,  security interest
or other charge or encumbrance.  Owner is not in  violation of or
in default  under any  such law,  rule, regulation,  order, writ,
judgment,  injunction,   decree, determination  or reward  or any
such indenture, agreement, lease  or instrument described in this
paragraph.

    (e) The Lease  and the Transaction  Documents to which  Owner
is a party  have been duly  executed and  delivered by Owner  and
constitute  the legal,  valid  and binding  obligations of  Owner
enforceable  against   Owner  in  accordance  with  their  terms,
including, without  limitation,  the choice  of  laws  provisions
therein.

    (f) Neither the  execution and  delivery of  this Lease,  nor
the performance  by Owner  of all  of its  obligations hereunder,
requires  the consent or approval of, the giving of notice to, or
the  registration, filing or recording with, or the taking of any
other  action in respect of, any Federal, state, local or foreign
government or  governmental authority  or agency or  other Person
other than the recording of a Memorandum of Lease.

    (g) No litigation or  administrative proceedings of or before
any court, tribunal or  governmental body is pending, or,  to the
knowledge  of  Owner, threatened  against  Owner  or any  of  its
properties  or  with respect  to this  Lease which,  if adversely
determined, would have a material adverse effect on the business,

                               -25-







assets or financial condition of Owner or upon its right to enter
into this Lease or the validly or effectiveness thereof.

    (h) Owner  has  not contracted  with  a  broker or  a  finder
relating to  or in connection with  the transactions contemplated
in this Lease or the other Transaction Documents.

    (i) Owner will  not, during  the entire term  of this  Lease,
engage  in any  business other  than the  business of  owning the
Leased Property and will not incur any debts other than the debts
contemplated in  the Transaction Documents and  debts incurred to
satisfy and discharge such debts.

    Section 13.  Maintenance; Quiet Enjoyment.

    (a) In  addition to  the other  covenants  contained in  this
Lease, Lessee hereby further covenants and agrees that during the
Term of this Lease:

        (i)  Lessee acknowledges that on and as  of the Basic Term
Commencement  Date, all  Improvements will  be in  new condition,
repair  and  appearance, subject  only to  the completion  of the
"punchlist  items"  set  forth  in  writing  on  such   date  and
referenced in Section 10.15 of the Construction Agency Agreement.
Lessee  shall, at  its cost  and expense,  keep and  maintain the
Improvements,  including  any  altered,  rebuilt,  additional  or
substituted buildings, structured and other improvements thereto,
in the same condition as on the Basic Term Commencement  Date (or
with  respect to  any "punchlist  items" acquired  or constructed
subsequent thereto, in  the same  condition as on  the date  that
such "punchlist items" have  been Substantially Completed and the
provisions of Section 10.15  of the Construction Agency Agreement
in respect thereof  have been satisfied), ordinary wear  and tear
excepted, and  on  a  basis consistent  with  the  operation  and
maintenance of first class office buildings, warehouse facilities
and/or light  manufacturing facilities  and other  uses permitted
under Section 6  hereof, as the case may be,  comparable in style
and location to the Leased Property and in no event less than the
standards applied by Lessee or its Affiliates in the operation of
other  comparable  properties owned  or leased  by Lessee  or its
Affiliates.   Lessee will make all  structural and nonstructural,
and ordinary and extraordinary changes, repairs and replacements,
foreseen or  unforeseen, which  may be  required, whether or  not
caused by its  act or omission, to be made  upon or in connection
with  the  Improvements  in  order  to  keep  the  same  in  such
condition,  including  taking, or  causing  to  be taken,  action
necessary to  maintain the Leased Property in compliance with the
provisions of  any insurance  policy with  respect to  the Leased
Property and  any  applicable Legal  Requirements, including  all
applicable  Environmental  Legal   Requirements.    Lessee  shall

                               -26-







provide or  cause to be provided all  security service, custodial
service, janitorial service and  other services necessary for the
proper upkeep and maintenance of the Leased Property.

        (ii)     Lessee  covenants  to  perform  or  observe  all
terms,  covenants or  conditions of any Permitted Liens, easement
or maintenance agreements to which it may at any time  be a party
or to which the Leased Property or any portion thereof is subject
at any  time or  any other  like matters  which now  or hereafter
affect the Leased  Property, the Owner, the  Lease or any one  of
the  foregoing.  Lessee shall, at its expense, use its reasonable
efforts,  consistent  with sound  business  practice,  to enforce
compliance  with any  Permitted Liens,  easement,  or maintenance
agreements  or similar agreements  benefiting the Leased Property
or  any portion  thereof  by any  other  Person subject  to  such
agreement, provided, however,  that if a  failure to comply  with
any of  the foregoing  would adversely  affect the  utility, fair
market  value or useful life  of the Leased  Property, the Lessee
shall enforce compliance with the same.  Lessee expressly  waives
the right to make repairs at the expense of the Owner pursuant to
any  law  at  any time  in  effect  that  would  impose any  such
obligations on  a lessor or  give any  such rights  to a  lessor.
Lessee  shall not  abandon  the Leased  Property  or any  portion
thereof or commit waste thereon.

        (iii)    If  any  Improvements  situated  on  the  Leased
Property at any time during the Term of this Lease shall encroach
upon any  property, street or right-of-way  adjoining or adjacent
to  the  Leased  Property, or  shall  violate  the  agreements or
conditions contained  in any restrictive  covenant affecting  the
Leased Property or any  part thereof, or shall impair  the rights
of others under or obstruct any easement or right-of-way to which
the  Leased Property is subject, then, promptly after the written
request of Owner or any Person affected by any such encroachment,
violation,  impairment  or  obstruction,  Lessee  shall,  at  its
expense, either  (A) obtain  effective waivers or  settlements of
all  claims, liabilities  and  damages resulting  from each  such
encroachment,  violation, impairment  or obstruction  whether the
same  shall affect  Owner, Lessee,  the Construction  Lender, the
Long-Term  Lender or  the LC  Issuer or  any one  or more  of the
foregoing,  or (B) make such  changes in the  Improvements on the
Leased  Property and take such other action as shall be necessary
to  remove such  encroachments or  obstructions and  to  end such
violations   or  impairments,   including,   if  necessary,   the
alteration or removal of any Improvement on  the Leased Property.
Any such alteration or  removal shall be made in  conformity with
the requirements  of Section  17 to  the same  extent as if  such
alteration or removal were an alteration under Section 17 of this
Lease  and there  shall  be  no  abatement  of  Basic  Rental  or
Additional Rental by reason of such alteration or removal.

                               -27-







        (iv)     Owner  shall  have no  obligation  to  incur any
expense  of   any  kind  or  character  in  connection  with  the
management,  operation  or  maintenance of  the  Leased  Property
during the  Term of this Lease.   Owner shall not  be required at
any  time  to   make  any  improvements,  alterations,   changes,
additions, repairs or replacements of any nature whatsoever in or
to  the Leased Property.  Lessee shall use and operate the Leased
Property or cause  it to be used  and operated only  by personnel
authorized by Lessee, and Lessee shall use reasonable precautions
to prevent loss  or damage to the  Leased Property from fire  and
other hazards.

        (v)  Lessee   shall   pay   all   charges   for   utility,
communication and other services on or about the Leased Property,
whether or not payment  therefor shall become due after  the Term
of this Lease.

        (vi)     Other  than  the  provisions  of  Section  13(b)
hereof, Lessee shall perform all covenants and agreements (except
for  those covenants  and agreements  which are by  their express
terms capable of being, or specifically required to be, performed
by Owner acting  alone) which  it and/or Owner  agree to  perform
under  the  Construction  Loan  Documents,  the  Long-Term   Loan
Documents,  the  Construction  Agency  Agreement  and  the  other
Transaction Documents.

    (b) Owner hereby  covenants and agrees  that during the  Term
of this Lease it shall not take any affirmative action which will
interfere with the quiet use and enjoyment of the Leased Property
by Lessee, that it will not  fail to take any affirmative  action
required to prevent interference with the quiet use and enjoyment
of the  Leased  Property  as  contemplated under  this  Lease  by
Lessee, unless such interference arises out of a Default or Event
of Default by  Lessee and that each lender  whose debt is secured
by a  lien on the Leased  Property shall enter  into an agreement
with Lessee to  such effect  that such lender  shall not  disturb
Lessee's occupancy  of the Leased Property and  shall respect all
Lessee's  right under  this Lease,  including  Lessee's  right to
purchase  as provided  in Section  4(c) above  and in  Section 29
below, so long as  no Event of Default shall  have occurred under
this  Lease and provided that  Lessee shall have  entered into an
agreement, satisfactory in all respects to  Lessee, subordinating
its interest in  the Leased Property to  the lien of such  lender
and  agreeing  to  attorn   to  such  lender  in  the   event  of
foreclosure.  Owner further covenants and agrees that, so long as
no  Default  or  Event of  Default  shall  have  occurred and  be
continuing  and provided  that Lessee  shall bear  all associated
costs, it shall take all reasonably necessary actions as owner of
the  Leased Property  (i)  to permit  Lessee  or its  nominee  to
exercise  Owner's  voting  rights  as  a  member  of  the  Campus

                               -28-







Conservation and Management Association,  Inc., a New Jersey not-
for-profit corporation  (the "Association") and  serve as Owner's
representative  on  the  Association's  Design  Review Committee,
provided   that  such   exercise  and  representation   shall  be
consistent  with and  permitted  by the  By-Laws and  Articles of
Incorporation of  the Association;  and (ii) to  grant and/or  to
convey such necessary utility easements or rights of passage over
the Leased Property as may be  necessary to enable the Lessee  to
operate the Leased Property for the uses  permitted under Section
6 hereof.

    Section  14.   Compliance with  Legal  Requirements.   Lessee
shall at all times, at Lessee's own cost and expense, perform and
comply with all laws,  rules, orders, ordinances, regulations and
requirements now  or hereafter  enacted or promulgated,  of every
government and  municipality having jurisdiction  over the Leased
Property  and  of any  agency  thereof,  relating to  the  Leased
Property,  or  the  improvement  thereon, or  the  facilities  or
equipment thereon or therein,  or the streets, sidewalks, vaults,
vault spaces, curbs and gutters adjoining the Leased Property, or
the appurtenances  to the Leased  Property, or the  franchise and
privileges    connected     therewith    (collectively,    "Legal
Requirements"),  whether  or  not  such  Legal  Requirements   so
involved  shall  necessitate  structural  changes,  improvements,
interference  with  use and  enjoyment  of  the Leased  Property,
replacements or  repairs, extraordinary as well  as ordinary, and
Lessee shall so  perform and  comply, whether or  not such  Legal
Requirements  shall now  exist or shall  hereafter be  enacted or
promulgated, and  whether or not  such Legal Requirements  can be
said  to  be within  the  present  contemplation of  the  parties
hereto.  Lessee shall, at its expense, comply with all provisions
of insurance policies required pursuant to Section 15 hereof, and
with the  provisions of  all Permitted Liens  and all  contracts,
agreements,   instruments  and   restrictions  existing   at  the
commencement of this Lease or thereafter suffered or permitted by
Lessee,  affecting the Leased Property or any part thereof or the
ownership,  occupancy,  use,  operation  or  possession  thereof.
Lessee  shall at all  times comply with the  terms of and perform
its  obligations under any assignment to Lender of this Lease and
any consent of Lessee to such assignment.

    Notwithstanding  the foregoing provisions  of this Section 14
and so long as no Default or Event of Default shall have occurred
and  be continuing,  Lessee shall  have the  right to  contest by
appropriate  legal  proceedings,  any order  or  other  direction
issued by  any federal, state or local  governmental agency which
order or direction affects the Lessee or the Leased Property, and
to  postpone compliance with the same during the pendency of such
contest, provided  that (i) the commencement  and continuation of
such  proceedings shall suspend the enforcement  of such order or

                               -29-







direction,  (ii)  no part  of the  Leased  Property nor  any Base
Rental  or Additional  Rental  or other  sums  payable by  Lessee
hereunder shall be  in danger of being  sold, forfeited, attached
or  lost, (iii) there shall  not exist (x)  any interference with
the use or occupancy of the Leased Property  or any part thereof,
or  (y) any  interference  with the  payment  of Base  Rental  or
Additional  Rental  (iv)  Lessee  shall  promptly prosecute  such
contest to a final  settlement or conclusion, or if  Lessee deems
it advisable to abandon such  contest, Lessee shall promptly  pay
or  perform the obligation which was the subject to such contest,
and (v) at no time during  the permitted contest shall there be a
risk of the imposition of criminal liability on Owner for failure
to comply  therewith.  If (i)  any such contest  shall involve an
amount  of  money, or  potential  loss  (including penalties  and
similar  charges) in excess of $100,000, and (ii) either Lessee's
Parent  is not then Investment Grade or  a Default or an Event of
Default shall have occurred and  be continuing, then Lessee shall
either (A)  deposit with the Owner an amount equal to 125% of the
amount of money or potential loss involved in such contest or (B)
post an equivalent bond for security  issued by a surety or other
issuer reasonably  acceptable to Owner and  containing such terms
which  are reasonably  acceptable to  Owner.   In no  event shall
Lessee postpone  the  payment  or  performance of  the  order  or
direction  for such  length of  time as  shall permit  the Leased
Property, or any lien thereon  created by such order or direction
being  contested, to be sold or foreclosed by any federal, state,
county   or   municipal   authority   for   the   nonpayment   or
nonperformance thereof.    Lessee shall  not postpone  compliance
with any such order or direction if Owner will thereby be subject
to criminal  prosecution, or if any  governmental authority shall
be in a position according to applicable law to commence or carry
out  any action which would then prohibit compliance with same or
to foreclose  or sell any  lien affecting  all or a  part of  the
Leased  Property  which shall  have  arisen  by  reason  of  such
postponement or failure of compliance.

    Section 15.   Insurance.   Lessee  shall during  the Term  of
this  Lease obtain  and  maintain or  cause  to be  obtained  and
maintained at all times the following insurance:

        (1)  A policy  or policies  of insurance  against loss  or
    damage  to  the  Leased  Property  and  all  replacement  and
    additions  thereto  known  as "all  risk"  without  exception
    (other than those  approved by Owner in writing).  During the
    Construction  Period,  the  Lessee  shall maintain  builder's
    risk insurance in  "completed value non-reporting  form" (and
    which shall include all insurance  required to be carried  by
    Lessee, as "owner," under the  provisions of the construction
    contracts let by  Lessee).  Such  insurance shall insure  the
    Improvements, including  all materials  in storage and  while

                               -30-







    in transit  during the Construction  Period, against loss  or
    damage by fire  or other casualty, with extended coverage and
    with coverage  for such other hazards  (including "collapse,"
    "explosion," "underground hazards," "vandalism  and malicious
    mischief,"  and  coverage in  so-called  "all-risk" form)  as
    either the  Owner  or  the  Lender  may  from  time  to  time
    require.   All  such insurance  shall  contain a  replacement
    cost endorsement  (which shall evidence  coverage of 100%  of
    full replacement  cost, with only  those deductibles approved
    by Owner,  Lender and LC  Issuer) and, if  required by either
    Owner or Lender, an agreed amount endorsement.

        (2)  If  any portions of the Leased Property is located in
    an  area designated  by  the Secretary  of Housing  and Urban
    Development as having special flood  hazards, flood insurance
    in the maximum available amount.

        (3)  Comprehensive  public  liability  insurance,   naming
    Owner,  Beneficiary,  Kramer  and  Trust  Company,   each  as
    insured  and  Lender  and  LC   Issuer,  each  as  additional
    insured,  against  legal  liability  for  claims  for  death,
    personal injury, bodily injury, or  property damage occurring
    on, in or about the  Leased Property and the  adjoining land,
    streets,  sidewalks  or ways  or  occurring  as  a result  of
    construction and use of the  Improvements on the Land or as a
    result of any activities taking place  on the Leased Property
    after construction,  with liability insurance  limits of  not
    less  than  $20,000,000  combined single  limit  for personal
    injury and property damage.

        (4)  Boiler  and machinery  insurance  commencing  at such
    time as  fixtures and equipment  are connected and  ready for
    use.

        (5)  Workers'   compensation   insurance   issued   by   a
    responsible carrier  authorized under the  laws of the  State
    of  New Jersey  to  insure  employers against  liability  for
    compensation or  in lieu thereof, such  workers' compensation
    insurance  to  cover  all  persons   employed  by  Lessee  in
    connection  with  the  Leased  Property  and  to  cover  full
    liability for compensation under any such act aforesaid.

         (6)     Business interruption  insurance to  cover  loss
    resulting from delay  of the completion of  the Improvements.
    After the Basic Term Commencement  Date, such insurance shall
    cover  loss of  use, total  or partial,  of  any part  of the
    Leased Property in an amount  sufficient at all times  to pay
    the total  Base Rental  and Additional  Rental payable  under
    this Lease with respect to  the Leased Property for  a period
    adequate to cover  the period of loss  of use of any  part of

                               -31-







    the Leased  Property.   Such  policy shall  provide that  the
    amount payable  thereunder shall not  be less than  an amount
    equal to one (1) year's Base Rental and Additional Rental.

        (7)  Professional   liability   insurance   covering   all
    architects  and engineers    involved  in the  design  and/or
    construction of the Improvements.

        (8)  Such  other insurance  coverages  in such  amounts as
    the  Owner   may  reasonably  request  consistent   with  the
    customary practices  of  prudent  developers  and  owners  of
    similar properties  or which  Owner is  required to  maintain
    under either the Construction Loan or Long-Term Loan.

    The  originals  or  duplicate  originals   of  such  policies
required  shall  be deposited  with the  Owner  by Lessee  on the
Closing Date and thereafter, no less frequently than annually and
in no event later than thirty (30) days prior to the commencement
of  the Basic  Lease Term  and each  Extension Lease Term.   With
respect to  the policies described under  subparagraphs (1), (2),
(4)  and,  if applicable,  (8),  the  Lessee also  shall  deliver
originals or duplicate originals evidencing the coverage required
under said  subparagraphs to Lender;  with respect  to all  other
insurance, the Lessee shall deliver insurance certificates naming
Lender  as the certificateholder, the  form and substance of such
certificates  to be satisfactory to Lender and shall be issued by
the insurer or a duly  authorized agent of the insurer and  shall
be accompanied by evidence of the full payment of premiums.

    All  policies  of  property  insurance  provided  for therein
shall  name the  Owner  and Trust  Company  as insured,  and  all
liability policies  (other  than  the  policies  discussed  under
paragraph  (7) above) shall name the Owner, Trust Company, Lender
and  LC Issuer as additional insured, as its interests may appear
and  the policies required under paragraphs (1), (2), (4) and (6)
above  shall  identify  the Owner  as  the  owner  of the  Leased
Property.   The  Lessee shall  be required  to deliver  copies of
insurance certificates evidencing the insurance coverage required
under paragraph (7) received from its architects and engineers in
the  form  required  under  the  Lessee's  agreements  with  such
parties.   In addition, all  insurance required under  this Lease
shall  be with companies and  in form, amounts  and with coverage
and  deductibles satisfactory  to  the Lender,  and containing  a
standard mortgagee  clause form endorsement naming  the Lender as
loss  payee and mortgagee.   All insurance carriers  shall have a
Best Insurance Guide rating of "A-XI" or better (or an equivalent
rating from another publication  of a similar nature as  shall be
in current  use and  approved by  the Owner  and the  Lender) and
shall  be qualified to  do business in  the State  of New Jersey.
All policies  required under this  Section 15 shall  provide that

                               -32-







(i) the  insurance evidence  thereby  shall not  be cancelled  or
modified without  at least thirty (30) days' prior written notice
from  the insurance carrier to the Owner  and the Lender, (ii) no
act or  omission on the part  of the Lessee shall  invalidate the
coverage as to the Owner, Trust  Company and LC Issuer and no act
or  omission on  the  part  of  the Owner  or  the  Lessee  shall
invalidate  the coverage  as to  the Lender  and (iii)  no claims
shall be paid  thereunder without ten (10)  days' advance written
notice  to the  Owner and  the Lender.   Furthermore,  the Lessee
shall be required  to deliver renewal  policies of all  insurance
required under this Section 15, together with written evidence of
full payment  of the  annual premiums  therefor, at  least thirty
(30)  days  prior to  the  expiration of  the  existing insurance
period.   All insurance policies and  endorsements shall be fully
prepaid and  nonassessable.   The  Lessee  shall not  obtain  any
separate  or additional  insurance which  is contributing  in the
event  of loss  unless the  Owner, Trust  Company, LC  Issuer and
Lender  are  each  insured  thereunder (as  their  interests  may
appear) and  the policies therefor are satisfactory  to the Owner
and the Lender.

    Section 16.  Loss, Damage or Destruction.

    (a) Risk  of Loss,  Damage  or  Destruction.   Lessee  hereby
assumes  all risk  of loss,  damage, theft,  Taking, destruction,
confiscation, requisition or  commandeering, partial or complete,
of  or to the Leased Property, however caused or occasioned, such
risk to be  borne by Lessee  with respect to the  Leased Property
from  and  after  the  Closing  Date.    Lessee  agrees  that  no
occurrence specified  in the preceding sentence  shall impair, in
whole  or in  part, any  obligation of  Lessee under  this Lease,
including, without limitation, the  obligation to pay Base Rental
and Additional Rental.

    (b) Lessee hereby  assigns to Owner  any award, compensation,
insurance  proceeds or other  payment to which  Lessee may become
entitled by reason of its interest in the Leased Property, (i) if
the  Leased  Property,  or any  portion  thereof,  is  damaged or
destroyed  by  fire or    other hazard  or  casualty or  cause (a
"Casualty"), or  (ii) by reason of  any condemnation, requisition
or other  taking or sale  of the use,  occupancy or title  to the
Leased Property  or any portion thereof  in, by or on  account of
any actual or threatened Taking.  So long as no  Event of Default
has occurred and  is continuing,  Lessee shall, at  its cost  and
expense, in the  name and on behalf of  Owner, Lessee, Lender, LC
Issuer  or  otherwise, appear  in  any such  proceeding  or other
action, to  negotiate, accept  and prosecute  any  claim for  any
award,  compensation, insurance  proceeds  or  other  payment  on
account of  any such  loss, damage or  destruction, condemnation,
requisition or other taking or sale and to cause any  such award,

                               -33-







compensation, insurance  proceeds or other payment to  be paid to
Owner.  Lessee shall  use its commercially reasonable efforts  to
achieve the maximum award or  other recovery obtainable under the
circumstances.  Any  negotiated awards, settlement  or recoveries
shall be subject to Owner's prior approval.   Owner may appear in
any  such proceeding or other action, in a manner consistent with
the foregoing and the  costs and expenses of any  such appearance
shall be borne by Lessee and payable to Owner as Additional Rent.
If an Event of Default has  occurred and is continuing, the Owner
shall have the right to negotiate, adjust and settle such awards,
settlements  and  recoveries  without  the  approval  of  Lessee.
Unless either the Lessee's Parent is not then Investment Grade or
a  Default or  an Event  of Default  shall  have occurred  and be
continuing,  the Lessee shall be entitled  to receive all amounts
paid or  payable for any Casualty or Taking of all or any portion
of the Leased Property, subject to the prior rights of Lender and
less  any costs  and  expenses incurred  by  Owner or  Lender  in
connection with the negotiation, settlement or collection of such
amounts (the  amounts received for any Casualty,  less such costs
and  expenses, shall be referred  to as the  "Net Casualty Award"
and  the amounts  received for  any Taking,  less such  costs and
expenses,  shall  be  referred to  as  the  "Net Taking  Award"),
otherwise the Owner shall  be entitled to receive the  Net Taking
Award  or the  Net Casualty  Award.   All  such amounts  shall be
applied  either (x) to the  payment of the  Termination Value and
the  other  amounts  due  under Section  16(c)  hereof,  if  such
Casualty or Taking results in, or the Lessee  elects to deem such
Casualty  or  Taking as,  an  Event of  Loss,  or (y)  to  pay in
accordance  with Section  16(d)  hereof for  the  actual cost  of
repair,   restoration,   rebuilding   or   replacement   of   the
Improvements by  Lessee (collectively, "Cost To  Repair") if such
Casualty or Taking  does not result  in, or  the Lessee does  not
elect to deem such Casualty or Taking as, an Event of Loss.

    (c) If a  Taking or Casualty to  the Leased Property  occurs,
Lessee  shall  give  Owner immediate  telephonic  notice  thereof
followed promptly  by written notice, and  describe in reasonable
detail in each case  the circumstances of the Taking  or Casualty
and the damage to or loss of the Leased Property.  If  the Taking
or  Casualty constitutes an Event  of Loss, Lessee   shall pay to
Owner on the  Rent Payment Date next  following the date  of such
Event of Loss (or, if prior  to the Basic Term Commencement Date,
on the thirtieth  (30th) day after  the final determination  that
the Taking or Casualty constitutes an Event of Loss  or, if after
the Basic Term  Commencement Date, on the last  day of the Rental
Period  in  which  such  Event of  Loss  occurs  if  there is  no
succeeding  Rent Payment  Date) the  sum of  (i) all  unpaid Base
Rental due on or before  such Rent Payment Date or such  last day
of the Rental Period, plus  (ii) the Termination Value as of  the
Rent Payment Date next following the date of such Event  of Loss,

                               -34-







or  if  the  Event  of  Loss  occurs  prior  to  the  Basic  Term
Commencement Date,  an amount equal to one hundred percent (100%)
of  all Project Costs (incurred  through the date  of payment) in
lieu  of the Termination Value  plus, to the  extent such amounts
have not  been included in  Project Costs,  all interest,  costs,
fees,  reimbursements and other amounts due and payable either to
Owner  or  Lender under  the  Transaction  Documents, plus  (iii)
Additional Rental due  as of the date  of payment of  the amounts
specified  in the foregoing clauses  (i) and (ii),  plus (iv) the
Reinvestment Premium.  Any payments received at any time by Owner
or  by Lessee constituting Net Casualty Award or Net Taking Award
from any insurer or  other party (except  Lessee) as a result  of
the occurrence of such Event of Loss will be applied in reduction
of  Lessee's obligation  to  pay the  foregoing  amounts, if  not
already paid by Lessee, or, if already fully paid by Lessee, will
be  applied to reimburse Lessee  for its payment  of such amount.
Upon  payment in  full of  such Termination  Value, Base  Rental,
Additional Rental and Reinvestment Premium, (A) the obligation of
Lessee  to pay Base Rental hereunder shall terminate and the Term
of  this Lease shall thereupon terminate, and (B) the Owner shall
transfer  to Lessee  all of  the Owner's  interest in  the Leased
Property in accordance with the provisions  of Section 32 hereof.
As used in this Lease, the term "Termination Value" of the Leased
Property as  of any Rent Payment Date  means an amount determined
by  multiplying the  Project Costs  by the  percentage  set forth
opposite such  Rent Payment Date  on the schedule  of Termination
Values appearing  in  Exhibit D.   An  "Event of  Loss" shall  be
deemed to have occurred if either (a) with respect to a Casualty,
the Costs  To Repair is  equal to or  greater than sixty-six  and
two-thirds  percent (66 2/3%) of the full replacement cost of the
Improvements; or (b) with respect to a Taking, the Taking renders
the  Leased   Property  or   any   substantial  portion   thereof
permanently  unfit for  its intended  use under  the Lease.   For
purposes of determining whether an Event of Loss has occurred, it
shall be assumed that the Leased Property or the affected portion
had  been repaired or  restored to the  fullest extent reasonably
practicable.  Either the Owner or the Lessee may declare that the
Taking  or  Casualty  constitutes  an Event  of  Loss,  provided,
however, that  the Lessee may deem such  Taking or Casualty as an
"Event of Loss," regardless of the amount of the Costs To Repair,
with respect to a Casualty, and  regardless of the effect of  the
Taking on the  utility of the Leased Property, with  respect to a
Taking, and pay  the Owner  the Termination Value  and the  other
amounts  required  to be  paid under  this  Section 16(c).   Upon
making such  determination, the  party making  such determination
shall  notify the  other  party in  writing  thereof.   If  Owner
determines that such Taking  or Casualty constitutes an Event  of
Loss, it shall  notify the  Lessee thereof and  the Lessee  shall
have ten (10) days from the date the Owner delivers notice of its
determination  to  initiate  a   challenge  in  writing  to  such

                               -35-







determination pursuant to the  provisions of Section 16(f) below.
If no  challenge in writing is  made by the Lessee  of an Owner's
determination of  an Event of  Loss, such determination  shall be
binding upon Lessee.   If  Owner and Lessee  determine that  such
Taking  or Casualty does  not constitute an Event  of Loss (or if
Owner's determination of  an Event  of Loss is  not upheld  after
arbitration pursuant  to Section  16(f) hereof), Lessee  shall be
required to  repair, replace and  restore the Leased  Property as
provided in paragraph (d) below.

    (d) If  a Taking or  Casualty to  the Leased  Property occurs
which  does  not  result  in  (or  is  not  otherwise  deemed  to
constitute) an Event  of Loss  and the Lessee  elects to  repair,
replace  and restore the Leased  Property, it shall,  at its sole
cost and  regardless of  whether any amounts  constituting a  Net
Casualty Award or Net  Taking Award are made available  to Lessee
for such purpose, proceed with  diligence and promptness to carry
out any demolition and to restore, repair, replace and/or rebuild
the Leased Property, as nearly as practicable, to a condition and
fair  market value  not less  than the  condition required  to be
maintained  and fair  market value  thereof immediately  prior to
such  Taking  or  Casualty.    No   repair  or  restoration  work
undertaken  by Lessee pursuant to this  Section shall violate the
terms  of  any Permitted  Lien  or  other restriction,  easement,
condition  or covenant  or other  matter affecting  title  to the
Leased  Property, and shall be undertaken and completed in a good
and workmanlike manner and in compliance in all material respects
with  all Legal Requirements then  in effect with  respect to the
Leased Property.   If the  Lessee elects to  repair, replace  and
restore  the Leased Property, it agrees to submit for approval by
Owner all plans, specifications, cost estimates and contracts for
the restoration  or  repair  of  the loss  or  damage,  provided,
however, the Owner shall  not unreasonably withhold such approval
provided that the utility,  fair market value and useful  life of
the Leased Property after  the restoration or repair is  not less
than the utility, fair market value and useful life of the Leased
Property prior to the Taking or Casualty.

    Unless otherwise agreed  to by Owner, any Net  Casualty Award
or Net Taking Award received by Owner will be released in partial
monthly disbursements equal to ninety percent (90%) of  the value
of  the work  completed (or  if the  contract is  on a  cost-plus
basis, then monthly advances of ninety percent (90%) of the costs
of  the work completed if less than the  value of the work).  The
release  by Owner  of Net  Casualty Awards  or Net  Taking Awards
shall be subject to the satisfaction of the following conditions:

        (i)  no Default  or Event of  Default shall have  occurred
and be continuing hereunder;


                               -36-







        (ii)     Owner   is   in   receipt  of   any  architect's
certificates, contractor's sworn statements and other evidence of
costs,  payments and  completion  as the  Owner  may require  and
satisfactory  evidence  of payment  and release  of all  Liens of
contractors, sub-contractors, and  materialmen and  of any  other
Person providing  work, service  or materials in  connection with
the  repair, replacement and restoration of the Leased Premises;

        (iii)    Receipt  by  Owner  of  all  approvals   of  any
municipal or other  governmental authorities having  jurisdiction
over  the Leased  Premises and  all approvals required  under any
Permitted Liens.

    The final payment shall be released by Owner upon  completion
of the restoration  and repairs provided that the  conditions set
forth  above have  been met in  full.   The Lessee  agrees at the
Owner's  request to provide the Owner with copies of any as-built
surveys  and  as-built plans  and  specifications  of the  Leased
Property after completion  of the restoration  and repair of  the
Leased Property.

    (e) The   Lessee's  obligation   to  pay   Base  Rental   and
Additional Rental  shall not  abate by reason  of a  Taking or  a
Casualty,  and this Lease shall continue in full force and effect
and Lessee shall continue to perform and fulfill all obligations,
covenants and agreements hereunder notwithstanding such Taking or
Casualty.

    (f) In  the   event  the  Lessee   objects  to  the   Owner's
determination that a Taking or a Casualty constitutes an Event of
Loss  and notifies  the Owner  in writing  of its  objection, the
parties agree in  good faith  to attempt to  resolve the  dispute
through negotiation and agree to refer the matter to  one or more
of their respective  officers or employees who have the authority
to resolve the dispute.   If no resolution is reached  within ten
(10)  days (or  such longer  period as  the parties  may mutually
determine),  then Lessee  and Owner  shall submit  to arbitration
before a  single arbiter  in Morristown,  New  Jersey, under  the
Commercial   Arbitration  Rules   of  the   American  Arbitration
Association  then  in  effect.   The  resulting  decision of  the
arbiter shall be  deemed final from which no appeal or review may
be taken.   All expenses and  costs of such arbitration  shall be
borne by the party not prevailing in the proceeding.

    (g) If a  Taking or  Casualty occurs  while the  Construction
Loan is outstanding, then  notwithstanding the provisions of this
Section  16 to the contrary, the rights  of the parties hereto as
to the adjustment  of claims, the retainage of the  proceeds of a
Taking or Casualty, the use of such proceeds to repair or restore
the Leased Property or to pay the Construction Loan and any other

                               -37-







matters pertaining to a Taking or Casualty shall be determined in
accordance with  the provisions of Section 14 of the Construction
Loan  Agreement.   The exercise  by Lender  of any  right  by the
Construction  Lender  to  accelerate  the  Construction  Loan  in
accordance  with Section  14 of  the Construction  Loan Agreement
shall be conclusively  deemed an "Event of Loss"  hereunder which
requires  the payment of the  amounts set forth  in Section 16(c)
above.   If  the Construction  Lender applies  any proceeds  of a
Taking or  a  Casualty to  pay-down  the Construction  Loan,  the
amount  of   the  Project  Costs  payable  by   Lessee  shall  be
appropriately reduced hereunder.

    Section 17.  Additions  and Improvements; Removal.  Prior  to
the  Basic  Term  Commencement   Date,  Lessee  shall  cause  the
development and  construction of  the Improvements  in accordance
with the Approved Construction Documents and subject to the terms
and conditions  of this Lease, the  Construction Agency Agreement
and the other Transaction Documents.  Subject to the requirements
of law,  Lessee shall  have the right  (from and after  the Basic
Term Commencement Date) during the Term of this Lease to make any
additions  or  improvements  to  the Leased  Property  to  attach
fixtures, structures or signs, and to affix any personal property
to the Leased  Property, so long as (i)  the utility, fair market
value  and  useful life  of the  Leased  Property is  not thereby
reduced,  (ii)  prior  to  the  construction  of  any  structural
improvement,  Lessee  shall  deliver  a  certificate  of  an  AIA
registered architect  and a certificate of  a registered engineer
to the effect that the planned structural improvement will comply
with  all  Legal  Requirements,  will  not  adversely  affect  or
interfere with the utility,  operation or structural integrity of
the then existing Improvements and shall conform to the character
and  quality of  the  existing Improvements,  (iii) Lessee  shall
finance such  construction  with  its  own  funds  or  through  a
borrowing  unsecured   by  the   Leased  Property.     Each  such
improvement (and  all fixtures and  equipment included as  a part
thereof) shall be deemed a part of the Leased Property and become
part of  Owner's property.  Lessee  may remove, during or  at the
expiration  or other termination of  the Term of  this Lease, all
equipment and personal property   placed or installed in  or upon
the Leased Property  after the  Basic Term  Commencement Date  by
Lessee or  under  its  authority,  other than  any  equipment  or
personal property included as a part of the Leased Property title
to which, prior to the exercise of  Lessee's purchase option or a
third  party sale,  is held  by the  Owner, provided  that Lessee
shall  repair any damage  to the  Leased Property  resulting from
such removal.

    Section 18.   Right Of  Entry.  Representatives  of the Owner
shall  have the right  to enter upon the  Leased Property (and to
review and  copy Lessee's records regarding  the Leased Property)

                               -38-







during  reasonable  business  hours   (i)  to  inspect  the  same
(including, without limitation, the use of photographic and video
equipment) or (ii) for  any purpose connected with the  rights or
obligations of the parties under this Lease.

    Section 19.  Assignments and Subleasing.

    (a) By  Lessee.   EXCEPT  AS  OTHERWISE EXPRESSLY  SET  FORTH
BELOW,  LESSEE SHALL NOT,  WITHOUT THE  PRIOR WRITTEN  CONSENT OF
OWNER  IN   EACH  INSTANCE,  SUBLEASE  OR   OTHERWISE  RELINQUISH
POSSESSION OF THE LEASED PROPERTY OR ANY PART THEREOF, OR ASSIGN,
TRANSFER,  MORTGAGE  OR   ENCUMBER  ITS   RIGHTS,  INTERESTS   OR
OBLIGATIONS HEREUNDER AND ANY ATTEMPTED SUBLEASE, RELINQUISHMENT,
ASSIGNMENT,  TRANSFER OR ENCUMBERING BY LESSEE  SHALL BE NULL AND
VOID.   Furthermore,  Lessee shall  not  be permitted  to  merge,
consolidate or sell  a substantial portion  of its assets  (other
than inventory  in the ordinary  course of its  business) without
Owner's prior written consent in each instance unless each of the
following  conditions are  met in  full or  waived in  writing by
Owner (i) the surviving,  resulting or acquiring entity expressly
assumes  in writing  all  of Lessee's  past,  current and  future
obligations  and  liabilities  under  this Lease,  the  form  and
content of  such documentation, including an  opinion of counsel,
to  be satisfactory to Owner in its sole and absolute discretion,
(ii) at the time  of such merger, consolidation or sale, no Event
of  Default shall have occurred  and be continuing,  (iii) all of
the representations  of  Lessee set  forth in  Section 12  hereof
shall  be  true  and  correct  with  respect  to  the  surviving,
resulting  or acquiring entity as if made directly by such entity
as of the  date of the merger, consolidation or sale (except that
such entity  may be a corporation  organized under the laws  of a
jurisdiction  other  than the  State  of New  York and  may  be a
partnership, limited liability company or business trust provided
that  such entity is duly  qualified to transact  business in the
State of  New Jersey); and (iv) prior to the consummation of such
merger,  consolidation   or  sale,  the  Owner   has  received  a
certificate  from  one  of  the  so-called  "big  six"  firms  of
independent  certified  public  accountants   (or  any  of  their
successors) selected by Lessee  and approved by the Owner  to the
effect that the tangible  net worth (as determined  in accordance
with GAAP  consistently applied) of such  surviving, resulting or
acquiring entity shall be no less  than the tangible net worth of
Lessee immediately  prior to such merger,  consolidation or sale;
notwithstanding the  foregoing, Lessee  may freely sublet  all or
any portion of the  Leased Premises at  any time after the  Basic
Lease  Term  Commencement Date,  for all  or  any portion  of the
remaining Term, and may  assign this Lease or  any of its  rights
hereunder, provided  however, (i)  that Lessee remains  primarily
liable  hereunder  (as a  principal and  not  as a  surety), (ii)
Lessee certifies in writing to Owner, in advance of such sublease

                               -39-







or  assignment,  that  such   sublease  or  assignment  does  not
materially  adversely affect  the value  of the  Leased Property,
provided that  such certification shall  not be necessary  in the
case  of   any  sublease   or  assignment  to   any  corporation,
partnership,   limited  liability   company  or   business  trust
controlling,  controlled by or under common with Lessee by reason
of stock or equity ownership of greater than fifty percent (50%),
(iii) the proposed sublease provides  that it terminates no later
than the day  prior to  the Termination Date,  (iv) the  sublease
expressly  states  that it  is  subject and  subordinate  to this
Lease,  (v) the  proposed sublease contains  provisions regarding
use,  lien   lifting,   maintenance,  insurance,   casualty   and
condemnation,  additions  and   improvements,  right  of   entry,
environmental  matters, repossession  after  default and  further
assurances all in  favor of  the Lessee, as  sublessor under  the
proposed sublease, which are,  in the reasonable determination of
the  Owner, no less favorable  to the Lessee,  as sublessor, than
the corresponding provisions of this Lease are to the Owner, (vi)
if the Lessee's  Parent is not Investment Grade at any time while
the proposed sublease is  in effect, the Lessee will  execute and
deliver  any  documents  and  instruments and  take  any  actions
reasonably required by Owner to  collaterally assign the Lessee's
interest in and rights  under the sublease  to the Owner and,  if
required  by the Lender, to the Lender, and (vii) Lessee notifies
the Owner in  writing of  the sublease and  delivers an  executed
copy thereof to Owner.

    (b) By Owner.  This  Lease and all Base Rental and Additional
Rental (except for  the Excepted  Rights) due and  to become  due
hereunder is being contemporaneously assigned by Owner to Lender,
and Owner is contemporaneously herewith granting a mortgage and a
security  interest  in  this  Lease,  the  Base  Rental  and  all
Additional Rental  (except for  the Excepted Rights)  due and  to
become due hereunder to  Construction Lender under the Assignment
of Leases and Rents.  On  or prior to the Basic Term Commencement
Date,  the Construction  Lender shall  assign such  Assignment of
Leases and  of Rents to  the Long-Term  Lender, or the  Owner and
Long-Term Lender may enter  into a separate collateral assignment
of this Lease, to secure the Long-Term Loan and any and all other
obligations  of  the Owner  to the  Long-Term Lender.  Lessee and
Owner agree  that the Base  Rental, all Additional  Rental (other
than the Excepted Rights) and any other amounts payable by Lessee
to  Owner hereunder (except with  respect to the Excepted Rights)
shall be paid directly to Lender (on behalf of Owner) or upon its
written order until the Loan  shall have been paid in full.   The
Lender may re-assign and/or  grant a security interest in  any of
such  rights, obligations,  title  or interest  assigned to  such
Lender.   Lessee agrees to  execute the Assignment  of Leases and
Rents and other documents that  may be requested by Owner or  the
Lender.   Lessee acknowledges receipt of  an executed counterpart

                               -40-







of  the Loan Documents and Investor Loan Documents. Any Person to
whom any sale, assignment, transfer or grant of security interest
is made by Owner is herein called an "Assignee"

    Without limiting  the foregoing or  any of the  provisions of
Section 7 hereof, Lessee further acknowledges and agrees that (i)
the rights of  the Lender in  and to the  sums payable by  Lessee
under any  provision of  this Lease shall  not be subject  to any
abatement  whatsoever and shall  not be  subject to  any defense,
set-off, counterclaim or recoupment whatsoever, whether by reason
of failure of  or defect  in Owner's title,  or any  interruption
from whatsoever cause in  the use, operation or occupancy  of the
Leased Property,  or any damage to,  loss, destruction, reduction
or  impairment of the Leased Property  for any reason whatsoever,
or  by reason of  any other indebtedness  or liability, howsoever
and whenever arising, of Owner  to Lessee or to any other  Person
or  for any  cause whatsoever,  it being  the intent  hereof that
Lessee shall  be unconditionally and absolutely  obligated to pay
directly to  the Lender  (on behalf  of Owner)  all  of the  Base
Rental  and all  Additional  Rental (except  the Excepted  Rights
which  remain  payable  directly  to  Owner)  payable  by  Lessee
hereunder;   (ii)   Lessee's   covenants,   representations   and
warranties  in  this  Lease  (including,  without  limitation, in
Section 12  hereof) shall be  deemed to  be made to  and for  the
benefit of,  the Lender and the  LC Issuer as well  as Owner; and
(iii)  the Lender  shall  be  entitled  to  the  benefit  of  all
covenants  and obligations to  be performed by  Lessee under this
Lease, except  Lessee's  covenants and  obligations  relating  to
Excepted Rights.   Notwithstanding the assignment  to the Lender,
Lessee and  Owner acknowledge  that all  obligations of  Owner to
Lessee under this Lease shall be and remain enforceable by Lessee
against, and only against, Owner.  Notwithstanding the foregoing,
Owner agrees that Lessee's  rights under this Lease shall  not be
subordinate to the rights of any mortgagee or other lender taking
security in the  Leased Property unless such  mortgagee or lender
shall agree, with or for the benefit of Lessee, that it shall not
disturb  Lessee's possession  under the  Lease and  shall respect
Lessee's right to purchase the Leased Property under the terms of
this Lease, so  long as no  Event of Default shall  have occurred
and be continuing under this Lease.  If a mortgagee or lender who
has  taken security in the  Leased Property shall  succeed to the
rights  of the Owner under this Lease, whether through possession
or foreclosure action or delivery of a new lease or deed, then at
the  request  of  such  party so  succeeding  to  Owner's  rights
("Successor Owner"), the Lessee shall be deemed  to have attorned
to and recognized such  Successor Owner as the lessor  under this
Lease, and shall promptly execute and deliver any instrument that
such  Successor Owner  may  reasonably request  to evidence  such
attornment, provided, however, that  the Lessee shall be entitled
to  receive from such Successor Owner an agreement not to disturb

                               -41-







Lessee's  possession under  this Lease  (so long  as no  Event of
Default  shall have occurred and be continuing) as a condition to
the execution  and delivery of  such attornment agreement.   Upon
such  attornment,  this Lease  shall continue  in full  force and
effect as  if it were a  direct lease between the  Lessee and the
Successor  Owner, and all of the terms, covenants  and conditions
of this Lease shall remain applicable after such attornment.

    Upon  the payment  in full  of  all indebtedness  outstanding
under  the  Loan and  the  termination of  the  Lender's security
interest in the Leased Property in accordance with the provisions
of the Mortgage, the Owner may re-assign, sell or transfer and/or
grant  a security  interest in, this  Lease, in whole  or in part
and/or Leased Property  to any  Person, and upon  notice of  such
assignment, sale, transfer or grant, Lessee shall comply with the
requests  and demands of  such Person as  if such  Person was the
Lender as provided  above provided that such  Person shall agree,
with  or for  the benefit  of Lessee, that  it shall  not disturb
Lessee's possession  under the  Lease and shall  respect Lessee's
right to purchase  the Leased  Premises under the  terms of  this
Lease, so  long as no Event of Default shall have occurred and be
continuing under this Lease

    Section   20.     Environmental  Matters.     Lessee   hereby
represents  and  warrants  to  and covenants  with  Owner,  Trust
Company, Beneficiary, Kramer, the Construction  Lender, the Long-
Term Lender, LC Issuer, BFS, Trust Company,  and their respective
Affiliates,   successors,    assigns,   stockholders,   partners,
directors,   officers,    trustees,   employees,   beneficiaries,
attorneys  and  accountants  and  any other  Person  claiming  by
through or under Owner, its Beneficiary, the Construction Lender,
the Long-Term Lender,  LC Issuer,  BFS, Trust Company  or any  of
their assignees (collectively, "Indemnified Parties") as follows:

    (a) Lessee covenants and agrees that (i)  Lessee shall comply
and  cause each permitted  sublessee and assignee  to comply with
all Environmental Legal Requirements, including, but not  limited
to,  Hazardous Materials  Legal Requirements,  applicable to  the
Leased  Property or  as required  by any  governmental agency  or
third  party, and (b) Lessee shall take, and cause each permitted
sublessee and assignee to take, all remedial action  necessary to
avoid  any liability of Lessee, or any Indemnified Party for, and
to avoid the  imposition of, or  to discharge,  any liens on  the
Leased  Property,  as a  result of,  any  failure to  comply with
Environmental  Legal  Requirements  with respect  to  the  Leased
Property.

    (b) Without limiting the generality  of the foregoing, Lessee
agrees that it shall not:
        (i)  release  any  Hazardous Materials  on  or  under  the

                               -42-







Leased  Property   or  fail   to  take   commercially  reasonable
precautions  to prevent the release  or threat of  release of any
Hazardous Materials on or under the Leased Property;

        (ii)     generate any Hazardous Materials on or under the
Leased  Property   or  fail   to  take  commercially   reasonable
precautions to  prevent the generation of  Hazardous Materials on
or  under, or the migration of Hazardous Materials to, the Leased
Property;

        (iii)    except  in  compliance  with  all  Environmental
Legal  Requirements, store  or utilize,  or permit  any Hazardous
Materials  to  be  stored  or  utilized on  the  Leased  Property
provided,  however,  that the  materials  listed  in Schedule  II
attached may be used on or about the Lease Property and stored on
the Leased  Property in  the quantities  listed in such  Schedule
provided that  all Environmental Legal Requirements  are complied
with in connection with such use or storage;

        (iv)     dispose  of or permit any Hazardous Materials to
be disposed of on  the Leased Property except in  compliance with
all Environmental Legal Requirements; and

        (v)  use, or  allow the Leased Property  to be  used, in a
manner  which  does  not  comply  with  all  Environmental  Legal
Requirements.

    (c) Lessee shall  provide Owner  with prompt  written notice,
but in no event later than ten (10) Business Days after obtaining
any  actual knowledge  or actual  notice thereof,  of any  of the
following conditions: (i) the presence, or  any release or threat
of  release, of  any Hazardous  Materials on,  under or  from the
Leased Property, whether or not caused by any of the  Indemnified
Parties; (ii)  any Environmental Enforcement Action instituted or
threatened in  writing; or (iii)  any condition or  occurrence on
the  Leased Property that constitutes  a violation of  any of the
Environmental Legal Requirements.

    (d) Upon Lessee  obtaining knowledge or notice  of:  (i)  the
violation of  any Environmental Legal Requirement  related to the
Leased  Property, or  (ii) the  presence, or  any release  or any
threat  of release, of any Hazardous Materials on, under, or from
the   Leased  Property,   which  is   lawfully  claimed   by  any
governmental  agency   or  third  party  to   violate  any  other
Environmental  Legal  Requirement,  or  any  combination thereof,
Lessee shall  immediately take all reasonable actions  to cure or
eliminate  any such  violation  of any  such Environmental  Legal
Requirement and, where applicable, to arrange for the assessment,
monitoring,  clean-up,  containment,  removal,   remediation,  or
restoration of  the Leased Property  as are required  pursuant to

                               -43-







any Hazardous Materials Legal Requirements or by any governmental
authority.

    (e) Owner  shall have  the right (but not  the obligation) to
require  Lessee, at  its  own  cost  and  expense,  to  obtain  a
professional environmental assessment of  the Leased Property  in
accordance with Owner's   requirements and sufficient in scope to
determine compliance with  Hazardous Materials Legal Requirements
upon the occurrence  of any one or more of  the following events:
(i) an Event  of Default hereunder; or  (ii) upon receipt of  any
notice of any of the conditions specified in Section 20(c) hereof
unless  Lessee  complies  with  the   remedial  actions  required
pursuant to  Section 20(d) or (iii) upon any return of the Leased
Property in accordance with Section 34(d) hereof.

    (f) Owner  may exercise its rights and remedies  under all of
this paragraph (f) only  upon and following the existence  of one
or more of the following  events or conditions:  (i) an  Event of
Default  has  occurred and  is  continuing;  (ii) an  Indemnified
Party, or an affiliate thereof, or  any nominee or designee of an
Indemnified Party or an affiliate thereof has taken possession of
all or some portion of the Leased Property based upon an Event of
Default;  (iii) an Indemnified Party, or  an affiliate thereof or
any nominee or designee  of an Indemnified Party or  an affiliate
thereof,  has commenced  foreclosure proceedings or  has acquired
title to all or some portion  of the Leased Property by virtue of
foreclosure or deed in lieu  of foreclosure; or (iv) a claim  has
been   asserted   against   an   Indemnified   Party  for   which
indemnification is provided herein, but Lessee has not undertaken
or  is  not  continuing   to  pursue,  after  having  undertaken,
commercially   reasonable  efforts   to  remediate,   defend  and
otherwise indemnify any such  Indemnified Party.  In any  of such
events, the Owner shall  have the right, but not  the obligation,
through such representatives or independent contractors as it may
designate,  to enter upon the Leased Property and to expend funds
to:

        (A)      cause one  or more  environmental assessments of
    the Leased  Property to be  undertaken, if Owner  in its sole
    discretion determines  that such  assessment is  appropriate.
    Such environmental assessments shall  be reasonable in  scope
    considering  the history and  use of the  Leased Property and
    the  data available  from prior  reports, provided,  however,
    the  foregoing shall  not limit  or  restrict the  reasonable
    discretion  of  the  Owner's  engineers  and  consultants  in
    formulating the exact parameters of  any such site assessment
    and  such  site assessment  may include,  without limitation,
    (i)  detailed visual  inspections  of  the  Leased  Property,
    including  without  limitation  all  storage  areas,  storage
    tanks, drains, drywells  and leaching areas; (ii)  the taking

                               -44-







    of soils  and surface  and sub-surface  water samples;  (iii)
    the performance of  soils and ground water analysis; and (iv)
    the performance of  such other investigations or  analysis as
    are  necessary  or  appropriate  and  consistent  with  sound
    professional environmental engineering practice  in order for
    Owner  to obtain a  complete assessment of  the compliance of
    the   Leased  Property   and  the   use   thereof  with   all
    Environmental Legal Requirements and to  make a determination
    as to whether  or not there is any risk  of contamination (x)
    to  the Leased  Property resulting  from Hazardous  Materials
    originating on,  under, or from  any surrounding property  or
    (y)  to  any surrounding  property  resulting from  Hazardous
    Materials  originating   on,  under,  or   from  the   Leased
    Property;

        (B)  cure any breach of  the representations,  warranties,
    covenants  and   conditions made  by or  imposed upon  Lessee
    under this Lease  including without limitation  any violation
    by  Lessee,  or  by  the  Leased  Property,  of  any  of  the
    Environmental Legal Requirements;

        (C)  take  all actions as are necessary to (i) prevent the
    migration  of Hazardous  Materials  on,  under, or  from  the
    Leased  Property to any  other property; or  (ii) prevent the
    migration  of any Hazardous Materials on,  under, or from any
    other property to the Leased Property;

        (D)  comply  with,  settle,  or   otherwise  satisfy   any
    Environmental Enforcement Action  as the same relates  to the
    Leased Property  including, but not  limited to, the  payment
    of  any  funds  or  penalties  imposed  by  any  governmental
    authority and  the payment of all  amounts required to remove
    any  lien  or threat  of  lien  on  or  affecting the  Leased
    Property; and

        (E)  comply  with,   settle,  or   otherwise  satisfy  any
    Environmental  Legal  Requirement  and  correct  or  abate in
    accordance   with   all   applicable    Environmental   Legal
    Requirements   any  environmental  condition   on,  or  which
    threatens,  the Property  and  which  could cause  damage  or
    injury to the Property or to any person.

    (g) Any amounts reasonably paid or  advanced by Owner and all
reasonable costs and expenditures incurred in connection with any
action  taken pursuant to the terms of this Section 20, including
but not  limited to environmental consultants'  and experts' fees
and expenses, attorneys' fees  and expenses, court costs and  all
costs   of   assessment,   monitoring,   clean-up,   containment,
remediation,  removal and restoration,  with interest  thereon at
the then effective rate applicable under Section 25  hereof shall

                               -45-







be a demand obligation of Lessee to the Owner if  not paid within
ten (10)  days after notice, and, to the extent not prohibited by
law, and shall be deemed to be Additional Rental hereunder.

    (h) The exercise  by Owner of  any one or more  of the rights
and remedies set forth in this Section 20 shall not operate or be
deemed to place  upon Owner any responsibility for the operation,
control, care, service, management,  maintenance or repair of the
Leased Property.

    (i) Without limiting the generality  of the other  provisions
of this Section 20, any  partial exercise by Owner of any  one or
more of  the rights  and remedies  set forth in  this Section  20
including, without  limitation,  any partial  undertaking on  the
part  of Owner to  cure any failure  by any of Lessee,  or of the
Leased  Property, or any other  occupant, prior occupant or prior
owner  thereof, to  comply with  any of  the Hazardous  Materials
Legal Requirements shall not obligate the Owner  to complete such
actions taken or  require Owner  to expend further  sums to  cure
such non-compliance. 

    Section 21.   Environmental Indemnity.  Lessee  hereby agrees
that it shall  at its  sole cost and  expense indemnify,  defend,
exonerate, protect and save harmless each Indemnified Party on an
after-tax basis  against and  from any  and all damages,  losses,
liabilities, obligations, penalties, claims, litigation, demands,
defenses, judgments, suits, proceedings, costs,  disbursements or
expenses  of any  kind or  nature whatsoever,  including, without
limitation, attorneys' and experts' fees and disbursements, which
may  at any  time be  imposed upon,  incurred by, or  asserted or
awarded against Owner or an Indemnified Party and arising from or
out of  any of the following,  or any claims alleging  any of the
following:

    (a) Any Hazardous Materials on, in, under,  or which emanated
from, all or  any portion  of the Leased  Property, or which  may
hereafter be on, in, under or emanate from, all or any portion of
the Leased Property whenever discovered;

    (b) The  violation   of   any   Hazardous   Materials   Legal
Requirements  by Lessee, or with respect  to the Leased Property,
existing on  or before the date  hereof or which may  so exist in
the future, whenever discovered;

    (c) The violation of  any Environmental Legal Requirement  by
Lessee, or with respect   to the Property, existing on  or before
the date hereof  or which  may so exist  in the future,  whenever
discovered;

    (d) Any material  breach of  warranty or representation  made

                               -46-







under or pursuant to Section 20 hereof;

    (e) Any Environmental Enforcement Action with respect  to the
Leased Property, whenever asserted; and

    (f) The enforcement  of this Section  21 or  the assertion by
Lessee of  any defense  to the  obligations of Lessee  hereunder,
which is not  sustained by a final order of  a court of competent
jurisdiction which is not subject to further  appeal, whether any
of such matters  arise before, during or  after the Term of  this
Lease or  the taking of possession  of all or any  portion of the
Leased Property by the Owner, and specifically including therein,
without limitation, the following which are incurred following an
Event of Default:  (i) costs  incurred for any of the matters set
forth  in  Section  20 of  this  Agreement;  and  (ii) costs  and
expenses incurred in  ascertaining the existence or extent of any
asserted  violation  of   any  Environmental  Legal  Requirements
relating  to the Leased Property and any remedial action taken on
account thereof including,  without limitation,  the costs,  fees
and   expenses   of   engineers,  geologists,   chemists,   other
scientists, attorneys,  surveyors,  and other  professionals,  or
testing and analyses performed in connection therewith.

    (g) The obligations of Lessee under  this Section 21  are not
subject to any  limitation as  to amount.   Nothing herein  shall
limit  the right  of an  Indemnified Party  to obtain  injunctive
relief  or to pursue  equitable remedies  under this  Section 21.
The  provisions of this Section 21, and the obligations of Lessee
under  this  Section  21,  shall  apply  from  the  Closing  Date
(notwithstanding the  failure of Lessee to  satisfy any condition
set forth in Section 4(a) hereof), and shall survive and continue
in  full  force and  effect,  notwithstanding  the expiration  or
earlier  termination of this Lease in whole or in part, including
the expiration or termination of the Term, and are expressly made
for the benefit of, and shall be enforceable by, each Indemnified
Party, provided, however, that notwithstanding the foregoing, the
Lessee  shall not  have  any indemnification  obligations to  the
Indemnified Parties  for a  violation of any  Hazardous Materials
Legal Requirements or Environmental Legal Requirements or for any
Environmental  Enforcement Actions  attributable  solely  to  any
facts  or circumstances  arising after  possession of  the Leased
Property has  been returned  to Owner, the  Termination Date  has
occurred and the Owner has relet or sold the Leased Property.

    Section 22.  Indemnification and  Hold Harmless Agreement. To
the  fullest  extent not  prohibited  by  applicable law,  Lessee
hereby agrees  to indemnify and  hold harmless   each Indemnified
Party, on an after-tax basis from and against any and all losses,
damages,   injuries,  costs  or  expenses  (including  reasonable
attorneys'  fees and expenses) and  from and against  any and all

                               -47-







suits, demands, claims, actions  or other proceedings whatsoever,
brought by  any entity or person whatsoever (except suits brought
by Lessee against  an Indemnified  Party in which  Lessee is  the
prevailing party) and arising or allegedly  arising from (i) this
Lease  or  the   Transaction  Documents;  (ii)  any   transaction
contemplated hereby or thereby; (iii) the acquisition, financing,
construction, installation, ownership, lease and operation of the
Leased Property (including  patent or latent defects  in the Land
or  Improvements, whether or  not discoverable  by Lessee  or any
Indemnified  Party), including,  without  limitation,  any  suit,
demand,  claim or  action  arising under  the  Loan Documents  by
reason of Lessee being in default or failing to otherwise perform
thereunder, hereunder  or under the Construction Agency Agreement
or  under any other Transaction Document; (iv) the defense of any
suit, demand,  claim, action or other  proceeding brought against
such Indemnified Party  in connection with the foregoing; (v) the
enforcement of any  provision of this Lease;  (vi) damage, injury
or death to any Person  or damage to the property of  any Person,
due  to any  defect in the  Land or  Improvements, or  any act or
omission of any person including the defense of any suit, demand,
claim,  action   or   other  proceeding   brought  against   such
Indemnified Party in connection with such damage or injury; (vii)
any claims based  upon absolute  or strict liability  in tort  or
claims  based  upon  patent, trademark,  tradename  or  copyright
infringement; and (viii) any  action taken in good faith  by such
Indemnified  Party in connection with  this Lease or   the Leased
Property; except that, as to any Indemnified Party, the foregoing
indemnities shall not apply to the following:

                 (i) losses, damages, injuries, costs or expenses
        solely and  directly caused  by the  gross negligence  or
        willful misconduct of such Indemnified Party;

                 (ii)    losses,  damages,   injuries,  costs  or
        expenses solely  and directly  caused by  the mishandling
        or misapplication  by any  Indemnified Party of  payments
        made  by the Lessee  hereunder if  such payments are made
        to  such  Indemnified   Party  in  accordance  with   the
        Transaction Documents;

                 (iii)   the inaccuracy in  any material  respect
        of  any   representation   or  warranty   made  by   such
        Indemnified Party in any of the Transaction Documents;

                 (iv)    the  creation or  existence of  an Owner
        Lien attributable to such Indemnified Party;

                 (v) if  such  Indemnified  Party  is  the Owner,
        Lender,  or the Beneficiary, the voluntary disposition of
        the  Leased  Property   or  the  Lease,  other  than   in

                               -48-







        connection  with (A)  a  voluntary  disposition permitted
        after  the occurrence  of an  Event  of  Default, (B)  an
        Owner  Conveyance, (C)  the voluntary  assignment by  the
        Beneficiary of  its ownership  interest  under the  Trust
        Agreement,  or (D) a subsequent transfer by the Lender or
        any   nominee,  designee  or  affiliate thereof  if  such
        entity purchases  the  Leased Property  at a  foreclosure
        sale  or accepts  a deed-in-lieu  of  foreclosure of  the
        Leased Property;

                 (vi)    any  other  matters  expressly  excluded
        from  any  other indemnity  provisions  contained in  the
        Transaction Documents  pursuant to which  the Lessee  has
        agreed to indemnify any Indemnified Party; and

                 (vii)   acts  or events  that  occur  after  the
        Indemnification Period.

    Lessee shall  give each  Indemnified Party  prompt notice  of
any  occurrence,   event  or  condition  known  to  Lessee  as  a
consequence of  which any  Indemnified Party  may be  entitled to
indemnification hereunder.  Lessee shall forthwith upon demand of
any such  Indemnified Party reimburse such  Indemnified Party for
amounts expended by it in connection with any of the foregoing or
pay  such amounts  directly.   Lessee shall  be subrogated  to an
Indemnified Party's  rights in any  matter with respect  to which
Lessee has actually reimbursed such Indemnified Party for amounts
expended  by  it  or  has  actually  paid  such  amounts directly
pursuant to  this  Section  22.   In  case any  action,  suit  or
proceeding is brought against any Indemnified Party in connection
with any  claim indemnified  against hereunder,  such Indemnified
Party will, promptly after receipt of notice of  the commencement
of  such  action,  suit  or proceeding,  notify  Lessee  thereof,
enclosing  a  copy of  all  papers served  upon  such Indemnified
Party, but  failure to give such notice or to enclose such papers
shall  not relieve  Lessee from  any liability  hereunder. Lessee
may, and upon such Indemnified Party's request will, at  Lessee's
expense, resist  and defend such  action, suit or  proceeding, or
cause the same to be resisted or defended by counsel  selected by
Lessee and reasonably satisfactory  to such Indemnified Party and
in the event of any failure by Lessee to  do so, Lessee shall pay
all costs and expenses (including, without limitation, attorney's
fees  and  expenses)  incurred   by  such  Indemnified  Party  in
connection with such action, suit  or proceeding.  The provisions
of  this Section  22, and  the obligations  of Lessee  under this
Section 22,  shall apply  from the Closing  Date (notwithstanding
the  failure  of Lessee  to satisfy  any  condition set  forth in
Section  4(a) hereof),  and shall  survive and  continue in  full
force  and  effect,  notwithstanding  the  expiration or  earlier
termination  of this  Lease in  whole or  in part,  including the

                               -49-







expiration or termination of the Term, and are expressly made for
the  benefit of,  and shall  be enforceable by,  each Indemnified
Party.   The  foregoing  obligation of  Lessee  to indemnify  the
Indemnified  Parties   as  aforesaid  shall  not   operate  as  a
limitation  or waiver of any rights that Lessee may have (whether
directly,  by assignment,  by subrogation  or  otherwise) against
either the LC Issuer or Owner arising by reason of the occurrence
of an Event of Default described in Section 23(i) hereof.

    Section  23.   Events  of  Default  by Lessee.    Any of  the
following events  shall constitute  Events of Default  under this
Lease:

    (a) Lessee  shall fail  to  make any  payment of  Base Rental
within ten (10) days after  the same is due and payable  or fails
to make any payment of Additional Rent when  the same becomes due
and payable and such failure continues for thirty (30) days after
written notice thereof is given to Lessee; or

    (b) Lessee shall fail to pay the  Termination Value, Purchase
Price or End  of Term  Adjustment, as applicable,  when the  same
becomes due and payable; or

    (c) Lessee  shall fail  to  observe  or  perform any  of  its
covenants  or agreements set forth  in Sections 4(b),   4(c), 15,
16(c),  19, 29, 30, 31, 32  or 34 of this Lease  or shall fail to
obtain any of the Listed  Permits and such failure to obtain  any
of  the  Listed  Permits  materially  delays   the  commencement,
continuation or completion of  the development or construction of
the Improvements; or

    (d) Lessee  shall  fail  to  perform  or  observe  any  other
covenant,  condition, or agreement to be performed or observed by
it  under this Lease and  such failure shall continue unremedied,
for thirty  (30) days after  written notice to  Lessee specifying
such  failure and demanding  the same  to be  remedied, provided,
however,  that  no  Event of  Default  shall  be  deemed to  have
occurred  with respect  to breach  of any covenant,  condition or
agreement  that   cannot  be  remedied,  with   the  exercise  of
reasonable diligence  on Lessee's  part, within such  thirty (30)
day  period, if Lessee commences cure of such failure within such
thirty  (30)  day period  and  diligently  pursues  such cure  to
completion, provided  further, however, that the  period given to
the Lessee  to remedy such  failure should not exceed  a total of
ninety (90) days  from the initial notice of  default is given to
Lessee, provided further still, that if such failure relates to a
failure  to  comply with  Environmental Legal  Requirements, such
ninety (90) day  period may be extended to such  longer period as
may be reasonably necessary to remedy such failure; or


                               -50-







    (e) Lessee or Lessee's Parent  shall be in  default (i) under
any of the Construction Loan Documents, Long-Term Loan Documents,
Investor Loan  Documents, the Construction Agency  Agreement, any
other Transaction Document or any lease,  loan agreement or other
agreement, instrument or  document heretofore,  now or  hereafter
entered  into between Lessee and Owner, or between Lessee and any
parent,  subsidiary or affiliate of  Owner, or between Lessee and
Lender,  or between  Lessee and  LC Issuer,  or between  Lessee's
Parent and Owner or between Lessee's Parent and Lender or between
Lessee's Parent and LC  Issuer or (ii) under any  promissory note
or guarantee heretofore, now  or hereafter executed by Lessee  or
Lessee's  Parent and delivered to any party referred to in clause
(i)  above evidencing  or guaranteeing  a loan  made by  any such
party to Lessee, Lessee's  Parent or Owner; or any  obligation of
Lessee  or Lessee's Parent, to  any Person (other  than Owner, or
any parent, subsidiary  or affiliate  of Owner) in  excess of  $2
million  relating to the payment of borrowed money or the payment
of rent or hire  under any lease agreement, shall  be declared to
be due and payable or otherwise accelerated prior to the maturity
thereof  by  reason of  a default  in  payment or  performance by
Lessee or  Lessee's Parent (excluding  any such default  which is
being contested in  good faith  by Lessee or  Lessee's Parent  by
appropriate proceedings and the liability for which has  not been
reduced to judgment);  or an  attachment or other  Lien shall  be
filed or levied  against a  substantial part of  the property  of
Lessee or Lessee's Parent (taken in aggregate), and such judgment
shall continue unstayed and in effect, or such attachment or Lien
shall  continue undischarged or unbonded, for a  period of thirty
(30) days; or

    (f) Lessee or Lessee's Parent shall become insolvent or make
an assignment for the benefit of creditors or consent to the
appointment of a trustee or receiver; or a trustee or a receiver
shall be appointed for Lessee or Lessee's Parent or for a
substantial part of its property without its consent and shall
not be dismissed for a period of sixty (60) days; or any petition
for the relief, reorganization or arrangement of Lessee or
Lessee's Parent, or any other petition in bankruptcy or for the 
liquidation, insolvency or dissolution of Lessee or Lessee's
Parent, shall be filed by or against Lessee or Lessee's Parent
and, if filed against Lessee or Lessee's Parent, shall be
consented to or be pending and not be dismissed for a period of
sixty (60) days, or an order for relief under any bankruptcy or
insolvency law shall be entered by any court or governmental
authority of competent jurisdiction with respect to Lessee or
Lessee's Parent; or any execution or writ or process shall be
issued under any action or proceeding against Lessee or Lessee's
Parent whereby any of the Leased Property may be taken or
restrained (other than a Taking); or Lessee's or Lessee's
Parent's corporate existence shall cease; or Lessee or Lessee's

                               -51-







Parent shall (whether in one transaction or a series of
transactions) without Owner's prior written consent, sell,
transfer or dispose of, or pledge or otherwise encumber, all or
substantially all of its assets or property, or consolidate or
merge with any other entity (except as otherwise permitted under
Section 19(a) hereof), or become the subject of, or engage in, a
leveraged buy-out or any other form of corporate reorganization;

    (g) any representation, warranty, statement or  certification
made by Lessee under this Lease or in any document or certificate
furnished to  Owner or  any Assignee  in  connection herewith  or
pursuant hereto, shall  prove to  be untrue or  incorrect in  any
material respect when made, or shall be breached;

    (h) a  default or  an Event  of  Default shall  have occurred
under the Lease Guaranty; or

     (i)     (A)  the  Lender  shall  be  unable to  make  a  draw
request  under any  outstanding Letter of  Credit because  it has
deemed that the conditions in such Letter of Credit for a drawing
thereunder not to have been met or  (B) a Draw Conditions Failure
shall have  occurred and, in the  case of either (A)  or (B), the
Lessee  shall not  have previously  delivered a  Nonreturn Option
Notice pursuant to Section 30(d) hereof or shall not have issued,
or shall not be  deemed to have issued a Special Nonreturn Option
Notice pursuant to Section 4(c) hereof.

    Section 24.   Remedies Upon Default.  Upon the occurrence  of
any Event  of Default and at  any time thereafter so  long as the
same shall be continuing, Owner may  exercise one or more of  the
following remedies:

        (a)  The Owner  may take  action at  law or  in equity  to
collect any payments then  due or thereafter to become  due under
this Lease, or to enforce performance and observance of any term,
covenant or condition of this Lease applicable to Lessee.

    (b) The  Owner may, in addition to  or in lieu of taking such
action at  law or in equity  as it may otherwise  be entitled to,
terminate the  leasehold estate  created hereby by  giving Lessee
not less than forty-five  (45) days' prior written notice  of the
date Owner elects to make such termination effective (such notice
period is referred to as the "Standstill Period") and, subject to
the Lessee's rights under Section 24(e) below, the Owner may upon
or  after the completion  of the Standstill  Period repossess the
Leased   Property  without  further  notice,  either  by  summary
proceeding or other suitable action either at law or in equity or
otherwise,  and without  being  deemed guilty  of  any manner  of
trespass  and  without  prejudice  to any  remedies  which  might
otherwise be  used to demand, sue for  or collect arrears of Base

                               -52-







Rental and Additional Rental and any other accrued obligations of
Lessee under this Lease,  and Lessee hereby waives all  statutory
rights  (including without  limitation rights  of redemption,  if
any, to the extent such rights may be lawfully waived), provided,
however, that if  the Basic  Lease Term or  Extension Lease  Term
then  in effect  would  otherwise expire  during said  Standstill
Period,  such Basic Lease Term  or Extension Lease  Term shall be
extended to the  end of the Standstill Period and Lessee shall be
liable  for the  payment of  all Basic  Rent and  Additional Rent
during such extended rental period.  In calculating the amount of
any deficiency for which  Lessee shall be liable hereunder, there
shall  be included,  in addition  to Base  Rental and  Additional
Rental, the value of  all other considerations agreed to  be paid
or  performed by  Lessee under  this Lease.   In  calculating the
amounts  to be paid by Lessee pursuant to the foregoing sentence,
there shall  also  be  included all  of  the  Owner's  reasonable
expenses in connection with  any sale or reletting of  the Leased
Property, including, without limitation, all  repossession costs,
brokerage commissions,  fees for  legal services and  expenses of
preparing the  Leased Property  for such  sale  or reletting,  it
being  agreed  by Lessee  that the  Owner may,  but shall  not be
obligated  to, (A) relet the Leased Property or any other portion
thereof for  a term or terms  which may at the  Owner's option be
equal to  or less than or exceed the period which would otherwise
have constituted the balance of the Interim Lease Term, the Basic
Lease Term  or an  Extension Lease  Term then  in effect  and may
grant  such concessions  and  free  rent  as  the  Owner  in  its
reasonable judgment considers advisable or necessary to relet the
same, (B) make such alterations, repairs and decorations in or to
the  Leased Property  as  the Owner  in  its reasonable  judgment
considers  advisable or necessary to  sell or relet  the same, or
(C) keep the  Leased Property vacant.  No action  of the Owner in
accordance  with the foregoing or failure  to sell or relet or to
collect  rent upon  reletting shall  operate or  be  construed to
release or reduce Lessee's liability  hereunder except (i) that a
sale of  the Leased  Property   not subject  to this Lease  shall
terminate any further accruals of rent hereunder and Owner's only
remedy  in respect of such  rentals shall be  pursuant to Section
24(c)  below.  Upon the occurrence and during the continuation of
an  Event of  Default,  the  Owner  shall  also  be  entitled  to
foreclose  upon any  fixtures,  furniture or  equipment or  other
personalty which is part  of the Leased Property pursuant  to the
Uniform Commercial Code of New Jersey.

    (c) Whether  or not  Owner  shall  have exercised,  or  shall
thereafter  at  any  time  exercise,  any  of  its  rights  under
subsection (a) or (b)  above with respect to the  Leased Property
(but  subject  to Lessee's  rights  set  forth in  Section  24(e)
hereof), Owner, by written notice to  Lessee specifying a payment
date, may  demand that Lessee pay to  Owner, and Lessee shall pay

                               -53-







to  Owner,   on  the  payment  date  specified   in  such  notice
("Liquidated  Damage Payment  Date") which  shall not  be earlier
than the end of the Standstill Period and shall not be later than
the  end of the then  applicable Interim Lease  Term, Basic Lease
Term or  Extension Lease Term  (if the Standstill  Period expires
after  the applicable  Interim Lease  Term,  Basic Lease  Term or
Extension Lease Term, the Liquidated Damage Payment Date shall be
the  first  Business Day  after the  last  day of  the Standstill
Period), as liquidated damages for loss of a bargain and not as a
penalty (in lieu of  the Base Rental due for the  Leased Property
for  any Rental  Period  commencing after  the Liquidated  Damage
Payment Date and in lieu of the exercise by Owner of its remedies
under subsection  (b) above  in the  case of a  reletting of  the
Leased  Property  or  with  respect  to  a  sale  of  the  Leased
Property), the sum of (i) all  unpaid Base Rental payable for all
Rental  Periods  through  the  Liquidated  Damage  Payment   Date
specified in such notice, plus  (ii) all unpaid Additional Rental
due with respect  to such  Leased Property as  of the  Liquidated
Damage  Payment   Date,  plus  (iii)  an  amount   equal  to  the
Termination Value of such Leased Property computed as of the Rent
Payment  Date coincident  with or  next preceding  the Liquidated
Damage Payment Date,  or if  the Liquidated  Damage Payment  Date
occurs prior to the Basic Term Commencement Date, an amount equal
to one hundred percent (100%) of all Project Costs incurred as of
the  later of (A) Liquidated Damage Payment  Date or (B) the date
of  payment, plus,  to  the extent  such  amounts have  not  been
included   in  Project   Costs,   all   interest,   cost,   fees,
reimbursements and all  other amounts due  and payable either  to
Owner  or Lender  under the  Transaction Documents and  which are
incurred prior to  the date of payment,  and, on payment  of such
amounts, Owner shall convey  the Leased Property to Lessee  as an
Owner's Conveyance as provided in Section 32 below.

    (d) Subject  to Lessee's  rights under  Section  24(e) below,
Owner  may  exercise  any other  right  or  remedy  which may  be
available  to it under  applicable law or  proceed by appropriate
court  action to enforce the  terms hereof or  to recover damages
for  the breach hereof  or to rescind  this Lease.   The remedies
herein  conferred upon and reserved to the Owner are not intended
to be exclusive of  any other available remedy or  remedies which
the Owner may have at law  or in equity, but each and  every such
remedy  shall be  cumulative and  shall be  in addition  to every
other  remedy given under this Lease or now or hereafter existing
at law or  in equity. No delay or omission  to exercise any right
or power accruing upon any Event of Default shall impair any such
right or power or shall be construed to be a  waiver thereof, but
any such right  and power may be exercised from  time to time and
as often  as may  be deemed  expedient. In  order to  entitle the
Owner to exercise any remedy  reserved to it in this Section,  it
shall not be necessary to give any notice, other than such notice

                               -54-







as may be required in this Section.

    In  addition,  Lessee  shall be  liable  for  all  costs  and
expenses,  including  without limiting  the  generality   of  the
foregoing, reasonable  attorney's fees, incurred by  Owner or any
Assignee by  reason of the occurrence of  any Event of Default or
the exercise of Owner's  remedies with respect thereto, including
all costs and expenses incurred  in connection with the surrender
of the Leased Property in accordance with Section 33 hereof or in
placing  the Leased  Property in the  condition required  by said
Section.  No  express or implied waiver by Owner  of any Event of
Default shall in any  way be, or be construed to  be, a waiver of
any  future  or  subsequent Event  of  Default.    To the  extent
permitted by applicable law, Lessee hereby waives any  rights now
or  hereafter conferred by statute or otherwise which may require
Owner  to sell,  lease or  otherwise use  the Leased  Property in
mitigation of Owner's damages as set forth in this Section  24 or
which may otherwise  limit or  modify any of  Owner's rights  and
remedies in this Section 24.

    Notwithstanding any provision contained in  this Lease to the
contrary,  any  and  all remedies  available  to  Owner upon  the
occurrence  of an Event of Default  shall survive the termination
of this Lease.

    (e) If  the Owner  notifies  the  Lessee that  it  elects  to
repossess the Leased Property pursuant to Section 24(b) hereof or
to rescind the Lease pursuant to Section 24(d) hereof, the Lessee
shall be entitled to  require the Owner to exercise  the remedies
set forth in  Section 24(c)  hereof in lieu  of repossessing  the
Leased  Property or in lieu of rescinding the Lease by delivering
to the Owner  at any  time during the  Standstill Period  written
notice  of its election to  have the Owner  exercise its remedies
under  Section 24(c).  Unless the Owner specifies another date as
the  Liquidated  Damage  Payment  Date  pursuant  to  the  notice
required  under  Section  24(c)  hereof,  the  Liquidated  Damage
Payment Date shall  be the first Business Day after  the last day
of the  Standstill  Period.   If no  notice of  such election  by
Lessee is  received by  Owner within  the Standstill  Period, the
Owner  may  pursue the  remedies set  forth  in Section  24(b) or
Section 24(d) hereof.

    Section 25.  Owner's Right to Perform for  Lessee.  If Lessee
fails to make  any payment  of Additional Rental  required to  be
made by it hereunder or fails to obtain the insurance required by
Section 16 hereof or to  otherwise perform or comply with  any of
its material  agreements contained  herein, Owner may  (but shall
not  be  required) itself,  after  notice  to Lessee,  make  such
payment  or perform or comply with such agreement, and the amount
of  such payment  and the  amount of  the reasonable  expenses of

                               -55-







Owner incurred in connection with such payment or the performance
of or compliance with  such agreement, together with interest  on
all such amounts calculated at a per annum rate equal to the rate
equal to the Default Rate applicable under the Loan  shall be due
and payable  by Lessee upon  demand by Owner;  provided, however,
that no such payment, performance or compliance by Owner shall be
deemed to cure or waive any Event of Default hereunder.

    Section 26.   Expenses.  Lessee  agrees, whether  or not  the
transactions  contemplated by  this  Lease  are consummated,  but
solely to the  extent such  are incurred in  connection with  the
transactions contemplated under the Transaction  Documents (i) to
pay  the  fees  and  expenses  of  the  Trust  Company  (and  any
successors or co-trustees) for ordinary or extraordinary services
as  trustee   under  the  Trust  Agreement,   including,  without
limitation, the reasonable fees and expenses of its counsel, (ii)
all  fees and  expenses of  the Owner,  Beneficiary, Construction
Lender, the  Long-Term  Lender, LC  Issuer (except  that no  fees
shall  be payable  by the  Lessee or  any other  party to  the LC
Issuer  for the  issuance  of  the  Letter  of  Credit)  and  BFS
including,  without limitation, the  reasonable fees and expenses
of  their respective  counsel and  (iii) to  pay to  or reimburse
Owner,  Beneficiary, Construction  Lender,  Long-Term Lender,  LC
Issuer and BFS for (A)  the payment of lien searches,  filing and
transfer  fees,  and taxes,  fees  and expenses  relating  to the
titling  and registration of and  recording of this  Lease or any
mortgage,  collateral,   assignment  of  leases  and  rents,  UCC
financing  statements  and  any  other  security  documents  with
respect to the Leased Property incurred by or on behalf of Owner,
Construction  Lender,   Long-Term  Lender  and   LC  Issuer,  (B)
appraisal  fees,  engineering  fees,  environmental  assessments,
title insurance fees,  survey costs  and (C) all  other fees  and
expenses which the Owner  is obligated to pay in  connection with
the  negotiation and  documentation of,  and consummation  of the
transactions contemplated by, and  the ongoing performance of the
various  parties   under  this   Lease,  the   Construction  Loan
Documents,  the  Long-Term  Loan  Documents,  the  Investor  Loan
Documents,  the Construction  Agency  Agreement, the  Transaction
Documents, and any other instruments and documents related to the
transaction  described in  this Lease  and said  other documents,
including, without limiting the  generality of the foregoing, the
organization and qualification  of the Owner.  The  obligation of
Lessee to pay  all such  fees, expenses and  other amounts  shall
survive the termination of this Lease for any reason.

    Section  27.    Further Assurances.    Further  Assurances  .
Lessee  will promptly and duly  execute and deliver  to Owner and
any  Assignee  of  Owner  such other  documents  and  assurances,
including, without  limitation, such amendments to  this Lease as
may be reasonably required by Owner and by any Assignee of Owner,

                               -56-







and Uniform Commercial Code financing statements and continuation
statements, and will  take such  further action as  Owner or  any
Assignee of Owner  may from  time to time  reasonably request  in
order  to carry out more  effectively the intent  and purposes of
this Lease and to  establish and protect the rights  and remedies
created or  intended to be created  in favor of Owner  and of any
Assignee  of  Owner  and   their  respective  rights,  title  and
interests in and to the Leased Property or portions thereof.

    Owner, at Lessee's  sole cost and expense,  will promptly and
duly  execute and deliver to Lessee and any permitted assignee of
Lessee such other  documents and  assurances, including,  without
limitation, such amendments  to this Lease  as may be  reasonably
required by Lessee and  by any permitted assignee of  Lessee, and
will take such further action as Lessee or any permitted assignee
of  Lessee may from  time to time reasonably  request in order to
carry  out more effectively the intent and purposes of this Lease
and to establish and  protect the rights and remedies  created or
intended to be  created in favor of  Lessee and of  any permitted
assignee  of  Lessee  and  their  respective  rights,  title  and
interests in and to the Leased Property or portions thereof.

    Section 28.  Notices.   All notices provided for  or required
under  the terms and provisions  hereof shall be  in writing, and
any  such  notice shall  be  deemed  given  (a)  when  personally
delivered, (b)  when deposited in  the United States  mails, with
proper postage  prepaid, for  first class certified  mail, return
receipt requested, or (c) when delivered by an overnight  courier
service, addressed (i) if to Owner or Lessee, at their respective
addresses as set forth below or  at such other address as  either
of them  shall, from time  to time,  designate in writing  to the
other,  and  (ii) if  to  any Assignee,  to the  address  of such
Assignee as such Assignee shall designate in writing to Owner and
Lessee.

    If to Owner:

    First Fidelity Bank, National Association, trustee
    c/o First Fidelity Bank
    10 State House Square
    Hartford, Connecticut  06103
    Attn:  W. Jeffrey Kramer

    With a copy to:

    James G. Scantling, Esq.
    Bingham, Dana & Gould
    100 Pearl Street
    Hartford, Connecticut  06103-4507


                               -57-







    If to Lessee:

    Tiffany and Company
    727 Fifth Avenue
    New York, NY  10022
    Attn: General Counsel

    With a copy to:

    Tiffany and Company
    5 Sylvan Way
    Parsippany, New Jersey  07054
    Attn:  Assistant Treasurer

    Copies of  any notices sent  either to Owner  or Lessee shall
be delivered to each Assignee and to the LC Issuer.  Notices sent
to the LC Issuer shall be sent to the address set forth below:

    BOT Financial Corporation
    125 Summer Street
    Boston, Massachusetts  02110
    Attn: Senior Vice President-Administration

    Section  29.   Lessee's Extension  Lease  Options and  End of
Term Purchase Options.

    (a) If  (i) if no Default and  no Event of Default shall have
occurred and  be continuing; and (ii)   this Lease shall not have
been earlier  terminated, Lessee shall be entitled, at its option
upon written notice  to Owner, as hereinafter  provided, to enter
into  the Basic Lease Term if all  of the conditions set forth in
Section 4(a) hereof  have been met and  Owner is not entitled  to
terminate the leasehold estate pursuant to Section 4(c) hereof at
the  expiration of  the Interim  Lease Term  and after  the Basic
Lease  Term Expiration Date, to extend this Lease annually for up
to nine consecutive Extension  Lease Terms of one (1)  year each.
The  Lessee shall be conclusively deemed to have elected to enter
into the Basic Lease Term unless Lessee shall give written notice
to  Owner on or  prior to January  31, 1996 that  Lessee will not
enter  into the Basic Lease Term.  The first Extension Lease Term
will commence  on the day  immediately following the  Basic Lease
Term Expiration  Date, and  each succeeding Extension  Lease Term
will  commence on the day  immediately following the  last day of
the  immediately preceding  Extension  Lease Term.    All of  the
provisions  of  this  Lease   shall  be  applicable  during  each
Extension Lease Term.   Except during  the ninth (9th)  Extension
Lease Term, this Lease shall be deemed automatically extended for
the succeeding Extension Lease Term  without the necessity of any
notice or the taking of any other action unless Lessee shall give
written notice to Owner that Lessee does not elect to  extend the

                               -58-







Lease for the next succeeding Extension Lease Term at least three
hundred and  sixty-five (365) days prior  to the last  day of the
then  current Term.   Unless  Lessee has  exercised its  purchase
option under Section 4(c)  or Section 29(b) hereof or  Lessee has
delivered to Owner a Nonreturn Option Notice or  has issued or is
deemed to have issued  a Special Nonreturn Option Notice,  in the
event Lessee elects not to enter into the Basic Lease  Term or to
exercise  said  extension option  the  Leased  Property shall  be
returned to Owner in accordance with the provisions of Section 34
hereof, in  which case  the  provisions of  Section 31(b)  hereof
shall  apply(unless  delivered to  a  bidder  in accordance  with
Section 30(b)  hereof, in  which case  the provisions  of Section
31(a)  shall apply).   If  the Leased  Property  has not  been so
returned  or  delivered to  Owner on  the  last day  of  the then
effective Interim Lease Term, Basic Lease Term or Extension Lease
Term, as  the  case may  be,  Lessee shall  pay Base  Rental  and
Additional Rental  payable as  provided in Section  34(f) hereof.
If Lessee  elects not to enter  into the Basic Lease  Term or has
not  renewed this Lease for  an Extension Lease  Term as provided
above, then during the period from February 1, 1996 to the end of
the Interim  Lease Term and  during the three  hundred sixty-five
(365)-day period preceding the  date on which the  then effective
Basic  Lease Term or  Extension Lease Term,  as the case  may be,
shall terminate or  expire, Owner may, subject to  all applicable
governmental  laws,  rules   and  regulations,  place   signs  in
locations  on  the  grounds  in  front  of  the  Leased  Property
advertising that the same will be available for rent or purchase.

    (b) If (i)  no Default  and no  Event of  Default shall  have
occurred and  be continuing which,  in the reasonable  opinion of
the Owner, materially  and adversely affects  the ability of  the
Lessee to effect  a purchase  of the Leased  Property under  this
Lease,  and  (ii)   this  Lease  shall  not  have   been  earlier
terminated, Lessee shall be entitled, at its option, upon written
notice  to Owner,  as hereinafter  provided, to  purchase Owner's
interest  in the Leased  Property in  accordance with  Section 32
hereof, on the  then applicable Termination  Date, for an  amount
equal to the Purchase Price applicable to the Interim Lease Term,
Basic  Lease Term  or Extension  Lease Term  thereof then  ending
(i.e.,  the  Termination Date),  plus, in  the event  that Lessee
exercises its purchase option  hereunder prior to the end  of the
Maximum Term, the Reinvestment Premium, if any.  To exercise said
purchase option,  Lessee shall  give written  notice to Owner  to
such effect at least three hundred sixty-five (365) days prior to
the expiration of the then current Term.  If Lessee gives written
notice of  its exercise of its  right to purchase  to Owner, such
notice  shall  constitute  a  binding  obligation  of  Lessee  to
purchase  the Leased Property and to pay Owner the Purchase Price
and, if  applicable, the Reinvestment Premium  on the Termination
Date.  Notwithstanding the provisions of Section 19 above, Lessee

                               -59-







may freely assign its option to purchase to any third party.

    Section 30.  Third Party Sale of Leased Property.

    (a) Remarketing  Obligations.   If  Lessee does  not exercise
either its  option to to enter into the Basic Lease Term or renew
this  Lease or  its option  to purchase  the Leased  Property and
regardless of whether the Lessee has delivered a Nonreturn Option
Notice,  then Lessee shall  have the obligation  during the final
three hundred sixty-five (365) days of the then current Term (the
"Remarketing  Period"),  to   use  such  commercially  reasonable
efforts as would be made by a self- interested property owner  in
the area to  actively market commercial  property to obtain  bona
fide bids for the Leased Property from prospective purchasers who
are  financially capable  of purchasing  the Leased  Property for
cash on an as-is, where-is basis, without recourse or warranty on
the  terms  and  conditions  set   forth  in  Section  32  hereof
applicable to Owner Conveyances.  The Lessee shall be responsible
for hiring brokers  who shall be  reasonably acceptable to  Owner
and promptly upon Owner's request, shall permit inspection of the
Leased   Property  and any  maintenance records  relating to  the
Leased Property  by Owner, Assignee or  any potential purchasers,
and shall otherwise do  all things necessary to sell  and deliver
possession of the  Leased Property  to any purchaser.   All  such
marketing of  the  Leased  Property shall  be  at  Lessee's  sole
expense.   The  Lessee shall  allow the  Owner and  any potential
purchaser access to the Leased  Property for purposes of  showing
the same.  All bids  received by Lessee prior  to the end of  the
Basic Lease Term, or Extension Lease Term if applicable, shall be
immediately  certified to  Owner  in writing,  setting forth  the
amount  of such  bid and the  name and  address of  the person or
entity submitting such bid.  Notwithstanding the foregoing, Owner
shall have  the right, but  not the obligation, to  seek bids for
the Leased Property during the Remarketing Period.

    (b) Delivery of  Leased Property  to Third Party Buyer.   Not
later than the Termination Date, Lessee shall deliver the  Leased
Property to the  bidder, if  any, who shall  have submitted  such
highest  bid  during  the  Remarketing Period,  and  Owner  shall
simultaneously  therewith  sell  (or   cause  to  be  sold),  its
ownership in such Leased Property to such bidder,  provided, that
Owner  shall  not be  obligated to  sell  the Leased  Property if
either (x) all of the conditions set  forth in Sections 29(b), 32
and 33 have not been complied with on or  before such Termination
Date or (y) the Net Proceeds of Sale of the Leased Property would
be less than the Maximum  Owner Risk Amount applicable as  of the
Termination Date; and, further provided, that in any event, Owner
shall  not  sell  the  Leased Property  under  the  circumstances
described  in clause (y) without the prior written consent of the
LC Issuer.   The Net  Proceeds of Sale  shall be retained  by the

                               -60-







Owner.   This  Section 30(b) is  for the  benefit of,  and may be
enforced by, LC Issuer as a third party beneficiary.

    (c) Delivery of  Appraisals and  Reports.   Owner shall  have
the  right in  its sole  discretion, but  not the  obligation, to
retain a third party as its agent for the purpose  of determining
compliance  of the  Lessee with  the conditions  applicable  to a
return of the Leased Property pursuant to Section 34, at Lessee's
cost and expense.  Upon the request of Owner and at Lessee's sole
cost  and  expense, Lessee  shall  provide Owner  with  a written
report  describing in  reasonable detail Lessee's  efforts during
the  Remarketing Period to obtain  bona bids for  the purchase of
the Leased Property, including  a list of all  Persons approached
for  the  purpose  of  soliciting  bids  to  purchase the  Leased
Property.

    (d) Nonreturn Option  Notice.   If Lessee  does not  exercise
either its  option to enter into the Basic Lease Term or to renew
this Lease or its option to  purchase the Leased Property at  the
end  of the  Term  and if  no  Default or  Event  of Default  has
occurred and  is continuing, then at any time on or prior to July
31, 1996, if the Termination Date is to occur prior  to the Basic
Term Commencement Date, or one-hundred eighty (180) days prior to
the last  day of the then  current Basic Lease  Term or Extension
Lease Term, as  the case may  be, the Lessee  may deliver to  the
Owner  a written notice that  on the Termination  Date either the
Leased Property will be sold  to a third party pursuant to  a bid
which meets the requirements of Section 30(b) above or the Lessee
shall purchase  the Leased Property  for the full  Purchase Price
and Reinvestment Premium,  if any.  The  written notice described
in the preceding sentence  is referred to as a  "Nonreturn Option
Notice."  If  the Lessee  delivers a Nonreturn  Option Notice  to
Owner and  the Lessee desires  to sell the  Leased Property  to a
third party, it  shall be  required to submit  a third-party  bid
which  meets the  requirements  of Section  30(b)  no later  than
thirty  (30) days prior  to the Termination  Date; otherwise, the
Lessee  shall be obligated to purchase the Leased Property on the
Termination  Date as  if it  had elected  to purchase  the Leased
Property pursuant to Section 29(b).

    Section 31.  End of Term Adjustment.

    (a) This Section  31(a) shall  apply only  if a  sale of  the
Leased  Property  has  been  consummated   on  or  prior  to  the
Termination  Date pursuant to Section  30(b) hereof.   If the Net
Proceeds of  Sale of the Leased  Property from a sale  to a third
party are less than  the Purchase Price of the Leased Property as
of such Termination Date, Lessee  shall, on the Termination Date,
pay  to  Owner  as an  End  of  Term  Adjustment, in  immediately
available  funds,   an  amount   equal  to  such   deficiency  (a

                               -61-







"Deficiency")  as an  adjustment to the  Rent payable  under this
Lease;  provided, however, that if all of the Limited Lessee Risk
Conditions have been met, the amount of the Deficiency payable by
Lessee with respect to  the Leased Property shall not  exceed the
Maximum  Lessee Risk Amount then applicable.  If the Net Proceeds
of Sale of the  Leased Property exceed the Purchase  Price, Owner
shall  pay  to  Lessee an  amount  equal  to  such excess  as  an
adjustment  to  the  Rent  paid  or  payable  under  this  Lease;
provided, however, that  Owner shall  have the   right to  offset
against such adjustment payable by Owner, any other amounts  then
due and payable from Lessee to Owner hereunder or under any other
agreements  between Owner and Lessee.   Lessee shall  also pay to
Owner on the Termination Date the Base Rental due and payable for
the Leased Property on the Termination Date, plus  all Additional
Rental then due and owing.   Owner's obligation to sell (or cause
to be sold) the Leased Property to a third party under Section 30
is contingent upon the receipt of the amounts, if any, payable by
Lessee pursuant to this Section 31(a) and Section 31(c).

    (b) If  upon the expiration  of the  Interim Lease  Term, the
Basic  Lease Term  or  any  Extension  Lease  Term  or  upon  any
Termination Date,  Lessee does  not purchase the  Leased Property
pursuant to Section 4(c) or Section 29 hereof, a third party sale
is  not consummated  in accordance  with  Section 30  hereof, the
Lessee does not elect to enter into the Basic Lease  Term or does
not extend the Term of the Lease by an Extension Term pursuant to
Section 29(a) hereof, then Lessee shall, on the Termination Date,
pay to Owner as an End of Term Adjustment as an adjustment to the
rent payable under this Lease, an amount equal to (i) the Maximum
Lessee Risk Amount then  applicable if all of the  Limited Lessee
Risk Conditions have been met, or (ii) the Purchase Price, if all
of the Limited Lessee Risk Conditions have not been met, plus, in
either case, the Base  Rental due and payable on  the Termination
Date, plus all  Additional Rental then due and  owing.  The total
selling price realized from any sale of the Leased Property after
the  Termination Date shall be  retained by Owner.   Lessee shall
remain  liable for the payment  of, and upon  the consummation by
Owner  of the sale of  the Leased Property  after the Termination
Date, Lessee shall pay or reimburse Owner for the payment of, all
applicable  sales,  excise, transfer,  recording  or  other taxes
imposed as  a result  of such  sale, and  fees  and all  expenses
incurred  by Owner as a  result of such  sale, including, without
limitation,  expenses incurred  in  titling  and registering  the
conveyance  of  Owner's  title  to  the  Leased  Property,  title
insurance fees and expenses and fees and expenses of counsel, but
the Lessee  shall not be required  to pay or  reimburse Owner for
any tax based upon or measured solely by Owner's or Beneficiary's
gross, net or taxable income realized upon such sale or any taxes
payable in the nature of capital gains, unless any such tax is in
lieu  of or  a  substitute for  any  sales, excise,  transfer  or

                               -62-







recording  taxes imposed  as a  result  of a  sale of  the Leased
Property. 

    (c) If  the Lender  submits a draw  request to  the LC Issuer
for  payment  of  the  Letter  of  Credit  and there  is  a  Draw
Conditions  Failure, such shall constitute an Event of Default by
Lessee hereunder, but the  occurrence of an Event of  Default for
such reason shall  not operate as a  limitation or waiver  of any
rights that  Owner,  Beneficiary or  Lessee may  have against  LC
Issuer for wrongful dishonor, and in such event, (i) Owner agrees
to take all actions (and agrees to cause the  Beneficiary and any
Assignee to  take all actions)  which are reasonably  required to
preserve any claims against  the LC Issuer and (ii)  upon payment
in full of all amounts due  from Lessee at the expiration of this
Lease,  the  Owner   shall  assign  (and  agrees  to   cause  the
Beneficiary and any Assignee to assign) all of its rights against
LC Issuer  to the Lessee.   If an  Event of Default  described in
Section 23(i) hereof shall have occurred by reason of the Owner's
default under the  Reimbursement and  Remarketing Agreement,  the
Lessee  shall be subrogated to the LC Issuer's rights against the
Owner and Leased Property,  all as provided in Section 13  of the
Reimbursement and Remarketing Agreement.

    (d) In the event a  Termination Date occurs prior to the last
day of the Maximum Term hereof, Lessee shall pay to  Owner on the
Termination Date, in addition to any other obligations hereunder,
the Reinvestment Premium, if any

    (e) If (A),  as of  the Termination  Date,  the Lessee  shall
have met all of the Limited Lessee Risk Conditions and the Lessee
shall not have  received notice of the occurrence of  an Event of
Default  described in Section 23(i)  hereof, and (B)  an Event of
Default described in Section  23(i) hereof subsequently occurs on
or  after  the Termination  Date, then  the  Lessee shall  pay in
immediately  available funds  and on  demand from  Owner (or  its
Assignee)  an amount equal to the difference, if any, between (x)
the amount  which would have  been payable  by the Lessee  on the
Termination  Date under Section 31(a)  or 31(b) hereof  as if the
Limited Lessee  Risk Conditions were not met  as of such date and
(y)  the amount actually paid  by Lessee on  the Termination Date
pursuant to Section 31(a)  or 31(b) hereof, plus interest  at the
Default   Rate  on  such  difference  for  the  period  from  the
Termination Date to the date of payment.

    Section 32.   Procedure for  Owner Conveyance.   In the event
of  an Owner Conveyance, the terms and conditions of this Section
32 shall apply.  On the closing date for such transfer:

    (i) (A)  The Owner  shall have  received all amounts  due and
payable to it under the  applicable provisions of this Lease, and

                               -63-







without limitation  of the foregoing, Lessee shall  have paid all
Basic Rental and  Additional Rental  and all other  sums due  and
payable  by  Lessee  under  this   Lease,  through  the  date  of
consummation of the  transfer, in each case in funds  of the type
specified and otherwise in accordance with Section 33 hereof.

    (ii)     Each  Owner's Conveyance shall be made by  a good and
sufficient bargain  and sale deed,  or such other  instruments as
may be appropriate in the circumstances, which shall transfer all
of the Owner's interest in the Leased Property to Lessee or third
party,  as the case may be.  OWNER'S TRANSFER OF ITS OWNERSHIP IN
THE LEASED PROPERTY SHALL BE ON AN AS-IS, WHERE-IS BASIS, WITHOUT
ANY REPRESENTATION  OR WARRANTY, EITHER EXPRESSED  OR IMPLIED, AS
TO  THE DESIGN,  CONDITION,  QUALITY, CAPACITY,  MERCHANTABILITY,
HABITABILITY, DURABILITY,  SUITABILITY OR  FITNESS OF  THE LEASED
PROPERTY  FOR  ANY  PARTICULAR   PURPOSE,  OR  ANY  OTHER  MATTER
CONCERNING THE  LEASED PROPERTY OR  ANY PORTION THEREOF.   LESSEE
AND,  IF  APPLICABLE,  ANY  THIRD  PARTY  SHALL WAIVE  ANY  CLAIM
(INCLUDING  ANY CLAIM  BASED ON STRICT  OR ABSOLUTE  LIABILITY IN
TORT OR INFRINGEMENT) IT  MIGHT HAVE AGAINST OWNER FOR  ANY LOSS,
DAMAGE (INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGE)  OR EXPENSE
CAUSED BY THE LEASED PROPERTY OR BY LESSEE'S LOSS  OF USE THEREOF
FOR ANY REASON WHATSOEVER.   Owner shall  convey all of its  then
right, title and interest in and to the Leased Property to Lessee
or third party, as  the case may be, free and  clear of any Owner
Liens (other than  Permitted Liens), and any  liens securing debt
incurred by  Owner, whether recourse or  otherwise, including but
not limited to the  Construction Loan and the Long-Term  Loan and
any  replacements  for  or additions  to  the  foregoing,  but NO
REPRESENTATION  OR  WARRANTY SHALL  BE MADE  BY  OWNER AS  TO THE
EXISTENCE  OF  ANY  OTHER LIENS  OR  ENCUMBRANCES  ON THE  LEASED
PROPERTY AS OF THE DATE OF SALE.

    (iii)    The Lessee shall  have paid all charges and  expenses
incident to the  transfer of  the Leased Property  in an  Owner's
Conveyance,  including, without  limitation, all  transfer taxes,
recording fees,  title insurance premiums and  federal, state and
local taxes arising as a  result of such transfer.  Lessee  shall
have paid all fees  and expenses of Owner's counsel  and Lender's
counsel incurred by reason of the transfer.

    Section 33.   Time of  the Essence; Manner  of Payment.   The
provisions of this Lease  requiring the payment by Lessee  to the
Owner  or to any third party,  whether such payments are for Base
Rental, Additional Rental, Termination Value, Purchase Price, End
of Term  Adjustment, Maximum Lessee Risk Amount,  Late Charges or
otherwise are  of the essence of  this Lease, and time  is of the
essence for  any payment and  performance of such  obligations of
Lessee set  forth  herein.   All  payments to  be made  to  Owner
hereunder shall  be in immediately  available funds paid  by wire

                               -64-







transfer  to  an  account  designated  by  Owner,  or  at Owner's
request, by certified or cashier's check.

    Section 34.  Return of Leased Property.

    (a) Upon the  expiration or earlier  termination of the  Term
(unless  Lessee has  purchased  the Leased  Property pursuant  to
Section 4(c) or Section  29 hereof, or has delivered  a Nonreturn
Option Notice or has issued or is deemed to have issued a Special
Nonreturn Option  Notice), Lessee  will vacate and  surrender and
deliver possession of the Leased Property to Owner in broom clean
condition and in the condition required pursuant to Section 13(a)
hereof.  Lessee shall remove from the Leased Property on or prior
to  such expiration  or  earlier termination  of this  Lease, all
personal property,  furniture and fixtures (other  than equipment
and  fixtures which form a part of the building systems) situated
thereon which is not the property of Owner, and shall  repair any
damage caused by  such removal.   Property not  so removed  shall
become the property of  Owner, and Owner may cause  such property
to  be  removed from  the Leased  Property  and disposed  of, and
Lessee  shall pay  the reasonable  cost of  any such  removal and
disposition and of repairing any damage caused by such removal.

    (b) Except  for  surrender upon  the  expiration  or  earlier
termination of the  Term hereof,  no surrender to  Owner of  this
Lease  or  of the  Leased Property  shall  be valid  or effective
unless  agreed  to  and accepted  in  writing  by  Owner and  any
Assignee of Owner.

    (c) Without limiting the  generality of  the foregoing,  upon
the  surrender  and  return of  the  Leased    Property to  Owner
pursuant to this  Section 34,  the Leased Property  shall (i)  be
capable of being immediately  utilized by a third-party purchaser
or third-party lessee  without further inspection,  construction,
repair,  replacement,  alterations  or   improvements,  licenses,
permits, or approvals, except for  any of the foregoing  required
solely by virtue of the change  in ownership (other than to Owner
or Assignee), use or occupancy of the Leased Property, (ii) be in
accordance   and  compliance  with  all  Legal  Requirements  and
Environmental Legal Requirements  including, without  limitation,
any of the foregoing required by virtue of a change in ownership,
use or occupancy  of the  Leased Property other  than to  Lessee,
(iii) be free  and clear of all  Liens, other than any  Permitted
Liens and Owner  Liens and  any liens securing  debt incurred  by
Owner, whether  recourse or otherwise, including  but not limited
to  the Construction  Loan, the Investor  Loan and  the Long-Term
Loan and any replacements for or additions to the foregoing.

    (d) On  or prior to the date  of such surrender and return of
the Leased  Property, Owner shall  have received from  Lessee, at

                               -65-







Lessee's  expense,  evidence  satisfactory   to  Owner  and  each
Assignee, of compliance with  the provisions of this Section  34,
including without limitation, an environmental assessment for the
Leased Property  addressed in form and  substance satisfactory to
Owner and each Assignee or, in lieu of addressing to such parties
directly,  accompanied  by a  letter  permitting  Owner and  each
Assignee to  rely thereon, performed by  an independent, licensed
professional engineer  satisfactory to  Owner and  each Assignee,
and  which  assessment  (x)  shall  be  sufficient  in  scope  to
determine  compliance with  the  applicable  Environmental  Legal
Requirements,   (y)   shall  reveal   no   actual  or   potential
environmental liabilities which cannot be remediated by Lessee as
provided  in  the   following  clause  (z),   and  (z)  if   such
environmental assessment reveals the need for  additional review,
Lessee  shall  have  provided   such  additional  information  or
environmental  assessments  as are  required  by  Owner and  each
Assignee  and,  subject to  Section  20  hereof, any  remediation
recommended therein  to be  performed shall have  been performed,
and evidence of compliance with Section 34(c)(ii).

    (e) Upon such return of the Leased Property  to Owner, Lessee
shall deliver to Owner a then current title insurance policy or a
binding commitment to issue a title insurance policy written by a
title insurance company reasonably  acceptable to Owner, insuring
good and marketable  title in  the Leased Property  in an  amount
equal to the  Termination Value determined as  of the Termination
Date,  unencumbered except  for Owner  Liens or  Permitted Liens.
Upon  the request of Owner, Lessee shall continue to maintain its
insurance policies for the Leased Property required under Section
15 hereof if  able to do so  on a commercially  reasonable basis,
provided  that Owner pays or  reimburses Lessee for  its pro rata
costs thereof.

    (f) Until  the Leased Property has been returned  to Owner in
the condition  required under  Section 34(a) through  (d) hereof,
Lessee shall continue to  pay Owner, on the  same dates on  which
Base  Rental was  payable  during the  Basic  Lease Term  or  any
Extension  Lease Term thereof, 125%  of the Base  Rental that was
payable on the  last Rent Payment  Date of the  Basic Lease  Term
thereof,  or if  the Term  has been  renewed pursuant  to Section
29(a) hereof, 125%  of the same Base  Rental that was  payable on
each  Rent Payment  Date during  the  last Extension  Lease Term,
plus, in each  case, all  Additional Rental for  which Lessee  is
liable applicable to such periods.

    (g) The provisions of this Section  34 are of the  essence of
this Lease, and any  breach thereof shall be  deemed an Event  of
Default hereunder,  and upon application  to any court  of equity
having jurisdiction in the premises, Owner shall be entitled to a
decree  against  Lessee  requiring specific  performance  of  the

                               -66-







covenants of Lessee set forth in this Section 34.

    Section  35.    Financial  Information.    Lessee  agrees  to
furnish Owner (a)  as soon as available, and in  any event within
105 days after the last day of each fiscal year of Lessee, a copy
of the balance sheet  of Lessee's Parent on a  consolidated basis
as  of  the end  of such  fiscal  year, and  related consolidated
statements of income and retained earnings of Lessee's Parent for
such fiscal  year, certified  by an independent  certified public
accounting  firm of  recognized standing,  each on  a comparative
basis with  corresponding statements  for the prior  fiscal year,
and a copy of Lessee's Parent's form 10-K, if any, filed with the
Securities  and Exchange  Commission  for such  fiscal year;  (b)
within  50 days  after the  last day  of each  fiscal  quarter of
Lessee's  Parent (except the last such fiscal quarter), a copy of
the balance sheet as of the end of such quarter, and statement of
income  and retained earnings covering the fiscal year to date of
Lessee Parent  on  a consolidated  basis, each  on a  comparative
basis with the  corresponding period  of the prior  year, all  in
reasonable detail  and certified by   the treasurer  or principal
financial officer  of Lessee's  Parent, together  with a  copy of
Lessee's Parent's form  10-Q, if any,  filed with the  Securities
and   Exchange  Commission   for   such  quarterly   period;  (c)
contemporaneously  with its  transmittal to  each stockholder  of
Lessee's Parent  and to  the Securities and  Exchange Commission,
all  such  other financial  statements  and  reports as  Lessee's
Parent shall send to  its stockholders and to the  Securities and
Exchange Commission; (d) as soon as available to Lessee's Parent,
the notice of any material adjustment resulting from any audit of
the  books  and/or  records  of Lessee's  Parent  by  any  taxing
authority having jurisdiction over  Lessee's Parent; and (e) such
additional  financial information as Owner may reasonably request
concerning Lessee's Parent.

    Section 36.   Recording.   Lessee will execute,  acknowledge,
deliver and cause to be recorded or filed in the manner and place
required by any present  or future law, a memorandum  hereof, and
all other  instruments, including, without  limitation, financing
statements, continuation statements, releases and  instruments of
similar character,  which shall be reasonably  requested by Owner
or any Assignee  as being  necessary or appropriate  in order  to
protect Owner's or Assignee's  respective interests in the Leased
Property  or  to publish  notice of  or  to create,  maintain and
protect  the lien and security interest intended to be created by
the mortgage securing the Loan and the other obligations of Owner
to  Lender  upon,  and the  interest  of  Lender  in, the  Leased
Property.   If Lessee shall fail to  comply with this Section 36,
Owner  shall be and is hereby irrevocably appointed the agent and
attorney  in  fact  of  Lessee,  to comply  therewith,  but  this
sentence  shall not prevent any default in the observance of this

                               -67-







Section 36 by  Lessee from  constituting an Event  of Default  in
accordance  with the provisions of this Lease.  Lessee may record
a memorandum hereof whether or not requested by Owner.

    Section 37.  No Reliance.   Lessee and Owner  hereby mutually
acknowledge that in negotiating  the terms of this Lease  and all
other related agreements and documents, each has sought, obtained
and relied  exclusively upon such accounting,  actuarial, tax and
legal advice from its own or  other independent sources as it has
deemed necessary,  and further acknowledges that  neither Lessee,
Owner, Lender,  LC Issuer, BFS  or any Assignee nor  any of their
respective affiliates or  personnel has represented or  warranted
the legal,  tax, economic,  accounting, or other  consequences of
the  terms  and  provisions  hereof  and  of  the  other  related
agreements and documents.

    Section  38.   Miscellaneous.   Any provision  of this  Lease
which is  prohibited or unenforceable in  any jurisdiction shall,
as to such  jurisdiction, be  ineffective to the  extent of  such
prohibition   or   unenforceability   without   invalidating   or
diminishing Owner's rights under the remaining provisions hereof,
and any such prohibition  or unenforceability in any jurisdiction
shall not  invalidate or  render unenforceable such  provision in
any  other jurisdiction.  To the  extent permitted  by applicable
law,  Lessee hereby waives any provision of law which renders any
provision  of  this  Lease  prohibited or  unenforceable  in  any
respect.    In  no  event shall  any  amounts  payable hereunder,
whether payable  as Base Rental, Additional  Rental or otherwise,
exceed any limits imposed  by applicable law.  To  the extent any
amounts received  by Owner exceeds the  maximum amount permitted,
such  payment  shall be  credited to  future Base  Rental payable
hereunder or at Owner's  option, be refunded to Lessee.   No term
or provision  of  this Lease  may  be amended,  altered,  waived,
discharged  or terminated  orally, but  may be  amended, altered,
waived, discharged or terminated only by an instrument in writing
signed  by a duly authorized  officer of the  party against which
the enforcement  of the amendment,  alteration, waiver, discharge
or termination is sought.  A waiver on any one occasion shall not
be  construed  as a  waiver on  a future  occasion.   All  of the
covenants,  conditions  and obligations  contained in  this Lease
shall be  binding upon  and shall  inure to  the  benefit of  the
respective  successors and assigns  of Owner and  (subject to the
restrictions  of  Section 19  hereof)  Lessee.   This  Lease, the
Construction  Agency  Agreement   and  each  related  instrument,
document, agreement and certificate, collectively  constitute the
complete and exclusive  statement of the  terms of the  agreement
between  Owner  and Lessee  with respect  to  the leasing  of the
Leased  Property, and cancel and supersede any and all prior oral
or written understandings with respect thereto. 


                               -68-







    Section 39.   Venue; Governing Law.   Lessee  agrees that  at
Owner's sole election any  suit, action or proceeding brought  by
Owner  against Lessee in connection  with or arising  out of this
Lease  may be brought in any federal  or state court in the State
of  New Jersey, and Lessee waives personal service of all process
upon it  and consents that service of process may be made by mail
or  messenger directed to it  at its address  set forth above and
that service  so made  shall be deemed  to be completed  upon the
earlier of actual receipt or three  (3) days after the same shall
have  been posted  to  Lessee's  said  address.   Nothing  herein
contained shall  affect  Owner's right to serve legal  process in
any other manner permitted by law or to bring any suit, action or
proceeding  against Lessee or its  property in the  courts of any
other jurisdiction. This Lease shall in all respects  be governed
by, and constructed in accordance with,  the laws of the State of
New Jersey,  including all  matter of construction,  validity and
performance.

    Section 40.   Estoppel Certificate.  Lessee  agrees from time
to time, upon  not less than ten (10) days'  prior written notice
from  Owner, Lender  or LC  Issuer, to  execute, acknowledge  and
deliver  to  Owner,  Lender or  LC  Issuer  or  any other  Person
designated by Owner, Lender  or LC Issuer  , a statement in  form
and substance  reasonably satisfactory  to the  Person requesting
same certifying that this  Lease is unmodified and in  full force
and  effect (or if there have been modifications, that this Lease
is  in  full  force  and  effect  as  modified  and  stating  the
modifications),  the dates  to which  Base Rental  and Additional
Rental  have been paid, and  stating whether or  not, to the best
knowledge of the signer  of the certificate, Owner is  in default
in performance of  any covenant, agreement  or condition in  this
Lease  and,  if so,  specifying each  such  default of  which the
signer  may  have knowledge,  it  being  intended  that any  such
statement may be relied upon by any prospective purchasers of the
Leased  Property, any assignee of  Owner, Lender or  LC Issuer or
any prospective mortgage lender.

    Section  41.   Survival  of Representations,  Warranties  and
Covenants.       All   representations,  warranties,  agreements,
covenants and obligations of Lessee herein are material, shall be
deemed to have  been relied upon by  Owner, and, unless  by their
express terms expire  as of  an earlier date,  shall survive  and
continue in full force  and effect notwithstanding the expiration
or  earlier  termination  of this  Lease  in  whole  or in  part,
including the expiration or termination of the  Term with respect
to the Leased Property.

    Section 42.  Nonrecourse.

    (a) Any   provision   of   this   Lease   to   the   contrary

                               -69-







notwithstanding, the  liability of  the Owner hereunder,  if any,
shall be  satisfied solely from the  assets held in  trust by the
Owner,  including the  Leased Property.   This  Lease is  a trust
obligation  of the  Owner,  and no  recourse  under or  upon  any
representation,  warranty,  obligation,  covenant   or  agreement
contained  herein or  for any  claim based  hereon or  in respect
hereto  shall be had against any past, present or future trustee,
co-trustee, beneficiary, settlor, officer,  employee or agent, as
such,  of  the  Owner  or  any  of  their  respective  assets  or
properties.

    (b) It  is expressly  understood and  agreed  by the  parties
hereto that (i)  this Lease  is executed and  delivered by  First
Fidelity   Bank,  National   Association,  not   individually  or
personally but solely as trustee under the Trust Agreement 1995-1
dated as of July 1, 1995 with the Beneficiary in  the exercise of
powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and  agreements herein made  on the
part   of  the  Owner  is  made  and  intended  not  as  personal
representations,  undertakings and  agreements by  First Fidelity
Bank,  National Association,  but is  made and  intended for  the
purpose for binding only the Owner as the trustee under the Trust
Agreement,  (iii) under  no  circumstances shall  First  Fidelity
Bank, National Association, be  personally liable for the payment
of  any indebtedness or expenses of the  Trustee or be liable for
the breach or failure of any obligation, representation, warranty
or covenant made or undertaken by the Owner under this Lease.

    IN WITNESS WHEREOF, the parties hereto have caused this
Lease to be duly executed under seal by their duly authorized
representatives effective as of the date first written above.

        First Fidelity Bank, National Association,
        not in its individual capacity but solely as
        Trustee under Trust Agreement 1995-1
        dated as of July 1, 1995
        (Owner)

        _________________________________
        By:______________________________
        Title:____________________________

        TIFFANY AND COMPANY
        (Lessee)
        _________________________________
        By:______________________________
        Title:_____________________________

COUNTERPART NO.____ OF ____ SERIALLY NUMBERED MANUALLY EXECUTED
COUNTERPARTS.

                               -70-









                            Schedule I

                      List of Listed Permits

    1)  Foundation Permit
    2)  Building Permit











































                               -71-








                                   CREDIT AGREEMENT


                                     by and among


                                    TIFFANY & CO.,

                                 TIFFANY AND COMPANY,
                             TIFFANY & CO. INTERNATIONAL,
                        THE SUBSIDIARY BORROWERS PARTY HERETO,

                              THE LENDERS PARTY HERETO,

                                THE BANK OF NEW YORK,
                      as Issuing Bank and as Swing Line Lender,


                                THE BANK OF NEW YORK,
                                 as Arranging Agent,


                                         and


                                THE BANK OF NEW YORK,
                               as Administrative Agent






                                     $130,000,000




                              Dated as of June 26, 1995





               Credit  Agreement, dated as of  June 26, 1995,  by and among
          Tiffany & Co., a Delaware corporation (the "Parent"), Tiffany and
          Company,  a  New  York  corporation ("Tiffany"),  Tiffany  &  Co.
          International, a Delaware corporation  ("Tiffany International"),
          each Subsidiary Borrower which is a signatory hereto or becomes a
          party  hereto pursuant  to the  provisions  of Section  2.23, the
          Lenders  party hereto, The Bank  of New York  ("BNY"), as Issuing
          Bank and as Swing Line Lender,  BNY, as Arranging Agent (in  such
          capacity, the "Arranging Agent") and BNY, as Administrative Agent
          (in such capacity, the "Administrative Agent").


          I.   DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

               A.   Definitions

                    When  used herein,  each of  the following  terms shall
          have  the  meaning ascribed  thereto  unless  the context  hereof
          otherwise specifically requires:

                    "ABR Advances": the Loans  (or any portions thereof) at
          such  time as  they  (or such  portions)  are made  and/or  being
          maintained  at a rate of  interest based upon  the Alternate Base
          Rate; each an "ABR Advance".

                    "Accountants": Coopers & Lybrand, or such other firm of
          independent  certified public accountants  of recognized national
          standing as shall be  selected by the Parent and  reasonably sat-
          isfactory to the Administrative Agent.

                    "Accumulated Funding Deficiency": as defined in Section
          302 of ERISA.

                    "Acquisition": with respect to any Person, the purchase
          or  other acquisition  by such  Person, by  any means  whatsoever
          (including  by  devise,  bequest,  gift, through  a  dividend  or
          otherwise), of (a) Stock  of, or other equity securities  of, any
          other Person if, immediately  thereafter, such other Person would
          be either a  consolidated subsidiary of such  Person or otherwise
          under the control of such Person, (b) any business, going concern
          or division or  segment thereof, or (c) the Property of any other
          Person other than  in the ordinary course of  business, provided,
          however, that no  acquisition of substantially all of the assets,
          or any division or segment, of such other Person  shall be deemed
          to be in the ordinary course of business.

                    "Advance": an ABR Advance, a Eurodollar Advance, a Core
          Currency Euro Advance or a Swing Line Negotiated Rate Advance, as
          the case may be.

                    "Adverse Tax Position": as defined in Section 2.13(g).

                    "Affiliate": with respect to any Person at any time and
          from  time to time, any  other Person (other  than a consolidated





          subsidiary  of such Person) which, at such time (a) controls such
          Person,  or (b)  is under common  control with such  Person.  The
          term  "control", as used in  this definition with  respect to any
          Person, means the power, whether direct,  or indirect through one
          or more intermediaries, to  direct or cause the direction  of the
          management  and  policies of  such  Person,  whether through  the
          ownership of voting securities or other interests, by contract or
          otherwise.

                    "Aggregate Commitments":  on any  date, the sum  of all
          Commitments on such date.

                    "Aggregate  Credit Exposure":  as  of any  date of  de-
          termination,  the sum  of  (i) the  outstanding principal  amount
          (determined  on  the basis  of  the  Dollar  Equivalent for  each
          outstanding Alternate Currency  Loan) of the Loans of all Lenders
          plus (ii) an amount equal to the Letter of Credit Exposure.

                    "Agreement": this Credit Agreement,  as the same may be
          amended, supplemented or otherwise modified from time to time.

                    "Alternate Base Rate": on any date,  a rate of interest
          per annum  equal to the higher  of (i) the Federal  Funds Rate in
          effect on such date plus 1/2 of 1% or (ii) the BNY Rate in effect
          on such date.

                    "Alternate Currency":  any  Core Currency  (other  than
          Dollars) or Non-Core Currency.

                    "Alternate Currency  Bid Loan": each  Bid Loan  denomi-
          nated in an Alternate Currency.

                    "Alternate  Currency Equivalent":  with respect  to any
          Alternate Currency, on   any date  of determination thereof,  the
          amount of such  Alternate Currency which could  be purchased with
          the  amount of Dollars involved  in such computation  at the spot
          rate  at  which such  Alternate  Currency may  be  exchanged into
          Dollars  as set forth  on such  date on  (i) Reuters  pages MGTY,
          MGTX, SCNY or  BNMX or (ii)  Dow Jones Telerate  pages 262,  264,
          265,  266 or 9993 (or any successor  pages) or, if such rate does
          not appear on such pages, at  the spot exchange rate therefor  as
          determined by the  Administrative Agent as of 11:00  A.M. (London
          time) on such date  of determination thereof for delivery  (x) in
          the case of  an exchange  of Canadian Dollars  into Dollars,  one
          Business Day later and (y) in all other  cases, two Business Days
          later.   In the event that, on  any date of determination, a spot
          rate  for an individual Alternate Currency appears on both a page
          of Reuters set forth above  and a page of Dow Jones  Telerate set
          forth above, the Alternate  Currency Equivalent of such Alternate
          Currency shall be the arithmetic mean of such spot rates.

                    "Alternate  Currency  Loan":  any   Alternate  Currency
          Revolving Loan, Alternate  Currency Bid Loan,  Alternate Currency
          Negotiated  Rate  Loan, Alternate  Currency  Swing  Line Loan  or





          Individual Currency Loan.

                    "Alternate   Currency   Negotiated  Rate   Loan":  each
          Negotiated Rate Loan denominated in an Alternate Currency.

                    "Alternate  Currency  Revolving  Loan": each  Revolving
          Loan denominated in a Core Currency (other than Dollars).

                    "Alternate Currency  Swing Line Loan":  each Swing Line
          Loan denominated in a Core Currency (other than Dollars).

                    "Applicable":  with  respect  to  Regulation   D  being
          applicable to any determination  of a Core Currency Euro  Rate or
          an Individual Currency Rate, that Regulation D reserves  would be
          applicable  to the Core  Currency Euro Advance  or the Individual
          Currency Loan, as the case may be, as to which such interest rate
          would apply  (including by giving  effect to the  assumption that
          the applicable Lender had funded such Core  Currency Euro Advance
          or such Individual Currency Loan, as the case may be, through the
          purchase of a  Core Currency or a Non-Core Currency,  as the case
          may be, deposit  by a subsidiary or  affiliate of such Lender  in
          the  London  interbank market  and the  transfer thereof  to such
          Lender from such subsidiary or affiliate).

                    "Applicable Currency":

                    (a)  With respect  to any Revolving Loan  or Swing Line
          Loan  for any  applicable  Borrower, Dollars  and each  Available
          Alternate Currency which is a Core Currency as follows:

                         (i)  in the case of Dollars: a Domestic Borrower,

                         (ii) in  the  case of  French  Francs:  the French
                         Borrower,

                         (iii)     in the case of  German Marks: the German
                         Borrower,

                         (iv) in the  case of  Japanese  Yen: the  Japanese
                         Borrower, and

                         (v)  in the case of Sterling Pounds:  the Sterling
                         Borrower.

                      (b)  With  respect to  any Bid  Loan, the  Currency
            specified by  the applicable Borrower in its  Bid Request for
            such Bid Loan.

                      (c)  With respect to any Negotiated Rate  Loan, the
            Currency specified  in the  Negotiated Rate  Confirmation for
            such Negotiated Rate Loan.

                      (d)  With respect  to any Individual  Currency Loan
            for   any  applicable  Borrower,   each  Available  Alternate





            Currency which is a Non-Core Currency as follows:

                           (i)  in  the case of  Australian Dollars: the
                           Australian Borrower,

                           (ii) in the  case  of Canadian  Dollars:  the
                           Canadian Borrower,

                           (iii)     in  the case of  Hong Kong Dollars,
                           the Hong Kong Borrower,

                           (iv) in the case of Italian Lira: the Italian
                           Borrower,

                           (v)  in the  case of  Korean Won:  the Korean
                           Borrower,

                           (vi) in  the case  of Malaysian  Ringgit: the
                           Malaysian Borrower,

                           (vii)     in  the case of  Mexican Pesos: the
                           Mexican Borrower,

                           (viii)    in  the  case of  Philippine Pesos:
                           the Philippine Borrower,

                           (ix) in the case of Singaporean  Dollars: the
                           Singaporean Borrower,

                           (x)  in the  case of Swiss  Francs: the Swiss
                           Borrower,

                           (xi) in the case  of New Taiwan Dollars:  the
                           Taiwanese Borrower, and

                           (xii)     in the case of  Thai Baht: the Thai
                           Borrower.

                      "Applicable  Lending Office": (i) as to any Lender,
            with respect to  Revolving Loans in  any Core Currency,  ini-
            tially, the office, branch or affiliate of such Lender desig-
            nated  as such Lender's lending office for Revolving Loans in
            such Core  Currency on Exhibit R, and  thereafter, such other
            office, branch or  affiliate of such Lender  through which it
            shall be making or maintaining  Revolving Loans in such  Core
            Currency, as  reported by  such Lender to  the Administrative
            Agent and the Parent,  (ii) as to the Swing Line Lender, with
            respect to Swing Line Loans  in any Core Currency, initially,
            the office, branch or affiliate of  such Lender designated as
            the Swing  Line Lender's lending  office for such  Swing Line
            Loans  in such  Core Currency  on Exhibit R,  and thereafter,
            such  other office,  branch or  affiliate of  the  Swing Line
            Lender through which it shall  be making or maintaining Swing
            Line  Loans in such Core  Currency, as reported  by the Swing





            Line Lender to the Administrative Agent and the Parent, (iii)
            as to any Lender, with  respect to any Bid Loan,  the lending
            office, branch or affiliate of such Lender designated as such
            Lender's lending office for such Bid Loan in its Bid for such
            Bid Loan, (iv) as  to any Lender, with respect  to Individual
            Currency  Loans in  any  Non-Core  Currency,  initially,  the
            office, branch or affiliate of such Lender designated as such
            Lender's lending office for such Individual Currency Loans in
            such  Non-Core Currency  on  Exhibit R, and  thereafter, such
            other  office, branch  or  affiliate of  such Lender  through
            which it  shall be making or  maintaining Individual Currency
            Loans in such  Non-Core Currency, as reported  by such Lender
            to the Administrative Agent and the Parent, and (v) as to any
            Lender, with respect to any Negotiated Rate Loan, the lending
            office, branch or affiliate of such Lender designated as such
            Lender's  lending  office for  such  Negotiated  Loan in  the
            Negotiated Rate Confirmation for such Negotiated Rate Loan.

                      "Applicable Margin": (i) with respect to the unpaid
            principal amount of ABR  Advances, the applicable  percentage
            set forth below in the column entitled "Applicable Margin for
            ABR Advances" and (ii)  with respect to the  unpaid principal
            amount of  Eurodollar Advances, Core  Currency Euro  Advances
            and Individual Currency Loans,  the applicable percentage set
            forth  below in  the column  entitled "Applicable  Margin for
            Eurodollar/Core  Currency  Euro Advances/Individual  Currency
            Loans":

            
Applicable Margin for Eurodollar Advances/Core Applicable Currency Euro Margin for Advances/ ABR Individual Currency Pricing Level Advances Loans ----------------- -------------- -------------------- Pricing Level I 0% 0.2000% Pricing Level II 0% 0.2700% Pricing Level III 0% 0.2750% Pricing Level IV 0% 0.4000% Pricing Level V 0% 0.4000%
"Applicable Payment Office": in the case of: (i) the Administrative Agent, (x) in respect of all Loans (other than Alternate Currency Loans), Letters of Credit designated in Dollars, fees and other amounts owing under this Agreement, the office of the Admin- istrative Agent listed in Exhibit Q as its "Domestic Payment Office", and (y) in respect of Alternate Currency Loans and Letters of Credit designated in Alternate Currencies, the office of the Administrative Agent listed in Exhibit Q as its payment office for the applicable Alternate Currency, or such other office or offices as the Administrative Agent may from time to time hereafter designate in writing as such to the Parent, each Lender and each Borrower; (ii) the Swing Line Lender, in respect of each Swing Line Loan, the office of the Swing Line Lender listed in Exhibit R as the payment of- fice for the applicable Core Currency in which such Swing Line Loan is made or such other of- fice or offices as the Swing Line Lender may from time to time hereafter designate in writ- ing as such to the Administrative Agent, the Parent and each Swing Line Borrower; (iii) any other Lender, (w) in respect of each Re- volving Loan, the office of such Lender listed in Exhibit R as its payment office for the ap- plicable Core Currency or such other office or offices as such Lender may from time to time hereafter designate in writing as such to the Administrative Agent, the Parent and each Bor- rower, (x) in respect of each Individual Cur- rency Loan, the office of such Lender listed in Exhibit R as its payment office for the ap- plicable Non-Core Currency or such other office or offices as such Lender may from time to time hereafter designate in writing as such to the Administrative Agent, the Parent and each Borrower, (y) in respect of each Bid Loan, the office of such Lender listed in such Lender's Bid for such Bid Loan, and (z) in respect of each Negotiated Rate Loan, the office of such Lender listed in the Negotiated Rate Confirmation for such Negotiated Rate Loan; and (iv) the Issuing Bank, in respect of each Letter of Credit, the office of the Issuing Bank listed in Exhibit R as the payment office for the ap- plicable Currency in which such Letter of Credit is issued or such other office or of- fices as the Issuing Bank may from time to time hereafter designate in writing as such to the Administrative Agent and the Parent. "Assignment and Acceptance Agreement": an assign- ment and acceptance agreement executed by an assignor and an assignee pursuant to which the assignor assigns to the as- signee all or any portion of such assignor's Loans, Commitment, Individual Currency Commitments and other rights and obligations under the Loan Documents, substantially in the form of Exhibit D. "Assignment Fee": as defined in Section 11.7(b). "Australian Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Australia and which shall become a Borrower pursuant to Section 2.23 hereof. "Australian Dollars": freely transferable lawful money of Australia. "Availability Percentage": with respect to any Lender at any time, a percentage equal to a fraction (x) the numerator of which is (A) the Commitment of such Lender, minus (B) the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (II) the aggregate principal amount of all Indi- vidual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (III) the SL/LC Credit Exposure of such Lender, and (y) the denominator of which is (A) the Aggregate Commitments, minus (B) the sum of (I) the outstanding principal balance of all Revolving Loans (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (II) the outstanding principal balance of all Individual Currency Loans (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (III) the outstanding principal balance of all Swing Line Loans, plus (IV) the Letter of Credit Exposure. "Available Alternate Currency": each Alternate Cur- rency except to the extent that the Administrative Agent has given notice to the Parent pursuant to Section 2.14(a) (which notice has not been rescinded by the Administrative Agent) that one or more Alternate Currencies are no longer available as determined by it in its sole discretion. "Benefited Lender": as defined in Section 11.9. "Bid": an offer by a Lender to a Borrower, in the form of Exhibit H, to make a Bid Loan. "Bid Accept/Reject Letter": a notification made by the applicable Borrower pursuant to Section 2.11 in the form of Exhibit I. "Bid Interest Period": as to any Bid Loan, the pe- riod commencing on the date of such Bid Loan, and ending on the date requested in the Bid Request with respect to such Bid Loan, which shall not be earlier than 7 days after the date of such Bid Loan or later than 180 days after the date of such Bid Loan; provided, however, that (i) if any Bid Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such next succeeding Business Day would be a date on or after the Maturity Date in which case such Interest Period shall end on the next preceding Business Day and (ii) no Borrower shall select a Bid Interest Period which shall end after the Maturity Date. "Bid Loan": each loan from a Lender to a Borrower pursuant to Section 2.11. "Bid Loan Confirmation": a confirmation by the Ad- ministrative Agent to a Lender of the acceptance by the ap- plicable Borrower of any Bid (or Portion thereof) made by such Lender, substantially in the form of Exhibit J. "Bid Rate": as defined in Section 2.11(b). "Bid Request": a request by a Borrower, in the form of Exhibit F, for Bids. "Bid Submission Deadline": as defined in Section 2.11(b). "BNY Rate": a rate of interest per annum equal to the rate of interest publicly announced in New York City by BNY from time to time as its prime commercial lending rate, such rate to be adjusted automatically (without notice) on the effective date of any change in such publicly announced rate. "Borrower Addendum": an Addendum to this Agreement in the form of Exhibit B pursuant to which a Subsidiary of the Parent may become a Subsidiary Borrower pursuant to the provisions of Section 2.23. "Borrowers": collectively, Tiffany, Tiffany Inter- national and the Subsidiary Borrowers; each a "Borrower". "Borrowing Date": (i) in respect of Revolving Loans, any Business Day on which the Lenders shall make Revolving Loans to a Borrower pursuant to a Notice of Borrowing or pursuant to a Mandatory Borrowing, (ii) in respect of Bid Loans, any Business Day on which a Lender shall make a Bid Loan to a Borrower pursuant to a Bid Request, (iii) in respect of Swing Line Loans, any Business Day on which the Swing Line Lender shall make a Swing Line Loan to a Swing Line Borrower pursuant to a Notice of Borrowing, (iv) in respect of Negotiated Rate Loans, any Business Day on which a Lender shall make a Negotiated Rate Loan to a Borrower pursuant to a Negotiated Rate Confirmation, (v) in respect of Individual Currency Loans, any Business Day on which a Lender shall make an Individual Currency Loan to a Borrower pursuant to a Notice of Borrow- ing, and (vi) in respect of Letters of Credit, any Business Day on which the Issuing Bank issues a Letter of Credit to a Letter of Credit Applicant pursuant to a Letter of Credit Request. "Borrowing/Issuance Period": as defined in Section 2.7(b)(ii). "Business Day": (i) for all purposes (other than as covered by clauses (ii) and (iii) below), any day except Saturday, Sunday or a day which in New York City is a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, a Eurodollar Advance, a Core Currency Euro Advance or an Alternate Currency Swing Line Loan, any day which is a Business Day described in clause (i) above, is a day for trading by and between banks in the London interbank market and which is not a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in the country in which the principal office of the applicable Borrower is located, and (iii) with respect to all notices and determinations in connection with, and payments of principal and interest on, an Alternate Currency Bid Loan, an Alternate Currency Negotiated Rate Loan, an Individual Currency Loan or a Letter of Credit designated in an Alternate Currency, any day which is a Business Day described in clause (i) above, is a day for trading by and between banks in the London interbank market and which is not a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in the country in which (x) the principal office of the applicable Borrower is located and (y) the Applicable Lending Office and Applicable Payment Office of the applicable Lender is located. "Canadian Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Canada and which shall become a Borrower pursuant to Section 2.23 hereof. "Canadian Dollars": freely transferable lawful money of Canada. "Change of Control": (i) any "Person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the rules and regulations issued thereunder, as from time to time in effect) is or shall become the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 thereunder), directly or indirectly, of more than 50%, on a fully diluted basis, of the voting and economic interests of the Parent, or (ii) the Board of Directors of the Parent shall cease to consist of a majority of Continuing Directors. "Code": the Internal Revenue Code of 1986, as the same may be amended from time to time, or any successor thereto, and the rules and regulations issued thereunder, as from time to time in effect. "Commitment": with respect to each Lender, the amount set forth opposite such Lender's name in Exhibit A-1 directly below the column entitled "Commitment", as the same may be (x) reduced from time to time pursuant to Section 2.9 or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 11.7 or increases pursuant to Section 11.1. "Commitment Percentage": as to any Lender, the per- centage set forth opposite the name of such Lender in Exhibit A-1 under the heading "Commitment Percentage", as such percentage may be (x) reduced from time to time pursuant to Section 2.9 or (y) adjusted from time to time as a result of assignments to or from such Lender of its Commitment pursuant to Section 11.7 or increases in the Aggregate Commitments pursuant to Section 11.1. "Commitment Period": the period from the Effective Date until the Expiration Date. "Compliance Certificate": a certificate in the form of Exhibit M. "Consolidated": the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP. "Consolidated Capitalization": as of any date, total stockholder's equity of the Parent and its Subsidiaries on a Consolidated basis on such date (without giving effect to foreign currency translation adjustments, except to the extent such adjustments are in excess of $10,000,000 (whether positive or negative)) plus Total Debt on such date. "Contingent Obligation": as to any Person (the "secondary obligor"), any obligation of such secondary obligor (a) guaranteeing or in effect guaranteeing any return on any Investment made by another Person, or (b) guaranteeing or in effect guaranteeing any Indebtedness, lease, dividend or other obligation ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including any obligation of such secondary obligor, whether contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the beneficiary of any such primary obligation of the ability of the primary obligor to make pay- ment of such primary obligation, (iv) otherwise to assure or hold harmless the beneficiary of such primary obligation against loss in respect thereof, and (v) in respect of the Indebtedness of any partnership in which such secondary obli- gor is a general partner, except to the extent that such In- debtedness of such partnership is nonrecourse to such second- ary obligor and its separate Property; provided, however, that the term "Contingent Obligation" shall not include (i) the indorsement of instruments for deposit or collection in the ordinary course of business and (ii) guaranties by the Parent or any Subsidiary of the Parent of the primary obligations of any other Subsidiary of the Parent incurred in the ordinary course of business of such other Subsidiary; and provided, further, that the amount of any such Contingent Obligation shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of such primary obligation and (b) the maximum amount for which such secondary obligor may be liable pursuant to the terms of the agreement embodying such Contingent Obligation unless such primary obligation and the maximum amount for which such sec- ondary obligor may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be such secondary obligor's maximum reasonably anticipated liability in respect thereof as determined by such secondary obligor in good faith. "Continuing Directors": the directors of the Parent on the Effective Date and each other director, if such director's nomination for election to the Board of Directors of the Parent is recommended by a majority of the then Con- tinuing Directors. "Conversion Date": the date on which (i) a Eurodol- lar Advance is converted to an ABR Advance, (ii) the date on which an ABR Advance is converted to a Eurodollar Advance, (iii) the date on which a Eurodollar Advance is converted to a new Eurodollar Advance and (iv) the date on which a Core Currency Euro Advance is converted to a new Core Currency Euro Advance. "Core Currencies": Dollars, French Francs, German Marks, Japanese Yen and Sterling Pounds (each, a "Core Cur- rency"), and such other currencies as shall be requested by the Parent to be a Core Currency hereunder subject to the approval of all of the Lenders in their sole and absolute discretion. "Core Currency Borrowers": with respect to Revolving Loans, the Domestic Borrowers, the German Borrower, the French Borrower, the Japanese Borrower and the Sterling Borrower; each a "Core Currency Borrower". "Core Currency Euro Advances": collectively, the Revolving Loans (or any portions thereof) at such time as they (or such portions) are maintained and/or being maintained in a Core Currency (other than Dollars) at a rate of interest based upon a Core Currency Euro Rate; each a "Core Currency Euro Advance". "Core Currency Euro Rate": with respect to each day during each Interest Period applicable to any Core Currency Euro Advance, a rate of interest per annum determined by di- viding (and then rounding to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, then to the next higher 1/16 of 1%): (a) (i) the rate per annum that appears on page 3740 or 3750 of the Dow Jones Telerate Screen (or any successor page) for deposits of the applicable Core Currency with a maturity comparable to such Interest Period, determined as of 11:00 A.M. (London time) (x) on the date which is two Business Days prior to the commencement of such Interest Period, in the case of a Core Currency (other than Sterling Pounds) and (y) on the date of the commencement of such Interest Period, in the case of Sterling Pounds or, if such rate does not appear on page 3740 or 3750 of the Dow Jones Telerate Screen (or any successor page) or (ii) the rate per annum equal to the offered quotation notified to the Administrative Agent by the Reference Lender as the offered quotation by first class banks in the London interbank market to the Reference Lender for such Core Currency deposits of amounts in immediately available funds comparable to the principal amount of such Core Currency Euro Advance of the Reference Lender with a maturity comparable to such Interest Period determined as of 11:00 A.M. (London time) (x) on the date which is two Business Days prior to the commencement of such Interest Period, in the case of a Core Currency (other than Sterling Pounds) and (y) on the date of the commencement of such Interest Period, in the case of Sterling Pounds, by (b) a number equal to 1.00 minus the aggregate of the stated maximum rates in effect on such day (without duplication) of all reserve requirements (including marginal, emergency, supplemental and special reserves) and similar charges, expressed as a decimal, established by any Governmental Authority, including those established by the Board of Governors of the Federal Reserve System and any other banking authority to which BNY and other major United States money center banks are subject in respect of eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of the Board of Governors of the Federal Reserve System) maintained by a member of the Federal Reserve System with deposits exceeding $1 billion in respect of eurodollar currency funding liabilities, to the extent Ap- plicable; provided, in the event that the Administrative Agent has made any determination pursuant to Section 2.14(a)(i) in respect of such Core Currency Euro Advance, the Core Currency Euro Rate determined pursuant to clause (a) of this definition shall instead be the rate reported to the Administrative Agent by the Reference Lender as the rate based on the all-in cost of funds of the Reference Lender to fund such Core Cur- rency Euro Advance with a maturity comparable to such In- terest Period. "Credit Exposure": with respect to any Lender at any time, the sum of (i) the outstanding principal balance of all Loans (other than Swing Line Loans) then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Loan), plus (ii) the SL/LC Credit Exposure of such Lender at such time. "Credit Party": with respect to any Loan Document, any Person (other than the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender) which, in ac- cordance with the terms of such Loan Document, is or is to be a party thereto. "Currency": any Core Currency or Non-Core Currency. "Default": any of the events specified in Section 9.1, whether or not any requirement for the giving of notice, the lapse of time, or any other condition, has been satisfied. "Disposition": with respect to any Person, any sale, assignment, transfer or other disposition by such Person, by any means, of (a) the Stock of, or other equity interests of, any other Person, (b) any business, operating entity, division or segment thereof, or (c) any other Property of such Person, other than sales of inventory (other than in connection with bulk transfers). "Dollar Bid Loan": a Bid Loan denominated in Dol- lars. "Dollar Equivalent": on any date of determination thereof, the amount of Dollars which could be purchased with the amount of the relevant Alternate Currency involved in such computation at the spot rate at which Dollars may be exchanged into such Alternate Currency as set forth on such date on (i) Reuters pages MGTY, MGTX, SCNY or BNMX or (ii) Dow Jones Telerate pages 262, 264, 265, 266 or 9993 (or any successor pages) or, if such rate does not appear on such pages, at the spot exchange rate therefor as determined by the Administrative Agent as of 11:00 A.M. (London time) on such date of determination thereof for delivery (x) in the case of an exchange of Dollars into Canadian Dollars, one Business Day later and (y) in all other cases, two Business Days later. In the event that, on any date of determination, a spot rate for an individual Alternate Currency appears on both a page of Reuters set forth above and a page of Dow Jones Telerate set forth above, the Dollar Equivalent of such Alternate Currency shall be the arithmetic mean of such spot rates. "Dollar Loan": each Dollar Revolving Loan, Dollar Bid Loan, Dollar Negotiated Rate Loan and Dollar Swing Line Loan. "Dollar Negotiated Rate Loan": a Negotiated Rate Loan denominated in Dollars. "Dollar Reimbursement Amount": as defined in Section 2.19(d). "Dollar Revolving Loan" and "Dollar Revolving Loans": as defined in Section 2.1(b). "Dollar Swing Line Loan" and "Dollar Swing Line Loans": as defined in Section 2.1(c). "Dollars": and "$": freely transferable lawful money of the United States. "Domestic Borrowers": Tiffany, Tiffany Interna- tional and each other Borrower which is a corporation orga- nized under the laws of the United States or any State thereof and which has its principal place of business in the United States; each a "Domestic Borrower". "EBIT": for any period, the net income of the Parent and its Subsidiaries on a Consolidated basis for such period plus each of the following with respect to the Parent and its Subsidiaries on a Consolidated basis to the extent utilized in determining such net income: (a) Interest Expense and (b) provision for taxes. "Effective Date": June 30, 1995. "Employee Benefit Plan": an employee benefit plan within the meaning of Section 3(3) of ERISA maintained, spon- sored or contributed to by the Parent, any of its Subsidiar- ies or any ERISA Affiliate. "ERISA": the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor thereto, and the rules and regulations issued thereunder, as from time to time in effect. "ERISA Affiliate": when used with respect to an Em- ployee Benefit Plan, ERISA, the PBGC or a provision of the Code pertaining to employee benefit plans, any Person that is a member of any group of organizations within the meaning of Sections 414(b) or (c) of the Code or, solely with respect to applicable provisions of the Code, Sections 414(m) or (o) of the Code, of which the Parent or any of its Subsidiaries is a member. "Euro Interest Period": with respect to any Eurodollar Advance or Core Currency Euro Advance requested by any Borrower, the period commencing on, as the case may be, the Borrowing Date or Conversion Date with respect to such Advance and ending one, two, three or six months thereafter, as selected by such Borrower in its irrevocable Notice of Borrowing or its irrevocable Notice of Conversion, provided, however, that (i) if any Euro Interest Period would otherwise end on a day which is not a Business Day, such Euro Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Euro Interest Period into another calendar month, in which event such Euro Interest Period shall end on the immediately preceding Business Day, (ii) any Euro Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Euro Interest Period) shall end on the last Business Day of a calendar month, and (iii) no Borrower shall select a Euro Interest Period which shall end after the Maturity Date. "Eurodollar Advances": collectively, the Revolving Loans (or any portions thereof) at such time as they (or such portions) are made and/or being maintained at a rate of interest based upon a Eurodollar Rate; each a "Eurodollar Advance". "Eurodollar Rate": with respect to each day during each Interest Period applicable to any Eurodollar Advance, a rate of interest per annum determined by dividing (and then rounding to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, then to the next higher 1/16 of 1%): (a) the rate per annum equal to the rate notified to the Administrative Agent by the Reference Lender as the rate at which the Reference Lender is offered Dollar deposits in the New York interbank market, for delivery on the first day of such Interest Period, in an amount equal ap- proximately to such Eurodollar Advance for a period equal to such Interest Period, as quoted at approximately 11:00 A.M. two Business Days prior to the first day of such Interest Pe- riod, by (b) a number equal to 1.00 minus the aggregate of the stated maximum rates in effect on such day (without duplication) of all reserve requirements (including marginal, emergency, supplemental and special reserves), ex- pressed as a decimal, established by the Board of Governors of the Federal Reserve System and any other banking authority to which BNY and other major United States money center banks are subject, in respect of eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of the Board of Governors of the Federal Reserve System) maintained by a member of the Federal Reserve System with deposits exceeding $1 billion in respect of eurodollar cur- rency funding liabilities. "Event of Default": any of the events specified in Section 9.1, provided that any requirement for the giving of notice, the lapse of time, or any other condition has been satisfied. "Excess Tax": as defined in Section 2.13(g). "Expiration Date": the Business Day immediately preceding the Maturity Date. "Facility Fee": as defined in Section 3.1. "Federal Funds Rate": for any day, a rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%), 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 by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (i) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the three rates quoted by federal funds brokers to BNY on such day on such transactions received by BNY as determined by BNY and reported to the Administrative Agent. "Financial Officer": the chief financial officer, the treasurer or the assistant treasurer of the Parent or such other officer thereof as shall be reasonably satis- factory to the Administrative Agent. "Financial Statements": as defined in Section 4.15. "Fixed Rate Loan": a Eurodollar Advance, a Core Currency Euro Advance, a Swing Line Negotiated Rate Advance, a Negotiated Rate Loan, an Individual Currency Loan or a Bid Loan. "Foreign Pension Plan": any plan, fund (including any superannuation fund) or other similar program established or maintained outside of the United States by the Parent or any one or more of its Subsidiaries primarily for the benefit of employees of the Parent or such Subsidiaries residing out- side of the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code. "French Borrower": one or more of the following: Tiffany, Tiffany International or Societe Francaise Pour Le Developpement De La Porcelaine D'Art (S.A.R.L.), a corpora- tion organized under the laws of France and whose principal office is located in France. "French Francs": freely transferable lawful money of France. "Funded Current Liability Percentage": as defined in Section 401(a)(29) of the Code. "GAAP": generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statement by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination. If at any time after the Effective Date any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Required Lenders, the Parent or the appropriate Borrowers shall so request, the Administrative Agent, the Lenders, the Parent and such Borrowers shall negotiate in good faith to amend such ratio or requirement to reflect such change in GAAP (subject to the approval of the Required Lenders), provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Parent and such Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under the Loan Documents or as rea- sonably requested thereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. "German Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Germany and which shall become a Borrower pursuant to Section 2.23 hereof. "German Marks": freely transferable lawful money of Germany. "Governmental Authority": any foreign, federal, state, municipal or other government, or any department, com- mission, board, bureau, agency, public authority, instrumen- tality or other political subdivision thereof, any central bank, or any court or arbitrator. "Guaranty": as defined in Section 5.2. "Hong Kong Borrower": one or more of the following: Tiffany, Tiffany International or Tiffany & Co. of New York Limited, a corporation organized under the laws of Hong Kong and whose principal office is located in Hong Kong. "Hong Kong Dollars": freely transferable lawful money of Hong Kong. "Indebtedness": as to any Person, at a particular time, all items of such Person which constitute, without du- plication, (a) indebtedness for borrowed money or the deferred purchase price of Property (other than trade payables and accrued expenses incurred in the ordinary course of business), (b) indebtedness evidenced by notes, bonds, debentures or similar instruments, (c) obligations with respect to any conditional sale or other title retention agreement, (d) indebtedness arising under acceptance facili- ties and the amount available to be drawn under all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder to the extent such Person shall not have reimbursed the issuer in respect of the issuer's payment of such drafts, (e) liabilities secured by any Lien on any Property owned by such Person even though such Person shall not have assumed or otherwise become liable for the payment thereof (other than carriers', warehousemen's, mechanics', repairmen's or other like non-consensual Liens arising in the ordinary course of busi- ness), (f) that portion of any obligation of such Person, as lessee, which in accordance with GAAP is required to be capitalized on the balance sheet of such Person, and (g) Con- tingent Obligations. "Indemnified Person": as defined in Section 11.10. "Indemnified Tax": as to any Person, any Tax, except (i) a Tax on the Income imposed on such Person and (ii) any interest, fees or penalties for late payment imposed on such Person, in each case under clauses (i) and (ii) to the extent not attributable to the failure of the Parent or any of its Subsidiaries to obtain any necessary approvals or consents of, or file or cause to be filed any reports, applications, documents, instruments or information required to be filed pursuant to any applicable law, rule, regulation or request of, any Governmental Authority. "Indemnified Tax Person": the Administrative Agent, the Swing Line Lender, the Issuing Bank, or any Lender. "Individual Currency Commitment": with respect to each Lender and any Non-Core Currency, the amount set forth opposite such Lender's name in Exhibit A-2 directly below the column entitled "Individual Currency Commitment" in respect of such Non-Core Currency (determined on the basis of the Dollar Equivalent for such Non-Core Currency), as the same may be (x) reduced from time to time pursuant to Section 2.9 or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 11.7, provided, however, that the aggregate amount of all of the Individual Currency Commitments of each Lender (determined on the basis of the Dollar Equivalent for each applicable Non-Core Currency) shall not exceed the amount of such Lender's Commitment. "Individual Currency Interest Period": with respect to any Individual Currency Loan requested by any Non-Core Currency Borrower, the period commencing on the Borrowing Date with respect to such Individual Currency Loan and ending one, two or three months thereafter, as selected by such Non- Core Currency Borrower in its irrevocable Notice of Bor- rowing, provided, however, that (i) if any Individual Currency Interest Period would otherwise end on a day which is not a Business Day, such Individual Currency Interest Pe- riod shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Individual Currency Interest Period into another calendar month, in which event such Individual Currency Interest Period shall end on the immediately preceding Business Day, (ii) any Individual Currency Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Individual Currency Interest Period) shall end on the last Business Day of a cal- endar month, and (iii) no Borrower shall select an Individual Currency Interest Period which shall end after the Maturity Date. "Individual Currency Loan" and "Individual Currency Loans": as defined in Section 2.1(e). "Individual Currency Rate": with respect to each day during each Interest Period applicable to any Individual Currency Loan, a rate of interest per annum determined by di- viding (and then rounding to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, then to the next higher 1/16 of 1%): (a) (i) if such Individual Currency Loan is designated in Australian Dollars, Canadian Dollars, Hong Kong Dollars, Italian Lira, Singaporean Dollars or Swiss Francs, (A) with respect to Australian Dollars, the average bid rate for bank bills of exchange that appears on page BBSY on the Reuters Screen (Sydney) (or any successor page) for a term equivalent to such Interest Period, determined as of approximately 10:15 A.M. (Sydney time) on the first day of such Interest Period, (B) with respect to Canadian Dollars, the rate per annum that appears on page CDOR on the Reuters Screen (Toronto) (or any successor page) for deposits of Canadian Dollars with a maturity comparable to such Interest Period, determined as of approximately 11:00 A.M. (Toronto time) on the date which is two Business Days prior to the commencement of such Interest Period, (C) with respect to Italian Lira, the rate per annum that appears on page RIBO (London) on the Reuters Screen (or any successor page) for deposits of Italian Lira with a maturity comparable to such Interest Period, determined as of approximately 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period, (D) with respect to Swiss Francs, the rate per annum that appears on page 3740 or 3750 of the Dow Jones Telerate Screen (or any successor page) for deposits of Swiss Francs with a maturity comparable to such Interest Period, determined as of approximately 11:00 A.M. (London time) on the date which is two Business Days prior to the commence- ment of such Interest Period, (E) with respect to Hong Kong Dollars, the rate per annum that appears on page FWEN on the Reuters Screen (Hong Kong) (or any successor page) for deposits of Hong Kong Dollars with a maturity comparable to such Interest Period, determined as of approximately 11:00 A.M. (Hong Kong time) on the date which is two Business Days prior to the commencement of such Interest Period, (F) with respect to Singaporean Dollars, the rate per annum that appears on page FWEO of the Reuters Screen (Singapore) (or any successor page) for deposits of Singaporean Dollars with a maturity comparable to such Interest Period, determined as of approximately 11:00 A.M. (Singapore time), on the date which is two Business Days prior to the commencement of such Interest Period, or (G) if such rate does not appear on such applicable page of the Dow Jones Telerate Screen or Reuters Screen (or any successor page), the rate per annum equal to the offered quotation by first class banks in the London, Australian, Canadian, Hong Kong or Singapore, as the case may be, in- terbank market to the applicable Lender for such Non-Core Currency deposits of amounts in im- mediately available funds comparable to the prin- cipal amount of such Individual Currency Loan with a maturity comparable to such Interest Period de- termined as of approximately 11:00 A.M. (London, Sydney, Toronto, Hong Kong or Singapore, as the case may be, time) on the date which is two Busi- ness Days prior to the commencement of such Inter- est Period or, in the case of Individual Currency Loans designated in Australian Dollars, on the first day of such Interest Period, (ii) if such Individual Currency Loan is designated in any other Non-Core Currency, a rate per annum equal to the offered quotation by first class banks in the applicable in- terbank market to the applicable Lender for deposits of such Non-Core Currency in amounts in immediately available funds comparable to the principal amount of such Individual Currency Loan with a maturity comparable to such Interest Period as determined by such Lender on the date which is two Business Days prior to the commencement of such Interest Period, adjusted for additional costs and local market conditions as determined by such Lender, by (b) a number equal to 1.00 minus the aggregate of the stated maximum rates in effect on such day (without duplication) of all reserve requirements (including marginal, emergency, supplemental and special reserves) and similar charges, expressed as a decimal, established by any Governmental Authority, including those established by the Board of Governors of the Federal Reserve System and any other banking authority to which BNY and other major United States money center banks are subject in respect of eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of the Board of Governors of the Federal Reserve System) maintained by a member of the Federal Reserve System with deposits exceeding $1 billion in respect of eurodollar currency funding liabilities, to the extent Ap- plicable; provided, in the event that the applicable Lender has made any determination pursuant to Section 2.14(a)(iv) in respect of such Individual Currency Loan, the Individual Currency Rate determined pursuant to clause (a) of this definition shall instead be the rate based on the all-in cost of funds of the applicable Lender to fund such Individual Currency Loan with a maturity comparable to such Interest Period. "Intellectual Property": all United States regis- tered trademarks, service marks, patents, and trade names. "Intercompany Acquisition": an Acquisition by the Parent from any of its Subsidiaries or an Acquisition by any Subsidiary of the Parent from any other Subsidiary of the Parent. "Intercompany Debt": (i) Indebtedness of the Parent to one or more of the Subsidiaries of the Parent and (ii) demand Indebtedness of one or more of the Subsidiaries of the Parent to the Parent or any one or more of the other Subsidiaries of the Parent. "Intercompany Disposition": a Disposition by the Parent or any of its Subsidiaries to the Parent or any of its other Subsidiaries, provided that such Disposition does not materially and adversely affect the interests of the Lenders under the Loan Documents. "Intercompany Lien": A Lien granted by the Parent or any of its Subsidiaries to the Parent or any of its other Subsidiaries, provided that such Lien does not materially and adversely affect the interests of the Lenders under the Loan Documents. "Interest Coverage Ratio": as of any date, the ra- tio of (a) EBIT in respect of the period comprised of the four consecutive fiscal quarters ended immediately prior to such date in respect of which financial statements have been delivered pursuant to Sections 7.7(a), 7.7(c) or 7.7(d) to (b) Interest Expense for such period. "Interest Expense": for any period, the interest expense of the Parent and its Subsidiaries on a Consolidated basis in respect of such period. "Interest Period": a Euro Interest Period, a Swing Line Interest Period, a Negotiated Rate Interest Period, an Individual Currency Interest Period or a Bid Interest Period, as the case may be. "Interest Rate Protection Arrangement": any interest rate swap, cap or collar arrangement or any other derivative product, in each case designed to reduce exposure to interest rate fluctuations. "Investments": as defined in Section 8.7. "Invitation to Bid": an invitation to make Bids in the form of Exhibit G. "Issuing Bank": BNY. "Italian Borrower": one or more of the following: Tiffany, Tiffany International or Tiffany-Faraone S.P.A., a corporation organized under the laws of Italy and whose principal office is located in Italy. "Italian Lira": freely transferable lawful money of Italy. "Japanese Borrower": one or more of the following: Tiffany, Tiffany International, Tiffany Japan or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Japan and which shall become a Borrower pursuant to Section 2.23 hereof. "Japanese Yen": freely transferable lawful money of Japan. "Judgment Currency": as defined in Section 11.14. "Judgment Currency Conversion Date": as defined in Section 11.14. "Korean Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Korea and which shall become a Borrower pursuant to Section 2.23 hereof. "Korean Won": freely transferable lawful money of Korea. "Lender": each financial institution listed on Exhibit A-1, as well as any Person which becomes a "Lender" hereunder pursuant to Sections 11.7 or 11.1; it being under- stood and agreed, however, that for purposes of making certain Alternate Currency Loans and issuing or participating in certain Letters of Credit under this Agreement, certain of the Lenders have specifically designated on Exhibit R certain of their branches, subsidiaries or affiliates that will be responsible for making such Alternate Currency Loans and issuing or participating in such Letters of Credit, or may make such a designation in an Assignment and Acceptance Agreement entered into by any such Lender. "Letter of Credit" and "Letters of Credit": as de- fined in Section 2.19. "Letter of Credit Applicants": collectively, Tif- fany and Tiffany International; each a "Letter of Credit Ap- plicant". "Letter of Credit Commissions": as defined in Sec- tion 3.2. "Letter of Credit Commitment": (i) the commitment of the Issuing Bank to issue Letters of Credit, provided that the Letter of Credit Exposure shall not exceed $25,000,000 (determined on the basis of the Dollar Equivalent for each outstanding Letter of Credit designated in an Alternate Currency), and (ii) the commitment of the Lenders in respect of the Letter of Credit Exposure as set forth in Section 2.20. "Letter of Credit Exposure": at any date, the sum, without duplication, of (i) the aggregate undrawn face amount (determined on the basis of the Dollar Equivalent for each outstanding Letter of Credit designated in an Alternate Currency) of the outstanding Letters of Credit at such date and (ii) the aggregate unpaid reimbursement obligations in respect of the Letters of Credit at such date (after giving effect to any Loans made on such date to pay any such reim- bursement obligations and determined on the basis of the Dollar Equivalent for each such reimbursement obligation in respect of an outstanding Letter of Credit designated in an Alternate Currency). "Letter of Credit Request": a request in the form of Exhibit L. "Leverage Ratio": as of any date, the ratio of (a) Total Debt on such date, to (b) Consolidated Capitalization as of such date. "Lien": any mortgage, pledge, assignment, lien, charge, encumbrance or security interest of any kind, or the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement. "Loan": each Revolving Loan, each Individual Cur- rency Loan, each Negotiated Rate Loan, each Bid Loan and each Swing Line Loan. "Loan Documents": this Agreement and the Guaranty. "Malaysian Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Malaysia and which shall become a Borrower pursuant to Section 2.23 hereof. "Malaysian Ringgit": freely transferable lawful money of Malaysia. "Mandatory Borrowing": as defined in Section 2.1(d). "Margin Stock": any "margin stock", as said term is defined in Regulation U of the Board of Governors of the Fed- eral Reserve System, as the same may be amended or supple- mented from time to time. "Material Adverse": with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, busi- ness, prospects or Property of the Parent and its Subsidiaries taken as a whole, (ii) the ability of the Parent or any Borrower to perform its obligations under any Loan Document, or (iii) the ability of the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender to en- force any Loan Document. "Maturity Date": June 30, 2000, or such earlier date on which the Loans shall become due and payable, whether by acceleration or otherwise. "Maximum Offer": as defined in Section 2.11(b). "Maximum Request": as defined in Section 2.11(a). "Mexican Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Mexico and which shall become a Borrower pursuant to Section 2.23 hereof. "Mexican Pesos": freely transferable lawful money of Mexico. "Moody's": Moody's Investors Service, Inc. "Multiemployer Plan": a Pension Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "Negotiated Rate": as defined in Section 2.12. "Negotiated Rate Confirmation": as defined in Sec- tion 2.12. "Negotiated Rate Confirmation Request": a request by a Borrower and the Parent, in the form of Exhibit K, for confirmation by a Lender of such Lender's agreement to make a Negotiated Rate Loan to such Borrower pursuant to Section 2.12. "Negotiated Rate Interest Period": as to any Negotiated Rate Loan, the period commencing on the date of such Negotiated Rate Loan, and ending on the applicable date specified in the Negotiated Rate Confirmation for such Negotiated Rate Loan, which shall not be earlier than 7 days after the date of such Negotiated Rate Loan or later than 180 days after the date of such Negotiated Rate Loan; provided, however, that (i) if any Negotiated Rate Interest Period would end on a day other than a Business Day, such Negotiated Rate Interest Period shall be extended to the next succeeding Business Day, unless such next succeeding Business Day would be a date on or after the Maturity Date in which case such Negotiated Rate Interest Period shall end on the next preced- ing Business Day and (ii) no Borrower shall select a Nego- tiated Rate Interest Period which shall end after the Maturity Date. "Negotiated Rate Loan": each loan from a Lender to a Borrower pursuant to Section 2.12. "New Taiwan Dollars": freely transferable lawful money of Taiwan. "Non-Core Currencies": Australian Dollars, Canadian Dollars, Hong Kong Dollars, Italian Lira, Korean Won, Malaysian Ringgit, Mexican Pesos, New Taiwan Dollars, Philippine Pesos, Singaporean Dollars, Swiss Francs and Thai Baht; each a "Non-Core Currency". "Non-Core Currency Borrowers": with respect to Individual Currency Loans, the Australian Borrower, the Canadian Borrower, the Hong Kong Borrower, the Italian Borrower, the Korean Borrower, the Malaysian Borrower, the Mexican Borrower, the Philippine Borrower, the Singaporean Borrower, the Swiss Borrower, the Taiwanese Borrower and the Thai Borrower; each a "Non-Core Currency Borrower". "Non-Issuance Event": as defined in Section 2.19(a). "Non-Swing Loan Event": as defined in Section 2.1(c). "Notice of Borrowing": a request for Loans in the form of Exhibit C signed by the Parent and the applicable Borrower. "Notice of Conversion": a notice substantially in the form of Exhibit E. "Obligation Currency": as defined in Section 11.14. "Other Hedging Arrangement": any foreign exchange contract, currency swap arrangement, commodity arrangement or any other similar arrangement, in each case designed to pro- tect against fluctuations of currency values. "PBGC": the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, or any Governmental Authority succeeding to the functions thereof. "Pension Plan": at any time, any Employee Benefit Plan (including a Multiemployer Plan) subject to Section 302 of ERISA or Section 412 of the Code, the funding requirements of which are, or at any time within the six years immediately preceding the time in question, were in whole or in part, the responsibility of the Parent, any of its Subsidiaries or an ERISA Affiliate. "Person": any individual, firm, partnership, joint venture, corporation, association, business enterprise, lim- ited liability company, joint stock company, unincorporated association, trust, Governmental Authority or any other en- tity, whether acting in an individual capacity, and for the purpose of the definition of "ERISA Affiliate", a trade or business. "Philippine Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, the Philippines and which shall become a Borrower pursuant to Section 2.23 hereof. "Philippine Pesos": freely transferable lawful money of the Philippines. "Portion": as defined in Section 2.11(b). "Pricing Level": any of Pricing Level I, Pricing Level II, Pricing Level III, Pricing Level IV, or Pricing Level V. "Pricing Level I": any time when the senior unse- cured long term debt Rating of the Parent by (x) S&P is A- or higher or (y) Moody's is A3 or higher. "Pricing Level II": any time when (i) the senior unsecured long term debt Rating of the Parent by (x) S&P is BBB+ or higher or (y) Moody's is Baa1 or higher and (ii) Pricing Level I does not apply. "Pricing Level III": any time when (i) the senior unsecured long term debt Rating of the Parent by (x) S&P is BBB or higher or (y) Moody's is Baa2 or higher and (ii) nei- ther Pricing Level I nor Pricing Level II applies. "Pricing Level IV": any time when (i) the senior unsecured long term debt Rating of the Parent by (x) S&P is BBB- or higher or (y) Moody's is Baa3 or higher and (ii) none of Pricing Level I, Pricing Level II or Pricing Level III ap- plies. "Pricing Level V": any time when (i) the senior un- secured long term debt Rating of the Parent by (x) S&P is BB+ or lower or (y) Moody's is Ba1 or lower and (ii) none of Pricing Level I, Pricing Level II, Pricing Level III or Pricing Level IV applies. "Prohibited Transaction": with respect to any Pen- sion Plan, (a) any event set forth in Sections 4043(b) (other than a Reportable Event as to which the 30 day notice requirement is waived by the PBGC under applicable regula- tions), 4062(e) or 4063(a) of ERISA or the regulations there- under, (b) an event requiring the Parent, any of its Subsidiaries or any ERISA Affiliate to provide security to a Pension Plan under Section 401(a)(29) of the Code, or (c) failure to make any payment required by Section 412(m) of the Code. "Property": in respect of any Person, all types of real, personal, tangible, intangible or mixed property and all types of tangible or intangible property owned or leased by such Person. "Proportionate Share": as to any Subsidiary Bor- rower (a) if such cost, expense or other amount is directly attributable to the Loans made to such Subsidiary Borrower or any action taken or omitted to be taken by such Subsidiary Borrower, 100% of such amount and (b) if such cost, expense or other amount is not directly attributable to one or more specific Borrowers, such amount multiplied by (i) if Loans are outstanding, the percentage equivalent of a fraction the numerator of which is the principal amount of Loans outstanding to such Subsidiary Borrower and the denominator of which is the aggregate amount of Loans outstanding to all Borrowers and (ii) if no Loans are outstanding, the percentage equivalent of a fraction the numerator of which is one and the denominator of which is the number of Borrowers. "Proposed Lender": as defined in Section 11.1(b). "Quarterly Payment Date": each January 31, April 30, July 31 and October 31 of each year. "Rating": the actual, or if no actual then the implied, senior unsecured long term debt rating of the Parent, in either case as assigned by S&P or Moody's, as the case may be. "Reference Lender": BNY. "Regulation D": Regulation D of the Board of Gover- nors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof estab- lishing reserve requirements. "Reportable Event": with respect to any Pension Plan, (a) any event set forth in Sections 4043(c) (other than a Reportable Event as to which the 30 day notice requirement is waived by the PBGC under applicable regulations), 4062(e) or 4063(a) of ERISA or the regulations thereunder, (b) an event requiring the Parent, any of its Subsidiaries or any ERISA Affiliate to provide security to a Pension Plan under Section 401(a)(29) of the Code, or (c) failure to make any payment required by Section 412(m) of the Code. "Required Lenders": (i) at any time when no Loans are outstanding, Lenders having Commitments or, if no Commit- ments then exist, Lenders having Commitments on the last day on which Commitments did exist, equal to at least 60% of the Aggregate Commitments, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, Lenders having Commitments equal to at least 60% of the Aggregate Commitments, and (y) if the Commitments have been terminated or otherwise no longer exist, Lenders having Credit Exposures equal to at least 60% of the Aggregate Credit Exposure. "Required Payment": as defined in Section 2.13(a). "Responsible Officer": the president, the chief financial officer, the treasurer or the assistant treasurer of the Parent, Tiffany or Tiffany International. "Restricted Payment": with respect to any Person, any of the following, whether direct or indirect: (a) the declaration or payment by such Person of any dividend or distribution on any class of Stock of such Person, other than a dividend payable solely in shares of that class of Stock to the holders of such class, (b) the declaration or payment by such Person of any distribution on any other type or class of equity interest or equity investment in such Person, and (c) any redemption, retirement, purchase or acquisition of, or sinking fund or other similar payment in respect of, any class of Stock of, or other type or class of equity interest or equity investment in, such Person. "Revolving Loan" and "Revolving Loans": as defined in Section 2.1(a). "S&P": Standard & Poor's Ratings Group. "SEC": the Securities and Exchange Commission or any Governmental Authority succeeding to the functions thereof. "Singaporean Borrower": one or more of the following: Tiffany, Tiffany International or Tiffany & Co. Pte. Ltd., a corporation organized under the laws of Singapore and whose principal office is located in Singapore. "Singaporean Dollars": freely transferable lawful money of Singapore. "SL/LC Credit Exposure": with respect to any Lender at any time, (i) the sum of (A) the outstanding principal balance of all Swing Line Loans (determined on the basis of the Dollar Equivalent for each Alternate Currency Swing Line Loan), plus (B) the Letter of Credit Exposure, multiplied by (ii) the Availability Percentage of such Lender. "Special Counsel": Emmet, Marvin & Martin, LLP, special counsel to the Administrative Agent. "Sterling Borrower": one or more of the following: Tiffany, Tiffany International or Tiffany & Co., a corpo- ration organized under the laws of the United Kingdom and whose principal office is located in the United Kingdom. "Sterling Pounds": freely transferable lawful money of the United Kingdom. "Stock": any and all shares, rights, interests, participations, warrants, options, rights of conversion or other equivalents (however designated) of corporate stock. "Subsidiary": with respect to any Person at any time and from time to time, any corporation, association, partnership, limited liability company, joint venture or other business entity of which such Person and/or any Subsidiary of such Person, directly or indirectly at such time, either (a) in respect of a corporation, owns or controls more than 50% of the outstanding Stock having ordi- nary voting power to elect a majority of the board of direc- tors or similar managing body, irrespective of whether a class or classes shall or might have voting power by reason of the happening of any contingency, or (b) in respect of an association, partnership, limited liability company, joint venture or other business entity, is entitled to share in more than 50% of the profits and losses, however determined. "Subsidiary Borrowers": collectively, the Domestic Borrowers (other than Tiffany and Tiffany International), the Australian Borrower, the Canadian Borrower, the French Bor- rower, the German Borrower, the Hong Kong Borrower, the Ital- ian Borrower, the Japanese Borrower, the Korean Borrower, the Malaysian Borrower, the Mexican Borrower, the Philippine Bor- rower, the Singaporean Borrower, the Sterling Borrower, the Swiss Borrower, the Taiwanese Borrower and the Thai Borrower which are signatories hereto on the Effective Date, and each other wholly-owned Subsidiary of the Parent which becomes a party to this Agreement by the execution of a Borrower Ad- dendum pursuant to Section 2.23; each a "Subsidiary Bor- rower". "Swing Line Borrowers": with respect to Swing Line Loans, the Domestic Borrowers, the French Borrower, the German Borrower, the Japanese Borrower and the Sterling Borrower; each a "Swing Line Borrower". "Swing Line Commitment": an amount equal to $15,000,000, as the same may be reduced from time to time pursuant to Section 2.9. "Swing Line Commitment Period": the period from the Effective Date to, but excluding, the Swing Line Termination Date. "Swing Line Interest Period": (i) as to any Swing Line Negotiated Rate Advance, the period commencing on the date of such Swing Line Negotiated Rate Advance and ending on the date agreed to between the Parent, the applicable Swing Line Borrower and the Swing Line Lender with respect to such Swing Line Negotiated Rate Advance, and (ii) as to any Swing Line Loan made as an ABR Advance, the period commencing on the date of such ABR Advance and ending on the date set forth by the Parent and the applicable Swing Line Borrower in the Notice of Borrowing with respect to such ABR Advance; provided, however, that the last day of any Swing Line Interest Period shall not be earlier than one day after the date of such Swing Line Negotiated Rate Advance or ABR Advance, as the case may be, or later than 30 days after the date of such Swing Line Negotiated Rate Advance or ABR Advance, as the case may be, and in no event later than 30 days prior to the Expiration Date; and provided further, however, that if any Swing Line Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day. "Swing Line Lender": BNY. "Swing Line Loan" and "Swing Line Loans": as de- fined in Section 2.1(c). "Swing Line Negotiated Rate": with respect to any Swing Line Interest Period applicable to any Swing Line Nego- tiated Rate Advance, the rate of interest per annum agreed to by the Parent, the applicable Swing Line Borrower, and the Swing Line Lender with respect thereto in accordance with Section 2.3(b). "Swing Line Negotiated Rate Advances": collectively, the Swing Line Loans (or any portions thereof) at such time as they (or such portions) are made and/or being maintained at a rate of interest based on a Swing Line Negotiated Rate; each a "Swing Line Negotiated Rate Advance". "Swing Line Termination Date": the date which is 30 days prior to the Expiration Date. "Swiss Borrower": one or more of the following: Tiffany, Tiffany International or Tiffany & Co. Watch Factory S.A., a corporation organized under the laws of Switzerland and whose principal office is located in Switzerland. "Swiss Francs": freely transferable lawful money of Switzerland. "Taiwanese Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Taiwan and which shall become a Borrower pursuant to Section 2.23 hereof. "Tax": any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, by a Governmental Authority, on whomsoever and wherever imposed, levied, collected, withheld or assessed. "Tax on the Income": as to any Person, a Tax im- posed by one of the following jurisdictions or by any political subdivision or taxing authority thereof: (i) the United States, (ii) the jurisdiction in which such Person is organized, (iii) the jurisdiction in which such Person's principal office is located, or (iv) in the case of each Lender or Swingline Lender, any jurisdiction in which such Person is deemed to be doing business; which Tax is an income tax or franchise tax imposed on all or part of the net income or net profits of such Person or which Tax represents interest, fees, or penalties for late payment of such an income tax or franchise tax. "Termination Event": with respect to any Pension Plan, (a) a Reportable Event, (b) the termination of a Pension Plan under Section 4041(c) of ERISA, or the filing of a notice of intent to terminate a Pension Plan under Section 4041(c) of ERISA, or the treatment of a Pension Plan amendment as a termination under Section 4041(e) of ERISA, (c) the institution of proceedings by the PBGC to terminate a Pension Plan under Section 4042 of ERISA, or (d) the appointment of a trustee to administer any Pension Plan under Section 4042 of ERISA. "Thai Borrower": one or more of the following: Tiffany, Tiffany International or a wholly-owned Subsidiary of the Parent which is organized under the laws of, and has its principal office in, Thailand and which shall become a Borrower pursuant to Section 2.23 hereof. "Thai Baht": freely transferable lawful money of Thailand. "Tiffany Japan": Tiffany & Co. Japan Inc., a Delaware corporation. "Total Debt": as of any date, all Indebtedness of the Parent and its Subsidiaries on a Consolidated basis on such date. "Unfunded Pension Liabilities": with respect to any Pension Plan (other than a Multiemployer Plan), as of the last day of the fiscal year of such Pension Plan preceding the time in question, the amount determined by taking the accumulated benefit obligation, as disclosed in accordance with Statement of Accounting Standards No. 87, "Employers' Accounting for Pensions", over the fair market value of Pen- sion Plan assets. "United States": the United States of America (in- cluding the States thereof and the District of Columbia). "Upstream Dividends": as defined in Section 8.9. "Unrecognized Retiree Welfare Liability": with re- spect to any Employee Benefit Plan that provides postretirement benefits other than pension benefits, the amount of the transition obligation, as determined in ac- cordance with Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," as of the most recent valuation date, that has not been recognized as an expense in the income statement of the Parent and its Consolidated Subsidiaries, provided that (i) prior to the date such Statement is applicable to the Parent, such amount shall be based on an estimate made in good faith of the transition obligation, and (ii) for purposes of determining the aggregate amount of the Unrecognized Retiree Welfare Liability, Plans maintained by a Consolidated Subsidiary of the Parent that is not otherwise an ERISA Affiliate shall be included. B. Principles of Construction (a) All capitalized terms defined in this Agreement shall have the meanings given such capitalized terms herein when used in the other Loan Documents or any certificate, opinion or other document made or delivered pursuant hereto or thereto, unless otherwise expressly provided therein. (b) As used in the Loan Documents and in any cer- tificate, opinion or other document made or delivered pursu- ant thereto, accounting terms not defined in Section 1.1, and accounting terms partly defined in Section 1.1 to the extent not defined, shall have the respective meanings given to them under GAAP. Unless otherwise expressly provided herein, the word "fiscal" when used herein shall refer to the relevant fiscal period of the Parent. (c) The words "hereof", "herein", "hereto" and "hereunder" and similar words when used in each Loan Document shall refer to such Loan Document as a whole and not to any particular provision of such Loan Document, and Section, schedule and exhibit references contained therein shall refer to Sections thereof or schedules or exhibits thereto unless otherwise expressly provided therein. (d) All references herein to a time of day shall mean the then applicable time in New York, New York, unless otherwise expressly provided herein. (e) Section headings have been inserted herein and in the other Loan Documents for convenience only and shall not be construed to be a part hereof or thereof. Unless the context otherwise requires, words in the singular number in- clude the plural, and words in the plural include the singu- lar. (f) Whenever in any Loan Document or in any cer- tificate or other document made or delivered pursuant thereto, the terms thereof require that a Person sign or execute the same or refer to the same as having been so signed or executed, such terms shall mean that the same shall be, or was, duly signed or executed by (i) in respect of any Person that is a corporation, any duly authorized officer thereof, and (ii) in respect of any other Person (other than an individual), any analogous counterpart thereof. (g) The words "include" and "including", when used in each Loan Document, shall mean that the same shall be in- cluded "without limitation", unless otherwise specifically provided. II. AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT A. Loans (a) Subject to the terms and conditions hereof, each Lender severally agrees from time to time during the Commitment Period to make revolving credit loans to one or more of the Core Currency Borrowers in the respective Applicable Currencies (each a "Revolving Loan" and, as the context may require, collectively with all other Revolving Loans of such Lender and with the Revolving Loans of all other Lenders, the "Revolving Loans"), provided, however, that immediately after giving effect thereto, (i) the Ag- gregate Credit Exposure shall not exceed the Aggregate Com- mitments, and (ii) with respect to each Lender, (I) the ag- gregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Re- volving Loan), plus (II) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (III) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender's Commitment. During the Commitment Period, the Core Currency Borrowers may borrow, prepay in whole or in part and reborrow Revolving Loans under the Aggregate Commitments, all in accordance with the terms and conditions of this Agree- ment. (b) Subject to the terms and conditions hereof, Revolving Loans, (i) if to be made in Dollars (each a "Dollar Revolving Loan" and, collectively, the "Dollar Revolving Loans"), shall be made to one or more Domestic Borrowers and shall, at the option of such Domestic Borrowers, be either ABR Advances or Eurodollar Advances, (ii) if to be made in French Francs, shall be made to the French Borrower, (iii) if to be made in German Marks, shall be made to the German Borrower, (iv) if to be made in Japanese Yen, shall be made to the Japanese Borrower, and (v) if to be made in Sterling Pounds, shall be made to the Sterling Borrower. The Re- volving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in the Ap- plicable Currency on the Maturity Date. (c) Subject to and upon the terms and conditions set forth herein, the Swing Line Lender in its individual ca- pacity agrees to make at any time and from time to time dur- ing the Swing Line Commitment Period, a loan or loans (each a "Swing Line Loan" and, collectively, the "Swing Line Loans") to one or more of the Swing Line Borrowers, which Swing Line Loans (i) shall, at the option of the applicable Swing Line Borrower, be made and maintained as Dollar Swing Line Loans or Alternate Currency Swing Line Loans in an Available Alter- nate Currency, (ii) may be repaid and reborrowed in ac- cordance with the provisions hereof, (iii) shall not, im- mediately after giving effect thereto, result in the Ag- gregate Credit Exposure exceeding the Aggregate Commitments, and (iv) shall not, immediately after giving effect thereto, result in the aggregate outstanding principal amount of all Swing Line Loans (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Swing Line Loan) exceeding the Swing Line Commitment. The Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when any Lender (other than the Swing Line Lender) shall be in default of its obligations under this Agreement unless the Swing Line Lender has entered into arrangements satisfactory to it and the Parent to eliminate the Swing Line Lender's risk with respect to each defaulting Lender's par- ticipation in such Swing Line Loans. The Swing Line Lender will not make a Swing Line Loan (i) if the Administrative Agent or any Lender by notice to the Swing Line Lender, the Parent and the affected Swing Line Borrower prior to the time such Swing Line Loan is to be made, shall have determined that any of the applicable conditions set forth in Sections 5 and 6 have not been satisfied and such conditions remain unsatisfied as of the requested time of making such Swing Line Loan or (ii) to the extent that immediately after giving effect thereto the Aggregate Credit Exposure would exceed the Aggregate Commitments (each a "Non-Swing Loan Event"). Swing Line Loans shall mature and be due and payable on the earlier of, with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan maintained as an ABR Advance, (x) the last day of the Swing Line Interest Period applicable thereto and (y) the Maturity Date. Subject to the terms and conditions hereof, Swing Line Loans, (i) if to be made in Dollars (each a "Dollar Swing Line Loan" and, collectively, the "Dollar Swing Line Loans"), shall be made to one or more Domestic Borrowers and shall be ABR Advances, (ii) if to be made in French Francs, shall be made to the French Borrower, (iii) if to be made in German Marks, shall be made to the German Borrower, (iv) if to be made in Japanese Yen, shall be made to the Japanese Borrower, and (v) if to be made in Sterling Pounds, shall be made to the Sterling Borrower. (d) On any Business Day, the Swing Line Lender may, in its sole discretion, give notice to the Lenders and the Parent (on behalf of all Swing Line Borrowers) that its outstanding Swing Line Loans shall be funded with a borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a De- fault or an Event of Default under Sections 9.1(g) or (h)), in which case one or more borrowings of Revolving Loans con- stituting ABR Advances (or constituting one or more Eurodol- lar Advances specified by the Parent in accordance with Sec- tion 2.3(a)) or Alternate Currency Revolving Loans with a one month Euro Interest Period (or such other Euro Interest Period(s) specified by the Parent in accordance with Section 2.3(a)) in the Applicable Currency, as the case may be (each such borrowing a "Mandatory Borrowing"), shall be made on the fifth Business Day immediately succeeding such notice by all Lenders pro rata based on each such Lender's Availability Percentage immediately prior thereto but after giving effect to any prepayment of Revolving Loans, Individual Currency Loans, or Swing Line Loans, or any payment of reimbursement obligations in respect of the Letters of Credit, to be made simultaneously therewith, and the proceeds thereof shall be applied directly to the Swing Line Lender to repay the Swing Line Lender for such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Revolving Loans in Dollars or the Applicable Currency, as the case may be, pursuant to each Mandatory Borrowing in respect of any Swing Line Loan in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swing Line Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Loans otherwise required hereunder, (ii) whether any conditions specified in Sections 5 and 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the aggregate principal amount of all Loans then outstanding (determined on the basis of the Dollar Equivalent of each outstanding Alternate Currency Loan), (vi) the Aggregate Credit Exposure at such time and (vii) the amount of the Aggregate Commitments at such time, provided that no Non-Swing Loan Event shall have occurred and be continuing with respect to such Swing Line Loan. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the com- mencement of any proceeding referred to in Sections 9.1(g) or (h)) then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would other- wise have occurred, but adjusted for any payments received from the Parent or the applicable Swing Line Borrower on or after such date and prior to such purchase) from the Swing Line Lender such assignments in each outstanding Swing Line Loan as shall be necessary to cause the Lenders to share in each such Swing Line Loan ratably based upon their respective Availability Percentages at such time, provided that no Non-Swing Loan Event shall have occurred and be continuing with respect to such Swing Line Loan, and provided further that all interest payable on each such Swing Line Loan shall be for the account of the Swing Line Lender until the date as of which the respective assignment therein is purchased and, to the extent attributable to the purchased assignment, shall be payable to the relevant Lender from and after such date. Each Lender agrees promptly to indemnify the Swing Line Lender for any costs or expenses the Swing Line Lender may incur as a result of the failure of such Lender to fulfill its obligations under this Section 2.1(d). (e) Subject to the terms and conditions hereof, each Lender in its individual capacity agrees to make at any time and from time to time during the Commitment Period a loan or loans under one or more of its Individual Currency Commitments (each an "Individual Currency Loan" and, as the context may require, collectively with all other Individual Currency Loans of such Lender and, as the context may re- quire, with the Individual Currency Loans of all other Lend- ers, the "Individual Currency Loans") to one or more of the applicable Non-Core Currency Borrowers in the respective Ap- plicable Currencies, provided, however, that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Credit Exposure attributable to all Loans and Letters of Credit designated in Non-Core Currencies shall not exceed $60,000,000, (iii) with respect to any Applicable Currency, (x) the aggregate principal amount of the Individual Currency Loans of such Lender designated in such Applicable Currency shall not exceed such Lender's Individual Currency Commitment for such Applicable Currency and (y) the sum of the aggregate principal amount of the Individual Currency Loans of all Lenders in such Applicable Currency and the Letter of Credit Exposure attributable to all Letters of Credit issued in such Applicable Currency (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan and each such Letter of Credit) shall not exceed $5,000,000, and (iv) with respect to each Lender (x) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (y) the aggregate principal amount of all Revolving Loans then outstanding from such Lender (de- termined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Revolving Loan), plus (z) the SL/LC Credit Exposure of such Lender, shall not ex- ceed such Lender's Commitment. During the Commitment Period, the Non-Core Currency Borrowers may borrow, prepay in whole or in part and reborrow Indi- vidual Currency Loans under the Aggregate Individual Currency Commitments, all in accordance with the terms and conditions of this Agreement. (f) Subject to the terms and conditions hereof, Individual Currency Loans, (i) if to be made in Australian Dollars, shall be made to the Australian Borrower, (ii) if to be made in Canadian Dollars, shall be made to the Canadian Borrower, (iii) if to be made in Hong Kong Dollars, shall be made to the Hong Kong Borrower, (iv) if to be made in Italian Lira, shall be made to the Italian Borrower, (v) if to be made in Korean Won, shall be made to the Korean Borrower, (vi) if to be made in Malaysian Ringgit, shall be made to the Malaysian Borrower, (vii) if to be made in Mexican Pesos, shall be made to the Mexican Borrower, (viii) if to be made in Philippine Pesos, shall be made to the Philippine Borrower, (ix) if to be made in Singaporean Dollars, shall be made to the Singaporean Borrower, (x) if to be made in Swiss Francs, shall be made to the Swiss Borrower, (xi) if to be made in New Taiwan Dollars, shall be made to the Taiwanese Borrower, and (xii) if to be made in Thai Baht, shall be made to the Thai Borrower. Each Individual Currency Loan shall be due and payable on the earlier of (x) the last day of the Individual Currency Interest Period applicable thereto and (y) the Maturity Date. B. Minimum Amount of Each Borrowing (a) The aggregate principal amount of each bor- rowing of Revolving Loans shall not (x) in the case of Re- volving Loans constituting ABR Advances, be less than $500,000 or such amount and a whole multiple of $100,000 in excess thereof, and (y) in the case of Eurodollar Advances and Core Currency Euro Advances, be less than $500,000 or such amount and a whole multiple of $100,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in excess thereof in the case of a borrowing of Alternate Cur- rency Revolving Loans), provided, in each case that Mandatory Borrowings shall be made in the amounts required by Section 2.1(d). (b) The aggregate principal amount of each borrow- ing of Swing Line Loans shall not be less than $100,000 or such amount plus a multiple of $50,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dol- lar Equivalent of approximately $100,000 or such amount plus a whole multiple of approximately $50,000 in excess thereof in the case of a borrowing of Alternate Currency Swing Line Loans). (c) The aggregate principal amount of each borrow- ing of Individual Currency Loans shall not be less than an amount in the applicable Non-Core Alternate Currency having a Dollar Equivalent of approximately $100,000 or such amount plus a whole multiple of approximately $50,000 in excess thereof. (d) At no time shall the aggregate outstanding number (whether as a result of borrowings or conversions), of all (x) Eurodollar Advances exceed 5, (y) all Core Currency Euro Advances exceed 10 and (z) all Individual Currency Loans exceed 18. (e) The aggregate number of all Bid Requests shall not exceed 12 (or such other number as the Parent and the Ad- ministrative Agent shall agree from time to time) in any fis- cal quarter. C. Notice of Borrowing (a) Whenever a Borrower desires to borrow Loans hereunder (excluding Swing Line Loans, Bid Loans, Negotiated Rate Loans, Individual Currency Loans and Mandatory Borrow- ings), the Parent and such Borrower shall give the Adminis- trative Agent at its office set forth in Section 11.2 (i) no later than 10:00 A.M. on the date that an ABR Advance is to be made written notice (or telephonic notice promptly con- firmed in writing) of each ABR Advance, (ii) no later than 10:00 A.M. at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Advance and (iii) no later than 11:00 A.M. at least three Business Days' prior written notice (or tele- phonic notice promptly confirmed in writing) of each Alter- nate Currency Loan (other than an Individual Currency Loan) to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given be- fore 10:00 A.M. on such day in the case of clauses (i) and (ii) above and 11:00 A.M. on such day in the case of clause (iii) above. Each such written notice or written confirma- tion of telephonic notice (each a "Notice of Borrowing"), shall be irrevocable and shall be given by the Parent and the applicable Borrower in the form of Exhibit C, appropriately completed to specify (A) the name of such Borrower, (B) the date of such borrowing (which shall be a Business Day), (C) the Applicable Currency for such Loans, (D) the aggregate principal amount of the Loans to be made (stated in the Ap- plicable Currency), (E) in the case of Dollar Loans, whether the Loans being made are to be initially maintained as ABR Advances or Eurodollar Advances and (F) in the case of all Loans (other than ABR Advances), the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender notice of such proposed borrowing, of such Lender's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (b) (i) Whenever a Swing Line Borrower desires to borrow Swing Line Loans hereunder, the Parent and such Swing Line Borrower shall give the Swing Line Lender a Notice of Borrowing (or telephonic notice promptly confirmed by deliv- ery of a Notice of Borrowing) at its office set forth in Sec- tion 11.2 no later than (x) 1:00 P.M. on the requested Bor- rowing Date in respect of a Dollar Swing Line Loan, (y) 10:00 A.M. at least one Business Day prior to the requested Borrow- ing Date in respect of an Alternate Currency Swing Line Loan in Sterling Pounds and (z) 10:00 A.M. at least two Business Days prior to the requested Borrowing Date in respect of any other Alternate Currency Swing Line Loan, provided, that any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. on such day in the case of clause (x) above or 10:00 A.M. on such day in the case of clause (y) or (z) above. Each such notice shall be ir- revocable and specify in each case (A) the name of such Swing Line Borrower, (B) the date of such incurrence (which shall be a Business Day) (C) the Applicable Currency for such Swing Line Loans, (D) the aggregate principal amount of such Swing Line Loans (stated in the Applicable Currency) and (E) the requested amount and the requested Swing Line Interest Period and maturity date with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan made as an ABR Advance. Upon receipt from the Parent and the applicable Swing Line Borrower of a Notice of Borrowing which requests one or more Swing Line Negotiated Rate Advances, the Swing Line Lender shall, following discussion with the Parent regarding the proposed Swing Line Negotiated Rate for such Swing Line Nego- tiated Rate Advance, confirm in writing to the Parent the applicable Swing Line Negotiated Rate (x) 12:00 Noon one Business Day prior to the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in Sterling Pounds and (y) 12:00 Noon two Business Days prior to the re- quested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in a Core Currency (other than Dollars and Ster- ling Pounds). (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(d), with each Swing Line Borrower irrevocably agreeing, by its borrowing of any Swing Line Loan, to the making of the Mandatory Borrowings as set forth in Section 2.1(d). (c) Whenever any Non-Core Currency Borrower de- sires to borrow Individual Currency Loans hereunder, the Par- ent and such Non-Core Currency Borrower shall give the ap- plicable Lenders and the Administrative Agent at their re- spective offices set forth in 11.2 a Notice of Borrowing (or telephonic notice promptly confirmed by delivery of a Notice of Borrowing) no later than 11:00 A.M. at least three Busi- ness Days' prior to the requested Borrowing Date in respect of such Individual Currency Loans, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. on such day. Upon its receipt of any such Notice of Borrowing, the Administrative Agent shall promptly confirm in writing its receipt of such Notice of Borrowing to each applicable Lender; only upon receipt by such Lender of such written confirmation from the Administrative Agent will such Notice of Borrowing become effective. Each such notice of the Borrower shall be ir- revocable and shall specify (A) the name of such Non-Core Borrower, (B) the date of such borrowing (which shall be a Business Day), (C) the Applicable Currency for such Individual Currency Loans, (D) the aggregate principal amount of such Individual Currency Loans (stated in the Applicable Currency), and (E) the Interest Period to be applicable thereto. (d) Without in any way limiting the obligation of any Borrower to confirm in writing any telephonic notice of any incurrence of Loans, the Administrative Agent or the Swing Line Lender (in the case of any borrowing of Swing Line Loans), as the case may be, may act without liability upon the basis of telephonic notice of such borrowing, believed by the Administrative Agent or the Swing Line Lender, as the case may be, in good faith to be from such Borrower prior to receipt of written confirmation. D. Disbursement of Funds (a) Revolving Loans and Swing Line Loans. No later than 12:00 Noon (local time in the city in which the proceeds of Loans (other than Bid Loans, Negotiated Rate Loans and In- dividual Currency Loans) are to be made available in ac- cordance with the terms hereof) on the date specified in each Notice of Borrowing (or no later than 5:00 P.M. (New York City time) on the date specified for the borrowing of each Dollar Swing Line Loan and each Dollar Revolving Loan), each Lender will make available its pro rata portion of the Loans requested to be made on such date (or in the case of Swing Line Loans, the Swing Line Lender shall make available the full amount thereof), in the Applicable Currency. All such Loans shall be made available in immediately available funds at the Applicable Payment Office of the Administrative Agent, and the Administrative Agent will make available to the ap- plicable Borrower at such Applicable Payment Office, in the Applicable Currency, and in immediately available funds, the aggregate of the amounts so made available by the Lenders prior to 2:30 P.M. (local time in the city in which the pro- ceeds of such Loans are to be made available in accordance with the terms hereof) on such day (or 5:00 P.M. (New York City time) on such day for Dollar Swing Line Loans and Dollar Revolving Loans), in each case to the extent of funds actu- ally received by the Administrative Agent. (b) Bid Loans. No later than 12:00 Noon (local time in the city in which the proceeds of such Bid Loans are to be made available in accordance with the terms hereof) on the relevant Borrowing Date, each Lender whose Bid was ac- cepted by the applicable Borrower shall make available the proceeds of such Lender's Bid Loan(s) (x) in the case of Dol- lar Bid Loans, to the Administrative Agent at its Applicable Payment Office and (y) in the case of Alternate Currency Bid Loans, directly to such Borrower at such Lender's Applicable Payment Office, in each case in immediately available funds in the Applicable Currency. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, if directed by the Required Lenders and with the consent of the Administrative Agent, the proceeds of all such Bid Loans shall be made available in immediately available funds at the Applicable Payment Office of the Administrative Agent. All amounts made available to the Administrative Agent on the applicable Borrowing Date pursuant to the pre- ceding two sentences will then be made available on such date to the applicable Borrower by the Administrative Agent at the Applicable Payment Office of the Administrative Agent to the extent of funds actually received by the Administrative Agent no later than 2:30 P.M. (local time in the city in which the proceeds of such loans are to be made available in accordance with the terms hereof). (c) Negotiated Rate Loans. No later than 12:00 Noon (local time in the city in which the proceeds of such Negotiated Rate Loans are to be made available in accordance with the terms hereof) on the relevant Borrowing Date for each Negotiated Rate Loan, the applicable Lender shall make available the proceeds of such Negotiated Rate Loan (x) in the case of Dollar Negotiated Rate Loans, to the Adminis- trative Agent at its Applicable Payment Office and (y) in the case of Alternate Currency Negotiated Rate Loans, directly to the applicable Borrower at such Lender's Applicable Payment Office, in each case in immediately available funds in the Applicable Currency. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, if directed by the Required Lenders and with the consent of the Administrative Agent, the proceeds of all such Negoti- ated Rate Loans shall be made available in immediately avail- able funds at the Applicable Payment Office of the Adminis- trative Agent. All amounts made available to the Administra- tive Agent on the applicable Borrowing Date pursuant to the preceding two sentences will then be made available on such date to the applicable Borrower by the Administrative Agent at the Applicable Payment Office of the Administrative Agent to the extent of funds actually received by the Administra- tive Agent no later than 2:30 P.M. (local time in the city in which the proceeds of such loans are to be made available in accordance with the terms hereof). (d) Individual Currency Loans. No later than 12:00 Noon (local time in the city in which the proceeds of such Individual Currency Loans are to be made available in ac- cordance with the terms hereof) on the relevant Borrowing Date for each Individual Currency Loan, the applicable Lender shall make available the proceeds of such Individual Currency Loan directly to the applicable Borrower at such Lender's Ap- plicable Payment Office, in each case in immediately avail- able funds in the Applicable Currency. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, if directed by the Required Lenders and with the consent of the Administrative Agent, the proceeds of all such Individual Currency Loans shall be made available in immediately available funds at the Applicable Payment Office of the Administrative Agent. All amounts made available to the Administrative Agent on the applicable Borrowing Date pursuant to the preceding two sentences will then be made available on such date to the applicable Borrower by the Ad- ministrative Agent at the Applicable Payment Office of the Administrative Agent to the extent of funds actually received by the Administrative Agent no later than 2:30 P.M. (local time in the city in which the proceeds of such loans are to be made available in accordance with the terms hereof). (e) Failure to Fund. Unless the Administrative Agent shall have been notified by a Lender prior to the making of any Loans that such Lender does not intend to make available to the Administrative Agent either (w) such Lender's portion of the Loans (other than Bid Loans, Individual Currency Loans and Negotiated Rate Loans) to be made on such date, (x) such Lender's Bid Loan which is to be made available to the Administrative Agent, (y) such Lender's Negotiated Rate Loan which is to be made available to the Administrative Agent or (z) such Lender's Individual Currency Loan which is to be made available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Borrowing Date and the Administrative Agent may, in re- liance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be enti- tled to recover such corresponding amount on demand from such Lender together with all costs and expenses incurred by the Administrative Agent in connection therewith. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the applicable Borrower. The Ad- ministrative Agent shall be entitled to recover on demand from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect (or in the case of Alternate Currency Loans, at a rate based upon the all-in cost of funds for the Applicable Currency) on each such day (as determined by the Administrative Agent). If such cor- responding amount is not made available by such Lender to the Administrative Agent within one Business Day after such Bor- rowing Date, the Administrative Agent shall also be entitled to receive from the applicable Borrower such amount, together with (w) in the case of a Loan (other than a Bid Loan, an In- dividual Currency Loan and a Negotiated Rate Loan), the rate of interest applicable to such Loan as determined pursuant to Section 2.8, (x) in the case of Bid Loan, the applicable in- terest rate for such Bid Loan (or in the case of Alternate Currency Bid Loans, at a rate based upon the all-in cost of funds for the Applicable Currency) (y) in the case of a Nego- tiated Rate Loan, the applicable interest rate for such Nego- tiated Rate Loan (or in the case of Alternate Currency Negotiated Rate Loans, at a rate based upon the all-in cost of funds for the Applicable Currency), or (z) in the case of an Individual Currency Loan, the applicable rate based upon the all-in cost of funds for the Applicable Currency. Noth- ing in this Section shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the applicable Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder. (f) Borrower Accounts. Each Loan made to a Borrower shall be made to its applicable payment account specified on Exhibit T or such other account which it may from time to time specify by written notice to the Administrative Agent and the Lenders. E. Payments. (a) Loans and Fees. Except as otherwise specifi- cally provided herein, each payment, including each prepay- ment, of principal and interest on the Revolving Loans, the Individual Currency Loans, the Negotiated Rate Loans, the Bid Loans, the Facility Fee and the Letter of Credit Commissions shall be made by the Borrowers to the Administrative Agent at its Applicable Payment Office in funds immediately available to the Administrative Agent at such office by 12:00 Noon (lo- cal time in the city in which such Applicable Payment Office is located) on the due date for such payment, provided, how- ever, that unless an Event of Default has occurred and is continuing and the Required Lenders have directed the Admin- istrative Agent and the Borrowers to the contrary, and the Administrative Agent shall have consented thereto, each pay- ment, including each prepayment, of principal and interest on the Alternate Currency Bid Loans, the Alternate Currency Ne- gotiated Rate Loans, and the Individual Currency Loans shall be made directly by the applicable Borrower to the applicable Lender at the Applicable Payment Office of such Lender by 12:00 Noon (local time in the city in which such Lender's Ap- plicable Payment Office is located). Promptly upon receipt by the Administrative Agent of payments made to it pursuant to this Section 2.5(a), the Administrative Agent shall remit such payment in like funds as received to the Lenders (x) (i) in the case of the Facility Fee, according to the Commitment Percentage of each Lender, and (ii) in the case of the Letter of Credit Commissions, the average daily Availability Percentage of each Lender for the period in respect of which such payment was made and (y) pro rata according to the ag- gregate outstanding principal balance of the Revolving Loans, the applicable Individual Currency Loans, the applicable Negotiated Rate Loans or the applicable Bid Loans, as the case may be, of each Lender, in the case of principal and interest thereon. The Parent and each Lender shall promptly notify the Administrative Agent of the date and amount of each direct payment made by a Borrower to such Lender in respect of each Alternate Currency Bid Loan, each Alternate Currency Negotiated Rate Loan and each Individual Currency Loan pursuant to this Section 2.5(a). (b) Swing Line Loans. Each payment, including each prepayment, of principal and interest on the Swing Line Loans shall be made by the applicable Swing Loan Borrower to the Administrative Agent at its Applicable Payment Office in funds immediately available to the Administrative Agent at such office by 12:00 Noon (local time in the city in which such Applicable Payment Office is located) on the due date for such payment and, promptly upon receipt thereof by the Administrative Agent, shall be remitted by the Administrative Agent in like funds as received, to the Swing Line Lender. (c) Late Payments. The failure of any of the Bor- rowers to make any such payment by the time required above in this Section 2.5 shall not constitute a default hereunder, provided that such payment is made on such due date, but any such payment made after 12:00 Noon (local time in the city in which such Applicable Payment Office is located) on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts out- standing on the applicable Loans. (d) Alternate Currencies. The principal of and in- terest on each Alternate Currency Loan shall be paid only in the Applicable Currency for such Alternate Currency Loan. (e) Payments Due on Days Which are Not Business Days. If any payment hereunder shall be due and payable on a day which is not a Business Day, the due date thereof (except as otherwise provided herein) shall be extended to the next Business Day and with respect to payments in respect of prin- cipal and interest shall be payable at the applicable rate specified herein during such extension. F. Conversions (a) Each applicable Borrower shall have the option to convert on any Business Day all or a portion of the out- standing principal amount of ABR Advances (other than ABR Ad- vances constituting Swing Line Loans), Eurodollar Advances or Core Currency Euro Advances into (i) in the case of an ABR Advance, one or more Eurodollar Advances, (ii) in the case of a Eurodollar Advance, one or more ABR Advances or one or more new Eurodollar Advances and (iii) in the case of a Core Cur- rency Euro Advance, one or more new Core Currency Euro Ad- vances of the same Core Currency, provided that (A) except as otherwise provided in Section 2.14(b), Eurodollar Advances may be converted into ABR Advances or new Eurodollar Advances only on the last day of the Interest Period applicable to the Eurodollar Advances being converted, (B) except as otherwise provided in Section 2.14(b), Core Currency Euro Advances may be converted into new Core Currency Euro Advances only on the last day of the Interest Period applicable to the Core Cur- rency Euro Advances being converted, (C) the outstanding principal amount of the new Eurodollar Advances having the same Interest Period or the new Core Currency Euro Advances having the same Interest Period shall be in an amount equal to $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in excess thereof in the case of such Core Currency Euro Advances), (D) the outstanding principal amount of the new ABR Advances shall be in an amount equal to $500,000 or such amount plus a whole multiple of $100,000 in excess thereof, (E) ABR Advances or Eurodollar Advances may not be converted into Eurodollar Advances if any Default or Event of Default is in existence on the date of the conversion and the Administrative Agent or the Required Lenders have determined that such a conversion is not appropriate, and (F) no con- version pursuant to this Section shall result in a greater number of Eurodollar Advances or Core Currency Euro Advances than is permitted under Section 2.2(d). (b) Each such conversion shall be effected by the applicable Borrower by giving the Administrative Agent, at its office set forth in Section 11.2 prior to 10:00 A.M. in the case of Dollar Loans, at least two Business Days prior written notice and, in the case of Core Currency Euro Ad- vances, at least three Business Days prior written notice (each a "Notice of Conversion"), specifying the ABR Advances, the Eurodollar Advances or the Core Currency Euro Advances to be so converted, the date of such conversion (which shall be a Business Day) and, if to be converted into Eurodollar Ad- vances or Core Currency Euro Advances, the Interest Period to be applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. (c) If with respect to the expiration of an exist- ing Interest Period for a Eurodollar Advance or a Core Cur- rency Euro Advance the applicable Borrower has failed to de- liver a Notice of Conversion with respect thereto, such Bor- rower shall be deemed to have elected (i) if a Eurodollar Ad- vance, to convert such Eurodollar Advance to an ABR Advance and (ii) if a Core Currency Euro Advance, to convert such Core Currency Euro Advance to a new Core Currency Euro Ad- vance with a one month Interest Period, in either case effec- tive as of the expiration date of such existing Interest Pe- riod. G. Pro Rata Borrowings; Special Procedures and Assumptions (a) Pro Rata Borrowings. In connection with each borrowing of Revolving Loans, each Lender shall make available an amount equal to the aggregate amount of such Revolving Loans, multiplied by such Lender's Availability Percentage calculated in accordance with Section 2.7(b). It is understood that no Lender shall be responsible for any default by any other Lender of its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder. (b) Special Procedures and Assumptions. Notwithstanding anything to the contrary contained herein: (i) all Notices of Borrowing and all Letter of Credit Requests to be delivered to the Administrative Agent on the same day shall be delivered to the Adminis- trative Agent at the same time; (ii) with respect to any Loans (other than a Bid Loan or a Negotiated Rate Loan) or Letters of Credit requested pursuant to one or more Notices of Borrowing or Letter of Credit Requests delivered to the Agent on the same day, during the period commencing on the date of such delivery to the Administrative Agent and ending on the Borrowing Date of the last such Loan or the date of issuance of the last such Letter of Credit to be made or issued pursuant to such Notices of Borrowing or Letter of Credit Requests (the "Borrowing/Issuance Period"): (A) no additional Loan (other than a Bid Loan or a Negotiated Rate Loan) shall be requested to be made and no additional Letter of Credit shall be requested to be issued; (B) no Loan (other than a Bid Loan or a Nego- tiated Rate Loan) shall be voluntarily prepaid; and (C) neither the Aggregate Commitments, the Swing Line Commitment, any Individual Currency Com- mitment of any Lender, nor the Letter of Credit Commitment shall be voluntarily reduced; (iii) for purposes of calculating the Availability Percentage for any Revolving Loans requested to be made during any Borrowing/Issuance Period: (A) any payment of any Revolving Loan, Individual Currency Loan, Swing Line Loan or reimbursement obligation in respect of a Letter of Credit which is scheduled to be made during such Borrowing/Issuance Period shall be deemed to have been made immediately prior to the commencement of such Borrowing/Issuance Period; (B) any Letter of Credit which is scheduled to expire or otherwise terminate during such Borrowing/Issuance Period shall be deemed to have expired or otherwise terminated immediately prior to the commencement of such Borrowing/Issuance Period; (C) any Individual Currency Loans which are to be made during such Borrowing/Issuance Period shall be deemed to have been made immediately prior to the making of any Revolving Loans or Swing Line Loans, or the issuance of any Letters of Credit, during such Borrowing/Issuance Period; and (D) any Revolving Loans, Swing Line Loans and Letters of Credit which are to be made or issued during such Borrowing/Issuance Period shall be deemed to have been made and issued simultaneously; and (iv) the Availability Percentage during any Borrowing/Issuance Period shall be determined by the Administrative Agent in accordance with this Section 2.7(b) on the first day of such Borrowing/Issuance Period and shall continue in effect through the last day of such Borrowing/Issuance Period. H. Interest (a) Each Domestic Borrower agrees to pay interest in respect of the unpaid principal amount of each ABR Advance made to such Domestic Borrower from the date thereof until the conversion or maturity (whether by acceleration or other- wise) of such ABR Advance, at a rate per annum which shall be equal to the sum of the Applicable Margin plus the Alternate Base Rate in effect from time to time. (b) Each Domestic Borrower agrees to pay interest in respect of the unpaid principal amount of each Eurodollar Advance made to such Domestic Borrower from the date thereof until the conversion or maturity (whether by acceleration or otherwise) of such Eurodollar Advance, at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin plus the Euro- dollar Rate for such Interest Period. (c) Each Borrower agrees to pay interest in re- spect of the unpaid principal amount of each Core Currency Euro Advance made to such Borrower from the date thereof un- til the conversion or maturity (whether by acceleration or otherwise) of such Core Currency Euro Advance at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin plus the Core Currency Euro Rate for such Interest Period. (d) Each Non-Core Currency Borrower agrees to pay interest in respect of the unpaid principal amount of each Individual Currency Loan made to such Non-Core Currency Bor- rower from the date thereof until the maturity (whether by acceleration or otherwise) of such Individual Currency Loan at a rate per annum which shall, during the Interest Period applicable thereto, be equal to the sum of the Applicable Margin plus the Individual Currency Rate for such Interest Period. (e) Each Swing Line Borrower agrees to pay inter- est in respect of the unpaid principal amount of each Swing Line Negotiated Rate Advance made to such Swing Line Borrower from the date thereof until the maturity (whether by ac- celeration or otherwise) of such Swing Line Negotiated Rate Advance at a rate per annum which shall, during the Interest Period applicable thereto, be equal to the Swing Line Negoti- ated Rate for such Interest Period. (f) Each Borrower agrees to pay interest in re- spect of the unpaid principal amount of each Bid Loan made to such Borrower from the date thereof until the maturity (whether by acceleration or otherwise) of such Bid Loan at a rate per annum which shall, during the Interest Period ap- plicable thereto, be equal to the Bid Rate for such Interest Period. (g) Each Borrower agrees to pay interest in re- spect of the unpaid principal amount of each Negotiated Rate Loan made to such Borrower from the date thereof until the maturity (whether by acceleration or otherwise) of such Nego- tiated Rate Loan at a rate per annum which shall, during the Interest Period applicable thereto, be equal to the Negoti- ated Rate for such Interest Period. (h) Overdue principal and, to the extent permitted by law, overdue interest in respect of each Loan shall, in each case, bear interest at a rate per annum equal to the rate which is 2% in excess of the rate applicable to such Loan (or in the case of a Dollar Bid Loan or a Dollar Negoti- ated Rate Loan, 2% in excess of the Alternate Base Rate, or in the case of an Alternate Currency Bid Loan, an Alternate Currency Swing Line Loan, an Alternate Currency Negotiated Rate Loan, an Individual Currency Loan or a Letter of Credit designated in an Alternate Currency, 2% in excess of the all-in rate determined by the applicable Lender, Issuing Bank or Swing Line Lender, as the case may be, as its cost of funds in the Applicable Currency or, in the case of such Let- ter of Credit, the applicable Currency) until paid in full (whether before of after the entry of a judgment thereon). If all or any portion of any reimbursement obligation in re- spect of a Letter of Credit designated in Dollars shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the Alternate Base Rate plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon). Any other overdue amount payable hereunder shall, to the extent permitted by law, bear interest at a rate per annum equal to the Alternate Base Rate plus 2% until paid in full (whether before or after the entry of a judgment thereon). All such interest shall be payable on demand. (i) Accrued (and theretofore unpaid) interest shall be payable (i) in respect of each ABR Advance consti- tuting a Revolving Loan, quarterly in arrears on each Quar- terly Payment Date, (ii) in respect of each Eurodollar Ad- vance and each Core Currency Euro Advance, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, (iii) in respect of each Bid Loan, Ne- gotiated Rate Loan, Individual Currency Loan, Swing Line Ne- gotiated Rate Advance and ABR Advance made as a Swing Loan, on the last day of the Interest Period applicable thereto, and (iv) in respect of each Loan, on any repayment or prepay- ment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. (j) The Administrative Agent shall determine the respective interest rate for each Interest Period applicable to a Eurodollar Advance or Core Currency Euro Advance for which such determination is being made and shall promptly no- tify the applicable Borrower and the Lenders thereof. (k) Interest on all Loans shall be calculated on the basis of a 360 day year for the actual number of days elapsed except that interest on ABR Advances to the extent based on the BNY Rate, interest on Core Currency Euro Ad- vances in Sterling Pounds and interest on Individual Currency Loans designated in Australian Dollars, Canadian Dollars, Italian Lira and New Taiwan Dollars shall be calculated on the basis of a 365 or 366-day year (as the case may be). Any change in the interest rate on the Loans resulting from a change in the Alternate Base Rate or the Federal Funds Rate shall become effective as of the opening of business on the day on which such change shall become effective. The Administrative Agent shall, as soon as practicable, notify the Parent (on behalf of all Borrowers) and the Lenders of the effective date and the amount of each change in the BNY Rate, but any failure so to notify shall not in any manner affect the obligation of the Borrowers to pay interest on the Loans in the amounts and on the dates required. Each determination of (i) the Alternate Base Rate, a Eurodollar Rate or a Core Currency Euro Rate by the Administrative Agent, (ii) an Individual Currency Rate by the applicable Lender, and (iii) an all-in cost of funds rate or any rate based thereon by the Administrative Agent or the Reference Lender, or such applicable Lender, as the case may be, in each case pursuant to this Agreement shall be conclusive and binding on all parties hereto absent manifest error. The Borrowers acknowledge that to the extent interest payable on ABR Advances is based on the BNY Rate, such Rate is only one of the bases for computing interest on loans made by the Lenders, and by basing interest payable on ABR Advances on the BNY Rate, the Lenders have not committed to charge, and the Borrowers have not in any way bargained for, interest based on a lower or the lowest rate at which the Lenders may now or in the future make loans to other borrowers. (l) Decreases in the Applicable Margin resulting from a change in Pricing Levels I, II, III, IV and/or V shall become effective upon the delivery by the Parent to the Ad- ministrative Agent of a certificate of the Responsible Officer certifying as to a change in the Rating by Moody's or S&P of the senior unsecured long term debt rating of the Parent. Increases in the Applicable Margin shall become ef- fective on the effective date of any downgrade or withdrawal in the Rating by Moody's or S&P of the senior unsecured long term debt rating of the Parent. (m) If the Reference Lender shall for any reason no longer be a Lender, it shall thereupon cease to be the Reference Lender. The Administrative Agent shall, by notice to the Borrowers and the Lenders, designate another Lender as the Reference Lender so that there shall at all times be at least one Reference Lender. The Reference Lender shall use its best efforts to furnish quotations of rates to the Admin- istrative Agent on a timely basis as contemplated hereby. I. Termination or Reduction of Aggregate Commitments, Swing Line Commitment, Individual Currency Commitments and Letter of Credit Commitment (a) Voluntary Reductions. The Parent shall have the right, upon at least three Business Days' prior written notice to the Administrative Agent, at any time to terminate the Aggregate Commitments or the Letter of Credit Commitment or from time to time to reduce permanently the Aggregate Com- mitments or the Letter of Credit Commitment, provided, how- ever, that any such reduction shall be in the amount of $10,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (b) Swing Line Commitment. The Parent shall have the right, upon at least three Business Days' prior written notice to the Administrative Agent and the Swing Line Lender, at any time, to reduce permanently the Swing Line Commitment in whole at any time, or in part from time to time, to an amount not less than the aggregate principal balance of the Swing Line Loans then outstanding (after giving effect to any contemporaneous prepayment thereof) without premium or pen- alty, provided that each partial reduction of the Swing Line Commitment shall be in an amount equal to $10,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (c) Individual Currency Commitments. The Parent shall have the right, upon at least three Business Days' prior written notice to the Administrative Agent and the ap- plicable Lender, at any time, to reduce permanently any Indi- vidual Currency Commitment of such Lender in whole at any time, or in part from time to time, to an amount not less than the aggregate principal balance of the Individual Cur- rency Loans of such Lender then outstanding under such Indi- vidual Currency Commitment (after giving effect to any con- temporaneous prepayment thereof) without premium or penalty provided that each partial reduction of such Individual Cur- rency Commitment shall be in an amount in the applicable Non- Core Currency having a Dollar Equivalent of approximately $1,000,000 or such amount plus a whole multiple of ap- proximately $1,000,000 in excess thereof. (d) In General. Each reduction of the Aggregate Commitments shall be applied pro rata according to the Commitment Percentage of each Lender, and each reduction in the Letter of Credit Commitment shall be applied pro rata according to the Availability Percentage of each Lender at the time of such reduction. Simultaneously with each reduc- tion of the Aggregate Commitments under this Section, the Borrowers shall pay the Facility Fee accrued on the amount by which the Aggregate Commitments have been reduced. Simultaneously with each reduction of the Aggregate Commit- ments, the Swing Line Commitment and the Individual Currency Commitments, the Borrowers shall prepay the Loans as required by Section 2.10. The Aggregate Commitments shall not be re- duced below an amount equal to the Aggregate Credit Exposure (after giving effect to any prepayment of the Loans made si- multaneously with such reduction of the Aggregate Commit- ments). The Aggregate Commitments shall not be reduced to the extent, immediately after giving effect thereto, the Commitment of any Lender would exceed the sum of (I) the ag- gregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Re- volving Loan), plus (II) the aggregate principal amount of all Individual Currency Loans then outstanding from such Lender (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan), plus (III) the SL/LC Credit Exposure of such Lender. The Letter of Credit Commitment shall not be reduced below an amount equal to the Letter of Credit Exposure. J. Prepayments of the Loans (a) Voluntary Prepayments. Each Borrower may, at its option, prepay the Loans made to such Borrower without premium or penalty, (x) in the case of Revolving Loans and Swing Loans, in full at any time or in part from time to time, and (y) in the case of Negotiated Rate Loans, Bid Loans and Individual Currency Loans, in full at any time, in each case by notifying the Administrative Agent in writing at least three Business Days prior to the proposed prepayment date, identifying the Loans to be prepaid as Revolving Loans, Swing Line Loans, Negotiated Rate Loans, Bid Loans or Indi- vidual Currency Loans and specifying whether the Loans to be prepaid consist of ABR Advances, Eurodollar Advances, Core Currency Euro Advances or Swing Line Negotiated Rate Ad- vances, or a combination thereof, the amount to be prepaid and the date of prepayment. Such notice shall be irrevocable and the amount specified in such notice shall be due and pay- able on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly no- tify each Lender thereof in the case of Revolving Loans, the Swing Line Lender in the case of Swing Loans and the ap- plicable Lender or Lenders in the case of Bid Loans, Negoti- ated Rate Loans and Individual Currency Loans. Each partial prepayment of ABR Advances pursuant to this subsection shall be in an aggregate principal amount of $100,000 or such amount plus a whole multiple of $50,000 in excess thereof, or, if less, the outstanding principal balance of the ABR Advances. After giving effect to any partial prepayment with respect to Eurodollar Advances or Core Currency Euro Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal amount of such Eurodollar Advances or Core Currency Euro Advances shall equal (subject to Section 2.6) $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Alternate Currency Equivalent of approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in excess thereof in the case of a prepayment of Core Currency Euro Advances). (b) Mandatory Prepayments of Loans. (i) Subject to clause (ii) below with respect to Swing Line Loans and clause (iii) below with respect to the Individual Currency Loans of each Lender, simultaneously with each reduction of the Aggregate Commitments under Sec- tion 2.9, the Borrowers shall prepay the Loans by the amount, if any, by which the Aggregate Credit Exposure exceeds the amount of the Aggregate Commitments as so reduced. (ii) Simultaneously with each reduction of the Swing Line Commitment under Section 2.9, the Swing Line Bor- rowers shall prepay the Swing Line Loans by the amount, if any, by which the outstanding principal balance of the Swing Line Loans (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Swing Line Loan) ex- ceeds the amount of the Swing Line Commitment as so reduced. (iii) Simultaneously with each reduction of the Individual Currency Commitment of any Lender under Sec- tion 2.9, the applicable Non-Core Currency Borrower shall prepay the Individual Currency Loans made by such Lender to such Non-Core Currency Borrower under such Individual Cur- rency Commitment by the amount, if any, by which the out- standing principal balance of such Individual Currency Loans exceeds the amount of such Individual Currency Commitment as so reduced. (iv) If on any date that the Dollar Equivalent is required to be calculated pursuant to Section 11.6 the Aggregate Credit Exposure shall exceed the Aggregate Commit- ments, the Borrowers shall prepay the Loans in an aggregate principal amount such that immediately after giving effect thereto, the Aggregate Credit Exposure shall not exceed the Aggregate Commitments. (v) If on any date that the Dollar Equivalent is required to be calculated pursuant to Section 11.6 the Aggregate Credit Exposure attributable to all Loans and Letters of Credit designated in Non-Core Currencies shall exceed $60,000,000, the Borrowers shall prepay such Loans in an aggregate principal amount such that immediately after giving effect thereto, the Aggregate Credit Exposure attributable to all Loans and Letters of Credit designated in Non-Core Currencies shall not exceed $60,000,000. (c) In General. If any prepayment is made in re- spect of any Eurodollar Advance, Core Currency Euro Advance, Swing Line Negotiated Rate Advance, Individual Currency Loan, Negotiated Rate Loan or Bid Loan, in whole or in part, prior to the last day of the Interest Period applicable thereto, the applicable Borrower agrees to indemnify the Lenders in accordance with Section 2.15. K. Bid Loans; Procedure (a) Each Borrower may make Bid Requests by 12:00 Noon (i) at least two Business Days prior to the proposed Borrowing Date for one or more Bid Loans. Each Bid Request shall be given to the Administrative Agent (which shall promptly on the same day give notice thereof to each Lender by facsimile of an Invitation to Bid if the Bid Request is not rejected pursuant to this Section), shall be by telephone (confirmed in writing promptly on the same day by the de- livery of a Bid Request signed by the applicable Borrower), and shall specify (i) the proposed Borrowing Date, which shall be a Business Day, (ii) the aggregate amount of the requested Bid Loans (the "Maximum Request") which shall not (A) exceed an amount which, on the proposed Borrowing Date, and after giving effect to the proposed Bid Loans, would re- sult in (x) the Aggregate Credit Exposure exceeding the Ag- gregate Commitments or (y) the Aggregate Credit Exposure at- tributable to all Loans and Letters of Credit designated in Non-Core Currencies exceeding $60,000,000, or (B) with re- spect to each Bid Loan be less than $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or ap- proximately the Dollar Equivalent thereof in the case of Al- ternate Currency Bid Loans), (iii) the Bid Interest Period(s) (up to three Bid Interest Periods may be requested pursuant to each Bid Request) therefor and the last day of each such Interest Period and (iv) the Applicable Currency for each Bid Loan. A Bid Request that does not conform substantially to the form of Exhibit F shall be rejected, and the Administra- tive Agent shall promptly notify the applicable Borrower of such rejection. (b) Each Lender in its sole discretion may (but is not obligated to) submit one or more Bids to the Administra- tive Agent and the Parent not later than 9:30 A.M. (i) one Business Day prior to the proposed Borrowing Date specified in such Bid Request in the case of a Bid Loan (such 9:30 A.M. time on such Business Days each being herein called a "Bid Submission Deadline"), by fax or in writing, and thereby ir- revocably offer to make all or any part (any such part re- ferred to as a "Portion") of any Bid Loan described in the relevant Bid Request, at a rate of interest per annum (each a "Bid Rate") specified therein, in an aggregate principal amount of not less than $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or approximately the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans), provided that Bids submitted by the Adminis- trative Agent may only be submitted if the Administrative Agent notifies the Parent and the applicable Borrower of the terms of its Bid not later than fifteen minutes prior to the Bid Submission Deadline. Multiple Bids may be delivered to and by the Administrative Agent. The aggregate Portions of Bid Loans for any or all Interest Periods offered by each Lender in its Bid may exceed the Maximum Request contained in the relevant Bid Request, provided that each Bid shall set forth the maximum aggregate amount of the Bid Loans offered thereby which the applicable Borrower may accept (the "Maximum Offer"), which Maximum Offer shall not exceed the Maximum Request. (c) The Administrative Agent shall promptly give notice by telephone (promptly confirmed in writing) to the Parent and the applicable Borrower of all Bids received by the Administrative Agent which comply in all material re- spects with this Section prior to the Bid Submission Dead- line. The applicable Borrower shall, in its sole discretion but subject to Section 2.11(d), irrevocably accept or reject any such Bid (or any Portion thereof) not later than 10:30 A.M. one Business Day prior to the proposed Borrowing Date by notice to the Administrative Agent by telephone (confirmed in writing in the form of a Bid Accept/Reject Letter promptly the same day). Promptly on the day of the Bid Submission Deadline, the Administrative Agent will give notice in the form of a Bid Loan Confirmation to each Lender that submitted a Bid as to the extent, if any, that such Lender's Bid shall have been accepted. If the Administrative Agent fails to re- ceive notice from the applicable Borrower of its acceptance or rejection of any Bids at or prior to 10:30 A.M. on the ap- plicable day, all such Bids shall be deemed to have been re- jected by the applicable Borrower, and the Administrative Agent will give to each Lender which submitted a Bid notice of such rejection by telephone on such day. (d) If the applicable Borrower accepts a Portion of a proposed Bid Loan for a single Interest Period at the Bid Rate provided therefor in a Lender's Bid, such Portion shall be in a principal amount of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or ap- proximately the Dollar Equivalent thereof in the case of Al- ternate Currency Bid Loans), subject to such lesser alloca- tion as may be made pursuant to the provisions of this sub- section. The aggregate principal amount of Bid Loans ac- cepted by the applicable Borrower following Bids responding to a Bid Request shall not exceed the Maximum Request. The aggregate principal amount of Bid Loans accepted by the ap- plicable Borrower pursuant to a Lender's Bid shall not exceed the Maximum Offer therein contained. If the applicable Bor- rower accepts any Bid Loans or Portion offered in any Bid, the applicable Borrower must accept Bids (and Bid Loans and Portions thereby offered) based exclusively upon the succes- sively lowest Bid Rates within each Interest Period and no other criteria. If two or more Lenders submit Bids with identical Bid Rates for the same Bid Interest Period and the applicable Borrower accepts any thereof, the applicable Bor- rower shall, subject to the first three sentences of this subsection, accept all such Bids as nearly as possible in proportion to the amounts of such Lender's respective Bids with identical Bid Rates for such Bid Interest Period, pro- vided, that if the amount of Bid Loans to be so allocated is not sufficient to enable each such Lender to make such Bid Loan (or Portions thereof) in an aggregate principal amount of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans), the applicable Borrower shall round the Bid Loans (or Portions thereof) al- located to such Lender or Lenders as the applicable Borrower shall select as necessary to a minimum of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans). (e) Each Lender which makes a Bid Loan shall no- tify the Administrative Agent promptly of the making thereof (unless the proceeds of such Bid Loan were advanced to the Administrative Agent). (f) All notices required by this Section shall be given in accordance with Section 11.2. (g) Each Bid Loan shall be due and payable on the earlier of (x) the last day of the Interest Period applicable thereto and (y) the Maturity Date. L. Negotiated Rate Loans; Procedure (a) If at any time any Borrower, any Lender and the Parent shall have agreed that such Lender shall make a Negotiated Rate Loan to such Borrower, such Borrower and the Parent shall promptly execute and deliver to such Lender a Negotiated Rate Confirmation Request, specifying (i) the pro- posed Borrowing Date, which shall be a Business Day, (ii) the aggregate amount of the requested Negotiated Rate Loan which shall not (A) exceed an amount which, on the proposed Borrow- ing Date, and after giving effect to the proposed Negotiated Rate Loan, would result in (x) the Aggregate Credit Exposure exceeding the Aggregate Commitments or (y) the Aggregate Credit Exposure attributable to all Loans and Letters of Credit designated in Non-Core Currencies exceeding $60,000,000, or (B) be less than $100,000 or such amount plus a whole multiple of $50,000 in excess thereof (or ap- proximately the Dollar Equivalent thereof in the case of Al- ternate Currency Negotiated Rate Loans), (iii) the applicable rate of interest therefor (the "Negotiated Rate"), (iv) the Negotiated Rate Interest Period therefor and the last day of such Negotiated Rate Interest Period, and (v) the Applicable Currency therefor. If such Negotiated Rate Confirmation Re- quest is in all respects satisfactory to such Lender, it shall promptly sign a copy thereof and deliver a copy thereof to such Borrower, the Parent and the Administrative Agent (the "Negotiated Rate Confirmation"). (b) Each Lender which makes a Negotiated Rate Loan shall notify the Administrative Agent promptly of the making thereof (unless the proceeds of such Negotiated Rate Loan were advanced to the Administrative Agent). (c) All notices required by this Section shall be given in accordance with Section 11.2. (d) Each Negotiated Rate Loan shall be due and payable on the earlier of (x) the last day of the Interest Period applicable thereto and (y) the Maturity Date. M. Taxes (a) Payments to Be Free and Clear. All payments by each Borrower under the Loan Documents shall be made free and clear of, and without any deduction or withholding for, any Indemnified Tax. If any Credit Party or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding (which deduction or withholding would constitute an Indemni- fied Tax) from any amount required to be paid by any Credit Party to or on behalf of any Indemnified Tax Person under any Loan Document (each a "Required Payment"): (i) such Credit Party shall notify the Admin- istrative Agent and such Indemnified Tax Person of any such requirement or any change in any such requirement as soon as such Credit Party becomes aware of it; (ii) such Credit Party shall pay such Indemni- fied Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Credit Party) for its own account or (if the li- ability is imposed on such Indemnified Tax Person) on behalf of and in the name of such Indemnified Tax Person; (iii) such Credit Party shall pay to such Indem- nified Tax Person an additional amount such that such Indem- nified Tax Person shall receive on the due date therefor an amount equal to the Required Payment had no such deduction or withholding been required; and (iv) such Credit Party shall, within 30 days after paying such Indemnified Tax, deliver to the Administra- tive Agent and the applicable Indemnified Tax Person satis- factory evidence of such payment to the relevant Governmental Authority. (b) Other Indemnified Taxes. If an Indemnified Tax Person or any affiliate thereof is required by any law, rule, regulation, order, directive, treaty or guideline to pay any Indemnified Tax (excluding an Indemnified Tax which is sub- ject to Section 2.13(a)) with respect to any sum paid or pay- able by any Credit Party to such Indemnified Tax Person under the Loan Documents: (i) such Indemnified Tax Person shall notify such Credit Party of any such payment of Indemnified Tax; and (ii) such Credit Party shall pay to such Indem- nified Tax Person the amount of such Indemnified Tax within 5 days of such notice. (c) Tax on Indemnified Taxes. If any amounts are payable by a Credit Party in respect of Indemnified Taxes pursuant to Section 2.13(a) or (b), such Credit Party agrees to pay to the applicable Indemnified Tax Person, within 5 Business Days of written request therefor, an amount equal to all Taxes imposed with respect to such amounts as such Indemnified Tax Person shall determine in good faith are payable by such Indemnified Tax Person or any affiliate thereof in respect of such amounts and in respect of any amounts paid to or on behalf of such Indemnified Tax Person pursuant to this clause (c). (d) Exception for Existing Taxes. No amount shall be required to be paid to any Indemnified Tax Person under Section 2.13(a)(iii) or (b) with respect to an Indemnified Tax to the extent that such Indemnified Tax would have been required to have been paid under any law, rule, regulation, order, directive, treaty or guideline in effect on the Effec- tive Date. (e) U.S. Tax Certificates. Each Lender that is or- ganized under the laws of any jurisdiction other than the United States or any political subdivision thereof shall de- liver to the Administrative Agent for transmission to the Parent, on or prior to the first Borrowing Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or master assignment and acceptance agreement pursuant to which it becomes a Lender in accordance with Section 11.1 or 11.7, (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent, any Credit Party or the Administrative Agent (each in the reasonable exercise of its discretion), such certificates, documents or other evidence, properly completed and duly ex- ecuted by such Lender (including, without limitation, Inter- nal Revenue Service Form 1001 or Form 4224) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under the Loan Documents. No Credit Party shall be required to pay any additional amount to any such Lender un- der Section 2.13(a)(iii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sen- tence; provided that if such Lender shall have satisfied such requirements on the first Borrowing Date (in the case of each Lender listed on the signature pages hereof) or on the effec- tive date of the Assignment and Acceptance Agreement or mas- ter assignment and acceptance agreement pursuant to which it became a Lender (in the case of each other Lender), nothing in this subsection shall relieve any Credit Party of its ob- ligation to pay any additional amounts pursuant to Section 2.13(a)(iii) in the event that, as a result of any change in applicable law (including, without limitation, any change in the interpretation thereof), such Lender is no longer prop- erly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the im- mediately preceding sentence. (f) Other Tax Certificates. Each Indemnified Tax Person agrees to use reasonable efforts to deliver to any Credit Party, promptly upon any request therefor from time to time by such Credit Party, such forms, documents and informa- tion as may be required by applicable law, regulation or treaty from time to time and to file all appropriate forms to obtain a certificate or other appropriate documents from the appropriate Governmental Authorities to establish that pay- ments made in respect of any Alternate Currency Loan or Let- ter of Credit designated in an Alternate Currency by such Credit Party can be made without (or at a reduced rate of) withholding of Taxes, provided, however, that if such Indem- nified Tax Person is or becomes unable by virtue of any ap- plicable law, regulation or treaty, to establish such exemp- tion or reduction, such Credit Party shall nonetheless remain obligated under Subsection 2.13(a) to pay the amounts described therein, and provided further, that no Indemnified Tax Person shall be required to take any action hereunder which, in the sole discretion of such Indemnified Tax Person, would cause such Indemnified Tax Person or any affiliate thereof to suffer a material economic, legal or regulatory disadvantage. (g) Adverse Tax Position. (i) An "Excess Tax" shall be the excess of (x) the Tax imposed, levied, collected, withheld or assessed by any Governmental Authority without the United States from which a payment is made by or on behalf of a Credit Party subject to an Adverse Tax Position or in which such Credit Party or an affiliate has an office or is deemed to be doing business, over (y) the Tax which would be imposed, levied, collected, withheld or assessed by such Governmental Author- ity, but for the existence of such Adverse Tax Position. (ii) An "Adverse Tax Position" with respect to a Credit Party shall mean a position resulting from the lack of adequate capitalization or other similar condition with respect to such Credit Party which, under applicable law or applicable treaty, results in higher Taxes on payments under the Loan Documents than would otherwise be imposed. (iii) All payments by each Borrower under the Loan Documents shall be made free and clear of, and without any deduction or withholding for, any Excess Tax. If any Credit Party or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding on account of any Tax from any Required Payment with respect to any Indemnified Tax Per- son and if all or a portion of such Tax represents Excess Tax: (A) such Credit Party shall notify the Administrative Agent and such Indemnified Tax Person of any such requirement or any change in any such requirement as soon as such Credit Party becomes aware of it; (B) such Credit Party shall pay such Ex- cess Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Credit Party) for its own account or (if the liability is imposed on such Indemnified Tax Person) on behalf of and in the name of such Indemnified Tax Person; (C) such Credit Party shall pay to such Indemnified Tax Person an additional amount such that such Indemnified Tax Person shall receive on the due date therefor an amount equal to the Required Payment had no such deduction or withholding been required with respect to such Excess Tax; and (D) such Credit Party shall, within 30 days after paying such Excess Tax, deliver to the Administra- tive Agent and the applicable Indemnified Tax Person satisfactory evidence of such payment to the relevant Governmental Authority. (iv) If an Indemnified Tax Person or any af- filiate thereof is required by any law, rule, regulation, or- der, directive, treaty or guideline to pay any Excess Tax (excluding Excess Tax which is subject to Section 2.13(g)(iii)) with respect to any sum paid or payable by any Credit Party to such Indemnified Tax Person under the Loan Documents: (A) such Indemnified Tax Person shall no- tify such Credit Party of any such payment of Excess Tax; and (B) such Credit Party shall pay to such Indemnified Tax Person the amount of such Excess Tax within 5 Business Days of such notice. (v) If any amounts are payable by a Credit Party in respect of Excess Tax pursuant to Section 2.13(g)(iii) or (iv) such Credit Party agrees to pay to the applicable Indemnified Tax Person, within 5 days of written request therefor, an amount equal to all Taxes imposed with respect to such amounts as such Indemnified Tax Person shall determine are payable by such Indemnified Tax Person or any affiliate thereof in respect of such amounts and in respect of any amounts paid to or on behalf of such Indemnified Tax Person pursuant to this clause (v). N. Increased Costs, Illegality, etc. (a) In the event that any Lender with respect to clauses (ii) and (iii) below or the Administrative Agent, the Reference Lender, or the applicable Lender, as the case may be, with respect to clauses (i) and (iv) below shall have de- termined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on the second Business Day immediately preceding the making of any requested Eurodollar Ad- vance, Core Currency Euro Advance or Individual Currency Loan that, by reason of any changes arising after the Effective Date affecting the applicable interbank mar- ket, adequate and fair means do not exist for ascertain- ing the applicable interest rate on the basis provided for in the definition of the Eurodollar Rate, the Core Currency Euro Rate or the Individual Currency Rate, as the case may be; or (ii) at any time that such Lender has incurred increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan, in each case by an amount such Lender deems to be material, because of any change since the Effective Date (or in the case of any Bid Loan, subsequent to ac- ceptance by a Borrower of such Bid Loan, and in the case of any Negotiated Rate Loan, subsequent to the date of such Lender's execution of the Negotiated Rate Confirma- tion for such Negotiated Rate Loan) in any law, rule, regulation, order or guideline applicable to such Lender or the compliance by such Lender with any request (whether or not having the force of law) from any Governmental Authority made subsequent to the Effective Date (or in the case of any Bid Loan, subsequent to acceptance by a Borrower of such Bid Loan, and, in the case of any Negotiated Rate Loan, subsequent to the date of such Lender's execution of the Negotiated Rate Confirmation for such Negotiated Rate Loan) or in the interpretation or administration thereof and including the introduction of any new law, rule, regulation, order, guideline or request, such as, for example, but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on such Fixed Rate Loan or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the Tax on the Income of such Lender), or (B) a change in official reserve (including any marginal, emergency, supplemental, spe- cial or other reserve) or similar requirements (except to the extent included in the computation of the respec- tive Eurodollar Rate, the Core Currency Euro Rate, Swing Line Negotiated Rate, Negotiated Rate, Individual Cur- rency Rate or Bid Rate, as the case may be), or any spe- cial deposit, assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lend- ing Office); or (iii) at any time that the making or continu- ance of any Fixed Rate Loan has been made (x) unlawful by any law, rule, regulation or order or (y) impossible by compliance by any Lender in good faith with any gov- ernmental directive or request (whether or not having the force of law); or (iv) at any time that any Core Currency (other than Dollars) or any Non-Core Currency, as the case may be, is not available in sufficient amounts, as deter- mined in good faith by the Reference Lender in the case of such Core Currency, and by the applicable Lender in the case of such Non-Core Currency, to fund any bor- rowing of Alternate Currency Loans in such Core Currency or such Non-Core Currency, as the case may be; then, and in any such event, such Lender, in the case of clause (ii) or (iii) above, or the Administrative Agent, the Reference Lender or the applicable Lender, as the case may be, in the case of clause (i) or (iv) above, shall promptly give notice (by telephone confirmed in writing) to the Parent (on behalf of all Borrowers) and, except for the Administra- tive Agent, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly trans- mit to each of the other Lenders). Thereafter (w) in the case of clause (i) above, (A) in the event that Eurodollar Advances, Core Currency Euro Advances or Individual Currency Loans are so affected, Eurodollar Advances, Core Currency Euro Advances or Individual Currency Loans from such ap- plicable Lender, as the case may be, shall no longer be available until such time as the Administrative Agent, the Reference Lender or such applicable Lender, as the case may be, notifies the Parent and the Lenders that the circum- stances giving rise to such notice by the Administrative Agent, the Reference Lender or such applicable Lender, as the case may be, no longer exist, and any Notice of Borrowing or Notice of Conversion given by any Borrower with respect to Eurodollar Advances, Core Currency Euro Advances or Indi- vidual Currency Loans to be made by such applicable Lender, as the case may be, which have not yet been incurred (includ- ing by way of conversion) shall be deemed rescinded by the applicable Borrower and (B) in the event that any Core Cur- rency Euro Advance or Individual Currency Loan is so af- fected, the interest rate for such Core Currency Euro Advance or such Individual Currency Loan, as the case may be, shall be determined on the basis provided in the proviso to the definition of Core Currency Euro Rate or Individual Currency Rate, as the case may be, (x) in the case of clause (ii) above, the applicable Borrower shall pay to such Lender, within 3 days of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be re- quired to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof, sub- mitted to such applicable Borrower by such Lender in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto), (y) in the case of clause (iii) above, the applicable Borrower shall take one of the actions specified in Section 2.14(b) and (z) in the case of clause (iv) above, Core Currency Euro Advances in the af- fected Core Currency or Individual Currency Loans from the applicable Lender in the affected Non-Core Currency, as the case may be, shall no longer be available until such time as the Reference Lender or such applicable Lender, as the case may be, notifies the Parent (on behalf of all Borrowers), the Administrative Agent and the Lenders that the circumstances giving rise to the notice referred to above by the Reference Lender or such applicable Lender, as the case may be, to the Parent (on behalf of all Borrowers) and the Administrative Agent no longer exists, and any Notice of Borrowing given by the affected Borrower with respect to such Core Currency Euro Advances or such Individual Currency Loans, as the case may be, which have not yet been incurred shall be deemed re- scinded by such affected Borrower. Each of the Administra- tive Agent, the Reference Lender and the Lenders agree that if it gives notice to any Borrower of any of the events de- scribed in clause (i), (iii) or (iv) above, it shall promptly notify the Parent (on behalf of all Borrowers) and, in the case of any such Lender and the Reference Lender, the Admin- istrative Agent, if such event ceases to exist. If any such event described in clause (iii) above with respect to Euro- dollar Advances, Core Currency Euro Advances or Individual Currency Loans ceases to exist as to a Lender, the obliga- tions of such Lender, as the case may be, to make Eurodollar Advances, Core Currency Euro Advances or Individual Currency Loans and to convert Eurodollar Advances to new Eurodollar Advances or convert Core Currency Euro Advances to new Core Currency Euro Advances on the terms and conditions contained herein shall be reinstated. (b) At any time that any Fixed Rate Loan is af- fected by the circumstances described in Section 2.14(a)(ii) or (iii), the applicable Borrower may (and in the case of an affected Fixed Rate Loan by the circumstances described in Section 2.14(a)(iii) shall) either (x) if the affected Fixed Rate Loan is then being made initially or pursuant to a con- version, cancel the respective borrowing or conversion by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Parent was notified by the affected Lender or the Administrative Agent pursuant to Section 2.14(a)(ii) or (iii) or (y) if the affected Fixed Rate Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent and the af- fected Lender, (A) in the case of a Eurodollar Advance, re- quire the affected Lender to convert such Eurodollar Advance into an ABR Advance as of the end of the Interest Period then applicable to such Eurodollar Advance or, if earlier, as soon as practicable within the time required by law and (B) in the case of a Core Currency Euro Advance, Swing Line Negotiated Rate Advance, Negotiated Rate Loan, Individual Currency Loan or Bid Loan, take such action as the affected Lender may rea- sonably request with a view to minimizing the obligations of such Borrower under Section 2.15. (c) If any Lender determines that after the Effec- tive Date the introduction of or any change in any applicable law, rule, regulation, order, guideline, directive or compli- ance by such Lender or any corporation controlling such Lender with any request (whether or not having the force of law) from any Governmental Authority concerning capital adequacy, or any change in interpretation or administration thereof by any Governmental Authority, in each case made subsequent to the date hereof, will have the effect of reducing the rate of return on the capital required to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender's Commitment or Individual Currency Commitments hereunder or its obligations under the Loan Documents to a level below that which such Lender or such corporation could have achieved but for such application or compliance (taking into account such Lender's or such corporation's policies with respect to capital ad- equacy) by an amount deemed by such Lender to be material, then each of the Borrowers to the extent of its Proportionate Share and the Parent severally agrees to pay such to such Lender, within 3 Business Days of its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the in- creased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such reduction. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender's reasonable good faith determination of compensation owing under this Section 2.14(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.14(c), will give prompt written notice thereof to the Parent (on behalf of all Bor- rowers), which notice shall show the basis for calculation of such additional amounts. (d) Each Lender shall notify the Parent (on behalf of all Borrowers) of any event occurring after the Effective Date entitling such Lender to compensation under this Section 2.14 as promptly as practicable, but in any event within 120 days after the officer having primary responsibility for this Agreement obtains actual knowledge thereof, provided that no such notice shall be required if such Lender has determined not to seek compensation under this Section 2.14 as a result of such event. Each Lender will furnish to each Borrower a certificate setting forth the basis and amount of each re- quest by such Lender for compensation under this Section 2.14. Determinations and allocations by any Lender for pur- poses of this Section 2.14 on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 2.14 shall be prima facie evidence of such determinations and allocations. (e) Notwithstanding the foregoing, no Lender shall be entitled to any compensation described in Section 2.14 un- less, at the time it requests such compensation, it is the policy or general practice of such Lender to request compen- sation for comparable costs in similar circumstances under comparable provisions of other credit agreements for compa- rable customers unless specific facts or circumstances ap- plicable to any Borrower or the transactions contemplated by the Loan Documents would alter such policy or general prac- tice, provided that nothing in this Section 2.14(e) shall preclude a Lender from waiving the collection of similar costs from one or more of its other customers. (f) If any Lender fails to give the notice de- scribed in Section 2.14(d) within 90 days after it obtains such actual knowledge of the event required to be described in such notice, such Lender shall, with respect to any com- pensation that would otherwise be owing to such Lender under this Section 2.14, only be entitled to payment for increased costs incurred from and after the date that such Lender does give such notice. O. Compensation Each Borrower shall compensate each Lender, within 3 days of its written demand therefor (which demand shall set forth the basis for requesting such compensation), for all reasonable losses, expenses and liabilities, including any loss, expense or liability (including those related to cur- rency exchange) incurred by reason of the liquidation or re- employment of deposits or other funds required by such Lender to fund its Fixed Rate Loans but excluding any loss of an- ticipated profit which such Lender may sustain: (i) if for any reason, a borrowing of, or conversion from or into a Fixed Rate Loan does not occur on a date specified therefor in a Notice of Borrowing, a Notice of Conversion, a Negoti- ated Rate Confirmation or a Bid accepted by a Borrower; (ii) if any repayment (including any repayment made pursuant to Section 2.10 or as a result of an acceleration of the Loans pursuant to Section 9) or conversion of any of such Borrower's Fixed Rate Loans occurs on a date which is not the last day of an Interest Period with respect thereto; (iii) if any prepayment of any of such Borrower's Fixed Rate Loans is not made on any date specified in a notice of prepayment given by such Borrower; or (iv) as a consequence of (x) any other default by such Borrower to repay its Loans when re- quired by the terms of this Agreement or (y) any election made pursuant to Section 2.14(b) or 11.1(b). P. Change of Applicable Lending Office and Applicable Payment Office (a) With respect to any Loan of any Lender or any Letter of Credit, such Lender agrees that on the occurrence of any event giving rise to the operation of Section 2.13, Section 2.14(a)(ii) or (iii), Section 2.14(c), Section 2.14(d) or Section 2.22 with respect to such Loan or such Letter of Credit, it will, if requested by the applicable Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another Ap- plicable Lending Office or Applicable Payment Office, as the case may be, for such Loan or such Letter of Credit affected by such event, provided that such designation is made on such terms that such Lender and its Applicable Lending Office or Applicable Payment Office, as the case may be, suffer no eco- nomic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the op- eration of such Section. Nothing in this Section shall af- fect or postpone any of the obligations of any Borrower or the right of any Lender provided in Sections 2.13, 2.14, 2.15 and 2.22. (b) Each Lender shall have the right at any time and from time to time to transfer any of its Loans to a dif- ferent office, provided that such Lender shall promptly no- tify the Administrative Agent and the Parent (on behalf of all Borrowers) of any such change of office. Such office shall thereupon become such Lender's Applicable Lending Of- fice for such Loan provided, however, that no such Lender shall be entitled to receive any greater amount under Section 2.13, Section 2.14(a)(ii) or (iii), Section 2.14(c) or Sec- tion 2.22 as a result of a transfer of any such Loans to a different office of such Lender than it would be entitled to immediately prior thereto unless such claim would have arisen even if such transfer had not occurred. Q. Survival of Certain Obligations The obligations of the Borrowers under Sections 2.13, 2.14, 2.15, 2.22, 11.5 and 11.10 shall survive the ter- mination of the Aggregate Commitments, the Swing Line Commit- ment, the Individual Currency Commitments, the Letter of Credit Commitment the payment of the Loans, the reimbursement obligations in respect of the Letters of Credit and all other amounts payable under the Loan Documents. R. Use of Proceeds The proceeds of the Loans shall be used to refi- nance the Indebtedness set forth on Schedule 5.8 and for gen- eral corporate purposes of the Parent and its Subsidiaries. The uses to which the proceeds of the Loans are put shall conform with the provisions of Section 4.11. S. Letter of Credit Sub-Facility (a) Subject to the terms and conditions of this Agreement, the Issuing Bank agrees, in reliance on the agree- ment of the other Lenders set forth in Section 2.20, to issue standby letters of credit in Core Currencies (the "Letters of Credit"; each a "Letter of Credit") during the Commitment Pe- riod for the account of one or more of the Letter of Credit Applicants, provided, however, that, at the request of any Letter of Credit Applicant, the Issuing Bank may, in its sole discretion, issue one or more Letters of Credit for the ac- count of such Letter of Credit Applicant in one or more Non- Core Currencies. The Letter of Credit Exposure at any one time outstanding shall not exceed the lesser of (i) the amount of the Letter of Credit Commitment and (ii) the excess, if any, of the sum of the Aggregate Commitments over the sum of the aggregate outstanding principal amount of all Loans (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Loan). The Letter of Credit Exposure at any one time outstanding attributable to all Letters of Credit issued in Non-Core Currencies shall not exceed the excess, if any, of $60,000,000 over the Aggregate Credit Exposure at such time attributable to all Loans designated in Non-Core Currencies. The sum of the aggregate principal amount of the Individual Currency Loans of all Lenders at any one time outstanding in any Non-Core Currency and the Letter of Credit Exposure at such time attributable to all Letters of Credit issued in such Non-Core Currency (determined on the basis of the Dollar Equivalent of each such Individual Currency Loan and each such Letter of Credit) shall not exceed $5,000,000. Each Letter of Credit shall have an expiration date which shall not exceed the earlier of (x) twelve months from the date of issuance thereof and (y) 30 days immediately preceding the Maturity Date. No Letter of Credit shall be issued, and no amendment to any Letter of Credit shall be issued which would increase the stated amount or extend the expiration date of such Letter of Credit, (i) if the Administrative Agent or any Lender by notice to the Administrative Agent and the applicable Letter of Credit Ap- plicant and the Parent no later than 1:00 P.M. one Business Day prior to the requested date of issuance of such Letter of Credit or amendment, shall have determined that any of the applicable conditions set forth in Sections 5 and 6 have not been satisfied and such conditions remain unsatisfied as of the requested time of issuing such Letter of Credit or amendment or (ii) to the extent that immediately after giving effect thereto the Aggregate Credit Exposure would exceed the Aggregate Commitments (each a "Non-Issuance Event"). (b) Each Letter of Credit shall be issued for the account of the applicable Letter of Credit Applicant for gen- eral corporate purposes of such Letter of Credit Applicant and its Subsidiaries. Such Letter of Credit Applicant and the Parent shall give the Administrative Agent a Letter of Credit Request for the issuance of such Letter of Credit by 11:00 A.M. three Business Days prior to the requested date of issuance. Such Letter of Credit Request shall be executed by such Letter of Credit Applicant and the Parent, and shall specify (i) the beneficiary of such Letter of Credit and the obligations of such Letter of Credit Applicant or any of its Subsidiaries, as the case may be, in respect of which such Letter of Credit is to be issued, (ii) such Letter of Credit Applicant's proposal as to the conditions under which a draw- ing may be made under such Letter of Credit and the documen- tation to be required in respect thereof, (iii) the maximum amount to be available under such Letter of Credit, (iv) the requested date of issuance and (v) the applicable Currency. Upon receipt of such Letter of Credit Request from such Let- ter of Credit Applicant and the Parent, the Administrative Agent shall promptly notify the Issuing Bank and each other Lender thereof. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Bank, and adequate and fair means in the sole discretion of the Issuing Bank shall exist for the issuance thereof, with such provi- sions with respect to the conditions under which a drawing may be made thereunder and the documentation required in re- spect of such drawing as the Issuing Bank shall reasonably require and as may be acceptable to such Letter of Credit Applicant and the Parent. Such Letter of Credit shall be used solely for the purposes described therein and herein. The Issuing Bank shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue such Letter of Credit. (c) Each payment by the Issuing Bank of a draft drawn under a Letter of Credit designated in a Core Currency shall give rise to an obligation on the part of the ap- plicable Letter of Credit Applicant to reimburse the Issuing Bank immediately for the amount thereof at its Applicable Payment Office in such Core Currency. (d) Each payment by the Issuing Bank of a draft drawn under a Letter of Credit designated in a Non-Core Cur- rency shall give rise to an obligation on the part of the ap- plicable Letter of Credit Applicant to reimburse the Issuing Bank immediately for the amount thereof in Dollars, at such office as the Issuing Bank shall designate to the Administra- tive Agent, the Parent and such Letter of Credit Applicant, in an amount based upon the all-in cost of funds in Dollars of the Issuing Bank to fund such draft (each a "Dollar Reim- bursement Amount"). In connection with each obligation of a Letter of Credit Applicant to pay a Dollar Reimbursement Amount under this Section 2.19(d), the Issuing Bank shall deliver to such Letter of Credit Applicant, the Parent and the Administrative Agent a written statement setting forth such Dollar Reimbursement Amount. The Issuing Bank's determination of such Dollar Reimbursement Amount shall be conclusive absent manifest error. T. Letter of Credit Participation and Funding Commit- ments (a) Each Lender hereby unconditionally and ir- revocably, severally for itself only and without any notice to or the taking of any action by such Lender, takes from time to time an undivided participating interest in the obligations of the Issuing Bank under and in connection with each Letter of Credit in an amount equal to such Lender's Availability Percentage at such time of the amount of such Letter of Credit. Each Lender from time to time shall be liable to the Issuing Bank for its Availability Percentage at such time of the unreimbursed amount of any draft drawn and honored under each Letter of Credit. Each Lender from time to time shall also be liable for an amount equal to the product of its Availability Percentage at such time and any amounts paid by the applicable Letter of Credit Applicant pursuant to Section 2.21 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such li- abilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compli- ance by the Parent and the Borrowers with any of their respective obligations under the Loan Documents or any other circumstances. (b) The Administrative Agent will promptly notify each Lender (which notice shall be promptly confirmed in writing) of the date and the amount of any draft presented under any Letter of Credit with respect to which full reim- bursement of payment is not made by the applicable Letter of Credit Applicant as provided in Sections 2.19(c) or 2.19(d), as the case may be, and forthwith upon receipt of such no- tice, and provided that no Non-Issuance Event shall have occurred and be continuing with respect to such Letter of Credit, such Lender (other than the Issuing Bank in its capacity as a Lender) shall make available to the Administrative Agent for the account of the Issuing Bank its Availability Percentage at such time of the amount of such unreimbursed draft or, if such Letter of Credit is designated in a Non-Core Currency, the applicable Dollar Reimbursement Amount, at the Applicable Payment Office of the Administra- tive Agent in the applicable Core Currency or, if such Letter of Credit is designated in a Non-Core Currency, at the applicable office designated by the Administrative Agent pursuant to Section 2.19(d) in Dollars, and, in each case, in immediately available funds. The Administrative Agent shall distribute the payments made by each Lender (other than the Issuing Bank in its capacity as a Lender) pursuant to the immediately preceding sentence to the Issuing Bank promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Administrative Agent and the Issuing Bank from and against any and all losses, li- abilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including rea- sonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Administrative Agent with such Lender's Availability Percentage of the amount of any payment made by the Issuing Bank under a Letter of Credit in ac- cordance with this clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Is- suing Bank resulting from the gross negligence or willful misconduct of the Issuing Bank or the Administrative Agent, as the case may be). If a Lender does not make available to the Administrative Agent when due such Lender's Availability Percentage at such time of any unreimbursed payment made by the Issuing Bank under a Letter of Credit (other than pay- ments made by the Issuing Bank by reason of its gross negli- gence or willful misconduct), such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on such Lender's Availability Percentage at such time of such payment at a rate of interest per annum equal to the Federal Funds Rate (or, in the case of any Letter of Credit designated in a Core Currency (other than Dollars), at a rate based upon the all-in cost of funds for the applicable Non-Core Currency) from the date such Lender's payment is due until the date such payment is received by the Administrative Agent. The Administrative Agent shall distrib- ute such interest payments to the Issuing Bank upon receipt thereof in like funds as received. (c) Whenever the Administrative Agent or the Issu- ing Bank is reimbursed by any Letter of Credit Applicant, for the account of the Issuing Bank, for any payment under a Let- ter of Credit and such payment relates to an amount previ- ously paid by a Lender in respect of its Availability Per- centage of the amount of such payment under such Letter of Credit, the Administrative Agent or the Issuing Bank, as the case may be, will promptly pay over such payment to such Lender. U. Absolute Obligation with respect to Letter of Credit Payments The obligation of each Letter of Credit Applicant to reimburse the Administrative Agent for the account of the Issuing Bank in respect of each Letter of Credit issued for the account of such Letter of Credit Applicant for each pay- ment under or in respect of such Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which such Letter of Credit Applicant or any of its Subsidiaries may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, the Issuing Bank, as issuer of such Letter of Credit, any Lender, the Swing Line Lender or any other Person, including any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit. V. Increased Costs Based on Letters of Credit Without limiting the provisions of Section 2.14, if any law, rule, regulation, order, guideline or request or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof or GAAP shall either (a) impose, modify or make ap- plicable any reserve, special deposit, assessment or similar requirement against any Letter of Credit issued or partici- pated in by any Lender, or (b) impose on the Administrative Agent, the Issuing Bank or such Lender, as the case may be, any other condition regarding such Letter of Credit (except for imposition of, or changes in the rate of, the Tax on the Income of the Administrative Agent, the Issuing Bank or such Lender, as the case may be) and the result of any event re- ferred to in clause (a) or (b) above shall be to increase the cost to the Issuing Bank (or any successor thereto as issuer of such Letter of Credit) of issuing or maintaining such Let- ter of Credit or the cost to any Lender of its obligations pursuant to Section 2.20, or the cost to the Administrative Agent of performing its functions hereunder with respect to such Letter of Credit, in any case by an amount which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, deems material, then, upon demand by the Admin- istrative Agent, the Issuing Bank or such Lender, as the case may be, the applicable Letter of Credit Applicant shall im- mediately pay to the Administrative Agent, the Issuing Bank or such Lender, as the case may be, from time to time as specified by the Administrative Agent, the Issuing Bank or such Lender, as the case may be, additional amounts which shall be sufficient to compensate the Administrative Agent, the Issuing Bank or such Lender, as the case may be, for such increased cost. A statement in reasonable detail as to such increased cost incurred by the Administrative Agent, the Is- suing Bank or such Lender, as the case may be, as a result of any event mentioned in clauses (a) or (b) above, submitted by the Administrative Agent, the Issuing Bank or such Lender, as the case may be, to such Letter of Credit Applicant shall be conclusive, absent manifest error, as to the amount thereof. W. Borrower Addenda Provided that no Default or Event of Default has occurred and is continuing, the Parent may direct that any of its wholly-owned Subsidiaries which is not then a Borrower become a Borrower by submitting a Borrower Addendum to the Administrative Agent with respect to such Subsidiary duly ex- ecuted by each of the Parent and such Subsidiary together with a certificate, dated the date of such Borrower Addendum of the Secretary or Assistant Secretary of such Subsidiary (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfac- tory to the Administrative Agent) taken by it to authorize such Borrower Addendum, the Loan Documents and the transac- tions contemplated thereby, (ii) attaching a true and com- plete copy of its certificate of incorporation, by-laws or other organizational documents, (iii) setting forth the in- cumbency of its officer or officers who may sign the Borrower Addendum, including therein a signature specimen of such officer or officers, (iv) an opinion of foreign local counsel to such Subsidiary in all respects reasonably satisfactory to the Administrative Agent and (v) attaching a certificate of good standing (or equivalent) issued by the jurisdiction of its incorporation. If any such document is not in English, such document shall be accompanied by a certified English translation thereof. Upon receipt of a Borrower Addendum and the supporting documentation referred to above, the Administrative Agent shall confirm such Bor- rower Addendum by signing a copy thereof and shall deliver a copy thereof to the Parent and each Lender. Thereupon the Subsidiary which executed such Borrower Addendum shall become a "Borrower" hereunder. In the event that such additional Borrower is not a corporation organized under the laws of a jurisdiction in which any other Borrower is organized (and whose principal office is not located in a jurisdiction in which any other Borrower's principal office is located), this Agreement and the other Loan Documents will be deemed amended by adding definitions comparable to the definitions ap- plicable to each other Subsidiary Borrower, such definitions to be as set forth in the applicable Borrower Addendum. X. Records (a) Lender's Records. Each Lender will note on its internal records with respect to each Loan made by it (i) the date and amount of such Loan, (ii) whether such Loan is a Re- volving Loan, Swing Line Loan, Individual Currency Loan, Ne- gotiated Rate Loan or Bid Loan, (iii) the identity of the Borrower to whom such Loan was made, (iv) the interest rate (other than in the case of an ABR Advance), Individual Cur- rency Rate, Negotiated Rate or Bid Rate and Interest Period, if applicable, applicable to such Loan and (v) each payment and prepayment of the principal thereof. (b) Administrative Agent's Records. The Adminis- trative Agent shall keep records regarding the Loans, the Letters of Credit and this Agreement in accordance with its customary procedures for agented credits. (c) Prima Facie Evidence. The entries made in the records maintained pursuant to subsections (a) and (b) above shall, to the extent not prohibited by applicable law, be prima facie evidence of the existence and amount of the obli- gations of the Parent and each Borrower recorded therein; provided, however, that the failure of the Administrative Agent or any Lender, as the case may be, to make any notation on its records shall not affect the Parent's or the respec- tive Borrower's obligations in respect of the Loans, the Let- ters of Credit or the Loan Documents. Y. Replacement of Lender If (i) any Borrower is obligated to pay to any Lender any amount under Section 2.13(a), (b) or (c) and such payment is attributable solely to any change since the Effec- tive Date (in the case of each Lender listed on the signature pages hereof) or since the effective date of the Assignment and Acceptance Agreement pursuant to which it became a Lender (in the case of each other Lender) in any applicable law, rule, regulation, order, directive, treaty or guideline (whether or not having the force of law) or in the interpretation or administration thereof (including the introduction of any new law, rule, regulation, order, directive, treaty or guideline), (ii) any Lender shall have failed to make available a Loan on the date on which and in the amount in which it was obligated to do so and shall not have cured such failure within three Business Days or (iii) any Lender shall have demanded any payment under Section 2.14 or excused itself from funding a Loan pursuant to Section 2.14, the Company shall have the right, in accordance with the requirements of Section 11.7(b), if no Default or Event of Default shall exist to replace up to two such Lenders (each a "Replaced Lender") with one or more other assignees (each, a "Replacement Lender"), reasonably acceptable to the Swing Line Lender and the Issuing Bank, provided that (I) at the time of any replacement pursuant to this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 11.7(b) (with the Assignment Fee payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (w) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, to- gether with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Sections 3.1 and 3.2, (x) the Issuing Bank an amount equal to such Replaced Lender's Commitment Percentage of all drawings (which at such time remains an unpaid drawing) to the extent such amount was not theretofore funded by such Replaced Lender, (y) the Swing Line Lender an amount equal to such Replaced Lender's Commitment Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender and (z) the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the applicable Borrower(s) pursuant to Section 2.4(e) and which has not been repaid to the Administrative Agent by such Replaced Lender or the applicable Borrower(s) and (II) all obligations of the Borrowers owing to the Replaced Lender (other than those specifically described in clause (I) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such re- placement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in clauses (i) and (ii) of this Section 2.25, the Re- placement Lender shall become a Lender hereunder and the Re- placed Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.13, 2.14, 2.15, 2.22, 11.5 and 11.10), which shall survive as to such Replaced Lender. III. FEES A. Facility Fee The Parent agrees to pay to the Administrative Agent, for the account of the Lenders in accordance with each Lender's Commitment Percentage, a fee (the "Facility Fee"), for each day from and after the Effective Date, equal to the product of (x) the Aggregate Commitments in effect as at the end of such day or, if no Commitments then exist, the Aggregate Commitments on the last day on which Commitments did exist, and (y) the applicable percentage set forth below based upon the Pricing Level in effect as at the end of such day:
Pricing Level Facility Fee Percentage ---------------- ----------------------- Pricing Level I 0.1000% Pricing Level II 0.1500 Pricing Level III 0.1750 Pricing Level IV 0.2000 Pricing Level V 0.3000.
The Facility Fee shall be (i) calculated on the basis of a 360-day year for the actual number of days elapsed, (ii) payable quarterly in arrears on each Quarterly Payment Date, commencing on the first such day following the Effective Date, and on the date that the Aggregate Commitments shall expire or otherwise terminate (or in the event that the Aggregate Commitments have expired or otherwise terminated, on the date that the Aggregate Credit Exposure has been reduced to $0). B. Letter of Credit Commissions The Parent agrees to pay to the Administrative Agent, for the account of the Lenders, commissions (the "Letter of Credit Commissions") with respect to the issued and outstanding Letters of Credit, for each day from and after the Effective Date, equal to, with respect to each Lender, the product of (x) the Letter of Credit Exposure as at the end of such day and (y) the Availability Percentage of such Lender as at the end of such day multiplied by (z) the applicable percentage set forth below based upon the Pricing Level in effect as at the end of such day:
Letter of Credit Pricing Level Commission Percentage ------------------ ----------------------- Pricing Level I 0.2000% Pricing Level II 0.2700% Pricing Level III 0.2750% Pricing Level IV 0.4000% Pricing Level V 0.4000%
The Letter of Credit Commissions shall be (i) calculated on the basis of a 360-day year for the actual number of days elapsed, (ii) payable quarterly in arrears on each Quarterly Payment Date and on the date that the Letter of Credit Commitments shall expire and the Letter of Credit Exposure is $0, and (iii) nonrefundable. C. Administrative Agent's and Issuing Bank's Fees (a) The Parent agrees to pay to the Administrative Agent, for its own account, such other fees as have been agreed to in writing from time to time by the Parent and the Administrative Agent. (b) The Parent agrees to pay to the Issuing Bank, for its own account, such other fees as have been agreed to in writing from time to time by the Parent and the Issuing Bank. IV. REPRESENTATIONS AND WARRANTIES In order to induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans, the Swing Line Lender to make the Swing Line Loans and the Lenders to participate therein, and the Issuing Bank to issue the Letters of Credit and the Lenders to participate therein, the Parent and the Borrowers make the following representations and warranties to the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders: A. Subsidiaries; Capital Stock As of the date of this Agreement, the Parent has only the Subsidiaries set forth on, and the authorized, issued and outstanding capital stock of the Parent and each such Subsidiary (or partnership or other interests, as the case may be) is as set forth on, Schedule 4.1. The shares of, or partnership or other interests in, each Subsidiary of the Parent are owned beneficially and of record by the Parent or another Subsidiary of the Parent, are free and clear of all Liens except as otherwise permitted by Section 8.3, and are duly authorized, validly issued, fully paid and nonassessable except, in the case of any Subsidiary organized under the laws of the State of New York, for any liability that may arise under the provisions of Section 630 of the Business Corporation Law of the State of New York. As of the date of this Agreement, except as set forth on Schedule 4.1, (a) neither the Parent nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (b) there are no agreements, voting trusts or understandings binding upon the Parent or any of its Subsidiaries with respect to the voting securities of the Parent or any of its Subsidiaries or affecting in any manner the sale, pledge, as- signment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (c) the Parent owns, directly or indirectly, all of the outstanding capital stock of each of its Subsidiaries. B. Existence and Power Each of the Parent and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requi- site power and authority to own its Property and to carry on its business as now conducted, and is in good standing and authorized to do business in each jurisdiction in which the failure so to qualify could reasonably be expected to have a Material Adverse effect. C. Authority Each of the Parent and each of its Subsidiaries has full power and authority to enter into, execute, deliver and perform the terms of the Loan Documents to which it is a party, all of which have been duly authorized by all proper and necessary corporate or partnership action, as the case may be, and are in full compliance with its certificate of incorporation and by-laws or partnership agreement, as the case may be. No consent or approval of, or other action by, shareholders of the Parent, any Borrower, any Governmental Authority or any other Person, which has not already been obtained, is required to authorize in respect of the Parent or any of its Subsidiaries, or is required in connection with the execution, delivery and performance by the Parent and each of its Subsidiaries of, the Loan Documents to which it is a party, or is required as a condition to the enforce- ability against the Parent or such Subsidiary of the Loan Documents to which it is a party. D. Binding Agreement The Loan Documents constitute the valid and legally binding obligations of the Parent and each of its Subsidiaries to the extent the Parent or such Subsidiary, as the case may be, is a party thereto, enforceable in ac- cordance with their respective terms, except as such enforce- ability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the en- forcement of creditors' rights generally and by equitable principles relating to the availability of specific per- formance as a remedy and except to the extent that indemnification obligations may be limited by federal or state securities laws or public policy relating thereto. E. Litigation Except as set forth on Schedule 4.5, there are no actions, suits, arbitration proceedings or claims (whether purportedly on behalf of the Parent, any of its Subsidiaries or otherwise) pending or, to the knowledge of the Parent and the Borrowers, threatened against the Parent or any of its Subsidiaries, or maintained by the Parent or any of its Sub- sidiaries, or which may affect the Property of the Parent or any of its Subsidiaries, at law or in equity, before any Gov- ernmental Authority which could reasonably be expected to have a Material Adverse effect. There are no proceedings pending or, to the knowledge of the Parent and the Borrowers, threatened against the Parent or any of its Subsidiaries (a) which call into question the validity or enforceability of, or otherwise seek to invalidate any Loan Document, or (b) which might, individually or in the aggregate, materially and adversely affect any of the transactions contemplated by any Loan Document. F. No Conflicting Agreements (a) Neither the Parent nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its Property is bound the effect of which could reasonably be expected to have a Material Adverse effect. No notice to, or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Parent or any of its Subsidiaries of the Loan Documents to which it is a party (except those notices or filings which have already been made). (b) No provision of any statute, rule, regulation, judgment, decree or order, or any existing material mortgage, indenture, contract or agreement, in each case binding on the Parent or any of its Subsidiaries or affecting the Property of the Parent or any of its Subsidiaries conflicts with, or requires any consent which has not already been obtained under, or would in any way prohibit the execution, delivery or performance by the Parent or any of its Subsidiaries of the terms of, any Loan Document. The execution, delivery or performance by the Parent and each of its Subsidiaries of the terms of each Loan Document to which it is a party will not constitute a default under, or result in the creation or imposition of, or obligation to create, any Lien upon the Property of the Parent or any of its Subsidiaries pursuant to the terms of any such mortgage, indenture, contract or agreement which defaults or Liens, individually or in the aggregate, would have or result in a Material Adverse effect. G. Taxes The Parent and each of its Subsidiaries has filed or caused to be filed all tax returns, and has paid, or has made adequate provision for the payment of, all taxes shown to be due and payable on said returns or in any assessments made against them, the failure of which to file or pay could reasonably be expected to have a Material Adverse effect, and no tax Liens have been filed against the Parent or any of its Subsidiaries and no claims are being asserted with respect to such taxes which are required by GAAP (as in effect on the Effective Date) to be reflected in the Financial Statements and are not so reflected therein. The charges, accruals and reserves on the books of the Parent and each of its Subsidiaries with respect to all Federal, state, local, foreign and other taxes are considered by the management of the Parent and the Borrowers to be adequate, and neither the Parent nor any Borrower knows of any unpaid assessment which is or might be due and payable against it or any of its Subsidiaries or any Property of the Parent or any of its Subsidiaries, except such thereof as are being contested in good faith and by appropriate proceedings diligently conducted, and for which adequate reserves have been set aside in accordance with GAAP. H. Compliance with Applicable Laws; Filings Neither the Parent nor any of its Subsidiaries is in default with respect to any judgment, order, writ, injunc- tion, decree or decision of any Governmental Authority which default could reasonably be expected to have a Material Ad- verse effect. The Parent and each of its Subsidiaries is complying with all applicable statutes, rules and regulations of all Governmental Authorities, a violation of which could reasonably be expected to have a Material Adverse effect. The Parent and each of its Subsidiaries has filed or caused to be filed with all Governmental Authorities all reports, applications, documents, instruments and information required to be filed pursuant to all applicable laws, rules, regula- tions and requests which, if not so filed, could reasonably be expected to have a Material Adverse effect. Each Borrower, prior to each borrowing by it hereunder in any jurisdiction, has obtained all necessary approvals and consents of, and has filed or caused to be filed all reports, applications, documents, instruments and information required to be filed pursuant to all applicable laws, rules, regulations and requests of, all Governmental Authorities in connection with such borrowing in such jurisdiction. I. Governmental Regulations Neither the Parent nor any of its Subsidiaries nor any corporation controlling the Parent or any of its Subsid- iaries or under common control with the Parent or any of its Subsidiaries is subject to regulation under the Public Util- ity Holding Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940, in each case as amended, or is subject to any statute or regulation which regulates the incurrence of Indebtedness, including statutes or regulations relative to common or contract carriers or to the sale of electricity, gas, steam, water, telephone, telegraph or other public utility services. J. Property Each of the Parent and each of its Subsidiaries has good and marketable title to, or a valid leasehold inter- est in, all of its real Property, and is the owner of, or has a valid lease of, all personal property, in each case which is material to the Parent and its Subsidiaries taken as a whole, subject to no Liens, except such Liens permitted by Section 8.3. All leases of Property to each of the Parent and each of its Subsidiaries are in full force and effect, the Parent or such Subsidiary enjoys quiet and undisturbed possession under all leases of real property and neither the Parent nor any of its Subsidiaries is in default beyond any applicable grace period of any provision thereof, the effect of which could reasonably be expected to have a Material Adverse effect. K. Federal Reserve Regulations; Use of Loan Proceeds Neither the Parent nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans or any Letter of Credit will be used, directly or indirectly, for a purpose which violates the provisions of Regulations G, T, U or X of the Board of Governors of the Federal Reserve System, as amended. Any- thing in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Parent or any of its Subsidiaries in violation of any limitation or prohibition provided by any applicable law, regulation or statute, including Regulation U of the Board of Governors of the Federal Reserve System. L. No Misrepresentation No representation or warranty contained in any Loan Document and no certificate, Financial Statement, other financial statement or written notice furnished or to be furnished by the Parents or any of its Subsidiaries in con- nection with the transactions contemplated hereby, contains or will contain, as of its date, a misstatement of material fact, or omits or will omit to state, as of its date, a material fact required to be stated in order to make the statements therein contained not misleading in the light of the circumstances under which made. M. Plans (a) Each Employee Benefit Plan of the Parent, each of its Subsidiaries and each ERISA Affiliate is in compliance withERISA and the Code, where applicable, in all material re- spects. The amount of (a) all Unfunded Pension Liabilities under the Pension Plans, excluding any Pension Plan which is a Multiemployer Plan, does not exceed $2,000,000, and (b) the aggregate Unrecognized Retiree Welfare Liability under all applicable Employee Benefit Plans does not exceed $2,000,000. The Parent, each of its Subsidiaries and each ERISA Affiliate have complied with the requirements of Section 515 of ERISA with respect to each Pension Plan which is a Multiemployer Plan. The aggregate potential annual withdrawal liability payments, as determined in accordance with Title IV of ERISA, for which the Parent, each of its Subsidiaries and each ERISA Affiliate would become obligated in the event of a complete or partial withdrawal from all Pension Plans which are Multiemployer Plans does not exceed $2,000,000. The Parent, each of its Subsidiaries and each ERISA Affiliate has made all contributions or payments to or under each such Pension Plan required by law or the terms of such Pension Plan or any contract or agreement where the failure to make such contributions or payments could reasonably be expected to have a Material Adverse effect. No liability to the PBGC has been, or is expected by the Parent, any of its Subsidiaries or any ERISA Affiliate to be, incurred by the Parent, any of its Subsidiaries or any ERISA Affiliate where such liability could reasonably be expected to have a Material Adverse effect. Liability, as referred to in this Section 4.13, includes any joint and several liability. Each Employee Ben- efit Plan which is a group health plan within the meaning of Section 5000(b)(1) of the Code is in material compliance with the continuation of health care coverage requirements of Sec- tion 4980B of the Code. (b) All contributions required to be made with re- spect to each Foreign Pension Plan have been timely made. Each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all ap- plicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable Governmental Authorities. Neither the Parent nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan required to be funded, determined as of the end of the most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities by more than the foreign exchange equivalent (based on the applicable spot exchange rate) of $2,000,000. N. Environmental Matters Neither the Parent nor any of its Subsidiaries (a) has received written notice or otherwise learned of any claim, demand, action, event, condition, report or investigation indicating or concerning any potential or actual liability which individually or in the aggregate could reasonably be expected to have a Material Adverse effect, arising in connection with (i) any non-compliance with or violation of the requirements of any applicable federal, state, local or foreign environmental health or safety statute or regulation, or (ii) the release or threatened release of any toxic or hazardous waste, substance or constituent, or other substance into the environment, (b) to the best knowledge of the Parent and the Borrowers, has any threatened or actual liability in connection with the release or threatened release of any toxic or hazardous waste, sub- stance or constituent, or other substance into the environ- ment which individually or in the aggregate could reasonably be expected to have a Material Adverse effect, (c) has received notice of any federal, state, local or foreign investigation evaluating whether any remedial action is needed to respond to a release or threatened release of any toxic or hazardous waste, substance or constituent or other substance into the environment for which the Parent or any of its Subsidiaries is or would be liable, which liability would reasonably be expected to have a Material Adverse effect, or (d) has received notice that the Parent or any of its Subsidiaries is or may be liable to any Person under the Comprehensive Environmental Response, Compensation and Li- ability Act, as amended, 42 U.S.C. Section 9601 et seq., or any analogous state, local or foreign law, which liability would reasonably be expected to have a Material Adverse effect. The Parent and each of its Subsidiaries is in compliance with the financial responsibility requirements of federal, state, local and foreign environmental laws to the extent applicable, including those contained in 40 C.F.R., parts 264 and 265, subpart H, and any analogous federal, state, local or foreign law, except in those cases in which the failure so to comply would not reasonably be expected to have a Material Adverse effect. O. Financial Statements The Parent has heretofore delivered to the Admin- istrative Agent and the Lenders copies of its Form 10-K for the fiscal year ended January 31, 1995, containing the au- dited Consolidated Balance Sheets of the Parent and its Sub- sidiaries as of such date and the related Consolidated State- ments of Income, Stockholders' Equity and Cash Flows for the fiscal year then ended (collectively, with the applicable related notes and schedules, the "Financial Statements"). The Financial Statements fairly present the Consolidated fi- nancial condition and results of the operations of the Parent and its Subsidiaries as of the dates and for the periods indicated therein and have been prepared in conformity with GAAP as then in effect subject, in the case of interim Financial Statements, to normal year-end adjustments. Neither the Parent nor any of its Subsidiaries has any obligation or liability of any kind (whether fixed, accrued, contingent, unmatured or otherwise) which, in accordance with GAAP as then in effect, should have been disclosed in the Financial Statements and was not. Since January 31, 1995, there has been no Material Adverse change. P. Franchises, Intellectual Property, Etc. Each of the Parent and each of its Subsidiaries possesses or has the right to use all franchises, Intellectual Property, licenses and other rights as are mate- rial and necessary for the conduct of its business, and with respect to which it is in compliance, with no known conflict with the valid rights of others which could reasonably be ex- pected to have a Material Adverse effect. No event has oc- curred which permits or, to the best knowledge of the Parent and the Borrowers, after notice or the lapse of time or both, or any other condition, could reasonably be expected to permit, the revocation or termination of any such franchise, Intellectual Property, license or other right which revocation or termination could reasonably be expected to have a Material Adverse effect. Q. Labor Relations Except as set forth on Schedule 4.17, neither the Parent nor any of its Subsidiaries is a party to any collec- tive bargaining agreement and, to the best knowledge of the Parent and the Borrowers, no petition has been filed or pro- ceedings instituted by any employee or group of employees with any labor relations board seeking recognition of a bargaining representative with respect to the Parent or such Subsidiary. There are no material controversies pending between the Parent or any of its Subsidiaries and any of their respective employees, which could reasonably be expected to have a Material Adverse effect. V. CONDITIONS OF LENDING - LOANS ON THE FIRST BORROWING DATE In addition to the requirements set forth in Section 6, the obligation of each Lender to make one or more Loans, the obligation of the Swing Line Lender to make one or more Swing Line Loans and the obligation of the Issuing Bank to issue one or more Letters of Credit, on the first Borrowing Date (which shall not occur prior to the Effective Date) is sub- ject to the fulfillment of the following conditions prior to or simultaneously with the making of such Loans or the issu- ance of such Letters of Credit: A. Evidence of Corporate Action The Administrative Agent shall have received a certificate, dated the first Borrowing Date, of the Secretary or Assistant Secretary of each Credit Party (i) attaching a true and complete copy of the resolutions of its Board of Di- rectors and of all documents evidencing all necessary corpo- rate action (in form and substance reasonably satisfactory to the Administrative Agent) taken by it to authorize the Loan Documents to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its organizational documents, (iii) setting forth the incumbency of its officer(s) who may sign such Loan Docu- ments, including therein a signature specimen of such officer(s), and (iv) attaching a certificate of good standing of the Secretary of State of the State of its incorporation and each of the jurisdictions listed on Schedule 5.1, in each case to the extent such certificate of good standing is available. B. Guaranty Each of the Parent, Tiffany, Tiffany International and Tiffany Japan shall have delivered to the Administrative Agent a guaranty, dated as of the date hereof, executed by such Credit Party and in the form of Exhibit N (as the same may be amended, supplemented or otherwise modified from time to time, the "Guaranty"). C. Approvals The Administrative Agent shall have received evi- dence reasonably satisfactory to it that all approvals and consents of all Governmental Authorities, and all approvals and all consents of all other Persons, in each case which are required to be obtained in connection with the consummation of the transactions contemplated by the Loan Documents have been obtained and that all required notices have been given, and the Administrative Agent shall have received a certificate, in all respects reasonably satisfactory to the Administrative Agent, of the Responsible Officer to the foregoing effect to the best knowledge of such officer. D. Litigation There shall be no injunction, writ, preliminary restraining order or other order of any nature issued by any Governmental Authority in any respect affecting any Loan Document or any transaction contemplated by the Loan Documents, and no action or proceeding by or before any Governmental Authority shall have been commenced and be pending seeking to prevent or delay any of the foregoing or challenging any term or provision thereof or seeking any damages in connection therewith, and the Administrative Agent shall have received a certificate, in all respects reasonably satisfactory to the Administrative Agent, of the executive officers or analogous counterparts of the Parent to the foregoing effect to the best knowledge of such officer. E. Approval of Special Counsel All legal matters incident to the making of the Loans on the first Borrowing Date shall be reasonably satis- factory to Special Counsel, and the Administrative Agent shall have received from Special Counsel an opinion, dated the first Borrowing Date, substantially in the form of Exhibit P. F. Opinion of Counsel to the Borrowers and the Parent (a) The Administrative Agent shall have received an opinion of Scott A. Klion, Esq., Associate General Counsel to the Parent and counsel to the Domestic Borrowers, dated the first Borrowing Date, substantially in the form of Exhibit O-1. (b) The Administrative Agent shall have received, in respect of each Borrower which is not a Domestic Borrower, an opinion of local foreign counsel, reasonably satisfactory to the Administrative Agent, to such Borrower, dated the first Borrowing Date, substantially in the form of Exhibit O- 2. G. Existing Indebtedness All Indebtedness set forth on Schedule 5.7 shall have been paid in full, all Liens, if any, securing the same shall have been terminated, and the Administrative Agent shall have received satisfactory evidence of the foregoing. H. Payment of Fees The Parent and the Borrowers shall have paid to the Issuing Bank, the Swing Line Lender, the Administrative Agent, the Arranging Agent and the Lenders all fees and all expenses which they shall have agreed to pay, to the extent such fees and expenses shall have become payable on or prior to the first Borrowing Date, and shall have paid the reason- able fees and disbursements of Special Counsel in connection with such agreement to the extent billed therefor. I. Other Documents The Administrative Agent shall have received such other documents (including financial statements and projec- tions), each in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall reasonably require in connection with the making of the first Loans and the issuance of the first Letters of Credit. VI. CONDITIONS OF LENDING - ALL LOANS AND LETTERS OF CREDIT The obligation of each Lender to make each Loan, the ob- ligation of the Swing Line Lender to make each Swing Line Loan and the obligation of the Issuing Bank to issue each Letter of Credit is subject to the fulfillment of the following conditions precedent: A. Compliance On each Borrowing Date, and after giving effect to the Loans to be made, and the Letters of Credit to be issued, on such Borrowing Date, (a) there shall exist no Default or Event of Default and (b) the representations and warranties contained in this Agreement shall be true and correct with the same effect as though such representations and warranties had been made on such Borrowing Date except to the extent that any representation or warranty under Section 4.1 expressly relates to an earlier date. B. Loan Closings All documents required by the provisions of this Agreement to have been executed or delivered by each Credit Party to the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender on or before the applicable Borrowing Date shall have been so executed or delivered on or before such Borrowing Date. C. Borrowing or Letter of Credit Request The receipt by the Administrative Agent of a Notice of Borrowing, in the case of such Loan, or a Letter of Credit Request, in the case of a Letter of Credit, executed by the Parent and the applicable Borrower making such request. D. Other Documents The Administrative Agent shall have received such other documents (including financial statements and projec- tions), each in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall reasonably require in connection with the making of the Loans and the issuance of the Letters of Credit on such Borrowing Date. VII. AFFIRMATIVE AND FINANCIAL COVENANTS The Parent agrees that, so long as any Loan Document is in effect, any Loan, Letter of Credit or reimbursement obligation (contingent or otherwise) in respect of any Letter of Credit remains outstanding and unpaid, or any other amount is owing under any Loan Document to any Lender or the Administrative Agent, the Parent will: A. Legal Existence Except as may otherwise be permitted by Sections 8.4, 8.5 and 8.6, maintain, and cause each of its Subsidiaries to maintain, (a) its corporate or partnership existence, as the case may be, and (b) such existence in good standing in the jurisdiction of its incorporation or for- mation and in each other jurisdiction in which the failure so to do could reasonably be expected to have a Material Adverse effect; provided however, that subject to Section 8, nothing in this Section 7.1 shall prevent the abandonment or termination of the corporate existence or good standing of any Subsidiary of the Parent (other than Tiffany, Tiffany International and Tiffany Japan) in any jurisdiction if (i), in the reasonable judgment of the Parent and such Subsidiary, such abandonment or termination is in the best interest of the Parent and its Subsidiaries taken as a whole and would not have a Material Adverse effect and (ii) such Subsidiary, at the time of such abandonment or termination, has no obligations, contingent or otherwise, under any Loan Documents to any Lender, the Swing Line Lender, the Issuing Bank or the Administrative Agent. B. Taxes Pay and discharge when due, and cause each of its Subsidiaries so to do, all taxes, assessments, governmental charges, license fees and levies upon or with respect to the Parent and such Subsidiary, and upon the income, profits and Property thereof unless, and only to the extent, that (a) such taxes, assessments, governmental charges, license fees and levies shall be contested in good faith and by ap- propriate proceedings diligently conducted by the Parent or such Subsidiary, and (b) such reserve or other appropriate provision as shall be required by GAAP shall have been made therefor. C. Insurance Maintain, and cause each of its Subsidiaries to maintain, insurance with financially sound insurance carriers against at least such risks, and in at least such amounts, as are usually insured against by similar businesses, including business interruption, public liability (bodily injury and property damage), fidelity, workers' compensation (where required) and property insurance, upon request a detailed list of such insurance then in effect, stating the names of the carriers thereof, the policy numbers, the insureds thereunder, the amounts of insurance, dates of expiration thereof, and the Property and risks covered thereby; except that the Parent or any of its Subsidiaries may effect workers' compensation or similar insurance in respect of operations in any jurisdiction either through an insurance fund operated by such jurisdiction or by causing to be maintained a system or systems of self-insurance which is in accord with applicable laws and good business practice. D. Performance of Obligations Pay and discharge promptly when due, and cause each of its Subsidiaries so to do, all lawful Indebtedness, obligations and claims for labor, materials and supplies or otherwise which, if unpaid, could reasonably be expected to (a) have a Material Adverse effect, or (b) become a Lien on the Property of the Parent or any of its Subsidiaries, except those Liens permitted under Section 8.3, provided that nei- ther the Parent nor such Subsidiary shall be required to pay or discharge or cause to be paid or discharged any such In- debtedness, obligation or claim so long as (i) the validity thereof shall be contested in good faith and by appropriate proceedings diligently conducted by the Parent or such Sub- sidiary, and (ii) such reserve or other appropriate provision as shall be required by GAAP shall have been made therefor. E. Condition of Property Except for ordinary wear and tear, at all times, maintain, protect and keep in good repair, working order and condition, all Property used in the operation of its business (other than Property which is replaced with similar Property), except (i) to the extent that the failure so to do would not, individually or in the aggregate, have a Material Adverse effect, and cause each of its Subsidiaries so to do and (ii) as permitted under Sections 8.3 and 8.4. F. Observance of Legal Requirements Observe and comply in all material respects, and cause each of its Subsidiaries so to do, with all laws, ordi- nances, orders, judgments, rules, regulations, certifica- tions, franchises, permits, licenses, directions and require- ments of all Governmental Authorities, which now or at any time hereafter may be applicable to it or to such Subsidiary, a violation of which could reasonably be expected to have a Material Adverse effect. G. Financial Statements and Other Information Maintain, and cause each of its Subsidiaries to maintain, a standard system of accounting in accordance with GAAP, and furnish to each Lender: (a) As soon as available and, in any event, within 105 days after the close of each fiscal year, a copy of (i) the Balance Sheet as of the end of such fiscal year, of the Parent on a Consolidated basis, and (ii) the related State- ments of Income, Cash Flows and Shareholder's Equity for such fiscal year, of the Parent on a Consolidated basis, set- ting forth in each case in comparative form the corresponding figures in respect of the previous fiscal year, all in reasonable detail, and accompanied by, in the case of such Consolidated financial statements, a report of the Account- ants, which report shall state that (A) the Accountants au- dited such Consolidated financial statements, (B) such audit was made in accordance with generally accepted auditing standards in effect at the time and provides a reasonable basis for such opinion, and (C) said Consolidated financial statements have been prepared in accordance with GAAP; (b) Simultaneously with the delivery of the certi- fied statements required by clause (a) above, copies of a certificate of such Accountants stating that, in making the examination necessary for their audit of the Consolidated financial statements of the Parent for such fiscal year, nothing came to their attention of a financial or accounting nature that caused them to believe that there shall have oc- curred any condition or event which would constitute a Default or an Event of Default, or, if so, specifying in such certificate all such Defaults and Events of Default and the nature and status thereof; (c) As soon as available, and in any event within 50 days after the end of each of the first three fiscal quar- ters, and 105 days after the end of the last fiscal quarter, of each fiscal year, a copy of (i) the Balance Sheet, as of the end of such quarter, of the Parent on a Consolidated basis and (ii) the related Statements of Income, Cash Flows and Shareholder's Equity, of the Parent on a Consolidated basis for (x) such quarter, and (y) the period from the be- ginning of the then current fiscal year to the end of such quarter, in each case in comparative form with the prior fiscal year, all in reasonable detail and prepared in accordance with GAAP (without footnotes and subject to year-end adjustments), together with a certificate of the Responsible Officer, which certificate shall state that all such financial statements fairly present the financial condition and results of operations of the Parent and its Subsidiaries and have been prepared in accordance with GAAP (but without footnotes and subject to year-end adjustments); (d) Notwithstanding anything to the contrary con- tained herein, the Parent may satisfy its obligation to fur- nish (i) the Consolidated financial statements referred to in clause (a) above by furnishing, as soon as available, and in any event within 105 days after the end of the applicable fiscal year, a copy of the annual audited Consolidated financial statements of the Parent and its Subsidiaries prepared in conformity with GAAP and as filed with the SEC for such fiscal year, and (ii) the Consolidated financial statements referred to in clause (c) above by furnishing, as soon as available, and in any event within 50 days after the end of the applicable fiscal quarter, copies of the Consolidated financial statements of the Parent and its Subsidiaries as filed with the SEC for the applicable fiscal quarter; (e) Simultaneously with the delivery of the finan- cial statements required by clauses (a), (c) and (d) above, a certificate of the Responsible Officer certifying that to the best of his knowledge no condition or event has occurred which would constitute a Default or an Event of Default, or if so, specifying in such certificate all such violations, conditions and events and the nature and status thereof; (f) Within 45 days after the end of each of the first three fiscal quarters, and within 90 days after the end of the last fiscal quarter, of each fiscal year, a Compliance Certificate, as of the end of such fiscal quarter, certified by the Responsible Officer; (g) As soon as available, and in any event within two Business Days after any downgrade or withdrawal by either S&P or Moody's of the senior unsecured long term debt Rating assigned to the Parent, written notice to the Administrative Agent and each Lender thereof, and the effective date thereof, in each case certified by the Responsible Officer; (h) Prompt written notice upon the Parent or any of its Subsidiaries obtaining knowledge that: (i) any In- debtedness of the Parent or any of its Subsidiaries in an aggregate amount in excess of $5,000,000 shall have been declared or become due and payable prior to its stated maturity, or called and not paid when due, or required to be purchased or otherwise acquired by the Parent or any of its Subsidiaries prior to its stated maturity, and whether such acceleration shall have been rescinded or annulled, or (ii) the holders of any notes, or other evidence of Indebtedness, certificates or securities evidencing any such Indebtedness, or any obligees with respect to any other Indebtedness of the Parent or any of its Subsidiaries, have the right to declare Indebtedness in an aggregate amount in excess of $5,000,000 due and payable prior to its stated maturity or have the right to require the Parent or any of its Subsidiaries to purchase or otherwise acquire any such Indebtedness prior to its stated maturity and whether such right shall have been waived; (i) Prompt written notice of: (i) any citation, summons, subpoena, order to show cause or other order naming the Parent or any of its Subsidiaries a party to any proceed- ing before any Governmental Authority which could reasonably be expected to have a Material Adverse effect, and include with such notice a copy of such citation, summons, subpoena, order to show cause or other order, (ii) any lapse or other termination of any license, permit, franchise or other autho- rization issued to the Parent or any of its Subsidiaries by any Governmental Authority, (iii) any refusal by any Govern- mental Authority to renew or extend any license, permit, franchise or other authorization, and (iv) any dispute between the Parent or any of its Subsidiaries and any Gov- ernmental Authority, which lapse, termination, refusal or dispute, referred to in clause (ii), (iii) or (iv) above, could reasonably be expected to have a Material Adverse ef- fect; (j) Promptly upon becoming available, copies of all regular, periodic or special reports, schedules, proxy statements, registration statements, 10-Ks, 10-Qs and 8-Ks which the Parent or any of its Subsidiaries may now or here- after be required to file with or deliver to any securities exchange or the SEC, and copies of all material news releases sent to financial analysts; (k) Prompt written notice in the event that the Parent or any of its Subsidiaries knows, or has reason to know, that (i) any Termination Event with respect to a Pension Plan has occurred or will occur, (ii) any condition exists with respect to a Pension Plan (other than a Multiemployer Plan) which presents a material risk of termination of such Pension Plan by the PBGC, imposition of an excise tax on the Parent, any of its Subsidiaries or any ERISA Affiliate or the requirement that the Parent, any of its Subsidiaries or any ERISA Affiliate provide security to any Pension Plan, (iii) the Parent, any of its Subsidiaries or any ERISA Affiliate has applied for a waiver of the minimum funding standard under Section 412 of the Code with respect to a Pension Plan, (iv) the aggregate amount of the Unfunded Pension Liabilities under all Pension Plans (other than Multiemployer Plans) has increased to an amount in excess of $2,000,000, (v) the aggregate amount of Un- recognized Retiree Welfare Liability under all applicable Em- ployee Benefit Plans has increased to an amount in excess of $2,000,000, (vi) the Parent, any of its Subsidiaries or any ERISA Affiliate has engaged in a Prohibited Transaction with respect to an Employee Benefit Plan, (vii) the imposition of a tax upon the Parent or any of its Subsidiaries under Sec- tion 4980B(a) of the Code, or (viii) the assessment of a civil penalty under Section 502(c) of ERISA against the Parent or any of its Subsidiaries, or (ix) any condition with respect to a Multiemployer Plan exists which presents a risk of material liability to the Parent or any of its Subsidiaries or would reasonably be expected to have a Material Adverse effect, in each case together with a certificate of the Responsible Officer setting forth the details of such event and the action which the Parent, such Subsidiary or such ERISA Affiliate proposes to take with respect thereto, together with a copy of all notices and fil- ings with respect thereto; (l) Prompt written notice in the event that the Parent, any of its Subsidiaries or any ERISA Affiliate shall receive a demand letter from the PBGC notifying the Parent, such Subsidiary or such ERISA Affiliate of any final decision finding liability of the Parent, any of its Subsidiaries or any ERISA Affiliate and the date by which such liability must be paid, together with a copy of such letter and a certificate of the Responsible Officer setting forth the action which the Parent, such Subsidiary or such ERISA Affiliate proposes to take with respect thereto; (m) Promptly upon the same becoming available, and in any event by the date such amendment is adopted, a copy of any Pension Plan amendment that the Parent, any of its Subsidiaries or any ERISA Affiliate proposes to adopt which would require the posting of security under Section 401(a)(29) of the Code, together with a certificate of the Responsible Officer setting forth the reasons for the adoption of such amendment and the action which the Parent, such Subsidiary or such ERISA Affiliate proposes to take with respect thereto; (n) As soon as possible and in any event by the 10th day after any required installment or other payment under Section 412 of the Code owed to a Pension Plan by the Parent, any of its Subsidiaries or any ERISA Affiliate shall have become due and owing and remain unpaid a copy of the notice of failure to make required contributions provided to the PBGC by the Parent, any of its Subsidiaries or any ERISA Affiliate under Section 412(n) of the Code, together with a certificate of the Responsible Officer setting forth the action which the Parent, such Subsidiary or such ERISA Affiliate proposes to take with respect thereto; (o) If the termination of any Pension Plan would result in the imposition of any tax under Section 4980 of the Code, then as soon as possible, but in no event less than 60 days before the due date of the tax, a certificate of the Responsible Officer setting forth the estimated amount of the tax, any reversion, and the proposed use of the reversion (this Section 7.7(o) shall apply to a transaction notwithstanding a reduction or complete elimination of the tax because of the operation of either Sections 4980(d) or 420(a)(3)(A) of the Code); (p) Upon a Responsible Officer becoming aware thereof, prompt written notice that a material contribution required to be made to any Foreign Pension Plan has not been timely made, the failure of which would reasonably be expected to have a Material Adverse effect; (q) Upon a Responsible Officer becoming aware thereof, prompt written notice of the occurrence of (i) each Default, (ii) each Event of Default, and (iii) each Material Adverse change; (r) Promptly upon receipt thereof, copies of all audit reports relating to the Parent or any of its Subsidiaries submitted by the Accountants in connection with each annual, interim or special audit of the books of the Parent or any of its Subsidiaries; and (s) Promptly upon request therefor, such other in- formation and reports regarding the business, condition (fi- nancial or otherwise), property or prospects of the Parent and its Subsidiaries, as the Administrative Agent or any Lender at any time or from time to time may reasonably re- quest. H. Inspection At all reasonable times, upon reasonable prior no- tice, permit representatives of the Administrative Agent or any Lender to visit the offices of the Parent or each of its Subsidiaries, to examine the books and records thereofand Ac- countants' reports relating thereto, and to make copies or extracts therefrom, to discuss the affairs of the Parent or each of its Subsidiaries with the respective officers thereof, and to examine and inspect the Property of the Parent or each of its Subsidiaries and to meet and discuss the affairs of the Parent and each of its Subsidiaries with the Accountants. I. Authorizations Maintain and cause each of its Subsidiaries to maintain, in full force and effect, all copyrights, patents, trademarks, trade names, franchises, licenses, permits, ap- plications, reports, and other authorizations and rights, as are necessary for theconduct from time to time of their busi- nesses, except to the extent the failure so to maintain such items, individually or in the aggregate, could not reasonably be expected to have a Material Adverse effect. J. Subsidiaries (a) At all times maintain (directly or indirectly), beneficially and of record, (i) at least 51% of the voting control of, and at least 51% of the equity in, Tiffany & Co. K.K., and (ii) 100% of the voting control of, and 100% of the equity in, each other Subsidiary Borrower. (b) Except as set forth on Schedule 4.1 or as may otherwise be permitted by Sections 8.4, 8.5 and 8.6, at all times maintain (directly or indirectly), beneficially and of record, 100% of the voting control of, and 100% of the equity in, each of its other Subsidiaries. K. Leverage Ratio At all times have a Leverage Ratio not greater than 0.55:1.00. L. Interest Coverage Ratio At all times have an Interest Coverage Ratio greater than 2.50:1.00. VIII. NEGATIVE COVENANTS The Parent agrees that, so long as any Loan Document is in effect, any Loan, Letter of Credit or reimbursement obligation (contingent or otherwise) in respect of any Letter of Credit remains outstanding and unpaid, or any other amount is owing under any Loan Document to any Lender, the Swing Line Lender or the Administrative Agent, the Parent shall not, directly or indirectly: A. Indebtedness Create, incur, assume or suffer to exist any In- debtedness, or permit any of its Subsidiaries so to do, except any one or more of the following types of Indebtedness: (a) Indebtedness under the Loan Documents, (b) Indebtedness of the Subsidiaries of the Parent in an aggregate principal amount not in excess of $25,000,000 at any one time outstanding (i) in respect of capital leases, (ii) secured by Liens on Property acquired by any such Subsidiary after the date hereof provided that such Liens are in existence on the date of such acquisition and were not placed on such Property in contemplation of such acquisition, and (iii) other purchase money Indebtedness of the Subsidiaries of the Parent, provided that, in each case under this clause (b), the Lien securing such Indebtedness is per- mitted by Section 8.3, (c) Indebtedness set forth on Schedule 8.1 and any refinancings, extensions and renewals thereof, (d) Indebtedness set forth on Schedule 5.7, provided that it will be repaid in full simultaneously with the making of the Loans on the first Borrowing Date, (e) Intercompany Debt, (f) other Indebtedness of the Subsidiaries of the Parent in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, provided that immediately before and after giving effect to the creation, incurrence or assumption of such Indebtedness no Default or Event of Default shall or would exist, (g) Indebtedness of the Parent, provided that immediately before and after giving effect to the creation, incurrence or assumption of such Indebtedness no Default or Event of Default shall or would exist, and (h) Indebtedness in the form of a deferred payable of Tiffany to Mitsukoshi Limited in the principal amount of 2.5 billion Japanese yen. B. Interest Rate Protection Arrangements and Other Hedging Arrangements Create, incur, assume or suffer to exist any in- debtedness under or in respect of any Interest Rate Protection Arrangement or any Other Hedging Arrangement, or permit any of its Subsidiaries so to do, except (i) foreign currency purchased put options and forward exchange contracts intended to reduce the risk on foreign currency denominated transactions and (ii) interest rate swap agreements to modify the interest rate characteristics of up to $100,000,000 notional principal amount of Indebtedness. C. Liens Create, incur, assume or suffer to exist any Lien against or on any Property now owned or hereafter acquired by the Parent or any of its Subsidiaries, or permit any of its Subsidiaries so to do, except any one or more of the following types of Liens: (a) Liens in connection with work- ers' compensation, unemployment insurance or other social security obligations (which phrase shall not be construed to refer to ERISA or the minimum funding obligations under Section 412 of the Code), (b) Liens to secure the performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, in each such case arising in the ordinary course of business, (c) mechanics', workmen's, carriers', warehousemen's, materialmen's, landlords', or other like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith and by ap- propriate proceedings diligently conducted, (d) Liens for taxes, assessments, fees or governmental charges the payment of which is not required by Section 7.2, (e) easements, rights of way, restrictions, leases of Property to others, easements for installations of public utilities, title imper- fections and restrictions, zoning ordinances and other similar encumbrances affecting Property which in the aggregate do not materially impair its use for the operation of the business of the Parent or such Subsidiary, (f) Liens set forth on Schedule 8.3 and any renewal thereof, (g) Liens under capital leases and Liens on Property (including, in the event such Property constitutes capital stock of a newly acquired Subsidiary of the Parent, Liens on the Property of such Subsidiary) hereafter acquired and either existing on such Property when acquired, or created contemporaneously with such acquisition, to secure the payment or financing of the purchase price thereof, provided that such Liens attach only to the Property so purchased or acquired and provided further that the Indebtedness secured by such Liens is permitted by Section 8.1(b), (h) Liens created under the Loan Documents, (i) statutory Liens in favor of lessors arising in connection with Property leased to the Parent or any of its Subsidiaries, (j) Liens of attachments, judgments or awards against the Parent or any of its Subsidiaries with respect to which an appeal or proceeding for review shall be pending or a stay of execution shall have been obtained, or which are otherwise being contested in good faith and by appropriate proceedings diligently conducted, and in respect of which adequate reserves shall have been established in accordance with GAAP on the books of the Parent or such Subsidiary, and (k) Intercompany Liens. D. Dispositions Make any Disposition or permit any of its Subsid- iaries so to do, except any one or more of the following: (a) Dispositions of any Investments permitted under Sections 8.7(a), (b), (c), (d) or (e), (b) Intercompany Dispositions, (c) Dispositions in the ordinary course of business (including the disposition of closed stores and the disposition of certain New Jersey facilities in connection with the consolidation of such facilities' operations into a new facility to be constructed and leased in Parsippany, New Jersey), and (d) other Dispositions of Property having a fair market value which, when aggregated with the fair market value of all other Dispositions of Property (other than Dispositions described in the preceding clauses (a), (b) and (c) made on and after the Effective Date, would not exceed $75,000,000 on a Consolidated basis, provided, however, that immediately before and after giving effect thereto, no Default or Event of Default shall or would exist. E. Merger or Consolidation, Etc. (a) Consolidate with, be acquired by, or merge into or with any Person, or convey or otherwise transfer all or substantially all of its Property, or permit any of its Subsidiaries so to do, except that: (i) any of its wholly-owned Subsidiaries (other than a Borrower) may consolidate with or merge with any of its other Subsidiaries (other than a Borrower), or convey or transfer all or substantially all of its Property to any of its other wholly-owned Subsidiaries (other than a Borrower), provided that (x) immediately before and after giving effect thereto no Default or Event of Default shall or would exist and (y) the Administrative Agent shall have received 15 Business Days' prior written notice thereof, and (ii) any of its wholly-owned Subsidiaries may consolidate with or merge with any Subsidiary Borrower, or convey or transfer all or substantially all of its Property to any Subsidiary Borrower, provided that (w) immediately before and after giving effect thereto no Default or Event of Default shall or would exist, (x) such Subsidiary Borrower shall be the survivor of such consolidation or merger, (y) the Administrative Agent shall have received 15 Business Days' prior written notice of such consolidation, merger, conveyance or transfer, and (z) the Administrative Agent shall have received such documents, opinions and certificates as the Administrative Agent shall have reasonably requested in connection therewith. F. Acquisitions Make any Acquisition, or permit any of its Sub- sidiaries so to do, except any one or more of the following: (a) Acquisitions of Investments permitted by Section 8.7, (b) Intercompany Acquisitions permitted by Section 8.5, and (c) Acquisitions by the Parent or any of its Subsidiaries, provided that (i) immediately before and after giving effect to each such Acquisition no Default or Event of Default shall or would exist, (ii) immediately after giving effect to each such Acquisition, all of the representations and warranties contained in Section 4 shall be true and correct as if then made except to the extent that any representation or warranty under Section 4.1 expressly relates to an earlier date, and (iii) the aggregate consideration paid for all such Acquisitions shall not exceed $50,000,000. G. Investments Any time hold, purchase, invest in or otherwise acquire any derivative product or any interest therein or any debt security or Stock of, or any other equity interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment, whether by way of capital con- tribution or otherwise, in any Person (all of which are some- times referred to herein as "Investments"), or permit any of its Subsidiaries so to do, except any one or more of the fol- lowing Investments: (a) Investments in short-term direct ob- ligations of the United States of America (and not the agen- cies or instrumentalities thereof), (b) Investments in short-term debt securities of any issuer, provided that the principal thereof and interest thereon is unconditionally guaranteed by the United States of America (and not the agen- cies or instrumentalities thereof), (c) Investments in short- term certificates of deposit, in Dollars, of any Lender or any other depository institution chartered under the laws of the United States of America or any State thereof the deposits of which are insured by the Federal Deposit Insurance Corporation and which has capital and undivided surplus of not less than $500,000,000, (d) Investments in commercial paper having a commercial paper rating of not lower than (i) A-1 by S&P, or (ii) P-1 by Moody's, (e) Investments existing on the date hereof and set forth on Schedule 8.7, (f) Investments in Intercompany Debt, (g) Investments in the Parent or any Subsidiary or any Person who immediately thereafter becomes a Subsidiary, (h) Investments from the net cash proceeds received from the issuance of additional shares of the Parent's capital stock, (i) Acquisitions permitted by Section 8.6, (j) Investments in short-term certificates of deposit or similar instruments, in any Currency other than Dollars, of any bank which has capital and undivided surplus of not less than the equivalent of $1,000,000,000, and (k) additional Investments in an aggregate amount not exceeding $5,000,000 or the equivalent thereof. H. Restricted Payments Make any Restricted Payment or permit any of its Subsidiaries so to do, except any one or more of the following Restricted Payments: (a) any direct or indirect wholly-owned Subsidiary of the Parent may make dividends or other distributions to the Parent or to any other direct or indirect wholly-owned Subsidiary of the Parent, and (b) the Parent may make regular periodic dividends at a rate which is substantially consistent with past practice, provided that immediately before and after giving effect thereto, no Default or Event of Default shall or would exist. I. Limitation on Upstream Dividends by Subsidiaries Permit, cause or suffer to exist, any of its Sub- sidiaries to enter into or agree, or otherwise be or become subject, to any agreement, contract or other arrangement (other than this Agreement) with any Person pursuant to the terms of which (a) such Subsidiary is or would be prohibited from declaring or paying any cash dividends on any class of its stock owned directly or indirectly by the Parent or any of its other Subsidiaries or from making any other dis- tribution on account of any class of any such stock (herein referred to as "Upstream Dividends"), or (b) the declaration or payment of Upstream Dividends by a Subsidiary of the Parent to the Parent or another Subsidiary of the Parent, on an annual or cumulative basis, is or would be otherwise limited or restricted. J. Transactions with Affiliates Become, or permit any of its Subsidiaries to be- come, a party to any material transaction with any Affiliate of the Parent on a basis less favorable in any material re- spect than if such transaction were not with an Affiliate of the Parent. IX. DEFAULT A. Events of Default The following shall each constitute an "Event of Default" hereunder: (a) The failure of any Borrower to make any principal payment on any Loan or any reimbursement payment in respect of any Letter of Credit when due and payable; or (b) The failure of any Borrower to make payment of any installment of interest on any Loan or any fee or other amount payable under or in respect of any Loan Document on the date when due and payable and such default shall continue unremedied for a period of three Business Days after the same shall have become due; or (c) The failure of the Parent or any Borrower to observe or perform any covenant or agreement contained in Section 2.18, 7.1(a), 7.11 or 7.12, or in Section 8; or (d) The failure of the Parent or any Borrower to observe or perform any other covenant or agreement contained in this Agreement, and such failure shall have continued unremedied for a period of 30 days after any Responsible Officer shall have become aware of such failure; or (e) Any representation or warranty of any Credit Party (or of any of its officers on its behalf) made in any Loan Document or in any certificate, report, opinion (other than an opinion of counsel) or other document delivered on or after the date hereof pursuant to any Loan Document, shall in any such case prove to have been incorrect or misleading (whether because of misstatement or omission) in any material respect when made; or (f) (i) Liabilities and/or other obligations in an aggregate amount in excess of $5,000,000 of the Parent or any of its Subsidiaries on a Consolidated basis (other than the obligations hereunder and Intercompany Debt), whether as principal, guarantor, surety or other obligor, for the pay- ment or purchase of any Indebtedness, (A) shall become or shall be declared to be due and payable prior to the expressed maturity thereof (unless such acceleration shall have thereafter been unconditionally rescinded or annulled prior to the time that the Aggregate Commitment has been terminated or the Loans have become or been declared due and payable), or (B) shall not be paid when due or within any grace period for the payment or purchase thereof, or (ii) any holder of any such obligations shall have the right to declare the Indebtedness evidenced thereby due and payable or to require the purchase of the Indebtedness evidenced thereby prior to its stated maturity (unless such right shall thereafter have been unconditionally waived prior to the time such holder shall have declared such Indebtedness due and payable or required the purchase of such Indebtedness); or (g) The Parent or any of its Subsidiaries shall (i) suspend or discontinue its business (except as may oth- erwise be expressly permitted herein), or (ii) make an as- signment for the benefit of creditors, or (iii) generally not be paying its debts as such debts become due, or (iv) admit in writing its inability to pay its debts as they become due, or (v) file a voluntary petition in bankruptcy, or (vi) become insolvent (however such insolvency shall be evi- denced), or (vii) file any petition or answer seeking for it- self any reorganization, arrangement, composition, readjust- ment of debt, liquidation or dissolution or similar relief under any present or future statute, law or regulation of any jurisdiction, or (viii) petition or apply to any tribunal for any receiver, custodian or any trustee for any substantial part of its Property, or (ix) be the subject of any such pro- ceeding filed against it which remains undismissed for a pe- riod of 45 days, or (x) file any answer admitting or not con- testing the material allegations of any such petition filed against it, or of any order, judgment or decree approving such petition in any such proceeding, or (xi) seek, approve, consent to, or acquiesce in any such proceeding, or in the appointment of any trustee, receiver, custodian, liquidator, or fiscal agent for it, or any substantial part of its Property, or an order is entered appointing any such trustee, receiver, custodian, liquidator or fiscal agent and such order remains unstayed and in effect for 45 days; or (h) An order for relief is entered under the bank- ruptcy or insolvency laws of any jurisdiction and continues unstayed and in effect for a period of 60 days (i) adjudging the Parent or any of its Subsidiaries as bankrupt or insol- vent, or (ii) approving as properly filed a petition seeking reorganization, liquidation, arrangement, adjustment or composition of, or in respect of the Parent or any of its Subsidiaries under the bankruptcy or insolvency laws of any jurisdiction, or (iii) appointing a receiver, liquidator, as- signee, trustee, custodian, sequestrator (or other similar official) of the Parent or any of its Subsidiaries or of any substantial part of the Property of any thereof, or (iv) or- dering the winding up or liquidation of the affairs of the Parent or any of its Subsidiaries and any such decree or order continues unstayed and in effect for a period of 60 days; or (i) Judgments or decrees in an aggregate amount in excess of $5,000,000 on a Consolidated basis against the Par- ent or any of its Subsidiaries (except to the extent covered by insurance, provided that each applicable insurance company has expressly assumed responsibility with respect to the applicable underlying claim) shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days; or (j) A Change of Control shall occur; or (k) Any license, franchise, permit, right, ap- proval or agreement of the Parent or any of its Subsidiaries to own or operate any Operating Entity owned or operated by the Parent or such Subsidiary is not renewed, or is suspended or revoked, and the non-renewal, suspension or revocation is irrevocable and not subject to appeal or challenge and would have a Material Adverse effect; or (l) (i) any Termination Event shall occur with re- spect to any Pension Plan (other than a Multiemployer Plan); (ii) any Accumulated Funding Deficiency in excess of $2,000,000, whether or not waived, shall exist with respect to any Pension Plan (other than a Multiemployer Plan); (iii) any Person shall engage in any Prohibited Transaction involv- ing any Employee Benefit Plan which would have a Material Adverse effect; (iv) the Parent, any of its Subsidiaries or any ERISA Affiliate shall fail to pay when due an amount which is payable by it to the PBGC or to a Pension Plan (including a Multiemployer Plan) under Title IV of ERISA and such non-payment would have a Material Adverse effect; (v) the imposition of any tax under Section 4980(B)(a) of the Code; (vi) the assessment of a civil penalty with respect to any Employee Benefit Plan under Section 502(c) of ERISA; (vii) any other event or condition shall occur or exist with respect to an Employee Benefit Plan which would have a Mate- rial Adverse effect; (viii) a contribution required to be made to a Foreign Pension Plan has not been timely made which would have a Material Adverse effect; or (ix) the Parent or any of its Subsidiaries has incurred or is likely to incur liabilities pursuant to one or more Foreign Pension Plans which would have a Material Adverse effect; or (m) (i) Any Loan Document shall cease to be in full force and effect, or an "Event of Default" shall have occurred under, and as such term is defined therein, or (ii) the failure of any Credit Party to observe or perform any ob- ligation on its part to be observed or performed under any Loan Document, and such failure shall have continued unremedied for a period of 30 days after any Responsible Officer shall have become aware of such failure, or any Credit Party shall disavow in writing any of its obligations thereunder. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (a) if such event is an Event of Default specified in clause (g) or (h) above, the Aggregate Commitments, the Swing Line Commit- ment, the Individual Currency Commitments and the Letter of Credit Commitment shall immediately and automatically termi- nate and the Loans, all accrued and unpaid interest thereon, any reimbursement obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately be- come due and payable, and the Parent and the applicable Letter of Credit Applicants shall forthwith deposit an amount equal to the Letter of Credit Exposure in a cash collateral account with and under the exclusive control of the Adminis- trative Agent, and the Administrative Agent may, and, upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (b) if such event is any other Event of Default, any or all of the following actions may be taken: (i) with the con- sent of the Required Lenders, the Administrative Agent may, and upon the direction of the Required Lenders shall, by no- tice to the Parent (on behalf of all Borrowers), declare the Aggregate Commitments, the Swing Line Commitment, the Indi- vidual Currency Commitments and the Letter of Credit Commit- ment to be terminated forthwith, whereupon the Aggregate Com- mitments, the Swing Line Commitment, the Individual Currency Commitments and the Letter of Credit Commitment shall im- mediately terminate, and (ii) with the consent of the Required Lenders, the Administrative Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Parent (on behalf of all Borrowers), declare the Loans, all accrued and unpaid interest thereon, any reimbursement obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Parent and the applicable Letter of Credit Applicants shall forthwith deposit an amount equal to the Letter of Credit Exposure in a cash collateral account with and under the exclusive control of the Administrative Agent, and the Administrative Agent may, and upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided pursuant to the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. In the event that the Aggregate Commitments, the Swing Line Commitment, the Individual Currency Commitments and the Letter of Credit Commitment shall have been termi- nated or the Loans shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent and the Lenders from or on behalf of any Borrower shall be applied by the Administrative Agent and the Lenders in liquidation of the Loans and the obligations of the Credit Parties under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have ad- vanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Credit Parties; (ii) second, to the payment of any expenses due the Administrative Agent from the Credit Parties, (iii) third, to reimburse the Administrative Agent and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above due from the Parent and the Borrowers pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Facility Fees, Letter of Credit Commissions and all other fees, expenses and amounts due under or in respect of the Loan Documents (other than principal and interest on the Loans and reimbursement obligations and interest thereon with respect to the Letters of Credit); (v) fifth, to the payment of interest due on the Loans and due on reimbursement obligations with respect to the Letters of Credit; (vi) sixth, to the payment of principal outstanding on the Loans and reimbursement obligations with respect to the Letters of Credit; and (vii) seventh, to the payment of any other amounts owing to the Administrative Agent and the Lenders un- der the Loan Documents. X. THE ADMINISTRATIVE AGENT A. Appointment Each Lender hereby irrevocably designates and ap- points BNY as the Administrative Agent of such Lender under the Loan Documents and each such Lender hereby irrevocably authorizes BNY, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of the Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or any Loan Document, the Administrative Agent shall not have any duties or responsibilities other than those expressly set forth herein or therein, or any fiduciary relationship with the Issuing Bank, the Swing Line Lender or any Lender, and no implied covenants, functions, responsibilities, duties, obli- gations or liabilities shall be read into the Loan Documents or otherwise exist against the Administrative Agent. B. Delegation of Duties The Administrative Agent may execute any of its duties under the Loan Documents by or through agents or attorneys-in-fact and shall be entitled to rely upon the ad- vice of counsel concerning all matters pertaining to such du- ties. C. Exculpatory Provisions Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in con- nection with the Loan Documents (except the Administrative Agent for its own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Credit Parties or any officers of the Credit Parties con- tained in the Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in con- nection with, the Loan Documents or for the value, validity, effectiveness, genuineness, perfection, enforceability or sufficiency of any of the Loan Documents or for any failure of the Credit Parties or any other Person to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to as- certain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, the Loan Documents, or to inspect the properties, books or records of the Credit Parties. The Administrative Agent shall not be under any liability or responsibility what- soever, as Administrative Agent, to the Credit Parties or any other Person as a consequence of any failure or delay in per- formance, or any breach, by any Lender of any of its obliga- tions under the Loan Documents. D. Reliance by Administrative Agent The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writ- ing, resolution, notice, consent, certificate, affidavit, opinion, letter, cablegram, telegram, fax, telex or teletype message, statement, order or other document or conversation 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 (including counsel to any of the Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Ad- ministrative Agent may treat each Lender, or the Person designated in the last notice filed with it under this Sec- tion, as the holder of all of the interests of such Lender in its Loans until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent. The Administrative Agent shall not be under any duty to examine or pass upon the validity, effectiveness, enforceability, perfection or genuineness of any of the Loan Documents or any instrument, document or communication furnished pursuant hereto or thereto or in connection herewith or therewith, and the Administrative Agent shall be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be. The Administrative Agent shall be fully justified in failing or refusing to take any action under the Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate. The Adminis- trative Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with a request or direction of the Required Lenders, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon the Issuing Bank, the Swing Line Lender and all of the Lenders and all future holders of the Indebtedness of the Credit Parties under the Loan Documents. E. Notice of Default The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received written notice thereof from the Issuing Bank, the Swing Line Lender, any Lender, or any Credit Parties. In the event that the Administrative Agent receives such a notice, the Adminis- trative Agent shall promptly give notice thereof to the Issu- ing Bank, the Swing Line Lender and the Lenders. The Adminis- trative Agent shall take such action with respect to such De- fault or Event of Default as shall be directed by the Required Lenders, provided, however, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem to be in the best interests of the Issuing Bank, the Swing Line Lender and the Lenders. F. Non-Reliance The Issuing Bank, the Swing Line Lender and each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employ- ees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter, including any review of the affairs of the Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to the Issuing Bank, the Swing Line Lender or any Lender. The Issuing Bank, the Swing Line Lender and each Lender repre- sents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own evaluation of and investigation into the business, operations, Property, financial and other condition and creditworthiness of the Credit Parties and made its own decision to enter into this Agreement. The Issuing Bank, the Swing Line Lender and each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank, the Swing Line Lender 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 analysis, evaluations and decisions in taking or not taking action under the Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, Property, financial and other condition and creditworthiness of the Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank, the Swing Line Lender and the Lenders by the Administrative Agent under the Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide the Issuing Bank, the Swing Line Lender or any Lender with any credit or other information concerning the business, operations, Property, financial and other condition or creditworthiness of the Credit Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. G. Indemnification Each Lender agrees to indemnify and reimburse the Administrative Agent in its capacity as such (to the extent not promptly reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), pro rata according to (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise no longer exist, the percentage equal to the fraction (A) the numerator of which is the Credit Exposure of such Lender and (B) the denominator of which is the Aggregate Credit Exposure, from and against any and all liabilities, obligations, losses, damages, penalties, ac- tions, judgments, suits, costs, expenses or disbursements of any kind whatsoever including any amounts paid to the Lenders (through the Administrative Agent) by the Credit Parties pur- suant to the terms of the Loan Documents, that are subse- quently rescinded or avoided, or must otherwise be restored or returned) which may at any time (including at any time following the payment of the Loans or the reimbursement obligations hereunder with respect to the Letters of Credit) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other documents contemplated by or referred to herein or the transactions contemplated hereby or thereby or any action taken or omitted to be taken by the Ad- ministrative Agent under or in connection with the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the finally adjudicated gross negligence or willful misconduct of the Administrative Agent. Without limitation of the fore- going, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its pro rata share (calculated as set forth in the first sentence of this Section) of any unpaid costs and expenses (including reasonable fees and expenses of counsel) payable by the Credit Parties under Section 11.5, to the extent that the Administrative Agent has not been reimbursed for such costs and expenses by the Credit Parties. The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its pro rata share (as so calculated) of any amount required to be paid by the Lenders to the Administrative Agent as provided in this Section shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its pro rata share (as so calculated) of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender's pro rata share (as so calculated) of such amount. The agree- ments in this Section shall survive the payment of all amounts payable under the Loan Documents. H. Administrative Agent in Its Individual Capacity BNY and its affiliates may make loans to, accept deposits from, issue letters of credit for the account of, and generally engage in any kind of business with, the Credit Parties or any of the Subsidiaries of the Parent as though BNY were not the Issuing Bank, the Swing Line Lender or the Administrative Agent hereunder. With respect to the Commit- ment, the Swing Line Commitment, the Individual Currency Commitment and the Letter of Credit Commitment of BNY and the Loans made by BNY, and the Letters of Credit issued by BNY, BNY shall have the same rights and powers under the Loan Documents as any Lender and may exercise the same as though it were not the Issuing Bank, the Swing Line Lender or the Administrative Agent, and the terms "Lender" and "Lenders" shall in each case include BNY. I. Successor Administrative Agent If at any time the Administrative Agent deems it advisable, in its sole discretion, it may submit to each of the Issuing Bank, the Swing Line Lender and each Lender a written notice of its resignation as Administrative Agent un- der the Loan Documents, such resignation to be effective upon the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent appointed by the Required Lenders, provided, however, that if no such appointment is made and given within 30 days after the delivery of such notice of resignation, the Administrative Agent shall have the right to appoint a successor Administrative Agent. A successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or any State thereof and having a combined capital, surplus, and undivided profits of at least $500,000,000 and, provided that no Default or Event of Default shall exist, shall be reasonably satisfactory to the Parent. Upon the acceptance of any appointment as Ad- ministrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be terminated. The Credit Parties, the Issuing Bank, the Swing Line Lender and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. XI. OTHER PROVISIONS A. Amendments and Waivers (a) With the written consent of the Required Lend- ers, the Administrative Agent, the Parent and the other ap- propriate Credit Parties may, from time to time, enter into written amendments, supplements or modifications of any of the Loan Documents and, with the consent of the Required Lenders, the Administrative Agent on behalf of the Issuing Bank, the Swing Line Lender and the Lenders may execute and deliver to any such parties a written instrument waiving or granting a consent to a departure from, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of any of the Loan Documents or any Default or Event of Default and its con- sequences; provided, however, that: (i) no such amendment, supplement, modification, waiver or consent shall increase or decrease the Commitment of any Lender without the consent of such Lender, or increase or decrease any Individual Currency Commitment of any Lender without the consent of such Lender; (ii) without the consent of all of the Lenders, (A) extend the Maturity Date, (B) decrease the rate or extend the time of payment of interest of, or extend the time of payment or forgive the principal amount of, or change the pro rata allocation of payments under, any Loan or reimbursement obligation with respect to any Letter of Credit, (C) decrease or extend the time of payment of the Facility Fee or Letter of Credit Commissions, (D) change the provisions of Sections 2.14, 11.1 or 11.7(a), (E) change the definition of Required Lenders, (F) change the definition of Core Currencies so as to add any additional currency as a Core Currency, (G) re- lease the Guaranty, (H) change the several nature of the obligations of the Lenders under the Loan Documents, or (I) increase the Aggregate Commitments to an amount in excess of $160,000,000; (iii) without the written consent of the Issuing Bank, no such amendment, supplement, modification or waiver shall change the Letter of Credit Commitment, change the amount or the time of payment of the Letter of Credit Commis- sions, or change any other term or provision which relates to the Letter of Credit Commitment or the Letters of Credit; (iv) without the written consent of the Swing Line Lender, no such amendment, supplement, modification or waiver shall change the Swing Line Commitment, change the amount or the time of payment of the Swing Line Loans or interest thereon or change any other term or provision which relates to the Swing Line Commitment or the Swing Line Loans; and (v) without the written consent of the Administrative Agent, no such amendment, supplement, modification or waiver shall amend, modify or waive any provision of Section 10 or otherwise change any of the rights or obligations of the Administrative Agent under the Loan Documents. (b) Notwithstanding anything to the contrary con- tained herein, the Parent may at any time or from time to time, at the Parent's sole cost and expense, request any Lender to increase its Commitment, or any other bank, insurance company, pension fund, mutual fund or other financial institution (each a "Proposed Lender"; each such Proposed Lender to be reasonably satisfactory to the Swing Line Lender and the Issuing Bank) to provide a new Commitment, by submitting a supplement to this Agreement to the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Credit Parties. If such supplement is in all respects satisfactory to it, the Administrative Agent, the Issuing Bank, the Swing Line Lender, the Parent, each other Credit Party and such Lender or Proposed Lender, as the case may be, shall each execute a copy thereof and deliver a copy thereof to the Administrative Agent, the Parent and such Lender or such Proposed Lender, as the case may be. Upon execution and delivery of such supplement, (i) in the case of such Lender, the amount of such Lender's Commitment shall be increased to the amount set forth in such supplement, (ii) in the case of such Proposed Lender, such Proposed Lender shall become a party hereto and shall for all purposes of this Agreement and the other Loan Documents be deemed a "Lender" with a Commitment and one or more Individual Currency Commit- ments in the respective amounts set forth in such supplement and (iii) in each case, the Commitments and the Commitment Percentages set forth in Exhibit A-1 and the Individual Com- mitments set forth in Exhibit A-2 shall be adjusted accord- ingly by the Administrative Agent and a new Exhibit A-1 and a new Exhibit A-2 shall be distributed by the Administrative Agent to the Parent (on behalf of all Borrowers) and each Lender; provided, however, that: (x) immediately after giving effect thereto, the Aggregate Commitments shall not exceed $160,000,000; and (y) notwithstanding anything to the contrary con- tained in Section 11.7, if immediately after giving effect to the events described in Sections 11.1(b)(i) or 11.1(b)(ii), as the case may be, Revolving Loans shall or would be outstanding, then such Lender or such Proposed Lender, as the case may be, shall enter into a master assignment and acceptance agreement with the other Lenders in all respects reasonably satisfactory to the other Lenders, pursuant to which each other Lender shall sell, assign, transfer and negotiate to it a portion of its Revolving Loans necessary to reflect the Commitments as adjusted in accordance with Section 11.1(b)(iii). (c) Any such amendment, supplement, modification or waiver pursuant to this Section 11.1 shall be binding upon the parties to the applicable agreement, all present and fu- ture Lenders and the Administrative Agent. In the case of any waiver, the parties to the Loan Documents, the Issuing Bank, the Swing Line Lender, the Lenders and the Administrative Agent shall be restored to their former position and rights thereunder to the extent provided for in such waiver, and any Default or Event of Default waived shall not extend to any subsequent or other Default or Event of De- fault, or impair any right consequent thereon. The Loan Documents may not be amended orally or by any course of conduct. (d) If any assignment made pursuant to subsection (b)(y) above shall be made to any Proposed Lender and such Proposed Lender is not a U.S. Person, such Proposed Lender shall furnish such certificates, documents or other evidence to the Parent, the Borrowers, the Lenders and the Administra- tive Agent as shall be required by Section 2.13(e) or 2.13(f). B. Notices All notices and other communications under the Loan Documents shall be given to the parties hereto at the following addresses: (i) if to the Parent or a Borrower, at its Address for Notices set forth on Exhibit S or as set forth on the ap- plicable Borrower Addendum; (ii) if to any Lender, at its Address for No- tices set forth on Exhibit R; (iii) if to the Administrative Agent, at its Ad- dress for Notices set forth on Exhibit Q; (iv) if to the Swing Line Lender, at its Address for Notices set forth on Exhibit R; (v) if to the Issuing Bank, at its Address for No- tices set forth on Exhibit R; or in any of the foregoing cases at such other address and/or to such other Person as a party hereto may hereafter specify for that purpose by written notice to the Parent, the Borrowers and the Administrative Agent. Such notices and other communications will be effective only if and when given in writing, and shall be deemed to have been given three (3) days after deposit in the mail, designated as certified mail, return receipt requested, postage-prepaid, at the applicable address specified above, or when delivered at the applicable address specified above, or when sent by telecopy addressed to the party to which such notice is directed at its address determined as provided above and receipt is confirmed, except that any notice, request or demand by the Parent or any Bor- rower to or upon the Administrative Agent, the Swing Line Lender, the Issuing Bank or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 2.10, 2.11, 2.12 or 2.19 shall not be effec- tive until received. Any party to a Loan Document may rely on signatures of the parties thereto which are transmitted by fax or other electronic means as fully as if originally signed. C. No Waiver; Cumulative Remedies No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Swing Line Lender, the Issuing Bank or any Lender, any right, remedy, power or privilege under the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges under the Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. D. Survival of Representations and Warranties All representations and warranties made under the Loan Documents and in any document, certificate or statement delivered pursuant thereto or in connection therewith shall survive the execution and delivery thereof. E. Payment of Expenses and Taxes The Parent and each Borrower (to the extent of such other Borrower's Proportionate Share of the amount at issue) severally agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made, or any Letter of Credit is issued (i) to pay or reimburse the Administrative Agent for all of the Administrative Agent's out-of-pocket costs and expenses reasonably incurred in con- nection with the preparation of the Loan Documents and any amendment, supplement or modification (whether or not executed) to the Loan Documents, any documents prepared in connection therewith and the consummation of the transactions contemplated thereby, including the reasonable fees and disbursements of Special Counsel, (ii) to pay or reimburse the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders for all of their respective costs and expenses, including reasonable fees and disbursements of counsel, incurred in connection with (A) any Default or Event of Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether consummated or not) of the obligations of the Parent and the Borrowers under the Loan Documents and (B) the enforcement of this Section, (iii) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Bank and the Administrative Agent harm- less from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be pay- able in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Loan Documents and any such other documents, and (iv) to pay, indemnify and hold each Lender, the Swing Line Lender, the Issuing Bank and the Administrative Agent and each of their respective officers, directors and employees harmless from and against any and all other liabilities, obligations, claims, losses, damages, pen- alties, actions, judgments, suits, costs, expenses or dis- bursements of any kind or nature whatsoever (including reasonable counsel fees and disbursements) with respect to the enforcement and performance of the Loan Documents and the use of the proceeds of the Loans and the Letters of Credit (all the foregoing, collectively, the "indemnified li- abilities"); provided, however, that neither the Parent nor the Borrowers shall have any obligation hereunder to pay in- demnified liabilities to the Administrative Agent, the Swing Line Lender, the Issuing Bank or any Lender arising from the finally adjudicated gross negligence or willful misconduct of the Administrative Agent, the Swing Line Lender, the Issuing Bank or such Lender or claims between one indemnified party and another indemnified party. The agreements in this Section shall survive the termination of the Aggregate Com- mitments, the Swing Line Commitment, the Letter of Credit Commitment and the Individual Currency Commitments and the payment of all amounts payable under the Loan Documents. F. Determination of Dollar Equivalent For purposes of the Loan Documents, the Dollar Equivalent of each Alternate Currency Loan and each Letter of Credit designated in an Alternate Currency shall be recalculated (i) on the first day of each Borrowing/Issuance Period, (ii) on the date that the Agent shall have received a Bid Accept/Reject Letter accepting a Bid or a Negotiated Rate Confirmation, (iii) on each date that the Aggregate Commitments are, or the Swing Line Commitment or any Indi- vidual Currency Commitment is, reduced and (iv) on the last Business Day of each month unless the Dollar Equivalent was recalculated pursuant to clause (i), (ii) or (iii) during such month. The Dollar Equivalent for each Alternate Cur- rency Loan and each Letter of Credit designated in an Alternate Currency shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the Parent, it being understood that until such notice is received, the Dollar Equivalent shall be that Dollar Equivalent. The Administrative Agent shall promptly notify the Parent, the Issuing Bank, the Swing Line Lender and the Lenders of each such determination of the Dollar Equivalent for each Al- ternate Currency Loan and each Letter of Credit designated in an Alternate Currency. G. Assignments and Participations (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the Parent, the Borrowers, the Lenders, the Swing Line Lender, the Issuing Bank, the Administrative Agent, and their respective successors and assigns, except that neither the Parent nor the Borrowers may assign, delegate or transfer any of their rights or obligations under the Loan Documents without the prior written consent of the Administrative Agent, the Issuing Bank, the Swing Line Lender and each Lender. (b) Except as provided in Section 11.1(b), each Lender shall have the right at any time, upon written notice to the Administrative Agent of its intent to do so, to sell, assign, transfer or negotiate all or any part of such Lender's rights and obligations under the Loan Documents to one or more of its affiliates, to one or more of the other Lenders (or to affiliates of such other Lenders) or, with the prior written consent of the Parent, the Swing Line Lender and the Issuing Bank (which consents shall not be unreasonably withheld), to sell, assign, transfer or negotiate all or any part of such Lender's rights and obligations under the Loan Documents to any other bank, insurance company, pension fund, mutual fund or other finan- cial institution, provided that (i) each such sale, assign- ment, transfer or negotiation (other than sales, assignments, transfers or negotiations (x) to affiliates of such Lender or (y) of a Lender's entire interest) shall be in a minimum amount of $5,000,000, and (ii) there shall be paid to the Ad- ministrative Agent by the assigning or assignee Lender a fee (the "Assignment Fee") of $3,000. For each assignment, the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording an As- signment and Acceptance Agreement. Upon such execution, de- livery, acceptance and recording by the Administrative Agent, from and after the effective date specified in such As- signment and Acceptance Agreement, the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance Agreement, the assignor Lender thereunder shall be released from its obligations under the Loan Documents. Upon any such sale, assignment or other transfer, the Commitments and the Commitment Percentages set forth in Exhibit A-1, and the Individual Currency Commitments set forth in Exhibit A-2, shall be adjusted accordingly by the Administrative Agent and a new Exhibit A-1 and a new Exhibit A-2 shall be distributed by the Administrative Agent to the Parent (on behalf of all Borrowers) and each Lender. (c) Each Lender may grant participations in all or any part of its rights and obligations under the Loan Documents to one or more of its affiliates, to one or more of the other Lenders (or to affiliates of such other Lenders) or to one or more other banks, insurance companies, pension funds, mutual funds or other financial institutions, provided that (i) such Lender's obligations under the Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties to the Loan Documents for the performance of such obligations, (iii) the Borrowers, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents, (iv) no sub- participations shall be permitted and (v) the voting rights of any holder of any participation shall be limited to deci- sions that in accordance with Section 11.1 require the consent of all of the Lenders. The Parent and the Borrowers acknowledge and agree that any such participant shall for purposes of Sections 2.13, 2.14, 2.15, 2.22, 11.5 and 11.10, be deemed to be a "Lender"; provided, however, neither the Parent nor the Borrowers shall, at any time, be obligated to pay any participant in any interest of any Lender hereunder any sum in excess of the sum which the Parent and the Borrowers would have been obligated to pay to such Lender in respect of such interest had such Lender not sold such par- ticipation. (d) If any (i) assignment is made pursuant to sub- section (b) above or (ii) any participation is granted pursu- ant to subsection (c) above, shall be made to any Person that is not a U.S. Person, such Person shall furnish such certifi- cates, documents or other evidence to the Parent, the Borrow- ers and the Administrative Agent, in the case of clause (i) and to the Parent, the Borrowers and the Lender which sold such participation in the case of clause (ii), as shall be required by Section 2.13(e) or 2.13(f). (e) No Lender shall, as between and among the Par- ent, the Borrowers, the Administrative Agent, the Swing Line Lender, the Issuing Bank and such Lender, be relieved of any of its obligations under the Loan Documents as a result of any sale, assignment, transfer or negotiation of, or granting of participations in, all or any part of its rights and obligations under the Loan Documents, except that a Lender shall be relieved of its obligations under the Loan Documents to the extent of any such sale, assignment, transfer, or negotiation of all or any part of its obligations under the Loan Documents pursuant to subsection (b) above. (f) Notwithstanding anything to the contrary con- tained in this Section, any Lender may at any time or from time to time assign all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, provided that any such assignment shall not release such assignor from its obligations thereunder. H. Counterparts Each of the Loan Documents may be executed by one or more of the parties thereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same document. It shall not be necessary in making proof of any Loan Document to produce or account for more than one counterpart signed by the party to be charged. An executed counterpart of any Loan Document and of any amendment, modification, consent or waiver thereto or thereof transmitted by fax shall be deemed to be an originally executed counterpart. A copy of any Loan Document signed by all the parties thereto shall be deposited with the Parent (on behalf of all Borrowers) and the Adminis- trative Agent. Any party to any Loan Document may rely upon the signatures of any other party thereto which are transmitted by fax or other electronic means to the same ex- tent as if originally signed. I. Adjustments; Set-off (a) If any Lender (a "Benefited Lender") shall at any time receive any payment of all or any part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9.1 (g) or (h), or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender in respect of such other Lender's Loans, or interest thereon, such Benefited Lender shall purchase for cash from each of the other Lenders such portion of each such other Lender's Loans, and shall provide each of such other Lenders with the benefits of any such collateral, or the pro- ceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrowers agree that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including rights of set- off, to the extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of such portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default and the acceleration of the obligations owing in con- nection with the Loan Documents, or at any time upon the oc- currence and during the continuance of an Event of Default, under Section 9.1(a), (b), (g) or (h), each Lender shall have the right, without prior notice to the Parent or the Borrow- ers, any such notice being expressly waived by the Parent and the Borrowers to the extent not prohibited by applicable law, to set-off and apply against any indebtedness, whether matured or unmatured, of the Parent or the Borrowers to such Lender, any amount owing from such Lender to the Parent or the Borrowers, at, or at any time after, the happening of any of the above-mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by such Lender against the Parent and the Borrowers or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Parent or the Borrowers, or against anyone else claiming through or against the Parent or the Borrowers or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or at- tachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify the Parent, the Borrowers and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. With respect to each Borrower, the right of set-off provided for in this Section 11.9(b) shall be limited to the obligations of such Borrower with respect to Loans made to it and to its Proportionate Share of other costs, expenses and other amounts. J. Indemnity Each of the Borrowers to the extent of its Propor- tionate Share and the Parent severally agree to indemnify and hold harmless the Administrative Agent, the Swing Line Lender, the Issuing Bank and each Lender and their respective affiliates, directors, officers, employees, attorneys and agents (each an "Indemnified Person") with respect to each Indemnified Person's status under the Loan Documents from and against any loss, cost, liability, damage or expense (including the reasonable fees and disbursements of counsel of such Indemnified Person, including all local counsel hired by any such counsel) incurred by such Indemnified Person in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of, any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is al- leged to arise out of or is based upon (i) any untrue state- ment or alleged untrue statement of any material fact by the Parent or the Borrowers in any document or schedule executed or filed with any Governmental Authority by or on behalf of the Parent or the Borrowers; (ii) any omission or alleged omission to state any material fact required to be stated in such document or schedule, or necessary to make the statements made therein, in light of the circumstances under which made, not misleading; (iii) any acts, practices or omissions or alleged acts, practices or omissions of the Parent or the Borrowers or their respective agents relating to the use of the proceeds of any or all borrowings made by the Borrowers which are alleged to be in violation of Section 2.18, or in violation of any federal securities law or of any otherstatute, regulation or other law of any jurisdiction ap- plicable thereto; or (iv) any acquisition or proposed acquisition by the Parent or the Borrowers of all or a por- tion of the Stock, or all or a portion of the assets, of any Person whether such Indemnified Person is a party thereto. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Parent and the Borrowers to each Indemnified Person under the Loan Documents or at common law or otherwise, and shall survive any termina- tion of the Loan Documents, the expiration of the Commit- ments, the Letter of Credit Commitment, the Swing Line Commitment, the Individual Currency Commitments, and the pay- ment of all indebtedness of the Parent and the Borrowers under the Loan Documents, provided that the Parent and the Borrowers shall have no obligation under this Section to an Indemnified Person with respect to any of the foregoing to the extent found in a final judgment of a court having jurisdiction to have resulted out of the gross negligence or wilful misconduct of such Indemnified Person or arising from claims between one such Indemnified Person and another such Indemnified Person. K. GOVERNING LAW THE LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES THERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. L. Severability Every provision of this Agreement and the other Loan Documents is intended to be severable, and if any term or provision hereof or thereof shall be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions hereof or thereof shall not be affected or impaired thereby, and any in- validity, illegality or unenforceability in any jurisdiction shall not affect the validity, legality or enforceability of any such term or provision in any other jurisdiction. M. Integration All exhibits to this Agreement and any other Loan Document shall be deemed to be a part hereof or thereof, as the case may be. Except for agreements between the Adminis- trative Agent, the Swing Line Lender, the Issuing Bank and the Parent with respect to certain fees, the Loan Documents embody the entire agreement and understanding among the Parent, the Borrowers, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders with respect to the subject matter thereof and supersede all prior agreements and understandings among the Parent, the Borrowers, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders with respect to the subject matter thereof. N. Judgment Currency (a) Each Credit Party's obligations under the Loan Documents to make payments in the Applicable Currency (the "Obligation Currency") shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that, on the Business Day im- mediately following the date of such tender or recovery, the Administrative Agent, the Swing Line Lender, the Issuing Bank or the applicable Lender, as the case may be, may, in ac- cordance with normal banking procedures, purchase the Obliga- tion Currency with such other currency. If for the purpose of obtaining or enforcing judgment against any Credit Party in any court or in any jurisdiction, it becomes necessary to convert into any currency other than the Obligation Currency (such other currency being hereinafter referred to as the "Judgment Currency") an amount due in the Obligation Currency, the conversion shall be made at the rate of exchange at which, in accordance with normal banking proce- dures in the relevant jurisdiction, the Obligation Currency could be purchased with the Judgment Currency as of the day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the "Judgment Currency Conversion Date"). (b) If the amount of Obligation Currency purchased pursuant to the last sentence of subsection (a) above is less than the sum originally due in the Obligation Currency, the applicable Credit Party covenants and agrees to indemnify the applicable recipient against such loss, and if the Obligation Currency so purchased exceeds the sum originally due to such recipient, such recipient agrees to remit to the applicable Credit Party such excess. O. Confidentiality Any information disclosed by any Credit Party to the Administrative Agent or any of the Lenders shall be used solely for purposes of the Loan Documents and not in any other manner detrimental to the Parent and, if such informa- tion is not otherwise in the public domain, shall not be dis- closed by the Administrative Agent or such Lender to any other Person except (i) to its independent accountants, legal counsel and affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (ii) pursuant to statutory and regulatory requirements or the request of bank examiners, (iii) pursuant to any mandatory court order, subpoena or other legal process, (iv) to the Administrative Agent, the Issuing Bank, the Swing Line Lender or any other Lender, (v) pursuant to any agreement heretofore or hereafter made between such Lender and the Parent which permits such disclosure, (vi) in connection with the exercise of any remedy under the Loan Documents or (vii) subject to an agreement containing provisions substantially the same as those of this Section, to any participant in or assignee of, or prospective participant in or assignee of, any Loan, Letter of Credit Commitment, Individual Currency Commitment or Commitment (it being understood that prior to any such disclosures contemplated by clauses (ii) and (iii) above, the Agent or such Lender shall, if practicable, give the Parent prior written notice of such disclosure). P. CONSENT TO JURISDICTION EACH CREDIT PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS. EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED OR NOT PROHIBITED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Q. Service of Process Each Credit Party hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested or by overnight courier service, to the address of such Credit Party set forth in Section 11.2. R. No Limitation on Service or Suit Nothing in the Loan Documents or any modification, waiver, consent or amendment thereto shall affect the right of the Administrative Agent, the Swing Line Lender, the Issuing Bank or any Lender to serve process in any manner permitted by law or limit the right of the Administrative Agent, the Swing Line Lender, the Issuing Bank or any Lender to bring proceedings against any Credit Party in the courts of any jurisdiction or jurisdictions in which such Credit Party may be served. S. WAIVER OF TRIAL BY JURY EACH OF THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, THE ISSUING BANK, THE LENDERS AND EACH CREDIT PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. T. International Banking Facilities The Parent and the Borrowers acknowledge that some or all of the Lenders may, in connection with the Loan Docu- ments, utilize an International banking facility (as defined in Regulation D). Each Borrower which is an entity located outside the United States, understands that it is the policy of the Board of Governors of the Federal Reserve System that deposits received by International banking facilities may be used only to support the non-U.S. operations of a depositor (or its foreign affiliates) located outside the United States and that extensions of credit by International banking facilities may be used only to finance the non-U.S. operations of a customer (or its foreign affiliates) located outside the United States. Each Borrower which is an entity located outside the United States acknowledges that the proceeds of its bor- rowings hereunder from an International banking facility will be used solely to finance its operations outside the United States, or that of its foreign affiliates. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. TIFFANY & CO., a Delaware corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY AND COMPANY, a New York corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO. INTERNATIONAL, a Delaware corporation By: ________________________ Name: ________________________ Title: ________________________ SOCIETE FRANCAISE POUR LE DEVELOPPMENT DE LA PORCELAINE D'ART (S.A.R.L.), a French corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO. OF NEW YORK LIMITED, a Hong Kong corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY-FARAONE S.P.A., an Italian corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO. JAPAN INC., a Delaware corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO. PTE. LTD., a Singapore corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO., a United Kingdom corporation By: ________________________ Name: ________________________ Title: ________________________ TIFFANY & CO. WATCH FACTORY S.A., a Swiss corporation By: ________________________ Name: ________________________ Title: ________________________ IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. THE BANK OF NEW YORK, as the Swing Line Lender, as the Issuing Bank, as a Lender, as Arranging Agent and as Administrative Agent By: ________________________ Name: ________________________ Title: ________________________ IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. CHEMICAL BANK By: ________________________ Name: ________________________ Title: ________________________ IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. CREDIT SUISSE By: ________________________ Name: ________________________ Title: ________________________ IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. THE DAI-ICHI KANGYO BANK, LIMITED (NEW YORK BRANCH) By: ________________________ Name: ________________________ Title: ________________________ IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. THE FUJI BANK, LTD. By: ________________________ Name: ________________________ Title: ________________________