8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 21, 2008

Life Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-25317	33-0373077
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5791 Van Allen Way, Carlsbad, CA		92008
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (760) 603-7200

Invitrogen Corporation

(Former name or former address, if changed since last report)

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

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Section 1– Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Item 2.03 of this report is incorporated by reference in this Item 1.01.

Section 2 – Financial Information

Item 2.01 – Completion of Acquisition or Disposition of Assets.

On November 21, 2008, or the Effective Time, pursuant to the Agreement and Plan of Merger, dated June 11, 2008, by and among Life Technologies Corporation (formerly known as Invitrogen Corporation), a Delaware corporation, or the Company, Atom Acquisition, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company, or Atom LLC, Atom Acquisition Corporation, a Delaware corporation and a direct wholly- owned subsidiary of Atom LLC and Applied Biosystems Inc., a Delaware corporation (formerly known as Applera Corporation), or ABI, as amended by Amendment No. 1 thereto, dated as of September 9, 2008, and as amended by Amendment No. 2 thereto, dated as of October 15, 2008, or the Merger Agreement, the Company completed the merger with ABI whereby, among other things, ABI merged with and into Atom LLC (now known as Applied Biosystems, LLC) and became a wholly-owned subsidiary of the Company. In accordance with the Merger Agreement, the merger consideration consists of $3,229,192,378.40 in cash and 80,835,108 shares of the Company’s common stock. In accordance with the Merger Agreement, ABI stockholders could elect to receive mixed consideration, cash consideration or stock consideration, subject to adjustment in the case of cash or stock elections as a result of the pro-ration procedures contained in the Merger Agreement. The Company financed the cash portion of the merger consideration with cash on hand and the proceeds of the Term Facilities, described in Item 2.03.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A on June 23, 2008, Amendment No. 1 to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on September 10, 2008 and Amendment No. 2 to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on October 15, 2008.

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

At the Effective Time, the Company entered into a credit agreement, or the Credit Agreement, with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, or Bank of America, UBS Securities LLC and Morgan Stanley Senior Funding, Inc., as Co-Syndication Agents, DnB Nor Bank, ASA and The Bank of Nova Scotia, as Co-Documentation Agents, and other lender parties thereto. The Credit Agreement provides for: (1) a revolving credit facility of $250 million, or the Revolving Facility; (2) a term loan A facility of $1.4 billion, or the Term A Facility; and (3) a term loan B facility of $1.0 billion, or the Term B Facility, and together with the Term A Facility, the Term Facilities, and the Term Facilities together with the Revolving Facility, the Credit Facilities.

The proceeds of the Term Facilities, together with cash on hand at the Company, ABI and their respective subsidiaries, were used to finance (1) the cash portion of the merger consideration, (2) costs and expenses related to the transactions, (3) the repayment of, and termination of all commitments to make extensions of credit under certain existing indebtedness of the Company and ABI,

which did not include the Company’s existing convertible notes and certain other indebtedness and (4) the ongoing working capital and general corporate purposes of the Company after the merger. At the Effective Time of the merger, the Company borrowed the entire amount available under the Term Facilities, comprised of Base Rate Loans, as defined in the Credit Agreement.

Under the Credit Agreement, the Company has the right to make no more than three requests in total to increase the aggregate commitments under the Revolving Facility and/or to increase the maximum principal amount of the Term A Facility and/or the Term B Facility, in an aggregate principal amount for all such requests of up to $500 million, provided certain conditions are met.

The Credit Agreement provides that loans under the Credit Facilities will bear interest at rates based on LIBOR plus a margin ranging from 1.50% to 2.50% per annum or, at the option of the Company, the Base Rate, as defined in the Credit Agreement, plus a margin ranging from 0.50% to 1.50% per annum, the relevant margin being the Applicable Margin.

Following the delivery of the Company’s financial statements for the first full fiscal quarter ending after the Effective Time, the Applicable Margin for the Term A Facility and the Revolving Facility will be determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement. Swing line loans under the Revolving Facility will bear interest at the Base Rate plus the Applicable Margin.

The principal of the loans under the Term A Facility will amortize quarterly, based upon the annual percentages of the original stated principal amount of the loans under the Term A Facility loans set forth below, with the final payment of all amounts outstanding under the Term A Facility, plus accrued interest, due on November 21, 2013.

Term A Facility - Percentage of Stated Principal:

Loan year 1	5	%
Loan year 2	10	%
Loan year 3	10	%
Loan year 4	15	%
Loan year 5	60	%

The principal of the loans under the Term B Facility will amortize quarterly, in equal installments equal to one-quarter of 1% of the original stated principal amount of the loans under the Term B Facility, with the final payment of all amounts outstanding under the Term B Facility, plus accrued interest, due on November 21, 2015.

The Revolving Facility will terminate and all amounts outstanding thereunder, plus accrued interest, will be due on November 21, 2013.

The loans under the Credit Facilities will be required to be prepaid with a portion of the net cash proceeds of non-ordinary course sales or other dispositions of property and assets and casualty proceeds, condemnation awards and certain other extraordinary receipts, subject to exceptions, including for sales of inventory in the ordinary course of business, and a basket for share buy-backs and reinvestment provisions. The portion of such net cash proceeds to be applied to prepayments of loans will be determined based on the Company’s leverage ratio, with:

• 100% to be applied if the leverage ratio is greater than or equal to 3.0x;

• 50% if the leverage ratio is less than 3.0x and greater than or equal to 2.5x; and

• 0% if the leverage ratio is less than 2.5x.

Loans under the Credit Facilities will also be required to be prepaid with 100% of the net cash proceeds from the issuance or incurrence by the Company or its subsidiaries after the closing date of the debt (other than permitted debt as defined in the Credit Agreement). These mandatory prepayments will be applied to the repayment of the Term Facilities as directed by the Company.

The Company’s obligations under the Credit Facilities and hedging or treasury management obligations entered into with a lender are guaranteed by each existing and future direct and indirect domestic subsidiary of the Company, or the U.S. Guarantors. The Credit Facilities are secured by (1) substantially all of the assets of the Company and the U.S. Guarantors, subject to customary permitted liens and other agreed upon exceptions, as defined in the Credit Agreement, and (2) subject to completion within 180 days after the Effective Time (a) a pledge of 65% of the equity interests of any Designated Foreign Subsidiary, as defined in the Credit Agreement, in accordance with local practices under applicable local law of each applicable Designated Foreign Jurisdiction, as defined in the Credit Agreement, and (b) an assignment or grant of a security interest in intellectual property rights, in such form as required under local law in the Designated Foreign Jurisdictions, executed by the Company and each applicable U.S. Guarantor with ownership interests in any such intellectual property rights registered in the Designated Foreign Jurisdictions.

The Credit Agreement contains financial maintenance covenants, including a maximum leverage ratio and minimum fixed charge coverage ratio. The Credit Agreement also contains affirmative and negative covenants applicable to the Company and its subsidiaries, subject to materiality and other qualifications, baskets and exceptions. The negative covenants limit, among other things:

• liens;

• indebtedness (including guarantees or other contingent obligations);

• investments (including loans and advances); provided that (a) if the leverage ratio is less than 3.0x, permitted acquisitions may be made without limit and (b) if the leverage ratio is equal to or greater than 3.0x, permitted acquisitions will be permitted in an amount which, when aggregated with share buy-backs, shall not exceed $500 million per year;

• mergers and other fundamental changes;

• sales and other dispositions of property or assets;

• payments of dividends and other distributions; provided that (a) if the leverage ratio is less than 3.0x, such payments and distributions may be made without limit and (b) if the leverage ratio is equal to or greater than 3.0x, share buy-backs will be permitted in an amount which, when aggregated with permitted investments, shall not exceed $500 million per year;

• changes in the nature of business;

• transactions with affiliates;

• burdensome agreements;

• use of proceeds;

• amendments of organizational documents;

• changes in accounting policies or reporting practices;

• prepayments of other indebtedness;

• modification or termination of documents related to the merger or certain indebtedness;

• sale/leaseback transactions;

• granting negative pledges; and

• impairment of security interests.

Obligations under the Credit Agreement may be declared immediately due and payable upon the occurrence of certain events of default as defined in the Credit Agreement, including failure to pay any principal when due and payable, failure to pay interest within three (3) business days after due, failure to comply with any covenant, representation or condition of any loan document or swap contract, any change of control, cross-defaults, and certain other events as set forth in the Credit Agreement, with grace periods in some cases.

The description set forth above is qualified in its entirety by the Credit Agreement and related documents, copies of which are filed as Exhibits 99.1 through 99.3 to this report and incorporated herein by reference.

Section 5 – Corporate Governance and Management

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, the Board of Directors of the Company, or the Board, increased its number of directors by three and appointed the following three former directors of ABI, or the New Directors, to serve as indicated below:

• Arnold J. Levine, Ph.D. to serve as a director of the Company in Class I and to hold office, from the Effective Time until the Annual Meeting of Stockholders of the Company held in 2009, or until his earlier death, resignation or removal;

• George F. Adam, Jr. to serve as a director of the Company in Class II and to hold office, from the Effective Time until the Annual Meeting of Stockholders of the Company held in 2010, or until his earlier death, resignation or removal; and

• William H. Longfield to serve as a director of the Company in Class III and to hold office, from the Effective Time until the Annual Meeting of Stockholders of the Company held in 2011, or until his earlier death, resignation or removal.

It is expected that Dr. Levine will serve as a member of the Science and Technology Committee of the Board, until his successor is appointed by the Board, Mr. Adam will serve as a member of the Audit Committee of the Board, until his successor is appointed by the Board, and Mr. Longfield will serve as a member of the Compensation and Organizational Committee of the Board, until his successor is appointed by the Board.

The New Directors were each granted 3,473 restricted stock units of the Company. The restricted stock units will vest 100% on May 1, 2009. The restricted stock unit awards are not subject to any performance criteria.

There are no relationships or related transactions between the Company and any of Dr. Levine, Mr. Adam or Mr. Longfield that would be required to be reported under Item 404(a) of Regulation S-K.

Also as of the Effective Time, in accordance with the Merger Agreement, Mark P. Stevenson, age 45, formerly the President and Chief Operating Officer of ABI, was appointed as the President and Chief Operating Officer of the Company. Mr. Stevenson was promoted to President and Chief Operating Officer of ABI in August 2008. Prior to August 2008, he served as Senior Vice President of ABI and President and Chief Operating Officer of Applied Biosystems Group since December 2007. Prior to December 2007, Mr. Stevenson served as Vice President of ABI since 2004. Prior to 2004, Mr. Stevenson served in a variety of managerial capacities for ABI.

There are no relationships or related transactions between the Company and Mr. Stevenson that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with the appointment of Mr. Stevenson, the Company and Mr. Stevenson entered into an at-will employment agreement, dated November 20, 2008, or the Employment Agreement. Pursuant to the Employment Agreement, Mr. Stevenson receives an annual salary of $650,000 and was granted options to purchase a number of shares of Company common stock with a face value equal to $3,600,000, divided by the Fair Market Value of the Company’s common stock on the date of grant, as defined in the 2004 Equity Incentive Plan, or the Plan, vesting annually over a four (4) year period and was granted a number of restricted stock units of Company common stock with a face value equal to $1,000,000, divided by the Fair Market Value on the date of grant, as defined in the Plan, vesting on the third anniversary of the date of the grant. Pursuant to the Employment Agreement, Mr. Stevenson is also eligible participate in the Company’s synergy bonus plan whereby he will earn a bonus based on certain milestones to be established for him by the Company for his performance during calendar years 2009 and 2010. In addition, the Company will pay Mr. Stevenson a cash lump sum payment in an amount equal to $6,798,040, with respect to the termination of his employment agreement with ABI, which includes certain excise taxes that may be imposed on him under Internal Revenue Code Sections 280G and 4999 and any taxes imposed on such payment.

Mr. Stevenson is eligible to participate in the Company’s executive officer severance plan, pursuant to which he is entitled to, among other things, 12 months of base salary if certain severance conditions occur.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 99.4 to this report and incorporated herein by reference.

Under change of control agreements between the Company and certain of its officers, the Merger constituted a change of control. In addition, the Company anticipates that the Merger may result in organizational changes impacting the Company that may trigger the right of each such officer to terminate his or her employment under the change of control agreement and receive certain payments. Included among these officers are David F. Hoffmeister, Senior Vice President and our Chief Financial Officer, Peter M. Leddy, Ph.D, our Senior Vice President – Human Resources, Claude D. Benchimol, Ph.D, our Senior Vice President – Research & Development, Genetic Systems and Nicolas M. Barthelemy, our President – Cell Systems Division. Each of these officers entered into a Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control Agreement, or the Limited Waiver Agreement, and agreed, as of November 21, 2008, to waive and release his rights with respect to benefits under certain identified sections under his respective change of control agreement in consideration of an enhanced compensation package, which includes an increased base salary, an accelerated equity award and a synergy bonus as follows:

• Mr. Hoffmeister’s base salary will be $500,000 annually. He was granted an option to purchase a number of shares of Company common stock with a grant face value of $2,775,000, divided by the Fair Market Value on the date of grant, as defined in the Plan. The option will vest annually over four years in 25% installments. Mr. Hoffmeister also was granted a number of restricted stock units of the Company with a grant face value of $925,000, divided by the Fair Market Value of the Company’s common stock on the date of grant, as defined in the Plan. The restricted stock units will vest 100% on the third anniversary of the date of grant. The restricted stock unit award is not subject to any performance criteria. Mr. Hoffmeister is also eligible to participate in the Company’s synergy bonus plan whereby he will earn a bonus based on certain milestones to be established for him by the Company for his performance during calendar years 2009 and 2010;

• Dr. Leddy’s base salary will be $450,000 annually. He was granted an option to purchase a number of shares of Company common stock with a grant face value of $1,650,000, divided by the Fair Market Value of the Company’s common stock on the date of grant, as defined in the Plan. The option will vest annually over four years in 25% installments. Dr. Leddy also was granted a number of restricted stock units of the Company with a grant face value of $550,000, divided by the Fair Market Value on the date of grant, as defined in the Plan. The restricted stock unit will vest 100% on the third anniversary of the date of grant. The restricted stock unit award is not subject to any performance criteria. Dr. Leddy is also eligible to participate in the Company’s synergy bonus plan whereby he will earn a bonus based on certain milestones to be established for him by the Company for his performance during calendar years 2009 and 2010;

• Dr. Benchimol’s base salary will be $430,000 annually. He was granted an option to purchase a number of shares of Company common stock with a grant face value of $1,650,000, divided by the Fair Market Value of the Company’s common stock on the date of grant, as defined in the Plan. The option will vest annually over four years in 25% installments. Dr. Benchimol also was granted a number of restricted stock units of the Company with a grant face value of $550,000, divided by the Fair Market Value on the date of grant, as defined in the Plan. The restricted stock units will vest 100% on the third anniversary of the date of grant. The restricted stock unit award is not subject to any performance criteria. Dr. Benchimol is also eligible to participate in the Company’s synergy bonus plan whereby he will earn a bonus based on certain milestones to be established for him by the Company for his performance during calendar years 2009 and 2010; and

• Mr. Barthelemy’s base salary will be $450,000, annually. He was granted an option to purchase a number of shares of Company common stock with a grant face value of $2,775,000, divided by the Fair Market Value of the Company’s common stock on the date of grant, as defined in the Plan. The option will vest annually over four years in 25% installments. Mr. Barthelemy also was granted a number of restricted stock units of the Company with a grant face value of $925,000, divided by the Fair Market Value on the date of grant, as defined in the Plan. The restricted stock units will vest 100% on the third anniversary of the date of grant. The restricted stock unit award is not subject to any performance criteria. Mr. Barthelemy is also eligible to participate in the Company’s synergy bonus plan whereby he will earn a bonus based on certain milestones to be established for him by the Company for his performance during calendar years 2009 and 2010.

In addition to the Limited Waiver Agreement, each of the officers entered into an amendment to his respective change of control agreement, or the Amendments, as of November 21, 2008. The Amendments amend the terms of the change of control agreements in order to comply with final regulations under Section 409A of the Internal Revenue Code of 1986, as amended.

The foregoing descriptions of Limited Waiver Agreements and the Amendments are qualified in their entirety by reference to the full text of Limited Waiver Agreements and the Amendments, copies of which are filed as Exhibits 99.5 through 99.12 to this report and incorporated herein by reference.

Also as of the Effective Time, pursuant to previously approved Board resolutions, certain terms of Greg Lucier’s employment arrangements with the Company were amended as follows: Mr. Lucier’s base salary was increased to $1,075,000 annually. Pursuant to the Plan, Mr. Lucier was granted an option to purchase a number of shares of Company common stock with an aggregate grant face value of $10,810,000, divided by the closing price per share of the Company common stock on the date of grant. The option will vest 100% on the fourth anniversary of the date of grant. Mr. Lucier also was granted, pursuant to the Plan, a number of restricted stock units of the Company with a grant face value of $3,600,000, divided by the closing price per share of the Company common stock on date of grant. The restricted stock unit will vest 100% on the fourth anniversary of the date of grant.

All other terms of Mr. Lucier’s previous employment arrangement with the Company remain in full force and effect.

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 21, 2008, the Company changed its name to “Life Technologies Corporation.” Pursuant to Section 253 of the Delaware General Corporation Law, the name change was effected through the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, pursuant to which LT Name Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company, was merged with and into the Company. The Company is the surviving corporation in the merger.

The foregoing description is qualified in its entirety by reference to the Certificate of Ownership and Merger, dated November 21, 2008, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

Section 8 – Other Events

Item 8.01 - Other Events.

On November 21, 2008, the Company issued a press release announcing, among other things, the completion of the Merger transaction and the new name of the combined company.

On November 26, 2008, the Company issued a press release announcing, among other things, the allocation of the merger consideration to be paid to the former ABI stockholders in connection with the Merger.

The foregoing descriptions are qualified in their entirety by reference to the Press Release, dated November 21, 2008 and the Press Release, dated November 26, 2008, copies of which are filed herewith as Exhibits 99.13 and 99.14 and are incorporated herein by reference.

As of November 25, 2008, 92,536,988 shares of the Company’s common stock, par value $0.001 per share were outstanding. Assuming that the number of outstanding shares of the Company’s common stock remains at 92,536,988, there will be 173,372,096 shares of Company common stock outstanding immediately after the issuance of 80,835,108 shares of Company common stock issued as merger consideration in connection with the Merger.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Exhibits.

(a) Financial Statements of Businesses Acquired.

In accordance with General Instruction B.3 of Form 8-K, the Company is not including herein the financial statements of ABI for each of the three fiscal years ended June 30, 2008, 2007, and 2006 because they were previously filed in the Company’s Registration Statement on Form S-4, Registration No. 333-152741, as filed with the Securities and Exchange Commission on August 4, 2008 and declared effective on September 10, 2008. The unaudited consolidated financial statements of ABI as of and for the quarter ended September 30, 2008 are incorporated herein by reference from ABI’s Quarterly Report on Form 10-Q, Commission File No. 001-04389, as filed with the Securities and Exchange Commission on November 6, 2008.

(b) Pro Forma Financial Information.

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(d) Exhibits

Exhibit 2.1 –	Certificate of Ownership and Merger Merging LT Name Corporation and Invitrogen Corporation, dated November 21, 2008.
Exhibit 99.1 –	Credit Agreement, dated as of November 21, 2008, among Life Technologies Corporation, as the Borrower, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer
Exhibit 99.2 –	Pledge Agreement, dated as of November 21, 2008, among Life Technologies, as the Guarantor, the guarantors from time to time party thereto, and Bank of America, N.A., as Collateral Agent
Exhibit 99.3 –	Security Agreement, dated as of November 21, 2008, among Life Technologies, as the Guarantor, the guarantors from time to time party thereto, and Bank of America, N.A., as Collateral Agent
Exhibit 99.4 –	Employment Agreement between Life Technologies Corporation and Mark P. Stevenson, dated November 20, 2008
Exhibit 99.5 –	Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control Agreement between Life Technologies Corporation and David F. Hoffmeister, dated November 21, 2008
Exhibit 99.6 –	Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control Agreement between Life Technologies Corporation and Peter M. Leddy, Ph.D, dated November 21, 2008
Exhibit 99.7 –	Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control Agreement between Life Technologies Corporation and Claude D. Benchimol, Ph.D, dated November 21, 2008

Exhibit 99.8 –	Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control Agreement between Life Technologies Corporation and Nicolas M. Barthelemy, dated November 21, 2008
Exhibit 99.9 –	Amendment to Change in Control Agreement between Life Technologies Corporation and David F. Hoffmeister, dated November 21, 2008
Exhibit 99.10 –	Amendment to Change in Control Agreement between Life Technologies Corporation and Peter M. Leddy, Ph.D, dated November 21, 2008
Exhibit 99.11 –	Amendment to Change in Control Agreement between Life Technologies Corporation and Claude D. Benchimol, Ph.D, dated November 21, 2008
Exhibit 99.12 –	Amendment to Change in Control Agreement between Life Technologies Corporation and Nicolas M. Barthelemy, dated November 21, 2008
Exhibit 99.13 –	Press Release, dated November 21, 2008
Exhibit 99.14 –	Press Release, dated November 26, 2008

[Remainder of page intentionally left blank; signature page immediately follows]

SIGNATURES

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

LIFE TECHNOLOGIES CORPORATION (Registrant)
By:	/s/ John A. Cottingham
	John A. Cottingham, Chief Legal Officer and Secretary

Date: November 26, 2008

EX-2.1

Exhibit 2.1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

LT NAME CORPORATION

(a Delaware corporation)

into

INVITROGEN CORPORATION

(a Delaware corporation)

(Pursuant to Section 253 of the

General Corporation Law of Delaware)

Invitrogen Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that:

FIRST: The Company was originally incorporated on May 21, 1997, pursuant to the Delaware General Corporation Law (the “DGCL”).

SECOND: The Company is the owner of one hundred percent (100%) of the outstanding shares of each class of stock of LT Name Corporation, a corporation duly incorporated in the State of Delaware.

THIRD: The Company, by the following resolutions of its Board of Directors duly adopted on November 21, 2008, resolved to merge LT Name Corporation, its subsidiary, into itself, on the conditions set forth in such resolutions:

WHEREAS, the Company is the legal and beneficial owner of one hundred percent (100%) of the outstanding capital stock of LT Name Corporation, a Delaware corporation (the “Subsidiary”).

WHEREAS, it is deemed in the best interests of the Company and its stockholders to consolidate its operations through the merger of the Subsidiary with and into the Company (the “Merger”) and to assume all of the Subsidiary’s liabilities and obligations.

WHEREAS, Section 253 of the DGCL provides that if a parent corporation owns at least ninety percent (90%) of the outstanding shares of each class of stock of a subsidiary corporation, such subsidiary corporation may be merged with and into the parent corporation upon the adoption of an appropriate resolution by the board of directors of the parent corporation and the filing of a Certificate of Ownership and Merger with the Delaware Secretary of State.

NOW THEREFORE, it is hereby

RESOLVED: that the Company shall merge the Subsidiary into itself and assume all of the liabilities and obligations of the Subsidiary pursuant to Section 253 of the DGCL, and that the Corporation shall file a Certificate of Ownership and Merger, in substantially the form attached hereto as Exhibit A with the Delaware Secretary of State;

FURTHER RESOLVED: that, pursuant to Section 253(b) of the DGCL, upon the effective date of the merger, the name of the surviving corporation shall be “Life Technologies Corporation”; and

FURTHER RESOLVED: that the proper officers of the Company are authorized and directed, in the name and on behalf of the Company, to execute such documents and take any and all other actions as such officers shall deem necessary or advisable to carry out the full intent and purposes of the foregoing resolution.

FOURTH: The merger shall become effective as of November 21, 2008.

[Signature Page Immediately Follows]

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be signed as of November 21, 2008.

Invitrogen Corporation
By:	/s/ John A. Cottingham
Name:	John A. Cottingham
Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

EXECUTION VERSION

Published CUSIP Number                     

CREDIT AGREEMENT

dated as of November 21, 2008

among

LIFE TECHNOLOGIES CORPORATION,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,

UBS SECURITIES LLC

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Co-Syndication Agents,

and

DnB NOR BANK, ASA

and

THE BANK OF NOVA SCOTIA,

as Co-Documentation Agents

BANC OF AMERICA SECURITIES LLC,

UBS SECURITIES LLC

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Book Managers

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01	Defined Terms	1
Section 1.02	Other Interpretative Provisions	42
Section 1.03	Accounting Terms and Determinations	42
Section 1.04	Rounding	43
Section 1.05	Times of Day	43
Section 1.06	Letter of Credit Amounts	43
Section 1.07	Classes and Types of Borrowings	43
Section 1.08	Currency Equivalents Generally	43
Section 1.09	Redenomination of Certain Foreign Currencies into Euros	43
Section 1.10	Additional Alternative Currencies	44
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01	The Loans	45
Section 2.02	Borrowings, Conversions and Continuations of Loans	46
Section 2.03	Letters of Credit	47
Section 2.04	Swing Line Loans	55
Section 2.05	Prepayments	58
Section 2.06	Termination or Reduction of Commitments	61
Section 2.07	Repayment of Loans	61
Section 2.08	Interest	63
Section 2.09	Fees	64
Section 2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	64
Section 2.11	Evidence of Debt	65
Section 2.12	Payments Generally; Administrative Agent’s Clawback	66
Section 2.13	Sharing of Payments by Lenders	67
Section 2.14	Additional Loans	68
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
Section 3.01	Taxes	72
Section 3.02	Illegality	75
Section 3.03	Inability to Determine Rates	75
Section 3.04	Increased Costs	76
Section 3.05	Compensation for Losses	77
Section 3.06	Mitigation Obligations; Replacement of Lenders	77
Section 3.07	Survival	78

Table of Contents (cont.)

		Page
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01	Conditions to Initial Credit Extension	78
Section 4.02	Conditions to All Credit Extensions	82
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.01	Existence, Qualification and Power	83
Section 5.02	Authorization; No Contravention	83
Section 5.03	Governmental Authorization; Other Consents	83
Section 5.04	Binding Effect	84
Section 5.05	Financial Condition; No Material Adverse Effect	84
Section 5.06	Litigation	85
Section 5.07	No Default	85
Section 5.08	Ownership of Property; Liens; Investments	85
Section 5.09	Environmental Compliance	86
Section 5.10	Insurance	86
Section 5.11	Taxes	86
Section 5.12	ERISA; Foreign Pension Plans; Employee Benefit Arrangements	87
Section 5.13	Subsidiaries; Equity Interests; Loan Parties	88
Section 5.14	Margin Regulations; Investment Company Act	88
Section 5.15	Disclosure	88
Section 5.16	Compliance with Law	88
Section 5.17	Intellectual Property	89
Section 5.18	Solvency	89
Section 5.19	Labor Matters	89
Section 5.20	Collateral Documents	89
ARTICLE VI
AFFIRMATIVE COVENANTS
Section 6.01	Financial Statements	90
Section 6.02	Certificates; Other Information	90
Section 6.03	Notices	93
Section 6.04	Payment of Obligations	94
Section 6.05	Preservation of Existence Etc.	94
Section 6.06	Maintenance of Properties	94
Section 6.07	Maintenance of Insurance	94
Section 6.08	Compliance with Laws	95
Section 6.09	Books and Records	95
Section 6.10	Inspection Rights	95
Section 6.11	Use of Proceeds	95
Section 6.12	Covenant to Guarantee Obligations and Give Security	95
Section 6.13	Compliance with Environmental Laws	97
Section 6.14	Preparation of Environmental Reports	97
Section 6.15	Further Assurances	97
Section 6.16	Interest Rate Hedging	98
Section 6.17	Taxpayer Identification Number	98

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Table of Contents (cont.)

		Page
Section 6.18	Maintenance of Ratings	98
Section 6.19	Post-Closing Matters	98
ARTICLE VII
NEGATIVE COVENANTS
Section 7.01	Restriction on Liens	99
Section 7.02	Limitation on Indebtedness	101
Section 7.03	Investments	103
Section 7.04	Fundamental Changes	106
Section 7.05	Dispositions	107
Section 7.06	Restricted Payments, etc.	108
Section 7.07	Change in Nature of Business	110
Section 7.08	Transactions with Affiliates	110
Section 7.09	Burdensome Agreements	110
Section 7.10	Use of Proceeds	111
Section 7.11	Financial Covenants	111
Section 7.12	Amendment of Organization Documents	111
Section 7.13	Accounting Changes	111
Section 7.14	Prepayments of Indebtedness, etc.	111
Section 7.15	Amendments of Acquisition Documents and Indebtedness	111
Section 7.16	Sale and Leaseback Transactions	112
Section 7.17	Independence of Covenants	112
Section 7.18	Competing Debt Offerings	112
ARTICLE VIII
DEFAULTS
Section 8.01	Events of Default	112
Section 8.02	Remedies upon Event of Default	115
Section 8.03	Application of Funds	115
ARTICLE IX
AGENCY PROVISIONS
Section 9.01	Appointment and Authority	116
Section 9.02	Rights as a Lender	117
Section 9.03	Exculpatory Provisions	117
Section 9.04	Reliance by Administrative Agent	118
Section 9.05	Delegation of Duties	118
Section 9.06	Resignation of Administrative Agent	118
Section 9.07	Non-Reliance on Administrative Agent and Other Lenders	119
Section 9.08	No Other Duties, Etc.	119
Section 9.09	Administrative Agent May File Proofs of Claim	120
Section 9.10	Collateral and Guaranty Matters	120
Section 9.11	Secured Cash Management Agreements and Secured Hedge Agreements	121
Section 9.12	Special Provisions Relating to Collateral Security Matters	121

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Table of Contents (cont.)

		Page
ARTICLE X
MISCELLANEOUS
Section 10.01	Amendments, Etc.	123
Section 10.02	Notices; Effectiveness; Electronic Communication	125
Section 10.03	No Waiver; Cumulative Remedies; Enforcement	127
Section 10.04	Expenses; Indemnity; Damage Waiver	127
Section 10.05	Payments Set Aside	129
Section 10.06	Successors and Assigns	129
Section 10.07	Treatment of Certain Information; Confidentiality	133
Section 10.08	Right of Setoff	134
Section 10.09	Interest Rate Limitation	134
Section 10.10	Counterparts; Integration; Effectiveness	134
Section 10.11	Survival of Representations and Warranties	135
Section 10.12	Severability	135
Section 10.13	Replacement of Lenders	135
Section 10.14	Governing Law; Jurisdiction Etc.	136
Section 10.15	Waiver of Jury Trial	137
Section 10.16	No Advisory or Fiduciary Responsibility	137
Section 10.17	Electronic Execution of Assignments and Certain Other Documents	137
Section 10.18	USA Patriot Act Notice	138
Section 10.19	Judgment Currency	138

Schedules:

Schedule 1.01A		–	Mandatory Cost
Schedule 1.01B		–	Refinanced Agreements
Schedule 1.01C		–	Auction Rate Securities
Schedule 1.01D		–	Foreign Cash Equivalents
Schedule 1.01E		–	Certain Existing Cash Management Banks and Hedge Banks
Schedule 2.01		–	Commitments and Applicable Percentage
Schedule 2.03		–	Existing Letters of Credit
Schedule 5.03		–	Certain Authorizations
Schedule 5.06		–	Litigation
Schedule 5.08(b)	–	Material Real Properties
Schedule 5.08(c)	–	Material Leased Properties
Schedule 5.09	–	Environmental Matters
Schedule 5.11	–	Certain Tax Matters
Schedule 5.13	–	Subsidiaries and Other Equity Investments; Loan Parties
Schedule 5.17	–	Intellectual Property Matters
Schedule 6.12	–	Designated Foreign Jurisdictions
Schedule 6.19	–	Post-Closing Matters
Schedule 7.01	–	Existing Liens
Schedule 7.02	–	Existing Indebtedness
Schedule 7.03	–	Certain Investments
Schedule 7.05	–	Specified Dispositions
Schedule 7.08	–	Certain Transactions
Schedule 7.09	–	Certain Agreements
Schedule 10.02	–	Administrative Agent’s Office; Certain Addresses for Notices

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Table of Contents (cont.)

				Page
Exhibits:
	Exhibit A-1	–	Form of Committed Loan Notice
	Exhibit A-2	–	Form of Swing Line Loan Notice
	Exhibit B-1	–	Form of Term [A][B] Note
	Exhibit B-2	–	Form of Revolving Credit Note
	Exhibit C	–	Form of Assignment and Assumption
	Exhibit D	–	Form of Compliance Certificate
	Exhibit E	–	Form of Opinion of New York Counsel for the Loan Parties
	Exhibit F	–	Form of Guaranty
	Exhibit G-1	–	Form of Security Agreement
	Exhibit G-2	–	Form of Pledge Agreement
	Exhibit G-3	–	Form of Perfection Certificate
	Exhibit H	–	Form of Loan Party Accession Agreement
	Exhibit I	–	Form of Solvency Certificate

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CREDIT AGREEMENT

Credit Agreement (“Agreement”) dated as of November 21, 2008 among LIFE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, UBS SECURITIES LLC and MORGAN STANLEY SENIOR FUNDING, INC. as Co-Syndication Agents, and DnB NOR BANK ASA and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents.

Pursuant to or in connection with the Acquisition Documents (such term and each other capitalized term used but not defined in this introductory statement having the meaning assigned thereto in Article I), and in accordance with the terms of the Acquisition Agreement, the following transactions have been consummated on the Closing Date: (i) Atom Acquisition Corporation, an indirect Wholly-Owned Subsidiary of the Borrower, has merged with and into ABI, with ABI continuing as the surviving company, and immediately thereafter, the surviving company has merged with and into Atom Acquisition, LLC, a direct Wholly-Owned Subsidiary of the Borrower (and parent of Atom Acquisition Corporation), with Atom Acquisition, LLC, renamed Applied Biosystems, LLC and continuing as the surviving company and a direct Wholly-Owned Subsidiary of the Borrower, (ii) the refinancing of certain outstanding indebtedness of the Borrower and ABI has occurred, or will occur concurrently with the initial Credit Extensions hereunder, (iii) certain Transaction costs have been paid, or will be paid concurrently with the initial Credit Extensions hereunder and (iv) Invitrogen Corporation has changed its name to Life Technologies Corporation.

As part of the financing contemplated by the Acquisition Documents, the Borrower has requested that the Lenders extend credit and that the L/C Issuer issue letters of credit, all on the terms and conditions set forth herein. The Lenders and the L/C Issuer are willing to make the requested credit facilities available on the terms and conditions set forth herein. Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings set forth below:

“ABI” means, as the context may require: (i) at all times prior to the Celera Split-off, Applera Corporation, and (ii) at all times during the period after giving effect to the Celera Split-off and prior to the Closing Date, Applied Biosystems Inc. (f/k/a Applera Corporation).

“ABI Audited Financial Statements” means the audited consolidated balance sheet of ABI and its Consolidated Subsidiaries for the fiscal year ended June 30, 2008, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of ABI and its Consolidated Subsidiaries, including the notes thereto.

“ABI Unaudited Financial Statements” has the meaning specified in Section 5.05(b).

“Accession Agreement” means a Loan Party Accession Agreement, substantially in the form of Exhibit H hereto (or such other form as is reasonably acceptable to the Administrative Agent), executed and delivered by an Additional Guarantor after the Closing Date in accordance with Section 6.12 and/or Section 6.19.

“Acquisition” means the transactions contemplated by the Acquisition Agreement.

“Acquisition Agreement” means the Agreement and Plan of Merger dated as of June 11, 2008 (as amended) among the Borrower, Atom Acquisition, LLC, Atom Acquisition Corporation and ABI.

“Acquisition Documents” means the Acquisition Agreement, including all exhibits and schedules thereto, and all other agreements, documents and instruments relating to the Acquisition.

“Additional Collateral Documents” means all guarantees, security agreements, pledge agreements, mortgages, trust deeds or similar collateral documents and instruments as have been executed and delivered by the Borrower or any of its Subsidiaries pursuant to and in accordance with Section 6.12.

“Additional Commitments Effective Date” has the meaning specified in Section 2.14(e).

“Additional Facility Amendment” has the meaning specified in Section 2.14(d).

“Additional Facility Closing Date” has the meaning specified in Section 2.14(f).

“Additional Lender” has the meaning set forth in Section 2.14(c).

“Additional Loans” has the meaning specified in Section 2.14(a).

“Additional Revolving Credit Commitment” has the meaning specified in Section 2.14(a).

“Additional Revolving Loans” has the meaning specified in Section 2.14(a).

“Additional Guarantor” means each Person that becomes a Guarantor after the Closing Date by execution of an Accession Agreement as provided in Section 6.12 and/or Section 6.19.

“Additional Term A Loans” has the meaning specified in Section 2.14(a).

“Additional Term B Loans” has the meaning specified in Section 2.14(a).

“Additional Term Loans” has the meaning specified in Section 2.14(a).

“Administrative Agent” means Bank of America, N.A. in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

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

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

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“Agent” means the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents or the Collateral Agent and any successors and assigns in such capacity, and “Agents” means any two or more of them.

“Aggregate Commitments” means at any time the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Alternative Currency” means each of Euro, Sterling, Yen, Canadian Dollars and each other currency (other than Dollars) that is approved in accordance with Section 1.10.

“Alternative Currency Sublimit” means an amount equal to $75,000,000. The Alternative Currency Sublimit is a part of, and not in addition to, the Revolving Credit Facility.

“Applicable Percentage” means:

(i) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth decimal place) of the Term A Facility represented by (A) on the Closing Date, such Term A Lender’s Term A Commitment at such time and (B) thereafter, the principal amount of such Term A Lender’s Term A Loans at such time,

(ii) in respect of the Term B Facility, with respect to any Term B Lender at any time, the percentage (carried out to the ninth decimal place) of the Term B Facility represented by (A) on the Closing Date, such Term B Lender’s Term B Commitment at such time and (B) thereafter, the principal amount of such Term B Lender’s Term B Loans at such time,

(iii) in respect of the Revolving Credit Dollar Facility, with respect to any Revolving Credit Dollar Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Dollar Facility represented by such Revolving Credit Dollar Lender’s Revolving Credit Dollar Commitment at such time. If the commitment of each Revolving Credit Dollar Lender to make Revolving Credit Dollar Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Dollar Commitments have expired, then the Applicable Percentage of each Revolving Credit Dollar Lender in respect of the Revolving Credit Dollar Facility shall be determined based on the Applicable Percentage of such Revolving Credit Dollar Lender in respect of the Revolving Credit Dollar Facility most recently in effect, giving effect to any subsequent assignments, and

(iv) in respect of the Revolving Credit Multicurrency Facility, with respect to any Revolving Credit Multicurrency Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Multicurrency Facility represented by such Revolving Credit Multicurrency Lender’s Revolving Credit Multicurrency Commitment at such time. If the commitment of each Revolving Credit Multicurrency Lender to make Revolving Credit Multicurrency Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Multicurrency Commitments have expired, then the Applicable Percentage of each Revolving Credit Multicurrency Lender in respect of the Revolving Credit Multicurrency Facility shall be determined based on the Applicable Percentage of such Revolving Credit Multicurrency Lender in respect of the Revolving Credit Multicurrency Facility most recently in effect, giving effect to any subsequent assignments.

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The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Prepayment Percentage” shall mean, at any time, (i) 100% if the Total Leverage Ratio is equal to or greater than 3.0:1.0, (ii) 50% if the Total Leverage Ratio is greater than or equal to 2.5:1.0 but less than 3.0:1.0 and (iii) 0% if the Total Leverage Ratio is less than 2.5:1.0; in each case as the Total Leverage Ratio is as specified in the Compliance Certificate most recently delivered pursuant to Section 6.02(a).

“Applicable Rate” means:

(a) In respect of the Term A Facility and the Revolving Credit Facility (including in respect of commitment fees payable for the Revolving Credit Facility and Letter of Credit Fees), (i) from the Closing Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a) for the first fiscal quarter ending after the Closing Date, the applicable percentages specified for Pricing Level 1 in the pricing grid below and (ii) thereafter, the applicable percentage per annum set forth in the pricing grid below determined by reference to the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a).

Applicable Rate
Pricing Level	Total Leverage Ratio	Eurocurrency Rate and Letter of Credit Fees	Base Rate	Commitment Fee
1	> 3.0:1	2.50%	1.50%	0.500%
2	< 3.0:1 but > 2.5:1	2.25%	1.25%	0.375%
3	< 2.5:1 but > 2.0:1	2.00%	1.00%	0.375%
4	< 2.0:1	1.50%	0.50%	0.250%

(b) In respect of the Term B Facility, 2.00% per annum for Base Rate Loans and 3.00% per annum for Eurocurrency Rate Loans.

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio of the Borrower and its Subsidiaries shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon request of the Required Revolving Lenders and the Required Term A Lenders, Pricing Level 1 shall apply in respect of the Revolving Credit Facility and the Term A Facility, in each case as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is so delivered.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

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“Appropriate Lender” means, at any time, (i) with respect to any of the Term A Facility, the Term B Facility, the Revolving Credit Dollar Facility or the Revolving Credit Multicurrency Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A Loan, a Term B Loan, a Revolving Credit Dollar Loan or a Revolving Credit Multicurrency Loan, respectively, at such time, (ii) with respect to the Letter of Credit Sublimit, (A) the L/C Issuer and (B) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (iii) with respect to the Swing Line Sublimit, (A) the Swing Line Lender and (B) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered, advised or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed or advised by the same investment advisor/manager or an Affiliate of such investment advisor/manager.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b), and accepted by the Administrative Agent, in substantially in the form of Exhibit C or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, at any date, (i) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (ii) in respect of any Synthetic Lease Obligation of any Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement were accounted for as a Capital Lease, (iii) in respect of any Sale/Leaseback Transaction, the lesser of (A) the present value, discounted in accordance with GAAP at the interest rate implicit in the related lease, of the obligations of the lessee for net rental payments over the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor be extended) and (B) the fair market value of the assets subject to such transaction and (iv) all Synthetic Debt of such Person.

“Auction Rate Securities” means the securities set forth on Schedule 1.01(C).

“Availability Period” means in respect of the Revolving Credit Facility, the period from and including the Closing Date to the earliest of (A) the Maturity Date for the Revolving Credit Facility, (B) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and (C) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Bank of America” means Bank of America, N.A., and its successors.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the higher of (i) the Federal Funds Rate plus  ¹/2 of 1% and (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return,

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general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” means Life Technologies Corporation (f/k/a Invitrogen Corporation).

“Borrower Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries for the fiscal year ended December 31, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Consolidated Subsidiaries, including the notes thereto.

“Borrower Unaudited Financial Statements” has the meaning specified in Section 5.05(b).

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Revolving Credit Dollar Borrowing, a Revolving Credit Multicurrency Borrowing, a Swing Line Borrowing, a Term A Borrowing or a Term B Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Finance Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

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“Canadian Dollars” means the lawful currency of Canada.

“Capital Lease” of any Person means any lease by such Person as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such Person.

“Capital Lease Obligations” means, with respect to any Person, all obligations of such Person as lessee under Capital Leases, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP on a balance sheet of such Person.

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked, non-interest bearing deposit account of one or more of the Loan Parties at Bank of America (or another commercial bank selected in compliance with Section 6.19) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):

(i) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(ii) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (A) (x) is a Lender or (y) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (B) issues (or the parent of which issues) commercial paper rated as described in clause (iii) of this definition and (C) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 270 days from the date of acquisition thereof;

(iii) commercial paper issued by any Person not an Affiliate of the Borrower organized under the laws of any state of the United States and rated at least “Prime-2” (or the then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade) by S&P, in each case with maturities of not more than 270 days from the date of acquisition thereof;

(iv) repurchase obligations of any commercial bank satisfying the requirements of clause (ii) above, having a term of not more than 30 days with respect to securities issued or unconditionally guaranteed or insured by the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States);

(v) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States or by any political subdivision or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated at least A by S&P or at least A-2 by Moody’s;

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(vi) securities with maturities of one year or less from the date of acquisition backed by a standby letter of credit issued by any Lender or any commercial bank satisfying the requirements of clause (ii) above;

(vii) shares in money market investment programs or mutual or similar funds which have no less than 50% of their assets invested in investments of the character, quality and maturity described in clauses (i), (ii), (iii), (iv) and (v) of this definition;

(viii) shares in money market investment programs or mutual or similar funds with the Administrative Agent or any other Lender with a corporate rating of at least A by S&P or at least A-2 by Moody’s; and

(ix) other customarily-utilized, highly-rated Investments not to exceed $50,000,000 in the aggregate at any time.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer, automated clearinghouse transactions and other cash management arrangements.

“Cash Management Bank” means (i) any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement and (ii) any other Lender which the Borrower shall have designated on the Closing Date on Schedule 1.01E.

“Cash Management Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person under or in respect of a Cash Management Agreement.

“Casualty” means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or improvements.

“Celera Split-Off” means the separation of Celera Corporation from ABI pursuant to that certain separation agreement dated as of May 8, 2008, between Celera Corporation and ABI, which separation was consummated on or about July 1, 2008.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CFC” means a Person that is a controlled foreign corporation under Section 957 of the Code.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

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“Change of Control” means the occurrence of any of the following events:

(i) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that any such person or group has the right to acquire upon the conversion or exercise of outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable), directly or indirectly, by way of merger, consolidation or otherwise, of 25% or more of the Voting Securities of the Borrower on a fully-diluted basis after giving effect to the conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable); or

(ii) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(iii) a “Change of Control” under any of the Existing Convertible Securities occurs, or a “change of control” (or any comparable term) in any document pertaining to any Permitted Refinancing of any of the Existing Convertible Securities occurs.

“Class” has the meaning specified in Section 1.07.

“Closing Date” means the first date on or after the Effective Date when all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Closing Date Material Adverse Effect” means, with respect to ABI, any effect, change, fact, event, occurrence, development or circumstance (any such item, an “Effect”) that (A) is or would reasonably be expected to result in a material adverse effect on or change in the financial condition, properties, business, results of operations, or net assets of ABI and all of its Subsidiaries, taken as a whole or (B) would reasonably be expected to result in criminal sanctions or prohibit or materially restrict or impede the consummation of the transactions contemplated by the Acquisition Agreement, including the Acquisition; provided, however, that none of the following shall constitute, or be taken into account in determining whether there has been, or will be, a “Closing Date Material Adverse Effect”: any Effect caused by or resulting from (i) general changes or developments in the industry in which it operates, (ii) political instability, acts of terrorism or war, (iii) any change affecting the United States economy generally or the economy of any region in which ABI conducts business that is material to the business of ABI and its Subsidiaries, (iv) any change in ABI’s stock price or trading volume (it being understood that the facts or occurrences giving rise to or contributing to such change in stock price or trading volume may be deemed to constitute, or be taken into account in determining whether there has been, or will be, a Closing Date Material Adverse Effect), (v) any failure, in and of itself, by ABI to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of the Acquisition Agreement (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been, or will be, a Closing Date Material Adverse Effect), (vi) the announcement of the execution of the Acquisition Agreement, or the pendency of the consummation of the Acquisition, including any termination of,

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reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of ABI, to the extent due to the announcement and performance of this Agreement or the identity of the Borrower, or the performance of the Acquisition Agreement and the transactions contemplated thereby, including compliance with the covenants set forth therein, (vii) any change in any applicable Law, rule or regulation or GAAP or interpretation thereof after the date of, the Acquisition Agreement (viii) the execution and performance of or compliance with the Acquisition Agreement, including any action taken with the consent of any party thereto, or (ix) any claim, action, suit or proceeding alleging breach of fiduciary duty or other violation of applicable Law relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, unless, in the case of clause (i), (ii), (iii) or (vii) above, such Effect has had or would reasonably be expected to have a materially disproportionate adverse impact on the financial condition, properties, business, results of operations net assets of ABI and its Subsidiaries, taken as a whole, relative to other affected persons. For purposes of the proviso to the immediately preceding sentence, if an Effect has a materially disproportionate adverse impact on the financial condition, properties, business, results of operations or net assets of ABI and its Subsidiaries, taken as a whole, relative to other affected persons, then for purposes of determining whether a Closing Date Material Adverse Effect has occurred, (i) only the extent to which such Effect has disproportionately affected such party shall be taken into account and (ii) the determination of whether a Closing Date Material Adverse Effect has occurred shall be based on (x) the incremental impact of such Effect on such party relative to other persons and (y) whether such incremental impact itself constitutes a Material Adverse Effect.

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

“Co-Documentation Agents” means DnB NOR Bank, ASA and The Bank of Nova Scotia.

“Collateral” means all of the “Collateral” (or equivalent defined term) referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Collateral Agent (or its designee) for the benefit of the Secured Parties.

“Collateral Agent” means Bank of America, in its capacity as collateral agent for the Secured Parties under the Collateral Documents, and its successor or successors in such capacity.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, each Foreign Pledge Agreement, the Depositary Bank Agreements, each Mortgage, any Additional Collateral Documents executed and delivered by any Loan Party, and any additional pledges, security agreements, patent, trademark or copyright filings or mortgages that create or purport to create a Lien in favor of the Collateral Agent (or its designee) for the benefit of the Secured Parties in any property or assets of the Loan Parties, and any instruments of assignment, control agreements, lockbox letters or other instruments or agreements executed pursuant to the foregoing.

“Commitment” means a Term A Commitment, a Term B Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (i) a Term Borrowing, (ii) a Revolving Credit Borrowing, (iii) a conversion of Loans from one Type to the other or (iv) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

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“Condemnation” means any taking by a Governmental Authority of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner.

“Consolidated Capital Expenditures” means for any period the aggregate amount of all expenditures (whether paid in cash or other consideration or accrued as a liability) that would, in accordance with GAAP, be included as additions to property, plant and equipment and other capital expenditures of the Borrower and its Consolidated Subsidiaries for such period, as the same are or would be set forth in a consolidated statement of cash flows of the Borrower and its Domestic and Foreign Subsidiaries for such period (including the amount of assets leased under any Capital Lease) provided, that any “Consolidated Capital Expenditure” shall not constitute an “Investment” hereunder; provided further that Consolidated Capital Expenditures shall exclude any such expenditures funded with Net Cash Proceeds of Dispositions, Casualties or Condemnations or constituting Extraordinary Receipts in accordance with Section 2.05(b)(i).

“Consolidated Cash Dividends” means at any date the aggregate amount of all Restricted Payments paid in cash by the Borrower or by any Subsidiary of the Borrower to any Person other than the Borrower or a Wholly-Owned Consolidated Subsidiary of the Borrower during the most recently completed Measurement Period.

“Consolidated Cash Taxes” means at any date the aggregate amount of all taxes of the Borrower and its Consolidated Subsidiaries for the most recently completed Measurement Period to the extent the same are paid in cash by Borrower or any Consolidated Subsidiary of such Person during such period.

“Consolidated EBITDA” means at any date, with respect to the Borrower and its Consolidated Subsidiaries, the sum of:

(i) Consolidated Net Income for the most recently completed Measurement Period; plus

(ii) without duplication, those amounts which, in the determination of Consolidated Net Income for such period, have been deducted for:

(A) Consolidated Interest Expense;

(B) lease expense in respect of Synthetic Lease Obligations, Sale/Leaseback Transactions and other Synthetic Debt accounted for as operating leases under GAAP;

(C) provisions for Federal, state, local and foreign income, value added and similar taxes;

(D) depreciation, amortization (including, without limitation, amortization of goodwill and other intangible assets), impairment of goodwill and all other non-recurring non-cash charges or expenses;

(E) cash charges, fees and expenses paid in connection with corporate restructurings as part of (i) the Transactions in an aggregate amount not to exceed $200,000,000 through December 31, 2010 and (ii) Permitted Acquisitions in an amount not to exceed $20,000,000 in any fiscal year, provided that such charges, fees and expenses under this clause (ii) are incurred within 12 months of the Permitted Acquisition pursuant to which they are incurred;

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(F) any financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses of the Borrower or any of its Consolidated Subsidiaries incurred as a result of the Transactions and deducted from net income during the period ending December 31, 2008;

(G) all non-cash stock-based compensation charges or expenses; plus

(iii) the amount of net cost savings, operational improvements and synergies projected by the Borrower in good faith to be realized as a result of the actions taken or to be taken in connection with the Transactions which amounts may be applied on a pro-forma basis to the three fiscal quarters ended prior to the Closing Date and the first fiscal quarter ended after the Closing Date (in the case where the Closing Date does not occur on the last day of a fiscal quarter), which shall in each case be limited to $13,000,000 for each such fiscal quarter; minus

(iv) to the extent included in calculating Consolidated Net Income, all non-recurring non-cash items increasing Consolidated Net Income for such period.

For purposes of calculating Consolidated EBITDA for any Measurement Period pursuant to any determination of the Total Leverage Ratio and the Fixed Charge Coverage Ratio, if during such Measurement Period (or in the case of pro-forma calculations, during the period from the last day of such Measurement Period to and including the date as of which such calculation is made) any Group Company shall have made a Material Asset Disposition or a Material Permitted Acquisition, Consolidated EBITDA for such Measurement Period shall be calculated after giving effect thereto on a Pro-Forma Basis. As used in this definition, “Material Permitted Acquisition” means any Permitted Acquisition which involves consideration in excess of $150,000,000, and “Material Asset Disposition” means any Asset Disposition or series of related Dispositions that (i) involves assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Subsidiary and (ii) yields gross proceeds to any Group Company in excess of $150,000,000.

“Consolidated Fixed Charges” means at any date the sum of (i) Consolidated Interest Expense for the most recently completed Measurement Period plus (ii) Consolidated Scheduled Debt Payments plus (iii) Consolidated Cash Dividends for such period. For all purposes hereunder, Consolidated Fixed Charges for the three most recent fiscal quarters ended prior to the Closing Date and the first fiscal quarter ended after the Closing Date (in the case where the Closing Date does not occur on the last day of a fiscal quarter) shall be $62,700,000 for each such fiscal quarter.

“Consolidated Funded Indebtedness” means at any date the Funded Indebtedness of the Borrower and its Consolidated Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means at any date the total interest expense of the Borrower and its Consolidated Subsidiaries for the most recently completed Measurement Period, whether paid or accrued (including, without limitation, capitalized interest, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments under Capital Leases and the implied interest component of Synthetic Leases (to the extent accounted for as interest expense for tax reporting purposes), all prepayment premiums, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs in respect of Swap Obligations constituting interest rate swaps, collars, caps or other arrangements requiring payments contingent upon interest rates of the Borrower and its Consolidated Subsidiaries; but excluding the portion of non-cash interest expense at any time in respect of the Existing Convertible Securities or any Permitted Refinancing Indebtedness in respect thereof).

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“Consolidated Net Income” means at any date the net income (or net loss) after taxes of the Borrower and its Consolidated Subsidiaries for the most recently completed Measurement Period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from the calculation of Consolidated Net Income for such Measurement Period (i) the income (or loss) of any Person not a Subsidiary, except that the Borrower’s or any of its Subsidiary’s equity in the net income of such Person shall be included in “Consolidated Net Income” up to the aggregate amount of cash actually distributed by such Person to the Borrower or any of its Subsidiaries in the form of Restricted Payments during such Measurement Period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Consolidated Subsidiary of the Borrower and its Consolidated Subsidiaries or is merged with or into or consolidated with the Borrower and its Consolidated Subsidiaries or that Person’s assets are acquired by the Borrower and its Consolidated Subsidiaries, except as provided in the definitions of “Consolidated EBIDTA” and “Pro-Forma Basis” herein and (iii) the income of any Subsidiary to the extent that the declaration or payment of Restricted Payments or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

“Consolidated Scheduled Debt Payments” means, at any date of determination, the sum of all scheduled payments of principal on the Loans and all other Consolidated Funded Indebtedness (including, without limitation, the principal component of Capital Lease Obligations, Purchase Money Indebtedness and Synthetic Lease Obligations (to the extent accounted for as indebtedness for tax reporting purposes) of the Borrower and its Consolidated Subsidiaries payable during the next succeeding four consecutive fiscal quarters), but excluding payments due on Revolving Credit Loans and Swing Line Loans during such period; provided that Consolidated Scheduled Debt Payments for any period shall not include (i) voluntary prepayments of Consolidated Funded Indebtedness (including, for the avoidance of doubt, voluntary prepayments of the Loans and prepayments of the Existing Convertible Securities), (ii) mandatory prepayments of the Term A Loans and Term B Loans pursuant to Section 2.05(b) or (iii) other mandatory prepayments (other than by virtue of scheduled amortization) of Consolidated Funded Indebtedness.

“Consolidated Subsidiary” means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

“Consolidated Total Assets” means at any date the total consolidated assets of the Borrower and its Consolidated Subsidiaries determined as of such date.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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

“Co-Syndication Agents” means UBS Securities LLC and Morgan Stanley Senior Funding, Inc.

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“Credit Extension” means each of the following: (i) a Borrowing and (ii) an L/C Credit Extension.

“Debt Equivalents” of any Person means (i) any Equity Interest of such Person which by its terms (or by the terms of any security for which it is convertible or for which it is exchangeable or exercisable), or upon the happening of any event or otherwise (including an event which would constitute a Change of Control), (A) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund or otherwise, (B) is convertible into or exchangeable for Indebtedness or Debt Equivalents or (C) is redeemable or subject to any repurchase requirement arising at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the latest of the Revolving Termination Date, the Term A Maturity Date or the Term B Maturity Date or, if such Equity Interests are issued after the Borrower has obtained any Additional Term Loans or which any Commitments from Lenders or Additional Lenders to make Additional Term Loans remain in effect, after the maturity date for such Additional Term Loans, unless all such Additional Term Loans have been repaid in full and all Commitments in respect thereof shall have been terminated and (ii) if such Person is a Subsidiary of the Borrower, any Preferred Stock of such Person.

“Debt Issuance” means the issuance or incurrence by any Group Company of any Indebtedness.

“Debt Rating” means, as of any date of determination, the rating determined by either S&P or Moody’s of the Borrower’s credit enhanced, senior secured long-term debt; provided that if there is a split in the ratings by S&P and Moody’s, the lowest level shall apply.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (i) when used with respect to Senior Credit Obligations other than Letter of Credit Fees, an interest rate equal to (A) the Base Rate plus (B) the Applicable Rate, if any, applicable to Base Rate Loans under the applicable Facility (or, for Senior Credit Obligations other than the Loans, the Term B Facility) plus (C) 2.00% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2.00% per annum, and (ii) when used with respect to Letter of Credit Fees, a rate equal to (A) the Applicable Rate plus (B) 2.00% per annum.

“Defaulting Lender” means any Lender that (i) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (ii) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or (iii) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

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“Depositary Bank Agreement” means, an agreement among a Loan Party, a bank or other depositary institution and the Collateral Agent, substantially in the form of Exhibit C to the Security Agreement, as the same may be amended, modified or supplemented from time to time.

“Designated Foreign Jurisdiction” means, as of the last day of any fiscal quarter, any non-U.S. jurisdiction for which (i) the aggregate Consolidated Total Assets of all Foreign Subsidiaries of the Borrower organized under the laws of such jurisdiction exceed 5.0% of the aggregate Consolidated Total Assets of all Group Companies on such date; (ii) the aggregate revenues which are attributable to all Foreign Subsidiaries of the Borrower organized under the laws of such jurisdiction for the period of four consecutive fiscal quarters then ended exceed 5.0% of the aggregate revenues of all Group Companies or (iii) the Borrower has provided the Administrative Agent with a notice designating such non-U.S. jurisdiction as a “Designated Foreign Jurisdiction”, and “Designated Foreign Jurisdictions” means all of them, collectively. The Designated Foreign Jurisdictions as of the Closing Date are as set forth on Schedule 6.12, as such Schedule may be supplemented from time to time pursuant to Section 6.02(g).

“Designated Foreign Subsidiaries” means all first-tier Foreign Subsidiaries of any Loan Party organized or formed under the laws of the Designated Foreign Jurisdictions.

“Disclosed Litigation” has the meaning specified in Section 5.06.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person (including any Sale/Leaseback Transaction and any sale of Equity Interests, but excluding any issuance by such Person of its own Equity Interests), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests) pursuant to a sinking fund or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests) in whole or in part, (iii) provides for scheduled payments of dividends to be made in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case prior to the date that is 6 months after the Maturity Date with respect to the Term B Facility, except, in the cases of clauses (i) and (ii), if as a result of a change of control or asset sale, but only if any rights of the holders thereof upon the occurrence of such change of control or asset sale are subject to the prior payment in full of all Finance Obligations (other than contingent indemnification obligations), the cancellation or expiration of all Letters of Credit and the termination of the Aggregate Commitments.

“DOL” means the U.S. Department of Labor, or any Governmental Authority succeeding to any of its principal functions.

“Dollars” and “$” means lawful money of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

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“Domestic Subsidiary” means with respect to any Person each Subsidiary of such Person that is organized under the laws of the United States or any political subdivision thereof, and “Domestic Subsidiaries” means any two or more of them. Unless otherwise specified, all references herein to a “Domestic Subsidiary” or to “Domestic Subsidiaries” shall refer to each direct or indirect Domestic Subsidiary or Domestic Subsidiaries of the Borrower.

“Effective Date” means the date this Agreement becomes effective in accordance with Section 10.10.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

“EMU” means the Economic and Monetary Union as contemplated in the EU Treaty.

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

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of remediation, fines, penalties or indemnities), of any Group Company directly or indirectly resulting from or based on (i) violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Material, (iii) exposure to any Hazardous Material, (iv) the release or threatened release of any Hazardous Material into the environment or (v) any enforceable contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Equivalents” means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such Person or securities exercisable for or convertible or exchangeable into Equity Interests of such Person, whether at the time of issuance or upon the passage of time or the occurrence of some future event (other than, with respect to the Borrower, the Existing Convertible Securities and any Permitted Refinancing Indebtedness in respect thereof in the form of Equity Equivalents).

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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“Equity Issuance” means (i) any sale or issuance by any Group Company to any Person other than the Borrower or a Subsidiary of the Borrower of any Equity Interests or any Equity Equivalents (other than any such Equity Equivalents that constitute Indebtedness) and (ii) the receipt by any Group Company of any cash capital contributions, whether or not paid in connection with any issuance of Equity Interests of any Group Company, from any Person other than the Borrower or a Subsidiary of the Borrower.

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means: (i) a Reportable Event with respect to a Pension Plan; (ii) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (iii) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (iv) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (vi) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Euro” means the single currency of the Participating Member States introduced in accordance with the provisions of Article 109(i)4 of the EU Treaty.

“Eurocurrency Rate” means for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to the greater of (i) the British Bankers Association LIBOR Rate (‘BBA LIBOR’), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period and (ii) with respect to the Term B Facility for the first three years after the Closing Date, 3.0%. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Eurocurrency Rate Loan” means at any date a Loan which bears interest at a rate based on the Eurocurrency Rate.

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“Eurodollar Base Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan, the rate per annum equal to British Bankers Association LIBOR Rate (‘BBA LIBOR’), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time), at approximately 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period.

“Event of Default” has the meaning specified in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its Lending Office is located, (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (iii) taxes imposed by a Governmental Authority as a result of a connection or former connection between such Lender, L/C Issuer or any other recipient of any payment and the jurisdiction imposing such tax, including without limitation, any connection arising from such Lender, L/C Issuer or any other recipient of any payment being a citizen, domiciliary, or resident of such jurisdiction, being organized in such jurisdiction, or having a permanent establishment or fixed place of business therein, but excluding any such connection arising solely from the activities of such recipient pursuant to or in respect of this Agreement or the Loan Documents including executing, delivering or performing its obligations or receiving a payment under or enforcing this Agreement or any Loan Document), (iv) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii) and (v) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any United States withholding tax that is (A) required to be imposed on amounts payable to such Foreign Lender pursuant to Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (B) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a).

“Existing Convertible Securities” means, collectively, the following securities of the Borrower (f/k/a/ Invitrogen Corporation): (i) $350,000,000 2% convertible senior notes due 2023, (ii) $450,000,000 1.5% convertible senior notes due 2024 and (iii) $350,000,000 3.25% convertible senior notes due 2025.

“Existing Debt” has the meaning specified in Section 7.02(v).

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“Existing Letters of Credit” means the letters of credit issued before the Closing Date and described by date of issuance, letter of credit number, undrawn amount, name of beneficiary and date of expiry on Schedule 2.03, and “Existing Letter of Credit” means any one of them.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, Insurance Proceeds, litigation proceeds, indemnity payments and any purchase price adjustments.

“Facility” means the Term A Facility, the Term B Facility, the Revolving Credit Facility and any Additional Facility.

“FDA” means the U.S. Food and Drug Administration, or any Governmental Authority succeeding to any of its principal functions.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (i) if such day 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 no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as reasonably determined by the Administrative Agent.

“Fee Letter” means, collectively, the letter agreements (i) dated June 11, 2008 among the Borrower (f/k/a Invitrogen Corporation), the Administrative Agent, the Joint Lead Arrangers and the Co-Syndication Agents and (ii) dated June 11, 2008 among the Borrower (f/k/a Invitrogen Corporation) and the Administrative Agent.

“Finance Document” means (i) each Loan Document, (ii) each Secured Hedge Agreement and (iii) each Secured Cash Management Agreement, and “Finance Documents” means all of them, collectively.

“Finance Obligations” means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations of a Loan Party permitted hereunder owed or owing under any Secured Hedge Agreement to any Hedge Bank and (iii) all Cash Management Obligations owing under any Secured Cash Management Agreement to a Cash Management Bank.

“Fixed Charge Coverage Ratio” means at any date the ratio of (i) (A) Consolidated EBITDA for the most recently completed Measurement Period less (B) Consolidated Capital Expenditures (excluding expenditures made in respect of Permitted Acquisitions) for the most recently completed Measurement Period less (C) Consolidated Cash Taxes for the most recently completed Measurement Period to (ii) Consolidated Fixed Charges for the most recently completed Measurement Period.

“Foreign Cash Equivalents” means (i) any Investment in certificates of deposit or bankers’ acceptances of any bank organized under the laws of Canada, Japan or any country that is a member of the European Economic Community whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof; provided in each case that such Investment matures within one year from the date of acquisition thereof by a Foreign Subsidiary of the Borrower and (ii) other Investments of the types set forth on Schedule 1.01D.

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“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes (including such a Lender when acting in the capacity of a L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Plan” has the meaning specified in Section 5.12(d).

“Foreign Pledge Agreement” means, collectively, each pledge agreement, pledge supplement, trust deed or similar document or instrument, in a form reasonably acceptable to the Administrative Agent, among a Loan Party and the Collateral Agent (or its designee), and acknowledged or agreed to by a Designated Foreign Subsidiary, as the same may be amended, modified or supplemented from time to time, and each other pledge agreement, pledge supplement, trust deed or similar document or instrument delivered from time to time pursuant to Section 6.12 and/or Section 6.19.

“Foreign Subsidiary” means with respect to any Person any Subsidiary of such Person that is not a Domestic Subsidiary of such Person. Unless otherwise specified, all references herein to a “Foreign Subsidiary” or to “Foreign Subsidiaries” shall refer to each direct or indirect Foreign Subsidiary or Foreign Subsidiaries of the Borrower.

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

“Funded Indebtedness” means, with respect to any Person and its Subsidiaries on a consolidated basis at any date, (1) all Indebtedness of such Person of the types referred to in clauses (i), (ii), (iii), (iv), (v), (vii)(A) (but only to the extent in respect of letters of credit and bankers’ acceptances to the extent drawn and not yet reimbursed), (vii)(B), (viii) and (x) of the definition of “Indebtedness” in this Section 1.01, (2) all Guarantees of such Person and its Subsidiaries with respect to Indebtedness of others of the type referred to in clause (1) above, (3) all Indebtedness of the type referred to in clause (1) above of any other Person (including any Partnership in which such Person or any of its Subsidiaries is a general partner and any unincorporated joint venture in which such Person or any of its Subsidiaries is a joint venturer) to the extent such Person would be liable therefor under any applicable law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person shall not be liable therefor and (4) all Preferred Stock of any Subsidiary of the Borrower held by any Person other than the Borrower or a Wholly-Owned Subsidiary of the Borrower (valued at the higher of its voluntary or involuntary liquidation value).

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

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“Group Company” means any of the Borrower or its Subsidiaries (regardless of whether or not consolidated with the Borrower for purposes of GAAP), and “Group Companies” means all of them, collectively.

“Guarantee” means, with respect to any Person, without duplication, any obligation (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing, intended to guarantee, or having the economic effect of guaranteeing, any Indebtedness or other monetary obligation of any other Person in any manner, whether direct or indirect, and including, without limitation, any obligation, whether or not contingent, (i) to purchase any such Indebtedness or other monetary obligation or any property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness or other monetary obligation of such other Person, (iii) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or other obligation or (iv) to otherwise assure or hold harmless the owner of such Indebtedness or monetary obligation against loss in respect thereof. The amount of any Guarantee hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness or other obligation in respect of which such Guarantee is made.

“Guarantors” means, collectively, the Domestic Subsidiaries of the Borrower.

“Guaranty” means, collectively, (i) the Guaranty made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit F and (ii) with each other guaranty and guaranty supplement delivered pursuant to Section 6.12 and/or Section 6.19.

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

“Hedge Bank” means (i) any Person that, at the time it enters into Swap Contract required or permitted under Article VI or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract and (ii) any other Lender which the Borrower shall have designated on the Closing Date on Schedule 1.01E.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP (except as otherwise specified):

(i) all obligations of such Person for borrowed money;

(ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(iii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

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(iv) all obligations, other than intercompany items, of such Person to pay the deferred purchase price of property or services (other than trade accounts payable and accrued expenses arising in the ordinary course of business and due within six months of the incurrence thereof);

(v) the Attributable Indebtedness of such Person in respect of Capital Lease Obligations, Sale/Leaseback Transactions, Synthetic Lease Obligations and other Synthetic Debt (to the extent accounted for as indebtedness for tax reporting purposes);

(vi) all obligations of such Person to purchase securities or other property which arise out of or in connection with the sale of the same or substantially similar securities or property;

(vii) without duplication, all (A) obligations, contingent or otherwise, of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, bankers’ acceptance, bank guaranty or similar instrument and (B) all non-contingent obligations (and, for purposes of Section 7.02 and Section 8.01(e)(i), all contingent obligations) of such Person to reimburse any Person in respect of amounts paid or payable under a performance, payment, stay, customs, appeal or surety bond, performance and completion guaranty or similar instrument;

(viii) all obligations of others secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) a Lien on, or payable out of the proceeds of production from, any property or asset of such Person, whether or not such obligation is assumed by such Person to the extent of the lesser of the amount of such obligation or the value of such property;

(ix) all Guarantees of such Person in respect of Indebtedness of another Person;

(x) all Debt Equivalents of such Person;

(xi) for all purposes hereunder other than for purposes of calculating compliance with Section 7.11, all Swap Obligations of such Person (determined at their then respective Swap Termination Values); and

(xii) the Indebtedness of any other Person (including any partnership in which such Person is a general partner and any unincorporated joint venture in which such Person is a joint venturer) to the extent such Person would be liable therefor under applicable Law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such person shall not be liable therefor;

provided that (i) Indebtedness shall not include (A) deferred compensation arrangements, (B) earn-out obligations until matured or earned under GAAP or (C) non-compete or consulting obligations incurred in connection with Permitted Acquisitions and (ii) the amount of any Limited Recourse Indebtedness of any Person shall be equal to the lesser of (A) the aggregate principal amount of such Limited Recourse Indebtedness for which such Person provides credit support of any kind (including any undertaking agreement or instrument that would constitute Indebtedness), is directly or indirectly liable as a guarantor or otherwise or is the lender and (B) the fair market value of any assets securing such Indebtedness or to which such Indebtedness is otherwise recourse.

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“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Information Memorandum” means the information memorandum dated July 2008 used by the Joint Lead Arrangers in connection with the syndication of the Commitments.

“Insurance Proceeds” means all insurance proceeds (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), damages, awards, claims and rights of action with respect to any Casualty.

“Interest Payment Date” means, (i) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (ii) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice or such other period that is twelve months or less requested by the Borrower and consented to by all the Appropriate Lenders; provided that:

(i) any Interest Period which would otherwise end on a day which is not a Business Day shall, subject to clause (v) below, be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period which 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 Interest Period) shall end on the last Business Day of a calendar month;

(iii) no Interest Period in respect of Term Loans may be selected which extends beyond a principal amortization payment date specified in Section 2.07 for Loans of the applicable Facility unless, after giving effect to the selection of such Interest Period, the aggregate principal amount of Term Loans of the applicable Facility which are comprised of Base Rate Loans together with such Term Loans comprised of Eurocurrency Rate Loans with Interest Periods expiring on or prior to such date are at least equal to the aggregate principal amount of Term Loans of the applicable Facility due on such date;

(iv) no Interest Period in excess of one month may be selected at any time when a Default or an Event of Default is then in existence; and

(v) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

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“Investment” in any Person means (i) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise and in one transaction or a series of transactions) of assets, Equity Interests, Equity Equivalents, Debt Equivalents, Indebtedness or other securities of such Person, (ii) any deposit with, or advance, loan or other extension of credit to or for the benefit of such Person (other than deposits made in connection with the purchase of equipment or inventory in the ordinary course of business) or (iii) any other capital contribution to or investment in such Person, including by way of Guarantee of any obligation of such Person, any support for a letter of credit issued on behalf of such Person incurred for the benefit of such Person or any release, cancellation, compromise or forgiveness in whole or in part of any Indebtedness owing by such Person. Any determination of the amount of any Investment shall include all cash and noncash consideration (including the fair market value at the time of issuance of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries in connection with such Investment, without adjustment for subsequent changes in the value of such Investment, net of any return representing a return of capital with respect to such Investment; provided, that any “Consolidated Capital Expenditure” shall not constitute an “Investment” hereunder.

“IP Rights” has the meaning specified in Section 5.17.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the applicable L/C Issuer and the Borrower (or any Subsidiary) in favor of the L/C Issuer and relating to such Letter of Credit.

“Joint Lead Arrangers” means, collectively, Banc of America Securities LLC, UBS Securities LLC and Morgan Stanley Senior Funding, Inc., each in their capacity as joint lead arranger and joint book manager.

“Joint Venture” means (i) any Person which would constitute an “equity method investee” of the Borrower or any of its Subsidiaries, (ii) any other Person designated by the Borrower in writing to the Administrative Agent (which designation shall be irrevocable) as a “Joint Venture” for purposes of this Agreement and at least 50% but less than 100% of whose Equity Interests are directly owned by Borrower or any of its Subsidiaries and (iii) any Person in whom Borrower or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.

“Judgment Currency” has the meaning specified in Section 10.19.

“Judgment Currency Conversion Rate” has the meaning specified in Section 10.19.

“Landlord Consent and Estoppel” means with respect to any Leased Mortgaged Property, a letter, certificate or other instrument in writing from the lessor under the related lease, reasonably satisfactory in form and substance to the Collateral Agent, pursuant to which such lessor agrees, for the benefit of the Collateral Agent, (i) that without any further consent of such lessor or any further action on the part of the Loan Party holding such Leased Mortgaged Property, such Leased Mortgaged Property may be encumbered pursuant to a Mortgage and may be assigned to the purchaser at a foreclosure sale or in a transfer in lieu of such a sale (and to a subsequent third party assignee if the Collateral Agent, any Lender or an Affiliate of either so acquires such Leased

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Mortgaged Property), (ii) that such lessor shall not terminate such lease as a result of a default by such Loan Party thereunder without first giving the Collateral Agent notice of such default and at least 60 days (or, if such default cannot reasonably be cured by the Collateral Agent within such period, such longer period as may reasonably be required) to cure such default and (iii) to such other matters relating to such Leased Mortgaged Property as the Collateral Agent may request.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, requests, licenses, approvals, certificates, notifications, registrations, exemptions, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of Law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means (i) Bank of America, in its capacity as issuer of Letters of Credit under Section 2.03(b) and its successor or successors in such capacity, (ii) each Lender listed on Schedule 2.03 as the issuer of an Existing Letter of Credit and (iii) any other Lender which the Borrower shall have designated as an “L/C Issuer” by notice to the Administrative Agent.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Leased Mortgaged Property” has the meaning specified in Section 4.01(a)(v).

“Leaseholds” means with respect to any Person all of the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“Lender” means each bank or other lending institution listed on Schedule 2.01 and each Person that becomes a “Lender” after the date hereof by executing an Assignment and Assumption, and shall include, as the context may require, each L/C Issuer and/or the Swing Line Lender in such capacity.

“Lending Office” means (i) with respect to any Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an Affiliate of such Lender) designated for such Type of Loan in such Lender’s Administrative Questionnaire or in any applicable Assignment and Assumption pursuant to which such Lender became a Lender hereunder or such other office of such

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Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained and (ii) with respect to any L/C Issuer and for each Letter of Credit, the “Lending Office” of such L/C Issuer (or of an Affiliate of such L/C Issuer) designated on the signature pages hereto or such other office of such L/C Issuer (or of an Affiliate of such L/C Issuer) as such L/C Issuer may from time to time specify to the Administrative Agent and the Borrower as the office by which its Letters of Credit are to be issued and maintained.

“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Sublimit” means an amount equal to $50,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security interest, or preferential arrangement in the nature of a security interest or arising by virtue of a right of subrogation, contribution, reimbursement of similar right, of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Recourse Indebtedness” means with respect to any Person, Indebtedness to the extent: (i) such Person (A) provides no credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (B) is not directly or indirectly liable as a guarantor or otherwise or (C) does not constitute the lender; and (ii) no default with respect thereto would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Loans or the Notes) of such Person to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan, a Swing Line Loan or an Additional Loan.

“Loan Documents” means, collectively, this Agreement, any Additional Facility Amendment, the Notes, the Guaranty, the Collateral Documents, each Perfection Certificate, each Accession Agreement, the Fee Letter and each Issuer Document.

“Loan Party” means the Borrower and each Guarantor, and “Loan Parties” means all of the foregoing.

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“Mandatory Cost” means the percentage rate per annum calculated by the Administrative Agent in accordance with Schedule 1.01A.

“Margin Stock” means “margin stock” as such term is defined in Regulation U.

“Material Adverse Effect” means (i) any material adverse effect upon the operations, business, properties or financial condition of the Borrower and its Consolidated Subsidiaries, taken as a whole, (ii) a material impairment of the ability of the Loan Parties to perform any of their material obligations under the Loan Documents or (iii) a material impairment of the rights and remedies of the Lenders under any Loan Document.

“Material Contract” means, with respect to any Person, each contract to which such Person is a party which is material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.

“Material Leased Property” means each real estate leasehold property of any Loan Party, which is located in the United States, with respect to which the aggregate rental payments under the terms of the lease in any year are in excess of $5,000,000 at the Closing Date, or if later, the date of acquisition thereof.

“Material Real Property” means each fee-owned (or similar, under applicable Law) real property of any Loan Party, which is located in the United States, having a fair market value in excess of $15,000,000 at the Closing Date, or if later, the date of acquisition thereof.

“Maturity Date” means (i) with respect to the Revolving Credit Facility, November 21, 2013, (ii) with respect to the Term A Facility, November 21, 2013 and (iii) with respect to the Term B Facility, November 21, 2015; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Measurement Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of Borrower.

“Medicaid” means that government-sponsored entitlement program under Title XIX, P.L. 89-97 of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth on Section 1396, et seq. of Title 42 of the United States Code.

“Medicare” means that government-sponsored insurance program under Title XVIII, P.L. 89-97, of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code.

“Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors or, absent any such successor, such nationally recognized statistical rating organization as the Borrower and the Administrative Agent may select.

“Mortgage” means (i) in the case of owned real property interests located in the United States, a mortgage or deed of trust, in a form reasonably acceptable to the Administrative Agent, among any Loan Party, the Collateral Agent and one or more trustees, as the same may be amended, modified or supplemented from time to time, or (ii) in the case of a Leasehold located in the United States, a Leasehold mortgage or Leasehold deed of trust, in a form reasonably acceptable to the Administrative Agent, among any Loan Party, the Collateral Agent and one or more trustees, as the same may be amended, modified or supplemented from time to time.

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“Mortgaged Properties” has the meaning specified in Section 4.01(a)(v).

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means:

(i) with respect to the Disposition of any asset by any Group Company, any Casualty or any Condemnation or any Extraordinary Receipt, the excess, if any, of (A) the sum of cash, Cash Equivalents and Foreign Cash Equivalents received in connection therewith (including any such amounts received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received or paid to or for the account of such Group Company) over (B) the sum of (1) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition, Casualty or Condemnation or Extraordinary Receipt and that is repaid in connection therewith (other than Indebtedness under the Loan Documents), (2) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by the Group Companies in connection with such Disposition, Casualty or Condemnation or any Extraordinary Receipt, (3) taxes paid or reasonably estimated to be payable within two years of the date of the relevant transaction or event as a result of any gain recognized in connection therewith by such Group Company and attributable thereto (including deductions in respect of withholding taxes that are or would be payable in cash if such funds were repatriated to the United States); provided that, if the amount of any estimated taxes pursuant to this subclause (3) exceeds the amount of taxes actually required to be paid in cash, the aggregate amount of such excess shall constitute “Net Cash Proceeds”, and (4) any reserve for adjustment or indemnification established in accordance with GAAP; provided that (x) no proceeds realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such proceeds shall exceed $10,000,000 and (y) no proceeds shall constitute Net Cash Proceeds under this clause (i) in any fiscal year until the aggregate amount of all such proceeds in such fiscal year shall exceed $25,000,000 (and thereafter only proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (i)); and

(ii) with respect to any Debt Issuance by any Group Company, the excess, if any, of (A) the sum of the cash received in connection with such issuance over (B) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by such Group Company (or, in the case of taxes, any member thereof) in connection with such incurrence or issuance and, in the case of Indebtedness of any Foreign Subsidiary, deductions in respect of withholding taxes that are or would otherwise be payable in cash if such funds were repatriated to the United States.

“Non-Assignable Contract” means any agreement, contract or license to which the Borrower or any Subsidiary is a party for which the assignment or granting of a security interest therein by the Borrower or such Subsidiary is restricted by its terms or by any statutory prohibition.

“Note” means a Revolving Credit Note, a Term A Note, a Term B Note or a Swing Line Note, as the context may require, and “Notes” means any combination of the foregoing.

“NPL” means the National Priorities List under CERCLA.

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“Obligation Currency” has the meaning specified in Section 10.19.

“Organization Documents” means: (i) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-United States jurisdiction); (ii) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (iii) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future recording, stamp, documentary, excise, transfer, sales, property or similar taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means (i) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Participant” has the meaning specified in Section 10.06(d).

“Participating Member State” means each state as described in any EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Perfection Certificate” means with respect to any Loan Party a certificate, substantially in the form of Exhibit G-3, completed and supplemented with the schedules and attachments contemplated thereby in the form reasonably satisfactory to the Collateral Agent and duly executed by a Responsible Officer of such Loan Party.

“Permitted Acquisition” has the meaning set forth in Section 7.03(viii).

“Permitted Encumbrances” means (i) those liens, encumbrances and other matters affecting title to any Mortgaged Property listed, in the case of any Mortgaged Property, in the title insurance policy related to such property and found on the date of delivery of such title insurance policies or title documentation, as applicable, to the Collateral Agent in accordance with the terms hereof, reasonably acceptable by the Collateral Agent, (ii) zoning, building codes, land use and other similar Laws and municipal ordinances which are not violated in any material respect by the existing improvements and the present use by the mortgagor of the Premises (as defined in the respective Mortgage) and (iii) such other items to which the Collateral Agent may consent (such consent not to be unreasonably withheld).

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“Permitted Joint Venture” means a Joint Venture, in the form of a corporation, limited liability company, business trust, joint venture, association, company or partnership, entered into by the Borrower or any of its Subsidiaries which (i) is engaged in a line of business related to those engaged in by the Borrower and its Subsidiaries and (ii) is formed or organized in a manner that limits the exposure of the Borrower and its Subsidiaries for the liabilities thereof to (A) the Investments of the Borrower and its Subsidiaries therein permitted under Section 7.03(xvi) and (B) any Indebtedness of any Permitted Joint Venture or any Guarantee by the Borrower or any of its Subsidiaries in respect of such Indebtedness, which Indebtedness or Guarantee are permitted at the time under Section 7.02.

“Permitted Liens” means those Liens permitted by Section 7.01.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to any accrued and unpaid interest thereon and by an amount equal to any premiums, penalties or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder or as otherwise permitted pursuant to Section 7.02, (ii) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (iii) the non-economic terms and conditions of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the obligors thereon or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended, and (iv) such modification, refinancing, refunding, renewal or extension is only incurred by one or more Persons who are obligors on the Indebtedness being modified, refinanced, refunded, renewed or extended and such new or additional obligors as are or become Loan Parties in accordance with Section 6.12 and (v) at the time thereof, no Default shall have occurred and be continuing. In addition, in the case of the Existing Convertible Securities or any Permitted Refinancing Indebtedness in respect thereof, any Permitted Refinancing may also (A) occur if, at the time thereof, no Default shall have occurred and be continuing and (B) be in the form of Indebtedness (i) of which the obligor is the Borrower, (ii) the principal amount of which does not exceed the principal amount of the Existing Convertible Securities (or any Permitted Refinancing Indebtedness in respect thereof) so modified, refinanced, refunded, renewed or extended, except by an amount equal to any accrued and unpaid interest thereon and by an amount equal to any premiums, penalties or other reasonable amount paid, and fees and expenses reasonably incurred, in connection therewith, (iii) with a maturity date not earlier than the date which is six months following the Maturity Date of the Term B Facility, (iv) which requires no regular scheduled payments of principal prior to the date which is six months following the Maturity Date of the Term B Facility, (v) which is not callable by the holders thereof, or otherwise redeemable by the Borrower, prior to the date which is six months following the Maturity Date of the Term B Facility, (vi) which is unsecured, (vii) which is not guaranteed by any Subsidiary of the Borrower, unless after giving effect to any such Permitted Refinancing Indebtedness, the Borrower’s Debt Rating is equal to or greater than its Debt Rating in effect on the Closing Date and (viii) if such Indebtedness is non-convertible Indebtedness, (x) the non-economic terms and conditions thereof shall be customary market terms and conditions for such Indebtedness at the time of such modification, refinancing, refunding, renewal or extension and (y) such Indebtedness shall have no additional or more restrictive

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covenants, defaults, required prepayment or similar terms or provisions more restrictive on the Borrower and its Consolidated Subsidiaries, or less favorable to the interests of the Lenders, than those contained herein.

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

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established, or required to be contributed to by, the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning specified in Section 6.02.

“Pledge Agreement” means, the Pledge Agreement, substantially in the form of Exhibit G-2 hereto, dated as of the date hereof among the Loan Parties and the Collateral Agent, as the same may be amended, modified or supplemented from time to time, and each other pledge agreement or pledge supplement delivered from time to time pursuant to Section 6.12 and/or Section 6.19.

“Pledged Collateral” has the meaning specified for the term “Collateral” in the Pledge Agreement.

“Pre-Commitment Information” means, taken as an entirety, (i) information with respect to the Borrower and its Subsidiaries contained in the Information Memorandum and (ii) any other information in respect of the Borrower, any Subsidiary of the Borrower or the Acquisition provided to any Agent or Lender by or on behalf of the Borrower prior to the Closing Date.

“Preferred Stock” means, as applied to the Equity Interests of a Person, Equity Interests of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Equity Interests of any other class of such Person.

“Pro-Forma Basis” and “Pro-Forma Compliance” means, for purposes of calculating compliance with each of the financial covenants set forth in Section 7.11 in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such covenant: (i) income statement items attributable to the property or Person subject to such Specified Transaction, in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (ii) any retirement of Indebtedness and (iii) any Indebtedness incurred or assumed by any Group Company in connection with such Specified Transaction, and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that the foregoing pro-forma adjustments may be applied to the financial covenants set forth in Section 7.11 to the extent that such adjustments are consistent with the definition of Consolidated EBITDA.

“Public Lender” has the meaning specified in Section 6.02.

“Purchase Money Indebtedness” means Indebtedness of the Borrower or any of its Subsidiaries incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Borrower or such Subsidiary; provided that such Indebtedness is incurred within 90 days after such property is acquired or, in the case of improvements, constructed.

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“Real Property” means, with respect to any Person, all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

“Refinanced Agreements” means those instruments, documents and agreements listed on Schedule 1.01B.

“Register” has the meaning specified in Section 10.06(c).

“Regulation T, U or X” means Regulation T, U or X, respectively, of the Board of Governors of the Federal Reserve System as amended, or any successor regulation.

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

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means (i) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (ii) with respect to an L/C Credit Extension, a Letter of Credit Application and (iii) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (i) Total Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (ii) aggregate unused Term Commitments, if any, and (iii) aggregate unused Revolving Credit Commitments, if any; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (i) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (ii) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Term A Lenders” means, as of any date of determination, Term A Lenders holding more than 50% of the Term A Facility on such date; provided that the portion of the Term A Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A Lenders.

“Required Term B Lenders” means, as of any date of determination, Term B Lenders holding more than 50% of the Term B Facility on such date; provided that the portion of the Term B Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term B Lenders.

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“Responsible Officer” means the chief executive officer, president, chief financial officer or treasurer of a Loan Party and any other officer of the applicable Loan Party so designated at any time by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Revolving Lenders shall require.

“Revolving Availability Period” means the period from and including the Closing Date to the earliest of (i) the Revolving Termination Date, (ii) the date of the termination of the Commitments pursuant to Section 2.06 and (iii) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Revolving Credit Borrowing” means a Revolving Credit Dollar Borrowing or a Revolving Credit Multicurrency Borrowing, as the context may require.

“Revolving Credit Commitment” means, collectively, the Revolving Credit Dollar Commitment and the Revolving Credit Multicurrency Commitment. The Revolving Credit Commitment as of the Closing Date is $250,000,000.

“Revolving Credit Commitment Increase” has the meaning set forth in Section 2.14(a).

“Revolving Credit Commitment Increase Lender” has the meaning specified in Section 2.14(h).

“Revolving Credit Dollar Borrowing” means a borrowing consisting of simultaneous Revolving Credit Dollar Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Dollar Lenders pursuant to Section 2.01(c).

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“Revolving Credit Dollar Commitment” means, as to each Revolving Credit Dollar Lender, its obligation to (i) make Revolving Credit Dollar Loans to the Borrower in Dollars pursuant to Section 2.01(c), (ii) purchase participations in L/C Obligations and (iii) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Dollar Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Credit Dollar Commitment as of the Closing Date is $175,000,000.

“Revolving Credit Dollar Facility” means, at any time, the aggregate amount of the Revolving Credit Dollar Lenders’ Revolving Credit Dollar Commitments at such time.

“Revolving Credit Dollar Lender” means, at any time, any Lender that has a Revolving Credit Dollar Commitment at such time.

“Revolving Credit Dollar Loan” has the meaning specified in Section 2.01(c).

“Revolving Credit Facility” means, at any time, collectively, the Revolving Credit Dollar Facility and the Revolving Credit Multicurrency Facility.

“Revolving Credit Lender” means, at any time, a Revolving Credit Dollar Lender, a Revolving Credit Multicurrency Lender, and/or a Revolving Credit Commitment Increase Lender.

“Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Revolving Credit Multicurrency Borrowing” means a borrowing consisting of simultaneous Revolving Credit Multicurrency Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Multicurrency Lenders pursuant to Section 2.01(c).

“Revolving Credit Multicurrency Commitment” means, as to each Revolving Credit Multicurrency Lender, its obligation to (i) make Revolving Credit Multicurrency Loans to the Borrower in Dollars or Alternative Currencies pursuant to Section 2.01(c), (ii) purchase participations in L/C Obligations and (iii) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Multicurrency Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Credit Multicurrency Commitment as of the Closing Date is $75,000,000.

“Revolving Credit Multicurrency Facility” means, at any time, the aggregate amount of the Revolving Credit Multicurrency Lenders’ Revolving Credit Multicurrency Commitments at such time.

“Revolving Credit Multicurrency Lender” means, at any time, any Lender that has a Revolving Credit Multicurrency Commitment at such time.

“Revolving Credit Multicurrency Loan” has the meaning specified in Section 2.01(c).

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“Revolving Credit Note” means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit B-2.

“Revolving Termination Date” means the fifth anniversary of the Closing Date (or if such day is not a Business Day, the next preceding Business Day).

“Sale/Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party providing for the leasing to the Borrower or any of its Subsidiaries of any property, whether owned by the Borrower or any of its Subsidiaries as of the Closing Date or later acquired, which has been or is to be sold or transferred by the Borrower or any of its Subsidiaries to such Person or to any other Person from whom funds have been, or are to be, advanced by such Person on the security of such property.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., a New York corporation, and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

“Secured Hedge Agreement” means any interest rate and/or foreign exchange Swap Contract required or permitted under Article VI or VII that is entered into by and between any Loan Party and any Hedge Bank.

“Secured Parties” means, collectively, the Senior Credit Parties, the Hedge Banks, the Cash Management Banks and the other Persons the applicable Finance Obligations owing to which are or are purported to be secured by the Collateral under the terms of the applicable Collateral Document.

“Security Agreement” means the Security Agreement, substantially in the form of Exhibit G-1, dated as of the date hereof among the Loan Parties and the Collateral Agent, as the same may be amended, modified or supplemented from time to time, and each other security agreement or security supplement delivered from time to time pursuant to Section 6.12 and/or Section 6.19.

“Senior Credit Obligations” means, with respect to each Loan Party, without duplication:

(i) in the case of the Borrower, all principal of and interest (including, without limitation, any interest which accrues after the commencement of any proceeding under any Debtor Relief Law with respect to the Borrower, whether or not allowed or allowable as a claim in any such proceeding) on any Loan or L/C Obligation under, or any Note issued pursuant to, this Agreement or any other Loan Document;

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(ii) all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by such Loan Party (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to such Loan Party, whether or not allowed or allowable as a claim in any such proceeding) pursuant to this Agreement or any other Loan Document;

(iii) all expenses of the Agents as to which one or more of the Agents have a right to reimbursement by such Loan Party under Section 10.04(a) or under any other similar provision of any other Loan Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral to the extent permitted under any Loan Document or applicable Law;

(iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement by such Loan Party under Section 10.04(b) or under any other similar provision of any other Loan Document; and

(v) in the case of each Guarantor, all amounts now or hereafter payable by such Guarantor and all other obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to the Borrower or such Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the part of the Borrower or such Guarantor pursuant to this Agreement, the Guaranty or any other Loan Document;

together in each case with all renewals, modifications, consolidations or extensions thereof.

“Senior Credit Party” means each Lender, each L/C Issuer, the Administrative Agent, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, the Collateral Agent and each Indemnitee and their respective successors and assigns, and “Senior Credit Parties” means any two or more of them, collectively.

“Share Repurchases” means purchases by the Borrower of common stock of the Borrower pursuant to one or more share repurchase plans announced by the board of directors of the Borrower from time to time.

“Social Security Act” means the Social Security Act of 1965.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital and (v) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“Specified Disposition” means any disposition identified on Schedule 7.05.

“Specified Tax Assessments” means any tax assessment identified on Schedule 5.11.

“Specified Transaction” means any Facility Increase, closing condition, Investment, incurrence of Indebtedness or Sale/Leaseback Transaction in respect of which compliance with the financial covenants set forth in Section 7.11 is by the terms of this Agreement required to be calculated on a Pro-Forma Basis.

“Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Sterling” means the lawful currency of the United Kingdom.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to each direct or indirect Subsidiary or Subsidiaries of the Borrower.

“Super-Majority Lenders” means, as of any date of determination, Lenders having more than 95% of the sum of the (i) Total Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (ii) aggregate unused Term Commitments, if any, and (iii) aggregate unused Revolving Credit Commitments, if any; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Super-Majority Lenders.

“Swap Contract” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms

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and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under any proceeding under any Debtor Relief Law) of such Person in respect of any Swap Contract, excluding any amounts which such Person is entitled to set-off against its obligations under applicable Law.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (i) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in clause (i), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit A-2.

“Swing Line Sublimit” means an amount equal to the lesser of (i) $50,000,000 and (ii) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Syndication Date” means the earlier of (i) the date which is 90 days after the Closing Date and (ii) the date on which the Administrative Agent determines (and notifies the Borrower) that the primary syndication (and the resulting addition of Lenders pursuant to Section 10.06(b)) has been completed as specified in Section 4 of the letter agreement specified in clause (i) of the defined term “Fee Letter”.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (i) a so-called synthetic, off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property (including Sale/Leaseback Transactions), in each case,

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creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A Borrowing” means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a).

“Term A Commitment” means, as to each Term A Lender, its obligation to make Term A Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Term A Commitment as of the Closing Date is $1,400,000,000.

“Term A Facility” means, at any time, (i) on the Closing Date, the aggregate amount of the Term A Commitments at such time, and (ii) thereafter, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time.

“Term A Lender” means (i) on the Closing Date, any Lender that has a Term A Commitment at such time and (ii) at any time after the Closing Date, any Lender that holds Term A Loans at such time.

“Term A Loan” means an advance made by any Term A Lender under the Term A Facility, including any Additional Term Loan made as a Term A Loan.

“Term A Maturity Date” means November 21, 2013 (or if such day is not a Business Day, the next preceding Business Day).

“Term A Note” means a promissory note, substantially in the form of Exhibit B-1, evidencing the obligation of the Borrower to repay outstanding Term A Loans made by a Term A Lender, as such note may be amended, modified or supplemented from time to time.

“Term B Borrowing” means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to Section 2.01(b).

“Term B Commitment” means, as to each Term B Lender, its obligation to make Term B Loans to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term B Lender’s name on Schedule 2.01 under the caption “Term B Commitment” or opposite such caption in the Assignment and

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Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Term B Commitment as of the Closing Date is $1,000,000,000.

“Term B Facility” means, at any time, (i) on the Closing Date, the aggregate amount of the Term B Commitments at such time, and (ii) thereafter, the aggregate principal amount of the Term B Loans of all Term B Lenders outstanding at such time.

“Term B Lender” means (i) on the Closing Date, any Lender that has a Term B Commitment at such time and (ii) at any time after the Closing Date, any Lender that holds Term B Loans at such time.

“Term B Loan” means an advance made by any Term B Lender under the Term B Facility, including any Additional Term Loan made as a Term B Loan.

“Term B Maturity Date” means November 21, 2015 (or if such day is not a Business Day, the next preceding Business Day).

“Term B Note” means a promissory note, substantially in the form of Exhibit B-1, evidencing the obligation of the Borrower to repay outstanding Term B Loans made by a Term B Lender, as such note may be amended, modified or supplemented from time to time.

“Term Borrowing” means either a Term A Borrowing or a Term B Borrowing.

“Term Commitment” means a Term A Commitment, a Term B Commitment or any Additional Term Commitment, and “Term Commitments” means any two or more of them, collectively.

“Term Facilities” means, at any time, the Term A Facility, the Term B Facility and any Additional Term Loan Facility.

“Term Lenders” means the Lenders with Term Commitments or outstanding Term Loans.

“Term Loan” means a Term A Loan, a Term B Loan or any Additional Term Loan, and “Term Loans” means any two or more of them, collectively.

“Threshold Amount” means $50,000,000.

“Total Leverage Ratio” means, at any date, the ratio of (i) Consolidated Funded Indebtedness of the Borrower and its Consolidated Subsidiaries as of such date to (ii) Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries for the most recently completed Measurement Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.

“Transactions” means the events contemplated by the Acquisition Documents and Loan Documents.

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“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan, and the currency of such Loan.

“Unfunded Pension Liability” means (i) with respect to Pension Plans, the excess of the present value of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code (or any corresponding successor provision) for the applicable plan year and (ii) with respect to Foreign Plans, the excess of the present value of all nonforfeitable benefits of a Foreign Plan over the current value of the Foreign Plan’s assets allocable to such benefits, all determined in accordance with the respective most recent valuations for such Plan using the most recent actuarial assumptions and methods being used by the Foreign Plan’s actuaries for financial reporting under applicable accounting and reporting standards.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“United States” and “US” mean the United States of America.

“U.S.A. Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into Law October 26, 2001)), as the same may be amended, supplemented, modified, replaced or otherwise in effect from time to time.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Voting Securities” means Equity Interests of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons of such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“Welfare Plan” means a “welfare plan” as such term is defined in Section 3(1) of ERISA.

“Wholly-Owned Subsidiary” means, with respect to any Person at any date, any Subsidiary of such Person all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by such Person.

“Yen” means the lawful currency of Japan.

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Section 1.02 Other Interpretative Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d) References to a “Person and its Subsidiaries” or to a “Person or any Subsidiary” (or words of similar import) means to the Borrower and its Subsidiaries, unless otherwise specified.

Section 1.03 Accounting Terms and Determinations.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time.

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of 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 Borrower shall provide to the Administrative Agent and the Lenders financial statements and any other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

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(c) Computation of Certain Financial Covenants. Unless otherwise specified herein, all defined financial terms (and all other definitions used to determine such terms) shall be determined and computed in respect of the Borrower and its Consolidated Subsidiaries.

Section 1.04 Rounding. Any financial ratios required to be maintained by the Borrower and its Subsidiaries pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).

Section 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.07 Classes and Types of Borrowings. The term “Borrowing” denotes the aggregation of Loans of one or more Lenders made to the Borrower pursuant to Article II on the same date, all of which Loans are of the same Class, Type and currency (subject to Article III) and, except in the case of Base Rate Loans, have the same initial Interest Period. Loans hereunder are distinguished by “Class” and “Type”. The “Class” of a Loan (or of a Commitment to make such a Loan or of a Borrowing comprised of such Loans) refers to whether such Loan is a Revolving Credit Dollar Loan, a Revolving Credit Multicurrency Loan, a Term A Loan or a Term B Loan. The “Type” of a Loan refers to whether such Loan is a Eurocurrency Rate Loan (whether such Loan is denominated in Dollars or Alternative Currency) or a Base Rate Loan. Identification of a Loan (or a Borrowing) by both Class and Type (e.g., a “Term A Eurocurrency Rate Loan”) indicates that such Loan is a Loan of both such Class and such Type (e.g., both a Term A Loan and a Eurocurrency Rate Loan) or that such Borrowing is comprised of such Loans.

Section 1.08 Currency Equivalents Generally. For purposes of this Agreement (other than in Articles II and IX) and the other Loan Documents, any amount specified to be in Dollars shall also include the Dollar Equivalent of such amount in any currency other than Dollars.

Section 1.09 Redenomination of Certain Foreign Currencies into Euros.

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

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(b) Without prejudice and in addition to any method of conversion or rounding prescribed by any EMU Legislation and without limiting the liability of the Borrower for any amount due under this Agreement or any other Loan Document, all references in this Agreement to minimum amounts (or integral multiples thereof) denominated in the national currency unit of any member state of the EMU that adopts the Euro as its lawful currency after the date hereof shall, immediately upon such adoption, be replaced by references to such reasonably comparable and convenient amounts (or integral multiples hereof) in the Euro as the Administrative Agency may specify in consultation with the Borrower.

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

Section 1.10 Additional Alternative Currencies.

(a) The Borrower may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Credit Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., ten (10) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Revolving Credit Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Revolving Credit Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Credit Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent. and all the Revolving Credit Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.10, the Administrative Agent shall promptly so notify the Borrower.

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ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01 The Loans.

(a) The Term A Borrowing. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan in Dollars to the Borrower on the Closing Date in an amount not to exceed such Lender’s Applicable Percentage of the Term A Facility. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(b) The Term B Borrowing. Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a single loan in Dollars to the Borrower on the Closing Date in an amount not to exceed such Lender’s Applicable Percentage of the Term B Facility. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Applicable Percentage of the Term B Facility. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(c) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, (i) each Revolving Credit Dollar Lender severally agrees to make loans (each such loan, a “Revolving Credit Dollar Loan”) to the Borrower in Dollars from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Dollar Commitment and (ii) each Revolving Credit Multicurrency Lender severally agrees to make loans (each such loan, a “Revolving Credit Multicurrency Loan” and together with the Revolving Credit Dollar Loans, the “Revolving Credit Loans”) to the Borrower in Dollars and/or one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Multicurrency Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (A) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (B) the aggregate Outstanding Amount of the Revolving Credit Dollar Loans of any Revolving Credit Dollar Lender, plus such Revolving Credit Dollar Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Dollar Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Dollar Lender’s Revolving Credit Dollar Commitment, (C) the aggregate Outstanding Amount of the Revolving Credit Multicurrency Loans of any Revolving Credit Multicurrency Lender, plus such Revolving Credit Multicurrency Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Multicurrency Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Multicurrency Lender’s Revolving Credit Multicurrency Commitment and (D) the Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

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Section 2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Term A Borrowing, each Term B Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other (it being understood that the currency of the Term Loans may not be converted from Dollars into any other currency), and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Revolving Credit Multicurrency Borrowing or continuation of Revolving Credit Multicurrency Loans that are Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars or (2) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars or (2) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term A Borrowing, a Term B Borrowing, a Revolving Credit Dollar Borrowing or a Revolving Credit Multicurrency Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day and, in the case of a Term Borrowing shall be the Closing Date), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Loans to be borrowed, continued or converted. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Borrower fails to specify a currency for a Revolving Credit Borrowing, it will be deemed to have specified Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan.

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(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Term A Loans, Term B Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Term A Borrowing, a Term B Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01, or an Additional Loan, Section 2.14(f)), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term A Borrowings, all Term B Borrowings, all Revolving Credit Borrowings, all conversions of Term A Loans, Term B Loans and Revolving Credit Loans from one Type to the other, and all continuations of Term A Loans, Term B Loans and Revolving Credit Loans as the same Type, there shall not be more than fifteen Interest Periods in effect, unless otherwise agreed between the Borrower and the Administrative Agent.

(f) Anything in this Section 2.02 to the contrary notwithstanding, the Borrower may not select Interest Periods for Eurocurrency Rate Loans that have a duration of more than one month prior to the Syndication Date.

Section 2.03 Letters of Credit.

(a) The Letter of Credit Commitment

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(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or one or more Alternative Currencies for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate Outstanding Amount of all Loans and Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii) No L/C Issuer shall issue any Letter of Credit if:

(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date.

(iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

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(B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;

(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; or

(E) a default of any Revolving Credit Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion; including four Business Days prior to the proposed issuance date for Letters of Credit denominated in any Alternative Currency, and five Business Days prior to the proposed issuance date for Letters of Credit denominated in any Special Notice Currency) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder;

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(G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not be required to permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

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(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing an in the applicable currency. If the Borrower fails to so reimburse the L/C Issuer by such time, the L/C Issuer shall notify the Administrative Agent who shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.03.

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(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after a L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Credit Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.

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(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Senior Credit Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

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(f) Role of L/C Issuer. Each Revolving Credit Lender and the Borrower agrees that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. Upon the request of the Administrative Agent, (i) if a L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(iii) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(iii), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders), and derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in the Cash Collateral Account. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of

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funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the applicable L/C Issuer.

(h) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.

(i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent as of the applicable Revaluation Date of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(j) Fronting Fee and Documentary and Processing Charges to L/C Issuer. The Borrower shall also pay directly to each L/C Issuer for its own account a fronting fee equal to 0.125% of the amount of such Letter of Credit, payable upon the issuance thereof. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the reasonable and customary issuance, presentation, amendment and other processing fees, and other reasonable and standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

Section 2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after

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giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment, and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan

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Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02

(d) Repayment of Participations.

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay

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to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Senior Credit Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g) Defaulting Lender. Notwithstanding anything to the contrary contained in this Section 2.04, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when any Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements satisfactory to it to eliminate the Swing Line Lender’s risk with respect to any such Defaulting Lender’s refinancing obligations hereunder, including by cash collateralizing such Defaulting Lender’s Applicable Percentage of the outstanding Swing Line Loans.

Section 2.05 Prepayments.

(a) Optional.

(i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loan, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment, (ii) the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans and (iii) in the case of a prepayment of Loans in Dollars, the Class of the Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a refinancing of all Senior Credit Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied. Any

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prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) to the Term Facilities in such manner as the Borrower shall direct and (y) to the principal repayment installments thereof in such order as the Borrower shall direct, or failing such direction, on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term B Facility pursuant to this Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b) Mandatory.

(i) Dispositions. (A) If any Group Company Disposes of any property (other than any Disposition of any property permitted by Section 7.05(i) through (xi)) or (B) any Extraordinary Receipt is received by or paid to or for the account of any Group Company, or Casualty or Condemnation occurs, and in any case is not otherwise included in the foregoing clause (A), which in any such case results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to the Applicable Prepayment Percentage of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition, Casualty, Condemnation or constituting Extraordinary Receipts, in any case received as described in this Section 2.05(b)(i), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition, or within 10 days after receipt of such Extraordinary Receipts or such proceeds from such Casualty or Condemnation, as the case may be), and so long as no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing, (1) the Borrower or any of its Subsidiaries may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Subsidiaries so long as within 360 days after the receipt of such Net Cash Proceeds (or within 18 months after the receipt of Net Cash Proceeds from the Specified Disposition), such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested at the end of such 360 day period (or 18 month period, as applicable) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i) and/or (2) the Borrower may use up to $100,000,000 of such Net Cash Proceeds for Share Repurchases in any fiscal year.

(ii) Debt Issuances. Upon the incurrence or issuance by any Group Company of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Group Company (such prepayments to be applied as set forth in clause (iii) below).

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(iii) Application to Amortization Payments. Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied (x) to the Term Facilities in such manner as the Borrower shall direct and (y) to the principal repayment installments thereof on a pro-rata basis; provided that the Borrower may direct such prepayments to be applied to the next four quarterly installments following the date of such prepayment in forward order of maturity; and, in any case, each prepayment made pursuant to the foregoing provisions of this Section 2.05(b) shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Term Facilities.

(iv) Excess Alternative Currency Amount Outstandings. If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount (and after payment in full of such Loans, Cash Collateralize Letters of Credit) as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect until such time as such Outstanding Amount does not exceed the Alternative Currency Sublimit.

Any prepayment of a Eurocurrency Rate Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

(c) Dispositions Under Debt Instruments. Anything contained in Section 2.05(b) to the contrary notwithstanding, (i) if, following the occurrence of any “Asset Sale” (or any comparable term) under any documents executed in connection with a Permitted Refinancing of any of the Existing Convertible Securities, the Borrower is required to commit by a particular date (a “Commitment Date”) to apply an amount equal to any of the “Net Proceeds” (or any comparable term) thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such “Net Proceeds” (or any comparable term) in a particular manner, in either case in order to excuse the Borrower from being required to make an “Asset Sale Offer” (or any comparable term) in connection with such “Asset Sale” (or any comparable term), and the Borrower shall have failed to so commit or to so apply an amount equal to such “Net Proceeds” (or any comparable term) at least 60 days before the applicable Commitment Date or Application Date, as the case may be, or (ii) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such “Net Proceeds” (or any comparable term), and, within 60 days thereafter assuming no further application or commitment of an amount equal to such “Net Proceeds” (or any comparable term) the Borrower would otherwise be required to make an “Asset Sale Offer” (or any comparable term) in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to such “Net Proceeds” (or any comparable term) to be applied to the payment of the Loans in the manner set forth in Section 2.05(b) in such amounts as shall excuse the Borrower from making any such “Asset Sale Offer” (or any comparable term); provided that any such amount required to be applied to the payment of the Loans as aforesaid shall be limited to the lesser of (A) such amount as shall excuse the Borrower from making any such “Asset Sale Offer” (or any comparable term) and (B) such amount otherwise required to be prepaid pursuant to Section 2.05(b).

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Section 2.06 Termination or Reduction of Commitments.

(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit; provided that any notice so given to the Administrative Agent in connection with a refinancing of all Senior Credit Obligations (other than contingent indemnification obligations) may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied.

(b) Mandatory.

(i) The aggregate Term A Commitments shall be automatically and permanently reduced to zero on the date of the Term A Borrowing.

(ii) The aggregate Term B Commitments shall be automatically and permanently reduced to zero on the date of the Term B Borrowing.

(iii) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

Section 2.07 Repayment of Loans.

(a) Scheduled Amortization of Term A Loans. The Borrower shall on the last Business Day of each fiscal quarter set forth below repay to the Administrative Agent for the ratable accounts of the Term A Lenders an aggregate principal amount equal to the percentage set forth below opposite each such fiscal quarter of all Term A Loans borrowed hereunder (which payments shall be (i) reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 and (ii) increased by an amount equal to (x) in the case of each payment (other than the payment due on the Term A Maturity Date) occurring after the date on which any Additional Term Loans made pursuant to Section 2.14 as Term A Loans (each such date an “Additional Term A Borrowing Date”), an amount equal to the Applicable Term A Amortization Percentage (as defined below)

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of the aggregate principal amount of any Additional Term Loans made pursuant to Section 2.14 as Term A Loans and (y) in the case of the installment payable on the Maturity Date, an amount equal to the remainder of the aggregate principal amount of any such additional Term A Loans):

Fiscal Quarter	Amortization Percentage
March 31, 2009	1.25%
June 30, 2009	1.25%
September 30, 2009	1.25%
December 31, 2009	1.25%
March 31, 2010	2.50%
June 30, 2010	2.50%
September 30, 2010	2.50%
December 31, 2010	2.50%
March 31, 2011	2.50%
June 30, 2011	2.50%
September 30, 2011	2.50%
December 31, 2011	2.50%
March 31, 2012	3.75%
June 30, 2012	3.75%
September 30, 2012	3.75%
December 31, 2012	3.75%
March 31, 2013	15.00%
June 30, 2013	15.00%
September 30, 2013	15.00%
Term A Maturity Date	15.00%
Total of All Payments:	100%

; provided, that the final principal repayment installment of the Term A Loans shall be repaid on the Term A Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date.

As used above in this subparagraph (a) the term “Applicable Term A Amortization Percentage” means, with respect to each date set forth in the table above occurring after an Additional Term A Borrowing Date, a fraction (expressed as a decimal), the numerator of which is the aggregate principal amount of initial Term A Loans payable on such date and the denominator of which is the aggregate principal amount of all initial Term A Loans payable on all amortization dates occurring after the Additional Term A Borrowing Date.

(b) Scheduled Amortization of Term B Loans. The Borrower shall on the last Business Day of each fiscal quarter set forth below repay to the Administrative Agent for the ratable accounts of the Term B Lenders an aggregate principal amount equal to the percentage set forth below opposite each such fiscal quarter of all Term B Loans borrowed hereunder (which installments shall be (i) reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 and

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(ii) increased by an amount equal to (x) in the case of each installment occurring thereafter other than the installment payable on the Maturity Date, an amount equal to 0.25% of the aggregate principal amount of any Additional Term Loans made pursuant to Section 2.14 as Term B Loans and (y) in the case of the installment payable on the Maturity Date, an amount equal to the remainder of the aggregate principal amount of any such Additional Term Loans):

Date	Amortization Percentage
Last Business Day of March, June, September and December occurring after the Closing Date and prior to the Term B Maturity Date	0.25%
Term B Maturity Date	All remaining outstanding principal amounts of the Term B Loans

; provided that the final principal repayment installment of the Term B Loans (including any Additional Term Loans made as Term B Loans) shall be repaid on the Term B Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Term B Loans outstanding on such date.

(c) Revolving Credit Loans. On the Maturity Date for the Revolving Credit Facility the Borrower shall repay to the Revolving Credit Lenders the aggregate principal amount of all Revolving Credit Loans outstanding in favor of the Borrower on such date.

(d) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

Section 2.08 Interest.

(a) Stated Interest. Subject to the provisions of Section 2.08(b): (i) each Eurocurrency Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate for such Facility plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility.

(b) Default Interest.

(i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then

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upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) While any Event of Default exists under Section 8.01(a) relating to the non-payment of principal hereunder when due, or if any other Event of Default exists and the Required Lenders request, the Borrower shall pay interest on the principal amount of all outstanding Senior Credit Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Payments of Interest. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09 Fees. In addition to certain fees described in Sections 2.03(i) and (j):

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees.

(i) The Borrower shall pay to the Joint Lead Arrangers and the Administrative Agent for their own respective accounts fees in Dollars in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Borrower shall pay to the Lenders such fees in Dollars as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Section 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on

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which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) If, as a result of any restatement of or other adjustment to the financial statements of any Group Company or for any other reason, the Borrower or the Lenders determine that (i) the Total Leverage Ratio of the Borrower and its Subsidiaries as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of such Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, within five Business Days following demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Senior Credit Obligations hereunder.

(c) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or free rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.

Section 2.11 Evidence of Debt. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Senior Credit Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

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Section 2.12 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided for herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 1:00 P.M. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 1:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) Funding and Payments; Presumptions.

(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute

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such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

Section 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (i) Senior Credit Obligations due and payable to such Lender hereunder and under the other

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Loan Documents at such time in excess of its ratable share (according to the proportion of (x) the amount of such Senior Credit Obligations due and payable to such Lender at such time to (y) the aggregate amount of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (ii) Senior Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (x) the amount of such Senior Credit Obligations owing (but not due and payable) to such Lender at such time to (y) the aggregate amount of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Senior Credit Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Participation Interests in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

Section 2.14 Additional Loans.

(a) Requests for Additional Loans. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on up to three different occasions, in accordance with Section 2.14(c), request (i) an increase in the Term A Loans (each an “Additional Term A Loan”), (ii) an increase in the Term B Loans (each an “Additional Term B Loan”, and collectively with the Additional Term A Loans, the “Additional Term Loans”) or (iii) an increase in the aggregate amount of the Revolving Credit Commitments (each such increase, an “Additional Revolving Credit Commitment”; any Loan made with respect to any such Additional Revolving Credit Commitment, an “Additional Revolving Loan” and collectively with the Additional Term Loans, the “Additional Loans”); provided that (x) after giving effect to any such increases, the aggregate amount of all Additional Term Loans and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $500,000,000 (or the Dollar Equivalent thereof), and (y) any such increase shall be in an aggregate amount of not less than $50,000,000 or any whole multiple of $10,000,000 (or the Dollar Equivalent of each) in excess thereof). Any Additional Revolving Loans shall be made by

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increasing the aggregate existing Revolving Credit Commitments with the same terms (except as set forth in Section 2.14(b) as relates to pricing) as the existing Revolving Credit Loans (each, a “Revolving Credit Commitment Increase”). Any Additional Term Loans shall be made by increasing the aggregate existing Term A Loans and/or Term B Loans, as applicable, with the same terms (except as set forth in Section 2.14(b) as relates to pricing or Section 2.14(i) as relates to obligor and/or currency) as the existing Term A Loans and/or Term B Loans, as applicable.

(b) Ranking and Other Provisions. The Additional Loans and Additional Revolving Credit Commitment, as applicable, shall be treated the same as (and in any event no more favorably than) the outstanding Term Loans and Revolving Loans, provided that, without the consent of the Required Lenders, if the initial yield (as determined by the Administrative Agent) relating to any Additional Loans or Additional Revolving Credit Commitment exceeds the yield then in effect for the applicable Facility by more than 0.25% per annum, the Applicable Rate relating to the outstanding existing Facility shall automatically be increased by the amount of such excess (minus 0.25% per annum).

(c) Notices; Lender Elections. Each notice from the Borrower pursuant to this Section 2.14 (i) may be given at any time during the period from the Closing Date to the date which is one year prior to the applicable Maturity Date relating to the Facility to which such requested increase relates and (ii) shall set forth the requested amount and proposed terms of the Additional Term Loans or Additional Revolving Credit Commitment. At the time of the sending of such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Additional Term Loans (or any portion thereof) may be made, and Revolving Credit Commitment Increases may be provided, by any existing Lender or by any other bank or investing entity (any such bank or other financial institution, an “Additional Lender”), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent (and, in the case of a Revolving Credit Commitment Increase, the L/C Issuer and the Swing Line Lender) shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s, as the case may be, making such Additional Term Loans or providing such Revolving Credit Commitment Increase. No Lender shall be obligated to provide any Additional Term Loan or Revolving Credit Commitment Increase, unless it so agrees. Each Lender shall notify the Administrative Agent within the specified time period whether or not it agrees to provide an Additional Term Loan or Revolving Credit Commitment Increase and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Additional Term Loan or Revolving Credit Commitment Increase. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

(d) Additional Facility Amendment. Commitments in respect of any Additional Term Loans or Revolving Credit Commitment Increases shall become Loans or Commitments (or in the case of any Revolving Credit Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Additional Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Borrower, each Lender agreeing to provide such Loans or Commitments, if any, each Additional Lender, if any, and the Administrative Agent. An Additional Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.14.

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(e) Effective Date and Allocations. If any Additional Term Loans or Revolving Credit Commitment Increases are added in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Additional Commitments Effective Date”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such addition and the Additional Commitments Effective Date.

(f) Conditions to Effectiveness of Increase. The effectiveness of any Additional Facility Amendment shall, unless otherwise agreed to by the Administrative Agent, each Lender party thereto, if any, and the Additional Lenders, if any, be subject to the satisfaction on the date thereof (each, an “Additional Facility Closing Date”) of each of the following conditions:

(i) the Administrative Agent shall have received on or prior to the Additional Facility Closing Date each of the following, each dated the applicable Additional Facility Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Facility Amendment; (B) certified copies of resolutions of the Board of Directors of each applicable Loan Party approving the execution, delivery and performance of the Additional Facility Amendment; and (C) a favorable opinion of counsel for the Loan Parties dated the Additional Facility Closing Date, to the extent requested by the Administrative Agent addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent;

(ii) (A) the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Facility Amendment and the additional Credit Extensions provided thereby (it being understood that all references to “the obligation of any Lender to make a Loan on the occasion of any Borrowing” shall be deemed to refer to the effectiveness of the Additional Facility Amendment on the Additional Facility Closing Date), (B) such increase shall be made on the terms and conditions provided for above and (C) the Borrower shall be in compliance with Sections 7.11(a) and (b) on and as of the Additional Facility Closing Date for the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(a) or (b) on a Pro-Forma Basis both before and after giving effect to such Additional Facility Amendment and the Additional Extensions of Credit provided thereby; and

(iii) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Additional Facility Amendment on the related Additional Facility Closing Date), as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Additional Facility Date.

(g) Effect of Additional Facility Amendment. On each Additional Commitments Effective Date, each Lender or Eligible Assignee which is providing an Additional Term Loan or Additional Revolving Credit Commitment (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents, (ii) shall have, as applicable, an Additional Term Commitment and/or an Additional Revolving Credit Commitment which shall become “Commitments” hereunder and (iii) in the case of an Additional Term Commitment, shall make an Additional Term Loan to the Borrower in a principal amount equal to such Additional Term Commitment, and such Additional Term Loan shall be a “Term Loan” for all purposes of this Agreement and the other Loan Documents (except that the interest rate applicable to any Additional Term Loan may be higher, as set forth herein).

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(h) Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Section 2.14, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s Participation Interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of Participation Interests, the percentage of the aggregate outstanding (A) Participation Interests hereunder in Letters of Credit and (B) Participation Interests hereunder in Swingline Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Borrower, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

(i) Additional Borrowers. It is understood that, with respect to any Additional Term Loans, the Borrower may request that all or a portion of such Loans may be made directly to one or more Foreign Subsidiaries of the Borrower in Dollars or one or more Alternative Currencies, and in such case, it is expected that (i) such Additional Term Loans would, if otherwise effected pursuant to this Section 2.14, be (A) documented pursuant to an amendment and restatement of the Credit Agreement, to include customary and supplementary provisions relating to tax, collateral allocation mechanism (or ‘CAM’) and process agent, together with such additional local-law collateral security and guarantee documentation, and other implementing provisions, documentation and arrangements as is consistent in each case with the documentation delivered pursuant to, and actions required under, Sections 4.01 and 6.12, and as otherwise required by the Administrative Agent, each Lender party thereto, if any, and the Additional Lenders, if any, and (B) guaranteed by each Loan Party and each Foreign Subsidiary in the Designated Foreign Jurisdictions, if the Administrative Agent, in consultation with the Borrower, reasonably determines that the cost of creating such guarantees (taking into account any adverse tax consequences to the Group Companies (including the imposition of withholding or other material taxes on Lenders)) shall not be excessive in view of the benefits to be obtained by the Lenders therefrom and (ii) the Guaranty and Collateral Documents would be amended to guarantee and secure such Additional Term Loans, and additional local law collateral security documentation would be executed and delivered by each Foreign Subsidiary in the Designated Foreign Jurisdictions, if the Administrative Agent, in consultation with the Borrower, reasonably determines that the cost of creating and perfecting such collateral security documentation (taking into account any adverse tax consequences to the Group Companies (including the imposition of withholding or other material taxes on Lenders)) shall not be excessive in view of the benefits to be obtained by the Lenders therefrom.

(j) Conflicting Provisions. This Section 2.14 shall supersede any provision of Section 2.13 or Section 10.01 to the contrary.

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ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii) If the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law and within 10 days after written demand, indemnify each Lender against any cost, loss or liability that Lender incurs in relation to Other Taxes.

(c) Tax Indemnification.

(i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 10 days after

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demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or a L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or a L/C Issuer, shall be conclusive absent manifest error.

(d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, (i) the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, (ii) a copy of any return required by Laws to report such payment or (iii) such other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation.

(i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by each the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States:

(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and

(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(1) executed originals of Internal Revenue Service Form W-8BEN (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party;

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(2) executed originals of Internal Revenue Service Form W-8ECI (or any successor form);

(3) executed originals of Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation;

(4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed originals of Internal Revenue Service Form W-8BEN (or any successor forms); or

(5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(iii) Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender.

(iv) The Borrower shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes the Borrower), and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or any L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or any L/C Issuer, as the case may be. If the Administrative Agent, any Lender or an L/C Issuer determines, in its sole discretion, that it has received a refund of any

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Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or an L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower upon the request of the Administrative Agent, such Lender or an L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or an L/C Issuer in the event the Administrative Agent, such Lender or such L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or any L/C Issuer to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Section 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Section 3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (iii) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

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Section 3.04 Increased Costs.

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

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its Lending Office) (except any reserve requirement which is reflected in the determination of the Eurocurrency Rate) or any L/C Issuer;

(ii) impose on any Lender (or its Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender (or its Lending Office) of making or maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or any L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or L/C Issuer, the Borrower will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided, however, that the foregoing provisions of this Section 3.04(a) shall not apply to the imposition of Taxes resulting from a Change in Law, which instead shall be governed by Section 3.01.

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

(c) Certificates for Reimbursement. A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delays in Requests. Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

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Section 3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(i) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(ii) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

(iii) any failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or

(iv) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefore as a result of a request by the Borrower pursuant to Section 10.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurodollar Base Rate for such Loan by a matching deposit or, other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

Section 3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender or L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or L/C Issuer in connection with any such designation or assignment.

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(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

Section 3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Senior Credit Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01 Conditions to Initial Credit Extension. The obligation of each L/C issuer and each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent (subject to Section 6.19):

(a) Deliverables. The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent and the Borrower;

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii) executed counterparts of the Security Agreement, the Pledge Agreement and all other Collateral Documents, duly executed by each Loan Party, together with:

(A) a Perfection Certificate from the Borrower;

(B) appropriate financing statements (Form UCC-1 or the equivalent) authenticated and authorized for filing under the Uniform Commercial Code of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;

(C) all of the Pledged Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent; and

(D) evidence of the completion of all other actions, filings and recordings of or with respect to the Collateral Documents and of all other actions as may be reasonably necessary to perfect the Liens created by the Collateral Documents (including receipt of customary search reports relating to UCC financing statements and intellectual property, duly executed payoff letters and UCC-3 termination statements, if applicable);

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(iv) executed counterparts of each Foreign Pledge Agreement relating to a pledge of 65% of the equity interests of any Designated Foreign Subsidiary, duly executed by each applicable Loan Party and such Designated Foreign Subsidiary, together with such additional appropriate documentation as shall be required by local Law, and evidence of the completion of all other actions required in accordance with local practices under applicable local Law of each applicable Designated Foreign Jurisdiction, as reasonably determined by the Collateral Agent, to perfect the security interests intended to be created by such collateral security documentation;

(v) executed Mortgages encumbering (1) the fee interests of the Loan Parties in the Material Real Properties owned by the Loan Parties located in the United States and listed on Schedule 5.08(b) (collectively, the “Owned Mortgaged Properties”) and (2) the leasehold interests of the Loan Parties in the Material Leased Properties leased by the Loan Parties located in the United States and listed on Schedule 5.08(c) (collectively, the “Leased Mortgaged Properties” and, together with the Owned Mortgaged Properties, the “Mortgaged Properties”), together with: (A) such evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in the filing or recording offices necessary in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the applicable Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid and (B) customary title insurance policies, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary.

(vi) a short form assignment or grant of security interest in IP Rights, in substantially the form of Exhibit A to the Security Agreement (for U.S. patents and trademarks) or Exhibit B to the Security Agreement (for U.S. copyrights), duly executed by each Loan Party with ownership interests in any such IP Rights registered in the United States Patent and Trademark Office or the United States Copyright Office in form for filing with such office;

(vii) an assignment or grant of security interest in IP Rights, in such form as required under local Law in the Designated Foreign Jurisdictions, duly executed by each applicable Loan Party with ownership interests in any such IP Rights registered in the Designated Foreign Jurisdictions in form for filing in the applicable filing office;

(viii) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, together with such certificates of good standing and certifications of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

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(ix) a favorable written opinion of DLA Piper LLP (US), special New York counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit E;

(x) from each special counsel to the Loan Parties (or special counsel to the Collateral Agent, as applicable) in the applicable Designated Foreign Jurisdictions, a favorable written opinion, in each case with respect to the enforceability of the applicable Foreign Pledge Agreements and sufficiency of collateral security arrangements in each respective Designated Foreign Jurisdiction, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Closing Date, in form reasonably satisfactory to the Administrative Agent;

(xi) from each of (A) DLA Piper LLP (US), special California, New York and Texas counsel to the Loan Parties and (B) Bryant, Lovlien & Jarvis, P.C., special Oregon counsel to the Loan Parties, a favorable written opinion, in each case with respect to the enforceability of the form of Mortgage and/or sufficiency of the form of UCC-1 financing statements or similar notices to be recorded or filed in each jurisdiction in which a Mortgaged Property is located or a Loan Party has its jurisdiction of incorporation, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Closing Date, in form reasonably satisfactory to the Administrative Agent;

(xii) from counsel to the Borrower in respect of the Acquisition, copies of the opinion delivered by them as required under the Acquisition Agreement, accompanied in each case by a letter from such counsel stating that the Agents and the Lenders are entitled to rely on such opinions as if they were addressed to the Agents and the Lenders;

(xiii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) that there has been no event or circumstance since the date of the Borrower Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on the Borrower and its Subsidiaries (prior to the consummation of the Transactions) and (C) that all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transactions and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been received, and such consents, licenses and approvals shall be in full force and effect, or stating that no such consents, licenses or approvals are so required;

(xiv) certificates attesting to the Solvency of the Borrower before and after giving effect to the Transactions, from the chief financial officer of the Borrower; and

(xv) certificates of insurance naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral.

(b) Certain Fees. All fees required to be paid on or before the Closing Date (i) to the Administrative Agent and the Joint Lead Arrangers and (ii) to the Lenders shall in each case have been paid.

(c) Counsel Fees. The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and

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disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

(d) Financial Information. The Lead Arrangers and the Lenders shall have received: (i) audited consolidated financial statements of ABI for the fiscal year ended June 30, 2008, unaudited financial statements of ABI (including, when applicable, an accounting of the Celera Split-Off as a discontinued operation) for the period ended September 30, 2008 and unaudited financial statements of the Borrower and its Subsidiaries for the period ended September 30, 2008, and pro forma consolidated financial statements as to the Borrower and its Subsidiaries giving effect to all elements of the Transactions to be effected on or before the Closing Date for the period ended June 30, 2008, which in each case, shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other applicable accounting rules and regulations of the SEC promulgated thereunder; (ii) forecasts prepared by management of the Borrower of balance sheets, income statements and cash flow statements on an annual basis for each year during the term of the Term A Facility and (iii) a written certification from the chief financial officer of the Borrower stating that the pro-forma financial statements delivered pursuant to clause (i) above and the forecasts delivered pursuant to clause (ii) above were prepared in good faith on the basis of the assumptions stated therein, which assumptions are fair in light of then existing conditions.

(e) Consummation of the Acquisition. The Acquisition shall have been consummated simultaneously with the initial Credit Extension under this Credit Agreement, in accordance with the terms of the Acquisition Agreement, which shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, altered, amended or otherwise changed or supplemented, in each case, in any manner which is materially adverse to the Lenders, without the prior written consent of the Administrative Agent.

(f) Refinancing of Certain Existing Indebtedness. On the Closing Date, the commitments under all Refinanced Agreements shall have been terminated, all loans outstanding thereunder shall have been repaid in full (other than contingent indemnification obligations not yet due and payable), together with accrued interest thereon (including, without limitation, any prepayment premium), all letters of credit issued thereunder shall have been terminated, backstopped through the issuance of Letters of Credit hereunder or shall have become Letters of Credit hereunder and all other amounts owing pursuant to each Refinanced Agreement shall have been repaid in full, and the Administrative Agent shall have received evidence in form, scope and substance reasonably satisfactory to it that the matters set forth in this subsection (f) have been satisfied at such time. In addition, on the Closing Date, the creditors under each Refinanced Agreement shall have terminated and released all applicable Liens on the capital stock of and assets owned by the Borrower and its Subsidiaries (including, without limitation, the assets acquired in the Acquisition), and the Administrative Agent shall have received all such releases as may have been requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent.

(g) Consents and Approvals. On the Closing Date, all material governmental, shareholder and third party consents and approvals necessary in connection with the execution and delivery of the Loan Documents shall have been obtained and remain in full force and effect, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could restrain, prevent or impose any material adverse conditions on the Loan Documents or that could seek to restrain or threaten any of the foregoing. All loans made by the Lenders to the Borrower or any of its affiliates shall be in full compliance with the Federal Reserve’s Margin Regulations.

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(h) Closing Date Material Adverse Effect. Except as disclosed in the “Company SEC Documents” (excluding any disclosures set forth in any section of a filed Company SEC Document entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the extent they are forward looking in nature) or in the “Company Disclosure Schedule” or as expressly contemplated by the Acquisition Agreement, since the date of the Acquisition Agreement, there shall have been no event, occurrence, development or state of circumstances or facts that would reasonably be expected to have a Closing Date Material Adverse Effect (it being understood that for purposes of this Section 4.01(h), the term: (i) “Company SEC Documents” means all forms, statements, documents and reports together with any amendments with respect thereto required to be filed or furnished by ABI prior to the date of the Acquisition Agreement with the U.S. Securities and Exchange Commission since July 1, 2006 and (ii) “Company Disclosure Schedule” means the disclosure schedule delivered by ABI to the Borrower immediately prior to the execution of the Acquisition Agreement and signed by an authorized officer of ABI).

(i) (i) The representations and warranties of the Borrower relating to ABI contained in Sections 5.01, 5.02, 5.03, 5.04 and 5.20 shall be true and correct in all material respects (provided that to the extent any of such representations and warranties are already subject to any “materiality” or “Material Adverse Effect” qualifications contained therein, then each of such representations and warranties as so qualified shall be true and correct in all respects) on and as of the Closing Date and (ii) the condition in Section 6.3(a)(i) of the Acquisition Agreement relating to the accuracy of the representations and warranties of ABI shall have been satisfied (without giving effect to any waiver, amendment or other modification to such condition in a manner adverse to the Lenders in any material respect without the consent of the Joint Lead Arrangers).

(j) No Default. No Default or Event of Default (other than a Default or Event of Default under Section 8.01(d) resulting from a breach of a representation or warranty relating to ABI and not specified in paragraph (i)(i)) shall have occurred and be continuing or would result from the initial Credit Extension.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 4.02 Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

(a) Representations and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any certificate furnished to the Administrative Agent or the Lenders at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided that to the extent any of such representations and warranties are already subject to any “materiality” or “Material Adverse Effect” qualifications contained therein, then each of such representations and warranties as so qualified shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements

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furnished pursuant to Sections 6.01(a) and (b), respectively and (iii) in the case of the Initial Credit Extension, excluding all of the representations and warranties of the Borrower relating to ABI, other than those set forth in Section 4.01(i).

(b) No Default. In the case of (i) all proposed Credit Extensions other than the initial Credit Extension, no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, and (ii) the initial Credit Extension, no Default under Section 8.01(e), (f) or (i) shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) Notice. The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

Section 5.01 Existence, Qualification and Power. Each Loan Party and each of its Subsidiaries (i) is duly organized or formed, validly existing and, as applicable, in good standing (or its equivalent, if such concept exists), under the Laws of the jurisdiction of its incorporation, organization or formation, (ii) has all requisite corporate, limited liability company, partnership or similar power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents and Acquisition Documents to which it is a party and consummate the Transactions, and (iii) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (ii)(A) or (iii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Acquisition Document to which such Person is party have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than the Liens created under the Loan Documents in favor of the Secured Parties) upon any of the property or assets of such Person under, (A) any Contractual Obligation to which such Person is a party or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable material Law, except in the case of clause (ii)(A) for such violations which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document

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or Acquisition Document, or for the consummation of the Transactions, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens purported to be created under the Collateral Documents (including the first priority nature, or its equivalent under applicable Law, thereof (other than with respect to Liens permitted under Section 7.01)) or (iv) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings, notices, consents and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect (or, with respect to consummation of the Transactions, will be duly obtained, taken, given or made and will be in full force and effect, in each case within the time period required to be so obtained, taken, given or made), (iii) those set forth on Schedule 5.03 hereto, (iv) the filing of assignments in the applicable intellectual property registries as may be necessary (after giving effect to Sections 9-406, 9-407 and 9-408 of the UCC, to the extent applicable) to the exercise of certain remedies in respect of intellectual property and the exercise of remedies in respect of Non-Assignable Contracts, (v) as may be required, in connection with the disposition of any “investment property” (as defined in the UCC) or the Equity Interests of any Subsidiary, by laws generally affecting the offering and sale of securities, the laws of the jurisdiction of organization of any Foreign Subsidiary, or the terms of the Organization Documents of any Foreign Subsidiary or any Subsidiary which is a limited liability company or a limited partnership and (vi) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect. The Acquisition has been consummated in accordance with the Acquisition Agreement and applicable Law.

Section 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability and principles of good faith and fair dealing (regardless of whether enforcement is sought by proceedings in equity or at law).

Section 5.05 Financial Condition; No Material Adverse Effect.

(a) Audited Financial Statements. The Borrower Audited Financial Statements and to the best knowledge of the Borrower, the ABI Audited Financial Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries (or of ABI and its Subsidiaries, as applicable) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b) Interim Financial Statements. The unaudited consolidated balance sheet of (A) the Borrower and its Subsidiaries dated September 30, 2008 and (B) and, to the best knowledge of the Borrower, ABI and its Subsidiaries dated September 30, 2008, and, in each case, the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (such financial statements, the “Borrower Unaudited Financial Statements” and the “ABI Unaudited Financial Statements”, respectively): (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present, in all material respects, the financial condition of the Borrower

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and its Subsidiaries (or of ABI and its Subsidiaries, as applicable) as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c) Material Adverse Change. With respect to any Credit Extension following the Closing Date, there has been no event or circumstance since the date of the Borrower Audited Financial Statements, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) Pro-Forma Financial Statements. The consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at June 30, 2008, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the six (6) months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to the Administrative Agent, (i) have been prepared in good faith on the basis of assumptions believed by the management of the Borrower to be reasonable as of the date so furnished, and (ii) fairly present in all material respects the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transactions, all in accordance with GAAP.

(e) Projections. The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(c) (in each case, as applicable) were prepared in good faith on the basis of the assumptions believed by the management of the Borrower to be reasonable as of the date so furnished (it being understood that projections are subject to uncertainties and contingencies and that actual results during the period or periods covered by such projections may differ materially from such projections).

Section 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Group Company or against any of their properties or revenues that (i) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (ii) except as specifically disclosed on Schedule 5.06 (the “Disclosed Litigation”), either individually or in the aggregate, in which there is a reasonable possibility of an adverse decision and which, if determined adversely, could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on any Group Company as a result, of the matters described on Schedule 5.06 that could reasonably be expected to have a Material Adverse Effect.

Section 5.07 No Default. No Group Company is in default under or with respect to any Contractual Obligation to which such Group Company is a party that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing.

Section 5.08 Ownership of Property; Liens; Investments.

(a) Title. Each Group Company has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(b) Owned Realty. Schedule 5.08(b) sets forth a complete and accurate list of all Material Real Properties owned by each Group Company, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and estimated fair value thereof. Each Group Company has good, marketable and insurable fee simple title to the Material Real Properties owned by such Group Company, free and clear of all Liens, other than Liens created or permitted by the Loan Documents.

(c) Leases. Schedule 5.08(c) sets forth a complete and accurate list of all Material Leased Properties under which any Group Company is the lessee or lessor, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Section 5.09 Environmental Compliance. (a) Except as set forth on Schedule 5.09 or as could not reasonably be expected to have a Material Adverse Effect, (i) the Borrower and each of its Subsidiaries are in compliance in all material respects with all Environmental Laws in all jurisdictions in which the Borrower and each of its Subsidiaries, as the case may be, is currently doing business (including having obtained all Environmental Permits); (ii) neither the Borrower nor any of its Subsidiaries is subject to any pending or, to the knowledge of the Borrower, threatened environmental claim or Environmental Liability; (iii) neither the Borrower nor any Subsidiary is conducting or financing or is required to conduct or finance any investigation, removal, remedial or other corrective action in response to the actual or alleged presence, release or threatened release of any Hazardous Material pursuant to any Environmental Law at any location; and (iv) to the best knowledge of the Borrower, there are no Hazardous Materials at, under, about or migrating to or from any property currently or formerly owned or operated by any Group Company in a manner reasonably expected to result in Environmental Liability to any Group Company.

(b) Neither the Borrower nor any of its Subsidiaries has treated, stored, transported or disposed of Hazardous Materials at, on, under or from any currently or formerly owned or leased Real Property or facility in a manner that could reasonably be expected to have a Material Adverse Effect.

(c) Except as otherwise set forth on Schedule 5.09, neither any Group Company is undertaking, and has not completed, either individually or together with other potentially responsible parties, any material investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law.

Section 5.10 Insurance. The material properties of the Borrower and its Subsidiaries are insured with insurance companies that the Borrower believed (in the good faith judgment of its management) were financially sound and reputable at the time the relevant insurance was placed or renewed, in such amounts, with such deductibles and covering such risks as is required pursuant to Section 6.07; provided that the Borrower and its Subsidiaries may self-insure in accordance with good business practice.

Section 5.11 Taxes. The Borrower and its Subsidiaries have filed all material Federal, state and local Tax returns and reports required to be filed, and have paid all material Federal, state and local Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. Proper and accurate amounts have been withheld by each Group Company from its respective employees

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for all periods in full and complete compliance with all applicable material Federal, provincial, state, local and foreign Laws and such withholdings have been timely paid to the applicable Governmental Authorities. Other than any Specified Tax Assessment, there is no proposed Tax assessment against any Group Company that would, if made, have a Material Adverse Effect. As of the Closing Date, no Group Company has executed or filed with the Internal Revenue Service or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Taxes. No Group Company is party to any Tax sharing agreement. As of the Closing Date, no Group Company has agreed or been requested to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise, which could reasonably be expected to have a Material Adverse Effect.

Section 5.12 ERISA; Foreign Pension Plans; Employee Benefit Arrangements.

(a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS, an application for such a letter is currently being processed by the IRS with respect thereto, or has remaining a period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Plan and, to the knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA except, with respect to each of the foregoing clauses of this Section 5.12(c), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(d) Except as could not reasonably be expected to result in a Material Adverse Effect, with respect to each scheme or arrangement mandated by a government other than the United States and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States law (each, a “Foreign Plan”):

(i) any employer and employee contributions required by law or by the terms of any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices;

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(ii) the fair market value of the assets of each Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is equal to or exceeds the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and

(iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

Section 5.13 Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, no Group Company has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Group Company in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. As of the Closing Date, set forth on Part (b) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any Designated Foreign Subsidiary that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. As of the Closing Date, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(viii) is a true and correct copy of each such document, each of which is valid and in full force and effect.

Section 5.14 Margin Regulations; Investment Company Act.

(a) The proceeds of Loans have been and will be used in compliance with all applicable provisions of Regulations T, U and X, and not more than 25% of the value of the assets (of the Borrower and its Subsidiaries on a consolidated basis) will be Margin Stock.

(b) Neither the Borrower nor any of its Subsidiaries is required to be registered under the Investment Company Act of 1940, as amended.

Section 5.15 Disclosure. As of the Closing Date, the Borrower has disclosed to the Administrative Agent and the Lenders all material agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby (other than projected financial information) and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 5.16 Compliance with Law. Each Group Company is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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Section 5.17 Intellectual Property. Except as set forth on Schedule 5.17, each Group Company owns, or possess the right to use, all of the material trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. As of the Closing Date, Schedule 5.17 sets forth a list complete and accurate, in all material respects, of all such registered or granted IP Rights owned by each Group Company. Except as set forth on Schedule 5.17, to the knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Group Company thereof infringes upon any rights held by any other Person, except for any such infringement which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed on Schedule 5.17, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.18 Solvency. On the Closing Date, after giving effect to the Transactions, the Borrower, together with its Subsidiaries on a consolidated basis, is Solvent.

Section 5.19 Labor Matters.

(a) There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of its Domestic Subsidiaries as of the Closing Date and neither the Borrower nor any Domestic Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the six years prior to the Closing Date.

(b) As of the Closing Date, there are no strikes, lockouts or slowdowns against the Borrower or its Subsidiaries pending or, to the knowledge of the Borrower or its Subsidiaries, threatened. The consummation of the transactions under this Agreement will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement by which the Borrower or its Subsidiaries is bound that could reasonably be expected to result in a Material Adverse Effect.

Section 5.20 Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Collateral Agent (or its designee) for the benefit of the Secured Parties a legal, valid and enforceable Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein (in the case of the Foreign Pledge Agreement, in accordance with applicable local Law). Except for filings, notices, consents, registrations and other actions contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect such Liens to the extent that perfection is required under such Collateral Documents. The Liens of the Collateral Agent (or its designee) in the Collateral shall have the priority as required by the applicable Collateral Documents.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Senior Credit Obligation hereunder shall remain unpaid or unsatisfied (other than contingent indemnification obligations), or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.19) cause each of the other Group Companies to:

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Section 6.01 Financial Statements. Deliver to the Administrative Agent for further distribution to the Lenders:

(a) Annual Financial Statements. As soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2008), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

(b) Quarterly Financial Statements. As soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended March 31, 2009), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

(c) Budget. As soon as available, but in any event within 30 days after the end of each fiscal year of the Borrower, an annual budget of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent, of consolidated statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the immediately following fiscal year.

As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.

Section 6.02 Certificates; Other Information. Deliver to the Administrative Agent, for further delivery to each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a) Compliance Certificate. As soon as available and in any event not later than five Business Days after the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal year ended December 31, 2008), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower.

(b) Auditor’s Reports. (i) Concurrently with the delivery of the financial statements referred to in Section 6.01(a), a report from its independent certified public accountants stating that no knowledge was obtained of any Default under the financial covenants set forth in Section 7.11 and (ii) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of any Group Company, or any audit of any of them.

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(c) SEC Reports. Promptly after sending or filing thereof, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower in their capacity as stockholders, and copies of all annual, regular, periodic and special reports and registration statements which any Group Company files with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto.

(d) Reports to Holders of Debt Securities. Promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities having an aggregate principal amount in excess of the Threshold Amount of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02.

(e) Insurance. As soon as available, but in any event within 30 days after the end of each fiscal year of the Borrower, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify.

(f) Investigations. Promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC, FDA and/or DOL (or comparable agencies in any applicable non-United States jurisdiction) concerning any investigation or possible investigation or other inquiry by any such agency regarding financial or other operational results or activities of any Loan Party or any Subsidiary thereof if, and only to the extent that, such Loan Party or Subsidiary may provide such information in accordance with applicable Law.

(g) Certain Properties; Additional Designated Foreign Jurisdictions. Concurrently with the delivery of each Compliance Certificate:

(i) a report supplementing Schedules 5.08(b) and 5.08(c), including an identification of all Material Real Properties disposed of by any Loan Party during such period, a description of all Material Real Properties located in the United States acquired or leased during such period and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete;

(ii) a report supplementing Schedule 5.17, setting forth (A) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Loan Party during such period and (B) a list of all patent applications, trademark applications, service mark applications, trade name applications and copyright applications submitted by any Loan Party during such period and the status of each such application; and

(iii) a report, with respect to any non-U.S. jurisdiction for which (1) the aggregate Consolidated Total Assets of all Foreign Subsidiaries of the Borrower organized under the laws of such jurisdiction exceeds 5.0% of the aggregate Consolidated Total Assets of all Group Companies on such date or (2) the aggregate revenues which are attributable to all Foreign Subsidiaries of the Borrower organized under the laws of such jurisdiction for the period of four consecutive fiscal quarters then ended exceeds 5.0% of the aggregate revenues of all Group Companies; with summary information in reasonable detail regarding the Consolidated Net Income, Consolidated Total Assets and aggregate revenues which are, in each case, attributable to all Foreign Subsidiaries of the Borrower organized under the laws of such jurisdiction as of such date or for such period, as applicable.

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(h) Domestication in Other Jurisdiction. No later than 10 days after the change in the jurisdiction of organization of any Loan Party, a copy of all documents and certificates filed or otherwise executed to effect such change.

(i) Liquidity for Existing Convertible Securities. In connection with each date on which the holders of any Existing Convertible Securities may require such securities to be repurchased by the Borrower (each, a “Put Date”), the Borrower shall, on each date which is 60 days prior to each Put Date, deliver to the Administrative Agent a liquidity plan, in form and substance reasonably satisfactory to the Administrative Agent (with supporting calculations and attachments, if applicable, in reasonable detail), either (i) stating that the Borrower is projected to have sufficient liquidity (consisting of Cash, Cash Equivalents, Foreign Cash Equivalents and/or unused commitments under the Revolving Credit Facility) to consummate 50% of the maximum amount of any required repurchase of Existing Convertible Securities on the next occurring Put Date and/or (ii) attaching an underwritten financing commitment sufficient to consummate 50% of the maximum amount of any required repurchase of Existing Convertible Securities on the next occurring Put Date.

(j) Other Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) or (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or Intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (i) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in

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investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that: (w) all the Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuer and the Lenders to treat the Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” To the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07.

Section 6.03 Notices. Promptly after a Responsible Officer of the Borrower, or any other officer or employee of the Borrower responsible for administering any of the Loan Documents or monitoring compliance with any of the provisions thereof, in either case obtains knowledge thereof, notify the Administrative Agent, for further notification to each Lender, of:

(i) the occurrence of any Default or Event of Default;

(ii)(A) the breach or non-performance of, or any default under, any material Contractual Obligation of the Borrower or any of its Subsidiaries, (B) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority, (C) the commencement of, or any material adverse development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable Environmental Law, (D) any litigation, investigation or proceeding affecting any Group Company and (E) and any other matter, event or circumstance, in each case of subclauses (A) through (E) to the extent that the same have resulted or could reasonably be expected to result in a Material Adverse Effect;

(iii) the occurrence of (a) any ERISA Event and/or (b) with respect to Plan years beginning after December 31, 2007, the occurrence of a Plan entering into “at risk” status (as defined in Section 303 of ERISA) or “endangered” or “critical” status (as defined in Section 305 of ERISA);

(iv) any material change in accounting policies or financial reporting practice by the Borrower or any of its Subsidiaries, including any determination by the Borrower referred to in Section 2.10(b);

(v) the (A) occurrence of any Disposition of property or assets, Extraordinary Receipt, Casualty or Condemnation for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(i) and (B) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(ii); and

(vi) any announcement by Moody’s or S&P of any change or possible change in a Debt Rating.

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Each notice pursuant to this Section 6.03 (other than Section 6.03 (v) or (vi)) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(i) shall describe in reasonable detail the applicable Default or Event of Default.

Section 6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable (i) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or the applicable Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon a material portion of its property (other than a Lien permitted under Section 7.01); and (iii) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

Section 6.05 Preservation of Existence Etc. (i) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; provided, however, that the Borrower and its applicable Subsidiaries may consummate the Acquisition and any other merger or consolidation permitted under Section 7.04; (ii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (iii) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. The foregoing shall not restrict in any way any conversion of a corporation, a limited liability company, a partnership or another entity to a different legal form.

Section 6.06 Maintenance of Properties. Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (i) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (ii) make all necessary repairs thereto and renewals and replacements thereof; and (iii) use the standard of care typical in the industry in the operation and maintenance of its facilities.

Section 6.07 Maintenance of Insurance. Maintain with insurance companies that the Borrower believed (in the good faith judgment of its management) were financially sound and reputable at the time the relevant insurance was placed or renewed, insurance with respect to its material properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business and owning similar properties, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons; provided that (i) if the Borrower determines that in its judgment the financial soundness of any such insurance company has or may have been impaired in any material respect subsequent to the time the relevant insurance was placed or renewed with such company, the Borrower agrees to discuss with the Administrative Agent at that time whether supplemental insurance shall be required or other steps taken in respect of such situation and (ii) the Borrower and its Subsidiaries may self-insure in accordance with good business practice and consistent with past practice. The Borrower shall deliver to the Administrative Agent endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ material tangible, real and person property and assets naming the Administrative Agent loss payee, and (y) to all general liability and other liability policies naming the Administrative Agent as additional insured.

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Section 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Section 6.09 Books and Records. (i) With respect to the Borrower and its Domestic Subsidiaries, maintain proper books of record and account, in which complete and correct entries in all material respects and in accordance with GAAP consistently applied, as in effect from time to time, shall be made of all financial transactions and matters involving the assets and business of the Borrower and its Domestic Subsidiaries, as the case may be and (ii) with respect to all Foreign Subsidiaries of the Borrower, maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Subsidiaries, as the case may be.

Section 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties (provided that with respect to any leased property, such inspection shall not violate the terms of the applicable lease), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that (i) unless an Event of Default is continuing, no such authorized representatives shall so visit, inspect or examine more than once in any calendar year, (ii) representatives of any Lender may do any of the forgoing, at its own expense, at reasonable times during normal business hours upon reasonable advance notice to the Borrower and (iii) when an Event of Default exists and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at any time during normal business hours and without advance notice. The Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by it at any time during the term of this Agreement to exhibit and deliver to the Administrative Agent and the Lenders copies of any of the financial statements, trial balances or other accounting records of any sort of any Group Company in the accountant’s or auditor’s possession, and to disclose to the Administrative Agent and the Lenders any information they may have concerning the financial status and business operations of any Group Company. The Administrative Agent and each Lender shall give the Borrower the opportunity to participate in any discussions with any independent public accountants and auditors.

Section 6.11 Use of Proceeds. (i) Use the proceeds of the Term A Loans, the Term B Loans and any Revolving Credit Loans made on the Closing Date solely to fund a portion of the consideration to be paid pursuant to the Acquisition Agreement, to refinance existing Indebtedness of the Borrower and its Subsidiaries and to pay fees and expenses incurred in connection with the transactions contemplated by the Acquisition Agreement; (ii) subject to Section 7.10, use the proceeds of the Credit Extensions after the Closing Date for ongoing working capital and other general corporate purposes of the Borrower and its Subsidiaries not in contravention of any Law or of any Loan Document.

Section 6.12 Covenant to Guarantee Obligations and Give Security.

(a) Additional Guarantors. If any Group Company shall form or acquire any new Domestic Subsidiary, the Borrower will cause such new Domestic Subsidiary (or its direct or indirect parent), as soon as practicable and in any event (i) within 15 days after such formation or acquisition, provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the material assets of such new Domestic Subsidiary, (ii) within 30 days after such formation or

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acquisition, to execute an Accession Agreement pursuant to which such new Domestic Subsidiary shall become a “Guarantor” under the applicable Guaranty, an “Obligor” under the Security Agreement and the Pledge Agreement and/or an obligor under such other applicable Collateral Documents and (iii) within 60 days after such formation or acquisition, (A) to duly execute and deliver to the Administrative Agent, (1) with respect to all Material Real Properties and Material Leased Properties, in each case located in the United States, a Mortgage with respect to such properties (except for leasehold properties with respect to which landlord consent for such Mortgage cannot be obtained after commercially reasonable efforts by the applicable Subsidiary to do so or as are otherwise approved by the Administrative Agent) and (2) other security and pledge agreements, and other instruments, and take such actions involving the perfection of Liens (including the recording of the Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents), in each case of the type and form specified in Section 4.01 and (B) to cause to be delivered to the Administrative Agent favorable opinions of legal counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the foregoing collateral security documentation, and the perfection of the security interests created thereunder).

(b) Additional Designated Foreign Subsidiaries. If any Loan Party shall form or acquire any new Designated Foreign Subsidiary, the Borrower, as soon as practicable and in any event will cause such new Designated Foreign Subsidiary (or its direct or indirect parent) to (i) within 30 days after such formation or acquisition, provide the Collateral Agent with notice of such formation or acquisition, (ii) within 90 days after such formation or acquisition, (A) duly execute and deliver to the Administrative Agent a Foreign Pledge Agreement, and other instruments, and take such actions involving the perfection of Liens, in each case of the type and form specified in Section 4.01(a)(iv) and (B) cause to be delivered to the Administrative Agent (or its designee) favorable opinions of legal counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the foregoing collateral security documentation, and the perfection of the security interests created thereunder).

(c) After-Acquired Properties; Additional Designated Foreign Jurisdictions. If, subsequent to the Closing Date, (i) a Loan Party shall acquire any intellectual property, securities, instruments or other real or personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents (including, without limitation, properties and assets specified on any notice delivered pursuant to Section 6.02(g)), or (ii) the Administrative Agent shall, based on information provided by the Borrower pursuant to Section 6.02(g), designate any additional non-U.S. jurisdiction as a Designated Foreign Jurisdiction, the Borrower shall, in any such case, as soon as practicable and in any event will cause the applicable Loan Party (or its direct or indirect parent) to, within the time periods otherwise specified in the foregoing Sections 6.12(a) or (b), as applicable, take the actions and deliver the documents and instruments specified in such Sections with respect to (A) such newly acquired properties and assets and/or (B) any Designated Foreign Subsidiaries which are located in any such new Designated Foreign Jurisdiction.

(d) Landlord Consents; Leasehold Mortgages. To the extent not delivered on the Closing Date and except as otherwise reasonably agreed by the Collateral Agent, the Borrower will use commercially reasonable efforts for a period of 90 days after the Closing Date to obtain a fully executed Landlord Consent and Estoppel with respect to each Leased Mortgaged Property; it being agreed that the Collateral Agent shall promptly thereafter return to the Borrower the Mortgage with respect to any leased property with respect to which the Borrower has failed to receive a Landlord Consent and Estoppel as contemplated by this Section 6.12(d).

(e) Limitation on Collateral. Notwithstanding anything to the contrary contained herein, this Section 6.12 shall not require: (i) the creation or perfection of pledges of sixty-five percent (65%) of the equity interests of Designated Foreign Subsidiaries, if and

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for so long as, the Administrative Agent, in consultation with the Borrower, reasonably determines that the cost of creating or perfecting such pledges (taking into account any adverse tax consequences to the Group Companies (including the imposition of withholding or other material taxes on Lenders)) shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) the creation or perfection of pledges of or security interests in particular properties and assets of any non-wholly owned Subsidiaries formed or acquired pursuant to Section 7.03(xviii), nor shall any such non-wholly owned Subsidiaries formed or acquired pursuant to Section 7.03(xviii) be required to become Guarantors; (iii) any Foreign Subsidiary to become a Guarantor or grant a security interest in any of its assets or property to secure any such guaranty, and no Loan Party shall be required to pledge more than sixty-five percent (65%) of the equity interests entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) of any such Foreign Subsidiary of a Loan Party; or (iv) the delivery of a Mortgage with respect to any Material Leased Properties if, after the use of commercially reasonable efforts, such Mortgage cannot be delivered.

(f) Certain Actions Following Defaults. Upon the written request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, the Borrower shall, at the Borrower’s expense, execute and deliver, and cause each Subsidiary of the Borrower to duly execute and deliver, such additional guarantees, security agreements, pledge agreements, mortgages, trust deeds or similar collateral documents and instruments, and take such reasonable actions involving the perfection of Liens on such other properties and assets (whether located in the United States or in non-U.S. jurisdictions, and including, without limitation, additional pledges of Equity Interests of Foreign Subsidiaries) as the Administrative Agent shall reasonably request, following consultation with the Borrower.

Section 6.13 Compliance with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling, testing, cleanup, removal, remedial or other action required by Environmental Laws with respect to Hazardous Materials at or from its currently or formerly owned or leased Real Properties; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

Section 6.14 Preparation of Environmental Reports. At the request of the Administrative Agent following receipt of the notice described under Section 6.03(ii)(C), provide to the Lenders promptly after such request, at the expense of the Borrower, an environmental site assessment report for any of its Material Real Properties or Material Leased Properties described in such request, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties.

Section 6.15 Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral

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Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created and maintained thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so (in each case, subject to the limitations set forth in the Loan Documents).

Section 6.16 Interest Rate Hedging. Within 90 days after the Closing Date, the Borrower will enter into and thereafter maintain in full force and effect interest rate swaps, rate caps, collars or other similar agreements or arrangements designed to hedge the position of the Borrower with respect to interest rates in respect of the Loans on terms reasonably satisfactory to the Administrative Agent, taking into account market conditions at the time of entry into such agreements, the effect of which shall be to fix or limit the interest that would be payable in connection with Loans (whether or not such Loans are then outstanding) in the aggregate principal amount of not less than $800,000,000 for a period expiring no earlier than 36 months after the Closing Date. The Borrower will promptly deliver evidence of the execution and delivery of such agreements to the Administrative Agent.

Section 6.17 Taxpayer Identification Number. Within 90 days after the Closing Date, each (i) Loan Party which does not have, as of the Closing Date, a U.S. taxpayer identification number and (ii) Designated Foreign Subsidiary which does not have, as of the Closing Date, a unique identification number issued to it by the jurisdiction of its incorporation, shall have, in each case, taken all necessary action and executed all documents and instruments and made all necessary filings as may be required by applicable Governmental Authority, to obtain such U.S. taxpayer (or other applicable) identification number, and shall thereafter (x) take all such further steps as may be required to obtain such identification number as soon as reasonably practicable and (y) provide such identification number to the Administrative Agent in writing promptly after the receipt thereof (provided that any such action under this Section 6.17 shall only be required with respect to Designated Foreign Jurisdictions where unique identification numbers are issued by such jurisdiction).

Section 6.18 Maintenance of Ratings. Use commercially reasonable efforts to maintain ongoing continuous “Corporate Family” / “Corporate Credit” ratings from Moody’s and S&P, respectively, provide all information regarding the business and financial condition of the Borrower and its Subsidiaries as either Moody’s or S&P may from time to time request in connection therewith and deliver to the Administrative Agent as soon as available, but in any event within ten days after receipt of, each rating letter or notification received from Moody’s or S&P.

Section 6.19 Post-Closing Matters. The Borrower shall, and shall cause each of its Subsidiaries to satisfy the requirements set forth on Schedule 6.19 on or before the date specified for such requirement, in each case as such date may be extended by the Administrative Agent in its sole discretion by up to an additional 90 days, so long as the Borrower is working diligently in good faith to complete, or cause its Subsidiaries to complete, the applicable requirement as determined by the Administrative Agent in its sole discretion; it being understood that the Borrower and its Subsidiaries shall only be required to use commercially reasonable efforts to obtain Mortgages on Leased Mortgaged Properties.

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ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Senior Credit Obligation hereunder shall remain unpaid or unsatisfied (other than contingent indemnification obligations), or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any of the other Group Companies to, directly or indirectly:

Section 7.01 Restriction on Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired other than the following:

(i) Liens pursuant to any Loan Document;

(ii) Liens existing on the Closing Date and listed on Schedule 7.01 and if the Indebtedness secured by such Lien is modified, replaced, renewed or extended with any Permitted Refinancing Indebtedness, any Lien on the same collateral securing such Permitted Refinancing Indebtedness;

(iii) Liens for taxes, assessments or governmental charges not yet delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization);

(iv) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen’s, suppliers’, processors’, storage or other like Liens arising in the ordinary course of business which are securing amounts not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(v) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security or similar laws or regulations, other than any Lien imposed by ERISA and other social security legislation;

(vi) pledges or deposits to secure the performance of tenders, bids, trade contracts and leases (other than Indebtedness), statutory obligations and surety, appeal, bid, performance or payment bonds and other obligations of a like nature incurred in the ordinary course of business;

(vii) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Group Companies, taken as a whole;

(viii) Liens securing judgments not constituting an Event of Default under Section 8.01(h);

(ix) Liens securing Indebtedness permitted under Section 7.02(vii); provided that (A) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except that individual financings of equipment provided by one lender of the type permitted under Section 7.02(vii) may be cross collateralized to other financings of equipment provided by such lender of the type permitted under Section 7.02(vii), but shall not encumber the Collateral and (B) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;

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(x) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any other Group Company or becomes a Group Company; provided that such Liens do not encumber equity Interests of any Subsidiaries of such Person which would be required to be pledged as Collateral and were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or any other Group Company or acquired by the Borrower or any other Group Company, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(viii);

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

(xii) Liens consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Disposition would have been permitted on the date of the creation of such Lien; provided that such Liens encumber only the applicable assets pending consummation of the Disposition;

(xiii) (A) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (x) interfere in any material respect with the business of the Group Companies, taken as a whole, or (y) secure any Indebtedness, and (B) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by any Group Company;

(xiv) Permitted Encumbrances;

(xv) Liens on any assets or Equity Interests of a Foreign Subsidiary of the Borrower securing Indebtedness of such Foreign Subsidiary incurred pursuant to Section 7.02(ix);

(xvi) Liens securing obligations of the Borrower and its Subsidiaries under Sale/Leaseback Transactions permitted under Section 7.16;

(xvii) (A) statutory and common law rights of set-off and other similar rights and remedies as to deposits of cash, securities, commodities and other funds in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages and (B) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction and covering only the items being collected upon;

(xviii) (A) Liens that are contractual rights of setoff relating to purchase orders entered into with customers of such Person in the ordinary course of its business and (B) Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Borrower or any of its Subsidiaries, provided that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit to the extent permitted under Section 7.02;

(xix) Liens securing Indebtedness represented by financed insurance premiums in the ordinary course of business consistent with past practice, provided that such Liens do not extend to any property or assets other than the corresponding insurance policies being financed;

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(xx) Liens arising from precautionary UCC financing statements or similar filings made in respect of operating leases entered into by the Borrower or any of its Subsidiaries;

(xxi) Liens securing Indebtedness permitted under Section 7.02(xii); provided that such Liens do not at any time encumber any property other than the Auction Rate Securities; and

(xxii) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $35,000,000.

Section 7.02 Limitation on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except:

(i) Indebtedness under the Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements;

(ii) Indebtedness under the Existing Convertible Securities and any Permitted Refinancing Indebtedness with respect thereto;

(iii) Obligations (contingent or otherwise) existing or arising under any Swap Contract entered into in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates;

(iv) Indebtedness of a Group Company owing to any other Group Company to the extent constituting an Investment permitted pursuant to Section 7.03(iii); provided that all Indebtedness under this clause (iv) shall (1) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Notes” (or its equivalent) under the Pledge Agreement and (2) be on terms (including subordination terms) reasonably acceptable to the Administrative Agent;

(v) Indebtedness of the Group Companies outstanding on the Closing Date and disclosed on Schedule 7.02 (collectively, the “Existing Debt”) and any Permitted Refinancing Indebtedness with respect thereto;

(vi) Indebtedness consisting of Guarantees by a Group Company in respect of Indebtedness, leases and other obligations permitted to be incurred by any other Group Company, to the extent such Guarantee constitutes an Investment permitted pursuant to Section 7.03(iii);

(vii) Purchase Money Indebtedness and Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations of the Group Companies incurred after the Closing Date; provided that (A) the aggregate amount of all such Indebtedness under this clause (vii) does not exceed $50,000,000 at any time outstanding, (B) the Indebtedness when incurred shall not be less than 70% or more than 100% of the lesser of the cost or fair market value as of the time of acquisition of the asset financed, (C) such Indebtedness is issued and any Liens securing such Indebtedness are created concurrently with, or within 180 days after, the acquisition of the asset financed and (D) no Lien securing such Indebtedness shall extend to or cover any property or asset of any Group Company other than the asset so financed; and any Permitted Refinancing Indebtedness with respect to such Indebtedness permitted under this clause (vii);

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(viii) Indebtedness of Group Companies secured by Liens permitted by Section 7.01(x) and any other Indebtedness of a Person whose Equity Interests or assets are acquired in a Permitted Acquisition which Indebtedness is acquired or assumed by a Group Company in such Permitted Acquisition and any Permitted Refinancing thereof; provided that such Indebtedness was not incurred in connection with, or in anticipation of, such Permitted Acquisition;

(ix) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the Dollar Equivalent of $50,000,000 at any time outstanding;

(x) Indebtedness incurred by a Group Company constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business including, without limitation, letters of credit in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; provided that upon the drawing of such letters of credit, the applicable reimbursement obligation is reimbursed within 90 days;

(xi) Indebtedness (other than for borrowed money) which may be deemed to exist pursuant to any contingent guaranties, warranty or contractual service obligations, performance, surety, statutory, appeal, bid, payment (other than payment of Indebtedness) or completion or performance guaranties or similar obligations incurred in the ordinary course of business, in each case of one or more Group Companies;

(xii) Indebtedness incurred by a Group Company in the form of loans secured by the Auction Rate Securities, in an aggregate principal amount at any time outstanding not to exceed the principal amount of the Auction Rate Securities then owned by the Group Companies;

(xiii) Indebtedness in respect of netting services, overdraft protections and other cash management, intercompany cash pooling and similar arrangements in connection with deposit accounts, in each case in the ordinary course of business;

(xiv) Indebtedness of the Borrower or any of its Subsidiaries in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business;

(xv) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business consistent with past practice;

(xvi) Indebtedness in respect of self-insurance obligations to the extent incurred in the ordinary course of business consistent with past practice and in amounts customary in the Borrower’s and its Subsidiaries’ industry;

(xvii) Attributable Indebtedness of a Group Company in respect of Sale/Leaseback transactions permitted by Section 7.16; and

(xviii) unsecured Indebtedness of the Group Companies not otherwise permitted by this Section 7.02 incurred after the Closing Date in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; provided that (A) no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing immediately before and immediately after giving effect to the incurrence of any such Indebtedness and (B) the Borrower

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shall have delivered to the Administrative Agent a certificate demonstrating that, upon giving effect on a Pro-Forma Basis to the incurrence of such Indebtedness in excess of $25,000,000, the Loan Parties shall be in compliance with the financial covenants set forth in Section 7.11.

To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 7.02, the Borrower may allocate such Indebtedness to any one or more of such subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be attributable to more than one item; provided that (i) all Indebtedness created pursuant to the Loan Documents shall be deemed to have been incurred in reliance on Section 7.02(i) and (ii) all Indebtedness in respect of the Existing Convertible Securities (and any Permitted Refinancing Indebtedness with respect thereto) shall be deemed to have been incurred in reliance on Section 7.02(ii).

For purposes of determining compliance with the Dollar-denominated restrictions in Sections 7.02(vii), (ix) and (xviii) on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date on which such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to modify, refinance, refund, renew or extend other Indebtedness denominated in a foreign currency, and such modification, refinancing, refunding, renewal or extension would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such modification, refinancing, refunding, renewal or extension, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being modified, refinanced, refunded, renewed or extended

Section 7.03 Investments. Make or hold any Investments, except:

(i) Investments held by any Group Company in the form of cash, Cash Equivalents and Foreign Cash Equivalents;

(ii) advances to officers, directors and employees of the Group Companies, (A) for travel, entertainment, relocation and other similar business purposes (x) in connection with corporate reorganization and consolidation following consummation of, and related to, the Transactions or (y) otherwise, in an aggregate amount not to exceed $5,000,000 at any time outstanding and (B) loans by the Borrower or its Subsidiaries to their employees in connection with the purchase by such Persons of Equity Interests (other than Disqualified Equity Interests) of the Borrower pursuant to management incentive plans; provided that the aggregate amount of Investments made pursuant to this clause (B) shall not exceed $5,000,000 at any time outstanding;

(iii) (A) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (B) additional Investments by Loan Parties in other Loan Parties, and additional Investments by Subsidiaries of the Borrower in their parent companies, (C) additional Investments by Foreign Subsidiaries of the Borrower in Loan Parties, (D) additional Investments by Foreign Subsidiaries of the Borrower in other Foreign Subsidiaries of the Borrower, (E) additional Investments by Loan Parties in Designated Foreign Subsidiaries, limited under this clause (E) to an aggregate amount not to exceed $125,000,000 in any fiscal year and (F) additional Investments by Loan Parties in Foreign Subsidiaries of the Borrower which are not Designated Foreign Subsidiaries, limited under this clause (F) to an aggregate amount not to exceed $125,000,000 in any fiscal year;

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(iv) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers, Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and Investments received in compromise or resolution of litigation, arbitration or other disputes;

(v) Guarantees permitted by Section 7.02;

(vi) Investments existing on the date hereof (other than those referred to in Section 7.03(iii)(A));

(vii) Investments by Group Companies in Swap Contracts permitted under Section 7.02(iii);

(viii) the purchase or other acquisition of all or substantially all of the property and assets or business of, any Person or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person that, upon the consummation thereof, will be owned directly by the Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(viii) (each, a “Permitted Acquisition”):

(A) each applicable Loan Party and any such newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the requirements of Section 6.12;

(B) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as conducted or proposed to be conducted by the Borrower and its Subsidiaries on the Closing Date or any reasonable extension thereof or any business substantially related or incidental thereto, in the ordinary course;

(C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to have a Material Adverse Effect (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer of the Borrower);

(D) in the case where, at any time, the Total Leverage Ratio as of the end of the most recent fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 6.01(a) or (b) (1) is equal to or greater than 3.0:1.0, the total cash and non-cash consideration paid by or on behalf of the Borrower and its Subsidiaries for any purchase or other acquisition made pursuant to this Section 7.03(viii) shall, when aggregated with (x) all other purchases and acquisitions made pursuant to this Section 7.03(viii) and (y) the amount of all Share Repurchases made pursuant to Section 7.06(b)(ix) in such fiscal year, not exceed $500,000,000; provided that any Permitted Acquisition made in any fiscal year with the Net Cash Proceeds of the Specified Disposition (as certified

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by the Borrower in writing to the Administrative Agent) may be made without giving effect to the $500,000,000 limit otherwise specified in this clause (y) or (2) is less than 3.0:1.0, the total cash and non-cash consideration paid by or on behalf of the Borrower and its Subsidiaries for purchases or other acquisitions made pursuant to this Section 7.03(viii) shall not be limited in amount;

(E) (x) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (y) immediately after giving effect to any Material Permitted Acquisition, the Borrower and its Subsidiaries shall be in Pro-Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and

(F) all property acquired (whether assets, lines of business, divisions or Equity Interests) by any Group Company will be contributed substantially contemporaneously with its acquisition to one of the Group Companies in compliance with the terms of this Agreement.

(ix) the Borrower may make Share Repurchases to the extent permitted by Section 7.06(b)(ix);

(x) Investments arising out of the receipt by any Group Company of promissory notes and other non-cash consideration for the sale of assets permitted under Section 7.05;

(xi) deposits made to secure the performance of leases, licenses or contracts in the ordinary course of business, and other deposits made in connection with the incurrence of Liens permitted under Section 7.01;

(xii) Investments consisting of Uniform Commercial Code Article 3 endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(xiii) Investments consisting of licensing or contribution of IP Rights with other Persons, in the ordinary course of business;

(xiv) the Transactions;

(xv) advances of payroll payments to employees in the ordinary course of business;

(xvi) Investments in Permitted Joint Ventures in an aggregate amount, determined based on the greater of the book value or the fair market value thereof, not in excess of $50,000,000 in any fiscal year;

(xvii) Investments held by Persons whose Equity Interests or assets are acquired in a Permitted Acquisition after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition;

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(xviii) so long as immediately before and immediately after giving effect to any such Investment, no Event of Default has occurred and is continuing, other Investments by the Group Companies that do not exceed $100,000,000 in any fiscal year;

(xix) the Group Companies may purchase inventory, machinery, equipment and services in the ordinary course of business; and

(xx) other Investments in the nature of a restructuring or reorganization of Subsidiaries of the Borrower made in connection with the Acquisition, as set forth on Schedule 7.03.

To the extent that the making of any Investment could be deemed a use of more than one subsection of this Section 7.03, the Borrower may select the subsection to which such Investment will be deemed a use and in no event shall the same portion of any Investment be deemed a use of or be attributable to more than one subsection.

Section 7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default of the type referred to in Section 8.01(a) exists or any Event of Default would result therefrom:

(i) (A) any Subsidiary may merge with a Loan Party, provided that such Loan Party, shall be the continuing or surviving Person, (B) any Foreign Subsidiary may merge with a Designated Foreign Subsidiary, provided that such Designated Foreign Subsidiary shall be the continuing or surviving Person or (C) any Foreign Subsidiary which is not a Designated Foreign Subsidiary may merge with any other Foreign Subsidiary which is not a Designated Foreign Subsidiary;

(ii) (A) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party, (B) any Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Designated Foreign Subsidiary or (C) any Foreign Subsidiary which is not a Designated Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Foreign Subsidiary which is not a Designated Foreign Subsidiary;

(iii) the Borrower and its Subsidiaries may consummate the Acquisition;

(iv) any Loan Party (other than the Borrower) or any of its Subsidiaries may liquidate, sell, transfer, lease or otherwise Dispose of all or substantially all of its assets if such transaction is not prohibited by Section 7.05 (other than Sections 7.05(iv) and (v)) and otherwise is in compliance with Section 2.05(b)(i);

(v) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (A) the Person surviving such merger shall be a Wholly-Owned Subsidiary of the Borrower and (B) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be (or become) a Loan Party;

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(vi) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving corporation.

In the case of any merger or consolidation permitted by this Section 7.04 of any Subsidiary of the Borrower which is not a Loan Party into a Loan Party, the Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as are required in order for the Loan Parties to be, after giving effect to such transaction, in compliance, or will within the times specified therein be in compliance, with the terms of Section 6.12. Notwithstanding anything to the contrary contained above in this Section 7.04, no action shall be permitted which results in a Change of Control.

Section 7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(i) any Group Company may sell inventory and immaterial assets in the ordinary course of business;

(ii) Dispositions of obsolete or worn out, retired or surplus property, whether now owned or hereafter acquired, in the ordinary course of business;

(iii) Dispositions of equipment or real property to the extent that (A) such property is exchanged for credit against the purchase price of property used or useful in the business of the Borrower and its Subsidiaries (other than inventory and financial assets) or (B) the proceeds of such Disposition are reasonably promptly applied to the purchase price of property used or useful in the business of the Borrower and its Subsidiaries (other than inventory and financial assets);

(iv) Dispositions of property by (A) any Subsidiary to a Loan Party, (B) any Foreign Subsidiary to a Designated Foreign Subsidiary, (C) any Foreign Subsidiary which is not a Designated Foreign Subsidiary to any other Foreign Subsidiary which is not a Designated Foreign Subsidiary or (D) any Loan Party to any Foreign Subsidiary, limited under this clause (D) to Dispositions, the fair market value of which is not in excess of $125,000,000 in any fiscal year;

(v) Dispositions permitted by Section 7.04;

(vi) Dispositions by the Borrower or its Subsidiaries of property pursuant to Sale/Leaseback Transactions permitted under Section 7.16;

(vii) licenses of IP Rights (A) in the ordinary course of business and (B) which do not materially interfere with the business of the Group Companies;

(viii) any Foreign Subsidiary of the Borrower may sell or dispose of Equity Interests in such Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries;

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(ix) the rental, lease or sublease of real property or equipment in the ordinary course of business;

(x) transfers of property subject to Casualty events;

(xi) Dispositions in the ordinary course of business consisting of the abandonment, cancellation, non-renewal or discontinuance of IP Rights which, in the reasonable good faith determination of the Borrower, is desirable in the conduct of the business of the Group Companies and not materially disadvantageous to the interests of the Lenders;

(xii) each Loan Party and each of its Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business;

(xiii) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

(xiv) transactions otherwise permitted under Section 7.01, 7.03 or 7.06;

(xv) to the extent constituting a Disposition, the issuance by the Borrower of its Equity Interests;

(xvi) any Specified Disposition; and

(xvii) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (A) at least 75% of the consideration therefor is in cash, Cash Equivalents or Foreign Cash Equivalents; (B) such transaction does not involve the Disposition of a minority Equity Interest in any Group Company; (C) the aggregate fair market value of all assets Disposed of in all such transactions in reliance on this clause (xvii) shall not exceed $200,000,000 in any fiscal year of the Borrower and shall not exceed $800,000,000 in the aggregate during the term of this Agreement and (D) no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction;

provided, that any Disposition pursuant to this Section 7.05 (except for Dispositions pursuant to Sections 7.05(iv), (v), (viii), (x), (xi), (xii) or (xiii)) shall be for fair market value.

Section 7.06 Restricted Payments, etc. (a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so unless at the time and after giving effect thereto on a Pro-Forma Basis, (i) the Total Leverage Ratio as of the end of the most recent fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 6.01 is less than 3.0:1.0 and (ii) no Default shall have occurred and be continuing.

(b) Notwithstanding the foregoing clause (a):

(i) (A) each Subsidiary may make Restricted Payments to the Borrower or any Loan Party, (B) each Foreign Subsidiary may make Restricted Payments to any Designated Foreign Subsidiary, (C) any Foreign Subsidiary which is not a Designated Foreign Subsidiary may make Restricted Payments to any other Foreign Subsidiary which is not a Designated Foreign Subsidiary or (D) any non-Wholly Owned Subsidiary of the Borrower may make Restricted Payments to (1) the Borrower or any of its Subsidiaries or, (2) so long as no Default shall have occurred and be continuing or would result

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therefrom, any other Person that owns a direct Equity Interest in such Subsidiary, in each case under this clause (D) ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(ii) the Borrower and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (including options and warrants, but excluding Debt Equivalents) of such Person;

(iii) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests;

(iv) provided no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Subsidiaries may pay the cash consideration and issue Equity Interests in connection with the consummation of the Acquisition (including any cash payments in respect of dissenter’s rights);

(v) provided no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or taxes payable in connection with the vesting or exercise of such stock options or warrants;

(vi) provided no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Subsidiaries may purchase their Equity Interests from any of their current or former officers, directors, employees, managers or consultants upon the death, disability, resignation, retirement or termination of employment of such officers, directors, employees, managers or consultants pursuant to any direct or equity plan, employee or direct or stock option plan or any other employee or director incentive plan, in an aggregate amount not to exceed $10,000,000 in any fiscal year;

(vii) provided no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;

(viii) provided no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing or would result therefrom, the payment of any dividend or distribution within 60 days after the date of declaration thereof, if on the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Default had occurred and was continuing on the date of declaration; and

(ix) provided no Default shall have occurred and be continuing or would result therefrom, the Borrower may make Share Repurchases in any fiscal year in an amount which, when aggregated with the amount of all Permitted Acquisitions made pursuant to Section 7.03(viii)(D) in such fiscal year, shall not exceed $500,000,000.

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Section 7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted or proposed to be conducted by the Borrower and its Subsidiaries on the date hereof or any reasonable extension thereof or any business substantially related or incidental thereto.

Section 7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such of its Subsidiaries (or, in the case of a transaction involving a Loan Party and a Subsidiary that is not a Loan Party, to such Loan Party) as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (i) transactions between or among Loan Parties; (ii) transactions between or among Subsidiaries of the Borrower that are not Loan Parties, (iii) transactions expressly permitted by Section 7.01, 7.02, 7.03, 7.04, 7.05 or 7.06, (iv) transactions described on Schedule 7.08, (v) the payment of customary directors’ fees and indemnification and reimbursement of expenses to directors, officers and employees; (vi) the issuance of stock and stock options pursuant to the Borrower’s stock option plans and stock purchase plans and (vii) reasonable compensation paid to officers and employees in their capacity as such.

Section 7.09 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (A) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, (B) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (C) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; except in each case for prohibitions or restrictions existing under or by reason of:

(i) applicable Law;

(ii) restrictions in effect on the date of this Agreement contained in the agreements governing the Existing Debt and the other agreements set forth on Schedule 7.09, in each case, as in effect on the date of this Agreement, and, with respect to the Existing Debt, contained in any modification, refinancing, refunding, renewal or extension thereof permitted by Section 7.02(v);

(iii) restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Sections 7.02(vii), (ix) and (xii) to the extent that such restrictions apply only to the property or assets securing such Indebtedness;

(iv) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, licenses and sales contracts (provided that such restrictions are limited to the agreement itself or the property or assets secured by such Liens or the property or assets subject to such leases, licenses or sales contracts, as the case may be);

(v) any restriction or encumbrance with respect to any asset which arises in connection with the Disposition of such asset, if such Disposition is otherwise permitted under Section 7.05;

(vi) restrictions in any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; and

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(vii) customary provisions in joint venture or similar agreements in connection with joint ventures otherwise permitted under Section 7.03 and applicable solely to such joint ventures.

Section 7.10 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to (a) purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose or (b) finance all or any portion of any Permitted Acquisition (or any related costs or expenses) preceded by, or effected pursuant to, a hostile offer.

Section 7.11 Financial Covenants.

(a) Total Leverage Ratio. Permit the Total Leverage Ratio of the Borrower and its Consolidated Subsidiaries as of the end of any fiscal quarter of the Borrower set forth below to be greater than the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter Ending	Maximum Total Leverage Ratio
March 31, 2009	4.25x
June 30, 2009	4.00x
September 30, 2009	4.00x
December 31, 2009	3.75x
March 31, 2010	3.75x
June 30, 2010	3.25x
September 30, 2010	3.25x
December 31, 2010 and each fiscal quarter thereafter	3.00x

(b) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio of the Borrower and its Consolidated Subsidiaries as of the end of any fiscal quarter of the Borrower (beginning with the fiscal quarter ending March 31, 2009) to be less than 1.75 to 1.0.

Section 7.12 Amendment of Organization Documents. Amend any of its Organization Documents in any manner that is materially adverse to the interests of the Lenders.

Section 7.13 Accounting Changes. Make any change in (i) accounting policies or reporting practices, except as required by GAAP, as in effect from time to time, or (ii) fiscal year; provided that ABI may change the end of its fiscal year to December 31.

Section 7.14 Prepayments of Indebtedness, etc. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (i) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (ii) prepayment of the Existing Convertible Securities and (iii) prepayments or redemptions of Indebtedness incurred in accordance with Section 7.02 (other than any Indebtedness, the payment of which is subordinated to the prior payment in full of the Senior Credit Obligations).

Section 7.15 Amendments of Acquisition Documents and Indebtedness. (a)(i) Cancel or terminate any Acquisition Document or consent to or accept any cancellation or termination thereof, (ii) amend, modify or change in any manner any term or

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condition of any Acquisition Document or give any consent, waiver or approval thereunder, (iii) waive any default under or any breach of any term or condition of any Acquisition Document, (iv) take any other action in connection with any Acquisition Document that would impair the value of the interest or rights of any Loan Party thereunder or that would impair the rights or interests of the Administrative Agent or any Lender, in the each case under this clause (a), in a manner materially adverse to the Lenders or (b) amend, modify or change in any manner any term or condition of any Indebtedness set forth on Schedule 7.02, except for any modification, refinancing, refunding, renewal or extension thereof permitted by Section 7.02(v).

Section 7.16 Sale and Leaseback Transactions. Enter into or effect any Sale/Leaseback Transaction; provided, however, that the Group Companies may enter into Sale/Leaseback Transactions (x) with respect to Sale/Leaseback Transactions among the Group Companies, the Attributable Indebtedness in respect of which is permitted to be incurred pursuant to Section 7.02(vii) and (y) otherwise, in an aggregate amount of up to $150,000,000 in sales proceeds per fiscal year and in an aggregate amount of up to $400,000,000 during the term of this Agreement, in each case, if (i) after giving effect on a Pro-Forma Basis to any such transaction the Borrower shall be in compliance with all other provisions of this Agreement, including Section 7.01 and Section 7.02 and (ii) the gross cash proceeds of any such transaction are at least equal to the fair market value of such property (as determined in good faith by the Borrower or such Group Company).

Section 7.17 Independence of Covenants. All covenants contained herein shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that such action or condition would be permitted by an exception to, or otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default if such action is taken or condition exists.

Section 7.18 Competing Debt Offerings. Without the consent of the Administrative Agent, offer, place or arrange, or permit any of its Subsidiaries to offer, place or arrange, any debt securities or bank financing by or on behalf of any of the Group Companies during the period from the Closing Date to the Syndication Date that could, in any case, reasonably be expected to disrupt or materially interfere with the orderly syndication of the Facilities.

ARTICLE VIII

DEFAULTS

Section 8.01 Events of Default. An Event of Default shall exist upon the occurrence of any of the following specified events or conditions (each an “Event of Default”):

(a) Non-Payment. The Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations (to the extent required hereunder), or (ii) pay within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) pay within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document.

(b) Covenants. Any Loan Party shall:

(i) default in the due performance or observance of any term, covenant or agreement contained in Section 6.01, 6.02, 6.03(i), 6.03(ii) or Article VII; or

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(ii) default in the due performance or observance by it of any term, covenant or agreement contained in Article VI (other than those referred to in subsection (a) or (b)(i) of this Section 8.01) and such default shall continue unremedied for a period of five Business Days after the earlier of an executive officer of a Loan Party becoming aware of such default or notice thereof given by the Administrative Agent; or

(iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsection (a) or (b)(i) or (ii) of this Section 8.01) contained in this Agreement and such default shall continue unremedied for a period of 30 days after the earlier of a Responsible Officer of a Loan Party becoming aware of such default or notice thereof given by the Administrative Agent.

(c) Other Loan Documents. Any Loan Party shall default in the due performance or observance of any term, covenant or agreement (other than those referred to in subsection (a) or (b) of this Section 8.01) in any of the other Loan Documents and such default shall continue unremedied for a period of 30 days after the earlier of an executive officer of a Loan Party becoming aware of such default or notice thereof given by the Administrative Agent.

(d) Representations and Warranties. Any representation, warranty or statement made or deemed to be made by any Loan Party herein, in any of the other Loan Documents, or in any document or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was made or deemed to have been made.

(e) Cross-Default.

(i) any Loan Party or any Subsidiary thereof (A) fails to make payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), regardless of amount, in respect of any Indebtedness or Guarantee (other than in respect of (x) Indebtedness outstanding under the Loan Documents and (y) Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, in each case under this clause (A), other than with respect to the payment of principal or interest, beyond the expiration of the grace or cure period, if any, provided therefor, (B) fails to perform or observe any other condition or covenant, or any other event shall occur or condition shall exist, under any agreement or instrument relating to any such Indebtedness or Guarantee, if the effect of such failure, event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness or Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, such Indebtedness to be declared to be due and payable prior to its stated maturity, or such Guarantee to become payable, or cash collateral in respect thereof to be demanded or (C) shall be required by the terms of such Indebtedness or Guarantee to offer to prepay or repurchase such Indebtedness or the primary Indebtedness underlying such Guarantee (or any portion thereof) prior to the stated maturity thereof; or

(ii) there occurs under any Swap Contract or Swap Obligation (A) an Early Termination Date (as defined in such Swap Contract) resulting from any failure by any Group Company to perform or observe any condition or covenant in such Swap Contract or Swap Obligation to which such Group Company is a party and, in such case, the Swap Termination Value owed by a Group Company as a result thereof is greater than the Threshold Amount or (B) any Termination Event (as so defined) as to which any Group Company is an Affected Party (as so defined), and in such case, the Swap Termination Value owed by a Group Company as a result thereof is greater than the Threshold Amount and is not paid when due.

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(f) Insolvency Proceedings. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days without being dismissed; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding.

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy.

(h) Judgments. There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect.

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, (ii) there shall exist an amount of Unfunded Pension Liabilities, individually or in the aggregate, (excluding for purposes of such computation any Pension Plans and Foreign Plans with respect to which assets exceed benefit liabilities) in an aggregate amount in excess of the Threshold Amount, (iii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount, or (iv) any event has occurred or condition exists with respect to any Foreign Plan that has resulted or could result in any Foreign Plan being ordered or required to be wound up in whole or in part pursuant to any applicable laws or having any applicable registration revoked or refused for the purposes of any applicable pension benefits or tax laws or being placed under the administration of the relevant pension benefits regulatory authority or being required to pay any taxes or penalties under applicable pension benefits and tax laws and which could reasonably be expected to have a Material Adverse Effect.

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Senior Credit Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document.

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(k) Change of Control. A Change of Control shall occur.

(l) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.12 or 6.19 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected (to the extent such perfection is required) first priority Lien (subject to Liens permitted by Section 7.01) on the Collateral purported to be covered thereby.

Section 8.02 Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(iv) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Finance Obligations shall be applied by the Administrative Agent in the following order:

FIRST, to payment of that portion of the Finance Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

SECOND, to payment of that portion of the Finance Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges

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and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

THIRD, to payment of that portion of the Finance Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Senior Credit Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

FOURTH, to payment of that portion of the Finance Obligations constituting unpaid principal of the Loans, L/C Borrowings and amounts then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;

FIFTH, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and

LAST, the balance, if any, after all of the Finance Obligations (other than unasserted contingent indemnification obligations) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Finance Obligations, if any, in the order set forth above.

Notwithstanding the foregoing, Finance Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE IX

AGENCY PROVISIONS

Section 9.01 Appointment and Authority.

(a) Administrative Agent. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

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(b) Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent (and, where the laws of the place of incorporation of any Subsidiary permit or require, as trustee) of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Finance Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law; and

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall

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believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or a L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or a L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower (and, so long as no Event of Default then exists, the Borrower shall have the right to consent to any such successor, with such consent not to be unreasonably withheld or delayed) to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower, the Lenders and the L/C Issuer that no qualifying Person has accepted such

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appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agents’ resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and as the Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of Bank of America as a retiring L/C Issuer and as the Swing Line Lender, (ii) Bank of America, as a retiring L/C Issuer and as the Swing Line Lender, shall be discharged from all of its duties and obligations in such capacities hereunder or under the other Loan Documents and (iii) a successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by Bank of America outstanding at the time of such succession or make other arrangements satisfactory to Bank of America as a retiring L/C Issuer to effectively assume the obligations of Bank of America as issuer of such Letters of Credit.

Section 9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, Joint Book Managers, Co-Syndication Agents or Co-Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or a L/C Issuer hereunder.

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Section 9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Senior Credit Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Finance Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.10 Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion:

(i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01;

(ii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and

(iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(ii), (ix), (x) or (xvi).

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Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Section 9.11 Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth herein or in any Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Finance Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Finance Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

Section 9.12 Special Provisions Relating to Collateral Security Matters.

(a) The Kingdom of the Netherlands, and Japan. The Borrower irrevocably and unconditionally undertakes, and shall cause each other Loan Party to irrevocably and unconditionally undertake (and to the extent necessary undertakes in advance (for purposes of interpretation under laws of The Kingdom of the Netherlands, ‘in advance’ being bij voorbaat)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Borrower and each other Loan Party to any Secured Party under any Finance Document as and when those amounts are due. The Borrower (on behalf of itself and each other Loan Party), the Administrative Agent, the Lenders (including in their capacities as potential Cash Management Banks and potential Hedge Banks) and the L/C Issuer acknowledge that the obligations of each Loan Party under this Section 9.12(a) are several and are separate and independent (for purposes of interpretation under laws of The Kingdom of the Netherlands, ‘separate and independent’ being eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Lenders (including in their capacities as potential Cash Management Banks and potential Hedge Banks) and the L/C Issuer under any Finance Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under this Section 9.12(a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that (i) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged, (ii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged and (iii) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt. For purposes of this Section 9.12(a), the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party, and its claims in respect of each Parallel Debt shall not be held on trust. The security rights granted under the Collateral Documents to the Collateral Agent to secure each Parallel Debt are granted to the Collateral Agent in its capacity as sole creditor of each Parallel Debt. All monies received or recovered by the

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Collateral Agent pursuant to this Section 9.12(a), and all amounts received or recovered by the Collateral Agent from or by the enforcement of any security rights granted under the Collateral Documents granted to secure each Parallel Debt, shall be applied in accordance with the provisions of this Agreement. Without limiting or affecting the Collateral Agent’s rights against the Loan Parties (whether under this Section 9.12(a) or under any other provision of the Finance Documents), the Borrower (on behalf of itself and each other Loan Party) acknowledges that (i) nothing in this Section 9.12(a) shall impose any obligation on the Collateral Agent to advance any sum to any Loan Party or otherwise under any Finance Document, except in its capacity as Lender and (ii) for the purpose of any vote taken under any Finance Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. For the avoidance of doubt, (i) the Parallel Debt of each Loan Party will become due and payable (for purposes of interpretation under laws of The Kingdom of the Netherlands, ‘due and payable’ being opeisbaar) at the same time its Corresponding Debt becomes due and payable, (ii) without prejudice to Section 2.05(a), a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the Collateral Agent or the security rights granted under the Collateral Documents are enforced by the Collateral Agent and (iii) to the extent relevant to the collateral governed by Japanese law, the relationship between the Corresponding Debt and the Parallel Debt shall by no means be deemed as the “Alternative Obligation” as stipulated in Article 406 of the Civil Code of Japan (Act No.89 of 1986, as amended).

(b) Germany. (i) Without limiting Section 9.01(b), each Lender (including in its capacity as a potential Cash Management Bank and a potential Hedge Bank) that is or will become party to this Agreement hereby appoints the Administrative Agent as trustee (Treuhaender) and administrator for the purpose of holding on trust (Treuhand), administering, enforcing and releasing the German Security (as defined below) for the benefit of the Secured Parties, (ii) the Administrative Agent accepts its appointment as a trustee and administrator of the German Security on the terms and subject to the conditions set out in this Agreement and (iii) the Lenders (including in their capacities as potential Cash Management Banks and potential Hedge Banks), the Administrative Agent and all other parties to this Agreement agree that, in relation to the German Security, no Secured Party other than the Administrative Agent shall exercise any independent power to enforce any German Security or take any other action in relation to the enforcement of the German Security, or make or receive any declarations in relation thereto. The Administrative Agent shall hold and administer any German Security which is security assigned, transferred or pledged under German law to it as a trustee for the benefit of the Secured Parties. Each Lender (including in its capacity as a potential Cash Management Bank and a potential Hedge Bank) hereby instructs the Administrative Agent (with the right of sub-delegation) to enter into any documents evidencing German Security and to make and accept all declarations and take all actions as it considers necessary or useful in connection with any German Security on behalf of the Secured Parties. The Administrative Agent shall further be entitled to rescind, release, amend and/or execute new and different documents securing the German Security. The Lenders (including in their capacities as potential Cash Management Banks and a potential Hedge Banks) and the Administrative Agent agree that all rights and claims constituted by the abstract acknowledgement of indebtedness pursuant to Section 9.12(b)(ii) and Section 5.13 of the Guaranty and all proceeds held by the Administrative Agent pursuant to or in connection with such abstract acknowledgement of indebtedness are held by the Administrative Agent with effect from the date of such abstract acknowledgement of indebtedness in trust for the Secured Parties and will be administered in accordance with this Agreement and the other Loan Documents. The Secured Parties and the Administrative Agent agree further that the respective Loan Party’s obligations under such abstract acknowledgement of indebtedness shall not increase the total amount of the Secured Obligations (as defined in the respective agreement governing German Security) and shall not result in any additional liability of any of the Loan Parties or otherwise prejudice the rights of any of the Loan Parties. Accordingly, payment of the obligations under such abstract acknowledgement of indebtedness shall, to the same extent, discharge the corresponding Secured Obligations and vice versa. As used in this Section 9.12(b), the term “German Security” means those assets which are subject of any security document governed by German law.

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(ii) Notwithstanding any other provision of this Agreement, the Borrower hereby irrevocably and unconditionally agrees and covenants with the Administrative Agent by way of an abstract acknowledgement of indebtedness (abstraktes Schuldversprechen) that it owes to the Administrative Agent as creditor in its own right and not as a representative of the other Secured Parties, sums equal to, and in the currency of, each amount payable by the Borrower to each of the Secured Parties under each of the Finance Documents as and when that amount falls due for payment under the relevant Finance Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting the Borrower, to preserve its entitlement to be paid that amount.

ARTICLE X

MISCELLANEOUS

Section 10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent or ratification of the Required Lenders or such other number or percentage of Lenders as may be specified herein) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that (x) the Administrative Agent and the Borrower may, with the consent of the other, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, typographical error, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any Lender or any L/C Issuer, (y) the Administrative Agent and the applicable Loan Parties may amend the Guaranty and Collateral Documents to the extent required by Section 2.14(i) and (z) no such amendment, waiver or consent shall:

(i) waive any condition set forth in Section 4.01 (other than Section 4.01(b) or (c)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;

(ii) without limiting the generality of clause (i) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders, the Required Term A Lenders or the Required Term B Lenders, as the case may be;

(iii) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(iv) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;

(v) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any

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obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(vi) change (A) Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (B) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (x) if such Facility is the Term A Facility, the Required Term A Lenders, (y) if such Facility is the Term B Facility, the Required Term B Lenders and (z) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;

(vii) change (A) any provision of this Section 10.01 or the definition of “Required Lenders” or “Super-Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (B) of this Section 10.01(vii)), without the written consent of each Lender or (B) the definition of “Required Revolving Lenders,” “Required Term A Lenders,” or “Required Term B Lenders” without the written consent of each Lender under the applicable Facility;

(viii) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(ix) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);

(x) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (A) if such Facility is the Term A Facility, the Required Term A Lenders, (B) if such Facility is the Term B Facility, the Required Term B Lenders and (C) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;

(xi) effect any waiver of the conditions to funding any Revolving Loan or Swing Line Loan or to issuing any Letter of Credit in each case after the Closing Date, without the prior written consent of Lenders having in the aggregate at least a majority of the outstanding principal amount of Revolving Credit Loans, L/C Obligations and unused Revolving Credit Commitments; or

(xii) amend Section 1.10 or the definition of “Alternative Currency” without the prior written consent of each Revolving Credit Multicurrency Lender;

and provided, further, that: (i) no amendment, waiver or consent shall, unless in writing and signed by each applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this

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Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (v) no amendment, waiver or consent with respect to Section 8.01(k) or the definition of “Change of Control” (or any component definition contained therein) shall be effective unless in writing and signed by the Super-Majority Lenders. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender under a Facility or the Facilities or the Super-Majority Lenders and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant thereto).

Section 10.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, a L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or L/C Issuer pursuant to Article II if such Lender or L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, “Agent Parties”) have any liability to the Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through electronic telecommunications or other information transmission systems, except for direct or “economic” (as such term is used in Title 18, United States Code, Section 1030(g)) (as opposed to special, indirect, consequential or punitive) losses, claims, damages, liabilities or expenses to the extent that such losses, claims, damages, liabilities or expenses (x) are determined by a court of competent jurisdiction by a final an nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Agent Party or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document in respect of Borrower Materials made available through electronic telecommunications or other information transmission systems, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to such direct or “economic” damages).

(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, each L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

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(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of the Borrower or any other Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or L/C Issuer or by the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13) or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),

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(ii) all reasonable and documented out-of-pocket expenses incurred by any L/ C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Group Company, or any Environmental Liability related in any way to any Group Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to the foregoing brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing but without affecting the Borrower’s continuing payment obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), each L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or an L/C Issuer in connection with such capacity; provided, further that the obligation to indemnify the L/C Issuer under this Section 10.04(c) shall be limited to Revolving Credit Lenders only. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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(d) Waiver of Consequential Damages. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Senior Credit Obligations.

Section 10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower or any other Loan Party is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (ii) each Lender and L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (ii) of the preceding sentence shall survive the payment in full of the Senior Credit Obligations and the termination of this Agreement.

Section 10.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of either Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Term Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;

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(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (which fee shall in no event be payable by the Loan Parties); provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

(vii) Transfers by Initial Lenders. All assignments by Bank of America, UBS Loan Finance LLC and Morgan Stanley Senior Funding, Inc. shall, be subject to the provisions of Section 5 of the letter agreement specified in clause (i) of the defined term “Fee Letter”.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (y) of the first proviso to Section 10.01 that affects such Participant (other than clause (vi) thereof). Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) Limitation Upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

(f) Certain Pledges. Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Resignation as an L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as an L/C Issuer or the Swing Line Lender, as the case may be. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it which remain outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to

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Section 2.03(c)). If Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the retiring L/C Issuer and remaining outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Section 10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed: (i) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (iv) to any other party hereto; (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions at least as restrictive as those of this Section, to (A) any assignee or pledgee of or Participant in, or any prospective assignee or pledgee of or Participant in, any of its rights or obligations under this Agreement, or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to Loan Parties received by it from the Administrative Agent, the L/C Issuer or any Lender, (viii) with the consent of the Borrower or (ix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, each of the Administrative Agent, the Lenders and the L/C Issuer may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Administrative Agent, the Lenders, and the L/C Issuer in connection with the administration and management of this Agreement and the other Loan Documents.

For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries or any of their respective partners, directors, officers, employees, agents, trustees, advisors or representatives relating to the Borrower or any such Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender or L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any such Subsidiary or any of their respective partners, directors, officers, employees, agents, trustees, advisors or representatives; provided that, in the case of information received from the Borrower or any of its Subsidiaries or any of their respective partners, directors, officers, employees, agents, trustees, advisors or representatives after the date hereof, such information is clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised

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the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, any Agent and any Lender may place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or otherwise describing the names of the Loan Parties, or any of them, and the amount, type and closing date of such transactions, all at their sole expense.

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may include material non-public information concerning the Borrower or one or more of its Subsidiaries, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with applicable Laws, including Federal and state securities Laws.

Section 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or an L/C Issuer, irrespective of whether or not such Lender or L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 10.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

Section 10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Senior Credit Obligations hereunder.

Section 10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating

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to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that the Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Senior Credit Obligation shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender’s obligations to make, continue or convert to Eurocurrency Rate Loans has been suspended pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii) in the case of any assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

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(iv) such assignment does not conflict with applicable Laws. In the case of any replacement of Lenders under the circumstances described in last paragraph of Section 10.01, the applicable amendment, waiver, discharge or termination that the Borrower has requested shall become effective upon giving effect to such replacement (and any related Assignment and Assumptions required to be effected in connection therewith in accordance with this Section 10.13).

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 10.14 Governing Law; Jurisdiction Etc.

(a) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(b) Submission to Jurisdiction. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY LOAN PARTY, THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) Waiver of Venue. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) Service of Process. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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Section 10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Joint Lead Arranger, each Co-Syndication Agent, each Co-Documentation Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Joint Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents for the Lenders have any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Joint Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Joint Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents for the Lenders have any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Joint Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 10.17 Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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Section 10.18 USA Patriot Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act.

Section 10.19 Judgment Currency.

(a) The obligations of the Loan Parties hereunder and under the other Loan Documents to make payments in a specified 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 such tender or recovery results in the effective receipt by a Secured Party of the full amount of the Obligation Currency expressed to be payable to it under this Agreement or another Loan Document. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from 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 (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the Business Day immediately preceding the date on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees to pay, or cause to be paid, or remit, or cause to be remitted, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining any rate of exchange or currency equivalent for this Section 10.19, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

LIFE TECHNOLOGIES CORPORATION
By:	/s/ David H. Smith
Name:	David H. Smith
Title:	Authorized Officer

S-1

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

BANK OF AMERICA, N.A.,     as L/C Issuer
By:	/s/ John C. Plecque
Name:	John C. Plecque
Title:	Senior Vice President
BANK OF AMERICA, N.A.,     as Swing Line Lender
By:	/s/ John C. Plecque
Name:	John C. Plecque
Title:	Senior Vice President
BANK OF AMERICA, N.A.,     as Administrative Agent
By:	/s/ Tiffany Shin
Name:	Tiffany Shin
Title:	Assistant Vice President

S-2

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

UBS SECURITIES LLC,     as Co-Syndication Agent
By:	/s/ Richard L. Tavrow
Name:	Richard L. Tavrow
Title:	Director
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director

S-3

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

MORGAN STANLEY SENIOR FUNDING, INC.,     as Co-Syndication Agent
By:	/s/ Peter Zippelius
Name:	Peter Zippelius
Title:	Vice President

S-4

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

DnB NOR BANK ASA,     as Co-Documentation Agent
By:	/s/ Thomas Tangen
Name:	Thomas Tangen
Title:	First Vice President
By:	/s/ Phil Kurpiewski
Name:	Phil Kurpiewski
Title:	Senior Vice President

S-5

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

THE BANK OF NOVA SCOTIA,     as Co-Documentation Agent
By:	/s/ Paula Czach
Name:	Paula Czach
Title:	Director Execution

S-6

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
UBS LOAN FINANCE LLC
By:	/s/ Richard L. Tavrow
Name:	Richard L. Tavrow
Title:	Director
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director
NAME OF INSTITUTION:
MORGAN STANLEY BANK, N.A.
By:	/s/ Dawn Clark
Name:	Dawn Clark
Title:	Authorized Signatory
NAME OF INSTITUTION:
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/ Bruce H. Mendelsohn
Name:	Bruce H. Mendelsohn
Title:	Authorized Signatory

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
BANK OF THE WEST
By:	/s/ Kristian T. Ilkov
Name:	Kristian T. Ilkov
Title:	Vice President
NAME OF INSTITUTION:
THE NORTHERN TRUST COMPANY
By:	/s/ John E. Burda
Name:	John E. Burda
Title:	Senior Vice President
NAME OF INSTITUTION:
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By:	/s/ Katherina Bennett
Name:	Katherina Bennett
Title:	Authorised Signatory
By:	/s/ Lisa Stewart
Name:	Lisa Stewart
Title:	Authorised Signatory

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY
By:	/s/ Henry Hsieh
Name:	Henry Hsieh
Title:	Assistant Vice President
NAME OF INSTITUTION:
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Douglas Weir
Name:	Douglas Weir
Title:	Director
By:	/s/ Ming K. Chu
Name:	Ming K. Chu
Title:	Vice President
NAME OF INSTITUTION:
BANK OF AMERICA, N.A.
By:	/s/ John C. Plecque
Name:	John C. Plecque
Title:	Senior Vice President

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Glenn Fortin
Name:	Glenn Fortin
Title:	Vice President
NAME OF INSTITUTION:
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By:	/s/ Werner Schmidbauer
Name:	Werner Schmidbauer
Title:	Senior Vice President
By:	/s/ Matthew Havens
Name:	Matthew Havens
Title:	Assistant Treasurer
NAME OF INSTITUTION:
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Stuart Noel
Name:	Stuart Noel
Title:	Banking Officer

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
By:	/s/ Beverley Chen
Name:	Beverley Chen
Title:	VP & General Manager
NAME OF INSTITUTION:
PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Philip K. Liebscher
Name:	Philip K. Liebscher
Title:	Senior Vice President
NAME OF INSTITUTION:
RAYMOND JAMES BANK, FSB
By:	/s/ Joseph A. Ciccolini
Name:	Joseph A. Ciccolini
Title:	Vice President – Senior Corporate Banker
NAME OF INSTITUTION:
E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
By:	/s/ Benjamin Lin
Name:	Benjamin Lin
Title:	EVP & General Manager

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
MIZUHO CORPORATE BANK, LTD.
By:	/s/ Raymond Ventura
Name:	Raymond Ventura
Title:	Deputy General Manager
NAME OF INSTITUTION:
FIRST COMMERCIAL BANK, LOS ANGELES BRANCH
By:	/s/ Larry Jen-Yu Lai
Name:	Larry Jen-Yu Lai
Title:	SAVP & Deputy General Manager
NAME OF INSTITUTION:
BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH
By:	/s/ Shelley He
Name:	Shelley He
Title:	Deputy General Manager
NAME OF INSTITUTION:
HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Steven T. Brennan
Name:	Steven T. Brennan
Title:	First Vice President SC 15219

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
ABN AMRO BANK N.V.
By:	/s/ Michele Costello
Name:	Michele Costello
Title:	Director
By:	/s/ Marc Brondyke
Name:	Marc Brondyke
Title:	Associate
NAME OF INSTITUTION:
DnB NOR BANK ASA
By:	/s/ Thomas Tangen
Name:	Thomas Tangen
Title:	First Vice President
By:	/s/ Phil Kurpiewski
Name:	Phil Kurpiewski
Title:	First Vice President

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
DZ BANK AG DEUTSCHE ZENTRAL- GENOSSENSCHAFTSBANK FRANKFURT AM MAIN NEW YORK BRANCH
By:	/s/ Norah McCann
Name:	Norah McCann
Title:	SVP
By:	/s/ Cedric Probst
Name:	Cedric Probst
Title:	VP
NAME OF INSTITUTION:
PT. BANK NEGARA INDONESIA (PERSERO) TBK NEW YORK AGENCY
By:	/s/ Pieter Siadari
Name:	Pieter Siadari
Title:	General Manager
By:	/s/ Jerry Phillips
Name:	Jerry Phillips
Title:	Credit Manager

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
FIFTH THIRD BANK
By:	/s/ Jeff Thieman
Name:	Jeff Thieman
Title:	Vice President
NAME OF INSTITUTION:
MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., LOS ANGELES BRANCH
By:	/s/ Chia Jang Liu
Name:	Chia Jang Liu
Title:	SVP & General Manager
NAME OF INSTITUTION:
WELLS FARGO BANK
By:	/s/ Vanessa Sheh Meyer
Name:	Vanessa Sheh Meyer
Title:	Senior Vice President
NAME OF INSTITUTION:
THE BANK OF NOVA SCOTIA
By:	/s/ Paula Czach
Name:	Paula Czach
Title:	Director, Execution

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
CALYON NEW YORK BRANCH
By:	/s/ Thomas Randolph
Name:	Thomas Randolph
Title:	Managing Director
By:	/s/ Priya Vrat
Name:	Priya Vrat
Title:	Director
NAME OF INSTITUTION:
BNP PARIBAS
By:	/s/ Katherine Wolfe
Name:	Katherine Wolfe
Title:	Managing Director
By:	/s/ Sandy Bertram
Name:	Sandy Bertram
Title:	Vice President
NAME OF INSTITUTION:
CITIBANK, N.A.
By:	/s/ Henry Schwake
Name:	Henry Schwake
Title:	Managing Director

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS BRANCH
By:	/s/ Francois Delangle
Name:	Francois Delangle
Title:	Vice President
By:	/s/ Rainer Bucher
Name:	Rainer Bucher
Title:	Senior Credit Analyst
NAME OF INSTITUTION:
INTESA SANPAOLO S.p.A.
By:	/s/ Robert Wurster
Name:	Robert Wurster
Title:	SVP
By:	/s/ D. Mara Lowenstein
Name:	D. Mara Lowenstein
Title:	General Counsel & V.P.

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
ALLIED IRISH BANKS, PLC
By:	/s/ Shane O’Driscoll
Name:	Shane O’Driscoll
Title:	Assistant Vice President
By:	/s/ Keith Hamilton
Name:	Keith Hamilton
Title:	Assistant Vice President
NAME OF INSTITUTION:
KfW IPEX-BANK GmbH
By:	/s/ Dr. Axel Radü
Name:	Dr. Axel Radü
Title:	Senior Vice President
By:	/s/ Christoph Seibert
Name:	Christoph Seibert
Title:	Senior Project Manager
NAME OF INSTITUTION:
JPMORGAN CHASE BANK N.A.
By:	/s/ Sanjna R. Daphtary
Name:	Sanjna R. Daphtary
Title:	Vice President

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Dollar Lender
Signature Page
NAME OF INSTITUTION:
SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ Leo E. Pagarigan
Name:	Leo E. Pagarigan
Title:	General Manager

S-7

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Multicurrency Lender
Signature Page
NAME OF INSTITUTION:
UBS LOAN FINANCE LLC
By:	/s/ Richard L. Tavrow
Name:	Richard L. Tavrow
Title:	Director
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director
NAME OF INSTITUTION:
MORGAN STANLEY BANK, N.A.
By:	/s/ Dawn Clark
Name:	Dawn Clark
Title:	Authorized Signatory
NAME OF INSTITUTION:
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/ Bruce H. Mendelsohn
Name:	Bruce H. Mendelsohn
Title:	Authorized Signatory

S-8

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Multicurrency Lender
Signature Page
NAME OF INSTITUTION:
BANK OF THE WEST
By:	/s/ Kristian T. Ilkov
Name:	Kristian T. Ilkov
Title:	Vice President
NAME OF INSTITUTION:
THE NORTHERN TRUST COMPANY
By:	/s/ John E. Burda
Name:	John E. Burda
Title:	Senior Vice President
NAME OF INSTITUTION:
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By:	/s/ Katherina Bennett
Name:	Katherina Bennett
Title:	Authorised Signatory
By:	/s/ Lisa Stewart
Name:	Lisa Stewart
Title:	Authorised Signatory

S-8

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Multicurrency Lender
Signature Page
NAME OF INSTITUTION:
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Douglas Weir
Name:	Douglas Weir
Title:	Director
By:	/s/ Ming K. Chu
Name:	Ming K. Chu
Title:	Vice President
NAME OF INSTITUTION:
BANK OF AMERICA, N.A.
By:	/s/ John C. Plecque
Name:	John C. Plecque
Title:	Senior Vice President
NAME OF INSTITUTION:
UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Glenn Fortin
Name:	Glenn Fortin
Title:	Vice President

S-8

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Multicurrency Lender
Signature Page
NAME OF INSTITUTION:
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By:	/s/ Werner Schmidbauer
Name:	Werner Schmidbauer
Title:	Senior Vice President
By:	/s/ Matthew Havens
Name:	Matthew Havens
Title:	Assistant Treasurer
NAME OF INSTITUTION:
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Stuart Noel
Name:	Stuart Noel
Title:	Banking Officer
NAME OF INSTITUTION:
PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Philip K. Liebscher
Name:	Philip K. Liebscher
Title:	Senior Vice President

S-8

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Multicurrency Lender
Signature Page
NAME OF INSTITUTION:
MIZUHO CORPORATE BANK, LTD.
By:	/s/ Raymond Ventura
Name:	Raymond Ventura
Title:	Deputy General Manager
NAME OF INSTITUTION:
HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Steven T. Brennan
Name:	Steven T. Brennan
Title:	First Vice President SC 15219
NAME OF INSTITUTION:
ABN AMRO BANK N.V.
By:	/s/ Michele Costello
Name:	Michele Costello
Title:	Director
By:	/s/ Marc Brondyke
Name:	Marc Brondyke
Title:	Associate

S-8

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Multicurrency Lender
Signature Page
NAME OF INSTITUTION:
DnB NOR BANK ASA
By:	/s/ Thomas Tangen
Name:	Thomas Tangen
Title:	First Vice President
By:	/s/ Phil Kurpiewski
Name:	Phil Kurpiewski
Title:	First Vice President
NAME OF INSTITUTION:
DZ BANK AG DEUTSCHE ZENTRAL- GENOSSENSCHAFTSBANK FRANKFURT AM MAIN NEW YORK BRANCH
By:	/s/ Norah McCann
Name:	Norah McCann
Title:	SVP
By:	/s/ Cedric Probst
Name:	Cedric Probst
Title:	VP
NAME OF INSTITUTION:
WELLS FARGO BANK
By:	/s/ Vanessa Sheh Meyer
Name:	Vanessa Sheh Meyer
Title:	Senior Vice President

S-8

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Multicurrency Lender
Signature Page
NAME OF INSTITUTION:
THE BANK OF NOVA SCOTIA
By:	/s/ Paula Czach
Name:	Paula Czach
Title:	Director, Execution
NAME OF INSTITUTION:
CALYON NEW YORK BRANCH
By:	/s/ Thomas Randolph
Name:	Thomas Randolph
Title:	Managing Director
By:	/s/ Priya Vrat
Name:	Priya Vrat
Title:	Director
NAME OF INSTITUTION:
BNP PARIBAS
By:	/s/ Katherine Wolfe
Name:	Katherine Wolfe
Title:	Managing Director
By:	/s/ Sandy Bertram
Name:	Sandy Bertram
Title:	Vice President

S-8

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Multicurrency Lender
Signature Page
NAME OF INSTITUTION:
CITIBANK, N.A.
By:	/s/ Henry Schwake
Name:	Henry Schwake
Title:	Managing Director
NAME OF INSTITUTION:
LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS BRANCH
By:	/s/ Francois Delangle
Name:	Francois Delangle
Title:	Vice President
By:	/s/ Rainer Bucher
Name:	Rainer Bucher
Title:	Senior Credit Analyst
NAME OF INSTITUTION:
INTESA SANPAOLO S.p.A.
By:	/s/ Robert Wurster
Name:	Robert Wurster
Title:	SVP
By:	/s/ D. Mara Lowenstein
Name:	D. Mara Lowenstein
Title:	General Counsel & V.P.

S-8

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Multicurrency Lender
Signature Page
NAME OF INSTITUTION:
ALLIED IRISH BANKS, PLC
By:	/s/ Shane O’Driscoll
Name:	Shane O’Driscoll
Title:	Assistant Vice President
By:	/s/ Keith Hamilton
Name:	Keith Hamilton
Title:	Assistant Vice President
NAME OF INSTITUTION:
KfW IPEX-BANK GmbH
By:	/s/ Dr. Axel Radü
Name:	Dr. Axel Radü
Title:	Senior Vice President
By:	/s/ Christoph Seibert
Name:	Christoph Seibert
Title:	Senior Project Manager
NAME OF INSTITUTION:
JPMORGAN CHASE BANK N.A.
By:	/s/ Sanjna R. Daphtary
Name:	Sanjna R. Daphtary
Title:	Vice President

S-8

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Revolving Credit Multicurrency Lender
Signature Page
NAME OF INSTITUTION:
SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ Leo E. Pagarigan
Name:	Leo E. Pagarigan
Title:	General Manager

S-8

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
UBS LOAN FINANCE LLC
By:	/s/ Richard L. Tavrow
Name:	Richard L. Tavrow
Title:	Director
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director
NAME OF INSTITUTION:
MORGAN STANLEY BANK, N.A.
By:	/s/ Dawn Clark
Name:	Dawn Clark
Title:	Authorized Signatory
NAME OF INSTITUTION:
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/ Bruce H. Mendelsohn
Name:	Bruce H. Mendelsohn
Title:	Authorized Signatory

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
BANK OF THE WEST
By:	/s/ Kristian T. Ilkov
Name:	Kristian T. Ilkov
Title:	Vice President
NAME OF INSTITUTION:
THE NORTHERN TRUST COMPANY
By:	/s/ John E. Burda
Name:	John E. Burda
Title:	Senior Vice President
NAME OF INSTITUTION:
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By:	/s/ Katherina Bennett
Name:	Katherina Bennett
Title:	Authorised Signatory
By:	/s/ Lisa Stewart
Name:	Lisa Stewart
Title:	Authorised Signatory

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY
By:	/s/ Henry Hsieh
Name:	Henry Hsieh
Title:	Assistant Vice President
NAME OF INSTITUTION:
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Douglas Weir
Name:	Douglas Weir
Title:	Director
By:	/s/ Ming K. Chu
Name:	Ming K. Chu
Title:	Vice President
NAME OF INSTITUTION:
BANK OF AMERICA, N.A.
By:	/s/ John C. Plecque
Name:	John C. Plecque
Title:	Senior Vice President

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Glenn Fortin
Name:	Glenn Fortin
Title:	Vice President
NAME OF INSTITUTION:
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By:	/s/ Werner Schmidbauer
Name:	Werner Schmidbauer
Title:	Senior Vice President
By:	/s/ Matthew Havens
Name:	Matthew Havens
Title:	Assistant Treasurer
NAME OF INSTITUTION:
THE BANK OF NOVA SCOTIA
By:	/s/ Paula Czach
Name:	Paula Czach
Title:	Director, Execution

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Steven T. Brennan
Name:	Steven T. Brennan
Title:	First Vice President SC 15219
NAME OF INSTITUTION:
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Stuart Noel
Name:	Stuart Noel
Title:	Banking Officer
NAME OF INSTITUTION:
CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
By:	/s/ Beverley Chen
Name:	Beverley Chen
Title:	VP & General Manager
NAME OF INSTITUTION:
PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Philip K. Liebscher
Name:	Philip K. Liebscher
Title:	Senior Vice President

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
RAYMOND JAMES BANK, FSB
By:	/s/ Joseph A. Ciccolini
Name:	Joseph A. Ciccolini
Title:	Vice President – Senior Corporate Banker
NAME OF INSTITUTION:
E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
By:	/s/ Benjamin Lin
Name:	Benjamin Lin
Title:	EVP & General Manager
NAME OF INSTITUTION:
MIZUHO CORPORATE BANK, LTD.
By:	/s/ Raymond Ventura
Name:	Raymond Ventura
Title:	Deputy General Manager

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
FIRST COMMERCIAL BANK, LOS ANGELES BRANCH
By:	/s/ Larry Jen-Yu Lai
Name:	Larry Jen-Yu Lai
Title:	SAVP & Deputy General Manager
NAME OF INSTITUTION:
BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH
By:	/s/ Shelley He
Name:	Shelley He
Title:	Deputy General Manager
NAME OF INSTITUTION:
ABN AMRO BANK N.V.
By:	/s/ Michele Costello
Name:	Michele Costello
Title:	Director
By:	/s/ Marc Brondyke
Name:	Marc Brondyke
Title:	Associate

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
DnB NOR BANK ASA
By:	/s/ Thomas Tangen
Name:	Thomas Tangen
Title:	First Vice President
By:	/s/ Phil Kurpiewski
Name:	Phil Kurpiewski
Title:	First Vice President
NAME OF INSTITUTION:
DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN NEW YORK BRANCH
By:	/s/ Norah McCann
Name:	Norah McCann
Title:	SVP
By:	/s/ Cedric Probst
Name:	Cedric Probst
Title:	VP

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
PT. BANK NEGARA INDONESIA (PERSERO) TBK NEW YORK AGENCY
By:	/s/ Pieter Siadari
Name:	Pieter Siadari
Title:	General Manager
By:	/s/ Jerry Phillips
Name:	Jerry Phillips
Title:	Credit Manager
NAME OF INSTITUTION:
FIFTH THIRD BANK
By:	/s/ Jeff Thieman
Name:	Jeff Thieman
Title:	Vice President
NAME OF INSTITUTION:
MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., LOS ANGELES BRANCH
By:	/s/ Chia Jang Liu
Name:	Chia Jang Liu
Title:	SVP & General Manager

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
CALYON NEW YORK BRANCH
By:	/s/ Thomas Randolph
Name:	Thomas Randolph
Title:	Managing Director
By:	/s/ Priya Vrat
Name:	Priya Vrat
Title:	Director
NAME OF INSTITUTION:
BNP PARIBAS
By:	/s/ Katherine Wolfe
Name:	Katherine Wolfe
Title:	Managing Director
By:	/s/ Sandy Bertram
Name:	Sandy Bertram
Title:	Vice President
NAME OF INSTITUTION:
CITIBANK, N.A.
By:	/s/ Henry Schwake
Name:	Henry Schwake
Title:	Managing Director

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS BRANCH
By:	/s/ Francois Delangle
Name:	Francois Delangle
Title:	Vice President
By:	/s/ Rainer Bucher
Name:	Rainer Bucher
Title:	Senior Credit Analyst
NAME OF INSTITUTION:
WELLS FARGO BANK
By:	/s/ Vanessa Sheh Meyer
Name:	Vanessa Sheh Meyer
Title:	Senior Vice President
NAME OF INSTITUTION:
INTESA SANPAOLO S.p.A.
By:	/s/ Robert Wurster
Name:	Robert Wurster
Title:	SVP
By:	/s/ D. Mara Lowenstein
Name:	D. Mara Lowenstein
Title:	General Counsel & V.P.

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term A Lender
Signature Page
NAME OF INSTITUTION:
KfW IPEX-BANK GmbH
By:	/s/ Dr. Axel Radü
Name:	Dr. Axel Radü
Title:	Senior Vice President
By:	/s/ Christoph Seibert
Name:	Christoph Seibert
Title:	Senior Project Manager
NAME OF INSTITUTION:
JPMORGAN CHASE BANK N.A.
By:	/s/ Sanjna R. Daphtary
Name:	Sanjna R. Daphtary
Title:	Vice President
NAME OF INSTITUTION:
SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ Leo E. Pagarigan
Name:	Leo E. Pagarigan
Title:	General Manager

S-9

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

Term B Lender
Signature Page
NAME OF INSTITUTION:
BANK OF AMERICA, N.A.
By:	/s/ John C. Plecque
Name:	John C. Plecque
Title:	Senior Vice President

S-10

Credit Agreement

Borrower - f/k/a Invitrogen Corporation

EX-99.2

Exhibit 99.2

EXECUTION VERSION

PLEDGE AGREEMENT

dated as of November 21, 2008

among

LIFE TECHNOLOGIES CORPORATION,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO

and

BANK OF AMERICA, N.A.,

as Collateral Agent

TABLE OF CONTENTS*

		Page
	ARTICLE I DEFINITIONS
Section 1.01	Terms Defined in the Credit Agreement	2
Section 1.02	Terms Defined in the UCC	2
Section 1.03	Additional Definitions	2
Section 1.04	Terms Generally	7
	ARTICLE II THE SECURITY INTERESTS
Section 2.01	Grant of Security Interests	8
Section 2.02	Security Interests Absolute	8
Section 2.03	Continuing Liability of the Loan Parties	10
	ARTICLE III REPRESENTATIONS AND WARRANTIES
Section 3.01	Title to Collateral	10
Section 3.02	Validity, Perfection and Priority of Security Interests	10
Section 3.03	Collateral.	11
Section 3.04	No Consents	11
	ARTICLE IV COVENANTS
Section 4.01	Delivery of Collateral	12
Section 4.02	Delivery of Perfection Certificate; Filing of Financing Statements and Delivery of Search Reports	12
Section 4.03	Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements	12
Section 4.04	Further Actions	12
Section 4.05	Disposition of Collateral	13
Section 4.06	Additional Collateral	13
Section 4.07	Information Regarding Collateral	13
	ARTICLE V DISTRIBUTIONS ON COLLATERAL; VOTING
Section 5.01	Right to Receive Distributions on Collateral; Voting.	13

* The Table of Contents is not a part of the Pledge Agreement.

Table of Contents (Cont.)
		Page
ARTICLE VI GENERAL AUTHORITY; REMEDIES
Section 6.01	General Authority	15
Section 6.02	Remedies upon Event of Default.	16
Section 6.03	Securities Act	17
Section 6.04	Other Rights of the Collateral Agent.	18
Section 6.05	Limitation on Duty of Collateral Agent in Respect of Collateral	18
Section 6.06	Waiver and Estoppel.	19
Section 6.07	Application of Proceeds.	19
	ARTICLE VII THE COLLATERAL AGENT
Section 7.01	Concerning the Collateral Agent	20
Section 7.02	Appointment of Co-Collateral Agent	20
Section 7.03	Appointment of Sub-Agents	21
ARTICLE VIII MISCELLANEOUS
Section 8.01	Notices	21
Section 8.02	No Waivers; Non-Exclusive Remedies	21
Section 8.03	Compensation and Expenses of the Collateral Agent; Indemnification.	22
Section 8.04	Enforcement	23
Section 8.05	Amendments and Waivers	24
Section 8.06	Successors and Assigns	24
Section 8.07	Governing Law	24
Section 8.08	Limitation of Law; Severability.	24
Section 8.09	Counterparts; Effectiveness	25
Section 8.10	Additional Loan Parties	25
Section 8.11	Termination; Release of Loan Parties.	25
Section 8.12	Entire Agreement	26

Schedules:
Schedule I	–	List of Pledged Shares
Schedule II	–	List of Pledged Notes
Schedule III	–	List of Pledged LLC Interests
Schedule IV	–	List of Pledged Partnership Interests
Exhibits:
Exhibit A	–	Form of Issuer Control Agreement
Exhibit B	–	Form of Securities Account Control Agreement

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PLEDGE AGREEMENT dated as of November 21, 2008 (as amended, modified or supplemented from time to time, this “Agreement”) among the LOAN PARTIES from time to time party hereto and BANK OF AMERICA, N.A., as Collateral Agent for the benefit of the Secured Parties referred to herein.

Life Technologies Corporation, a Delaware corporation (together with its successors and permitted assigns, the “Borrower”), proposes to enter into a Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, modified or supplemented from time to time and including any agreement extending the maturity of, refinancing or otherwise amending, amending and restating or otherwise modifying or restructuring all or any portion of the obligations of the Borrower under such agreement or any successor agreement, the “Credit Agreement”) among the Borrower, the banks and other lending institutions from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (together with its successor or successors in each such capacity, the “Administrative Agent”, “Swing Line Lender”, and “L/C Issuer”, respectively), UBS Securities LLC and Morgan Stanley Senior Funding, Inc., as Co-Syndication Agents (together with their respective successor or successors in such capacity, the “Co-Syndication Agents”), and DnB Nor Bank, ASA and The Bank of Nova Scotia, as Co-Documentation Agents (together with its successor or successors in such capacity, the “Co-Documentation Agents”).

Certain Lenders and their Affiliates at the time acting as Hedge Banks may from time to time provide forward rate agreements, options, swaps, caps, floors and other Swap Contracts to the Loan Parties. In addition, certain Lenders or their Affiliates at the time acting as Cash Management Banks may provide treasury management services to, for the benefit of, or otherwise in respect of, the Loan Parties (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements). The Lenders, the L/C Issuer, the Swing Line Lender, the Administrative Agent, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to the Credit Agreement, the Co-Syndication Agents, the Co-Documentation Agents, Bank of America, N.A., as collateral agent (together with its successor or successors in such capacity, the “Collateral Agent”), and each Indemnitee and their respective successors and assigns are herein referred to individually as a “Senior Credit Party” and collectively as the “Senior Credit Parties” and the Senior Credit Parties, the Hedge Banks, the Cash Management Banks and their respective successors and assigns are herein referred to individually as a “Secured Party” and collectively as the “Secured Parties”.

To induce the Lenders to enter into the Credit Agreement and the other Loan Documents, the Cash Management Banks to enter into Secured Cash Management Agreements and the Hedge Banks to enter into Secured Hedge Agreements permitted under the Credit Agreement (the Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements being herein collectively referred to as the “Finance Documents”), and as a condition precedent to the obligations of the Lenders under the Credit Agreement, the Domestic Subsidiaries of the Borrower (each a “Guarantor” and, collectively, the “Guarantors”) have agreed, jointly and severally, to provide a guaranty of all obligations of the Borrower and the other Loan Parties under or in respect of the Finance Documents.

As a further condition precedent to the obligations of the Lenders under the Loan Documents, the Borrower and each Guarantor (each a “Loan Party” and, together with each other person that becomes a party hereto pursuant to Section 8.10 hereof and the respective successors and permitted assigns of each of the foregoing, the “Loan Parties”) have agreed or will agree to grant a continuing security interest in favor of the Collateral Agent in and to the Collateral (as hereinafter defined) to secure the Finance Obligations. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Terms Defined in the Credit Agreement. Capitalized terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein.

Section 1.02 Terms Defined in the UCC. Unless otherwise defined herein or in the Credit Agreement or the context otherwise requires, the following terms, together with any uncapitalized terms used herein which are defined in the UCC (as defined below), have the respective meanings provided in the UCC: (i) Certificated Security; (ii) Financial Asset; (iii) Investment Property; (iv) Payment Intangibles; (v) Proceeds; (vi) Securities Account; (vii) Securities Intermediary; (viii) Security; (ix) Security Certificate; (x) Uncertificated Security; (xi) Security Entitlement; and (xii) Deposit Account.

Section 1.03 Additional Definitions. Terms defined in the introductory section hereof have the respective meanings set forth therein. The following additional terms, as used herein, have the following respective meanings:

“Account Control Agreement” means (i) with respect to a Deposit Account, a deposit account control agreement, substantially in the form of Exhibit C to the Security Agreement or otherwise containing substantially similar terms and reasonably acceptable in form and substance to the Collateral Agent (which approval shall be deemed given by execution of such agreement), among one or more Loan Parties, the Collateral Agent and the bank which maintains such Deposit Account and (ii) with respect to a Securities Account, a securities account control agreement, substantially in the form of Exhibit B hereto or otherwise containing substantially similar terms and reasonably acceptable in form and substance to the Collateral Agent (which approval shall be deemed given by execution of such agreement), among one or more Loan Parties, the Collateral Agent and the Securities Intermediary which maintains such Securities Account, in each case as the same may be amended, restated, modified or supplemented from time to time.

“Collateral” has the meaning in Section 2.01 hereof.

“Collateral Agent” means Bank of America, N.A., in its capacity as collateral agent for the Secured Parties, and its successor or successors in such capacity.

“Delivery” and the corresponding term “Delivered” when used with respect to Collateral means:

(i) in the case of Collateral constituting Certificated Securities, transfer thereof to the Collateral Agent or its nominee or custodian by physical delivery to the Collateral Agent or its nominee or custodian, such Collateral to be in suitable form for transfer by delivery, or accompanied by undated instruments of transfer or assignment duly executed in blank, with signatures appropriately guaranteed;

(ii) in the case of Collateral constituting Uncertificated Securities, (A) registration thereof on the books and records of the issuer thereof in the name of the Collateral Agent or its nominee or custodian (who may not be a Securities Intermediary) or (B) the execution and delivery by the issuer thereof of an effective agreement, substantially in the form of Exhibit A hereto (each an “Issuer Control Agreement”), pursuant to which such issuer agrees that it will comply with instructions originated by the Collateral Agent or such nominee or custodian without further consent of the registered owner of such Collateral or any other Person;

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(iii) in the case of Collateral constituting Security Entitlements or other Financial Assets deposited in or credited to a Securities Account, (A) completion of all actions necessary to constitute the Collateral Agent or its nominee or custodian the entitlement holder with respect to each such Security Entitlement or (B) the execution and delivery by the relevant Securities Intermediary of an effective Account Control Agreement pursuant to which such Securities Intermediary agrees to comply with all entitlement orders originated by the Collateral Agent or such nominee or custodian without further consent by the relevant entitlement holder or any other Person;

(iv) in the case of LLC Interests and Partnership Interests which do not constitute Securities, (A) compliance with the provisions of clause (i) above for each such item of Collateral which is represented by a certificate and (B) compliance with the provisions of clause (ii) above for each such item of Collateral which is not evidenced by a certificate;

(v) in the case of Collateral which constitute Instruments, transfer thereof to the Collateral Agent or its nominee or custodian by physical delivery to the Collateral Agent or its nominee or custodian indorsed to, or registered in the name of, the Collateral Agent or its nominee or custodian or indorsed in blank; and

(vi) in the case of cash, transfer thereof to the Collateral Agent or its nominee or custodian by physical delivery to the Collateral Agent or its nominee or custodian;

and in each case such additional or alternative procedures as may hereafter become reasonably appropriate to grant control of, or otherwise perfect a security interest in, any Collateral in favor of the Collateral Agent or its nominee or custodian, consistent with changes in applicable Law or regulations or the interpretation thereof.

“Discharge of Finance Obligations” means (i) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the Finance Documents and termination of all commitments to lend or otherwise extend credit under the Finance Documents, (ii) payment in full in cash of all other Finance Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including legal fees and other expenses, costs or charges accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such Insolvency or Liquidation Proceeding but excluding contingent indemnification obligations), (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Collateral Agent) of all Letters of Credit issued or deemed issued under the Loan Documents, (iv) termination or cash collateralization (in an amount reasonably satisfactory to the Collateral Agent) of all Secured Hedge Agreements and (v) termination or cash collateralization (in an amount reasonably satisfactory to the Collateral Agent) of all Secured Cash Management Agreements.

“Domestic Subsidiary” means with respect to any Person each Subsidiary of such Person which is organized under the Laws of the United States or any political subdivision or territory thereof, and “Domestic Subsidiaries” means any two or more of them.

“Federal Securities Laws” has the meaning specified in Section 6.03(a) hereof.

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“Finance Document” means (i) each Loan Document, (ii) each Secured Hedge Agreement and (iii) each Secured Cash Management Agreement, and “Finance Documents” means all of them, collectively.

“Finance Obligations” means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations of a Loan Party permitted under the Credit Agreement owed or owing under any Secured Hedge Agreement to any Hedge Bank and (iii) all Cash Management Obligations owing under any Secured Cash Management Agreement to a Cash Management Bank.

“General Intangibles” means all “general intangibles” (as defined in the UCC), including, without limitation, (i) all Payment Intangibles and other obligations and indebtedness owing to any Loan Party in respect of Collateral and (ii) all interests in limited liability companies and/or partnerships which interests do not constitute Securities.

“Insolvency or Liquidation Proceeding” means (i) any voluntary or involuntary case or proceeding under any Debtor Relief Law with respect to any Loan Party, (ii) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or with respect to a material portion of their respective assets, (iii) any liquidation, dissolution, reorganization or winding up of any Loan Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iv) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Loan Party.

“Instruments” means:

(i) the promissory notes described on Schedule II hereto, as such Schedule may be amended, supplemented or modified from time to time (the “Pledged Notes”), and all interest, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of or in exchange for any or all of the Pledged Notes;

(ii) all additional or substitute promissory notes from time to time issued to or otherwise acquired by any Loan Party in any manner in respect of Pledged Notes or otherwise, and all interest, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of such additional or substitute notes; and

(iii) all promissory notes, bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations constituting “instruments” within the meaning of the UCC;

and in each case to the extent not otherwise included in the foregoing, all cash and non-cash Proceeds thereof.

“LLC Interests” means:

(i) the limited liability company membership interests described on Schedule III hereto, as such Schedule may be amended, supplemented or modified from time to time (the “Pledged LLC Interests”), and all dividends, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of or in exchange for any or all of the Pledged LLC Interests;

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(ii) all additional or substitute limited liability company membership interests from time to time issued to or otherwise acquired by any Loan Party in any manner in respect of Pledged LLC Interests or otherwise, and all dividends, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of such additional or substitute membership interests;

(iii) all right, title and interest of any Loan Party in each limited liability company to which any Pledged LLC Interest relates, including, without limitation:

(A) all interests of such Loan Party in the capital of such limited liability company and in all profits, losses and assets, whether tangible or intangible and whether real, personal or mixed, of such limited liability company, and all other distributions to which such Loan Party shall at any time be entitled in respect of such Pledged LLC Interests;

(B) all other payments due or to become due to such Loan Party in respect of Pledged LLC Interests, whether under any limited liability company agreement or operating agreement or otherwise and whether as contractual obligations, damages, insurance proceeds or otherwise;

(C) all of such Loan Party’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at Law or otherwise in respect of such Pledged LLC Interests;

(D) all present and future claims, if any, of such Loan Party against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; and

(E) all of such Loan Party’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Loan Party relating to such Pledged LLC Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Loan Party in respect of such Pledged LLC Interests and any such limited liability company, to make determinations, to exercise any election (including, without limitation, election of remedies) or option to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or give receipt for any of the foregoing or for any assets of any such limited liability company, to enforce or execute any checks or other instruments or orders, to file any claims and to take any other action in connection with any of the foregoing;

and, in each case to the extent not otherwise included in the foregoing, all cash and non-cash Proceeds thereof.

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“Partnership Interests” means:

(i) the partnership interests described on Schedule IV hereto, as such Schedule may be amended, supplemented or modified from time to time (the “Pledged Partnership Interests”), and all dividends, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of or in exchange for any or all of the Pledged Partnership Interests;

(ii) all additional or substitute partnership interests from time to time issued to or otherwise acquired by any Loan Party in any manner in respect of Pledged Partnership Interests or otherwise, and all dividends, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of such additional or substitute partnership interests;

(iii) all right, title and interest of any Loan Party in each partnership to which any Pledged Partnership Interest relates, including, without limitation:

(A) all interests of such Loan Party in the capital of such partnership and in all profits, losses and assets, whether tangible or intangible and whether real, personal or mixed, of such partnership, and all other distributions to which such Loan Party shall at any time be entitled in respect of such Pledged Partnership Interests;

(B) all other payments due or to become due to such Loan Party in respect of Pledged Partnership Interests, whether under any partnership agreement or otherwise and whether as contractual obligations, damages, insurance proceeds or otherwise;

(C) all of such Loan Party’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement, or at Law or otherwise in respect of such Pledged Partnership Interests;

(D) all present and future claims, if any, of such Loan Party against any such partnership for moneys loaned or advanced, for services rendered or otherwise; and

(E) all of such Loan Party’s rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Loan Party relating to such Pledged Partnership Interests, including any power to terminate, cancel or modify any partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Loan Party in respect of such Pledged Partnership Interests and any such partnership, to make determinations, to exercise any election (including, without limitation, election of remedies) or option to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or give receipt for any of the foregoing or for any assets of any such partnership, to enforce or execute any checks or other instruments or orders, to file any claims and to take any other action in connection with any of the foregoing;

and in each case to the extent not otherwise included in the foregoing, all cash and non-cash Proceeds thereof.

“Perfection Certificate” means with respect to each Loan Party a certificate, substantially in the form of Exhibit G-3 to the Credit Agreement, completed and supplemented with the schedules and attachments contemplated thereby.

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“Pledged LLC Interests” has the meaning specified in clause (i) of the definition of “LLC Interests”.

“Pledged Notes” has the meaning specified in clause (i) of the definition of “Instruments”.

“Pledged Partnership Interests” has the meaning specified in clause (i) of the definition of “Partnership Interests”.

“Pledged Shares” has the meaning specified in clause (i) of the definition of “Stock”.

“Secured Party” has the meaning specified in the introductory section hereof.

“Security Interests” means the security interests in the Collateral granted under this Agreement securing the Finance Obligations.

“Stock” means:

(i) the shares of capital stock and other Securities described on Schedule I hereto, as such Schedule may be amended, supplemented or modified from time to time (the “Pledged Shares”), and all dividends, interest, distributions, cash, instruments and other property, income, profits and proceeds from time to time received, receivable or otherwise made upon or distributed in respect of or in exchange for any or all of the Pledged Shares; and

(ii) all additional or substitute shares of capital stock or other equity interests of any class of any issuer from time to time issued to or otherwise acquired by any Loan Party in any manner in respect of Pledged Shares or otherwise, the certificates representing such additional or substitute shares, and all dividends, interest, distributions, cash, instruments and other property, income, profits and proceeds from time to time received, receivable or otherwise made upon or distributed in respect of or in exchange for any or all of such additional or substitute shares;

and in each case to the extent not otherwise included in the foregoing, all cash and non-cash proceeds thereof.

“Supporting Obligation” means a letter-of-credit right, guaranty or other secondary obligation supporting, or any Lien securing, the payment or performance of one or more Instruments, Investment Property or other item of Collateral.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if by reason of mandatory provisions of Law, the perfection, the effect of perfection or non-perfection or the priority of the Security Interests in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

Section 1.04 Terms Generally. The definitions in Sections 1.02 hereof and 1.03 hereof shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context, shall otherwise require. Unless otherwise expressly provided herein, the word “day” means a calendar day.

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ARTICLE II

THE SECURITY INTERESTS

Section 2.01 Grant of Security Interests. To secure the due and punctual payment of all Finance Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof and to secure the performance of all of the obligations of each Loan Party hereunder and under the other Finance Documents, each Loan Party hereby grants to the Collateral Agent for the benefit of the Secured Parties a security interest in, and each Loan Party hereby pledges and collaterally assigns to the Collateral Agent for the benefit of the Secured Parties, all of such Loan Party’s right, title and interest in, to and under the following, whether now owned or existing or hereafter acquired, created or arising, whether tangible or intangible, and regardless of where located (all of which are herein collectively called the “Collateral”):

(i) Stock;

(ii) Instruments;

(iii) LLC Interests;

(iv) Partnership Interests;

(v) Investment Property;

(vi) Financial Assets;

(vii) all General Intangibles; and

(viii) all Proceeds of all or any of the Collateral described in clauses (i) through (vii) hereof;

provided, however, that the Collateral shall not include shares of capital stock having voting power in excess of 65% of the voting power of all classes of capital stock of a Foreign Subsidiary of any Loan Party if, and solely to the extent that, the inclusion of such shares of capital stock hereunder would cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed repatriation of the earnings of such Foreign Subsidiary to such Foreign Subsidiary’s United States parent for Untied States federal income tax purposes.

Section 2.02 Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:

(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law or otherwise;

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(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;

(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation;

(iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;

(v) the existence of any claim, set-off or other right which any Loan Party may have at any time against any other Loan Party, any Agent, any other Secured Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(vi) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by any other Loan Party of any Finance Obligation;

(vii) any failure by any Secured Party: (A) to file or enforce a claim against any Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Secured Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;

(viii) any direction as to application of payment by any other Loan Party or any other Person;

(ix) any subordination by any Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors;

(x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or

(xi) any other act or omission to act or delay of any kind by any Loan Party or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

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Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder.

This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final Discharge of Finance Obligations.

Section 2.03 Continuing Liability of the Loan Parties. The Security Interests are granted as security only and shall not subject the Collateral Agent or any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Loan Party with respect to any of the Collateral or any transaction in connection therewith.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants that:

Section 3.01 Title to Collateral. Such Loan Party is the legal, record and beneficial owner of, and has good and marketable title to, all of the Collateral pledged by it hereunder, free and clear of any Liens other than Permitted Liens and Liens securing indebtedness to be repaid with the proceeds of the initial Loans under the Credit Agreement and in respect of which the Administrative Agent has received pay-off letters and instruments appropriate under local Law to effect the termination of such Liens. Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests and Permitted Liens, no financing statement, mortgage, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a Lien on such Collateral. No Collateral is in the possession or control of any Person asserting any claim thereto or security interest therein, except that the Collateral Agent or its nominee, custodian or a Securities Intermediary acting on its behalf may have possession and/or control of Collateral as contemplated hereby and by the other Loan Documents.

Section 3.02 Validity, Perfection and Priority of Security Interests. The Security Interests constitute valid security interests under the UCC securing the Finance Obligations. Upon Delivery of all Collateral to the Collateral Agent in accordance with the provisions hereof and due filing of Uniform Commercial Code financing statements stating that the same covers “all assets of the Debtor”, “all personal property of the Debtor” or words of similar import in the offices specified on Schedule 4.01 of the Security Agreement, the Security Interests shall constitute perfected security interests in all right, title and interest of such Loan Party in the Collateral (subject to the requirements of Section 9-315 of the UCC with respect to any proceeds of Collateral and to the further requirement that additional steps may be necessary to perfect the Security Interests in dividends or other distributions in kind), in each case prior to all other Liens and rights of others therein except for Permitted Liens, and, to the extent control of such Collateral may be obtained pursuant to Article 8 and/or 9 of the UCC, the Collateral Agent will have control of the Collateral subject to no adverse claims of any Person. Except as set forth on Schedule 4.01 of the Security Agreement, on and as of the date hereof no registration, recordation or filing with any Governmental Authority is required in connection with the execution and

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delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection of the Security Interests. The Security Interests are prior to all other Liens on the Collateral other than Permitted Liens.

Section 3.03 Collateral.

(a) Schedules I, II, III and IV hereto (as such schedules may be amended, supplemented or modified from time to time) set forth (i) the name and jurisdiction of organization of, and the ownership interest (including percentage owned and number of shares, units or other equity interests) of such Loan Party in the Stock, LLC Interests and Partnership Interests issued by each of such Loan Party’s direct Subsidiaries which are required to be included in the Collateral and pledged hereunder, (ii) all other Stock, LLC Interests and Partnership Interests directly owned by such Loan Party that are required to be included in the Collateral and pledged hereunder and (iii) the issuer, date of issuance and amount of all promissory notes having a face value in excess of $2,500,000 directly owned or held by such Loan Party that are required to be included in the Collateral and pledged hereunder. Such Loan Party holds all such Collateral directly (i.e., not through a Subsidiary, Securities Intermediary or any other Person).

(b) All Collateral consisting of Pledged Shares, Pledged LLC Interests and Pledged Partnership Interests has been duly authorized and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights of any Person. Except as set forth on Schedules I, III and IV hereto, (i) such Collateral constitutes 100% of the issued and outstanding shares of capital stock or other equity interests of the respective issuers thereof, (ii) no issuer of Collateral has outstanding any security convertible into or exchangeable for any shares of its capital stock or other equity interests or any warrant, option, convertible security, instrument or other interest entitling the holder thereof to acquire any such shares or any security convertible into or exchangeable for such shares, (iii) there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of such shares of its capital stock and (iv) there are no Liens or agreements, arrangements or obligations to create or give any Lien relating to any such shares of capital stock. No Loan Party is now and or will become a party to or otherwise bound by any agreement, other than this Agreement and the other Loan Documents, which restricts in any adverse manner the rights of the Collateral Agent or any other present or future holder of any Collateral with respect thereto.

Section 3.04 No Consents. No consent of any other Person (including, without limitation, any stockholder or creditor of such Loan Party or any of its Subsidiaries) and no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any Governmental Authority is required to be obtained by such Loan Party in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of the rights and remedies of the Collateral Agent pursuant to this Agreement, except as may be required to perfect the Security Interests or in connection with the disposition of the Collateral by Laws affecting the offering and sale of securities generally.

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ARTICLE IV

COVENANTS

Each Loan Party covenants and agrees that until the payment in full of all Finance Obligations (other than contingent indemnification obligations) and until there is no commitment by any Secured Party to make further advances, incur obligations or otherwise give value, such Loan Party will comply with the following:

Section 4.01 Delivery of Collateral. All Collateral (other than “Excepted Instruments” as defined in Section 4.06 of the Security Agreement) shall be Delivered to and held by or on behalf of the Collateral Agent pursuant hereto; provided that so long as no Event of Default shall have occurred and be continuing, and except as required by the Security Agreement or any other Loan Document, each Loan Party may retain any Collateral (i) consisting of checks, drafts and other Instruments (other than Pledged Notes and any additional or substitute promissory notes issued to or otherwise acquired by such Loan Party in respect of Pledged Notes) received by it in the ordinary course of business or (ii) which it is otherwise entitled to receive and retain pursuant to Section 5.01 hereof, and the Collateral Agent shall, promptly upon request of any Loan Party, make appropriate arrangements for making any Collateral consisting of an Instrument or a Certificated Security pledged by such Loan Party available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Collateral Agent, against a trust receipt or like document). All Collateral Delivered hereunder shall be accompanied by any required transfer tax stamps. The Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default, and upon notice to any Loan Party, to cause any or all of the Collateral to be transferred of record into the name of the Collateral Agent or its nominee. Each Loan Party will promptly give the Collateral Agent copies of any material notices or other material communications received by it with respect to Collateral registered in the name of such Loan Party, and the Collateral Agent will promptly give each Loan Party copies of any material notices and material communications received by the Collateral Agent with respect to Collateral registered in the name of the Collateral Agent or its nominee or custodian.

Section 4.02 Delivery of Perfection Certificate; Filing of Financing Statements and Delivery of Search Reports. On or prior to the Closing Date, such Loan Party shall deliver its Perfection Certificate to the Collateral Agent and shall authorize all filings and recordings and other actions specified on Schedule 4.01 to the Security Agreement to be completed. The information set forth in the Perfection Certificate shall be correct and complete as of the Closing Date.

Section 4.03 Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements. Such Loan Party will not change the location of any Collateral or its name, organizational structure or location (determined as provided in Section 9-307 of the UCC) in any manner, and shall not become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, in each case unless it shall have given the Collateral Agent not less than 30 days’ prior notice thereof. Such Loan Party shall not in any event change the location of any Collateral or its name, organizational structure or location (determined as provided in Section 9-307 of the UCC), or become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, if such change would cause the Security Interests in any Collateral to lapse or cease to be perfected unless such Loan Party has taken on or before the date of lapse all actions necessary to ensure that the Security Interests in the Collateral do not lapse or cease to be perfected.

Section 4.04 Further Actions. Such Loan Party will, from time to time at its expense and in such manner and form as the Collateral Agent may reasonably request, execute, deliver, file and record or authorize the recording of any financing statement, specific assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC) that from time to time may be necessary or advisable, or that the Collateral Agent may request, in order to create, preserve, perfect or maintain the Security Interests or to enable the Collateral Agent and the Secured Parties to exercise and enforce any of its rights, powers and remedies created hereunder or under applicable Law with respect to any of the Collateral. To the extent permitted by applicable Law, such Loan Party hereby authorizes the Collateral Agent to execute and file, in the name of such Loan Party or otherwise and without the separate authorization or authentication of such Loan Party appearing thereon, such UCC financing statements or continuation statements as the Collateral Agent in its sole discretion may deem necessary or reasonably appropriate to further perfect or

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maintain the perfection of the Security Interests. Such Loan Party agrees that, except to the extent that any filing office requires otherwise, a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. The Loan Parties shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements concerning the Collateral.

Section 4.05 Disposition of Collateral. Such Loan Party will not sell, exchange, assign or otherwise dispose of, or grant any option with respect to, any Collateral or create or suffer to exist any Lien (other than the Security Interests and Permitted Liens) on any Collateral except that, subject to the rights of the Collateral Agent hereunder, such Loan Party may sell, exchange, assign or otherwise dispose of, or grant options with respect to, Collateral to the extent expressly permitted by the Credit Agreement, whereupon, in the case of any such disposition, the Security Interests created hereby in such item (but not in any Proceeds arising from such disposition) shall cease immediately without any further action on the part of the Collateral Agent.

Section 4.06 Additional Collateral. Except as permitted by the Credit Agreement, such Loan Party will cause each issuer of the Collateral that is either a Domestic Subsidiary or a Designated Foreign Subsidiary of such Loan Party not to issue any stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments in addition to or in substitution for the Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and Pledged Notes issued by such issuer (in each case to the extent that such items constitute Collateral), except to such Loan Party and, in the event that any issuer of Collateral at any time issues any additional or substitute stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments to such Loan Party, such Loan Party will promptly Deliver all such items (in each case to the extent that such items constitute Collateral) to the Collateral Agent to hold as Collateral hereunder and will within 60 days thereafter deliver to the Collateral Agent a certificate executed by an authorized officer of such Loan Party describing such Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and/or Pledged Notes, attaching such supplements to Schedules I through IV hereto as are necessary to cause such Schedules to be complete and accurate at such time and certifying that such Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and/or Pledged Notes have been duly pledged with the Collateral Agent hereunder.

Section 4.07 Information Regarding Collateral. Such Loan Party will, promptly upon request, provide to the Collateral Agent all information and evidence it may reasonably request concerning the Collateral to enable the Collateral Agent to enforce the provisions of this Agreement.

ARTICLE V

DISTRIBUTIONS ON COLLATERAL; VOTING

Section 5.01 Right to Receive Distributions on Collateral; Voting.

(a) Unless and until (i) an Event of Default shall have occurred and be continuing and (ii) written notice thereof shall have been given by the Collateral Agent to the relevant Loan Party (provided that if an Event of Default specified in Section 8.01(f) of the Credit Agreement shall occur, no such notice shall be required):

(i) Each Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Loan Documents; provided, however, that each Loan Party shall give the Collateral Agent at least three days’ written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any

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such right, and no Loan Party shall exercise or refrain from exercising any such right if, in the Collateral Agent’s judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Loan Document, or would have the effect of impairing the position or interests of the Collateral Agent hereunder or thereunder.

(ii) Each Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; provided, however, that any and all:

(A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral;

(B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus;

(C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement;

(D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and

(E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral;

shall be forthwith (i) Delivered to the Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in this Section 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by Section 4.14 of the Security Agreement has been delivered to the Collateral Agent and shall, if received by any Loan Party, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Loan Party and be forthwith Delivered, in the same form as so received, to the Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by clause (ii) above.

(iii) The Collateral Agent shall, upon receiving a written request from any Loan Party accompanied by a certificate signed by an authorized officer of such Loan Party stating that no Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Loan Party may reasonably request for the purpose of enabling such Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to paragraph (ii) above in respect of any of the Collateral which is registered in the name of the Collateral Agent or its nominee.

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(b) Upon the occurrence and during the continuance of an Event of Default:

(i) All rights of each Loan Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions.

(ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Loan Party contrary to the provisions of paragraph (i) of this Section 5.01(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Loan Party and shall be forthwith Delivered, in the same form as so received to the Collateral Agent or its nominee or custodian to hold as Collateral.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of such Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) hereof shall cease, all such rights shall thereupon become vested in the Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Loan Party shall take all actions as may be necessary or appropriate to effect such right of the Collateral Agent.

ARTICLE VI

GENERAL AUTHORITY; REMEDIES

Section 6.01 General Authority. Until the payment in full of all Finance Obligations (other than contingent indemnification obligations) and until there is no commitment by any Secured Party to make further advances, incur obligations or otherwise give value, each Loan Party hereby irrevocably appoints the Collateral Agent and any officer or agent thereof as its true and lawful attorney-in-fact, with full power of substitution, in the name of such Loan Party, the Collateral Agent, the Secured Parties or otherwise, for the sole use and benefit of the Collateral Agent and the Secured Parties, but at such Loan Party’s expense, to the extent permitted by Law, to exercise at any time and from time to time while an Event of Default has occurred and is continuing, all or any of the following powers with respect to all or any of the Collateral; such power, being coupled with an interest, is irrevocable until the Finance Obligations are paid in full (other than contingent indemnification obligations) and until there is no commitment by any Secured Party to make further advances, incur obligations or otherwise give value:

(i) to take any and all reasonably appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement;

(ii) to receive, take, indorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable Instruments taken or received by such Loan Party as, or in connection with, the Collateral;

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(iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and to otherwise demand, sue for, collect, receive and give acquittance for any and all monies due or to become due on or by virtue of any Collateral;

(iv) to commence, settle, compromise, compound, prosecute, defend or adjust any claim, suit, action or proceeding with respect to, or in connection with, the Collateral;

(v) to sell, transfer, assign or otherwise deal in or with the Collateral or the Proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof;

(vi) to extend the time of payment of any or all of the Collateral and to make any allowance and other adjustments with respect thereto;

(vii) subject to the giving of notice to the relevant Loan Party in accordance with Section 5.01(a) hereof, to vote all or any part of the Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and/or Pledged Notes (whether or not transferred into the name of the Collateral Agent) and give all consents, waivers and ratifications in respect of the Collateral; and

(viii) to do, at its option, but at the expense of the Loan Parties, at any time or from time to time, all acts and things which the Collateral Agent deems reasonably necessary to protect or preserve the Collateral and to realize upon the Collateral.

Section 6.02 Remedies upon Event of Default.

(a) If any Event of Default has occurred and is continuing, the Collateral Agent may, in addition to all other rights and remedies granted to it in this Agreement and in any other agreement securing, evidencing or relating to the Finance Obligations (including, without limitation, the right to give instructions or a notice of sole control to an issuer subject to an Issuer Control Agreement): (i) exercise on behalf of the Secured Parties all rights and remedies of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, (ii) without demand of performance or other demand or notice of any kind (except as herein provided or as may be required by mandatory provisions of Law) to or upon any Loan Party or any other Person (all of which demands and/or notices are hereby waived by each Loan Party), (A) apply all cash, if any, then held by it as Collateral as specified in Section 6.07 hereof and (B) if there shall be no such cash or if such cash shall be insufficient to pay all the Finance Obligations in full or cannot be so applied for any reason or if the Collateral Agent determines to do so, collect, receive, appropriate and realize upon the Collateral and/or sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral (or contract to do so) or any part thereof in one or more parcels (which need not be in round lots) at public or private sale or at broker’s board or on any securities exchange, at any office of the Collateral Agent or elsewhere in such manner as is commercially reasonable and as the Collateral Agent may deem best, for cash, on credit or for future delivery, without assumption of any credit risk and at such price or prices as the Collateral Agent may deem reasonably satisfactory.

(b) If any Event of Default has occurred and is continuing, the Collateral Agent shall give each Loan Party not less than 10 days’ prior notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any such notice shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of a sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof

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being sold, will first be offered for sale, (iii) in the case of a private sale, state the day after which such sale may be consummated, (iv) contain the information specified in Section 9-613 of the UCC, (v) be authenticated and (vi) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of Law under the UCC. The Collateral Agent and each Loan Party agree that such notice constitutes reasonable notification within the meaning of Section 9-611 of the UCC. Except as otherwise provided herein, each Loan Party hereby waives, to the extent permitted by applicable Law, notice and judicial hearing in connection with the Collateral Agent’s taking possession or disposition of any of the Collateral.

(c) The Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Each Loan Party will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or reasonably advisable in order that any such sale may be made in compliance with Law. Upon any such sale, the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind. Any such public sale shall be held at such time or times within ordinary bankers hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale pursuant to any such notice. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned without further notice. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice.

Section 6.03 Securities Act. In view of the position of the Loan Parties in relation to the Collateral, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being herein called the “Federal Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. Each Loan Party understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Collateral under applicable Blue Sky or other state securities laws or similar Laws analogous in purpose or effect. Without limiting the generality of the foregoing, the provisions of this Section 6.03 would apply if, for example, the Collateral Agent were to place all or any part of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Collateral for its own account, or if the Collateral Agent placed all or any part of the Collateral privately with a purchaser or purchasers.

Accordingly, each Loan Party expressly agrees that the Collateral Agent is authorized, in connection with any sale of any Collateral, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for

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investment and not with a view to the distribution or sale of any of such Collateral, (ii) to cause to be placed on certificates for any or all of the Collateral or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act and (iii) to impose such other limitations or conditions in connection with any such sale as the Collateral Agent deems necessary or advisable in order to comply with said Act or any other Law. Each Loan Party covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or reasonably advisable in order that any such sale may be made in compliance with the Securities Act of 1933 and all other applicable Laws. Each Loan Party acknowledges and agrees that such limitations may result in prices and other terms less favorable to the seller than if such limitations were not imposed, and, notwithstanding such limitations, agrees that any such sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private, it being the agreement of the Loan Parties and the Collateral Agent that the provisions of this Section 6.03 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells the Collateral. The Collateral Agent shall be under no obligation to delay a sale of any Collateral for a period of time necessary to permit the issuer of any securities contained therein to register such securities under the Federal Securities Laws, or under applicable state securities laws, even if the issuer would agree to do so.

Section 6.04 Other Rights of the Collateral Agent.

(a) If any Event of Default has occurred and is continuing, the Collateral Agent, instead of exercising the power of sale conferred upon it pursuant to Section 6.02 hereof, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction, and may in addition institute and maintain such suits and proceedings as the Collateral Agent may deem appropriate to protect and enforce the rights vested in it by this Agreement.

(b) If any Event of Default has occurred and is continuing, the Collateral Agent shall, to the extent permitted by applicable Law, without notice to any Loan Party or any party claiming through any Loan Party, without regard to the solvency or insolvency at such time of any Person then liable for the payment of any of the Finance Obligations, without regard to the then value of the Collateral and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers (who may be the Collateral Agent) of the Collateral or any part thereof, and of the profits, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the profits, revenues and other income of the property constituting the whole or any part of the Collateral be segregated, sequestered and impounded for the benefit of the Collateral Agent and the Secured Parties, and each Loan Party irrevocably consents to the appointment of such receiver or receivers and to the entry of such order.

Section 6.05 Limitation on Duty of Collateral Agent in Respect of Collateral. Beyond the exercise of reasonable care in the custody thereof, neither the Collateral Agent nor any Secured Party shall have any duty to exercise any rights or take any steps to preserve the rights of any Loan Party in the Collateral in its or their possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, nor shall the Collateral Agent or any Secured Party be liable to any Loan Party or any other Person for failure to meet any obligation imposed by Section 9-207 of the UCC or any successor provision. Each Loan Party agrees to the extent it may lawfully do so that the Collateral Agent shall at no time be required to, nor shall the Collateral Agent be liable to any Loan Party for any failure to, account separately to any Loan Party for amounts received or applied by the Collateral Agent from time to time

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in respect of the Collateral pursuant to the terms of this Agreement. Without limiting the foregoing, the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, and (i) shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by the Collateral Agent in good faith (absent gross negligence and willful misconduct) or (ii) shall not have any duty or responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters.

Section 6.06 Waiver and Estoppel.

(a) Each Loan Party agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, moratorium, turnover or redemption Law, or any Law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement, and each Loan Party hereby waives all benefit or advantage of all such Laws to the extent permitted by Law. Each Loan Party covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent, the Administrative Agent or any other Secured Party in any Finance Document.

(b) Each Loan Party, to the extent it may lawfully do so, on behalf of itself and all who claim through or under it, including without limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein or pursuant to judicial proceedings or under any foreclosure or any enforcement of this Agreement, and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety.

(c) Each Loan Party waives, to the extent permitted by Law, presentment, demand, protest and any notice of any kind (except the notices expressly required hereunder or in the other Finance Documents) in connection with this Agreement and any action taken by the Collateral Agent with respect to the Collateral.

Section 6.07 Application of Proceeds.

(a) Priority of Distributions. The proceeds of any sale of, or other realization upon, all or any part of the Collateral by or on behalf of the Collateral Agent (including any proceeds received and held pursuant to Section 5.01 hereof) and any cash held by the Collateral Agent or its nominee or custodian hereunder shall be paid over to the Administrative Agent for application as provided in Section 8.03 of the Credit Agreement. The Collateral Agent may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof.

(b) Distributions with Respect to Letters of Credit. Each of the Loan Parties and the Secured Parties agrees and acknowledges that if (after all outstanding Loans and L/C Borrowings have been paid in full) the Lenders are to receive a distribution on account of undrawn amounts with respect to Letters of Credit issued (or deemed issued) under the Credit Agreement, such amounts shall be deposited in the Cash Collateral Account (as defined in the Security Agreement) as cash security for the repayment of Senior Credit Obligations owing to the Revolving Credit Lenders in respect of such Letters of Credit. Upon termination of all outstanding Letters of Credit and payment in full of all L/C Obligations, all of such cash security shall be

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applied to the remaining Senior Credit Obligations of the Lenders. If there remains any excess cash security, such excess cash shall be withdrawn by the Collateral Agent from the Cash Collateral Account and distributed in accordance with Section 6.07(a) hereof.

(c) Reliance by Collateral Agent. For purposes of applying payments received in accordance with this Section 6.07, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent under the Credit Agreement and (ii) each authorized representative (the “Representative”) for one or more Hedge Banks and/or Cash Management Banks for a determination (which the Administrative Agent, each Representative and the Secured Parties agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Finance Obligations owed to the Secured Parties, and shall have no liability to any Loan Party or any other Secured Party for actions taken in reliance on such information except in the case of its gross negligence or willful misconduct. Unless it has actual knowledge (including by way of written notice from a Hedge Bank or a Cash Management Bank) to the contrary, the Collateral Agent, in acting hereunder, shall be entitled to assume that no Secured Hedge Agreements or Secured Cash Management Agreements are in existence. All distributions made by the Collateral Agent pursuant to this Section shall be presumptively correct (except in the event of manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Secured Parties of any amounts distributed to them.

(d) Deficiencies. It is understood that the Loan Parties shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the amount of the Finance Obligations.

ARTICLE VII

THE COLLATERAL AGENT

Section 7.01 Concerning the Collateral Agent. The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon all Loan Parties and all Secured Parties and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth:

(i) The Collateral Agent is authorized to take all such actions as are provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral), the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions or provisions, in accordance with its discretion.

(ii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder unless such action or omission constitutes gross negligence or willful misconduct. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any Loan Party.

Section 7.02 Appointment of Co-Collateral Agent. At any time or times, in order to comply with any legal requirement in any Designated Foreign Jurisdiction, the Collateral Agent may, in consultation with the Borrower and, unless an Event of Default shall have occurred and be continuing, with its consent (not to be unreasonably withheld or delayed), appoint

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another bank or trust company or one or more other persons, either to act as co-agent or co-agents, jointly with the Collateral Agent, or to act as separate agent or agents on behalf of the Secured Parties with such power and authority as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of the Collateral Agent, include provisions for the protection of such co-agent or separate agent similar to the provisions of Section 7.01 hereof). Notwithstanding any such appointment but only to the extent not inconsistent with such legal requirements or, in the reasonable judgment of the Collateral Agent, not unduly burdensome to it or any such co-agent, each Loan Party shall, so long as no Event of Default shall have occurred and be continuing, be entitled to deal solely and directly with the Collateral Agent rather than any such co-agent in connection with the Collateral Agent’s rights and obligations under this Agreement.

Section 7.03 Appointment of Sub-Agents. The Collateral Agent shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of the Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and Pledged Notes, which may be held (in the discretion of the Collateral Agent) in the name of the relevant Loan Party, indorsed or assigned in blank or in favor of the Collateral Agent or any nominee or custodian of the Collateral Agent or a sub-agent appointed by the Collateral Agent.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Notices. (a) Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile number or (subject to subsection (b) below) electronic mail address specified for notices: (i) in the case of any Guarantor, as set forth on the signature pages hereto; (ii) in the case of the Borrower, the Administrative Agent or any Lender, as specified in or pursuant to Section 10.02 of the Credit Agreement; (iii) in the case of the Collateral Agent, as specified in or pursuant to Section 7.01 of the Security Agreement; (iv) in the case of any Hedge Bank as set forth in any applicable Secured Hedge Agreement; (v) in the case of any Cash Management Bank, as set forth in any applicable Secured Cash Management Agreement or (vi) in the case of any party, at such other address as shall be designated by such party in a notice to the Collateral Agent and each other party hereto. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of: (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile transmission, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (b) below), when delivered. Rejection or refusal to accept, or the inability to deliver because of a changed address of which no notice was given, shall not affect the validity of notice given in accordance with this Section.

(b) Except as expressly provided herein or as may be agreed by the Administrative Agent in its sole discretion, electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, to distribute executed Loan Documents in Adobe PDF format and may not be used for any other purpose.

Section 8.02 No Waivers; Non-Exclusive Remedies. No failure or delay on the part of the Collateral Agent or any Secured Party to exercise, no course of dealing with respect to, and no delay in exercising, any right, power or privilege under this Agreement or any other Finance Document or any other document or agreement contemplated hereby or thereby and no course of dealing between the Collateral Agent or any Secured Party and any of the Loan Parties shall operate as a waiver thereof nor shall

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any single or partial exercise of any such right, power or privilege hereunder or under any Finance Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein and in the other Finance Documents are cumulative and are not exclusive of any other remedies provided by Law. Without limiting the foregoing, nothing in this Agreement shall impair the right of any Secured Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of any Loan Party other than its indebtedness under the Finance Documents. Each Loan Party agrees, to the fullest extent it may effectively do so under applicable Law, that any holder of a participation in any Finance Obligation, whether or not acquired pursuant to the terms of any applicable Finance Document, may exercise rights of set-off or counterclaim or other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Loan Party in the amount of such participation.

Section 8.03 Compensation and Expenses of the Collateral Agent; Indemnification.

(a) Expenses. The Loan Parties, jointly and severally, agree (i) to pay or reimburse the Collateral Agent for all reasonable documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the other Collateral Documents and any amendment, waiver, consent or other modification of the provisions hereof or thereof (whether or not the transactions contemplated hereby are consummated), and the consummation of the transactions contemplated hereby, including all fees, disbursements and other charges of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Collateral Agent, (ii) to pay or reimburse the Collateral Agent and the other Secured Parties for all taxes which the Collateral Agent or any Secured Party may be required to pay by reason of the security interests granted in the Collateral (including any applicable transfer taxes) or to free any of the Collateral from the lien thereof and (iii) to pay or reimburse each Agent, any Representative of one or more Swap Creditors and each other Senior Credit Party for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights and remedies under this Agreement (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Senior Credit Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all reasonable fees and disbursements of counsel, (including the allocated charges of internal counsel); provided that the Loan Parties shall not, be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any necessary or advisable special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (iii) unless, in the written opinion of outside counsel reasonably satisfactory to the Loan Parties and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by any Agent and the costs of independent public accountants and other outside experts retained by or on behalf of the Agents and the Secured Parties. The agreements in this Section 8.03(a) shall survive the termination of the Commitments and Swap Agreements and repayment of all Finance Obligations.

(b) Protection of Collateral. If any Loan Party fails to comply with the provisions of any Finance Document, such that the value of any Collateral or the validity, perfection, rank or value of the Security Interests are thereby diminished or put at risk, the Collateral Agent may, but shall not be required to, effect such compliance on behalf of such Loan Party, and the Loan Parties shall reimburse the Collateral Agent for the costs thereof within 30 days of receipt of a reasonably detailed written invoice therefor. Any and all excise, property, sales and use taxes imposed by any state, federal or local authority on any of the Collateral, or in respect of periodic appraisals of the Collateral, or in respect of the sale or other disposition thereof shall be borne and paid by

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the Loan Parties. If any Loan Party fails to promptly pay any portion thereof when due, the Collateral Agent may, at its option, but shall not be required to, pay the same and charge the Loan Parties’ account therefor, and the Loan Parties agree to reimburse the Collateral Agent therefor on demand. All sums so paid or incurred by the Collateral Agent for any of the foregoing and any and all other sums for which any Loan Party may become liable hereunder and all costs and expenses (including attorneys’ fees, legal expenses and court costs) reasonably incurred by the Collateral Agent or any Secured Party in enforcing or protecting the Security Interests or any of their rights or remedies under this Agreement, shall, together with interest thereon until paid at the rate applicable to interest at the highest rate applicable under the Finance Documents in respect of overdue obligations, be additional Finance Obligations hereunder.

(c) Indemnification. Whether or not the transactions contemplated hereby or by the other Finance Documents are consummated, each Loan Party, jointly and severally, agrees to indemnify, save and hold harmless each Indemnitee from and against: (i) any and all claims, demands, actions or causes of action that may at any time (including at any time following the Discharge of Finance Obligations and the resignation or removal of any Agent or Representative or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or in any way relating to or arising out of the ownership, purchasing, delivery, control, acceptance, financing, possession, sale, return or other disposition of the Collateral, the violation of the Laws of any country, state or other governmental body or unit, or any tort or contract claim; (ii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in clause (i) above; and (iii) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including fees and disbursements of counsel) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action or cause of action or proceeding, in all cases, and whether or not an Indemnitee is a party to such claim, demand, action or cause of action, or proceeding; provided that no Indemnitee shall be entitled to indemnification for any claim to the extent such claim is determined by a court of competent jurisdiction in a final non-appealable judgment to have been caused by its own gross negligence, bad faith or willful misconduct; and provided further that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to and necessary or advisable special counsel and up to one local counsel in each applicable local jurisdiction) for all Indemnities unless, in the written opinion of outside counsel reasonably satisfactory to the Loan Parties and the Collateral Agent, representation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.03(c) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person or any Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Without prejudice to the survival of any other agreement of the Loan Parties hereunder and under the other Finance Documents, the agreements and obligations of the Loan Parties contained in this Section 8.03(c) shall survive the repayment of the Loans, L/C Obligations and other obligations under the Finance Documents and the termination of the Commitments. Any amounts paid by any Indemnitee as to which such Indemnitee has a right to reimbursement hereunder shall constitute Finance Obligations.

(d) Contribution. If and to the extent that the obligations of any Loan Party under this Section 8.03 are unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law.

Section 8.04 Enforcement. The Secured Parties agree that this Agreement may be enforced only by the action of the Collateral Agent (acting upon the instructions of the Required Lenders if required by the Loan Documents) (or, after the date on

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which all Senior Credit Obligations have been paid in full (other than contingent indemnification obligations) and all Commitments with respect thereto terminated, the holders of more than 50% of the outstanding Swap Obligations) and that no other Secured Party shall have any right individually to seek to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent or the holders of at least 51% of the outstanding Swap Obligations, as the case may be, for the benefit of the Secured Parties upon the terms of this Agreement and the other Finance Documents.

Section 8.05 Amendments and Waivers. Any provision of this Agreement may be amended, changed, discharged, terminated or waived if, but only if, such amendment or waiver is in writing and is signed by each Loan Party directly affected by such amendment, change, discharge, termination or waiver (it being understood that the addition or release of any Loan Party hereunder shall not constitute an amendment, change, discharge, termination or waiver affecting any Loan Party other than the Loan Party so added or released and it being further understood and agreed that any supplement to Schedule 1.01 hereto delivered pursuant to Section 4.16 hereof shall not require the consent of any Loan Party) and the Collateral Agent (with the consent of the Required Lenders or, to the extent required by Section 10.01 of the Credit Agreement, all of the Lenders); provided, however, that any amendment, change, discharge, termination or waiver adversely affecting the rights and benefits of a single Class of Secured Parties (and not all Secured Parties in a like or similar manner) shall require the written consent of the Required Secured Parties of such Class of Secured Parties. For the purposes of this Section 7.05, the term “Class” means each class of Secured Parties, i.e., whether (x) the Lenders, as holders of the Senior Credit Obligations, (y) the Hedge Banks, as holders of the obligations under the Secured Hedge Agreements or (z) the Cash Management Banks, as holders of the obligations under the Secured Cash Management Agreements. For the purposes of this Section 7.05, the term “Required Secured Parties” of any Class means each of (x) with respect to the Senior Credit Obligations, the Required Lenders, (y) with respect to the obligations under all Secured Hedge Agreements, the holders of 51% of such obligations outstanding from time to time and (z) with respect to the obligations under all Secured Cash Management Agreements, the holders of 51% of such obligations outstanding from time to time.

Section 8.06 Successors and Assigns. This Agreement shall be binding upon each of the parties hereto and inure to the benefit of the Collateral Agent and the Secured Parties and their respective successors and assigns. In the event of an assignment of all or any of the Finance Obligations, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. No Loan Party shall assign or delegate any of its rights and duties hereunder without the prior written consent of the Required Lenders or all or such lesser number of the Lenders as provided in Section 10.01 of the Credit Agreement.

Section 8.07 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTIONS OTHER THAN NEW YORK ARE GOVERNED BY THE LAWS OF SUCH JURISDICTIONS.

Section 8.08 Limitation of Law; Severability.

(a) All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of Law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of Law which may be controlling and be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable Law.

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(b) If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by Law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and the Secured Parties in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provisions in any other jurisdiction.

Section 8.09 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective with respect to each Loan Party when the Collateral Agent shall receive counterparts hereof executed by itself and such Loan Party. This Agreement may be transmitted and/or signed by facsimile or Adobe PDF file and if so transmitted or signed, shall, subject to requirements of Law, have the same force and effect as a manually signed original and shall be binding on the Loan Parties and the Collateral Agent.

Section 8.10 Additional Loan Parties. It is understood and agreed that any Domestic Subsidiary of any Group Company that is required by any Loan Document to execute a counterpart of this Agreement after the date hereof shall automatically become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party hereunder by executing an instrument of accession or joinder satisfactory in form and substance to the Collateral Agent and delivering the same to the Collateral Agent. Concurrently with the execution and delivery of such instrument of accession or joinder, such Domestic Subsidiary shall take all such actions and deliver to the Collateral Agent all such documents and agreements as such Domestic Subsidiary would have been required to deliver to the Collateral Agent on or prior to the date of this Agreement had such Domestic Subsidiary been a party hereto on the date of this Agreement. Such additional materials shall include, among other things, supplements to Schedules I, II, III, and IV hereto and Schedule 4.01 to the Security Agreement, if applicable, (which Schedules shall thereupon automatically be amended and supplemented to include all information contained in such supplements) such that, after giving effect to the accession or joinder of such Domestic Subsidiary, each of Schedules I, II, III, and IV hereto and Schedule 4.01 to the Security Agreement is true, complete and correct with respect to such Domestic Subsidiary as of the effective date of such accession or joinder. The execution and delivery of any such instrument of accession or joinder, and the amendment and supplementation of the Schedules hereto as provided in the immediately preceding sentence, shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Section 8.11 Termination; Release of Loan Parties.

(a) Termination. Upon the full, final and irrevocable payment and performance of all Finance Obligations, the cancellation or expiration of all outstanding L/C Obligations, Secured Hedge Agreements and Secured Cash Management Agreements and the termination of all Commitments under the Finance Documents, the Security Interests shall terminate and all rights to the Collateral shall revert to the Loan Parties. In addition, at any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any of the Collateral as contemplated by the Credit Agreement. Upon any such termination of the Security Interests or release of Collateral, the Collateral Agent will, upon request by and at the expense of any Loan Party, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence

- 25 -

the termination of the Security Interests or the release of such Collateral, as the case may be. Any such documents shall be without recourse to or warranty by the Collateral Agent or the Secured Parties. The Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 8.11. Upon any release of Collateral pursuant to this Section 8.11, none of the Secured Parties shall have any continuing right or interest in such Collateral or the Proceeds thereof.

(b) Release of Loan Parties. If any part of the Collateral is sold or otherwise disposed of or liquidated in compliance with the requirements of the Loan Documents (or such sale, other disposition or liquidation has been approved in writing by those Secured Parties whose approval is required by the applicable Loan Documents and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Loan Documents, to the extent applicable, the Collateral Agent, at the request and expense of such Loan Party, will duly release from the security interest created hereby and assign, transfer and deliver to such Loan Party (without recourse and without representation or warranty) such of the Collateral as is then being (or has been) so sold, disposed of or liquidated as may be in the possession or control of the Collateral Agent and has not theretofore been released pursuant to this Agreement.

Section 8.12 Entire Agreement. This Agreement and the other Loan Documents and, in the case of the Hedge Banks and the Cash Management Banks, the Secured Hedge Agreements and the Secured Cash Management Agreements, respectively, constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, and any contemporaneous oral agreements and understandings relating to the subject matter hereof and thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

LOAN PARTIES:	LIFE TECHNOLOGIES CORPORATION
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer
	APPLIED BIOSYSTEMS, LLC
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer
	KEYSTONE LABORATORIES, INC.
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer
	VISIGEN BIOTECHNOLOGIES, INC.
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer
	PERSEPTIVE BIOSYSTEMS, INC.
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer
	PE KOREA CORPORATION
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer

S-1

BOSTON PROBES, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
APPLIED BIOSYSTEMS TAIWAN CORPORATION
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
APPLIED BIOSYSTEMS CHINA, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
APPLIED BIOSYSTEMS OVERSEAS CORPORATION
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
APPLIED BIOSYSTEMS INTERNATIONAL, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
AMBION, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer

S-2

AB ADVANCED GENETIC ANALYSIS CORPORATION
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
MOLECULAR PROBES, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
SENTIGEN HOLDING CORP.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
PROTOMETRIX, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
INVITROGEN IP HOLDINGS, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
INVITROGEN HOLDINGS INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer

S-3

INVITROGEN FINANCE CORPORATION
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
INVITROGEN FEDERAL SYSTEMS, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
CELLZDIRECT, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
QUANTUM DOT CORPORATION
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
ACOUSTIC CYTOMETRY SYSTEMS, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer

S-4

COLLATERAL AGENT:	BANK OF AMERICA, N.A.,         as Collateral Agent
	By:	/s/     Tiffany Shin
	Name:	Tiffany Shin
	Title:	Assistant Vice President

S-5

EX-99.3

Exhibit 99.3

EXECUTION VERSION

SECURITY AGREEMENT

dated as of November 21, 2008

among

LIFE TECHNOLOGIES CORPORATION,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO

and

BANK OF AMERICA, N.A.,

as Collateral Agent

TABLE OF CONTENTS*

		Page
	ARTICLE I DEFINITIONS
Section 1.01	Terms Defined in the Credit Agreement	2
Section 1.02	Terms Defined in the UCC	2
Section 1.03	Additional Definitions	2
Section 1.04	Terms Generally	10
	ARTICLE II SECURITY INTERESTS
Section 2.01	Grant of Security Interests	10
Section 2.02	Continuing Liability of Each Loan Party	11
Section 2.03	Security Interests Absolute	11
Section 2.04	Segregation of Proceeds; Cash Proceeds Account.	13
Section 2.05	Reinvestment Funds Account.	14
Section 2.06	Cash Collateral Account	15
Section 2.07	Prepayment Account	15
Section 2.08	Investment of Funds in Collateral Accounts	16
	ARTICLE III REPRESENTATIONS AND WARRANTIES
Section 3.01	Title to Collateral	16
Section 3.02	Validity, Perfection and Priority of Security Interests.	17
Section 3.03	Fair Labor Standards Act	17
Section 3.04	[RESERVED].	17
Section 3.05	No Consents	17
Section 3.06	Deposit and Securities Accounts	18
	ARTICLE IV COVENANTS
Section 4.01	Delivery of Perfection Certificate; Initial Perfection and Delivery of Search Reports	18
Section 4.02	Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements	18
Section 4.03	Further Actions	19
Section 4.04	Collateral in Possession of Other Persons, Leased Real Property Locations	19
Section 4.05	Books and Records	19
Section 4.06	Delivery of Instruments, Etc	20
Section 4.07	Collection and Verification of Receivables.	20

* Table of Contents is not a part of the Security Agreement.

- i -

Table of Contents (Cont.)

		Page
Section 4.08	Notification to Account Debtors	20
Section 4.09	Certificates of Title; Fixtures	21
Section 4.10	Disposition of Collateral	21
Section 4.11	Insurance	21
Section 4.12	Information Regarding Collateral	21
Section 4.13	Covenants Regarding Intellectual Property	21
Section 4.14	Deposit Accounts and Securities Accounts	22
Section 4.15	Electronic Chattel Paper	23
Section 4.16	Claims	23
Section 4.17	Letter-of-Credit-Rights	23
	ARTICLE V GENERAL AUTHORITY; REMEDIES
Section 5.01	General Authority	23
Section 5.02	Remedies upon Event of Default.	24
Section 5.03	Limitation on Duty of Collateral Agent in Respect of Collateral	27
Section 5.04	Application of Proceeds.	28
Section 5.05	Assigned Agreements	28
	ARTICLE VI COLLATERAL AGENT
Section 6.01	Concerning the Collateral Agent	29
Section 6.02	Appointment of Co-Collateral Agent	29
	ARTICLE VII MISCELLANEOUS
Section 7.01	Notices	29
Section 7.02	No Waivers; Non-Exclusive Remedies	30
Section 7.03	Compensation and Expenses of the Collateral Agent; Indemnification.	30
Section 7.04	Enforcement	32
Section 7.05	Amendments and Waivers	32
Section 7.06	Successors and Assigns	33
Section 7.07	Governing Law	33
Section 7.08	Limitation of Law; Severability.	33
Section 7.09	Counterparts; Effectiveness	33
Section 7.10	Additional Loan Parties	33
Section 7.11	Termination	34
Section 7.12	Entire Agreement	34

- ii -

Table of Contents (Cont.)

			Page
Schedules:
Schedule 1.01	–	Claims
Schedule 3.06	–	Deposit Accounts and Securities Accounts
Schedule 4.01	–	Filings to Perfect Security Interests
Exhibits:
Exhibit A	–	Form of Grant of Security Interest in United States Patents and Trademarks
Exhibit B	–	Form of Grant of Security Interest in United States Copyrights
Exhibit C	–	Form of Deposit Account Control Agreement
Exhibit D	–	Form of Landlord’s Waiver and Consent
Exhibit E	–	Form of Consent to Assignment of Letter of Credit Proceeds

- iii -

SECURITY AGREEMENT dated as of November 21, 2008 (as amended, modified or supplemented from time to time, this “Agreement”) among LIFE TECHNOLOGIES CORPORATION, the GUARANTORS from time to time parties hereto and BANK OF AMERICA, N.A., as Collateral Agent for the benefit of the Secured Parties referred to herein.

Life Technologies Corporation, a Delaware corporation (together with its successors and permitted assigns, the “Borrower”), proposes to enter into a Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, modified or supplemented from time to time and including any agreement extending the maturity of, refinancing or otherwise amending, amending and restating or otherwise modifying or restructuring all or any portion of the obligations of the Borrower under such agreement or any successor agreement, the “Credit Agreement”) among the Borrower, the banks and other lending institutions from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (together with its successor or successors in each such capacity, the “Administrative Agent”, “Swing Line Lender”, and “L/C Issuer”, respectively), UBS Securities LLC and Morgan Stanley Senior Funding, Inc., as Co-Syndication Agents (together with their successor or successors in such capacity, the “Co-Syndication Agents”), and DnB Nor Bank, ASA and The Bank of Nova Scotia, as Co-Documentation Agents (together with its successor or successors in such capacity, the “Co-Documentation Agents”).

Certain Lenders and their Affiliates at the time acting as Hedge Banks may from time to time provide forward rate agreements, options, swaps, caps, floors and other Swap Contracts to the Loan Parties (as defined below). In addition, certain Lenders or their Affiliates at the time acting as Cash Management Banks may provide treasury management services to, for the benefit of, or otherwise in respect of, the Loan Parties (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements). The Lenders, the L/C Issuer, the Swing Line Lender, the Administrative Agent, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to the Credit Agreement, the Co-Syndication Agents, the Co-Documentation Agents, Bank of America, N.A., as collateral agent (together with its successor or successors in such capacity, the “Collateral Agent”), and each Indemnitee and their respective successors and assigns are herein referred to individually as a “Senior Credit Party” and collectively as the “Senior Credit Parties” and the Senior Credit Parties, the Hedge Banks, the Cash Management Banks and their respective successors and assigns are herein referred to individually as a “Secured Party” and collectively as the “Secured Parties”.

To induce the Lenders to enter into the Credit Agreement and the other Loan Documents, the Cash Management Banks to enter into Secured Cash Management Agreements and the Hedge Banks to enter into Secured Hedge Agreements permitted under the Credit Agreement (the Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements being herein collectively referred to as the “Finance Documents”), and as a condition precedent to the obligations of the Lenders under the Credit Agreement, the Guarantors have agreed, jointly and severally, to provide a guaranty of all obligations of the Borrower and the other Loan Parties under or in respect of the Finance Documents.

As a further condition precedent to the obligations of the Lenders under the Credit Agreement, the Borrower and each Guarantor (each a “Loan Party” and, together with each other person that becomes a party hereto pursuant to Section 7.10 hereof and the respective successors and permitted assigns of each of the foregoing, the “Loan Parties”) have agreed or will agree to grant a continuing security interest in favor of the Collateral Agent in and to the Collateral (as hereinafter defined) to secure the Finance Obligations. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Terms Defined in the Credit Agreement. Capitalized terms defined in the Credit Agreement and not otherwise defined herein have, as used herein and in the introductory statement above, the respective meanings provided for therein.

Section 1.02 Terms Defined in the UCC. Unless otherwise defined herein or in the Credit Agreement or the context otherwise requires, the following terms, together with any uncapitalized terms used herein which are defined in the UCC (as defined below), have the respective meanings provided in the UCC: (i) As-Extracted Collateral; (ii) Certificated Security; (iii) Chattel Paper; (iv) Documents; (v) Financial Asset; (vi) Instruments; (vii) Inventory; (viii) Investment Property; (ix) Payment Intangibles; (x) Proceeds; (xi) Securities Account; (xii) Securities Intermediary; (xiii) Security; (xiv) Security Certificate; (xv) Security Entitlements; and (xvi) Uncertificated Security.

Section 1.03 Additional Definitions. Terms defined in the introductory section hereof have the respective meanings set forth therein. The following additional terms, as used herein, have the following respective meanings:

“Account Control Agreement” means (i) with respect to a Deposit Account, a deposit account control agreement, substantially in the form of Exhibit C hereto or otherwise containing substantially similar terms and reasonably acceptable in form and substance to the Collateral Agent, among one or more Loan Parties, the Collateral Agent and the bank which maintains such Deposit Account (execution of such agreement shall be conclusive evidence of such approval) and (ii) with respect to a Securities Account, a securities account control agreement, substantially in the form of Exhibit B to the Pledge Agreement or otherwise containing substantially similar terms and reasonably acceptable in form and substance to the Collateral Agent, among one or more Loan Parties, the Collateral Agent and the Securities Intermediary which maintains such Securities Account (execution of such agreement shall be conclusive evidence of such approval), in each case as the same may be amended, modified or supplemented from time to time.

“Accounts” means (i) all “accounts” (as defined in the UCC), (ii) all of the rights of any Loan Party in, to and under all purchase orders for goods, services or other property, (iii) all of the rights of any Loan Party to any goods, services or other property represented by any of the foregoing (including returned or repossessed goods and unpaid seller’s rights of rescission, replevin, reclamation and rights to stoppage in transit) and (iv) all monies due to or to become due to any Loan Party under any and all contracts for any of the foregoing (in each case, whether or not yet earned by performance on the part of such Loan Party), including, without limitation, the right to receive the Proceeds of said purchase orders and contracts, and all Supporting Obligations of any kind given by any Person with respect to all or any of the foregoing.

“Account Debtor” means an “account debtor” (as defined in the UCC), and also means and includes Persons obligated to pay negotiable instruments and other Receivables.

“Cash Proceeds Account” has the meaning specified in Section 2.04(a).

“Claims” means all “commercial tort claims” (as defined in the UCC), including, without limitation, each of the claims described on Schedule 1.01 hereto, as such Schedule may be amended, modified or supplemented from time to time, and also means and includes all claims, causes of action and similar rights and interests (however characterized) of a Loan Party, whether arising in contract, tort or otherwise, and whether or not subject to any action, suit, investigation or legal, equitable, arbitration or administrative proceedings.

- 2 -

“Collateral” has the meaning specified in Section 2.01 hereof.

“Collateral Accounts” means one or more of the Cash Proceeds Account, the Cash Collateral Account, the Reinvestment Funds Account, the Prepayment Account and any other Securities Accounts or Deposit Accounts established with or in the possession or under the control of the Collateral Agent into which cash or cash Proceeds (including cash Proceeds of insurance policies, awards of condemnation or other compensation) of any Collateral are deposited from time to time, collectively.

“Collateral Agent” means Bank of America, N.A., in its capacity as collateral agent for the Secured Parties, and its successor or successors in such capacity.

“Computer Hardware” means all computer and other electronic data processing hardware of a Loan Party, whether now or hereafter owned, licensed or leased by such Loan Party, including, without limitation, all integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware, all documentation, flowcharts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes associated with any of the foregoing and all options, warranties, services contracts, program services, test rights, maintenance rights, support rights, renewal rights and indemnifications relating to any of the foregoing.

“Copyright” means any of the following, whether now existing or hereafter arising, created, owned or acquired by a Loan Party:

(i) the registered United States and foreign copyrights described on Schedule 5 to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time) and any renewals thereof;

(ii) all other common law and/or statutory rights in all copyrightable subject matter under the Laws of the United States or any other country (whether or not the underlying works of authorship have been published);

(iii) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental, derivative or collective work registrations and pending applications for registrations in the United States Copyright Office or any other country;

(iv) all computer programs, web pages, computer data bases and computer program flow diagrams, including all source codes and object codes related to any or all of the foregoing;

(v) all tangible property embodying or incorporating any or all of the foregoing, whether in completed form or in some lesser state of completion, and all masters, duplicates, drafts, versions, variations and copies thereof, in all formats;

(vi) all claims for, and rights to sue for, past, present and future infringement of any of the foregoing;

- 3 -

(vii) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements thereof and payments and damages under all Copyright Licenses in connection therewith;

(viii) all rights in any of the foregoing, whether arising under the Laws of the United States or any foreign country or otherwise, to copy, record, synchronize, broadcast, transmit, perform and/or display any of the foregoing or any matter which is the subject of any of the foregoing in any manner and by any process now known or hereafter devised; and

(ix) the name and title of each Copyright item and all rights of any Loan Party to the use thereof, including, without limitation, rights protected pursuant to trademark, service mark, unfair competition, anti-cybersquatting and/or the rules and principles of any other applicable statute, common law or other rule or principle of law now existing or hereafter arising.

“Copyright Agreement” means a grant of Security Interest in United States Copyrights, substantially in the form of Exhibit B hereto, between one or more Loan Parties and the Collateral Agent, as the same may be amended, modified or supplemented from time to time.

“Copyright License” means any agreement now or hereafter in existence granting to any Loan Party any rights, whether exclusive or non-exclusive, to use another Person’s copyrights or copyright applications, or pursuant to which any Loan Party has granted to any other Person, any right, whether exclusive or non-exclusive, with respect to any Copyright, whether or not registered, including, without limitation, the Copyright Licenses described on Schedule 5 to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time by such Loan Party).

“Deposit Accounts” means all “deposit accounts” (as defined in the UCC) and also means and includes all demand, time, savings, passbook or similar accounts maintained by a Loan Party with a bank or other financial institution, whether or not evidenced by an Instrument, all cash and other funds held therein and all passbooks related thereto and all certificates and Instruments, if any, from time to time representing, evidencing or deposited into such deposit accounts.

“Direct Exposure” has the meaning specified in Section 2.06 hereof.

“Discharge of Finance Obligations” means (i) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the Finance Documents and termination of all commitments to lend or otherwise extend credit under the Finance Documents, (ii) payment in full in cash of all other Finance Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including legal fees and other expenses, costs or charges accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such Insolvency or Liquidation Proceeding but excluding contingent indemnification obligations), (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Collateral Agent) of all Letters of Credit issued or deemed issued under the Loan Documents, (iv) termination or cash collateralization (in an amount reasonably satisfactory to the Collateral Agent) of all Secured Hedge Agreements and (v) termination or cash collateralization (in an amount reasonably satisfactory to the Collateral Agent) of all Secured Cash Management Agreements.

- 4 -

“Equipment” means all “equipment” (as defined in the UCC), including all items of machinery, equipment, Computer Hardware, furnishings and fixtures of every kind, whether or not affixed to real property, as well as all motor vehicles, automobiles, trucks, trailers, railcars, barges and vehicles of every description, handling and delivery equipment, all additions to, substitutions for, replacements of or accessions to any of the foregoing, all attachments, components, parts (including spare parts) and accessories whether installed thereon or affixed thereto and all fuel for any thereof and all options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights and indemnifications relating to any of the foregoing.

“Excepted Instruments” has the meaning specified in Section 4.06 hereof.

“Excluded Contract” means at any date any rights or interest of a Loan Party in, to or under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”) to the extent that such Contract, by the express terms of a valid and enforceable restriction in favor of a Person who is not a Group Company, (i) prohibits, or requires any consent or establishes any other condition for, an assignment thereof or a grant of a security interest therein by a Loan Party or (ii) would give any party to such Contract other than a Group Company an enforceable right to terminate its obligations thereunder; provided that (i) in the case of each such Contract in existence or the subject of rights in favor of a Loan Party as of the Closing Date the contravention or violation of which could reasonably be expected to have a Material Adverse Effect, such Contract is listed and designated as such on Schedule 5.03 to the Credit Agreement, (ii) rights to payment under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the UCC, (iii) all Proceeds paid or payable to any Loan Party from any sale, transfer or assignment of such Contract and all rights to receive such Proceeds shall be included in the Collateral and (iv) the term “Excluded Contract” shall not include any rights or interest of a Loan Party in, to or under any Contract arising after the Closing Date which is material to the conduct of the business of a Loan Party or with respect to which a contravention or other violation caused or arising by its inclusion as Collateral under this Agreement could reasonably be expected to have a Material Adverse Effect unless (A) the Loan Party shall have used, or shall be diligently using, commercially reasonable and good faith efforts to obtain all requisite consents or approvals by the other party to such Contract of all of such Loan Party’s right, title and interest thereunder to the Collateral Agent or its designee and (B) the Loan Party shall have given prompt written notice to the Collateral Agent upon any failure to obtain such consent or approval.

“Excluded Equipment” means at any date any Equipment of a Loan Party which is subject to, or secured by, a Capital Lease obligation or Purchase Money Indebtedness which is permitted under Section 7.02 of the Credit Agreement if and to the extent that (i) the express terms of a valid and enforceable restriction in favor of a Person who is not a Group Company contained in the agreements or documents granting or governing such Capital Lease obligation or Purchase Money Indebtedness prohibits, or requires any consent or establishes any other conditions for, an assignment thereof, or a grant of a security interest therein, by a Loan Party and (ii) such restriction relates only to the asset or assets acquired by a Loan Party with the Proceeds of such Capital Lease obligation or Purchase Money Indebtedness; provided that all Proceeds paid or payable to any Loan Party from any sale, transfer or assignment or other voluntary or involuntary disposition of such Equipment and all rights to receive such Proceeds shall be included in the Collateral to the extent not otherwise required to be paid to the holder of the Capital Lease obligation or Purchase Money Indebtedness secured by such Equipment.

“Exempt Deposit Accounts” means (i) Deposit Accounts the balance of which consists exclusively of (A) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Borrower to be paid to the Internal Revenue Service or state or local government agencies within the following two months with

- 5 -

respect to employees of any of the Loan Parties and (B) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of one or more Loan Parties, (ii) all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) taxes accounts, payroll accounts and trust accounts and (iii) each Deposit Account with an average monthly balance of less than $1,000,000.

“Finance Document” means (i) each Loan Document, (ii) each Secured Hedge Agreement and (iii) each Secured Cash Management Agreement, and “Finance Documents” means all of them, collectively.

“Finance Obligations” means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations of a Loan Party permitted under the Credit Agreement owed or owing under any Secured Hedge Agreement to any Hedge Bank and (iii) all Cash Management Obligations owing under any Secured Cash Management Agreement to a Cash Management Bank.

“General Intangibles” means all “general intangibles” (as defined in the UCC) and also means and includes (i) all Payment Intangibles and other obligations and indebtedness owing to any Loan Party (other than Accounts), from whatever source arising, (ii) all Claims, Judgments and/or Settlements, (iii) all rights or claims in respect of refunds for taxes paid, (iv) all rights in respect of any pension plans or similar arrangements maintained for employees of any Loan Party or any ERISA Affiliate, (v) all interests in limited liability companies and/or partnerships which interests do not constitute Securities and (vi) all Supporting Obligations of any kind given by any Person with respect to all or any of the foregoing.

“Insolvency or Liquidation Proceeding” means (i) any voluntary or involuntary case or proceeding under any Debtor Relief Law with respect to any Loan Party, (ii) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or with respect to a material portion of their respective assets, (iii) any liquidation, dissolution, reorganization or winding up of any Loan Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iv) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Loan Party.

“Intellectual Property” means all Patents, Trademarks, Copyrights, Software, Licenses, rights in intellectual property, goodwill, trade names, service marks, trade secrets, confidential or proprietary technical and business information, know-how, show-how, domain names, mask works, customer lists, vendor lists, subscription lists, data bases and related documentation, registrations, franchises and all other intellectual or other similar property rights.

“Judgments” means all judgments, decrees, verdicts, decisions or orders issued in resolution of or otherwise in connection with a Claim, whether or not final or subject to appeal, and including all rights of enforcement relating thereto and any and all Proceeds thereof.

“Letter-of-Credit Right” means all “letter-of-credit rights” (as defined in the UCC) and also means and includes all rights of a Loan Party to demand payment or performance under a letter of credit (as defined in Article V of the UCC).

“License” means any Patent License, Trademark License, Copyright License, Software License or other license or sublicense as to which any Loan Party is a party (other than those license agreements constituting Excluded Contracts; provided that rights to payments under any such license shall be included in the Collateral to the extent permitted thereby or by Sections 9-406 and 9-408 of the UCC).

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“Liquid Investments” has the meaning specified in Section 2.08 hereof.

“Cash Collateral Account” has the meaning specified in Section 2.06 hereof.

“Patent” means any of the following, whether now existing or hereafter arising, invented, developed, reduced to practice, acquired or owned by a Loan Party:

(i) the United States and foreign patents described on Schedule 5 to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time by such Loan Party) and any renewals thereof;

(ii) all other letters patent and design letters patent of the United States or any other country;

(iii) all applications filed or in preparation for filing for letters patent and design letters patent of the United States or any other country including, without limitation, applications in the United States Patent and Trademark Office or in any similar office or agency of the United States or any other country or political subdivision thereof;

(iv) all reissues, divisions, continuations, continuations-in-part, revisions, renewals or extensions thereof;

(v) all claims for, and rights to sue for, past, present or future infringement of any of the foregoing;

(vi) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements thereof and payments and damages under all Patent Licenses in connection therewith; and

(vii) all rights corresponding to any of the foregoing whether arising under the Laws of the United States or any foreign country or otherwise.

“Patent and Trademark Agreement” means a grant of Security Interest in United States Patents and Trademarks, substantially in the form of Exhibit A hereto, between one or more Loan Parties and the Collateral Agent, as the same may be amended, modified or supplemented from time to time.

“Patent License” means any agreement now or hereafter in existence granting to any Loan Party any right, whether exclusive or non-exclusive, with respect to any Person’s patent or any invention now or hereafter in existence, whether or not patentable, or pursuant to which any Loan Party has granted to any other Person, any right, whether exclusive or non-exclusive, with respect to any Patent or any invention now or hereafter in existence, whether or not patentable and whether or not a Patent or application for Patent is in or hereafter comes into existence on such invention, including, without limitation, the Patent Licenses described on Schedule 5 to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time by such Loan Party).

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“Perfection Certificate” means with respect to each Loan Party a certificate, substantially in the form of Exhibit G-3 to the Credit Agreement, completed and supplemented with the schedules and attachments contemplated thereby.

“Prepayment Account” has the meaning specified in Section 2.07 hereof.

“Receivables” means all Accounts, all Payment Intangibles, all Instruments, all Chattel Paper, all Letter-of-Credit Rights and all Supporting Obligations supporting or otherwise relating to any of the foregoing.

“Recordable Intellectual Property” means Intellectual Property the transfer of which is required to be recorded in the United States Patent and Trademark Office or the United States Copyright Office in order to be effective against subsequent third party transferees; provided that the following shall not be considered “Recordable Intellectual Property” hereunder: (i) unregistered United States Copyrights and (ii) non-exclusive Licenses.

“Reinvestment Funds” has the meaning specified in Section 2.05(a) hereof.

“Reinvestment Funds Account” has the meaning specified in Section 2.05(a) hereof.

“Relevant Contingent Exposure” has the meaning specified in Section 2.06 hereof.

“Representative” has the meaning specified in Section 5.04(c) hereof.

“Secured Party” has the meaning specified in the introductory section hereof.

“Security Interests” means the security interests in the Collateral granted under this Agreement securing the Finance Obligations.

“Settlements” means all right, title and interest of a Loan Party in, to and under any settlement agreement or other agreement executed in settlement or compromise of any Claim, including all rights to enforce such agreements and all payments thereunder or arising in connection therewith.

“Software” means all “software” (as defined in the UCC), and also means and includes all software programs, whether now or hereafter owned, licensed or leased by a Loan Party, designed for use on Computer Hardware, including, without limitation, all operating system software, utilities and application programs in whatever form and whether or not embedded in goods, all source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever, all firmware associated with any of the foregoing all documentation, flowcharts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes associated with any of the foregoing, and all options, warranties, services contracts, program services, test rights, maintenance rights, support rights, renewal rights and indemnifications relating to any of the foregoing.

“Software License” means any agreement (including any agreement constituting a Copyright License, Patent License and/or Trademark License) now or hereafter in existence granting to any Loan Party any right, whether exclusive or non-exclusive, to use another Person’s Software, or pursuant to which any Loan Party has granted to any other Person, any right, whether exclusive or non-exclusive, to use any Software, whether or not subject to any registration.

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“Supporting Obligation” means a Letter-of-Credit Right, Guarantee or other secondary obligation supporting or any Lien securing the payment or performance of one or more Receivables, General Intangibles, Documents or Investment Property.

“Trademark” means any of the following, whether now existing or hereafter arising, used, acquired or owned by a Loan Party:

(i) the United States and foreign trademarks described on Schedule 5 to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time) and any renewals thereof;

(ii) all other trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, certification marks, collective marks, brand names, trademark rights arising out of domain names and trade dress which are or have been used in the United States or in any state, territory or possession thereof, or in any other place, nation or jurisdiction, along with all prints and labels on which any of the foregoing have appeared or appear, package and other designs, and any other source or business identifiers, and general intangibles of like nature, and the rights in any of the foregoing which arise under applicable Law;

(iii) the goodwill of the business symbolized thereby or associated with each of the foregoing;

(iv) all registrations and applications in connection therewith, including, without limitation, registrations and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof;

(v) all reissues, extensions and renewals thereof;

(vi) all claims for, and rights to sue for, past, present or future infringements of any of the foregoing;

(vii) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements thereof and payments and damages under all Trademark Licenses in connection therewith; and

(viii) all rights corresponding to any of the foregoing whether arising under the Laws of the United States or any foreign country or otherwise.

“Trademark License” means any agreement now or hereafter in existence granting to any Loan Party any right, whether exclusive or non-exclusive, to use another Person’s trademarks or trademark applications, or pursuant to which any Loan Party has granted to any other Person, any right, whether exclusive or non-exclusive, to use any Trademark, whether or not registered, including, without limitation, the Trademark Licenses described on Schedule 5 to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time by such Loan Party) and the rights to prepare for sale, sell and advertise for sale, all of the inventory now or hereafter owned by any Loan Party and now or hereafter covered by such license agreements.

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“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if by reason of mandatory provisions of Law, the perfection, the effect of perfection or non-perfection or the priority of the Security Interests in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

Section 1.04 Terms Generally. The definitions in Sections 1.02 hereof and 1.03 hereof shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein, the word “day” means a calendar day.

ARTICLE II

SECURITY INTERESTS

Section 2.01 Grant of Security Interests. To secure the due and punctual payment of all Finance Obligations of it and of all other Loan Parties, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof and to secure the performance of all of its obligations and the obligations of all other Loan Parties hereunder and under the other Finance Documents, each Loan Party hereby grants to the Collateral Agent for the benefit of the Secured Parties a security interest in, and each Loan Party hereby pledges and collaterally assigns to the Collateral Agent for the benefit of the Secured Parties, all of such Loan Party’s right, title and interest in, to and under the following, whether now owned or existing or hereafter acquired, created or arising, whether tangible or intangible, and regardless of where located (all of which are herein collectively called the “Collateral”):

(i) all Receivables;

(ii) all Inventory;

(iii) all General Intangibles;

(iv) all Intellectual Property;

(v) all Documents and all Supporting Obligations of any kind given by any Person with respect thereto;

(vi) all Equipment;

(vii) all Investment Property and all Supporting Obligations of any kind given by any Person with respect thereto;

(viii) all Deposit Accounts;

(ix) all As-Extracted Collateral;

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(x) the Collateral Accounts, all cash and other property deposited therein or credited thereto from time to time, the Liquid Investments made pursuant to Section 2.08 hereof and other monies and property of any kind of any Loan Party maintained with or in the possession of or under the control of the Collateral Agent;

(xi) all books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of each Loan Party pertaining to any of the Collateral; and

(xii) all Proceeds of all or any of the Collateral described in clauses (i) through (xii) hereof;

provided, however, that, the Collateral shall not include shares of capital stock having voting power in excess of 65% of the voting power of all classes of capital stock of a Foreign Subsidiary of any Loan Party if, and solely to the extent that, the inclusion of such shares of capital stock hereunder would cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed repatriation of the earnings of such Foreign Subsidiary to such Foreign Subsidiary’s United States parent for United States federal income tax purposes; and provided, further, that the Collateral shall not include any Excluded Contracts, Excluded Equipment or Exempt Deposit Accounts.

Section 2.02 Continuing Liability of Each Loan Party. Anything herein to the contrary notwithstanding, each Loan Party shall remain liable to observe and perform all the terms and conditions to be observed and performed by it under any contract, agreement, warranty or other obligation with respect to the Collateral. Neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any such contract, agreement, warranty or obligation by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating to any Collateral, nor shall the Collateral Agent or any Secured Party be required to perform or fulfill any of the obligations of any Loan Party with respect to any of the Collateral, to make any inquiry as to the nature or sufficiency of any payment received by it or the sufficiency of the performance of any party’s obligations with respect to any Collateral. Furthermore, neither the Collateral Agent nor any Secured Party shall be required to file any claim or demand to collect any amount due or to enforce the performance of any party’s obligations with respect to the Collateral.

Section 2.03 Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:

(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise;

(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;

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(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation;

(iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;

(v) the existence of any claim, set-off or other right which any Loan Party may have at any time against any other Loan Party, any Agent, any other Secured Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(vi) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by any other Loan Party of any Finance Obligation;

(vii) any failure by any Secured Party: (A) to file or enforce a claim against any Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Secured Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;

(viii) any direction as to application of payment by any other Loan Party or any other Person;

(ix) any subordination by any Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors;

(x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or

(xi) any other act or omission to act or delay of any kind by any Loan Party or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder.

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This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final Discharge of Finance Obligations.

Section 2.04 Segregation of Proceeds; Cash Proceeds Account.

(a) Creation of Cash Proceeds Account. Upon request of the Collateral Agent, there shall be established with the Collateral Agent a Securities Account (the “Cash Proceeds Account”) in the name of “Bank of America, N.A., as Collateral Agent” and under the exclusive control of the Collateral Agent. All cash Proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to subsection (b) of this Section shall be deposited in the Cash Proceeds Account. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the Cash Proceeds Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Cash Proceeds Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Cash Proceeds Account together with any Liquid Investments from time to time made pursuant to Section 2.08 hereof and any other property or assets from time to time deposited in or credited to the Cash Proceeds Account shall vest in and be under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided.

(b) Deposits to Cash Proceeds Account. Upon the request of the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, except as otherwise provided in Section 2.05 or 2.06 hereof, each Loan Party shall instruct all Account Debtors and other Persons obligated in respect of its Receivables and other Collateral to make all payments in respect of its Receivables and other Collateral either (i) directly to the Collateral Agent (by instructing that such payments be remitted by direct wire transfer to the Collateral Agent at its address referred to in Section 7.01 hereof or to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in the United States (by instructing that such payments be remitted by direct wire transfer to, or to a post office box which shall be in the name and under the control of, such bank) under an Account Control Agreement duly executed by each relevant Loan Party and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which each relevant Loan Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the Cash Proceeds Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the Cash Proceeds Account. In addition to the foregoing, each Loan Party agrees that if the Proceeds of any Collateral hereunder (including the payments made in respect of Receivables) shall be received by it after the occurrence and during the continuance of an Event of Default, such Loan Party shall as promptly as possible deposit such Proceeds into the Cash Proceeds Account. Until so deposited, all such Proceeds shall be held in trust by the relevant Loan Party for and as the property of the Collateral Agent for the benefit of the Secured Parties and shall not be commingled with any other funds or property of any Loan Party. Each Loan Party hereby irrevocably authorizes and empowers the Collateral Agent, its officers, employees and authorized agents to endorse and sign its name on all checks, drafts, money orders or other media of payment so delivered, and such endorsements or assignments shall, for all purposes, be deemed to have been made by the relevant Loan Party prior to any endorsement or assignment thereof by the Collateral Agent. The Collateral Agent may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

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Section 2.05 Reinvestment Funds Account.

(a) Creation of and Deposits to the Reinvestment Funds Account. Promptly upon and at all times after the receipt by any Loan Party of any Net Cash Proceeds or other amounts required to be paid to the Collateral Agent pursuant to Section 2.05(b)(i) of the Credit Agreement or Section 4.11 hereof or pursuant to any similar provision of any other Loan Document (collectively, “Reinvestment Funds”), such Loan Party shall establish and shall thereafter maintain an additional Securities Account (the “Reinvestment Funds Account”) at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Reinvestment Funds Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Reinvestment Funds Account duly executed by such Loan Party and the Securities Intermediary maintaining such Reinvestment Funds Account. Each Loan Party hereby agrees to cause any Reinvestment Funds received from time to time after the establishment of the Reinvestment Funds Account to be deposited therein as set forth in this paragraph. Any Insurance Proceeds exceeding $2,000,000 in respect of one or a series of related events or conditions giving rise thereto received from time to time by the Collateral Agent in respect of which the Collateral Agent is an insured party and loss payee shall be promptly deposited in the Reinvestment Funds Account as set forth in this paragraph. Any income received with respect to the balance from time to time standing to the credit of the Reinvestment Funds Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Reinvestment Funds Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Reinvestment Funds Account together with any Liquid Investments from time to time made pursuant to Section 2.08 hereof and any other property or assets from time to time deposited in or credited to the Reinvestment Funds Account shall vest in the Collateral Agent for the benefit of the holders from time to time of the Finance Obligations, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall apply to repayment of the Loans and, if necessary, to cash collateralization of L/C Obligations those amounts on deposit in the Reinvestment Funds Account which are required to be applied to the repayment of the Loans in accordance with Section 2.05(b)(i) of the Credit Agreement and the definition of “Reinvestment Funds” or any other applicable term of any Loan Document, and, unless an Event of Default shall have occurred and be continuing, shall promptly in accordance with subsection (b) below release to, or upon the order of the Loan Party in respect of which such Reinvestment Funds were delivered, those amounts on deposit in the Reinvestment Funds Account which are not required to be so applied or retained in the Reinvestment Funds Account pursuant to any other provision of any Loan Document for application as provided in subsection (b) below.

(b) Withdrawals from Reinvestment Funds Account. The balance from time to time standing to the credit of the Reinvestment Funds Account (to the extent not applied pursuant to the last sentence of Section 2.05(a) hereof) shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuation of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the applicable Loan Party at such times and in such amounts as such Loan Party shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Reinvestment Funds were received or for the purpose of repaying indebtedness secured by a Permitted Lien on, or meeting other liabilities in respect of, the property in respect of which such Reinvestment Funds were received or for any other purpose permitted with respect to such Reinvestment Funds under the Credit Agreement. Each Loan Party hereby irrevocably consents and agrees to such distribution. To the extent required by any Loan Document, any such request shall be accompanied by a certificate of the chief executive officer or chief financial officer of such Loan Party setting forth in detail reasonably satisfactory to the Collateral Agent the purpose for which such funds will be expended. If immediately available cash on deposit in the

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Reinvestment Funds Account is not sufficient to make any distribution to a Loan Party referred to in the previous sentence of this Section 2.05(b), the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Reinvestment Funds Account designated by such Loan Party and the Borrower as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Article II, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Collateral Agent may apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Reinvestment Funds Account in the manner specified in Section 5.04 hereof.

Section 2.06 Cash Collateral Account. All amounts required to be deposited by any Loan Party as cash collateral for L/C Obligations pursuant to Section 2.03(g) or Section 8.02(iii) of the Credit Agreement, any similar provision of any other Loan Document or pursuant to Section 5.04 shall be deposited in a Securities Account (the “Cash Collateral Account”) established and maintained by such Loan Party at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Cash Collateral Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Cash Collateral Account duly executed by such Loan Party and the Securities Intermediary maintaining such Cash Collateral Account. Any income received with respect to the balance from time to time standing to the credit of the Cash Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Cash Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Cash Collateral Account together with any Liquid Investments from time to time made pursuant to Section 2.08 and any other property or assets from time to time deposited in or credited to the Cash Collateral Account shall vest in and be under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. If and when any portion of the L/C Obligations on which any deposit in the Cash Collateral Account was based (the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by the L/C Issuer Lender with respect thereto of a draft presented under any Letter of Credit, the amount of such Direct Exposure (but not more than the amount in the Cash Collateral Account at the time) shall be withdrawn by the Collateral Agent from the Cash Collateral Account and shall be paid to the Administrative Agent for application pursuant to the Credit Agreement, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the Cash Collateral Account exceeds the Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be continuing, be withdrawn by the Collateral Agent and paid to the applicable Loan Party or its order. Each Loan Party hereby irrevocably consents and agrees to each such distribution. If an Event of Default shall have occurred and be continuing, the excess of the funds in the Cash Collateral Account over the Relevant Contingent Exposure shall be retained in the Cash Collateral Account and, upon the occurrence and continuation of an Event of Default, may be withdrawn by the Collateral Agent and applied in the manner specified in Section 5.04. If immediately available cash on deposit in the Cash Collateral Account is not sufficient to make any distribution to a Loan Party referred to in this Section 2.06, the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Cash Collateral Account designated by such Loan Party as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.06, such distribution shall not be made until such liquidation has taken place.

Section 2.07 Prepayment Account. All amounts required to be deposited by the Borrower as cash collateral pursuant to Section 2.03, Section 2.05 and Section 8.02(iii) of the Credit Agreement or any similar provision of any Loan Document shall

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be deposited in a Securities Account (the “Prepayment Account”) established and maintained by the Borrower at the offices of the Collateral Agent or such other bank or other financial institution as the Borrower and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Prepayment Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the Loan Party so required to make such deposit shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Prepayment Account duly executed by the Borrower and the Securities Intermediary maintaining such Prepayment Account. Any income received with respect to the balance from time to time standing to the credit of the Prepayment Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Prepayment Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Prepayment Account, together with any Liquid Investments from time to time deposited in or credited to the Prepayment Account, shall vest in and be under the sole dominion and control of the Collateral Agent for the ratable benefit of the holders from time to time of the Finance Obligations, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall from time to time pay to the Administrative Agent for application to repayment of the Loans of the respective Class as required by Section 2.05 of the Credit Agreement those amounts on deposit in the Prepayment Account which are required to be applied to the repayment of the Loans of such Class in accordance with Section 2.05 of the Credit Agreement. If immediately available cash on deposit in the Prepayment Account is not sufficient to make any distribution referred to in this Section 2.07, the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Prepayment Account designated by the Borrower as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.07, such distribution shall not be made until such liquidation has taken place.

Section 2.08 Investment of Funds in Collateral Accounts. Amounts on deposit in the Collateral Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent may liquidate any such Liquid Investments and apply or cause to be applied the proceeds thereof in the manner specified in Section 5.04. For this purpose, “Liquid Investments” means Cash Equivalents or Foreign Cash Equivalents maturing within 90 days after such Cash Equivalent or Foreign Cash Equivalent is acquired by the Collateral Agent.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants that:

Section 3.01 Title to Collateral. Such Loan Party has good and marketable title to, or valid license or leasehold interests in, all of the Collateral in which it has granted a security interest hereunder, free and clear of any Liens other than Permitted Liens. Such Loan Party has taken all actions necessary under the UCC to perfect its interest in any Receivables purchased by or assigned to it, as against its assignors and creditors of its assignors. Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, Permitted Liens and Liens securing indebtedness to be repaid with the proceeds of the initial Loans under the Credit Agreement and in respect of which the Administrative Agent has received pay-off letters and instruments appropriate under local Law to effect the termination of such Liens, no financing statement, mortgage, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a

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Lien on such Collateral. No Collateral having a value individually or collectively in excess of $10,000,000 (other than Inventory in transit not covered by a negotiable document of title or Inventory in the possession of a carrier or similar bailee as to which the provisions of Section 4.04 have been complied with) is in the possession or control of any Person (other than a Loan Party) asserting any claim thereto or security interest therein, except that the Collateral Agent or its designee may have possession and/or control of Collateral as contemplated hereby and by the other Loan Documents.

Section 3.02 Validity, Perfection and Priority of Security Interests.

(a) The Security Interests constitute valid security interests under the UCC securing the Finance Obligations.

(b) When Uniform Commercial Code financing statements shall have been filed in the offices specified in Schedule 4.01, the Security Interests will constitute perfected security interests in all right, title and interest of such Loan Party in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein except for Permitted Liens.

(c) When each Patent and Trademark Agreement has been filed with the United States Patent and Trademark Office and each Copyright Agreement has been filed with the United States Copyright Office, the Security Interests will constitute perfected security interests in all right, title and interest of such Loan Party in the Recordable Intellectual Property therein described to the extent that a security interest therein may be perfected by such filing pursuant to applicable Law, prior to all other Liens and rights of others therein except for Permitted Liens.

(d) When each Account Control Agreement has been executed and delivered to the Collateral Agent, the Security Interests will constitute perfected security interests in all right, title and interest of the Loan Parties in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens other than Permitted Liens and rights of others therein and subject to no adverse claims except for Permitted Liens.

(e) When each consent substantially in the form of Exhibit E has been executed and delivered to the Collateral Agent, the Security Interests shall constitute perfected security interests in all right, title and interest of such Loan Party in the Letter-of-Credit Rights referred to therein, prior to all other Liens other than Permitted Liens and rights of others therein.

(f) So long as such Loan Party is in compliance with the provisions of Section 4.15, the Security Interests shall constitute perfected security interests in all right, title and interest of such Loan Party in all electronic Chattel Paper, prior to all other Liens other than Permitted Liens and rights of others therein.

Section 3.03 Fair Labor Standards Act. All of such Loan Party’s Inventory has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended from time to time, or any successor statute, and regulations promulgated thereunder.

Section 3.04 [RESERVED].

Section 3.05 No Consents. No consent of any other Person (including, without limitation, any stockholder or creditor of such Loan Party or any of its Subsidiaries) and no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any Governmental Authority is required to be obtained by such Loan Party in

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connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of the rights and remedies of the Collateral Agent pursuant to this Agreement, except (i) as may be required to perfect (as described in Schedule 4.01) and maintain the perfection of the security interests created hereby, (ii) with respect to vehicles represented by a certificate of title, (iii) with respect to Receivables subject to the Federal Assignment of Claims Act or (iv) in connection with the disposition of the Collateral by Laws affecting the offering and sale of securities generally or as described in Schedule 5.03 to the Credit Agreement; provided, however, that (i) the registration of Copyrights in the United States Copyright Office may be required to obtain a security interest therein that is effective against subsequent transferees under United States Federal copyright law and (ii) to the extent that recordation of the Security Interests in the United States Patent and Trademark Office or the United States Copyright Office is necessary to perfect the Security Interests or to render the Security Interests effective against subsequent third parties, such recordations will not have been made with respect to the items that are not Recordable Intellectual Property.

Section 3.06 Deposit and Securities Accounts. Schedule 3.06 sets forth as of the date hereof a complete and correct list of each Loan Party’s Deposit Accounts and Securities Accounts, the name and address of the financial institution which maintains each such account and the purpose for which such account is used.

ARTICLE IV

COVENANTS

Each Loan Party covenants and agrees that until the payment in full of all Finance Obligations (other than contingent indemnification obligations and, but only to the extent not then due and payable, obligations under Secured Hedge Agreements and Secured Cash Management Obligations) and until there is no commitment by any Secured Party to make further advances, incur obligations or otherwise give value, such Loan Party will, except as otherwise provided in the Credit Agreement, comply with the following:

Section 4.01 Delivery of Perfection Certificate; Initial Perfection and Delivery of Search Reports. Not less than five Business Days prior to the Closing Date, such Loan Party shall (i) deliver its Perfection Certificate to the Collateral Agent, (ii) deliver to the Collateral Agent a fully executed Account Control Agreement with respect to each of its Deposit Accounts (other than Exempt Deposit Accounts) and Securities Accounts, (iii) deliver to the Collateral Agent a fully executed consent substantially in the form of Exhibit E with respect to each of its Letter-of-Credit Rights and (iv) cause all filings and recordings specified in Schedule 4.01 to have been completed. The information set forth in the Perfection Certificate shall be correct and complete as of the Closing Date.

Section 4.02 Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements. Such Loan Party will not change its name, identity, structure or location (determined as provided in Section 9-307 of the UCC) in any manner, and shall not become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, in each case, unless it shall have given the Collateral Agent notice within 30 days following the occurrence thereof. Except as permitted by the Credit Agreement, such Loan Party shall not in any event change the location of any Collateral or its name, identity, structure or location (determined as provided in Section 9-307 of the UCC), or become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, if such change would cause the Security Interests in any Collateral to lapse or cease to be perfected unless such Loan Party has taken on or before the date of lapse all actions necessary to ensure that the Security Interests in the Collateral do not lapse or cease to be perfected.

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Section 4.03 Further Actions. Such Loan Party will, from time to time at its expense and in such manner and form as the Collateral Agent may reasonably request, execute, deliver, file and record or authorize the recording of any financing statement, specific assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the Uniform Commercial Code and any filings with the United States Patent and Trademark Office and the United States Copyright Office) that from time to time may be necessary or advisable under the UCC or with respect to Recordable Intellectual Property, or that the Collateral Agent may reasonably request, in order to create, preserve, perfect, confirm or validate the Security Interests or to enable the Collateral Agent and the Secured Parties to obtain the full benefit of this Agreement or to exercise and enforce any of its rights, powers and remedies created hereunder or under applicable Law with respect to any of the Collateral. Such Loan Party shall maintain the Security Interest as a first priority Lien, subject only to Permitted Liens, and shall defend such security interests as first priority Liens, subject only to Permitted Liens, and such priority against the claims and demands of all Persons to the extent adverse to such Loan Party’s ownership rights or otherwise inconsistent with this Agreement or the other Loan Documents. To the extent permitted by applicable Law, such Loan Party hereby authorizes the Collateral Agent to file, in the name of such Loan Party or otherwise and without the signature or other separate authorization or authentication of such Loan Party appearing thereon, such Uniform Commercial Code financing statements or continuation statements as the Collateral Agent may reasonably deem necessary or appropriate to further perfect or maintain the perfection of the Security Interests. Such Loan Party hereby authorizes the Collateral Agent to file financing and continuation statements describing as the Collateral covered thereby “all of the debtor’s personal property and assets” or words to similar effect, notwithstanding that such description may be broader in scope than the Collateral described in this Agreement. Such Loan Party agrees that, except to the extent that any filing office requires otherwise, a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. The Loan Parties shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other assignment documents concerning the Collateral.

Section 4.04 Collateral in Possession of Other Persons, Leased Real Property Locations. If any of such Loan Party’s Collateral having a value individually or collectively in excess of $10,000,000 is at any time in the possession or control of any warehouseman, vendor, bailee or any agents or processors of any Loan Party, such Loan Party shall (i) notify such warehouseman, vendor, bailee, agent or processor of the Security Interests created hereby, (ii) instruct such warehouseman, vendor, bailee, agent or processor to hold all such Collateral for the Collateral Agent’s account and subject to the Collateral Agent’s instructions, (iii) use commercially reasonable efforts (without incurring material obligations or foregoing material rights) to cause such warehouseman, vendor, bailee, agent or processor to authenticate a record acknowledging that it holds possession of such Collateral for the benefit of the Collateral Agent and the Secured Parties and (iv) make such authenticated record available to the Collateral Agent. Such Loan Party agrees that if any warehouse receipt or receipt in the nature of a warehouse receipt is issued with respect to any of its Inventory, such warehouse receipt or receipt in the nature thereof shall not be “negotiable” (as such term is used in Section 7-104 of the Uniform Commercial Code as in effect in any relevant jurisdiction or under other relevant Law). If any Loan Party enters into any lease of Material Real Property after the date hereof, such Loan Party will use commercially reasonable efforts to obtain waivers from the landlords of all such Material Real Property, substantially in the form of Exhibit D or in such other form as shall be reasonably acceptable to the Collateral Agent.

Section 4.05 Books and Records. Such Loan Party shall keep full and accurate books and records relating to the Collateral, including, but not limited to, the originals of all documentation with respect thereto, records of all payments received, all credits granted thereon, all merchandise returned and all other dealings therewith, and such Loan Party will make the same

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available to the Collateral Agent for inspection, at such Loan Party’s own cost and expense, at any and all reasonable times upon demand. Upon direction by the Collateral Agent, such Loan Party shall stamp or otherwise mark such books and records in such manner as the Collateral Agent may reasonably require in order to reflect the Security Interests.

Section 4.06 Delivery of Instruments, Etc. Such Loan Party will immediately deliver each Instrument and each Certificated Security (other than (i) promissory notes having individually a face value not in excess of $2,500,000, (ii) Cash Equivalents held in a Deposit Account or a Securities Account and subject to an effective Account Control Agreement as required by Section 4.12 and (iii) Instruments or Certificated Securities received in connection with bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers in the ordinary course of business having individually a face amount of less than $2,500,000 in the case of Instruments or Certificated Securities subject to this clause (iii) (the Instruments and Certificated Securities described in clauses (i), (ii) and (iii) above constituting “Excepted Instruments”)) to the Collateral Agent, appropriately indorsed to the Collateral Agent; provided that so long as no Event of Default shall have occurred and be continuing, and except as required by any other Loan Document, such Loan Party may (unless otherwise provided in Section 2.04(b)) retain for collection in the ordinary course of business any checks, drafts and other Instruments received by it in the ordinary course of business, and the Collateral Agent shall, promptly upon request of such Loan Party, make appropriate arrangements for making any other Instrument or Certificated Security pledged by such Loan Party available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate to the Collateral Agent, against a trust receipt or like document).

Section 4.07 Collection and Verification of Receivables.

(a) Collection of Receivables. Such Loan Party shall use its commercially reasonable efforts to cause to be collected from each Account Debtor, as and when due, any and all amounts owing under or on account of each Receivable (including, without limitation, Receivables which are delinquent, such Receivables to be collected in accordance with lawful collection procedures) unless such Loan Party shall reasonably determine in respect of any such Receivable that such efforts would be of negligible economic value, and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable. Such Loan Party shall not rescind or cancel any indebtedness or obligation evidenced by any Receivable, modify, make adjustments to, extend, renew, compromise or settle any material dispute, claim, suit or legal proceeding relating to, or sell or assign, any Receivable, or interest therein, without the prior written consent of the Collateral Agent, except that, subject to the rights of the Collateral Agent and the Secured Parties hereunder if an Event of Default shall have occurred and be continuing, such Loan Party may allow adjustments to amounts owing under its Receivables, which such Loan Party finds appropriate in accordance with sound business judgment and in accordance with such Loan Party’s ordinary course of business consistent with its historical collection practices. The costs and expenses (including, without limitation, attorneys’ fees) of collection of Receivables, whether incurred by such Loan Party or the Collateral Agent, shall be borne by the Loan Parties.

Section 4.08 Notification to Account Debtors. Upon the occurrence and during the continuance of any Event of Default, such Loan Party will promptly notify (and such Loan Party hereby authorizes the Collateral Agent so to notify) each Account Debtor in respect of any Receivable that such Collateral has been assigned to the Collateral Agent hereunder for the benefit of the Secured Parties, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent or its designee in accordance with Section 2.04.

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Section 4.09 Certificates of Title; Fixtures. Upon the occurrence and during the continuance of an Event of Default and if requested by the Collateral Agent, such Loan Party shall (i) promptly, in the case of Equipment constituting one or more titled vehicles now owned, and (ii) within 10 days of acquiring any other Equipment constituting one or more titled vehicles, deliver to the Collateral Agent any and all certificates of title, applications for title or similar evidence of ownership of such Equipment and shall cause the Collateral Agent to be named as lienholder on any such certificate of title or other evidence of ownership.

Section 4.10 Disposition of Collateral. Such Loan Party will not sell, lease, exchange, license, assign or otherwise dispose of, or grant any option with respect to, any Collateral or create or suffer to exist any Lien (other than the Security Interests and Permitted Liens) on any Collateral except that, subject to the rights of the Collateral Agent and the Secured Parties hereunder, such Loan Party may sell, lease, exchange, license, assign, or otherwise dispose of, or grant options with respect to, Collateral to the extent expressly permitted by the Credit Agreement, whereupon, in the case of any such disposition, the Security Interests created hereby in such item (but not in any Proceeds arising from such disposition) shall cease immediately without any further action on the part of the Collateral Agent.

Section 4.11 Insurance. Prior to the Closing Date, such Loan Party will cause the Collateral Agent to be named as an insured party and loss payee, effective at all times on and after the Closing Date, on each insurance policy covering risks relating to any of its Inventory and Equipment as provided in Section 6.07 of the Credit Agreement. Such Loan Party hereby appoints the Collateral Agent as its attorney-in-fact, effective during the continuance of an Event of Default, to make proof of loss, claims for insurance and adjustments with insurers, and to execute or endorse all documents, checks or drafts in connection with payments made as a result of any insurance policies.

Such Loan Party assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Loan Party to pay the Finance Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Loan Party.

Section 4.12 Information Regarding Collateral. Such Loan Party will, promptly upon request, provide to the Collateral Agent all information and evidence it may reasonably request concerning the Collateral to enable the Collateral Agent to enforce the provisions of this Agreement.

Section 4.13 Covenants Regarding Intellectual Property.

(a) Except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, such Loan Party shall.

(i) not do any act, or omit to do any act, whereby any Patent owned by such Loan Party that is reasonably necessary for the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, may become forfeited, abandoned or dedicated to the public except in the ordinary course of patent prosecution and maintenance;

(ii) with respect to each Trademark owned by such Loan Party, (i) maintain each such Trademark in full force free from any claim of abandonment for non-use; (ii) use each such Trademark that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, with the appropriate notice of registration and all other notices and legends required by applicable Laws; (iii) not (and, to the extent such Loan Party has the control to do so, not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby such Trademark may become invalidated or impaired in any way; and

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(iii) not do any act whereby any Copyright owned by such Loan Party that is material to the conduct of the business of Borrower and its Subsidiaries, taken as a whole, may fall into the public domain.

(b) In the event that such Loan Party shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States or in any Designated Foreign Jurisdiction or any political subdivision thereof, or acquire any registered Patent, Trademark or Copyright, or application therefor, it shall inform the Collateral Agent in the manner and to the extent contemplated by Section 6.02(g) of the Credit Agreement, and, upon request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interests in such application, any resulting Patent, Trademark or Copyright and the goodwill or accounts and general intangibles of such Loan Party relating thereto or represented thereby, and such Loan Party hereby appoints the Collateral Agent its attorney-in-fact to file such writings for the foregoing purposes.

(c) As to all material Licenses (excluding non-exclusive Licenses of Software) entered into after the date hereof with any third party licensor, such Loan Party will use commercially reasonable and good faith efforts to obtain all requisite consents or approvals by the licensor to effect the assignment of all of such Loan Party’s right, title and interest thereunder to the Collateral Agent or its designee and to effect the sub-license contemplated under Section 5.02(e) hereof upon and during the continuance of an Event of Default, and such Loan Party shall provide immediate written notice to the Collateral Agent upon failure to obtain any such consent or approval.

(d) Such Loan Party shall take all actions (and cause all other Persons, including licensees, to the extent such other Persons are subject to its control to take such actions) which are reasonably necessary or advisable to protect, preserve and confirm the validity, priority, perfection or enforcement of the rights granted to the Collateral Agent with respect to Intellectual Property under this Agreement. Such Loan Party shall give the Collateral Agent written notice in the manner and to the extent contemplated by Section 6.02(g) of the Credit Agreement if, after the date hereof, such Loan Party shall (x) obtain rights to any Trademarks, Patents or Copyrights, or (y) enter into any new license agreements regarding any of the foregoing. Such Loan Party hereby agrees that the provisions of this Agreement shall automatically apply to any additional rights obtained by such Loan Party with respect to Intellectual Property. Such Loan Party will use commercially reasonable efforts so as not to permit the inclusion in any contract or agreement governing or relating to any Trademarks, Patents or Copyrights obtained after the date hereof or any material license agreements entered into after the date hereof relating to any of the foregoing of any provisions that could or might materially impair or prevent the creation of a security interest in, or the assignment of, such Loan Party’s rights and interests therein. Such Loan Party will, upon request of the Collateral Agent, execute any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interests in any Patent, Trademark or Copyright (or application therefor) and the goodwill or accounts and general intangibles of such Loan Party relating thereto or represented thereby, and such Loan Party hereby appoints the Collateral Agent its attorney-in-fact to file such writings for the foregoing purposes.

Section 4.14 Deposit Accounts and Securities Accounts. Except as expressly provided in Section 4.01 hereof, no Loan Party shall establish after the date hereof or permit to exist any Deposit Account (other than Exempt Deposit Accounts) or any Securities Account (except any such account maintained with the Collateral Agent or constituting Collateral Accounts) without promptly delivering to the Collateral Agent a fully executed Account Control Agreement with respect to such account. Subject to Section 2.04(b) hereof and the rights of the Collateral Agent under Article V hereof, each Loan Party shall cause all Proceeds of Collateral hereunder to be deposited in a Deposit Account maintained with the Collateral Agent or with respect to which an effective Account Control Agreement has been delivered to the Collateral Agent.

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Section 4.15 Electronic Chattel Paper. Such Loan Party shall create, store and otherwise maintain all records comprising electronic Chattel Paper in a manner such that: (i) a single authoritative copy of each such record exists which is unique, identifiable and, except as provided in clause (iv) below, unalterable, (ii) the authoritative copy of each such record shall identify the Collateral Agent as the assignee thereof, (iii) the authoritative copy of each such record is communicated to and maintained by the Collateral Agent or its designee, (iv) copies or revisions that add or change any assignees of such record can be made only with the participation of the Collateral Agent, (v) each copy (other than the authoritative copy) of such record is readily identifiable as a copy and (vi) any revision of the authoritative copy of such record is readily identifiable as an authorized or unauthorized revision.

Section 4.16 Claims. In the event any Claim constituting a commercial tort claim in excess of $10,000,000 arises or otherwise becomes known after the date hereof, the applicable Loan Party will deliver to the Collateral Agent a supplement to Schedule 1.01 hereto describing such Claim and expressly subjecting such Claim, all Judgments and/or Settlements with respect thereto and all Proceeds thereof to the Security Interests hereunder.

Section 4.17 Letter-of-Credit-Rights. If any Letter-of-Credit Rights are hereafter acquired by any Loan Party, the applicable Loan Party will deliver or cause to be delivered to the Collateral Agent a fully executed consent with respect thereto substantially in the form of Exhibit E or in such other form as shall be reasonably acceptable to the Collateral Agent. Absent the occurrence and continuance of an Event of Default, the provisions of this Section 4.17 shall not apply to (i) Letter of Credit Rights arising in respect of letters of credit having a face or stated amount of less than $5,000,000 or (ii) letters of credit in respect of which a Loan Party, after diligently using commercially reasonable and good faith efforts, fails to obtain from the issuer of such letter of credit the consent contemplated by the preceding sentence.

ARTICLE V

GENERAL AUTHORITY; REMEDIES

Section 5.01 General Authority. Each Loan Party hereby irrevocably appoints the Collateral Agent and any officer or agent thereof as its true and lawful attorney-in-fact, with full power of substitution, in the name of such Loan Party, the Collateral Agent, the Secured Parties or otherwise, for the sole use and benefit of the Collateral Agent and the Secured Parties, but at such Loan Party’s expense, to the extent permitted by Law, to exercise at any time and from time to time while an Event of Default has occurred and is continuing all or any of the following powers with respect to all or any of the Collateral, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until the Discharge of Finance Obligations:

(i) to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement;

(ii) to receive, take, indorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable Instruments taken or received by such Loan Party as, or in connection with, Collateral;

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(iii) to accelerate any Receivable which may be accelerated in accordance with its terms, and to otherwise demand, sue for, collect, receive and give acquittance for any and all monies due or to become due on or by virtue of any Collateral;

(iv) to commence, settle, compromise, compound, prosecute, defend or adjust any Claim, suit, action or proceeding with respect to, or in connection with, the Collateral;

(v) to sell, transfer, assign or otherwise deal in or with the Collateral or the Proceeds or avails thereof, including, without limitation, for the implementation of any assignment, lease, License, sublicense, grant of option, sale or other disposition of any Patent, Trademark, Copyright or Software or any action related thereto, as fully and effectually as if the Collateral Agent were the absolute owner thereof;

(vi) to extend the time of payment of any or all of the Collateral and to make any allowance and other adjustments with respect thereto; and

(vii) to do, at its option, but at the expense of such Loan Party, at any time or from time to time, all acts and things which the Collateral Agent deems necessary to protect or preserve the Collateral and to realize upon the Collateral.

Section 5.02 Remedies upon Event of Default.

(a) If any Event of Default has occurred and is continuing, the Collateral Agent may, in addition to all other rights and remedies granted to it in this Agreement and in any other agreement securing, evidencing or relating to the Finance Obligations (including, without limitation, the right to give instructions or a notice of sole control under an Account Control Agreement): (i) exercise on behalf of the Secured Parties all rights and remedies of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, (ii) without demand of performance or other demand or notice of any kind (except as herein provided or as may be required by mandatory provisions of Law) to or upon any Loan Party or any other Person (all of which demands and/or notices are hereby waived by each Loan Party), (A) withdraw all cash and Liquid Investments in the Collateral Accounts and apply such cash and Liquid Investments and other cash, if any, then held by it as Collateral as specified in Section 5.04 hereof, (B) give notice and take sole possession and control of all amounts on deposit in or credited to any Deposit Account or Securities Account pursuant to the related Account Control Agreement and apply all such funds as specified in Section 5.04 hereof and (C) if there shall be no such cash, Liquid Investments or other amounts or if such cash, Liquid Investments and other amounts shall be insufficient to pay all the Finance Obligations in full or cannot be so applied for any reason or if the Collateral Agent determines to do so, collect, receive, appropriate and realize upon the Collateral and/or sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral (or contract to do so) or any part thereof at public or private sale, at any office of the Collateral Agent or elsewhere in such manner as is commercially reasonable and as the Collateral Agent may deem best, for cash, on credit or for future delivery, without assumption of any credit risk and at such price or prices as the Collateral Agent may deem satisfactory.

(b) If any Event of Default has occurred and is continuing, the Collateral Agent shall give each Loan Party not less than 10 days’ prior notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any such notice shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of a private sale, state the day after which such sale may be consummated, (iii) contain the information specified in Section 9-613 of the UCC, (iv) be authenticated and (v) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided

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that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Collateral Agent and each Loan Party agree that such notice constitutes reasonable notification within the meaning of Section 9-611 of the UCC. Except as otherwise provided herein, each Loan Party hereby waives, to the extent permitted by applicable Law, notice and judicial hearing in connection with the Collateral Agent’s taking possession or disposition of any of the Collateral.

(c) The Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Each Loan Party will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sale may be made in compliance with Law. Upon any such sale, the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale pursuant to any such notice. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned without further notice. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice.

(d) For the purpose of enforcing any and all rights and remedies under this Agreement, the Collateral Agent may, if any Event of Default has occurred and is continuing, (i) require each Loan Party to, and each Loan Party agrees that it will, at its expense and upon the request of the Collateral Agent, forthwith assemble, store and keep all or any part of the Collateral as directed by the Collateral Agent and make it available at a place designated by the Collateral Agent which is, in the Collateral Agent’s opinion, reasonably convenient to the Collateral Agent and such Loan Party, whether at the premises of such Loan Party or otherwise, it being understood that such Loan Party’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Loan Party of such obligation; (ii) to the extent permitted by applicable Law, enter, with or without process of law and without breach of the peace, any premise where any of the Collateral is or may be located, and without charge or liability to any Loan Party, seize and remove such Collateral from such premises; (iii) have access to and use such Loan Party’s books and records relating to the Collateral; and (iv) prior to the disposition of the Collateral, store or transfer it without charge in or by means of any storage or transportation facility owned or leased by such Loan Party, process, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent the Collateral Agent deems appropriate and, in connection with such preparation and disposition, use without charge any Intellectual Property or technical process used by such Loan Party. The Collateral Agent may also render any or all of the Collateral unusable at any Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs.

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(e) Without limiting the generality of the foregoing, if any Event of Default has occurred and is continuing:

(i) the Collateral Agent may, subject to the express terms of any valid and enforceable restriction in favor of a Person who is not a Group Company that prohibits, or requires any consent or establishes any other conditions for, an assignment thereof, license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Patents, Trademarks or Copyrights included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as the Collateral Agent shall in its sole discretion determine;

(ii) the Collateral Agent may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any Licensee or sublicensee all rights and remedies of any Loan Party in, to and under any License and take or refrain from taking any action under any provision thereof, and each Loan Party hereby releases the Collateral Agent and each of the Secured Parties from, and agrees to hold the Collateral Agent and each of the Secured Parties free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto;

(iii) upon request by the Collateral Agent, each Loan Party will use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor or sublicensor of each License to effect the assignment of all of such Loan Party’s right, title and interest thereunder to the Collateral Agent or its designee and will execute and deliver to the Collateral Agent a power of attorney, in form and substance reasonably satisfactory to the Collateral Agent, for the implementation of any lease, assignment, License, sublicense, grant of option, sale or other disposition of a Patent, Trademark or Copyright; and

(iv) the Collateral Agent may direct each Loan Party to refrain, in which event each such Loan Party shall refrain, from using or practicing any Trademark, Patent or Copyright in any manner whatsoever, directly or indirectly, and shall, if requested by the Collateral Agent, change such Loan Party’s name to eliminate therefrom any use of any Trademark and will execute such other and further documents as the Collateral Agent may request to further confirm this change and transfer ownership of the Trademarks, Patents, Copyrights and registrations and any pending applications therefor to the Collateral Agent.

(f) In the event of any disposition following the occurrence and during the continuance of any Event of Default of any Patent, Trademark or Copyright pursuant to this Article V, each Loan Party shall supply its know-how and expertise relating to the manufacture and sale of the products or services bearing Trademarks or the products, services or works made or rendered in connection with or under Patents, Trademarks or Copyrights, and its customer lists and other records relating to such Patents, Trademarks or Copyrights and to the distribution of said products, services or works, to the Collateral Agent.

(g) If any Event of Default has occurred and is continuing, the Collateral Agent, instead of exercising the power of sale conferred upon it pursuant to this Section 5.02, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction, and may in addition institute and maintain such suits and proceedings as the Collateral Agent may deem appropriate to protect and enforce the rights vested in it by this Agreement.

(h) If any Event of Default has occurred and is continuing, the Collateral Agent shall, to the extent permitted by applicable Law, without notice to any Loan Party or any party claiming through any Loan Party, without regard to the solvency or insolvency at such time of any Person then liable for the payment of any of the Finance Obligations, without regard to the then

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value of the Collateral and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers (who may be the Collateral Agent) of the Collateral or any part thereof, and of the profits, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the profits, revenues and other income of the property constituting the whole or any part of the Collateral be segregated, sequestered and impounded for the benefit of the Collateral Agent and the Secured Parties, and each Loan Party irrevocably consents to the appointment of such receiver or receivers and to the entry of such order.

(i) Each Loan Party agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, moratorium, turnover or redemption Law, or any Law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement, and each Loan Party hereby waives all benefit or advantage of all such Laws. Each Loan Party covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent, the Administrative Agent or any other Secured Party in any Finance Document.

(j) Each Loan Party, to the extent it may lawfully do so, on behalf of itself and all who claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein or pursuant to judicial proceedings or under any foreclosure or any enforcement of this Agreement, and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety.

(k) Each Loan Party waives, to the extent permitted by Law, presentment, demand, protest and any notice of any kind (except the notices expressly required hereunder or in the other Finance Documents) in connection with this Agreement and any action taken by the Collateral Agent with respect to the Collateral.

Section 5.03 Limitation on Duty of Collateral Agent in Respect of Collateral. Beyond the exercise of reasonable care in the custody thereof, neither the Collateral Agent nor the Secured Parties shall have any duty to exercise any rights or take any steps to preserve the rights of any Loan Party in the Collateral in its or their possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, nor shall the Collateral Agent or any Secured Party be liable to any Loan Party or any other Person for failure to meet any obligation imposed by Section 9-207 of the UCC or any successor provision. Each Loan Party agrees that the Collateral Agent shall at no time be required to, nor shall the Collateral Agent be liable to any Loan Party for any failure to, account separately to any Loan Party for amounts received or applied by the Collateral Agent from time to time in respect of the Collateral pursuant to the terms of this Agreement. Without limiting the foregoing, the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, and shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by the Collateral Agent in good faith.

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Section 5.04 Application of Proceeds.

(a) Priority of Distributions. The proceeds of any sale of, or other realization upon, all or any part of the Collateral and any cash held in the Collateral Accounts shall be applied as provided in Section 8.03 of the Credit Agreement. The Collateral Agent may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof.

(b) Distributions with Respect to Letters of Credit. Each of the Loan Parties and the Secured Parties agrees and acknowledges that if (after all outstanding Loans and L/C Disbursements have been paid in full) the Lenders are to receive a distribution on account of undrawn amounts with respect to Letters of Credit issued (or deemed issued) under the Credit Agreement, such amounts shall be deposited in the Cash Collateral Account as cash security for the repayment of Senior Credit Obligations owing to the Lenders as such. Upon termination of all outstanding Letters of Credit, all of such cash security shall be applied to the remaining Senior Credit Obligations of the Lenders as such. If there remains any excess cash security, such excess cash shall be withdrawn by the Collateral Agent from the Cash Collateral Account and distributed in accordance with Section 5.04(a) hereof.

(c) Reliance by Collateral Agent. For purposes of applying payments received in accordance with this Section 5.04, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent under the Credit Agreement and (ii) each authorized representative (the “Representative”) for one or more Hedge Banks and/or Cash Management Banks for a determination (which the Administrative Agent, each Representative and the Secured Parties agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Finance Obligations owed to the Secured Parties, and shall have no liability to any Loan Party or any other Secured Party for actions taken in reliance on such information except in the case of its gross negligence, bad faith or willful misconduct. Unless it has actual knowledge (including by way of written notice from a Hedge Bank or a Cash Management Bank) to the contrary, the Collateral Agent, in acting hereunder, shall be entitled to assume that no Secured Hedge Agreements or Secured Cash Management Agreements are in existence. All distributions made by the Collateral Agent pursuant to this Section shall be presumptively correct (except in the event of manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Secured Parties of any amounts distributed to them.

(d) Deficiencies. It is understood that the Loan Parties shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the amount of the Finance Obligations.

Section 5.05 Assigned Agreements. Each Loan Party hereby irrevocably authorizes and empowers the Collateral Agent, in the Collateral Agent’s sole discretion, if an Event of Default has occurred and is continuing, to assert, either directly or on behalf of such Loan Party, any claims such Loan Party may have from time to time against any other party to any Assigned Agreement or to otherwise exercise any right or remedy of such Loan Party under any Assigned Agreement (including without limitation, the right to enforce directly against any party to an Assigned Agreement all of such Loan Party’s rights thereunder, to make all demands and give all notices and make all requests required or permitted to be made by such Loan Party under any Assigned Agreements) as the Collateral Agent may deem proper. Each Loan Party hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Loan Party’s true and lawful attorney-in-fact for the purpose of enabling the Collateral Agent to assert and collect such claims and to exercise such rights and remedies.

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ARTICLE VI

COLLATERAL AGENT

Section 6.01 Concerning the Collateral Agent. The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon all Loan Parties and all Secured Parties and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth:

(i) The Collateral Agent is authorized to take all such actions as are provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral), the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions or provisions, in accordance with its discretion.

(ii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder unless such action or omission constitutes gross negligence, bad faith or willful misconduct. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any Loan Party.

Section 6.02 Appointment of Co-Collateral Agent. At any time or times, in order to comply with any legal requirement in any Designated Foreign Jurisdiction, the Collateral Agent may in consultation with the Borrower and, unless an Event of Default shall have occurred and be continuing, with the consent of the Borrower (not to be unreasonably withheld or delayed) appoint another bank or trust company or one or more other persons, either to act as co-agent or co-agents, jointly with the Collateral Agent, or to act as separate agent or agents on behalf of the Secured Parties with such power and authority as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of the Collateral Agent, include provisions for the protection of such co-agent or separate agent similar to the provisions of Section 6.01 hereof). Notwithstanding any such appointment but only to the extent not inconsistent with such legal requirements or, in the reasonable judgment of the Collateral Agent, not unduly burdensome to it or any such co-agent, each Loan Party shall, so long as no Event of Default shall have occurred and be continuing, be entitled to deal solely and directly with the Collateral Agent rather than any such co-agent in connection with the Collateral Agent’s rights and obligations under this Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Notices. (a) Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile number or (subject to subsection (b) below) electronic mail address specified for notices: (i) in the case of any Guarantor, as set forth on the signature pages hereto; (ii) in the case of the Borrower, the Administrative Agent or any Lender, as specified in or pursuant to Section 10.02 of the Credit Agreement; (iii) in the case of the Collateral Agent, as specified in or pursuant to this Section 7.01; (iv) in the case of any Hedge Bank as set forth in any applicable Secured Hedge Agreement; (v) in the case of any Cash Management Bank, as set forth in any applicable Secured Cash Management Agreement or (vi) in the case of any party, at

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such other address as shall be designated by such party in a notice to the Collateral Agent and each other party hereto. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of: (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile transmission, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (b) below), when delivered. Rejection or refusal to accept, or the inability to deliver because of a changed address of which no notice was given, shall not affect the validity of notice given in accordance with this Section.

(b) Except as expressly provided herein or as may be agreed by the Collateral Agent in its sole discretion, electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, to distribute executed Loan Documents in Adobe PDF format and may not be used for any other purpose.

Section 7.02 No Waivers; Non-Exclusive Remedies. No failure or delay on the part of the Collateral Agent or any Secured Party to exercise, no course of dealing with respect to, and no delay in exercising, any right, power or privilege under this Agreement or any other Finance Document or any other document or agreement contemplated hereby or thereby and no course of dealing between the Collateral Agent or any Secured Party and any of the Loan Parties shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or privilege hereunder or under any Finance Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein and in the other Finance Documents are cumulative and are not exclusive of any other remedies provided by Law. Without limiting the foregoing, nothing in this Agreement shall impair the right of any Secured Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of any Loan Party other than its indebtedness under the Finance Documents. Each Loan Party agrees, to the fullest extent it may effectively do so under applicable Law, that any holder of a participation in a Finance Obligation, whether or not acquired pursuant to the terms of any applicable Finance Document, may exercise rights of set-off or counterclaim or other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Loan Party in the amount of such participation.

Section 7.03 Compensation and Expenses of the Collateral Agent; Indemnification.

(a) Expenses. The Loan Parties, jointly and severally, agree (i) to pay or reimburse the Collateral Agent for all reasonable documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the other Collateral Documents and any amendment, waiver, consent or other modification of the provisions hereof or thereof (whether or not the transactions contemplated hereby are consummated), and the consummation of the transactions contemplated hereby, including all fees, disbursements and other charges of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Collateral Agent, (ii) to pay or reimburse the Collateral Agent and the other Secured Parties for all taxes which the Collateral Agent or any Secured Party may be required to pay by reason of the security interests granted in the Collateral (including any applicable transfer taxes) or to free any of the Collateral from the lien thereof and (iii) to pay or reimburse each Agent, any Representative of one or more Hedge Banks or one or more Cash Management Banks and each other Secured Party for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights and remedies under this Agreement (including all such costs and expenses incurred during any

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“workout” or restructuring in respect of the Finance Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all reasonable fees and disbursements of counsel (including the allocated charges of internal counsel); provided that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (iii) unless, in the written opinion of outside counsel reasonably satisfactory to the Loan Parties and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by any Agent and the costs of independent public accountants and other outside experts retained by or on behalf of the Agents and the Secured Parties. The agreements in this Section 7.03(a) shall survive the termination of the Commitments and repayment of all Finance Obligations.

(b) Protection of Collateral. If any Loan Party fails to comply with the provisions of any Finance Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent may, but shall not be required to, effect such compliance on behalf of such Loan Party, and the Loan Parties shall reimburse the Collateral Agent for the costs thereof within 30 days of receipt of a reasonably detailed written invoice therefor. All insurance expenses and all expenses of protecting, storing, warehousing, appraising, handling, maintaining and shipping the Collateral, any and all excise, property, sales and use taxes imposed by any state, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral, or in respect of the sale or other disposition thereof shall be borne and paid by the Loan Parties. If any Loan Party fails to promptly pay any portion thereof when due, the Collateral Agent may, at its option, but shall not be required to, pay the same and charge the Loan Parties’ account therefor, and the Loan Parties agree to reimburse the Collateral Agent therefor on demand. All sums so paid or incurred by the Collateral Agent for any of the foregoing and any and all other sums for which any Loan Party may become liable hereunder and all costs and expenses (including attorneys’ fees, legal expenses and court costs) reasonably incurred by the Collateral Agent or any Secured Party in enforcing or protecting the Security Interests or any of their rights or remedies under this Agreement, shall, together with interest thereon until paid at the rate applicable to interest at the highest rate applicable under the Loan Documents in respect of overdue obligations, be additional Finance Obligations hereunder.

(c) Indemnification. Whether or not the transactions contemplated hereby or by the other Loan Documents are consummated, each Loan Party, jointly and severally, agrees to indemnify, save and hold harmless each Indemnitee from and against: (i) any and all claims, demands, actions or causes of action that may at any time (including at any time following the Discharge of Finance Obligations and the resignation or removal of any Agent or Representative or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or in any way relating to or arising out of the manufacture, ownership, ordering, purchasing, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition or use of the Collateral (including, without limitation, latent or other defects, whether or not discoverable), the violation of the Laws of any country, state or other Governmental Authority, or any tort (including, without limitation, any claims, arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) or contract claim; (ii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in clause (i) above; and (iii) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including fees and disbursements of counsel) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action or cause of action or proceeding, in all cases, and whether or not an Indemnitee is a party to such claim, demand, action or cause of action, or

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proceeding; provided that no Indemnitee shall be entitled to indemnification for any claim to the extent such claim is determined by a court of competent jurisdiction in a final non-appealable judgment to have been caused by its own gross negligence, bad faith or willful misconduct; and provided further that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Indemnitees unless, in the written opinion of outside counsel reasonably satisfactory to the Loan Parties and the Collateral Agent, representation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 7.03(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person or any Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Without prejudice to the survival of any other agreement of the Loan Parties hereunder and under the other Finance Documents, the agreements and obligations of the Loan Parties contained in this Section 7.03(b) shall survive the repayment of the Loans, L/C Obligations and other obligations under the Loan Documents and the termination of the Commitments. Any amounts paid by any Indemnitee as to which such Indemnitee has a right to reimbursement hereunder shall constitute Finance Obligations.

(d) Contribution. If and to the extent that the obligations of any Loan Party under this Section 7.03 are unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law.

Section 7.04 Enforcement. The Secured Parties agree that this Agreement may be enforced only by the action of the Collateral Agent (acting upon the instructions of the Required Lenders if required under the Loan Documents) and that no other Secured Party shall have any right individually to seek to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Secured Parties upon the terms of this Agreement and the other Loan Documents.

Section 7.05 Amendments and Waivers. Any provision of this Agreement may be amended, changed, discharged, terminated or waived if, but only if, such amendment or waiver is in writing and is signed by each Loan Party directly affected by such amendment, change, discharge, termination or waiver (it being understood that the addition or release of any Loan Party hereunder shall not constitute an amendment, change, discharge, termination or waiver affecting any Loan Party other than the Loan Party so added or released and it being further understood and agreed that any supplement to Schedule 1.01 hereto delivered pursuant to Section 4.16 hereof shall not require the consent of any Loan Party) and the Collateral Agent (with the consent of the Required Lenders or, to the extent required by Section 10.01 of the Credit Agreement, all of the Lenders); provided, however, that any amendment, change, discharge, termination or waiver adversely affecting the rights and benefits of a single Class of Secured Parties (and not all Secured Parties in a like or similar manner) shall require the written consent of the Required Secured Parties of such Class of Secured Parties. For the purposes of this Section 7.05, the term “Class” means each class of Secured Parties, i.e., whether (x) the Lenders, as holders of the Senior Credit Obligations, (y) the Hedge Banks, as holders of the obligations under the Secured Hedge Agreements or (z) the Cash Management Banks, as holders of the obligations under the Secured Cash Management Agreements. For the purposes of this Section 7.05, the term “Required Secured Parties” of any Class means each of (x) with respect to the Senior Credit Obligations, the Required Lenders (as defined in the Credit Agreement), (y) with respect to the obligations under all Secured Hedge Agreements, the holders of 51% of such obligations outstanding from time to time and (z) with respect to the obligations under all Secured Cash Management Agreements, the holders of 51% of such obligations outstanding from time to time.

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Section 7.06 Successors and Assigns. This Agreement shall be binding upon each of the parties hereto and inure to the benefit of the Collateral Agent and the Secured Parties and their respective successors and assigns. In the event of an assignment of all or any of the Finance Obligations, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. No Loan Party shall assign or delegate any of its rights and duties hereunder except as provided in the Credit Agreement.

Section 7.07 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTIONS OTHER THAN NEW YORK ARE GOVERNED BY THE LAWS OF SUCH JURISDICTIONS.

Section 7.08 Limitation of Law; Severability.

(i) All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of Law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of Law which may be controlling and be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable Law.

(ii) If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by Law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and the Secured Parties in order to carry out the intentions of the parties hereto as nearly as may be possible, and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provisions in any other jurisdiction.

Section 7.09 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective with respect to each Loan Party when the Collateral Agent shall receive counterparts hereof executed by itself and such Loan Party.

Section 7.10 Additional Loan Parties. It is understood and agreed that any Affiliate of the Borrower that is required by any Finance Document to execute a counterpart of this Agreement after the date hereof shall automatically become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party hereunder by executing an instrument of accession or joinder satisfactory in form and substance to the Collateral Agent and delivering the same to the Collateral Agent. Concurrently with the execution and delivery of such instrument, such Affiliate shall take all such actions and deliver to the Collateral Agent all such documents and agreements as such Affiliate would have been required to deliver to the Collateral Agent on or prior to the date of this Agreement had such Affiliate been a party hereto on the date of this Agreement. Such additional materials shall

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include, among other things, supplements to Schedules 1.01, 3.06 and 4.01 hereto (which Schedules shall thereupon automatically be amended and supplemented to include all information contained in such supplements) such that, after giving effect to the joinder of such Affiliate, each of Schedules 1.01, 3.06 and 4.01 hereto is true, complete and correct with respect to such Affiliate as of the effective date of such joinder. The execution and delivery of any such instrument of accession or joinder, and the amendment and supplementation of the Schedules hereto as provided in the immediately preceding sentence, shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Section 7.11 Termination. Upon the full, final and irrevocable payment and performance of all Finance Obligations (other than contingent indemnification obligations), the cancellation or expiration of all outstanding L/C Obligations, Secured Hedge Agreements and Secured Cash Management Agreements and the termination of all Commitments under the Finance Documents, the Security Interests shall terminate and all rights to the Collateral shall revert to the Loan Parties. In addition, at any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of any other Secured Party; provided that the release of the Collateral be in accordance with Section 9.10 of the Credit Agreement. Upon any such termination of the Security Interests or release of Collateral, the Collateral Agent will, upon request by and at the expense of any Loan Party, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be. Any such documents shall be without recourse to or warranty by the Collateral Agent or the Secured Parties. The Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 7.11. Upon any release of Collateral pursuant to this Section 7.11, none of the Secured Parties shall have any continuing right or interest in such Collateral or the Proceeds thereof.

Section 7.12 Entire Agreement. This Agreement and the other Loan Documents and, in the case of the Hedge Banks and the Cash Management Banks, the Secured Hedge Agreements and the Secured Cash management Agreements, respectively, constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, and any contemporaneous oral agreements and understandings relating to the subject matter hereof and thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

LOAN PARTIES:	LIFE TECHNOLOGIES CORPORATION
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer
	APPLIED BIOSYSTEMS, LLC
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer
	KEYSTONE LABORATORIES, INC.
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer
	VISIGEN BIOTECHNOLOGIES, INC.
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer
	PERSEPTIVE BIOSYSTEMS, INC.
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer
	PE KOREA CORPORATION
	By:	/s/    David H. Smith
	Name:	David H. Smith
	Title:	Authorized Officer

S-1

BOSTON PROBES, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
APPLIED BIOSYSTEMS TAIWAN CORPORATION
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
APPLIED BIOSYSTEMS CHINA, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
APPLIED BIOSYSTEMS OVERSEAS CORPORATION
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
APPLIED BIOSYSTEMS INTERNATIONAL, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
AMBION, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer

S-2

AB ADVANCED GENETIC ANALYSIS CORPORATION
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
MOLECULAR PROBES, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
SENTIGEN HOLDING CORP.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
PROTOMETRIX, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
INVITROGEN IP HOLDINGS, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
INVITROGEN HOLDINGS INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer

 S-3 

INVITROGEN FINANCE CORPORATION
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
INVITROGEN FEDERAL SYSTEMS, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
CELLZDIRECT, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
QUANTUM DOT CORPORATION
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer
ACOUSTIC CYTOMETRY SYSTEMS, INC.
By:	/s/    David H. Smith
Name:	David H. Smith
Title:	Authorized Officer

 S-4 

COLLATERAL AGENT:	BANK OF AMERICA, N.A.,         as Collateral Agent
	By:	/s/    Tiffany Shin
	Name:	Tiffany Shin
	Title:	Assistant Vice President

 S-5 

EX-99.4

Exhibit 99.4

November 20, 2008

Mark P. Stevenson

225 Willowbrook Drive

Portola Valley, CA 94028

Dear Mark:

As you know, Invitrogen Corporation (the “Company”) has entered into an Agreement and Plan of Merger among Atom Acquisition, LLC (“Merger Sub”) and Applera Corporation dated June 11, 2008 (the “Merger Agreement”) pursuant to which Applera will merge with and into Merger Sub, with Merger Sub as the survivor thereof (the “Merger”).

The Merger shall constitute a Change in Control pursuant to the Employment Agreement dated September 1, 2007, as amended pursuant to Amendment No. 1 to Employment Agreement dated June 11, 2008, (the “Employment Agreement”) entered into between you and Applied Biosystems Inc. (formerly known as Applera Corporation) (for purposes of this Letter Agreement, “Applera”) attached hereto as Exhibit A, and due to your anticipated change in position, you may be entitled to certain benefits and payments pursuant to Section 6 of the Employment Agreement if you terminate with “Good Reason” or if Applera or the Company were to terminate you without “Cause.” However, you have indicated that you wish to remain employed by the Company on and after the Merger and the Company agrees to retain your services as an employee in the position of Company President and Chief Operating Officer effective upon the Closing Date (as defined in the Merger Agreement).

By signing below, you are stating your willingness to forgo all rights to payments or benefits under the Employment Agreement except as stated below in exchange for an Enhanced Compensation Package and other benefits and payments set forth herein. In consideration of the mutual promises and agreements contained in this letter agreement (“Letter Agreement”) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company hereby agree to the following terms of this Letter Agreement. This Letter Agreement shall only become effective as of the Closing Date of the Merger provided that you have signed this Letter Agreement, prior to that date (“Effective Date”).

1. Payout and Termination of Employment Agreement. Company shall pay to you the amounts as set forth in the schedule attached hereto as Exhibit B. As of the Effective Date, you waive all payments, benefits, rights, and obligations from Company (including Company, Applied Biosystems Inc. and Applera Corporation, or any related entities) or otherwise and agree that no further payments, benefits, rights, or obligations are owed to you, subject to your receipt of the Payment and the payment of certain benefits described in this Letter Agreement. As of the Effective Date, the Employment Agreement shall terminate and shall be of no further force and effect as of such time and the Company shall not be further obligated under the terms of the

Employment Agreement, including but not limited to Section 6(b)(iii) of your Employment Agreement and no further benefits will be provided pursuant to that section. Your outstanding equity compensation awards with Applera shall be governed by the terms of their applicable plans and agreements and Merger Agreement.

2. Enhanced Compensation Package. On the Effective Date, Company shall provide you with a compensation package (“Enhanced Compensation Package”) to which you would not be otherwise entitled which the parties agree is reasonable compensation for your continued employment. The Enhanced Compensation Package shall include, among other things, an increased base salary from your current salary with Applera (“Base Salary”), equity compensation awards, relocation benefits and a Synergy Bonus. The specific details of the Enhanced Compensation Package are set forth in Exhibit C. A copy of the Synergy Bonus is attached hereto as Exhibit D. The Company shall not make any material modifications to or eliminate the Synergy Bonus Plan or the Synergy Goals applicable to you once they are communicated to you in writing in your respective individual schedule to the Synergy Bonus Plan. In addition to the Enhanced Compensation Package, you will be eligible to participate in Company benefit plans and programs generally provided to other senior executives of the Company (exclusive of any special employment agreements), subject to the terms of the Merger Agreement.

3. Severance and Change in Control Benefits. As of the Effective Date, you shall be a participant in the Invitrogen Corporation’s Executive Officer Severance Plan (the “Severance Plan”) attached hereto as Exhibit E, as may be amended from time to time, provided, however, that for purposes of severance pay and benefits under the Severance Plan, your resignation and separation from service (except for retirement, death or disability) within two years of the Effective Date for “Good Reason” as defined herein shall be automatically considered as satisfying the eligibility requirements set forth in Section II (Eligibility) of the Severance Plan, provided you comply with subparagraphs II 5-8 of that Severance Plan. For purposes of this Section 3, “Good Reason” shall mean any of the following which occur without your consent:

(i) a substantial diminution in your position, authority, duties and responsibilities which, when measured in the aggregate, are inconsistent with your position as expressed in Exhibit C; provided, however, that once you either are no longer serving as the sole President and Chief Operating Officer of the Company or you are no longer reporting directly to the Company’s Chief Executive Officer, then it shall be deemed to be a substantial diminution in your position, authority, duties and responsibilities;

(ii) any reduction of either your base salary or your annual incentive compensation plan individual target percentage (which is 100% of your annual base salary) or you are no longer in the EL-2 pay band (or its successor pay band), excluding any isolated, insubstantial and inadvertent failure not occurring in bad faith and which the Company remedies promptly after receiving written notice from you; or

(iii) the Company requiring you to be based at any office or location, other than Carlsbad, California, that is more than fifty (50) miles from Foster City, California or if you relocate to Carlsbad, California, then any office or location that is more than fifty (50) miles from Carlsbad, California.

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In addition, any covenant not to compete, to the extent permitted by applicable law, entered into pursuant to Section 7 of the Severance Plan or Section 16 of the Change in Control Agreement (referenced below) will restrict employment only with the following companies (and their successor entities): Illumina, Inc., Pacific Biosciences, Roche, BioRad, and Thermo Fisher Scientific. In addition, the form of release of claims referenced in Section 7 of the Severance Plan is attached hereto in Exhibit E. You must provide written notice to the Chief Executive Officer of Company of the existence of “Good Reason” within 90 days after the initial existence of any “Good Reason” condition (defined above), upon the notice of which the Company shall have 30 days to remedy the condition and not be required to provide severance pay or benefits under the Severance Plan unless the condition has not been remedied and you resign your employment after the end of the 30 day period.

You and the Company will also enter into a Change in Control Agreement attached hereto as Exhibit F and which will be effective on the Effective Date.

4. SERP Benefits. The Company acknowledges that you are a participant in the Applera Corporation Supplemental Executive Retirement Plan (Amended and Restated as of August 28, 2006) (“SERP”) attached hereto as Exhibit G and the Company expressly agrees to fully assume all obligations of Applera under such SERP as of the Effective Date. You further acknowledge and agree that because your Employment Agreement will terminate as of the Effective Date and you will continue employment under this Letter Agreement, you will not be entitled to any additional benefits under Section 6(b)(iii) of the Employment Agreement or Section 4.1(e) of the SERP, but that in consideration of your agreement to continue in the employ of the Company, as of the Effective Date your SERP benefit will be (1) increased by taking into account three (3) additional years of service credit for all purposes under the SERP as of the Effective Date and (2) calculated based on Final Average Compensation (as defined in the SERP) of $602,460 and your Final Average Qualified Compensation (as defined in the SERP) of $961,622. Any Compensation or Qualified Compensation (as such terms are defined in the SERP) earned after the Effective Date may increase (but not decrease) Final Average Compensation and Final Average Qualified Compensation. None of the amounts set forth in Exhibit B will deemed to be Compensation or Qualified Compensation or otherwise taken into account for any purpose under the SERP. To the extent the Company, at its sole discretion, terminates the SERP or your benefits thereunder are not otherwise continued by the Company during your continued employment, the Company agrees to consider your recommendations in good faith with regard to whether you will be provided with either a payment or other benefit based on a value determined in accordance with Section 4.1(b) of the SERP at that time plus the aforementioned three (3) additional years of service credit. Any such termination or modification of the SERP shall be performed in compliance with Code Section 409A. To perform the requisite computations, Company shall select in its discretion an independent actuarial or accounting firm that is reasonably acceptable to you, which acceptance will not unreasonably be withheld.

In exchange for the Payment, the Enhanced Compensation Package, the Severance Benefits, and other benefits and payments described above, you, on behalf of yourself, your heirs and assigns, unconditionally, irrevocably and absolutely releases and discharges Company, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of Company, past and present, including but not limited to Applera Corporation, Applied Biosystems Inc., and Invitrogen

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Corporation, and such entities’ parents and subsidiaries as well as Company’s and such entities’ employees, officers, directors, shareholders, agents, successors and assigns past and present (collectively, “Released Parties”) from: all claims directly related to or arising out of the Employment Agreement and any benefits provided thereunder to the fullest extent permitted by law and all other losses, liabilities, claims, charges, demands and causes of action, known and unknown, suspected and unsuspected, arising directly or indirectly out of or in any way connected with the Employment Agreement. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising under local, state and federal law, all claims for reprisal and retaliation under federal and state law; any claims for back pay, front pay, liquidated damages, compensatory and punitive damages, and injunctive relief; and all claims for attorneys’ fees, costs and expenses, which in all cases are arising out of the Employment Agreement. However, this general release is not intended to bar or release any claims that, by statute, may not be waived, such as claims for statutory indemnity. You acknowledge and agree that you may discover facts or law different from, or in addition to, the facts or law that you know or believe to be true with respect to the claims released in this letter agreement and agree, nonetheless, that this Letter Agreement and the releases contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. You declare and represent that you intend this letter agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release of all claims, known and unknown, suspected and unsuspected and, regardless of the adequacy or inadequacy of the consideration, you intend the release herein to be final and complete. You execute this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law. You waive your right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by you, or on you behalf, related in any way to the matters released herein. Notwithstanding anything to the contrary, this release is not intended to bar or release any claims that, by statute, may not be waived, or any claims for workers’ compensation benefits, unemployment insurance benefits, contractual or statutory indemnity, coverage under any directors and officers liability insurance policy and any challenge to the validity of your release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Letter Agreement. You expressly acknowledge and agree that you are waiving all rights under Section 1542 of the California Civil Code. That section provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

You further acknowledge that the Company will not be responsible for the payment of any applicable taxes that are imposed on you pursuant to Internal Revenue Code Section 409A.

This Letter Agreement is intended to be a binding legal document. The Merger Agreement, this Letter Agreement, and the Exhibits attached hereto and agreements and policies referenced herein are intended to constitute the entire agreement between the parties and supersede and cancel any and all other and prior agreements, written or oral, between the parties regarding this subject matter. This Letter Agreement may be amended only by a written instrument executed by all parties hereto.

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Your employment with the Company will remain at-will and may be terminated by you or the Company at any time for any reason in accordance with the terms of this Letter Agreement.

You shall have until November 20, 2008 to consider whether or not to enter into this Letter Agreement and to review it with your own counsel, at your election. The Company shall make independent counsel available to you at the Company’s expense. You may elect to engage other counsel at your own expense. If you do not return the executed Letter Agreement (including any Exhibits attached hereto) to the Company by 6:00 p.m. (PST) on November 20, 2008, Company will assume you are not interested in the offer of payments and benefits specified above and of this Letter Agreement will be automatically withdrawn.

If the foregoing terms and conditions are satisfactory to you, please sign and date this Letter Agreement below and return the original to me no later than 6:00 pm (PST) on November 20, 2008.

Sincerely,

INVITROGEN CORPORATION
By:	/s/ Gregory Lucier
	Gregory Lucier
	Chairman & Chief Executive Officer

THE PARTIES HAVE READ THIS LETTER AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS LETTER AGREEMENT ON THE DATES SHOWN BELOW.

Dated:	November 20th 2008	By:	/s/ Mark P. Stevenson
			Mark P. Stevenson
Dated:	11/21/08	INVITROGEN CORPORATION
		By:	/s/ Gregory Lucier
			Gregory Lucier
			Chairman & Chief Executive Officer

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EXHIBIT A

Employment Agreement dated September 1, 2007 (as amended pursuant to Amendment No. 1

dated June 11, 2008)

EMPLOYMENT AGREEMENT

AGREEMENT entered into as of September 1, 2007, between APPLERA CORPORATION, a Delaware corporation having its principal place of business at Norwalk, Connecticut (the “Company”) and Mark P. Stevenson (the “Employee”).

WHEREAS, the Employee has rendered and/or will render valuable services to the Company and it is regarded essential by the Company that it have the benefit of Employee’s services in future years; and

WHEREAS, the Board of Directors of the Company believes that it is essential that, in the event of the possibility of a Change in Control of the Company (as defined herein), the Employee be able to continue his/her attention and dedication to his/her duties and to assess and advise the Board of Directors of the Company (the “Board”) whether such proposals would be in the best interest of the Company and its stockholders without distraction regarding any uncertainty concerning his/her future with the Company; and

WHEREAS, the Employee is willing to agree to continue to serve the Company in the future;

NOW, THEREFORE, it is mutually agreed as follows:

1. Employment. The Company agrees to employ Employee, and the Employee agrees to serve as an employee of the Company or one or more of its subsidiaries after a Change in Control during the Period of Employment (as those terms are defined in Section 2 hereof) in such executive capacity as Employee served immediately prior to the Change in Control which caused the commencement

of the Period of Employment. The Employee also agrees to serve during the Period of Employment, if elected or appointed thereto, as a Director of the Board of Directors of the Company and as a member of any committee of the Board of Directors. Notwithstanding anything to the contrary herein, the Period of Employment shall not commence and the Employee shall not be entitled to any rights, benefits, or payments hereunder unless and until a Change in Control has occurred.

2. Definitions.

(a) Cause. During the Period of Employment, “Cause” means termination upon (i) the willful and continued failure by the Employee to perform substantially his/her duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a demand for a substantial performance is delivered to the Employee by the Chief Executive Officer of the Company (“CEO”) which specifically identifies the manner in which the CEO believes that the Employee has not substantially performed his/her duties, or (ii) the willful engaging by the Employee in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this Section 2 (a), no act, or failure to act, on the part of the Employee shall be considered “willful” unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that the Employee’s action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon

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authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for him/her, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth above in (i) or (ii) of this Section 2 (a) and specifying the particulars thereof in detail.

(b) Cash Compensation. “Cash Compensation” shall mean the sum of (i) Employee’s Base Salary (determined in accordance with the provisions of Section 4 (a) hereof) and (ii) Employee’s incentive compensation (provided for under Section 4 (b) hereof), which shall be an amount equal to the greatest of (x) the average of the amount of Employee’s incentive compensation for the last three completed fiscal years immediately prior to the Employee’s termination of employment (whether or not such years occurred during the Period of Employment), (y) the target amount of such Employee’s incentive compensation for the fiscal year in which his/her termination of employment occurs, or (z) the Employee’s target amount for the fiscal year in which the Change in Control occurs.

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(c) Change in Control. “Change in Control” means the occurrence of any of the following: an event that would be required to be reported (assuming such event has not been “previously reported”) in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (i) any “person” within the meaning of Section 14(d) of the Securities Exchange Act of 1934 becomes the “beneficial owner” as defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of the Company’s Common Stock; (ii) during any two-year period, individuals who constitute the Board of Directors of the Company (the “Incumbent Board”) as of the beginning of the period cease for any reason to constitute at least a majority thereof, provided that any person becoming a director during such period whose election or nomination for election by the Company’s stockholders was approved by a vote of at least three quarters of the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of this clause (ii), considered as though such person were a member of the Incumbent Board; or (iii) the approval by the Company’s stockholders of the sale of all or substantially all of the stock or assets of the Company.

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(d) Disability. “Disability” means the absence of the Employee from his/her duties with the Company on a full-time basis for one hundred eighty (180) consecutive days as a result of incapacity due to physical or mental illness.

(e) Good Reason. During the Period of Employment, “Good Reason” means:

(i) an adverse change in the status of the Employee (other than any such change primarily attributable to the fact that the Company may no longer be publicly owned) or position(s) as an officer of the Company as in effect immediately prior to the Change in Control or the assignment to the Employee of any duties or responsibilities which, in his/her reasonable judgment, are inconsistent with such status or position(s), or any removal of the Employee from or any failure to reappoint or reelect him/her to such position (s) (except in connection with the termination of the Employee’s employment for Cause, Disability, or upon attaining age 65 or upon taking early retirement under any of the Company’s retirement plans, or as a result of death or by the Employee other than for Good Reason);

(ii) a reduction by the Company after a Change in Control in the Employee’s Base Salary;

(iii) a material reduction after a Change in Control in the Employee’s total annual compensation; provided, however, that for these purposes a reduction for any year of over 10% of total compensation measured by the preceding year without a

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substantially similar reduction to all other executives participating in incentive compensation plans shall be considered “material”, except that a general reduction of the same magnitude applied to all executive employees of the same level, including the executive employees of any acquirer of the Company, shall not be considered “material”; and the failure of the Company to adopt or renew a stock option plan or to grant amounts of restricted stock or stock options, which are consistent with the Company’s prior practices, to the Employee shall also be considered a material reduction, unless the Employee participates in substitute programs that provide substantially equivalent economic value to the Employee;

(iv) the failure by the Company to continue in effect any Benefit Plan (as hereinafter defined) in which Employee was participating at the time of the Change in Control (or Benefit Plans providing Employee with at least substantially similar benefits) other than as a result of the normal expiration of any such Benefit Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect Employee’s continued participation in any such Benefit Plans on at least as favorable a basis to Employee as was the case immediately prior to the Change in Control or which would materially reduce Employee’s benefits in the future under any of such Benefit Plans or deprive Employee of any material benefit enjoyed by Employee immediately prior to the Change in Control;

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(v) the failure by the Company after a Change in Control to provide and credit Employee with the number of paid vacation days to which Employee was then entitled in accordance with the Company’s normal vacation policy as in effect immediately prior to the Change in Control; or

(vi) the Company’s requiring the Employee after a Change in Control to be based more than fifty miles from the Employee’s principal place of business immediately prior to the Change in Control except for required travel on the Company’s business to an extent substantially consistent with the business travel obligations which he/she undertook on behalf of the Company prior to the Change in Control.

(f) Period of Employment. (i) “Period of Employment” means, subject to the provisions of Section 2 (f) (ii), the period of twenty four (24) months commencing on the date of a Change in Control (as defined in Section 2 (c) hereof) and the period of any extension or extensions thereof in accordance with the terms of this Section. Subject to the Agreement termination provisions of Section 11, the Period of Employment shall be extended automatically by one week for each week in which the Employee’s employment continues after the date of a Change in Control.

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(ii) Notwithstanding the provisions of Section 2 (f) (i) hereof, the Period of Employment shall terminate upon the occurrence of the earliest of (A) the Employee’s attainment of age 65, or the election by the Employee to retire early from the Company under any of its retirement plans, (B) the death of the Employee, (C) the Disability of the Employee, (D) a termination of Employee’s employment by the Company for Cause or by the Employee without Good Reason, or (E) as provided for in Section 11 of this Agreement.

(g) Termination Date. “Termination Date” means the date on which the Period of Employment terminates.

3. Duties During the Period of Employment. While employed by the Company during the Period of Employment, the Employee shall devote his/her full business time, attention, and best efforts to the affairs of the Company and its subsidiaries; provided, however, that the Employee may engage in other activities, such as activities involving charitable, educational, religious, and similar types of organizations, speaking engagements, membership on the board of directors of other organizations, and similar types of activities to the extent that such other activities do not prohibit the performance of his/her duties under this Agreement, or inhibit or conflict in any material way with the business of the Company and its subsidiaries .

4. Current Cash Compensation.

(a) Base Salary. The Company will pay to the Employee while employed by the Company during the Period of Employment an annual base salary (“Base Salary”) in an amount determined by the Board of Directors or its Compensation Committee which shall

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never be less than the greater of (i) the Employee’s Base Salary prior to the commencement of the Period of Employment or (ii) his/her Base Salary during the preceding year of the Period of Employment; provided, however, that it is agreed between the parties that the Company shall review annually the Employee’s Base Salary, and in light of such review may, in the discretion of the Board of Directors or its Compensation Committee, increase such Base Salary taking into account the Employee’s responsibilities, inflation in the cost of living, increase in salaries of executives of other corporations, performance by the Employee, and other pertinent factors. The Base Salary shall be paid in substantially equal biweekly installments while Employee is employed by the Company.

(b) Incentive Compensation. While employed by the Company during the Period of Employment, the Employee shall continue to participate in such of the Company’s incentive compensation programs for executives as the Employee participated in prior to the commencement of the Period of Employment. Any amount awarded to the Employee under such programs shall be paid to Employee in accordance with the terms thereof.

5. Employee Benefits.

(a) Vacation and Sick Leave. The Employee shall be entitled during the Period of Employment to a paid annual vacation of not less than twenty (20) business days during each calendar year while employed by the Company and to reasonable sick leave.

(b) Regular Reimbursed Business Expenses. The Company shall reimburse the Employee for all expenses and disbursements reasonably incurred by the Employee in the performance of his/her duties during the Period of Employment.

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(c) Employment Benefit Plans or Arrangements. While employed by the Company, Employee shall be entitled to participate in all employee benefit plans, programs, or arrangements (“Benefit Plans”) of the Company, in accordance with the terms thereof, as in effect from time to time, which provide benefits to senior executives of the Company. For purposes of this Agreement, Benefit Plans shall include, without limitation, any compensation plan such as an incentive, deferred, stock option or restricted stock plan, or any employee benefit plan such as a thrift, pension, profit sharing, pre-tax savings, medical, dental, disability, salary continuation, accident, life insurance plan, or a relocation plan or policy, or any other plan, program, or policy of the Company intended to benefit employees.

6. Termination of Employment.

(a) Termination by the Company for Cause or Termination by the Employee Other Than for Good Reason. If during the Period of Employment the Company terminates the employment of the Employee for Cause or if the Employee terminates his/her employment other than for Good Reason the Company shall pay the Employee (i) the Employee’s Base Salary through the end of the month in which the Termination Date occurs, (ii) any accrued vacation pay, and (iii) benefits payable to him/her pursuant to the Company’s Benefit Plans as provided in Section 5(c) hereof through the end of the month in which the Termination Date occurs.

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Employee shall receive no incentive compensation if Employee’s employment is terminated for Cause. The amounts and benefits set forth in clauses (i) , (ii) , and (iii) of the preceding sentence shall hereinafter be referred to as “Accrued Benefits.”

(b) Termination by the Company Without Cause or by the Employee for Good Reason. If during the Period of Employment the Company terminates the Employee’s employment with the Company without Cause or the Employee terminates his/her employment with the Company for Good Reason, the Company will pay to Employee all Accrued Benefits and, in addition, pay or provide to the Employee the following:

(i) within thirty (30) days after the date of termination, a lump sum equal to two years of the Employee’s Cash Compensation;

(ii) for the greater of two years or the remainder of the Period of Employment immediately following the Employee’s date of termination, the Employee and Employee’s family shall continue to participate in any Benefit Plans of the Company (as defined in Section 5 (c) hereof) in which Employee or Employee’s family participated at any time during the one-year period ending on the day immediately preceding Employee’s termination of employment, provided that (a) such continued participation is possible under the terms of such Benefit Plans, and (b) the Employee continues to pay contributions for

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such participation at the rates paid for similar participation by active Company employees in similar positions to that held by the Employee immediately prior to the date of termination. If such continued participation is not possible, the Company shall provide, at its sole cost and expense, substantially identical benefits to the Employee plus pay an additional amount to the Employee equal to the Employee’s liability for federal, state and local income taxes on any amounts includible in the Employee’s income by virtue of the terms of this Section 6(b) (ii) so that Employee does not have to personally pay any federal, state and local income taxes by virtue of the terms of this Section 6(b) (ii) ;

(iii) two additional years of service credit under the Company’s Non-Qualified Plans and, for purposes of such plans, Employee’s final average pay shall be deemed to be his/her Cash Compensation for the year in which the date of termination occurs;

(iv) the Company shall take all reasonable actions to cause any Company restricted stock (“Restricted Stock”) granted to Employee to become fully vested and any options to purchase Company stock (“Options”) granted to Employee to become fully exercisable, and in the event the Company cannot effect such vesting or acceleration within sixty (SO) days, the

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Company shall pay within thirty (30) days thereafter to Employee (i) with respect to each Option, an amount equal to the product of (x) the number of unvested shares subject to such Option, multiplied by (y) the excess of the fair market value of such a share of Company common stock on the date of Employee’s termination of employment, over the per share exercise price of such Option and (ii) with respect to each unvested share of Restricted Stock an amount equal to the fair market value of such a share of Company common stock on the date of Employee’s termination of employment.

Except as provided in the following sentence, the amounts payable to the Employee under this Section 6(b) shall be absolutely owing and shall not be subject to reduction or mitigation as a result of employment of the Employee elsewhere after the date of termination. Notwithstanding any provision herein to the contrary, the benefits described in clauses (i), (ii) and (iii) of this Section 6(b) shall only be payable with respect to the period ending upon the earlier of (i) the end of the period specified in each such clause or (ii) Employee’s attainment of age 65.

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7. Gross-Up. In the event any amounts due to the Employee under this Agreement after a Change in Control, under the terms of any Benefit Plan, or otherwise payable by the Company or an affiliate of the Company are subject to excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended (“Excise Taxes”), the Company shall pay to the Employee, in addition to any other payments due under other provisions of this Agreement, an amount equal to the amount of such Excise Taxes plus the amount of any federal, state and local income or other taxes and Excise Taxes attributable to all amounts, including income taxes, payable under this Section 7, so that after payment of all income, Excise and other taxes with respect to the amounts due to the Employee under this Agreement, the Employee will retain the same net after tax amount with respect to such payments as if no Excise Taxes had been imposed.

8. Covenants. For a period of one year after termination of Employee’s employment after a Change in Control, Employee shall not hire or solicit for hire, directly or indirectly, an employee of the Company. Employee shall not make any disparaging statement, public or private, in writing or orally, concerning the Company.

9. Governing Law. This Agreement is governed by, and is to be construed and enforced in accordance with, the laws of the State of Connecticut. If under such laws any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect, and validity of the remaining portion hereof.

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10. Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in the Company’s case, to its Secretary) or seventy-two (72) hours after deposit thereof in the U.S. mail, postage prepaid, for delivery as registered or certified mail — addressed, in the case of the Employee, to the Employee at Employee’s residential address, and in the case of the Company, to its corporate headquarters, attention of the Secretary, or to such other address as the Employee or the Company may designate in writing at any time or from time to time to the other party. In lieu of personal notice or notice by deposit in the U.S. mail, a party may give notice by telegram, fax or telex.

11. Miscellaneous/Termination. This Agreement may be amended only by a subsequent written agreement of the Employee and the Company. This Agreement shall be binding upon and shall inure to the benefit of the Employee, the Employee’s heirs, executors, administrators, beneficiaries, and assigns and to the benefit of the Company and its successors. Notwithstanding anything in this Agreement to the contrary, nothing herein shall prevent or interfere with the ability of the Company to terminate the employment of the Employee prior to a Change in Control nor be construed to entitle Employee to be continued in employment prior to a Change in Control and this Agreement shall terminate if Employee or the Company terminates Employee’s employment prior to a Change in

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Control. Similarly, nothing herein shall prevent the Employee from retiring under any of the Company’s retirement plans and receiving the corresponding benefits thereunder consistent with the treatment of other Company employees. This Agreement shall have an initial term of two (2) years from the date hereof. The parties may extend this Agreement for one (1) year terms upon 90 days notice from one party to the other, and the agreement of such other party.

12. Fees and Expenses. The Company shall pay all reasonable legal fees and related expenses incurred by the Employee in connection with this Agreement following a Change in Control of the Company, including without limitation, all such fees and expenses, if any, incurred in connection with (i) contesting or disputing any termination of the Employee’s employment hereunder, or (ii) the Employee seeking to obtain or enforce any right or benefit provided by the Agreement.

13. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Connecticut by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Employee shall be entitled to be paid as if his/her employment continued during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company shall bear all costs and expenses arising in connection with any arbitration pursuant to this Section 13.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and day first above written.

APPLERA CORPORATION
By:	/s/ Tony L. White
	Tony L. White
	Chairman, President and Chief Executive Officer

ATTEST:
By:	/s/ William B. Sawch
	William B. Sawch
	Senior Vice President and General Counsel

ACCEPTED AND AGREED:

/s/ Mark P. Stevenson

Mark P. Stevenson

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EXECUTION COPY

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

AMENDMENT NO. 1, dated as of June 11, 2008 (this “Amendment”), to the EMPLOYMENT AGREEMENT, dated September 1, 2007 (the “Agreement”), by and between Applera Corporation, a Delaware corporation (the “Company”), and Mark P. Stevenson (the “Employee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

W I T N E S S E T H

WHEREAS, the parties hereto desire to amend the Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained in the Agreement and herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and accepted, the parties hereto hereby agree as follows:

1. Amendment to Section 1 of the Agreement. The first sentence of Section 1 of the Agreement is amended to read in its entirety as follows:

“1. Employment. The Company agrees to employ Employee, and the Employee agrees to serve, as President and Chief Operating Officer of the Company after a Change in Control during the Period of Employment (as those terms are defined in Section 2 hereof).”

2. Amendment to Section 2(f)(i) of the Agreement. The definition of “Period of Employment” as set forth in Section 2(f)(i) of the Agreement is hereby amended to read in its entirety as follows:

“(f) Period of Employment. (i) “Period of Employment” means, subject to the provisions of Section 2(f)(ii), the period of thirty-six (36) months commencing on the date of a Change in Control (as defined in Section 2(c) hereof) and the period of any extension or extensions thereof in accordance with the terms of this Section. Subject to the Agreement termination provisions of Section 11, the Period of Employment shall be extended automatically by one week for each week in which the Employee’s employment continues after the date of a Change in Control.”

3. Amendment to Section 6(a) of the Agreement. The last sentence of Section 6(a) of the Agreement is hereby amended to read in its entirety as follows:

“The amounts and benefits set forth in clauses (i), (ii), and (iii) above in this Section 6(a), and incentive compensation payable to Employee pursuant to Section 4(b) hereof, including a pro rata share for any partial year, shall hereinafter be referred to as “Accrued Benefits.””

4. Amendment to Section 6(b)(i) of the Agreement. Section 6(b)(i) of the Agreement is hereby amended to read in its entirety as follows:

“(i) within thirty (30) days after the date of termination, a lump sum equal to the greater of (A) the Employee’s Cash Compensation for the remainder of the Period of Employment or (B) two times the Employee’s Cash Compensation.”

5. Amendment to Section 6(b)(iii) of the Agreement. Section 6(b)(iii) of the Agreement is hereby amended to read in its entirety as follows:

“(iii) three additional years of service credit under the Company’s Non-Qualified Plans and, for purposes of such plans, Employee’s final average pay shall be deemed to be his/her Cash Compensation for the year in which the date of termination occurs.”

6. Amendment to Section 11 of the Agreement. Section 11 of the Agreement is hereby amended by deleting the final two sentences thereof, such that Section 11 of the Agreement shall read in its entirety as follows:

“11. Miscellaneous/Termination. This Agreement may be amended only by a subsequent written agreement of the Employee and the Company. This Agreement shall be binding upon and shall inure to the benefit of the Employee, the Employee’s heirs, executors, administrators, beneficiaries, and assigns and to the benefit of the Company and its successors. Notwithstanding anything in this Agreement to the contrary, nothing herein shall prevent or interfere with the ability of the Company to terminate the employment of the Employee prior to a Change in Control nor be construed to entitle Employee to be continued in his employment prior to a Change in Control and this Agreement shall terminate if Employee or the Company terminates Employee’s employment prior to a Change in Control. Similarly, nothing herein shall prevent the Employee from retiring under any of the Company’s retirement plans and receiving the corresponding benefits thereunder consistent with the treatment of other Company employees.”

7. Limited Effect. Except as specifically amended hereby, the terms and provisions of the Agreement shall continue and remain in full force and effect and the valid and binding obligation of the parties thereto in accordance with its terms. All references in the Agreement (and in any other agreements, documents and instruments entered into in connection therewith) to the “Agreement” shall be deemed for all purposes to refer to the Agreement, as amended by this Amendment.

8. Counterparts. This Amendment may be executed in counterparts, each of which shall be an original, with the same effect as of the signatures hereto and thereto were upon the same instrument.

9. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to the conflicts of law rules thereof.

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IN WITNESS WHEREOF, the parties have executed this Amendment and caused the same to be duly delivered on their behalf on the day and year first written above.

APPLERA CORPORATION
By:	/s/ Barbara J. Kerr
Name:	Barbara J. Kerr
Title:	Vice President, Human Resources

ATTEST:
By:	/s/ Thomas P. Livingston
	Name:	Thomas P. Livingston
	Title:	Vice President and Secretary

ACCEPTED AND AGREED:
By:	/s/ Mark P. Stevenson
	Mark P. Stevenson

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EXHIBIT B

Payment Schedule

The following payments shall be made by the Company to you:

(1) a cash lump sum payment in an amount equal to US $3,744,000 (the “Cash Out Payment”).

(2) a cash lump sum payment in an amount equal to US $3,054,040 which is equal to the sum of: (i) certain excise taxes that may be imposed on you under Internal Revenue Code Sections 280G and 4999 (the “Excise Tax Restoration”) and (ii) for any taxes (including excise taxes) imposed on the Excise Tax Restoration payment, and for any interest or penalties related to such excise taxes with all such computations performed applying the then highest marginal tax rates (not including any taxes and penalties under Section 409A of the Internal Revenue Code). Such payment shall be made to you at the same time as the Cash Out Payment (the sum of clauses (i) and (ii) is the “Gross-Up Payment”). The Gross-Up Payment is intended to be an amount so that you will be in the same position on an after-tax basis that you would have been if no excise taxes, interest and/or penalties had been imposed for the payments in this Exhibit B. If it is later determined that the Gross-Up Payment provided to you was not sufficient to satisfy the requirements of the preceding sentence, then the Company shall within 30 days of such determination make an additional cash payment to you so that such requirements are satisfied. All determinations regarding the Gross-Up Payment, including but not limited to the amount of such payment, shall be made by a nationally recognized accounting firm or other similar consultant selected by the Company.

(3) For purposes of this Exhibit B and the Letter Agreement, the Gross-Up Payment and the Cash Out Payment will collectively be referred to as the “Payment”. The Company will make the full Payment to you within thirty (30) calendar days after the Effective Date of the Letter Agreement. In all events, the Gross-Up Payment including any underpayment, shall be made not later than the December 31 following the taxable year in which you remit the applicable excise taxes.

EXHIBIT C

Enhanced Compensation Package

Upon the Effective Date, Mark P. Stevenson (“Executive”) shall hold the following position, reporting relationship, and pay band:

Position:	President and Chief Operating Officer
Reports to:	Chief Executive Officer (Gregory Lucier)
Level:	EL – 2

Executive’s Enhanced Compensation Package provided to Executive by Company in exchange for the promises and covenants set forth in this Letter Agreement shall include the following:

1. Base Salary and ICP Annual Bonus. Company agrees to provide Executive with an increased base salary. The new base salary shall be $650,000.00 annually (“New Base Salary”), less all appropriate federal and state income and employment taxes. This New Base Salary is provided in exchange for Executive’s promises set forth herein and is not an increase that is being awarded in the ordinary course of business to Executive or Executive’s peers. The New Base Salary shall be effective immediately on the Effective Date. Executive shall also be entitled to participate in the Company’s Incentive Compensation Plan for calendar year 2009 (“ICP”) as of January 1, 2009. Executive’s annual bonus target shall be at least 100% of his annual base salary and the actual bonus paid to Executive may be greater than the target amount. The ICP shall be governed by and is subject to the applicable plan.

2. Equity Incentive Award. On the Closing Date, Executive will be granted a 2009 equity incentive award described below (“Equity Incentive Award”). Through that Equity Incentive Award, Executive will be granted an option to purchase a number of shares of Company common stock that have a grant face value of $3,600,000 (“the Option”). The number of shares subject to the Option will be determined by dividing the grant face value by the Fair Market Value (as defined in the applicable Company incentive plan) on the date of the grant. The Option will be granted on the Closing Date and will vest annually over four (4) years in 25% installments. On the Closing Date, as part of the Equity Incentive Award, Executive will also be granted a number of restricted stock units of Company common stock that have a grant face value of $1,000,000, which will vest 100% on the 3^rd anniversary of the date of the grant (“RSU Award”). The number of restricted stock units granted will be determined by dividing the grant face value by the Fair Market Value (as defined in the applicable Company incentive plan) on the date of the grant. The RSU Award is not subject to any performance criteria. The Equity Incentive Award will be subject to the terms and conditions of the applicable Company incentive plan and the applicable restricted stock units agreement and nonstatutory stock option agreement, which will not be inconsistent with the terms of this Letter Agreement and which Executive will be required to sign as a condition of receiving the Equity Incentive Award.

3. Synergy Bonus. Executive shall be eligible to earn a bonus based on certain milestones (“Synergy Goals”) to be established for Executive by Company for Executive’s performance during calendar years 2009 and 2010. The Synergy Goals for calendar year 2009 will be set forth in a schedule that will be provided to Executive within the first 60 days of calendar year 2009. The Synergy Goals for calendar year 2010 will be set forth in a schedule that will be provided to Executive no later than the first 60 days of 2010. Provided such Synergy Goals are satisfied, Executive’s total target Synergy Bonus for the 2009 and 2010 calendar years shall be $975,000 (“Synergy Bonus Target”), less all appropriate federal and state income and employment taxes. Sixty percent (60%) of the Synergy Bonus Target or $585,000 (“2009 Target”) will be payable provided Executive achieves the Synergy Goals established for the 2009 calendar year by the end of 2009. The remaining forty percent (40%) of the Synergy Bonus Target or $390,000 (“2010 Target”) will be payable provided Executive achieves the Total Synergy Goal (combined amount of Synergy Goals for 2009 and 2010) by the end of 2010. All terms and conditions of the Synergy Bonus will be governed by and subject to the Synergy Bonus Plan, which is attached to this Letter Agreement as Exhibit D.

Notwithstanding the above, the parties agree that the (A) Synergy Bonus described herein shall not be included as part of the compensation or benefits due pursuant to the Employment Agreement and shall not be included for purposes of calculating any other benefits payable to the Executive either under the Employment Agreement or the Change in Control Agreement entered into between Company and Executive and (B) the Synergy Bonus shall not be considered a “Payment” for purposes of Section 7 of the Employment Agreement or Section 11 of the Change in Control Agreement and will not be included in any calculations referenced therein or any Section 280G Gross-up Payment due to you under the Letter Agreement or otherwise.

(4) To the extent relocation to Carlsbad, California is required, the Company shall facilitate Executive’s relocation to Carlsbad, California by providing Executive with the payments and benefits provided under the Company’s standard relocation policy attached hereto as Exhibit H, subject to any modifications made to that policy prior to Executive’s initiation and actual use of benefits under that policy.

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EXHIBIT D

Synergy Bonus Plan

Bonus Objectives: The Synergy Bonus Plan (“Plan”) provides for cash bonuses to be paid to eligible employees and is designed to provide a focused incentive to reduce costs and increase efficiencies and growth related to the acquisition of Applied Biosystems as well as act as an additional retention device over the two-year life of the Plan.

Performance Period: The performance period is from January 1, 2009 through December 31, 2010.

Eligibility for Participation: This plan is limited to a select group of individuals on the senior leadership team who are notified in writing of their eligibility and their individual Synergy Bonus Target and Goals for 2009 and 2010.

Eligibility for Distribution: An employee must meet all of the following criteria in order to be eligible to receive the bonus payment(s), if any:

Employee must achieve the Synergy Goals as defined in this Plan and the individual Schedule provided to the employee.

Employee must be employed on the date the bonus is paid. An employee who voluntarily terminates or is terminated for any reason before the date the bonus is paid is NOT eligible to receive a bonus or any portion thereof.

Provided, however, if an employee is terminated without Cause (as defined in the employee’s Change-in-Control Agreement or the Applied Biosystems’ Executive Severance Pay Policy, as applicable) or if the employee resigns for Good Reason (as defined in the employee’s Change-in-Control Agreement or the Applied Biosystems’ Executive Severance Pay Policy, as applicable, and as modified in the applicable Waiver and Release of Rights Agreement) after the end of the calendar year to which the respective bonus relates but on or before the date the bonus is paid, the employee will remain eligible to receive the respective bonus if Company is able to validate that the Synergy Goal for the calendar year was achieved. Under such circumstance, any such bonus will be calculated and paid pursuant to the Plan Calculation and Payment Dates provision set forth below.

Definitions:

Synergy Goal. The individual (customized) milestones for each eligible employee for 2009 and 2010 will be set forth on a written “Schedule” (and may include goals with respect to Annual Operating Plan (“AOP”), AOP Revenue and AOP Operating Expenses, or other goals.), provided to each individual eligible employee within the first 60 days of calendar year 2009 (and, for 2010, as soon as reasonably practicable, but in no event no later than within the first 60 days of the calendar year 2010).

Total Synergy Goal. The combined Synergy Goal for 2009 and 2010 as set forth on the Schedule provided to the employee.

Synergy Bonus Target: The bonus target for the two year period is the dollar amount set forth on the employee’s individual Schedule. 60% of the Synergy Bonus Target (“2009 Target”) shall be based on achievement of the individual’s 2009 Synergy Goal. 40% of the Synergy Bonus Target (“2010 Target”) shall be based on achievement of the individual’s Total Synergy Goal, which is the combined-Synergy Goals for 2009 and 2010.

Bonus Calculation Formula: The 2009 Target bonus and 2010 Target bonus amounts for each employee will be calculated using the following formula:

If the employee fails to achieve the 2009 Synergy Goal by 12/31/09, the employee will not receive the 2009 Target, but will still be eligible to earn the 2010 Target, provided the employee achieves, in the aggregate the Total Synergy Goal established for both 2009 and 2010 by 12/31/2010. The 2010 Target may be accelerated if the Total Synergy Goal is achieved by 12/31/09, subject to any additional or other performance requirements and conditions, which may include headcount-related goals, set forth in the employee’s individual Schedule.

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Plan Calculation and Payment Dates: The achievement of the Synergy Goals will be calculated and payments, if any, will be made no later than 2 ¹/2 months after the end of the calendar year in which the respective Synergy Goal is achieved, provided all of the eligibility criteria and prerequisites are met, unless the employee has properly and timely elected to defer the receipt of such bonus pursuant to the terms of the Company’s applicable deferred compensation plans in effect at that time. The timing of any payments shall be compliant with or exempt from Section 409A of the Internal Revenue Code.

Taxes: Any bonus will be subject to applicable local, state and country taxes and other withholdings.

Exclusion from Change-in-Control and Executive Severance Pay Policy Benefits: Notwithstanding the above, to the extent an employee is entitled to any benefits pursuant to the Change-in-Control Agreement or the Executive Severance Pay Policy, as amended, the Synergy Bonus shall not be included in any definition of compensation or benefits in such agreement or policy and any benefits provided pursuant to any such agreement or policy shall not be based on, calculated from, or in any way include any portion of the Synergy Bonus described herein.

Savings (Severability) Clause:

This Plan is intended to be in conformity with all applicable federal, state and local laws and regulations. To the extent any provision is found to be invalid or unenforceable, then such provision will be modified to the extent possible to reflect the Company’s intentions. All remaining provisions of the Plan will remain in full force and effect unless otherwise determined by the Plan Administrator.

At-Will Employment:

Nothing in this Plan is intended to or should be construed to contradict, modify or alter the at-will nature of employee’s employment with Company. Employee’s employment with Company remains at-will, is not for any specified period, and may be terminated at any time, with or without cause or advance notice, by either employee or Company, subject to the terms of any other applicable agreement between the employee and Company. Any change to the at-will employment relationship must be by specific, written agreement signed by the employee and Company’s CEO.

Plan Administration:

The Company reserves the right to review this Plan and to make changes in Plan design, participation, eligibility, prerequisites, calculation, target incentives, funding levels, or any other components or aspects of this Plan at any time and without prior notice.

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The Company further reserves the right to terminate the Plan at any time prior to the end of the Plan Year without prior notice. Notwithstanding the foregoing, however, the Company shall not make material modifications to or eliminate the Plan or the Synergy Goals once they have been communicated in writing to the employee through the respective individual schedule, as it pertains to those employees who are eligible to participate in the Plan in exchange for executing the Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control Agreement or the Limited Waiver and Release of Rights to Terminate for Good Reason Under the Executive Severance Pay Policy, as may be applicable.

Human Resources is responsible for administering and interpreting the Plan and maintaining any necessary administrative records.

Interpretation of Plan

The Company retains the exclusive right to interpret the terms of this Plan in its sole and absolute discretion. The interpretation of the Company shall be binding, conclusive and final.

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EXHIBIT E

Severance Plan (Attached)

Form of Release of Claims

RELEASE OF ALL CLAIMS

1. Release

1.1. Employee unconditionally, irrevocably and absolutely releases and discharges Invitrogen Corporation, Life Technologies, Applera Corporation and Applied BioSystems, Inc. (collectively “Company”), and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of Company, past and present, including but not limited to Company’s employees, officers, directors, agents, successors and assigns past and present (collectively, “Released Parties”) from all claims related in any way to transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Employee’s employment with Company, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee’s employment with Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, but not limited to alleged violations of the California (or other applicable) Labor Code or the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 and the California Fair Employment and Housing Act (or other similar state act), the Americans with Disabilities Act, and the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), all claims for reprisal and retaliation under federal and state law; any claims for back pay, front pay, liquidated damages, compensatory and punitive damages, and injunctive relief; and all claims for attorneys’ fees, costs and expenses. However, this general release is not intended to bar or release any claims that, by statute, may not be waived, or any claims for workers’ compensation benefits, unemployment insurance benefits, contractual or statutory indemnity, coverage under any directors and officers liability insurance policy and any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement.

1.2. Employee acknowledges that he may discover facts or law different from, or in addition to, the facts or law that he knows or believes to be true with respect to the claims released in this Agreement and agree, nonetheless, that this Agreement and the releases contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.

1.3. Employee declares and represents that he intends this Agreement to be complete and not subject to any claim of mistake, and that the releases herein express a full and complete release and, regardless of the adequacy or inadequacy of the consideration, Employee intends the releases herein to be final and complete. Employee executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.

1.4. Employee waives his respective rights to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Employee, or on Employee’s behalf, related in any way to the matters released herein.

1.5. The general release and other provisions contained in this section 1 (the “Release”) and the terms of section 2 below shall become effective immediately upon execution of this Agreement by the parties; provided, however, that to the extent the Release and the terms of section 2 relate to age discrimination under the ADEA they shall not be effective until the Effective Date of this Agreement, as described in Section 11.4 below.

2. Employee expressly acknowledges and agrees that he is waiving all rights under Section 1542 of the California Civil Code. That section provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

3. Nondisparagement. Employee agrees not to disparage, defame or make negative or critical statements, written or oral, regarding the personal or business reputation, technology, products, practices or conduct of Company or any of the other Released Parties. In addition, except as required by law, Employee shall not, without the prior written approval of Company’s Board of Directors, make any statements regarding Company or the Released Parties that Employee knows, or reasonably should know, would lead to such statements being publicly disseminated in the media.

4. Confidentiality and Return of Company Property.

4.1. Confidential or Proprietary Information. Employee agrees that Employee will not use, remove from Company’s premises, make unauthorized copies of or disclose any confidential or proprietary information of Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, including but not limited to, their trade secrets, copyrighted information, customer lists, any information encompassed in any research and development, reports, work in progress, drawings, software, computer files or models, designs, plans, proposals, marketing and sales programs, financial projections, and all concepts or ideas, materials or information related to the business or sales of Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities that has not previously been released to the public by an authorized representative of those companies or that has not otherwise become publicly known other than by reason of any violation by the Employee of this Agreement or any Confidentiality Agreement (as defined in section 4.2, below).

4.2. Continuing Obligations. Employee agrees that the Trade Secrets Policy, the Information and Technology Agreement, the Company’s Insider Trading Policy and the surviving provisions of the Change-in-Control Agreement, including but not limited to Sections 15 and 16 on Nondisparagement and Nonsolicitation and Noncompetition, or similar documents, that Employee executed in connection with Employee’s employment and any similar policies and agreements Employee entered into with predecessor or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities (collectively referred to as the “Confidentiality and Covenants Agreements”) shall remain in effect. Employee agrees to continue to comply with the Confidentiality and Covenants Agreements. As applicable: For purposes of Section 7 of the Severance Plan or Section 16 of the Change in Control Agreement regarding limitation of employment, such provision shall apply only to the following companies (and their successor entities): Illumina, Inc., Pacific Biosciences, Roche, BioRad, and Thermo Fisher Scientific.

5. Return of Company Property. By signing this Agreement, Employee represents and warrants that Employee will have returned to Company on or before the Effective Date of this Agreement, all Company and any parent and subsidiary entity, affiliated company, partnership, divisions or other affiliated entity property, including all confidential and proprietary information, as described in the Confidentiality and Covenants Agreements, and all materials and documents containing trade secrets and copyrighted materials, including all copies and excerpts of the same and all digital or electronic files.

6. Nonsolicitation of Company’s Employees. Employee agrees that for a period of one (1) year following Employee’s termination from employment with Company, for any reason, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging or recruiting any of Company’s employees or causing others to solicit or encourage any of Company’s employees to discontinue their employment with Company.

7. Cooperation. Due to Employee’s former position with Company, Company may require Employee’s assistance and cooperation with respect to patents, administrative matters, litigation or government agencies or institutions. Accordingly, Employee agrees that should Company request Employee’s assistance with respect to such matters, Employee will fully cooperate and assist Company in responding to and resolving such matters. Company agrees (i) not to make unreasonable requests pursuant to this Section 7, (ii) to take into consideration and take reasonable steps to accommodate the requirements of Employee’s employment situation at the time, and (iii) to pay reasonable costs or expenses incurred by Employee in responding to such requests, including, without limitation, any travel or lodging costs or attorneys’ fees, as determined by Company in its discretion.

8. No Admissions. By entering into this Agreement, the Released Parties make no admission that they have been engaged, or are now engaging, in any unlawful conduct. The parties understand and acknowledge that this Agreement is not an admission of liability and shall not be used or construed as such in any legal, administrative or other similar proceeding.

9. No Other Severance Benefits. Employee acknowledges and agrees that the severance payments and benefits provided pursuant to this Agreement between Employee and the Company is in lieu of any other severance benefits for which Employee may be eligible under any other agreement or Company severance plan or practice.

10. If applicable: Indemnification; Insurance; ERISA; and Legal Process. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter the terms and conditions of the Indemnification Agreement between the Employee and the Company, if applicable, any rights of Employee to indemnification under the By-laws of the Company or applicable state law, any rights of Employee under any insurance policy of the Company, any rights of Employee under any plan of the Company adopted pursuant to the Employee Retirement Income Security Act (ERISA), or any rights of the Employee to enforce the terms of this Agreement or the Change-in-Control Agreement. Nothing in this Agreement is intended to or should be construed to preclude Employee from disclosing information required in response to a subpoena duly issued by a court of law or a government agency having jurisdiction or power to compel such disclosure, or from giving full, truthful and cooperative answers in response to a duly issued subpoena or as otherwise may be required by law.

11. Depending on Employee’s age at time of termination Older Workers’ Benefit Protection Act. This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). The following general provisions, along with the other provisions of this Agreement, are agreed to for this purpose.

11.1. Employee acknowledges and agrees that Employee has read and understands the terms of this Agreement.

11.2. Employee acknowledges that this Agreement advises Employee in writing that Employee should consult with an attorney before executing this Agreement, and that Employee has obtained and considered such legal counsel as Employee deems necessary, such that Employee is entering into this Agreement freely, knowingly, and voluntarily.

11.3. Employee acknowledges that Employee has been given at least twenty-one (21) days in which to consider whether or not to enter into this Agreement. Employee understands that, at Employee’s option, Employee may elect not to use the full 21-day period.

11.4. Except as otherwise provided in Section 1.5 above, this Agreement shall not become effective or enforceable until the eighth day after Employee signs this Agreement. In other words, Employee may revoke Employee’s acceptance of all provisions of this Agreement, except for those rights and obligations that become effective upon execution of this Agreement as provided in Section 1.5 above, within seven (7) days after the date Employee signs it. Employee’s revocation must be in writing and received by Company’s Senior Vice President of Human Resources by 5:00 p.m. P.S.T. on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven (7) day period, Employee’s acceptance of this entire Agreement shall become binding and enforceable on the eighth day (“Effective Date”). The severance payments and benefits described in the Change-in-Control Agreement shall become due and payable on or after the eighth day after Employee signs this Agreement provided it has not been revoked, subject to the terms of the Change-in-Control Agreement.

11.5. This Agreement does not waive or release any rights or claims that Employee may have under the ADEA that arise after the execution of this Agreement.

12. Severability. In the event any provision of this Agreement shall be found unenforceable by a court of competent jurisdiction, the provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefits contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

13. Applicable Law. The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the United States of America and the State of Delaware.

14. Binding on Successors. The parties agree that this Agreement shall be binding on, and inure to the benefit of, Employee’s or its successors, heirs and/or assigns.

15. Full Defense. This Agreement may be pled as a full and complete defense to, and may be used as a basis for an injunction against, any action, suit or other proceeding that may be prosecuted, instituted or attempted by Employee in breach of this Agreement. Each party agrees that in the event an action or proceeding is instituted in order to enforce the terms or provisions of this Agreement, the prevailing party shall be entitled to an award of reasonable costs and attorneys’ fees incurred in connection with enforcing this Agreement to the fullest extent permitted by law.

16. Good Faith. The parties agree to do all things necessary and to execute all further documents necessary and appropriate to carry out and effectuate the terms and purposes of this Agreement.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW AND SHALL BE EFFECTIVE AS TO SEPARATE PORTIONS HEREOF ON THE RESPECTIVE DATES SET FORTH ABOVE.

INVITROGEN CORPORATION’S

EXECUTIVE OFFICER SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION

I. INTRODUCTION

Invitrogen Corporation (“Invitrogen”) hereby adopts the Invitrogen Corporation Executive Officer Severance Plan and Summary Plan Description (the “Plan”), to provide severance benefits to eligible executives of Invitrogen whose employment is terminated involuntarily under certain circumstances. The Plan is effective as of February 20, 2006 and supersedes any and all other severance plans, policies or practices, including but not limited to the Invitrogen Corporation Executive Officer Severance Plan and Summary Plan Description, effective November 1, 2004. All benefit determinations under the Plan and interpretation of Plan provisions will be made by Invitrogen (or its designee) in its sole discretion as Plan Administrator. The Plan is described in further detail below.

II. ELIGIBILITY

Any executive currently working for Invitrogen at the executive officer level (EL-2 and above) whose employment is terminated involuntarily is eligible for severance benefits described in Section III of this Plan, PROVIDED each of the following requirements is met:

1. The termination of employment is involuntary. The termination is involuntary if initiated by Invitrogen.

2. The termination is not due to retirement, death or disability of the executive.

3. The termination of employment is not for “cause” (as defined below). Employment is terminated involuntarily if the termination action is initiated by Invitrogen and is not for cause. For purposes of the Plan, “cause” shall mean the following:

a. Acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of the executive with respect to his/her obligations or otherwise relating to the business of Invitrogen, its affiliates or customers;

b. The executive’s material breach of the Information and Technology Agreement;

c. The executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; or

d. The executive’s willful neglect of duties as determined in the sole and exclusive discretion of Invitrogen.

Invitrogen, as Plan Administrator, will, in its sole discretion, determine if a termination of employment is for “cause.”

4. The executive is not a temporary employee or a new hire who has not yet started to work on a regular, full-time or part-time basis.

5. The executive is not covered under any other severance-type plan, policy, arrangement or agreement that provides severance payments and benefits more favorable in the aggregate to those provided herein. If any such plan, policy, arrangement or agreement exists, the executive will receive payments and benefits pursuant to that plan, policy, arrangement or agreement

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and shall not receive any of the severance payments and benefits described herein. If the severance payments and benefits provided under any other severance-type plan, policy, arrangement or agreement are less favorable in the aggregate than the severance payments and benefits described in this Plan, than the executive will be eligible for the severance payments and benefits described herein, provided that all of the remainder of the eligibility requirements are met. In no case, will the executive receive severance payments and benefits under any other such severance-type plan, policy, arrangement or agreement and this Plan.

6. The executive has not agreed in writing to waive severance benefits under this Plan or otherwise payable from Invitrogen.

7. The executive signs and does not revoke a Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) in a form acceptable to Invitrogen. Such Separation Agreement provides for a full, general release of all claims, known and unknown, suspected and unsuspected, by the eligible executive, as well as agreements pertaining to nondisparagement, confidentiality, return of Invitrogen property, among other provisions and may contain, at Invitrogen’s sole and absolute discretion, a 12-month covenant not to compete and a 12-month nonsolicitation of customers and/or employees provision, all of which shall be drafted to comply with applicable governing law.

8. The executive has returned all Invitrogen property and equipment.

A terminated executive must satisfy all of the requirements set forth above in order to receive severance benefits under the Plan. Eligibility for severance benefits under the Plan will be determined by Invitrogen upon an eligible executive’s termination of employment. Invitrogen has full power and authority to interpret the provisions of the Plan and render decisions on eligibility for benefits. If Invitrogen determines that an eligible executive satisfies all of the eligibility conditions described above, the executive will receive severance benefits calculated in accordance with Section III below. The severance benefits will be paid following the eligible executive’s termination of employment in accordance with the terms set forth below and in the Separation Agreement.

III. SEVERANCE BENEFITS

A. Severance Pay and Benefits. The following severance pay and benefits are payable under this Plan:

1. Severance Pay. The amount of severance pay provided to an eligible involuntarily terminated executive under this Plan is twelve (12) months of base salary.

The amount of severance payable to an eligible executive shall be based upon the executive’s regular weekly base salary in effect immediately before his/her termination of employment. The weekly salary shall be determined without regard to any overtime, bonuses, fringe benefits, reimbursements or other irregular payments.

Severance will be paid in accordance with one of the following two payment schedules, to be determined by Invitrogen at its discretion at the time of the executive’s termination:

(a) over time in accordance with Invitrogen’s regular payroll practices, provided that all such payments are made by March 15 of the year following the year in which the termination occurs; or

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(b) all severance payments will be delayed six (6) months from the date of termination, at which time a lump sum payment equal to six (6) months of the executive’s base salary, plus an interest payment calculated using the six-month Libor rate, will be made. The remaining severance payments (equal to six (6) months of the executive’s base salary) will be made thereafter in accordance with Invitrogen’s regular payroll practices.

2. Incentive Bonus. The executive will receive his/her target incentive bonus under Invitrogen’s Incentive Compensation Plan (“ICP”) for the year in which the termination occurred, prorated to the date of termination, payable in a lump sum within thirty (30) days of the date of termination if the executive is paid severance according to the schedule described in section III.A.1.a or in six months if the executive is paid severance according to the schedule described in section III.A.1.b. An incentive payment made after six months will include an interest payment calculated using the six-month Libor rate.

3. Outplacement Services. Invitrogen will provide nine (9) months of outplacement assistance through a designated service provider to eligible executives. In no event shall an eligible executive receive cash or other severance benefits in lieu of outplacement assistance.

4. Continuation of Group Health Insurance Coverage. Invitrogen will also pay for the monthly premiums required to continue an eligible executive’s group health insurance coverage for a period of twelve (12) months. Continuation of group health insurance coverage will be on the same terms as during the executive’s employment, provided the executive elects to continue such benefits and remains eligible to receive such benefits in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If an eligible executive’s group health insurance coverage included his/her dependents immediately prior to the executive’s Separation Date, such dependents shall also be covered at Invitrogen’s expense.

All severance payments and benefits will be made less applicable taxes and withholdings.

B. No Separate Fund. All severance benefits payable under the Plan are payable from Invitrogen’s general assets. There is no separate trust or fund established for the payment of severance benefits under the Plan. All amounts shall be less all appropriate deductions, including federal, state and local withholding taxes.

C. Additional Benefits. Invitrogen reserves the right to pay benefits in addition to those required by the Plan based on special circumstances. Each exception will be considered unique and not precedent-setting. Payment of additional amounts or provision of additional benefits will be subject to such terms and conditions as Invitrogen may determine. All such determinations shall be made by Invitrogen in its sole and absolute discretion.

IV. CLAIMS PROCEDURE

Severance benefits under this Plan will automatically be paid to executives who qualify for such benefits. An executive who believes that he or she is entitled to severance benefits under this Plan that have not been provided should file a claim with Invitrogen’s Human Resources Department. The claim must be in writing. If the claim is denied, written notice of the denial will be provided within 90 days (180 days if additional processing time is required) of the initial receipt of the claim. Such notice will include an explanation of the factors on which the denial is based (including specific reasons for the denial and specific references to plan provisions) and what, if any, additional information is needed to support the claim or to request a review of the decision. Further

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review of the claim and access to relevant plan information may be obtained by filing a written request for review with the Human Resources Department within 60 days of receiving the denial. The decision on review will be made no later than 60 days (120 days if additional processing time is required) after the request for review is received and shall contain an explanation of the right to file suit under ERISA Section 502(a) with respect to a claim denied upon such review.

V. STATEMENT OF RIGHTS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (“ERISA”)

The Plan is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The following statement is required by ERISA:

ERISA provides that all employees who may become eligible for benefits under the Plan shall be entitled to:

1. Examine, without charge, at Invitrogen’s offices all documents relating to the Plan.

2. Obtain copies of all documents relating to the Plan upon written request. A reasonable charge may be imposed for the copies.

In addition to creating rights for employees, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. These people, called “fiduciaries” of the plan, have a duty to act prudently and in the interest of all employees. No one, including Invitrogen, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. If your claim for a benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have Invitrogen review and reconsider your claim. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from Invitrogen and do not receive them within 30 days, you may file a suit in federal court and the court may require Invitrogen to provide the materials and pay you a penalty of up to $110 per day until you receive the materials, unless the materials were not sent because of reasons beyond the control of Invitrogen. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. If you have any questions about the Plan, you should contact Invitrogen (Human Resources). If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Area Office of the Employee Benefits Security Administration, U.S. Department of Labor listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, NW, Washington, DC 20210.

VI. AMENDMENT AND TERMINATION

Invitrogen, by action of its Board of Directors or by action of any committee appointed by the Board to administer the Plan, reserves the right to terminate or amend the Plan at any time and in any manner in its sole discretion. No executive shall have any vested interest in severance benefits payable under this Plan prior to satisfying all of the terms and conditions for payment of benefits under this Plan.

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VII. EMPLOYMENT RIGHTS

Nothing in this Plan shall have any effect on Invitrogen’s right to terminate an executive, with or without cause, at any time (subject to the terms of any written employment contract between the executive and Invitrogen). The payment of severance benefits under this Plan does not extend an executive’s term of employment.

VIII. NONALIENATION OF BENEFITS

No benefit under the Plan may be assigned, transferred, pledged as security for indebtedness or otherwise encumbered by any eligible executive or subject to any legal process for the payment of any claim against an eligible executive.

IX. GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of the State of California to the extent such laws are not preempted by ERISA.

X. GENERAL INFORMATION

Employer and Plan Administrator Name:	Invitrogen Corporation
	1600 Faraday Avenue Carlsbad, California 92008
Employer Identification Number:	33 037 3077
Plan Number:	10011
Type of Plan:	The Plan is an unfunded welfare benefit plan providing severance benefits
Agent For Service of Process:	Corporate Creations International Inc. 11380 Prosperity Farms Road #221E Palm Beach Gardens, Florida 33410
Plan Year:	Calendar

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TABLE OF CONTENTS

		Page
I.	INTRODUCTION	1
II.	ELIGIBILITY	1
III.	SEVERANCE BENEFITS	2
IV.	CLAIMS PROCEDURE	3
V.	STATEMENT OF RIGHTS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (“ERISA”)	4
VI.	AMENDMENT AND TERMINATION	4
VII.	EMPLOYMENT RIGHTS	5
VIII.	NONALIENATION OF BENEFITS	5
IX.	GOVERNING LAW	5
X.	GENERAL INFORMATION	5

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EXHIBIT F

Change in Control Agreement

CHANGE IN CONTROL AGREEMENT

This CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into by and between INVITROGEN CORPORATION, a Delaware Corporation (the “Company”), and [insert Executive’s name], an individual (the “Executive”), dated as of [insert date].

WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined in Section 2(a) of this Agreement).

WHEREAS, the Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation and benefits arrangements upon a Change in Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company hereby agree as follows:

1. Certain Definitions.

(a) The “Effective Date” shall be the first date during the Change in Control Period (as defined in Section 1(b) of this Agreement) on which a Change in Control occurs; provided that the Executive is employed on that date. Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated or the Executive ceases to be an officer of the Company prior to the date on which a Change in Control occurs, and it is reasonably demonstrated by the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose in connection with or anticipation of the Change in Control, then, for all purposes of this Agreement, the “Effective Date” shall mean the date immediately prior to the date of such termination of employment or cessation of status as an officer.

(b) The “Change in Control Period” is the period commencing on the date hereof and ending on the second (2^nd) anniversary of such date; provided, however, that commencing on the date one (1) year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the “Renewal Date”), the Change in Control Period shall be automatically extended so as to terminate two (2) years from such Renewal Date, unless at least sixty (60) days prior to the Renewal Date the Company shall give written notice to the Executive that the Change in Control Period shall not be so extended.

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2. Change in Control. For the purpose of this Agreement:

(a) “Change in Control” shall mean:

(i) Any acquisition or series of acquisitions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that (A) any acquisition by the Company, or any of its subsidiaries, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, or (C) any acquisition or series of acquisitions which results in any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) acquiring beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the Outstanding Company Common Stock and while such a beneficial owner such individual, entity or group does not exercise the voting power of his, her or its Outstanding Company Common Stock or otherwise exercise control with respect to any matter concerning or affecting the Company and promptly sells, transfers, assigns or otherwise disposes of that number of shares of Outstanding Company Common Stock necessary to reduce his, her or its beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of the Outstanding Company Common Stock to below 50%, as the case may be, shall not constitute a Change in Control; or

(ii) Individuals who as of [insert new date], constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided that any individual becoming a director subsequent to [insert new date], whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest (as such terms are used in Rule 14a-11 of the Regulation 14A promulgated under the Exchange Act) relating to the election of directors of the Company; or

(iii) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation.

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Anything in this Agreement to the contrary notwithstanding, “Change in Control” shall not mean that certain acquisition of Applera Corporation by the Company , as more particularly described in that certain Agreement and Plan of Merger, dated June 11, 2008, by and among the Company, Applera Corporation and Atom Acquisition, LLC.

3. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending at the end of the twenty-fourth (24^th) month period following the Effective Date (the “Employment Period”).

4. Terms of Employment.

(a) Position and Duties.

(i) During the Employment Period, (A) the Executive shall perform those duties of the Executive’s position as may be assigned from time to time by the Company’s Chief Executive Officer, and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than fifty (50) miles from such location.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and any of its parent and subsidiary entities, affiliated companies, partnerships, divisions and other affiliated entities, as determined by Company, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b) Compensation.

(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to the highest annualized (for any year with respect to which the Executive has been employed by the Company for less than twelve (12) full months) base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the three (3) years immediately preceding the Effective Date. During the Employment Period, the Annual Base Salary may be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business

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to other peer executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to the Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” includes any company controlled by, controlling or under common control with the Company.

(ii) Annual Bonus. During the Employment Period, the Executive shall be eligible to participate in the Company’s annual incentive compensation plan (“Annual Bonus”), subject to the applicable terms and conditions of such plan.

(iii) Incentive, Savings and Retirement Plans. In addition to Annual Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled to participate during the Employment Period in all incentive (including, but not limited to, long-term incentive bonus), savings and retirement plans, practices, policies and programs generally applicable to other peer executives of the Company and its affiliated companies; provided, however, anything in this Agreement to the contrary notwithstanding, the Company retains the right to modify or eliminate such plans prospectively, upon notice to the Executive, so long as such modification or elimination is made as part of, and is generally consistent with, the modification or elimination of plans generally applicable to the Executive’s peers.

(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent generally applicable to other peer executives of the Company and its affiliated companies; provided, however, anything in this Agreement to the contrary notwithstanding, the Company retains the right to modify or eliminate such plans prospectively, upon notice to the Executive, so long as such modification or elimination is made as part of, and is generally consistent with, the modification or elimination of plans generally applicable to the Executive’s peers.

(v) Business Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures generally provided to other peer executives of the Company and its affiliated companies. Such reimbursements shall be paid in accordance with the Company’s reimbursement policies and practices; provided, however, that such reimbursements shall (A) be paid no later than the last day of the Executive’s tax year following the tax year in which the expense was incurred, (B) not be affected by any other expenses that are eligible for reimbursement in any tax year, and (C) not be subject to liquidation or exchange for another benefit.

(vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company generally provided to other peer executives of the Company and its affiliated companies; provided, however, anything in this Agreement to the contrary

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notwithstanding, the Company retains the right to modify or eliminate such benefits prospectively, upon notice to the Executive, so long as such modification or elimination is made as part of, and is generally consistent with, the modification or elimination of benefits generally applicable to the Executive’s peers.

(vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing generally provided to other peer executives of the Company and its affiliated companies.

(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies, as applicable to Executive, in effect for the Executive at any time during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies; provided, however, anything in this Agreement to the contrary notwithstanding, the Company retains the right to modify or eliminate such plans prospectively, upon notice to the Executive, so long as such modification or elimination is made as part of, and is generally consistent with, the modification or elimination of plans generally applicable to the Executive’s peers.

5. Termination of Employment.

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period, it may give to the Executive written notice (in accordance with Section 19(b) of this Agreement) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the thirtieth (30 ^th) day after receipt of such notice by the Executive (the “Disability Effective Date”); provided that, within thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” means the absence of the Executive from the Executive’s duties with the Company on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

(b) Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause (as defined below) only in accordance with the provisions set forth herein.

(i) For purposes of this Agreement, “Cause” means (A) repeated violations by the Executive of the Executive’s material responsibilities and material duties under Section 4(a) of this Agreement which are demonstrably willful and deliberate on the Executive’s part and which are not remedied in a reasonable period of time after receipt of written

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notice from the Company, (B) commission of an intentional act of fraud, embezzlement or theft by the Executive in connection with the Executive’s duties or in the course of the Executive’s employment with the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, (C) violation of any law, regulation, or rule applicable to the Company’s or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities’ business or reputation, including, without limitation, securities laws, (D) causing intentional wrongful damage to property of the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, (E) intentionally and wrongfully disclosing secret processes or confidential information of the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, (F) conviction of, or plea of nolo contendere to, a felony, which conviction or plea materially harms the business or reputation of the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, or (G) participating, without the Company’s express written consent, in the management of any business enterprise which engages in substantial and direct competition with the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities; provided that in the case of clauses (A) through (F), any such act or omission shall have been materially harmful to the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities.

(ii) The Company may not terminate the Executive’s employment for Cause under clause (C), (D), or (E) of such definition set forth above unless: (a) the Company provides the Executive with written notice of its intent to terminate the Executive’s employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (b) within thirty (30) days after the date such notice is provided, the Executive shall have a reasonable opportunity to appear before the Board, with or without legal representation, at the Executive’s election and at the Executive’s expense, to present arguments and evidence on his own behalf to defend such act or acts, or failure to act, and, if, as determined by the Board, such act or failure to act is correctable, the Executive shall be given thirty (30) days after such meeting to correct such act or failure to act; and (c) following presentation to the Board as provided in clause (b) above or the Executive’s failure to appear before the Board at a date and time specified in the notice and, following expiration of the thirty (30) day period in which to correct such acts or failures to act that the Board has determined are correctable, the Executive may be terminated for Cause only if (1) the Board, by an affirmative vote of a majority of its members (excluding the Executive and any other member of the Board reasonably believed by the Board to be involved in the events leading the Board to terminate the Executive for Cause), determines that the acts or failures to act of the Executive specified in the notice occurred and remained uncorrected, and the Executive’s employment should accordingly be terminated for Cause; and (2) the Board provides the Executive with a written determination setting forth in specific detail the basis of such termination of employment which are consistent with the reasons set forth in the notice.

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(c) Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason (as defined below). For purposes of this Agreement, “Good Reason” means:

(i) a substantial diminution in the Executive’s position, authority, duties and responsibilities which, when measured in the aggregate, are inconsistent with the position the Executive held immediately prior to the Change in Control. Changes only to the Executive’s reporting relationships, level of reporting relationships, and/or title shall not alone establish Good Reason. Additionally, any isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive shall not be considered when making a determination of whether Good Reason exists;

(ii) a reduction of the Executive’s Base Salary and annual incentive compensation plan individual target percentage in place immediately prior to the Change in Control, excluding any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive;

(iii) a failure by the Company to comply with Subsections 4(b)(iii)-(viii) of this Agreement. Any isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive shall not be considered when making a determination of whether Good Reason exists;

(iv) the Company requiring the Executive to be based at any office or location more than fifty (50) miles from such office or location where the Executive was based immediately prior to the Change in Control, or requiring a material increase in the travel duties of the Executive in the course of discharging responsibilities or duties which is significantly more frequent (in terms of either consecutive days or aggregate days in any calendar year) than was required prior to the Change in Control;

(v) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(vi) any failure by any successor to the Company to comply with and satisfy 18(c) of this Agreement; provided that such successor has received at least ten (10) days prior written notice from the Company or the Executive of the requirements of Section 18(c) of this Agreement.

(d) Notice of Termination. Any termination by the Company for Cause or by the Executive for Good Reason shall be communicated by Notice of Termination (as defined below) to the other party hereto given in accordance with Section 19(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined in Section 5(e) of this Agreement) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

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(e) Date of Termination. For purposes of this Agreement, “Date of Termination” means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that (i) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (ii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

6. Obligations of the Company upon Termination.

(a) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than the following obligations: (i) payment of the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) payment of the product of (x) the Annual Bonus and any long-term incentive bonus paid, guaranteed to be paid, or payable but for any deferral (and annualized for any fiscal year consisting of less than twelve full months or for which the Executive has been employed for less than twelve (12) full months) to the Executive for the most recently completed fiscal year during the Employment Period, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty five (365); (iii) payment of any compensation previously deferred by the Executive (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company; (iv) payment of any earned or guaranteed Annual Bonus, long-term incentive bonus or other incentive compensation payments attributable to prior fiscal years to the extent not theretofore paid; and (v) payment for any substantiated business and relocation expenses incurred by the Executive to the extent not theretofore reimbursed (the amounts described in clauses (i) through (v) above are hereafter referred to as “Accrued Obligations”). All Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive’s family shall be entitled to receive benefits at least equal to the most favorable benefits provided generally by the Company and any of its affiliated companies to surviving families of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to family death benefits, if any, as in effect generally with respect to other peer executives and their families at any time during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family as in effect on the date of the Executive’s death generally with respect to other peer executives of the Company and its affiliated companies and their families.

(b) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. All Accrued Obligations shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination.

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Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled after the Disability Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Company and its affiliated companies to disabled peer executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter through the Date of Termination generally with respect to other peer executives of the Company and its affiliated companies and their families.

(c) Cause. If the Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination.

(d) Good Reason or Termination Without Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability, or the Executive shall terminate employment under this Agreement for Good Reason:

(i) the Company shall pay to the Executive the aggregate of the following amounts, such amounts to be payable by the Company in a lump sum in cash within thirty (30) days of the Date of termination:

A. All Accrued Obligations; and

B. 2.0 times the sum of the Executive’s Annual Base Salary and the higher of either (i) the average annualized (for any year with respect to which the Executive has been employed by the Company for less than twelve (12) full months) bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company’s deferred compensation arrangements, in respect of the three (3) years or lesser number of years during which the Executive has been employed by the Company immediately preceding the Effective Date, or (ii) the targeted annual bonus payable to the Executive pursuant to the Company’s annual incentive compensation plan for the fiscal year in which the Date of Termination occurs (assuming one hundred percent (100%) achievement of the Company performance factor and one hundred percent (100%) achievement of the Executive’s personal performance factor); and

C. Any guaranteed or targeted long-term incentive bonus that would have been payable within two (2) years of the Date of Termination; and

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D. An amount equal to that portion, if any, of the Company’s contribution to the Executive’s 401(k), savings or other similar individual account plan which is not vested as of the Date of Termination (the “Unvested Company Contribution”), plus an amount which when added to the Unvested Company Contribution would be sufficient after federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and

(ii) the Company shall pay the Executive up to $25,000 for executive outplacement services utilized by the Executive upon the receipt by the Company of written receipts or other appropriate documentation; and

(iii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits at the Company’s expense to the Executive and, where applicable, the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies generally applicable to other peer executives and their families during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the Executive becomes employed elsewhere during the Employment Period and is thereby afforded comparable insurance and welfare benefits to those described in Section 4(b)(iv) of this Agreement, the Company’s obligation to continue providing the Executive with such benefits shall cease or be correspondingly reduced, as the case may be. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and

(iv) all outstanding stock options, shares of restricted stock and other equity based awards held by the Executive pursuant to any Company stock option plan, stock option agreement, restricted stock agreement or other agreement shall immediately become vested and exercisable as to all or any part of the shares covered thereby, with the Executive being able to exercise his stock options within a period of twelve (12) months following the Date of Termination or such longer period as may be permitted under the Executive’s stock option agreements; and

(v) the Company shall make its best efforts to require the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), to either assume the Company’s rights and obligations under any Company stock option plan, stock option agreement or restricted stock agreement or substitute for outstanding options or restricted shares substantially equivalent options or restricted shares of the Acquiring Corporation’s stock. For this purpose, a stock option or restricted share shall be deemed assumed if, following the Change in Control, the stock option or restricted share confers the right to receive in accordance with its terms and conditions, for each share of

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the Company stock subject to a stock option agreement or restricted stock agreement immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of the Company stock on the effective date of the Change in Control was entitled; and

(vi) if, in the calendar year in which occurs the Date of Termination or in the immediately preceding calendar year, the Executive had relocated the Executive’s primary residence from one location (the “Point of Origin”) to its location at the Date of Termination at the request of the Company, then any relocation expenses that are actually incurred in the twelve (12) month period immediately following the Date of Termination by the Executive in moving the Executive’s primary residence and personal property to any location shall be reimbursed by the Company, to the extent such expenses do not exceed the cost of relocating the Executive’s primary residence and personal property to the Point of Origin; provided that such expenses are substantiated by means of written receipts. The cost of relocating the Executive’s primary residence and personal property to the Point of Origin shall be determined by averaging estimates obtained by the Company in writing from three (3) reputable moving companies, selected by the Company in good faith. It shall be the obligation of the Executive to notify the Company in advance of any such relocation so that such estimates may be obtained.

The amounts required to be paid under this Section 6(d) shall be reduced by any other amount of severance (i.e., relating solely to salary or bonus continuation or actual or deemed pension or insurance continuation) received by the Executive upon such termination of employment under any severance plan, policy or arrangement of the Company applicable to the Executive or a group of employees of the Company, including the Executive, and applicable without regard to the occurrence of a Change in Control prior to such termination of employment.

(e) Any payments made pursuant to this Section 6 shall be less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

7. No-Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation or benefits earned by the Executive as the result of employment by another employer or by retirement benefits.

8. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other agreements with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program except as explicitly modified by this Agreement.

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9. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder, except as provided in the last sentence of Section 6(d) of this Agreement, shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur, including the costs and expenses of any arbitration proceeding, as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”); provided that the Executive’s claim is not determined by a court of competent jurisdiction or an arbitrator to be frivolous or otherwise entirely without merit.

10. Release. In order to be eligible to receive any benefits under Section 6 of this Agreement, the Executive must execute a general release in which the Executive, on behalf of the Executive, his or her heirs, personal representatives or successors and assigns, fully and unconditionally releases and discharges all claims and causes of action against the Company, its officers, employees, parent and subsidiary entities, affiliated companies, divisions and other affiliated entities, in a form acceptable to the Company, which will contain provisions substantially similar to those included on the form attached as Exhibit 1.

11. Certain Additional Payments by the Company.

(a) Gross-Up Payment Amount. Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive, whether paid, payable, distributed or distributable pursuant to this Agreement or otherwise (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to in this Agreement as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after the payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

(b) Determinations. Subject to the provisions of Section 11(c) of this Agreement, all determinations required to be made under this Section 11, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant

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to this Section 11, shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) of this Agreement and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(c) Internal Revenue Service Claim or Audit. The Executive shall notify the Company in writing of any claim or audit by the Internal Revenue Service that, if successful, could reasonably require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim;

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company and reasonably acceptable to the Executive;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 11, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any

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permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, to the extent permitted by applicable law, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled in his sole discretion to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) Refunds. If, after receipt by the Executive of an amount advanced by the Company pursuant to Section 11(c) of this Agreement, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of such Section) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after receipt by the Executive of an amount advanced by the Company pursuant to Section 11(c) of this Agreement, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(e) Timing of Payments. All payment pursuant to this Section 11 must be made by the end of the taxable year next following the taxable year in which the Executive remits any taxes associated with the provisions of this Section 11.

12. Application of Section 409A.

(a) Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code (“Section 409A”) shall be paid unless and until the Executive has incurred a “separation from service” within the meaning of Section 409A. Further, to the extent that the Executive is a “specified employee” within the meaning of Section 409A as of the date of the Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall be paid to the Executive before the date (the “Delayed Payment Date”) which is the first (1^st) day of the seventh (7^th) month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section 12, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

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(b) The Company intends that income provided to the Executive pursuant to this Agreement will not be subject to taxation under Section 409A. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A. The Company and the Executive agree to negotiate in good faith to reform any provisions of this Agreement to maintain to the maximum extent practicable the original intent of the applicable provisions without violating the provisions of Section 409A, if the Company deems such reformation necessary or advisable pursuant to guidance under Section 409A to avoid the incurrence of any such interest and penalties. Such reformation shall not result in a reduction of the aggregate amount of payments or benefits under this Agreement. However, the Company does not guarantee any particular tax effect for income provided to the Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to the Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to the Executive pursuant to this Agreement.

(c) Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

13. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret and/or confidential information, knowledge and/or data relating to the Company and/or any of its parent and subsidiary entities, divisions and affiliated companies, partnerships and other affiliated entities and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In addition, to the extent that the Executive is a party to any other agreement relating to confidential information, inventions or similar matters with the Company, the Executive shall continue to comply with the provisions of such agreements. In no event shall an asserted violation of the provisions of this Section 13 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

14. Public Announcements. The Executive shall consult with the Company before issuing any press release or otherwise making any public statement with respect to the Company or any of its parent or subsidiary entities, divisions or affiliated companies, partnerships or other affiliated entities, this Agreement or the transactions contemplated hereby, and the Executive shall not issue any such press release or make any such public statement without the prior written approval of the Company, except as may be required by applicable law, rule or regulation or any self regulatory agency requirements, in which event the Company shall have the right to review and comment upon any such press release or public statement prior to its issuance.

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15. Nondisparagement and Nonsolicitation. Excluding any action in furtherance of, or to enforce, the terms of this Agreement, the Executive agrees that he will not at any time in the future take any action detrimental to the Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, nor make any critical or disparaging statements about the Company or any of its parent or subsidiary entities, divisions or affiliated companies, partnerships, other affiliated entities, its or their services or products, past and present officers, directors or employees, unless such statements are made truthfully in response to a subpoena or other legal process. For a period of one (1) year after the Date of Termination, the Executive shall not, on behalf of himself or any other person or entity, either directly or indirectly, solicit, or attempt to solicit anyone who now is, or subsequently becomes, an employee of or consultant to the Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities to work for or provide business to any other person or entity or to terminate or diminish such person or entity’s employment or consulting relationship with the Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities.

16. Noncompete and Nonsolicitation of Customers. Executive agrees that a prerequisite to and a condition of receiving any benefits under this Agreement is that Executive enter into and comply with an agreement (in a form acceptable to Company and drafted in accordance with applicable law), which provides that for a period of one (1) year after the Date of Termination, the Executive shall not, either directly or indirectly, through an affiliated or controlled entity or person, on Executive’s own behalf or as an employee, partner, consultant, principal, agent or otherwise in any other capacity (except by ownership of five percent (5%) or less of the outstanding stock of any publicly held corporation), (a) own, manage, operate, finance, control, invest in, participate or engage in, work for, render services or advice to, or devote any material endeavor or effort to, a person or an entity engaged in a business which is in competition with the business of Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities or (b) solicit Company’s or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities’ customers.

17. Entire Agreement; Amendment. This Agreement contains all of the terms agreed upon between the Executive and the Company with respect to the subject matter hereof between the Executive and the Company with respect to the matters contemplated in this Agreement (except for any understandings or agreements reflected in a separate non-competition, confidentiality, invention or other similar agreement or agreements between the Company and the Executive). Without limiting the effect of the foregoing, the Executive agrees that this Agreement satisfies any rights he may have had under any prior understanding or agreement between the Executive and the Company with respect to the subject matters described therein. The Executive and the Company agree that no term, provision or condition of this Agreement shall be held to be altered, amended, changed or waived in any respect except as evidenced by written agreement of the Executive and the Company.

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18. Arbitration and Equitable Relief.

(a) Except as provided in Section 17(d) of this Agreement, the Executive and the Company agree that to the extent permitted by law, any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof will be resolved by arbitration to be held at a location within thirty (30) miles of the Company’s principal executive offices in California, in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

(b) The arbitrator will apply Delaware law to the merits of any dispute or claim, without reference to rules of conflict of law. The Executive hereby expressly consents to the personal jurisdiction of the state and federal courts located in California for any action or proceeding arising from or relating to this Agreement and/or relating to any arbitration in which the parties are participants.

(c) The Company will pay the direct costs and expenses of the arbitration. The Company and Executive each will separately pay its counsel fees and expenses; provided, however, the Company shall reimburse the Executive for his reasonable costs (including, without limitation, attorneys’ fees) incurred if the Executive succeeds on the merits with respect to a material breach of this Agreement at any such arbitration, including enforcing any judgment entered on an arbitrator’s decision.

(d) The Company may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary to enforce the provisions of any other employment, incentive, compensation, stock option or other similar arrangement, without breach of this Section 17 and without abridgement of the powers of the arbitrator.

(e) Nothing contained in this Section 17 shall prevent the Executive and the Company from settling any dispute by mutual agreement at any time.

(f) THE EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 17, WHICH DISCUSSES ARBITRATION. THE EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, THE EXECUTIVE AGREES TO THE EXTENT PERMITTED BY LAW, TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THE EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THIS AGREEMENT.

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19. Applicable Law. The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the United States of America and the State of Delaware.

20. Successors.

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

21. Miscellaneous.

(a) Unless otherwise specified, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

[insert name and address]

If to the Company:

Invitrogen Corporation

5791 Van Allen Way

Carlsbad, CA 92008

(ATTN: General Counsel)

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or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof in any particular instance shall not be deemed to be a waiver of such provision or any other provision thereof.

IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant to the authorization from its Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first written above.

	INVITROGEN CORPORATION
	By:
[insert name of Executive]		[insert name and title of Company Representative]

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Exhibit 1

Provisions to be Included in General Release Agreement

1. General Release

1.1. Executive unconditionally, irrevocably and absolutely releases and discharges Company, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of Company, past and present, as well as Company’s employees, officers, directors, shareholders, agents, successors and assigns (collectively, “Released Parties”) from: all claims related in any way to the transactions or occurrences between them to date to the fullest extent permitted by law, including, but not limited to, Executive’s employment with Company, the termination of Executive’s employment with Company, and all other losses, liabilities, claims, charges, demands and causes of action, known and unknown, suspected and unsuspected, arising directly or indirectly out of or in any way connected with Executive’s employment with Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising under local, state and federal law, including, but not limited to, alleged violations of the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), all claims for reprisal and retaliation under federal and state law; any claims for back pay, front pay, liquidated damages, compensatory and punitive damages, and injunctive relief; and all claims for attorneys’ fees, costs and expenses. However, this general release is not intended to bar or release any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity and any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement.

1.2. Executive acknowledges and agrees that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this Agreement and agree, nonetheless, that this Agreement and the releases contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.

1.3. Executive declares and represents that Executive intends this Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release of all claims, known and unknown, suspected and unsuspected and, regardless of the adequacy or inadequacy of the consideration, Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.

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1.4. Executive waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive, or on Executive’s behalf, related in any way to the matters released herein.

1.5. The general release and other provisions contained in this section 1 (the “Release”) and the terms of section 2 below shall become effective immediately upon execution of this Agreement by the parties; provided, however, that to the extent the Release and the terms of section 2 relate to age discrimination under the ADEA they shall not be effective until the Effective Date of this Agreement, as described in Section 11.4 below.

2. [If applicable: California Civil Code Section 1542 Waiver. Executive expressly acknowledges and agrees that Executive is waiving all rights under Section 1542 of the California Civil Code. That section provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.]

3. Representation Concerning Filing of Legal Actions. Executive represents that, as of the date of this Agreement, Executive has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or the Released Parties in any court or with any governmental agency. Executive further agrees that, to the fullest extent permitted by law, Executive will not prosecute, nor allow to be prosecuted on Executive’s behalf, in any administrative agency, whether state or federal, or in any court, whether state or federal, any claim or demand of any type related to the matters released above, it being the intention of Executive that with the execution of this release, the Company and the Released Parties will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of Executive related in any way to the matters discharged herein.

4. Nondisparagement. Executive agrees not to disparage, defame or make negative or critical statements, written or oral, regarding the personal or business reputation, technology, products, practices or conduct of Company or any of the other Released Parties. In addition, except as required by law, Executive shall not, without the prior written approval of Company’s Board of Directors, make any statements regarding Company or the Released Parties that Executive knows, or reasonably should know, would lead to such statements being publicly disseminated in the media.

5. Confidentiality and Return of Company Property.

5.1. Confidential or Proprietary Information. Executive agrees that Executive will not use, remove from Company’s premises, make unauthorized copies of or disclose any confidential or proprietary information of Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, including but not limited to, their trade secrets, copyrighted information, customer lists, any information encompassed in any research and development, reports, work in

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progress, drawings, software, computer files or models, designs, plans, proposals, marketing and sales programs, financial projections, and all concepts or ideas, materials or information related to the business or sales of Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities that has not previously been released to the public by an authorized representative of those companies or that has not otherwise become publicly known other than by reason of any violation by the Executive of this Agreement or any Confidentiality Agreement (as defined in section 5.2, below).

5.2. Continuing Obligations. Executive agrees that the Trade Secrets Policy, the Information and Technology Agreement, the Company’s Insider Trading Policy and the surviving provisions of the Change-in-Control Agreement, including but not limited to Section 15 on Nondisparagement and Nonsolicitation, that Executive executed in connection with Executive’s employment and any similar policies and agreements Executive entered into with predecessor or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities (collectively referred to as the “Confidentiality and Covenants Agreements”) shall remain in effect. Executive agrees to continue to comply with the Confidentiality and Covenants Agreements.

5.3. Return of Company Property. By signing this Agreement, Executive represents and warrants that Executive will have returned to Company on or before the Effective Date of this Agreement, all Company and any parent and subsidiary entity, affiliated company, partnership, divisions or other affiliated entity property, including all confidential and proprietary information, as described in the Confidentiality and Covenants Agreements, and all materials and documents containing trade secrets and copyrighted materials, including all copies and excerpts of the same and all digital or electronic files.

6. Cooperation. Due to Executive’s former position with Company, Company may require Executive’s assistance and cooperation with respect to patents, administrative matters, litigation or government agencies or institutions. Accordingly, Executive agrees that should Company request Executive’s assistance with respect to such matters, Executive will fully cooperate and assist Company in responding to and resolving such matters. Company agrees (i) not to make unreasonable requests pursuant to this Section 6, (ii) to take into consideration and take reasonable steps to accommodate the requirements of Executive’s employment situation at the time, and (iii) to pay reasonable costs or expenses incurred by Executive in responding to such requests, including, without limitation, any travel or lodging costs or attorneys’ fees, as determined by Company in its discretion.

7. No Admissions. By entering into this Agreement, the Released Parties make no admission that they have been engaged, or are now engaging, in any unlawful conduct. The parties understand and acknowledge that this Agreement is not an admission of liability and shall not be used or construed as such in any legal, administrative or other similar proceeding.

8. No Other Severance Benefits. Executive acknowledges and agrees that the severance payments and benefits provided pursuant to this Agreement between Executive and the Company is in lieu of any other severance benefits for which Executive may be eligible under any other agreement or Company severance plan or practice.

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9. [If applicable: Indemnification; Insurance; ERISA; and Legal Process. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter the terms and conditions of the Indemnification Agreement between the Executive and the Company, if applicable, any rights of Executive to indemnification under the By-laws of the Company or applicable state law, any rights of Executive under any insurance policy of the Company, any rights of Executive under any plan of the Company adopted pursuant to the Employee Retirement Income Security Act (ERISA), or any rights of the Executive to enforce the terms of this Agreement or the Change-in-Control Agreement. Nothing in this Agreement is intended to or should be construed to preclude Executive from disclosing information required in response to a subpoena duly issued by a court of law or a government agency having jurisdiction or power to compel such disclosure, or from giving full, truthful and cooperative answers in response to a duly issued subpoena or as otherwise may be required by law.]

10. [Depending on Executive’s age at time of termination] Older Workers’ Benefit Protection Act. This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). The following general provisions, along with the other provisions of this Agreement, are agreed to for this purpose:

10.1. Executive acknowledges and agrees that Executive has read and understands the terms of this Agreement.

10.2. Executive acknowledges that this Agreement advises Executive in writing that Executive should consult with an attorney before executing this Agreement, and that Executive has obtained and considered such legal counsel as Executive deems necessary, such that Executive is entering into this Agreement freely, knowingly, and voluntarily.

10.3. Executive acknowledges that Executive has been given at least twenty-one (21) days in which to consider whether or not to enter into this Agreement. Executive understands that, at Executive’s option, Executive may elect not to use the full 21-day period.

10.4. Except as otherwise provided in Section 1.5 above, this Agreement shall not become effective or enforceable until the eighth day after Executive signs this Agreement. In other words, Executive may revoke Executive’s acceptance of all provisions of this Agreement, except for those rights and obligations that become effective upon execution of this Agreement as provided in Section 1.5 above, within seven (7) days after the date Executive signs it. Executive’s revocation must be in writing and received by Company’s Senior Vice President of Human Resources by 5:00 p.m. P.S.T. on the seventh day in order to be effective. If Executive does not revoke acceptance within the seven (7) day period, Executive’s acceptance of this entire Agreement shall become binding and enforceable on the eighth day (“Effective Date”). The severance payments and benefits described in the Change-in-Control Agreement shall become due and payable on or after the eighth day after Executive signs this Agreement provided it has not been revoked, subject to the terms of the Change-in-Control Agreement.

10.5. This Agreement does not waive or release any rights or claims that Executive may have under the ADEA that arise after the execution of this Agreement.

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11. Severability. In the event any provision of this Agreement shall be found unenforceable by a court of competent jurisdiction, the provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefits contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

12. Applicable Law. The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the United States of America and the State of Delaware.

13. Binding on Successors. The parties agree that this Agreement shall be binding on, and inure to the benefit of, Executive’s or its successors, heirs and/or assigns.

14. Full Defense. This Agreement may be pled as a full and complete defense to, and may be used as a basis for an injunction against, any action, suit or other proceeding that may be prosecuted, instituted or attempted by Executive in breach of this Agreement. Each party agrees that in the event an action or proceeding is instituted in order to enforce the terms or provisions of this Agreement, the prevailing party shall be entitled to an award of reasonable costs and attorneys’ fees incurred in connection with enforcing this Agreement to the fullest extent permitted by law.

15. Good Faith. The parties agree to do all things necessary and to execute all further documents necessary and appropriate to carry out and effectuate the terms and purposes of this Agreement.

16. THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW AND SHALL BE EFFECTIVE AS TO SEPARATE PORTIONS HEREOF ON THE RESPECTIVE DATES SET FORTH ABOVE.

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EXHIBIT G

Applera SERP

APPLERA CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective as of December 31, 2005

(Amended and Restated as of August 28, 2006)

TABLE OF CONTENTS

ARTICLE 1. INTRODUCTION		1
1.1	Establishment of Plan	1
1.2	Purpose of the Plan	1
ARTICLE 2. DEFINITIONS		2
2.1	Definitions	2
2.2	Number and Gender	5
ARTICLE 3. PARTICIPATION AND SERVICE		6
3.1	General	6
3.2	Commencement of Participation	6
3.3	Duration; Rehire	6
3.4	Benefit Service	6
3.5	Vesting Service	6
ARTICLE 4. AMOUNT OF BENEFITS		7
4.1	Accrued Benefit	7
4.2	Rehired Individuals	8
4.3	Vesting	8
4.4	Forfeiture	9
4.5	Benefit Adjustment for Specified Employees	9
ARTICLE 5. PAYMENT OF BENEFITS; DISABILITY AND DEATH BENEFITS		10
5.1	Automatic Form of Benefit Payment	10
5.2	Optional Forms of Payment	10
5.3	Automatic Time of Benefit Payment	11
5.4	Optional Time of Benefit Payment	11
5.5	Manner and Time of Elections	11
5.6	Rules Applicable to Change in Elections	12
5.7	Disability Benefit	13
5.8	Death Benefits	13
5.9	Beneficiary Designation	14
5.10	Erroneous Payments	15
5.11	Rehire	15
ARTICLE 6. SOURCE OF PAYMENTS		16
6.1	Company Obligations and Source of Payments	16
6.2	“Rabbi” Trust	16
ARTICLE 7. ADMINISTRATION		17
7.1	Committee	17
7.2	Procedures for Requesting Benefit Payments; Claims Procedures	18
ARTICLE 8. AMENDMENT AND TERMINATION		19
8.1	Amendment of the Plan	19
8.2	Termination of the Plan	19

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ARTICLE 9. MISCELLANEOUS PROVISIONS		20
9.1	Employment Rights	20
9.2	No Examination or Accounting	20
9.3	Records Conclusive	20
9.4	Severability	20
9.5	Counterparts	20
9.6	Taxes	20
9.7	Binding Effect	21
9.8	Assignment	21
9.9	Incapacity	21
9.10	Unsecured Creditor	22
9.11	Notice	22
9.12	Benefits Not Salary	22
9.13	Captions	22
9.14	Governing Law	22
9.15	Addresses	22

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ARTICLE 1. INTRODUCTION

1.1 Establishment of Plan

Applera Corporation (the “Company”) established the Applera Corporation Supplemental Executive Retirement Plan (the “Plan”), effective as of December 31, 2005. The Plan is amended and restated effective as of August 28, 2006.

1.2 Purpose of the Plan

The purpose of this Plan is to provide supplemental nonqualified retirement benefits for a select group of senior management or highly compensated employees of the Company. Payments under the Plan will be made from the general assets of the Company or from the assets of a Trust, if any, established as part of the Plan. It is intended that the Plan remain at all times an unfunded deferred compensation plan for purposes of Title I of ERISA and that the Trust, if any, will constitute a grantor trust under Sections 671 through 679 of the Code. Until paid, any and all assets of any vehicle used for payment of benefits under this Plan will remain owned by the Company, subject to the claims of its general creditors in the event of the Company’s insolvency.

The Plan and Trust are intended to comply with all applicable requirements of Section 409A of the Code as well with any regulations and other guidance issued thereunder. Notwithstanding any other provisions in the Plan to the contrary, this Plan shall be interpreted for all purposes and operated to the extent necessary to comply with these requirements.

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ARTICLE 2. DEFINITIONS

2.1 Definitions

Whenever used in this Plan, the following words and phrases will have the meanings set forth below unless a different meaning is expressly provided or plainly required by the context:

(a) “Accrued Benefit” means the amount payable to a Participant as a single life annuity at his Normal Retirement Date pursuant to Section 4.1 of the Plan.

(b) “Actuarial Equivalent” means a benefit having the same value as the benefit for which it is substituted. For purposes of determining the Actuarial Equivalent of any benefit as provided for under this Plan, except the Lump Sum Option, the Deferred Lump Sum Option described in Section 5.2, and for Section 5.8 determinations respectively, the following factors will apply: Interest: 6%; and Mortality: 1994 GAM 50/50 Mortality Table. For purposes of the Lump Sum Option, the Deferred Lump Sum Option, and Section 5.8 determinations, the following factors will apply: Interest: FAS87 discount rate utilized by the Company for fiscal year ending June 30, 2006 and Mortality: 1994 GAM 50/50 Mortality Table.

(c) “Beneficiary” means the individual or trust designated by a Participant on a form provided by the Committee to receive any death benefit payable pursuant to Sections 5.2 and/or 5.8. If no Beneficiary is properly designated at the time of the Participant’s death, or if no person so designated will survive the Participant, the Beneficiary will be the surviving spouse, or if there is no surviving spouse, the Participant’s heirs, successors or assigns.

(d) “Benefit Service” means the service described in Section 3.4.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” means termination of employment upon:

(1) the willful and continued failure by the Participant to perform substantially his duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) after a demand for a substantial performance is delivered to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has not substantially performed his duties; or

(2) the willful engaging by the Participant in illegal conduct which is materially and demonstrably injurious to the Company.

(g) “Change in Control” shall mean a change in control as defined in the Company’s standard change in control Employment Agreement.

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

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(i) “Committee” means the Committee appointed by the Board in accordance with Section 7.1 of this Plan.

(j) “Company” means Applera Corporation and any successor thereto that agrees to assume the duties and obligations of the Company hereunder. It also means any subsidiary which had adopted the Plan subject to the approval of the Board.

(k) “Compensation” means the regular base wage or salary, including commission, paid to a Participant by the Company and any amount which is contributed by the Company pursuant to a salary reduction agreement and which is not includable in the gross income of the Participant under Sections 125, 132(f) and 401(k) of the Code or is contributed by the Company pursuant to a salary reduction agreement and which is not includable in the gross income of the Participant because it is made to a deferred compensation plan sponsored by the Company. Bonus, Incentive Compensation Plan payments, payment for overtime or other special payment shall not be considered as Compensation. During a period of approved leave, it shall be assumed that the compensation of a Participant is equal to the basic wage or salary in effect at the time such approved leave began.

(l) “Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan of the Company. To the extent permitted by Code Section 409A and the regulations thereunder, a Participant will be deemed disabled if (i) determined to be totally disabled by the Social Security Administration, or (ii) determined to be disabled in accordance with a disability insurance program if such insurance program applies the definition of disability in the preceding sentence.

(m) “Early Retirement Date” means the first day of any month on and after a Participant reaches age 55, or completes five (5) or more years of Vesting Service, if later.

(n) “Final Average Compensation” means the highest annualized average Compensation of a Participant during any sixty (60) consecutive calendar months preceding the determination date. If a Participant has not been employed for a period of at least sixty (60) consecutive calendar months, Final Average Compensation will be determined taking into account Compensation for a period of up to sixty (60) of the most recent calendar months of a Participant’s employment.

(o) “Final Average Qualified Compensation” means the highest average Qualified Compensation of a Participant during any five (5) consecutive Plan Years preceding the determination date. If a Participant has not been employed for a period of at least five (5) consecutive Plan Years, Final Average Qualified Compensation will be determined taking into account Qualified Compensation for a period of up to five (5) of the most recent Plan Years of a Participant’s employment.

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(p) “Late Retirement Date” means the first day of the month following the termination of employment of a Participant who continues to work past his Normal Retirement Age.

(q) “Normal Retirement Age” is age 65, or the age at which the Participant completes five (5) years of Vesting Service, if later.

(r) “Normal Retirement Date” is the first day of the month on or after the Participant’s Normal Retirement Age.

(s) “Participant” means an employee who becomes a Participant as provided in Article 3 and who has an Accrued Benefit under the Plan.

(t) “Plan” means the Applera Corporation Supplemental Executive Retirement Plan, as established by this document and as amended from time to time.

(u) “Plan Year” means the Company’s fiscal year, which is the twelve (12) month period beginning each July 1^st and ending the following June 30 ^th.

(v) “Qualified Compensation” means any payment accrued for a current Plan Year which is paid in a subsequent Plan Year pursuant to the Company’s Incentive Compensation Plan. Qualified Compensation shall include any amount of incentive compensation which is contributed by the Company pursuant to a salary reduction agreement and which is not includable in the gross income of the Participant because it is made to a deferred compensation plan sponsored by the Company. Such contribution to a deferred compensation plan shall be treated as Qualified Compensation for the Plan Year in which the payment was accrued. Any payment accrued as of the last day of the Plan Year and actually received by a Participant in a subsequent Plan Year will count as Qualified Compensation if the Participant either retires on the last day of the Plan Year or in certain circumstances terminates employment during the Plan Year to which the payments relate.

(w) “Separation from Service” means the date on which a Participant terminates employment with the Company for any reason. Whether a Participant has terminated employment shall be determined based on the facts and circumstances in accordance with the rules set forth in Section 409A of the Code and the regulations thereunder, including any special rules for individuals on leave of absence.

(x) “Specified Employee” generally means an individual who met the criteria to be a key employee (within the meaning of Section 416 of the Code) of the Company at any time during the applicable look-back year. If an individual’s Separation from Service occurs on or after April 1 of a calendar year, the applicable look-back year is the preceding calendar year. If an individual’s Separation from Service occurs between January 1 and March 31, inclusive, the applicable look-back year is the second calendar year preceding the calendar year in which the Separation from Service occurs. An individual’s status as a Specified Employee shall be determined in a manner consistent with Code Section 409A and the regulations thereunder, including any special rules for spinoffs and mergers.

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(y) “Trust” means a “rabbi” grantor trust under Sections 671 through 679 of the Code which may be established pursuant to this Plan.

(z) “Trust Agreement” means any agreement entered into between the Company and the Trustee, that establishes the Trust, if any, to form a part of this Plan and to receive, hold, invest and dispose of the Trust Fund.

(aa) “Trust Fund” means the assets of every kind and description held under any Trust Agreement forming a part of this Plan.

(bb) “Trustee” means any person or entity appointed to act as trustee under the Trust, if any.

(cc) “Vesting Service” means the service described in Section 3.5.

2.2 Number and Gender

Except when otherwise indicated by the context, any use of any term in the singular or plural will also include the opposite. As used in the Plan, the masculine gender will be deemed to refer to the feminine whenever appropriate.

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ARTICLE 3. PARTICIPATION AND SERVICE

3.1 General

Participation in the Plan is limited solely to a select group of senior management or highly compensated employees who have been approved by the Board to be covered under the Plan. The initial group of individuals eligible for the Plan are identified in Appendix A. No other individuals will be eligible to participate in the Plan without written approval of Board.

3.2 Commencement of Participation

An individual will become a Participant in the Plan as of the date the individual is approved to be covered under the Plan under Section 3.1.

3.3 Duration; Rehire

(a) Participant. An individual who becomes a Participant will continue to be a Participant eligible to accrue benefits until the individual terminates employment with the Company or, if earlier, until the Board determines that the individual is no longer eligible to be covered under the Plan. If an individual ceases to be a Participant eligible to accrue benefits, he shall nevertheless remain a Participant for other purposes under the Plan with respect to any Accrued Benefit previously earned but not yet paid.

(b) Rehire. A former Participant who resumes employment with the Company will once again become a Participant on the later of the date he resumes service for the Company or the date the Board approves the individual to be covered again under the Plan.

3.4 Benefit Service

Benefit Service will include the Participant’s aggregate periods of employment with the Company in a position that the Board has determined is eligible for benefit credit under the Plan (determined in periods of whole months), including periods before the Effective Date of this Plan. The Board has determined that employment in a position on the Company’s Executive Committee will be credited as Benefit Service, including periods before the adoption of the Plan.

3.5 Vesting Service

Vesting Service will include a Participant’s aggregate periods of employment with the Company whether or not in a position that the Board has designated as covered under the Plan (determined in periods of whole months), including periods before the effective date of this Plan.

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ARTICLE 4. AMOUNT OF BENEFITS

4.1 Accrued Benefit

(a) In General. A Participant’s Accrued Benefit is the monthly benefit payable as a single life annuity commencing at his Normal Retirement Date, determined under the Benefit Formula based on his Final Average Compensation, Final Average Qualified Compensation, and Benefit Service as of the date of determination.

(b) Benefit Formula. The Plan’s formula used to determine a Participant’s annual Accrued Benefit is the sum of (1) plus (2), multiplied by (3):

(1) is equal to fifty percent (50%) of Final Average Compensation;

(2) is equal to fifty percent (50%) of Final Average Qualified Compensation; and

(3) is equal to a fraction, where

(A) the numerator is equal to the lesser of the Participant’s Benefit Service or fifteen (15) years, and

(B) the denominator is fifteen (15) years.

(c) Offset for Special Contractual Benefits. A Participant’s Accrued Benefit will be offset by the Actuarial Equivalent value of any special contractual benefits provided by the Company (as of the date of this amended Plan the only special contractual benefits are under the deferred compensation agreement dated July 1,1993, with William B. Sawch and the letter agreement dated August 21, 2003, with Dennis L. Winger). The Committee will reasonably determine any special contractual benefits that should offset Accrued Benefits under the Plan. The Actuarial Equivalent value of any offset will be determined in whatever reasonable manner the Plan’s actuary determines to be appropriate and such determination will be binding.

(d) Continued Employment After Normal Retirement Age. A Participant who continues to work past his Normal Retirement Age will have his Accrued Benefit determined based on his Final Average Compensation, Final Average Qualified Compensation, and Benefit Service at his Late Retirement Date. There will be no actuarial adjustment to reflect payment postponed beyond Normal Retirement Age.

(e) Change in Control. Upon a Participant’s termination of employment in connection with a Change in Control consistent with the Company’s standard Change in Control agreement, the following special provisions apply:

(1) The Participant will be credited with three (3) additional years for all purposes under the Plan.

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(2) Final Average Compensation will be calculated on Compensation during the twelve (12) consecutive calendar months preceding the Change in Control, if greater than the amount determined under the definition of Final Average Compensation under Section 2.1(n).

(3) Final Average Qualified Compensation will be calculated on Qualified Compensation during the twelve (12) consecutive calendar months preceding the Change in Control, if greater than the amount determined under the definition of Final Average Qualified Compensation under Section 2.1(o).

4.2 Rehired Individuals

(a) In General. If a former Participant once again becomes a Participant in accordance with the provisions of Section 3.3, then such Participant’s Accrued Benefit will reflect changes in Benefit Service, Final Average Compensation, and Final Average Qualified Compensation as further specified in Sections 2.1(n) and (o) and 3.4.

(b) No Benefit Payments During Reemployment. As specified in Section 5.11, if a rehired individual had begun receiving payments under Article 5, such payments will be suspended immediately upon his reemployment in a position that the Board has designated as covered under the Plan. Notwithstanding the foregoing, benefits will not be suspended if there is a significant risk that this would result in a violation of the rules under Code Section 409A or the regulations thereunder.

(c) Adjustment For Benefit Payments. If a rehired individual had begun receiving payment under Article 5, then such Participant’s Accrued Benefit will be adjusted to reflect the Actuarial Equivalent value of these payments. The Actuarial Equivalent amount of this adjustment will be determined in whatever manner the Plan’s actuary determines to be reasonable and such determination will be binding.

4.3 Vesting

(a) In General. Subject to the forfeiture provisions of Section 4.5, each Participant will be fully vested in his Accrued Benefit upon the completion five (5) years of Vesting Service. Prior to the completion of five (5) years of Vesting Service, a Participant will not have any vested interest in his Accrued Benefit.

(b) Full Vesting Due to Special Events, Notwithstanding the foregoing, a Participant will be fully vested (deemed to have completed five (5) years of Vesting Service) in his Accrued Benefit if any of the following events occur while the Participant is employed by the Company:

(1) the Participant dies;

(2) the Participant is determined to have a Disability;

(3) there is a Change in Control; or

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(4) The Participant’s employment is terminated by the Company without Cause.

4.4 Forfeiture

Notwithstanding any other provision of this Plan to the contrary, each Participant will forfeit his entire Accrued Benefit under the following circumstances:

(a) Termination for Cause. Cause will be determined by the Committee in its reasonable sole discretion using the definition set forth in Section 2.1(f).

(b) Breach of Duty of Loyalty. Each Participant has an ongoing responsibility to fulfill the following duties of loyalty: giving the Company reasonable notice of retirement intent and facilitating transition of responsibilities; providing reasonable assistance to the Company during retirement; and not acting contrary to the Company’s best interests (including adherence to the Company’s non-compete restrictions). Adherence to the Plan’s Duty of Loyalty condition will be determined by the Committee in its sole discretion.

4.5 Benefit Adjustment for Specified Employees

If a Participant’s benefit payment is delayed under Section 5.3 or 5.4 by reason of his status as a Specified Employee, the following adjustments shall be made to the benefit amount:

(a) If the benefit is payable in the form of an annuity or Deferred Lump Sum Option, a balloon payment shall be made on the annuity starting date equal to the missed payments accumulated with interest at the rate used to determine actuarial equivalencies for lump sums.

(b) If the benefit is payable in the Lump Sum Option, the lump sum shall be calculated as of the first day of the month following Separation from Service and increased with interest at the rate used to determine actuarial equivalencies for lump sums until the actual payment date.

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ARTICLE 5. PAYMENT OF BENEFITS; DISABILITY AND DEATH BENEFITS

5.1 Automatic Form of Benefit Payment

Unless a Participant elects an optional form of payment set forth in Section 5.2 in the manner and at the time prescribed in Sections 5.5 and 5.6, the automatic form of benefit payment under the Plan will be a single life annuity payable for the life of the Participant.

5.2 Optional Forms of Payment

A Participant may elect in accordance with Section 5.5 to receive his Accrued Benefit in one of the following forms, each of which shall be the Actuarial Equivalent of the automatic form of payment provided in Section 5.1.

(a) A Lump Sum Option which shall be a single payment representing the entire value of the Participant’s Accrued Benefit.

(b) Deferred Lump Sum Option which shall be a reduced monthly annuity payable as of the first day of each month for a specified period of thirty-six (36), sixty (60) or one hundred-twenty (120) months, to be followed by payment of an Actuarial Equivalent lump sum representing the present value of the remaining payments. The amount of the reduced monthly annuity is a monthly annuity under the specified period certain and life form of payment Actuarially Equivalent to the automatic form of payment. Should the Participant die before the end of the specified period, the Beneficiary shall commence receiving the remaining monthly payments during the specified period to be followed by the lump sum payment which would have been paid to the Participant. This optional form of payment shall be treated as a single payment for purposes of the election rules described in Sections 5.5 and 5.6 of the Plan.

(c) Contingent 50% Annuitant Option which is a reduced annuity payable as of the first day of each month to the Participant, for life, with a continuing annuity to the spouse of the Participant if the spouse survives the Participant, in an amount which is fifty percent (50 %) of the monthly annuity payable to the Participant, beginning with the first day of the month following the Participant’s death and continuing for the spouse’s lifetime.

(d) Contingent 100% Annuitant Option which is a reduced annuity payable as of the first day of each month to the Participant, for life, with a continuing annuity to the spouse of the Participant if the spouse survives the Participant, in an amount which is one hundred percent (100 %) of the monthly annuity payable to the Participant, beginning with the first day of the month following the Participant’s death and continuing for the spouse’s lifetime.

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5.3 Automatic Time of Benefit Payment

Unless a Participant elects an optional time of benefit payment as set forth in Section 5.4 in the manner and at the time prescribed in Sections 5.5 and 5.6, the automatic time of benefit payment under the Plan will be the later of (i) the Participant’s Normal Retirement Date or (ii) the first day of the month following the Participant’s Separation from Service (or, if a Participant is a Specified Employee, the first day of the month following the sixth month anniversary of the Participant’s Separation from Service). The six-month waiting period for Specified Employees shall apply only to the extent required by Code Section 409A and the regulations thereunder, and shall not apply to benefits payable on account of the Participant’s death.

5.4 Optional Time of Benefit Payment

(a) In General. A Participant who terminates employment before his Normal Retirement Date may elect in accordance with Sections 5.5 and 5.6 to receive payments as of the first day of any month on and after the later of his Early Retirement Date or his Separation from Service.

(b) Reduction For Early Commencement. The Accrued Benefit will be reduced  ¹/4 of 1% for each month by which the benefit commencement date precedes his Normal Retirement Date.

(c) Notwithstanding the foregoing, if a Participant is a Specified Employee, payment will not be made before the six month anniversary of such Participant’s Separation from Service except to the extent permitted by Code Section 409A and the regulations thereunder.

5.5 Manner and Time of Elections

The election of an optional form or time of benefit payment will be made at such time as the Committee prescribes on a form provided by the Committee for such purpose. After the “409A transition period,” a Participant’s initial election under this Section 5.5 must be made before the Participant’s date of hire or, to the extent permitted by Section 409 A and the regulations thereunder, within a limited period of time following the Participant’s initial eligibility under the Plan.

For purposes of the preceding paragraph, the 409A transition period is the period prescribed by the Internal Revenue Service (expiring no earlier than December 31, 2006) for making a new payment election with respect to amounts previously deferred without such election being treated as change in the form or timing of payment under Section 409A(a)(4) of the Code or an acceleration of a payment under Section 409A(a)(3) of the Code. At any time before the end of the 409A transition period, Participants shall have an opportunity to make a new payment election with respect to their Accrued Benefit that will be treated as their initial election for Section 409A of the Code purposes; provided, however, that the election shall be made in accordance with such rules as the IRS shall

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prescribe, including the following: (i) Participants may not make an election in 2006 to start distributions in 2006 that would otherwise be deferred until a later year; (ii) Participants may not make an election in 2006 to change the form of a distribution starting in 2006 (except for changes between actuarially equivalent life annuities); and (iii) Participants may not make an election in 2006 to defer a distribution that would otherwise begin in 2006.

If no initial election is affirmatively made in the time and manner described above, the Participant will be deemed to have made an election to receive his Accrued Benefit pursuant to the automatic form and time for benefit payment.

Any subsequent changes to a Participant’s initial election (or deemed election) must be made pursuant to the restrictions of Section 5.6 and Code Section 409A and the regulations thereunder, at such time and in such manner as the Committee prescribes.

5.6 Rules Applicable to Change in Elections

After the 409A transition period described in Section 5.5, any change to a Participant’s initial election (or deemed election) as to the form or timing of payment shall be subject to the following restrictions:

(a) Any election to delay a payment by changing its form or timing shall not be effective until at least twelve (12) months after the date the revised election is submitted to the Committee. If a payment is due at Separation from Service and a Participant elects to change its form or timing within the twelve (12) month period ending upon Separation from Service, such revised election shall be null and void, and payment shall be made in accordance with the most recent valid election (or deemed election) in effect for such Participant.

(b) Except in the case of a payment on account of death or Disability, any election to delay a payment by changing its form or timing shall not be effective unless payment is deferred for a period of five (5) years from the date such payment would have been made. If a Participant makes more than one election to delay a payment, each such election shall require an additional five (5) year deferral of payment to the extent required by Section 409A of the Code and the regulations thereunder.

(c) Any election to delay a payment scheduled to be made at a specified time (such as the Early Retirement Date) shall not be valid unless made at least twelve (12) months prior to the date of the first scheduled payment.

(d) A Participant shall not be permitted to accelerate a payment by changing its form or timing, except to the extent permitted by Section 409A of the Code and the regulations thereunder. If a Participant has elected (or is deemed to have elected) to have payments begin at the automatic time of benefit payment described in Section 5.3, he shall not be permitted to subsequently change his election to the optional time of benefit payment described in Section 5.4.

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Notwithstanding the restrictions described above, a Participant who has validly elected (affirmatively or by default) a life annuity form of benefit may choose at any time before his commencement date to receive his benefit in any other actuarially equivalent life annuity form of benefit. For this purpose, a life annuity form of benefit means the single life annuity described in Section 5.1, the Contingent 50% Annuitant Option described in Section 5.2(c) or the Contingent 100% Annuitant Option described in Section 5.2(d). Participants choosing to exercise this option shall provide reasonable notice to the Committee before their benefit commencement date.

5.7 Disability Benefit

If a Participant ceases to perform service on account of Disability, his Accrued Benefit will be payable commencing with the month in which the Participant would have attained, if not already having attained, his Early Retirement Date (reduced under Section 5.4 to reflect early commencement) and in the form elected by the Participant under Section 5.5 and 5.6 (reduced under Section 5.2 to reflect any optional form of payment).

5.8 Death Benefits

(a) Upon the Participant’s death after benefit commencement, the only death benefit payable to the Participant’s designated Beneficiary shall be the amount (if any) payable under the form of payment under which the Participant was being paid at the time of his death.

(b) In the case of a Participant who dies before benefit payments have begun, a death benefit will be payable to the Participant’s Beneficiary in accordance with the terms of the Participant’s preretirement death benefit election in effect at the time of his death. If the Participant’s death occurs after the Participant’s Early Retirement Date, the death benefit will be payable commencing with the month following the month of the Participant’s death. If the Participant’s death occurs on or before the Participant’s Early Retirement Date, the death benefit will be payable commencing with the month the Participant would have attained his Early Retirement Date had the Participant survived to his Early Retirement Date.

(1) Timing of election. Participants shall have an opportunity to make a preretirement death benefit election at such time as the Committee prescribes. After the “409A transition period” described in Section 5.5, a Participant’s initial preretirement death benefit election shall be made before the Participant’s date of hire or, to the extent permitted by Section 409A and the regulations thereunder, within a limited period of time following the Participant’s initial eligibility under the Plan. At any time before the end of the 409A transition period, Participants shall have an opportunity to make a new preretirement death benefit election that will be treated as their initial preretirement death benefit election for Section 409A of the Code purposes; provided, however, that the election shall be made in accordance with such rules as the IRS shall prescribe. Any change to the Participant’s initial preretirement death benefit election (or deemed election) shall be subject to the restrictions in Section 5.6.

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(2) Form of election. A Participant’s preretirement death benefit election shall be made on a form provided by the Committee for such purpose. Regardless of the Participant’s marital status at the time of the election, the election shall specify the form of payment to be made in the event that the Participant is married at the time of his death, which may be any one of the following options:

(A) a monthly benefit in the form of a life annuity based on the life expectancy of the Beneficiary that is Actuarial Equivalent to the present value of the Participant’s Accrued Benefit,

(B) a lump sum payment that is Actuarial Equivalent to the present value of the Participant’s Accrued Benefit.

(C) a deferred lump sum payment based on the life expectancy of the Beneficiary that is Actuarial Equivalent to the present value of the Participant’s Accrued Benefit.

The election also shall specify the form of payment to be made in the event the Participant is not married at the time of his death, which may be any one of the following options:

(D) a lump sum payment that is Actuarial Equivalent to the present value of the Participant’s Accrued Benefit,

(E) a deferred lump sum payment based on the life expectancy of the Beneficiary that is Actuarial Equivalent to the present value of the Participant’s Accrued Benefit.

If a Participant fails to make an initial preretirement death benefit election, the Participant will be deemed to have elected a preretirement death benefit payable as follows: If the Participant is married and his spouse is his designated Beneficiary, the Participant’s spouse will receive a monthly benefit in the form of a life annuity based on the life expectancy of the spouse that is Actuarial Equivalent to the present value of the Participant’s Accrued Benefit. If the Participant is not married at the time of his death, or is married but has designated a non-spouse Beneficiary, his Beneficiary shall receive a lump sum payment that is Actuarial Equivalent to the present value of the Participant’s Accrued Benefit.

5.9 Beneficiary Designation

A Participant may designate an individual or trust as the Beneficiary to receive any death benefit payable under the Plan. Each Beneficiary designation will be in the form prescribed by the Company, will be effective only when properly filed in writing with the Company before the earlier of the Participant’s death or the time payment commences, and will revoke all prior designations by the Participant. Subject to a spousal waiver, a Participant may designate a Beneficiary other than his spouse. A Participant may not change his Beneficiary designation once payment has commenced under the Plan.

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5.10 Erroneous Payments

In the event that a Participant or a Beneficiary receives a distribution under this Plan in excess of the amount, if any, to which he or she is entitled, by reason of a calculation error or otherwise, the Company may, in its sole discretion, adjust future benefit payments to the Participant or the Beneficiary to the extent necessary to recoup the amount which the Participant or the Beneficiary received which was in excess of the amount to which he or she was entitled under the terms of the Plan. If the Company determines, in its sole discretion, that it is not feasible or desirable to adjust future benefit payments to a Participant or a Beneficiary, the Company may require the Participant or the Beneficiary to repay to the Plan the amount which is in excess of the amount to which the Participant or the Beneficiary is entitled under the terms of the Plan. All amounts received by a Participant or a Beneficiary under the Plan will be deemed to be paid subject to this condition.

5.11 Rehire

In the event that an individual who is currently receiving payments under the Plan is rehired by the Company in a position that the Board has designated as covered under the Plan, then any payments being made under this Article 5 will be suspended immediately. Payment will recommence according to this Article 5 upon the Participant’s subsequent termination of employment, adjusted as provided in Section 4.2. Notwithstanding the foregoing, benefits will not be suspended if there is a significant risk that this would result in a violation of the rules under Code Section 409A or the regulations thereunder.

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ARTICLE 6. SOURCE OF PAYMENTS

6.1 Company Obligations and Source of Payments

All benefits payable under the Plan will be paid as they become due and payable by the Company out of its general assets. Nothing contained in this Plan will be deemed to create a trust of any kind for Participants or their Beneficiaries or create a fiduciary relationship between the Company and the Participants or their Beneficiaries. To the extent that any person acquires a right to receive benefits under the Plan, such rights will be no greater than the right of any unsecured general creditors of the Company.

6.2 “Rabbi” Trust

Notwithstanding Section 6.1, to fund the benefits provided under the Plan, the Company may, in its sole discretion, execute a Trust Agreement with a Trustee or Trustees, or enter into one or more contracts with an insurance company or companies, or adopt a combination of both methods of funding. The Company will determine the form and terms of any such Trust Agreement or insurance contract, and may, in its sole discretion, modify such instruments from time to time or remove or replace any Trustee or insurance company. Any such Trust so established will be a “rabbi” grantor trust under Sections 671 through 679 of the Code. To the extent prohibited by Code Section 409A(b) or the regulations thereunder, no assets shall be transferred to an offshore trust or arrangement and no assets shall become restricted to the payment of benefits in connection with a change in the Company’s financial health.

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ARTICLE 7. ADMINISTRATION

7.1 Committee

(a) General. The Committee, subject to those powers which the Board has reserved as described in Article 8 below, will have general authority over, and responsibility for, the administration and interpretation of the Plan. The Committee will have full power, authority and discretion to interpret and construe the Plan, to make all determinations considered necessary or advisable for the administration of the Plan and the Trust, if any, the calculation of the amount of benefits payable under the Plan, and to review claims for benefits under the Plan. This discretion shall include, but not be limited to, the power to interpret the Plan to comply in good faith with all applicable requirements of Code Section 409A and the regulations thereunder. The Committee’s interpretations and constructions of the Plan and its decisions or actions thereunder, reasonably taken, will be binding and conclusive on all persons for all purposes.

(b) Composition. The Committee will consist of at least three individuals, each of whom will be appointed by the Board. Any Committee member may resign by delivering his or her written resignation to the Committee no later than fifteen (15) days before the effective date of the resignation. The Board may remove any member of the Committee at any time and for any reason with or without advance written notice. Vacancies in the Committee arising by resignation, death, removal or otherwise will be filled by the Board.

(c) Committee Procedures. The Committee will elect or designate one of its own members as Chair, establish its own procedures and the time and place for its meetings and provide for the keeping of minutes of all meetings. A majority of the members of the Committee will constitute a quorum for the transaction of business by the Committee. Any action of the Committee may be taken upon the affirmative vote of a majority of the members at a meeting or, at the direction of its Chair, without a meeting by mail or telephone, provided that all of the Committee members are informed in writing of the matter to be voted upon. The Committee may establish procedures pursuant to which a Committee member may elect not to participate in a Committee proceeding in which such member has an interest. No Committee member will be entitled to act on or decide any matters relating solely to such Committee member as a Participant or any of his or her rights or benefits under the Plan.

(d) Expenses. All expenses incurred by the Committee in its administration of the Plan will be paid by the Company. The Committee members will not receive any special compensation for serving in such capacity but will be reimbursed for any reasonable expenses actually incurred in connection therewith. No bond or other security is required of the Committee or any member thereof in any jurisdiction.

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(e) Liability; Indemnification. No Committee member will be personally liable by reason of any instrument executed by such Committee member, or action taken by the member in his or her capacity as a Committee member, acting in good faith and exercising reasonable care, nor for any mistake of judgment made in good faith. Committee members may be entitled to indemnification for certain costs, expenses and liabilities to the fullest extent permitted by applicable law and regulations and the charter and bylaws of the Company, and subject to the terms and conditions set forth in such bylaws.

7.2 Procedures for Requesting Benefit Payments; Claims Procedures

To obtain Plan benefits, a Participant or Beneficiary must file a written application with the Company. Procedures for filing a claim in the event that Plan benefits are denied in whole or in part are as follows.

(a) Benefits Claims. A Participant or Beneficiary may file a claim with respect to amounts asserted to be due hereunder by filing a written claim with the Committee specifying the nature of such claim in detail. The Committee will notify the claimant within sixty (60) days as to whether the claim is allowed or denied, unless the claimant receives written notice from the Committee stating that special circumstances require an extension of time for a decision on the claim, in which case the period will be extended by an additional sixty (60) days. Notice of the Committee’s decision will be in writing, sent by mail to the claimant’s last known address and, if the claim is denied, such notice will state the reasons for the denial, refer to the Plan provisions on which the denial is based, describe any additional material or information necessary for the claimant to perfect the claim, and explain the Plan’s claim review procedure.

(b) Review Procedure. A claimant is entitled to request a review of any denial of his claim under paragraph (a) above. The request for review must be submitted to the Committee in writing within sixty (60) days of receipt of the notice of denial. Absent a request for review within this sixty (60) day period, the claim will be extinguished in its entirety. The claimant will be entitled to submit issues and comments in writing, as well as other written documents, to the Committee. The claimant will also be entitled to receive from the Committee, upon request, reasonable access to and copies of all documents, records and other information relating to his claim. The review will be conducted by the Committee, which will render a decision in writing within sixty (60) days of a request for a review, provided that, if the Committee determines that special circumstances require an extension of time, this period will be extended by an additional sixty (60) days. The review will take account of all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination under paragraph (a) above. The claimant will receive written notice of the Committee’s review decision, together with specific reasons for the decision and reference to the pertinent provisions of the Plan.

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ARTICLE 8. AMENDMENT AND TERMINATION

8.1 Amendment of the Plan

The Company reserves the right to amend the Plan at any time and in any respect whatsoever by action of its Board or by such other means as may be prescribed by the Board. Plan amendments may not decrease or eliminate the Accrued Benefit of any Participant determined as of the time the amendment is adopted, unless the Participant consents in writing. The Company shall have full discretion to change the time or form of benefit payment, even with respect to Participants who have already terminated employment or commenced benefits, to the extent deemed necessary or desirable to comply with Code Section 409A or the regulations thereunder.

8.2 Termination of the Plan

While it is the intent of the Company to maintain the Plan indefinitely, it reserves the right to terminate the Plan in whole or part by action of the Board (or by such other means as may be prescribed by the Board) at any time, subject to the provisions of Section 8.1. Upon plan termination, Participants’ Accrued Benefits shall continue to be administered and paid in accordance with the applicable terms of the Plan, except that the Committee shall have the discretion to accelerate payment of benefits to any Participant (including those who have already terminated employment or commenced benefits) to the extent permitted under Code Section 409A and the regulations thereunder.

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ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Employment Rights

Nothing contained in this Plan or any modification of the Plan or act done in pursuance of this Plan will be construed as giving any Participant any legal or equitable right with respect to his or her employment against the Company (or any director, officer or employee thereof), unless specifically provided in this Plan or under applicable law, or as giving any person a right to be retained in the employ of the Company. All employees will remain subject to assignment, reassignment, promotion, transfer, layoff, reduction, suspension, and discharge to the same extent as if this Plan had never been established.

9.2 No Examination or Accounting

Neither this Plan nor any action taken under it will be construed as giving any person the right to an accounting or to examine the books or affairs of the Company, the Plan, or the Committee, except to the extent required by law.

9.3 Records Conclusive

The records of the Company and the Committee will be conclusive in respect to all matters involved in the administration of the Plan to the extent permitted by applicable law.

9.4 Severability

In the event any provision of this Plan will be held illegal or invalid for any reason, such illegality or invalidity will not affect the remaining parts of this Plan, and it will be construed and enforced as if such illegal or invalid provision had never been included.

9.5 Counterparts

This Plan may be executed in any number of counterparts, each of which will be deemed to be an original. All the counterparts will constitute one and the same instrument and may be sufficiently evidenced by any one counterpart.

9.6 Taxes

The Company will withhold, or cause to be withheld, from all benefits payable under the Plan all federal, state, local or other taxes required by applicable law to be withheld with respect to such payment. The Company shall make appropriate arrangements to withhold FICA taxes due with respect to vested Accrued Benefits in accordance applicable law, which may require withholding from salary, benefits, or other amounts within the Company’s control before benefits are payable hereunder. To the extent permitted by Code Section 409A and the regulations thereunder, payments under the Plan may be accelerated to pay employment taxes.

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It is the intent of the Company that Accrued Benefits shall not be subject to federal or state income tax until distributed from the Plan. However, the Company does not guarantee or warrant that Plan benefits will be excludable from taxable income until distributed and the Participant (or Beneficiary) shall in all cases be liable for any taxes due on Accrued Benefits.

9.7 Binding Effect

The Plan will be binding upon and inure to the benefit of the Company and its successors and assigns and the Participants, their Beneficiaries and estates. The Plan will also be binding upon and inure to the benefit of any successor organization succeeding to substantially all of the assets and business of the Company, but nothing in the Plan will preclude the Company from merging or consolidating into or with, or transferring all or substantially all of its assets to, another organization which assumes the Plan and all obligations of the Company thereunder.

In any agreement or plan which the Company may enter into to effect any merger, consolidation, reorganization, or transfer of assets, the Company agrees that it will make appropriate provision for the preservation of the Participants’ benefits accrued under the Plan prior to such merger, consolidation, reorganization or transfer of assets. Upon such a merger, consolidation, reorganization, or transfer of assets and assumption of the Plan obligations of the Company, the term “Company” will refer to such other organization and the Plan will continue in full force and effect.

9.8 Assignment

No Participant or Beneficiary will have the right to assign, transfer, hypothecate, encumber or anticipate his or her benefits under the Plan, nor will the benefits under this Plan be subject to any legal process to levy upon or attach the benefits for payment of any claim against the Participant or his or her Beneficiary. In the event of any attempted assignment or transfer, the Company will have no further liability hereunder.

9.9 Incapacity

If the Committee is presented with credible evidence that any person to whom any amount is or was payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment, or any part thereof, due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative), may, if the Committee is so inclined, be paid to such person’s spouse, child, or other relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. In making such a finding the Committee may rely on the advice of experts chosen by the Committee in its sole discretion. Any payment consequent on such finding will be in complete discharge of the liability of the Plan and the Company therefor.

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9.10 Unsecured Creditor

To the extent that any person acquires a right to receive payments from the Company under the Plan, such right will be no greater than the right of an unsecured general creditor of the Company.

9.11 Notice

Any election, application, claim, designation, request, notice, instruction or other communication required or permitted to be made by a Participant, Beneficiary, or other person to the Committee will be made in writing and in such form as is prescribed from time to time by the Committee and will be mailed by first-class mail, postage pre-paid or delivered to such location as will be specified by the Committee and will be deemed to have been given and delivered only upon receipt thereof at such location.

9.12 Benefits Not Salary

The benefits payable under the Plan will be independent of, and in addition to, any other benefits provided by the Company and will not be deemed salary or other remuneration by the Company for the purpose of computing benefits to which any Participant or Former Participant may be entitled under any other plan or arrangement of the Company.

9.13 Captions

The captions preceding the sections of the Plan have been inserted solely as a matter of convenience and will not in any manner define or limit the scope or intent of any provisions of the Plan.

9.14 Governing Law

The Plan is intended to constitute an unfunded Plan for a select group of employees and rights thereunder will be construed according to the laws of the State of Delaware, without giving effect to the choice of law principles thereof, and the laws of the United States, as applicable.

9.15 Addresses

Each Participant must file with the Company from time to time in writing his or her post office address and each change of post office address. The communication, statement or notice addressed to a Participant at the last post office address filed with the Company, or if no address is filed with the Company, then at the last post office address as shown on the records of the Company, will be binding on the Participant and his or her Beneficiaries for all purposes of the Plan. The Company will not be required to search for or locate a Participant or his or her Beneficiary.

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IN WITNESS WHEREOF, Applera Corporation has caused this restatement to be executed by its duly authorized officers, this 28^th day of August, 2006.

APPLERA CORPORATION
By:	/s/ Barbara J. Kerr
Title:	V. P. Human Resources

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APPENDIX A

INDIVIDUALS ELIGIBLE FOR PARTICIPATION

The Management Resources Committee of the Board approved the adoption of the Plan solely for the benefit of the group of individuals listed below. No other individuals will be eligible to participate in the Plan without written approval of Board.

No individual has a right to continue to participate in the Plan in the future without the approval of the Board. Each individual will continue to participate in the Plan at the discretion of the Board.

As of December 31, 2005, the following individuals are eligible to participate in the Plan:

Name	Date Appointed	Agreement (Date)
Catherine M. Burzik	09/02/2003 (DOH)
Barbara J. Kerr	09/05/2000 (DOH)
Kathy Ordonez	12/01/2000 (DOH)
William B. Sawch	04/09/1993	Def. Comp. Agrmnt. (07/15/1993)
Dennis L. Winger	09/25/1997 (DOH)	Letter Agrmnt. (08/21/2003)

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APPENDIX A

INDIVIDUALS ELIGIBLE FOR PARTICIPATION

The Management Resources Committee of the Board approved the adoption of the Plan solely for the benefit of the group of individuals listed below. No other individuals will be eligible to participate in the Plan without written approval of the Board.

No individual has a right to continue to participate in the Plan in the future without the approval of the Board. Each individual will continue to participate in the Plan at the discretion of the Board.

As of May 15, 2008, the following individuals are eligible to participate in the Plan:

Name	Date Appointed	Agreement (Date)
Barbara J. Kerr	09/05/2000 (DOH)
Kathy P. Ordonez	12/01/2000 (DOH)
William B. Sawch	04/09/1993
Dennis L. Winger	09/25/1997 (DOH)	Letter Agreement (08/21/2003)
Mark P. Stevenson	08/16/2007

EXHIBIT H

Company Relocation Policy

POLICY LEVEL	Tier 3 Homeowner Core Benefits (Pay Grade AB 8 - 28, and IVGN L2 - EL1)
Policy Benefit	Description of Benefit
Eligibility	•        Employee must complete all relocation assistance and benefits within 12 months of start date at the new location; any unused assistance and benefits will expire and no longer be available.
Miscellaneous Expense Allowance (MEA)	•        You will be eligible for a Miscellaneous Allowance of $3,000. •        MEA will be processed through Lexicon Relocation after start date. •        This is a taxable benefit to the transferee. This is a tax-protected benefit to the transferee.
Home Finding Trip	•        One trip for employee and spouse or domestic partner for six (6) days and five (5) nights. •        Economy airfare, hotel, and mid-size rental car must be authorized by Lexicon with 14 day advance notice. Airfare and rental car expenses are included for relocation distances less than 400 miles. •        Mileage reimbursed at current IRS standard rate for distances less than 400 miles. •        All home finding trips must be approved and processed by Lexicon. •        Reimbursable expenses include: •        Meals up to $50/person/day •        Childcare fees not to exceed $50/child/day •        Pet boarding fees not to exceed $200 •        Shuttle/taxi services to airport, if necessary. Airport parking and mileage, if driving. •        Receipts required for reimbursements. •        This is a tax-protected benefit to the transferee.
Home Finding Area Tour	•        1 day of assistance locating communitiees in new location.
Pack and Load Trip	•        You will be eligible for a pack and load trip to supervise the packing and loading of your household goods. •        This return home trip must be approved and processed through Lexicon 14 days prior to requested travel. •        Rental car is only provided if personal vehicle has been pre-shipped. •        This is a tax-protected benefit to the transferee.
Temporary Living	•        Corporate apartment not to exceed 60 consecutive days, must be booked by Lexicon. •        If personal vehicle cannot be pre-shipped, then a Rental Car will be provided up to 30 consecutive days, or until personal vehicle arrives, whichever occurs first. •        Meals are reimbursable up to $50/person/day, only if kitchen is not provided. •        This is a tax-protected benefit to the transferee
Or Duplicate Housing Reimbursement	•        If you have a situation where you have financial responsibility for two houses at the same time, the Company will pay up to 60 days of the carrying costs of home at the origin location. Carrying costs are defined as mortgage interest, taxes, utilities and maintenance. •        You will still be responsible to make the payments at the origin location, but you will be able to submit a relocation expense report to receive reimbursement for up to two months. •        NOTE : Can not have Temporary Housing and Duplicate Housing Reimbursement at the same time. •        Receipts required for reimbursement.
Home Sale-Marketing Assistance Program	•        The Lexicon Relocation Counselor will assist employee with the marketing of their home, to facilitate the sale of the home within the shortest time. •        A Company-approved agent must be used to qualify for home sale benefits.
Home Sale Benefit Program	HOME SALE BENEFITS: (See BVO Program) Closing costs •        Customary and non-recurring seller’s closing costs including legal or escrow fees, inspections, transfer taxes, recording costs, etc. •        Up to 6% realtor’s commission (maximum). Buyer Value Option (BVO) Program •        This program may create a tax advantage for the employee. •        Lexicon will manage the Buyer Value Option Program (BVO) for qualifying properties. •        Two relocation-approved agents will be assigned by Lexicon to provide Broker’s Market Analyses (BMAs). The agents cannot be related to the employee. •        The employee and Lexicon will select the real estate agent and establish the listing price based on the BMAs. •        Homeowner negotiates offer with assigned real estate agent and Lexicon. •        All offers must be non-contingent. Buyers agent cannot be related to employee. •        Once non-contingent offer is negotiated and verbally accepted. Lexicon will finalize the home sale with the outside buyer •        Lexicon, on behalf of the Company assumes responsibility through transaction conclusion.
Home Purchase Benefits	•        The Company will extend Home Purchase benefits to an employee who chooses to purchase at the new location. •        Lexicon will provide referral to destination real estate agent to assist with home finding and destination information. •        Use of a Company-approved real estate agent is required to receive home purchase benefits. •        The Company will reimburse home purchase expenses not to exceed 3% total of home purchase price for customary non-recurring closing costs to include up to 1% loan origination fee and 2 points. This benefit is capped at 3% total. •        This is a tax-protected benefit to the transferee except for loan origination fee and points, which are deductible when filing annual tax return.
Household Goods	•        Professional full packing, loading, shipping, unloading and unpacking of normal household goods, from one location to one location, between Monday and Friday.
	•        The transportation counselor will review the Relocation Policy for Excluded Items. •        Debris pick-up at destination. •        Replacement valuation up to $100,000.
Vehicle Shipment	•        Transporting of Three (3) vehicles if greater than 400 miles. •        When possible, personal vehicle is to be pre-shipped.
Storage	•        Storage not to exceed 60 days. •        Household goods move, auto shipment, and the first 30 days of storage fees and expenses are not taxable, If needed, storage fees and expenses from 31-60 days is a tax-protected benefit to the transferee.

POLICY LEVEL	Tier 3 Homeowner Core Benefits (Pay Grade AB 8 - 28, and IVGN L2 - EL1)
Policy Benefit	Description of Benefit
Final Move	•        Economy airfare for all qualifying dependents if move is greater than 400 miles or, if driving, mileage reimbursed at current IRS standard rate for up to two vehicles. •        Actual and reasonable costs reimbursed for lodging and meals up to $50/person/day, with receipts, for every day of travel (day of travel is equal to 350 miles by the most direct route). •        Transport of 2 household pets, not to exceed $1,000. •        Transportation and hotels are non-taxable benefits. Meals will be tax protected benefit.
Spouse Career Assistance	•        Available for spouse or domestic partner/significant other if seeking employment. •        Service is for full time employment only. •        Program provides assessment, analysis of current job market, referral(s) to employers when possible. This does not guarantee employment. •        The benefit must be initiated, though not necessarily completed, within 12 months of employee’s start date at new location. •        This is a tax-protected benefit to the transferee.
Approval Guard	•        One year of FICO score enhancement and Fraud Protection including the following benefits: •        4 credit reports with true FICO scores •        Personalized credit coaching •        2 automated property value reports •        Articles and valuable information related to managing your credit, and a credit resource center.
Tax Implications	•        Corporate relocation has significant tax implications, A portion of the amounts expended may be deductible on employee’s Federal tax return. •        All tax-protected benefits will be grossed-up at the current supplemental rate. This means, employee will receive a tax contribution (“gross-up”) toward the potential tax liability for certain expenses reimbursed to employee or paid on employee’s behalf at a rate determined by applicable law. It is important to note that this gross-up is also taxable. It is the Company’s intention to help employees with this tax liability incurred due to the relocation. •        The Company does not provide tax advice and nothing in this summary should be considered to be tax or other financial advice. Employee is strongly encouraged to seek professional tax and financial counsel and to keep careful records.
Benefits Repayment Obligation	•        All relocation assistance and benefits provided to or paid to employee, or on employee’s behalf, are subject to the Benefits Repayment Obligation. The Repayment Obligation states that if within 24 months of start date at new location employees voluntarily terminates or is terminated for cause, employee will be required to repay the following to The Company: 100% of all relocation benefits up to one year from the start date and 1/12 of the relocation expenses forgiven over each month of the second year. The repayment agreement will be completely satisfied at two years from your start date.
POLICY LEVEL	Add-ons Tier 3 Homeowner
Add-on Benefits	Description of Benefit
Please select the applicable additional benefit(s) you wish to add on to the Core Tier 3 Homeownwer policy
Interim Housing	•        Employee: One (1) month lodging and two (2) return trips
Interim Housing	•        Employee: Two (2) months lodging and four (4) return trips
Interim Housing	•        Employee: Three (3) months lodging and six (6) return trips
Temporary Living or Duplicate Housing	•        Employee and Family: Lodging and rental car, or duplicate carrying costs, including 1st mortgage payment interest, taxes and insurance; utilities and maintenance up to an additional 14 days.
Temporary Living or Duplicate Housing	•        Employee and Family: Lodging and rental car, or Duplicate carrying costs including, 1st mortgage payment interest, taxes and insurance; utilities and maintenance up to an additional 30 days.
Temporary Living or Duplicate Housing	•        Employee and Family: Lodging and rental car, or duplicate carrying costs including, 1st mortgage payment interest, taxes and insurance; utilities and maintenance up to an additional 60 days.
Confidential	Revised: November, 2008

EX-99.5

Exhibit 99.5

LIMITED WAIVER AND RELEASE OF RIGHTS TO TERMINATE

FOR GOOD REASON UNDER THE CHANGE-IN-CONTROL AGREEMENT

This Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control Agreement (“Waiver and Release of Rights Agreement”) by and between INVITROGEN CORPORATION, a Delaware corporation (“Company”), and David F. Hoffmeister (“Executive”), dated as of the 21^st day of November 2008.

WHEREAS, Company and Executive are parties to a Change-in-Control Agreement dated October 13, 2004 (“Change-in-Control Agreement”), attached hereto as Exhibit 1, and

WHEREAS, pursuant to Section 5(c) of the Change-in-Control Agreement, Executive has the right to terminate his employment for “Good Reason” upon the occurrence of certain events or circumstances following a Change in Control, and

WHEREAS, pursuant to Section 6 of the Change-in Control Agreement, Executive would be entitled to certain benefits were Executive to terminate employment for Good Reason, and

WHEREAS, Company has entered into an Agreement and Plan of Merger with Atom Acquisition, LLC (“Merger Sub”) and Applera Corporation (“Applera”) dated June 11, 2008 (the “Merger Agreement”) pursuant to which Applera will merge with and into Merger Sub (the “Merger”) and

WHEREAS, such Merger may result in organizational changes impacting Company that may trigger Executive’s right to terminate his employment for Good Reason and receive certain benefits pursuant to Section 6 of the Change-in-Control Agreement, and

WHEREAS, Company seeks to retain the ongoing employment and services of Executive following the Merger and Executive’s agreement not to solicit Company’s employees and Executive seeks to remain employed by Company in exchange for certain additional compensation and equity.

NOW THEREFORE, in consideration of the mutual promises and agreements contained in this Waiver and Release of Rights Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and Company hereby agree as follows:

1. Enhanced Compensation Package. In exchange for the promises and covenants set forth herein, Company agrees to provide Executive with an “Enhanced Compensation Package” to which Executive is not otherwise entitled, provided the Merger closes and Executive executes this Waiver and Release of Rights Agreement. The Enhanced Compensation Package shall include an increased base salary, an accelerated equity award and a Synergy Bonus. The specific details of Executive’s Enhanced Compensation Package are set forth on Exhibit 2 hereto, and incorporated herein by reference. Executive acknowledges and agrees that this Enhanced Compensation Package constitutes adequate legal consideration for the promises and representations made by Executive in this Waiver and Release of Rights Agreement.

Notwithstanding the above, the parties agree that the (A) Synergy Bonus described in paragraph 3 of Exhibit 2 shall not be included as part of the compensation or benefits described in Section 4(b) of the Change-in-Control Agreement or paragraph 3 of Executive’s Employment Agreement dated October 13, 2004 (“Employment Agreement”), (B) calculation of any benefits due pursuant to the Change-in-Control Agreement shall not be based on, calculated from, or in any way include any portion of such Synergy Bonus, and (C) Synergy Bonus shall not be considered a “Payment” for purposes of Section 11 of the Change-in-Control Agreement and will not be included in any calculations referenced in Section 11.

2. Release and Waiver of Rights to Terminate For Good Reason. In exchange for the Enhanced Compensation Package described in paragraph 1 above and in Exhibit 2 hereto, Executive, on behalf of himself, his heirs and assigns, unconditionally, irrevocably and absolutely waives and releases Executive’s rights, if any, to receive the benefits provided under the Change-in-Control Agreement as a result of claims arising under Section 4 or the Executive’s termination of employment for Good Reason pursuant to certain subsections of Section 4 and Section 5(c) of Executive’s Change-in-Control Agreement (i) for purposes of the Merger only, (ii) during the “Employment Period,” as defined in Section 3 of Executive’s Change-in-Control Agreement, and (iii) provided Gregory Lucier remains the Chief Executive Officer (“CEO”) of the surviving parent entity during this Employment Period as follows:

2.1 Subsection 5(c)(i) is waived in its entirety (as is Section 4(a)(i)(A) with regard to diminished position, authority, duties and responsibilities and any Company obligation with respect thereto); provided, however, that Executive shall not be required to report to any position more than one reporting level below the CEO and Executive shall remain in the EL-2 pay band (or its successor pay band if the Company were to restructure or rename its pay bands);

2.2 Subsection 5(c)(ii) is waived provided, however, during the Employment Period Executive’s base salary and incentive compensation annual bonus target shall not be reduced, Executive’s next salary review will occur approximately in January 2010 and Executive (and/or Executive’s family as applicable) shall remain eligible to participate in any Company Savings, Retirement, Welfare, Business Expense Reimbursement, Fringe Benefits, Office and Support Staff, Vacation and other benefit programs to the same extent as generally provided to other peer executives at Company and its “affiliated companies” (as defined in Subsection 4(b)(i) of the Change-in-Control Agreement), which may be amended or modified by the Company in its sole discretion subject to the terms of such plan, provided, however, that benefit programs provided through Applera or its subsidiaries, including Applied BioSystems, prior to the Closing Date that are continued after the Closing Date solely for Applera or Applied BioSystems’ current or former employees shall not be considered to be “generally provided” as that term is used in this provision;

2.3 Subsection 5(c)(iii) and 4(a)(i)(B) are not waived, provided, however, should Executive be required to relocate during the Employment Period, Executive’s benefits and payments, if any, under the Change-in-Control Agreement as a result of or in connection with such relocation, shall be based on and calculated from Executive’s compensation and benefits as they existed immediately prior to the Closing Date of the Merger and shall not be based on, calculated from, or in any way include the Enhanced Compensation Package referenced herein;

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2.4 Subsection 5(c)(iv) is not waived;

2.5 Subsection 5(c)(v) is not waived;

2.6 The provisions of Subsection 4(b)(i) providing Executive with a right to have Executive’s base salary reviewed and increased annually during the Employment Period pursuant to the Change-in-Control Agreement (or any other agreement between Executive and Company) is waived;

2.7 The provisions of Subsection 4(b)(ii) providing that there will be a guaranteed minimum annual bonus paid to the Executive is waived;

2.8 The provisions of Subsection 4(b)(iii) providing that the applicable incentive, savings and retirement plans shall be provided on a no less favorable basis in the aggregate than the most favorable of such plans as in effect at any time during the 90-day period immediately preceding the Effective Date is waived;

2.9 The provisions of Subsection 4(b)(iv) providing that Executive (and/or Executive’s family) shall be entitled to welfare benefit plans on a no less favorable basis in the aggregate than the most favorable of such plans as in effect at any time during the 90-day period immediately preceding the Effective Date is waived;

2.10 The provisions of Subsections 4(b)(v), (vi), (vii) and (viii) providing that Executive shall be entitled to the applicable benefits of those subsections on the most favorable basis in effect at any time during the 90-day period immediately preceding the Effective Date or as in effect thereafter is waived; and

2.11 Executive waives Executive’s right that any good faith determination of “Good Reason” made by Executive shall be conclusive for purposes of Section 5(c).

2.12 By executing this Waiver and Release of Rights Agreement, Executive acknowledges and agrees that Executive is waiving Executive’s rights to terminate Executive’s employment for Good Reason (and the right to receive any resulting benefits) as set forth above for purposes of the Merger only, during the Employment Period, provided Mr. Lucier remains CEO of the surviving parent entity during the Employment Period. This Waiver and Release of Rights Agreement (a) does not waive or release any other rights or obligations of Executive under Executive’s Change-in-Control Agreement including, but not limited to, Executive’s right to receive certain benefits upon termination of employment for reasons other than Good Reason and termination for Good Reason following a future Change in Control unrelated to the Merger and (b) shall expire on the second anniversary of the Closing Date of the Merger.

3. At-Will Employment. Nothing in this Waiver and Release of Rights Agreement is intended to or should be construed to contradict, modify or alter the at-will nature of Executive’s employment with Company. Executive’s employment with Company remains at-will, is not for any specified period, and may be terminated at any time, with or without Cause or advance notice, by either Executive or Company pursuant to the terms of this Waiver and Release of Rights Agreement and Executive’s Change-in-Control Agreement. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and Company’s CEO.

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4. Nonsolicitation of Company’s Employees. Executive agrees that for a period of one (1) year following Executive’s termination from employment with Company, for any reason, Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging or recruiting any of Company’s employees or causing others to solicit or encourage any of Company’s employees to discontinue their employment with Company.

5. Waiver of Rights Under Severance Agreement. Notwithstanding this Waiver and Release of Rights Agreement, Executive acknowledges and agrees that to the extent Executive is entitled to receive any benefits under Executive’s Change-in-Control Agreement, Executive hereby waives his rights, if any, to receive any benefits pursuant to Company’s Executive Officer Severance Plan or any other agreement or plan providing for severance or similar benefits.

6. Successors and Assigns. The rights and obligations of Company under this Waiver and Release of Rights Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Waiver and Release of Rights Agreement.

7. Severability. In the event any provision of this Waiver and Release of Rights Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

8. Applicable Law. The validity, interpretation and performance of this Waiver and Release of Rights Agreement shall be construed and interpreted according to the laws of the United States of America and the State of California.

9. Entire Agreement; Modification. This Waiver and Release of Rights Agreement, including the exhibits and agreements referenced herein, the surviving provisions of Executive’s Change-in-Control Agreement and Employment Agreement, the Synergy Bonus Plan and schedule and the amendment to the Change-in-Control Agreement addressing Code Section 409A, is intended to be the entire agreement between the parties and supersedes and cancels any and all other and prior agreements, written or oral, between the parties regarding this subject matter. This Waiver and Release of Rights Agreement may be amended only by a written instrument executed by all parties hereto.

10. Change-in-Control Agreement. Except as set forth herein, the Change-in-Control Agreement remains in full force and effect. In the event that the Merger does not close, this Waiver and Release of Rights Agreement shall be null, void and of no further force and effect.

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11. Consideration Period. Executive shall have five (5) business days from receipt of this Waiver and Release of Rights Agreement to consider whether or not to enter into it and to review it with Executive’s own counsel, at Executive’s election. Company shall make independent counsel available to Executive at Company’s expense. Executive may elect to engage other counsel at Executive’s own expense. If Executive does not return the executed Waiver and Release of Rights Agreement to the Company by close of business on the fifth business day following receipt, Company will assume Executive is not interested in the Enhanced Compensation Package and the offer of the Waiver and Release of Rights Agreement will be automatically withdrawn.

THE PARTIES TO THIS WAIVER AND RELEASE OF RIGHTS AGREEMENT HAVE READ THE FOREGOING WAIVER AND RELEASE OF RIGHTS AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS WAIVER AND RELEASE OF RIGHTS AGREEMENT ON THE DATES SHOWN BELOW.

Dated:	11/18/08	By:	/s/    David F. Hoffmeister David F. Hoffmeister
Dated:	11/20/08	INVITROGEN CORPORATION
		By:	/s/    Greg Lucier
			Greg Lucier
			Chairman & CEO

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EXHIBIT 2

Upon the Closing Date of the Merger, David F. Hoffmeister (“Executive”) shall hold the following position, reporting relationship, and pay band:

Position:	Chief Financial Officer
Reports to:	CEO (Greg Lucier)
Level:	EL-2

Executive’s Enhanced Compensation Package provided to Executive by Company in exchange for the promises and covenants set forth in this Waiver and Release of Rights Agreement shall include the following:

1. Base Salary. Company agrees to provide Executive with an increased base salary. The new base salary shall be $500,000.00 annually (“New Base Salary”), less all appropriate federal and state income and employment taxes. This New Base Salary is provided in exchange for Executive’s promises set forth herein and is not an increase that is being awarded in the ordinary course of business to Executive or Executive’s peers. The New Base Salary shall be effective immediately on the Closing Date of the Merger, provided Executive has executed this Waiver and Release of Rights Agreement.

2. Equity Incentive Award. Following Executive’s execution of this Waiver and Release of Rights Agreement, and upon the Closing Date, Executive will be granted an accelerated 2009 equity incentive award described below (“Equity Incentive Award”). Through that Equity Incentive Award, Executive will be granted an option to purchase a number of shares of Company common stock that have a grant face value of $2,775,000 (“the Option”). The number of shares subject to the Option will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The Option will be granted on the Closing Date and will vest annually over four (4) years in 25% installments. On the Closing Date, as part of the Equity Incentive Award, Executive will also be granted a number of restricted stock units of Company common stock that have a grant face value of $925,000, which will vest 100% on the 3^rd anniversary of the date of the grant (“RSU Award”). The number of restricted stock units granted will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The RSU Award is not subject to any performance criteria. The Equity Incentive Award will be subject to the terms and conditions of the Invitrogen Corporation 2004 Equity Incentive Plan and the applicable restricted stock units agreement and nonstatutory stock option agreement, which will not be inconsistent with the terms of this Waiver and Release of Rights Agreement and which Executive will be required to sign as a condition of receiving the Equity Incentive Award. Should Executive’s employment be terminated by Company without Cause (as defined in the Change-in-Control Agreement) or Executive resign Executive’s employment for Good Reason (as modified in this Waiver and Release of Rights Agreement) during the Employment Period, Executive’s Equity Incentive Award shall immediately become fully vested and exercisable.

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3. Synergy Bonus. Executive shall be eligible to earn a bonus based on certain milestones (“Synergy Goals”) to be established for Executive by Company for Executive’s performance during calendar years 2009 and 2010. These Synergy Goals will be set forth in a schedule that will be provided to Executive within the first 60 days of calendar year 2009. Provided such Synergy Goals are satisfied, Executive’s total target Synergy Bonus for the 2009 and 2010 calendar years shall be $562,500 (“Synergy Bonus Target”), less all appropriate federal and state income and employment taxes. Sixty percent (60%) of the Synergy Bonus Target or $337,500 (“2009 Target”) will be payable provided Executive achieves the Synergy Goals established for the 2009 calendar year by the end of 2009. The remaining forty percent (40%) of the Synergy Bonus Target or $225,000 (“2010 Target”) will be payable provided Executive achieves the Total Synergy Goal (combined amount of Synergy Goals for 2009 and 2010) by the end of 2010. All terms and conditions of the Synergy Bonus will be governed by and subject to the Synergy Bonus Plan, which is attached to the Waiver and Release of Rights Agreement as Exhibit 3.

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EX-99.6

Exhibit 99.6

LIMITED WAIVER AND RELEASE OF RIGHTS TO TERMINATE

FOR GOOD REASON UNDER THE CHANGE-IN-CONTROL AGREEMENT

This Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control Agreement (“Waiver and Release of Rights Agreement”) by and between INVITROGEN CORPORATION, a Delaware corporation (“Company”), and Pete M. Leddy (“Executive”), dated as of the 21^st day of November 2008.

WHEREAS, Company and Executive are parties to a Change-in-Control Agreement dated July 5, 2005 (“Change-in-Control Agreement”), attached hereto as Exhibit 1, and

WHEREAS, pursuant to Section 5(c) of the Change-in-Control Agreement, Executive has the right to terminate his employment for “Good Reason” upon the occurrence of certain events or circumstances following a Change in Control, and

WHEREAS, pursuant to Section 6 of the Change-in-Control Agreement, Executive would be entitled to certain benefits were Executive to terminate employment for Good Reason, and

WHEREAS, Company has entered into an Agreement and Plan of Merger with Atom Acquisition, LLC (“Merger Sub”) and Applera Corporation (“Applera”) dated June 11, 2008 (the “Merger Agreement”) pursuant to which Applera will merge with and into Merger Sub (the “Merger”), and

WHEREAS, upon the Closing Date (as defined in the Merger Agreement) the Merger, shall constitute a Change in Control pursuant to the Change-in-Control Agreement, and

WHEREAS, such Merger may result in organizational changes impacting Company that may trigger Executive’s right to terminate his employment for Good Reason and receive certain benefits pursuant to Section 6 of the Change-in-Control Agreement, and

WHEREAS, Company seeks to retain the ongoing employment and services of Executive following the Merger and Executive’s agreement not to solicit Company’s employees and Executive seeks to remain employed by Company in exchange for certain additional compensation and equity.

NOW THEREFORE, in consideration of the mutual promises and agreements contained in this Waiver and Release of Rights Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and Company hereby agree as follows:

1. Enhanced Compensation Package. In exchange for the promises and covenants set forth herein, Company agrees to provide Executive with an “Enhanced Compensation Package” to which Executive is not otherwise entitled, provided the Merger closes and Executive executes this Waiver and Release of Rights Agreement. The Enhanced Compensation Package shall include an increased base salary, an accelerated equity award and a Synergy Bonus. The specific details of Executive’s Enhanced

Compensation Package are set forth on Exhibit 2 hereto, and incorporated herein by reference. Executive acknowledges and agrees that this Enhanced Compensation Package constitutes adequate legal consideration for the promises and representations made by Executive in this Waiver and Release of Rights Agreement. Notwithstanding the above, the parties agree that the (A) Synergy Bonus described in paragraph 3 of Exhibit 2 shall not be included as part of the compensation or benefits described in Section 4(b) of the Change-in-Control Agreement, (B) calculation of any benefits due pursuant to the Change-in-Control Agreement shall not be based on, calculated from, or in any way include any portion of such Synergy Bonus, and (C) Synergy Bonus shall not be considered a “Payment” for purposes of Section 11 of the Change-in-Control Agreement and will not be included in any calculations referenced in Section 11.

2. Release and Waiver of Rights to Terminate For Good Reason. In exchange for the Enhanced Compensation Package described in paragraph 1 above and in Exhibit 2 hereto, Executive, on behalf of himself, his heirs and assigns, unconditionally, irrevocably and absolutely waives and releases Executive’s rights, if any, to receive the benefits provided under the Change-in-Control Agreement as a result of claims arising under certain subsections of Section 4 (which are identified below) or the Executive’s termination of employment for Good Reason pursuant to certain subsections of Section 4 and Section 5(c) of Executive’s Change-in-Control Agreement (i) for purposes of the Merger only, (ii) during the “Employment Period,” as defined in Section 3 of Executive’s Change-in-Control Agreement, and (iii) provided Gregory Lucier remains the Chief Executive Officer (“CEO”) of the surviving parent entity during this Employment Period as follows:

2.1 Subsection 5(c)(i) is waived in its entirety (as is Section 4(a)(i)(A) with regard to diminished position, authority, duties and responsibilities and any Company obligation with respect thereto); provided, however, that Executive shall not be required to report to any position more than one reporting level below the CEO and Executive shall remain in the EL-2 pay band (or its successor pay band if the Company were to restructure or rename its pay bands);

2.2 Subsection 5(c)(ii) is waived provided, however, during the Employment Period Executive’s base salary and incentive compensation annual bonus target shall not be reduced, Executive’s next salary review will occur approximately in January 2010 and Executive (and/or Executive’s family as applicable) shall remain eligible to participate in any Company Savings, Retirement, Welfare, Business Expense Reimbursement, Fringe Benefits, Office and Support Staff, Vacation and other benefit programs to the same extent as generally provided to other peer executives at Company and its “affiliated companies” (as defined in Subsection 4(b)(i) of the Change-in-Control Agreement), which may be amended or modified by the Company in its sole discretion subject to the terms of such plan, provided, however, that benefit programs provided through Applera or its subsidiaries, including Applied BioSystems, prior to the Closing Date that are continued after the Closing Date solely for Applera or Applied BioSystems’ current or former employees shall not be considered to be “generally provided” as that term is used in this provision;

2.3 Subsection 5(c)(iii) and 4(a)(i)(B) are not waived, provided, however, should Executive be required to relocate during the Employment Period, Executive’s benefits and payments, if any, under the Change-in-Control Agreement as a result of or in connection with such relocation, shall be based on and calculated from Executive’s compensation and benefits as they existed immediately prior to the Closing Date of the Merger and shall not be based on, calculated from, or in any way include the Enhanced Compensation Package referenced herein;

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2.4 Subsection 5(c)(iv) is not waived;

2.5 Subsection 5(c)(v) is not waived;

2.6 The provisions of Subsection 4(b)(i) providing Executive with a right to have Executive’s base salary reviewed and increased annually during the Employment Period pursuant to the Change-in-Control Agreement (or any other agreement between Executive and Company) is waived;

2.7 The provisions of Subsection 4(b)(ii) providing that there will be a guaranteed minimum annual bonus paid to the Executive is waived;

2.8 The provisions of Subsection 4(b)(iii) providing that the applicable incentive, savings and retirement plans shall be provided on a no less favorable basis in the aggregate than the most favorable of such plans as in effect at any time during the 90-day period immediately preceding the Effective Date is waived;

2.9 The provisions of Subsection 4(b)(iv) providing that Executive (and/or Executive’s family) shall be entitled to welfare benefit plans on a no less favorable basis in the aggregate than the most favorable of such plans as in effect at any time during the 90-day period immediately preceding the Effective Date is waived;

2.10 The provisions of Subsections 4(b)(v), (vi), (vii) and (viii) providing that Executive shall be entitled to the applicable benefits of those subsections on the most favorable basis in effect at any time during the 90-day period immediately preceding the Effective Date or as in effect thereafter is waived; and

2.11 Executive waives Executive’s right that any good faith determination of “Good Reason” made by Executive shall be conclusive for purposes of Section 5(c).

2.12 By executing this Waiver and Release of Rights Agreement, Executive acknowledges and agrees that Executive is waiving Executive’s rights to terminate Executive’s employment for Good Reason (and the right to receive any resulting benefits) as set forth above for purposes of the Merger only, during the Employment Period, provided Mr. Lucier remains CEO of the surviving parent entity during the Employment Period. This Waiver and Release of Rights Agreement (a) does not waive or release any other rights or obligations of Executive under Executive’s Change-in-Control Agreement including, but not limited to, Executive’s right to receive certain benefits upon termination of employment for reasons other than Good Reason and termination for Good Reason following a future Change in Control unrelated to the Merger and (b) shall expire on the second anniversary of the Closing Date of the Merger.

3. At-Will Employment. Nothing in this Waiver and Release of Rights Agreement is intended to or should be construed to contradict, modify or alter the at-will nature of Executive’s employment with Company. Executive’s employment with Company remains at-will, is not for any specified period, and may be terminated at any time, with or without Cause or advance notice, by

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either Executive or Company pursuant to the terms of this Waiver and Release of Rights Agreement and Executive’s Change-in-Control Agreement. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and Company’s CEO.

4. Nonsolicitation of Company’s Employees. Executive agrees that for a period of one (1) year following Executive’s termination from employment with Company, for any reason, Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging or recruiting any of Company’s employees or causing others to solicit or encourage any of Company’s employees to discontinue their employment with Company.

5. Waiver of Rights Under Severance Agreement. Notwithstanding this Waiver and Release of Rights Agreement, Executive acknowledges and agrees that to the extent Executive is entitled to receive any benefits under Executive’s Change-in-Control Agreement, Executive hereby waives his rights, if any, to receive any benefits pursuant to Company’s Executive Officer Severance Plan or any other agreement or plan providing for severance or similar benefits.

6. Successors and Assigns. The rights and obligations of Company under this Waiver and Release of Rights Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Waiver and Release of Rights Agreement.

7. Severability. In the event any provision of this Waiver and Release of Rights Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

8. Applicable Law. The validity, interpretation and performance of this Waiver and Release of Rights Agreement shall be construed and interpreted according to the laws of the United States of America and the State of California.

9. Entire Agreement; Modification. This Waiver and Release of Rights Agreement, including the exhibits and agreements referenced herein, the surviving provisions of Executive’s Change-in-Control Agreement and the Synergy Bonus Plan and schedule, and the amendment to the Change-in-Control Agreement addressing Code Section 409A, is intended to be the entire agreement between the parties and supersedes and cancels any and all other and prior agreements, written or oral, between the parties regarding this subject matter. This Waiver and Release of Rights Agreement may be amended only by a written instrument executed by all parties hereto.

10. Change-in-Control Agreement. Except as set forth herein, the Change-in-Control Agreement remains in full force and effect. In the event that the Merger does not close, this Waiver and Release of Rights Agreement shall be null, void and of no further force and effect.

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11. Consideration Period. Executive shall have five (5) business days from receipt of this Waiver and Release of Rights Agreement to consider whether or not to enter into it and to review it with Executive’s own counsel, at Executive’s election. Company shall make independent counsel available to Executive at Company’s expense. Executive may elect to engage other counsel at Executive’s own expense. If Executive does not return the executed Waiver and Release of Rights Agreement to the Company by close of business on the fifth business day following receipt, Company will assume Executive is not interested in the Enhanced Compensation Package and the offer of the Waiver and Release of Rights Agreement will be automatically withdrawn.

THE PARTIES TO THIS WAIVER AND RELEASE OF RIGHTS AGREEMENT HAVE READ THE FOREGOING WAIVER AND RELEASE OF RIGHTS AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS WAIVER AND RELEASE OF RIGHTS AGREEMENT ON THE DATES SHOWN BELOW.

Dated:	11/17/08	By:	/s/    Pete M. Leddy
			Pete M. Leddy
Dated:	11/20/08	INVITROGEN CORPORATION
		By:	/s/    Greg Lucier
			Greg Lucier
			Chairman & CEO

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EXHIBIT 2

Upon the Closing Date of the Merger, Pete M. Leddy (“Executive”) shall hold the following position, reporting relationship, and pay band:

Position:	SVP, Human Resources
Reports to:	CEO (Greg Lucier)
Level:	EL – 2

Executive’s Enhanced Compensation Package provided to Executive by Company in exchange for the promises and covenants set forth in this Waiver and Release of Rights Agreement shall include the following:

1. Base Salary. Company agrees to provide Executive with an increased base salary. The new base salary shall be $450,000.00 annually (“New Base Salary”), less all appropriate federal and state income and employment taxes. This New Base Salary is provided in exchange for Executive’s promises set forth herein and is not an increase that is being awarded in the ordinary course of business to Executive or Executive’s peers. The New Base Salary shall be effective immediately on the Closing Date of the Merger provided Executive has executed this Waiver and Release of Rights Agreement.

2. Equity Incentive Award. Following Executive’s execution of this Waiver and Release of Rights Agreement, and upon the Closing Date, Executive will be granted an accelerated 2009 equity incentive award described below (“Equity Incentive Award”). Through that Equity Incentive Award, Executive will be granted an option to purchase a number of shares of Company common stock that have a grant face value of $1,650,000 (“the Option”). The number of shares subject to the Option will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The Option will be granted on the Closing Date and will vest annually over four (4) years in 25% installments. On the Closing Date, as part of the Equity Incentive Award, Executive will also be granted a number of restricted stock units of Company common stock that have a grant face value of $550,000, which will vest 100% on the 3^rd anniversary of the date of the grant (“RSU Award”). The number of restricted stock units granted will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The RSU Award is not subject to any performance criteria. The Equity Incentive Award will be subject to the terms and conditions of the Invitrogen Corporation 2004 Equity Incentive Plan and the applicable restricted stock units agreement and nonstatutory stock option agreement, which will not be inconsistent with the terms of this Waiver and Release of Rights Agreement and which Executive will be required to sign as a condition of receiving the Equity Incentive Award. Should Executive’s employment be terminated by Company without Cause (as defined in the Change-in-Control Agreement) or Executive resign Executive’s employment for Good Reason (as modified in this Waiver and Release of Rights Agreement) during the Employment Period, Executive’s Equity Incentive Award shall immediately become fully vested and exercisable.

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3. Synergy Bonus. Executive shall be eligible to earn a bonus based on certain milestones (“Synergy Goals”) to be established for Executive by Company for Executive’s performance during calendar years 2009 and 2010. These Synergy Goals will be set forth in a schedule that will be provided to Executive within the first 60 days of calendar year 2009. Provided such Synergy Goals are satisfied, Executive’s total target Synergy Bonus for the 2009 and 2010 calendar years shall be $506,250 (“Synergy Bonus Target”), less all appropriate federal and state income and employment taxes. Sixty percent (60%) of the Synergy Bonus Target or $303,750 (“2009 Target”) will be payable provided Executive achieves the Synergy Goals established for the 2009 calendar year by the end of 2009. The remaining forty percent (40%) of the Synergy Bonus Target or $202,500 (“2010 Target”) will be payable provided Executive achieves the Total Synergy Goal (combined amount of Synergy Goals for 2009 and 2010) by the end of 2010. All terms and conditions of the Synergy Bonus will be governed by and subject to the Synergy Bonus Plan, which is attached to the Waiver and Release of Rights Agreement as Exhibit 3.

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EX-99.7

Exhibit 99.7

LIMITED WAIVER AND RELEASE OF RIGHTS TO TERMINATE

FOR GOOD REASON UNDER THE CHANGE-IN-CONTROL AGREEMENT

This Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control Agreement (“Waiver and Release of Rights Agreement”) by and between INVITROGEN CORPORATION, a Delaware corporation (“Company”), and Claude D. Benchimol (“Executive”), dated as of the 21^st day of November 2008.

WHEREAS, Company and Executive are parties to a Change-in-Control Agreement dated October 16, 2003 (“Change-in-Control Agreement”), attached hereto as Exhibit 1, and

WHEREAS, pursuant to Section 5(c) of the Change-in-Control Agreement, Executive has the right to terminate his employment for “Good Reason” upon the occurrence of certain events or circumstances following a Change in Control, and

WHEREAS, pursuant to Section 6 of the Change-in-Control Agreement, Executive would be entitled to certain benefits were Executive to terminate employment for Good Reason, and

WHEREAS, Company has entered into an Agreement and Plan of Merger with Atom Acquisition, LLC (“Merger Sub”) and Applera Corporation (“Applera”) dated June 11, 2008 (the “Merger Agreement”) pursuant to which Applera will merge with and into Merger Sub (the “Merger”), and

WHEREAS, upon the Closing Date (as defined in the Merger Agreement) the Merger, shall constitute a Change in Control pursuant to the Change-in-Control Agreement, and

WHEREAS, such Merger may result in organizational changes impacting Company that may trigger Executive’s right to terminate his employment for Good Reason and receive certain benefits pursuant to Section 6 of the Change-in-Control Agreement, and

WHEREAS, Company seeks to retain the ongoing employment and services of Executive following the Merger and Executive’s agreement not to solicit Company’s employees and Executive seeks to remain employed by Company in exchange for certain additional compensation and equity.

NOW THEREFORE, in consideration of the mutual promises and agreements contained in this Waiver and Release of Rights Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and Company hereby agree as follows:

1. Enhanced Compensation Package. In exchange for the promises and covenants set forth herein, Company agrees to provide Executive with an “Enhanced Compensation Package” to which Executive is not otherwise entitled, provided the Merger closes and Executive executes this Waiver and Release of Rights Agreement. The Enhanced Compensation Package shall include an increased base salary, an accelerated equity award and a Synergy Bonus. The specific details of Executive’s Enhanced Compensation Package are set forth on Exhibit 2 hereto, and incorporated herein by reference. Executive acknowledges and

agrees that this Enhanced Compensation Package constitutes adequate legal consideration for the promises and representations made by Executive in this Waiver and Release of Rights Agreement. Notwithstanding the above, the parties agree that the (A) Synergy Bonus described in paragraph 3 of Exhibit 2 shall not be included as part of the compensation or benefits described in Section 4(b) of the Change-in-Control Agreement, (B) calculation of any benefits due pursuant to the Change-in-Control Agreement shall not be based on, calculated from, or in any way include any portion of such Synergy Bonus, and (C) Synergy Bonus shall not be considered a “Payment” for purposes of Section 11 of the Change-in-Control Agreement and will not be included in any calculations referenced in Section 11.

2. Release and Waiver of Rights to Terminate For Good Reason. In exchange for the Enhanced Compensation Package described in paragraph 1 above and in Exhibit 2 hereto, Executive, on behalf of himself, his heirs and assigns, unconditionally, irrevocably and absolutely waives and releases Executive’s rights, if any, to receive the benefits provided under the Change-in-Control Agreement as a result of claims arising under certain subsections of Section 4 (which are identified below) or the Executive’s termination of employment for Good Reason pursuant to certain subsections of Section 4 and Section 5(c) of Executive’s Change-in-Control Agreement (i) for purposes of the Merger only, (ii) during the “Employment Period,” as defined in Section 3 of Executive’s Change-in-Control Agreement, and (iii) provided Gregory Lucier remains the Chief Executive Officer (“CEO”) of the surviving parent entity during this Employment Period as follows:

2.1 Subsection 5(c)(i) is waived in its entirety (as is Section 4(a)(i)(A) with regard to diminished position, authority, duties and responsibilities and any Company obligation with respect thereto); provided, however, that Executive shall not be required to report to any position more than two reporting levels below the CEO and Executive shall remain in the EL-2 pay band (or its successor pay band if the Company were to restructure or rename its pay bands);

2.2 Subsection 5(c)(ii) is waived provided, however, during the Employment Period Executive’s base salary and incentive compensation annual bonus target shall not be reduced, Executive’s next salary review will occur approximately in January 2010 and Executive (and/or Executive’s family as applicable) shall remain eligible to participate in any Company Savings, Retirement, Welfare, Business Expense Reimbursement, Fringe Benefits, Office and Support Staff, Vacation and other benefit programs to the same extent as generally provided to other peer executives at Company and its “affiliated companies” (as defined in Subsection 4(b)(i) of the Change-in-Control Agreement), which may be amended or modified by the Company in its sole discretion subject to the terms of such plan, provided, however, that benefit programs provided through Applera or its subsidiaries, including Applied BioSystems, prior to the Closing Date that are continued after the Closing Date solely for Applera or Applied BioSystems’ current or former employees shall not be considered to be “generally provided” as that term is used in this provision;

2.3 Subsection 5(c)(iii) and 4(a)(i)(B) are not waived, provided, however, should Executive be required to relocate during the Employment Period, Executive’s benefits and payments, if any, under the Change-in-Control Agreement as a result of or in

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connection with such relocation, shall be based on and calculated from Executive’s compensation and benefits as they existed immediately prior to the Closing Date of the Merger and shall not be based on, calculated from, or in any way include the Enhanced Compensation Package referenced herein;

2.4 Subsection 5(c)(iv) is not waived;

2.5 Subsection 5(c)(v) is not waived;

2.6 The provisions of Subsection 4(b)(i) providing Executive with a right to have Executive’s base salary reviewed and increased annually during the Employment Period pursuant to the Change-in-Control Agreement (or any other agreement between Executive and Company) is waived;

2.7 The provisions of Subsection 4(b)(ii) providing that there will be a guaranteed minimum annual bonus paid to the Executive is waived;

2.8 The provisions of Subsection 4(b)(iii) providing that the applicable incentive, savings and retirement plans shall be provided on a no less favorable basis in the aggregate than the most favorable of such plans as in effect at any time during the 90-day period immediately preceding the Effective Date is waived;

2.9 The provisions of Subsection 4(b)(iv) providing that Executive (and/or Executive’s family) shall be entitled to welfare benefit plans on a no less favorable basis in the aggregate than the most favorable of such plans as in effect at any time during the 90-day period immediately preceding the Effective Date is waived;

2.10 The provisions of Subsections 4(b)(v), (vi), (vii) and (viii) providing that Executive shall be entitled to the applicable benefits of those subsections on the most favorable basis in effect at any time during the 90-day period immediately preceding the Effective Date or as in effect thereafter is waived; and

2.11 Executive waives Executive’s right that any good faith determination of “Good Reason” made by Executive shall be conclusive for purposes of Section 5(c).

2.12 By executing this Waiver and Release of Rights Agreement, Executive acknowledges and agrees that Executive is waiving Executive’s rights to terminate Executive’s employment for Good Reason (and the right to receive any resulting benefits) as set forth above for purposes of the Merger only, during the Employment Period, provided Mr. Lucier remains CEO of the surviving parent entity during the Employment Period. This Waiver and Release of Rights Agreement (a) does not waive or release any other rights or obligations of Executive under Executive’s Change-in-Control Agreement including, but not limited to, Executive’s right to receive certain benefits upon termination of employment for reasons other than Good Reason and termination for Good Reason following a future Change in Control unrelated to the Merger and (b) shall expire on the second anniversary of the Closing Date of the Merger.

3. At-Will Employment. Nothing in this Waiver and Release of Rights Agreement is intended to or should be construed to contradict, modify or alter the at-will nature of Executive’s employment with Company. Executive’s employment with Company

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remains at-will, is not for any specified period, and may be terminated at any time, with or without Cause or advance notice, by either Executive or Company pursuant to the terms of this Waiver and Release of Rights Agreement and Executive’s Change-in-Control Agreement. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and Company’s CEO.

4. Nonsolicitation of Company’s Employees. Executive agrees that for a period of one (1) year following Executive’s termination from employment with Company, for any reason, Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging or recruiting any of Company’s employees or causing others to solicit or encourage any of Company’s employees to discontinue their employment with Company.

5. Waiver of Rights Under Severance Agreement. Notwithstanding this Waiver and Release of Rights Agreement, Executive acknowledges and agrees that to the extent Executive is entitled to receive any benefits under Executive’s Change-in-Control Agreement, Executive hereby waives his rights, if any, to receive any benefits pursuant to Company’s Executive Officer Severance Plan or any other agreement or plan providing for severance or similar benefits.

6. Successors and Assigns. The rights and obligations of Company under this Waiver and Release of Rights Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Waiver and Release of Rights Agreement.

7. Severability. In the event any provision of this Waiver and Release of Rights Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

8. Applicable Law. The validity, interpretation and performance of this Waiver and Release of Rights Agreement shall be construed and interpreted according to the laws of the United States of America and the State of California.

9. Entire Agreement; Modification. This Waiver and Release of Rights Agreement, including the exhibits and agreements referenced herein, the surviving provisions of Executive’s Change-in-Control Agreement and the Synergy Bonus Plan and schedule and the amendment to the Change-in-Control Agreement addressing Code Section 409A, is intended to be the entire agreement between the parties and supersedes and cancels any and all other and prior agreements, written or oral, between the parties regarding this subject matter. This Waiver and Release of Rights Agreement may be amended only by a written instrument executed by all parties hereto.

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10. Change-in-Control Agreement. Except as set forth herein, the Change-in-Control Agreement remains in full force and effect. In the event that the Merger does not close, this Waiver and Release of Rights Agreement shall be null, void and of no further force and effect.

THE PARTIES TO THIS WAIVER AND RELEASE OF RIGHTS AGREEMENT HAVE READ THE FOREGOING WAIVER AND RELEASE OF RIGHTS AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS WAIVER AND RELEASE OF RIGHTS AGREEMENT ON THE DATES SHOWN BELOW.

Dated:	11/18/2008	By:	/s/    Claude D. Benchimol
			Claude D. Benchimol
Dated:	11/20/2008	INVITROGEN CORPORATION
		By:	/s/    Greg Lucier
			Greg Lucier
			Chairman & CEO

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EXHIBIT 2

Upon the Closing Date of the Merger, Claude D. Benchimol (“Executive”) shall hold the following position, reporting relationship, and pay band:

Position:	SVP R&D Genetic Systems
Reports to:	Kip Miller, President, Genetic Systems Division
Level:	EL-2

Executive’s Enhanced Compensation Package provided to Executive by Company in exchange for the promises and covenants set forth in this Waiver and Release of Rights Agreement shall include the following:

1. Base Salary. Company agrees to provide Executive with an increased base salary. The new base salary shall be $ 430,000 annually (“New Base Salary”), less all appropriate federal and state income and employment taxes. This New Base Salary is provided in exchange for Executive’s promises set forth herein and is not an increase that is being awarded in the ordinary course of business to Executive or Executive’s peers. The New Base Salary shall be effective immediately on the Closing Date of the Merger, provided Executive has executed this Waiver and Release of Rights Agreement.

2. Equity Incentive Award. Following Executive’s execution of this Waiver and Release of Rights Agreement, and upon the Closing Date, Executive will be granted an accelerated 2009 equity incentive award described below (“Equity Incentive Award”). Through that Equity Incentive Award, Executive will be granted an option to purchase a number of shares of Company common stock that have a grant face value of $ 1,650,000 (“the Option”). The number of shares subject to the Option will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The Option will be granted on the Closing Date and will vest annually over four (4) years in 25% installments. On the Closing Date, as part of the Equity Incentive Award, Executive will also be granted a number of restricted stock units of Company common stock that have a grant face value of $ 550,000, which will vest 100% on the 3^rd anniversary of the date of the grant (“RSU Award”). The number of restricted stock units granted will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The RSU Award is not subject to any performance criteria. The Equity Incentive Award will be subject to the terms and conditions of the Invitrogen Corporation 2004 Equity Incentive Plan and the applicable restricted stock units agreement and nonstatutory stock option agreement, which will not be inconsistent with the terms of this Waiver and Release of Rights Agreement and which Executive will be required to sign as a condition of receiving the Equity Incentive Award. Should Executive’s employment be terminated by Company without Cause (as defined in the Change-in-Control Agreement) or Executive resign Executive’s employment for Good Reason (as modified in this Waiver and Release of Rights Agreement) during the Employment Period, Executive’s Equity Incentive Award shall immediately become fully vested and exercisable.

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3. Synergy Bonus. Executive shall be eligible to earn a bonus based on certain milestones (“Synergy Goals”) to be established for Executive by Company for Executive’s performance during calendar years 2009 and 2010. These Synergy Goals will be set forth in a schedule that will be provided to Executive within the first 60 days of calendar year 2009. Provided such Synergy Goals are satisfied, Executive’s total target Synergy Bonus for the 2009 and 2010 calendar years shall be $ 483,750 (“Synergy Bonus Target”), less all appropriate federal and state income and employment taxes. Sixty percent (60%) of the Synergy Bonus Target or $ 290,250 (“2009 Target”) will be payable provided Executive achieves the Synergy Goals established for the 2009 calendar year by the end of 2009. The remaining forty percent (40%) of the Synergy Bonus Target or $ 193,500 (“2010 Target”) will be payable provided Executive achieves the Total Synergy Goal (combined amount of Synergy Goals for 2009 and 2010) by the end of 2010. All terms and conditions of the Synergy Bonus will be governed by and subject to the Synergy Bonus Plan, which is attached to the Waiver and Release of Rights Agreement as Exhibit 3.

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EX-99.8

Exhibit 99.8

LIMITED WAIVER AND RELEASE OF RIGHTS TO TERMINATE

FOR GOOD REASON UNDER THE CHANGE-IN-CONTROL AGREEMENT

This Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control Agreement (“Waiver and Release of Rights Agreement”) by and between INVITROGEN CORPORATION, a Delaware corporation (“Company”), and Nicolas Barthelemy (“Executive”), dated as of the 21^st day of November 2008.

WHEREAS, Company and Executive are parties to a Change-in-Control Agreement dated March 10, 2004 (“Change-in-Control Agreement”), attached hereto as Exhibit 1, and

WHEREAS, pursuant to Section 5(c) of the Change-in-Control Agreement, Executive has the right to terminate his employment for “Good Reason” upon the occurrence of certain events or circumstances following a Change in Control, and

WHEREAS, pursuant to Section 6 of the Change-in-Control Agreement, Executive would be entitled to certain benefits were Executive to terminate employment for Good Reason, and

WHEREAS, Company has entered into an Agreement and Plan of Merger with Atom Acquisition, LLC (“Merger Sub”) and Applera Corporation (“Applera”) dated June 11, 2008 (the “Merger Agreement”) pursuant to which Applera will merge with and into Merger Sub (the “Merger”), and

WHEREAS, upon the Closing Date (as defined in the Merger Agreement) the Merger, shall constitute a Change in Control pursuant to the Change-in-Control Agreement, and

WHEREAS, such Merger may result in organizational changes impacting Company that may trigger Executive’s right to terminate his employment for Good Reason and receive certain benefits pursuant to Section 6 of the Change-in-Control Agreement, and

WHEREAS, Company seeks to retain the ongoing employment and services of Executive following the Merger and Executive’s agreement not to solicit Company’s employees and Executive seeks to remain employed by Company in exchange for certain additional compensation and equity.

NOW THEREFORE, in consideration of the mutual promises and agreements contained in this Waiver and Release of Rights Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and Company hereby agree as follows:

1. Enhanced Compensation Package. In exchange for the promises and covenants set forth herein, Company agrees to provide Executive with an “Enhanced Compensation Package” to which Executive is not otherwise entitled, provided the Merger closes and Executive executes this Waiver and Release of Rights Agreement. The Enhanced Compensation Package shall include an increased base salary, an accelerated equity award and a Synergy Bonus. The specific details of Executive’s Enhanced Compensation Package are set forth on Exhibit 2 hereto, and incorporated herein by reference. Executive acknowledges and agrees that this Enhanced

Compensation Package constitutes adequate legal consideration for the promises and representations made by Executive in this Waiver and Release of Rights Agreement. Notwithstanding the above, the parties agree that the (A) Synergy Bonus described in paragraph 3 of Exhibit 2 shall not be included as part of the compensation or benefits described in Section 4(b) of the Change-in-Control Agreement, (B) calculation of any benefits due pursuant to the Change-in-Control Agreement shall not be based on, calculated from, or in any way include any portion of such Synergy Bonus, and (C) Synergy Bonus shall not be considered a “Payment” for purposes of Section 11 of the Change-in-Control Agreement and will not be included in any calculations referenced in Section 11.

2. Release and Waiver of Rights to Terminate For Good Reason. In exchange for the Enhanced Compensation Package described in paragraph 1 above and in Exhibit 2 hereto, Executive, on behalf of himself, his heirs and assigns, unconditionally, irrevocably and absolutely waives and releases Executive’s rights, if any, to receive the benefits provided under the Change-in-Control Agreement as a result of the Executive’s termination of employment for Good Reason pursuant to certain subsections of Section 5(c) of Executive’s Change-in-Control Agreement (i) for purposes of the Merger only, (ii) during the “Employment Period,” as defined in Section 3 of Executive’s Change-in-Control Agreement, and (iii) provided Gregory Lucier remains the Chief Executive Officer (“CEO”) of the surviving parent entity during this Employment Period as follows: Subsection 5(c)(i) is waived in its entirety (as is Section 4(a)(i)(A) with regard to diminished position, authority, duties and responsibilities and any Company obligation with respect thereto); provided, however, that Executive shall not be required to report to any position more than one reporting level below the CEO and Executive shall remain in the EL-2 pay band or equivalent; Subsection 5(c)(ii) is waived provided, however, during the Employment Period Executive’s base salary and incentive compensation annual bonus target shall not be reduced, Executive’s next salary review will occur approximately in January 2010 and Executive shall remain eligible to participate in any Company Savings, Retirement, Welfare, Business Expense Reimbursement, Fringe Benefits, Office and Support Staff, Vacation and other benefit programs generally provided to other peer executives at Company, which may be amended or modified by the Company in its sole discretion subject to the terms of such plan. Subsection 5(c)(iii) is not waived, provided, however, should Executive be required to relocate during the Employment Period, Executive’s benefits and payments, if any, under the Change-in-Control Agreement, as a result of or in connection with such relocation, shall be based on and calculated from Executive’s compensation and benefits as they existed immediately prior to the Closing Date of the Merger and shall not be based on, calculated from, or in any way include the Enhanced Compensation Package referenced herein; Subsection 5(c)(iv) is not waived; Subsection 5(c)(v) is not waived; and Executive waives Executive’s right that any good faith determination of “Good Reason” made by Executive shall be conclusive for purposes of Section 5(c). By executing this Waiver and Release of Rights Agreement, Executive acknowledges and agrees that Executive is waiving Executive’s rights to terminate Executive’s employment for Good Reason (and the right to receive any resulting benefits) as set forth above for purposes of the Merger only, provided Mr. Lucier remains CEO of the surviving parent entity during the Employment Period. This Waiver and Release of Rights Agreement does not waive or release any other rights or obligations of Executive under Executive’s Change-in-Control Agreement including, but not limited to, Executive’s right to receive certain benefits upon termination of employment for reasons other than Good Reason and termination for Good Reason following a future Change in Control unrelated to the Merger and shall expire on the second anniversary of the Closing Date of the Merger.

3. At-Will Employment. Nothing in this Waiver and Release of Rights Agreement is intended to or should be construed to contradict, modify or alter the at-will nature of Executive’s employment with Company. Executive’s employment with Company remains at-will, is not for any specified period, and may be terminated at any time, with or without Cause or advance notice, by either

Executive or Company pursuant to the terms of this Waiver and Release of Rights Agreement and Executive’s Change-in-Control Agreement. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and Company’s CEO.

4. Nonsolicitation of Company’s Employees. Executive agrees that for a period of one (1) year following Executive’s termination from employment with Company, for any reason, Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging or recruiting any of Company’s employees or causing others to solicit or encourage any of Company’s employees to discontinue their employment with Company.

5. Waiver of Rights Under Severance Agreement. Notwithstanding this Waiver and Release of Rights Agreement, Executive acknowledges and agrees that to the extent Executive is entitled to receive any benefits under Executive’s Change-in-Control Agreement, Executive hereby waives his rights, if any, to receive any benefits pursuant to Company’s Executive Officer Severance Plan or any other agreement or plan providing for severance or similar benefits.

6. Successors and Assigns. The rights and obligations of Company under this Waiver and Release of Rights Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Waiver and Release of Rights Agreement.

7. Severability. In the event any provision of this Waiver and Release of Rights Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

8. Applicable Law. The validity, interpretation and performance of this Waiver and Release of Rights Agreement shall be construed and interpreted according to the laws of the United States of America and the State of California.

9. Entire Agreement; Modification. This Waiver and Release of Rights Agreement, including the exhibits and agreements referenced herein, the surviving provisions of Executive’s Change-in-Control Agreement and the Synergy Bonus Plan and schedule, and the amendment to the Change-in-Control Agreement addressing Code Section 409A, is intended to be the entire agreement between the parties and supersedes and cancels any and all other and prior agreements, written or oral, between the parties regarding this subject matter. This Waiver and Release of Rights Agreement may be amended only by a written instrument executed by all parties hereto.

10. Change-in-Control Agreement. Except as set forth herein, the Change-in-Control Agreement remains in full force and effect. In the event that the Merger does not close, this Waiver and Release of Rights Agreement shall be null, void and of no further force and effect.

11. Consideration Period. Executive shall have five (5) business days from receipt of this Waiver and Release of Rights Agreement to consider whether or not to enter into it and to review it with Executive’s own counsel, at Executive’s election. Company shall make independent counsel available to Executive at Company’s expense. Executive may elect to engage other counsel at Executive’s own expense. If Executive does not return the executed Waiver and Release of Rights Agreement to the Company by close of business on the fifth business day following receipt, Company will assume Executive is not interested in the Enhanced Compensation Package and the offer of the Waiver and Release of Rights Agreement will be automatically withdrawn.

THE PARTIES TO THIS WAIVER AND RELEASE OF RIGHTS AGREEMENT HAVE READ THE FOREGOING WAIVER AND RELEASE OF RIGHTS AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS WAIVER AND RELEASE OF RIGHTS AGREEMENT ON THE DATES SHOWN BELOW.

Dated:	11/18/2008	By:	/s/    Nicolas Barthelemy
			Nicolas Barthelemy
Dated:	11/20/2008	INVITROGEN CORPORATION
		By:	/s/    Greg Lucier
			Greg Lucier
			Chairman & CEO

EXHIBIT 2

Upon the Closing Date of the Merger, Nicolas Barthelemy (“Executive”) shall hold the following position, reporting relationship, and pay band:

Position:	President, Cell Systems Division
Reports to:	Chief Operating Officer
Level:	EL – 2

Executive’s Enhanced Compensation Package provided to Executive by Company in exchange for the promises and covenants set forth in this Waiver and Release of Rights Agreement shall include the following:

1. Base Salary. Company agrees to provide Executive with an increased base salary. The new base salary shall be $450,000.00 annually (“New Base Salary”), less all appropriate federal and state income and employment taxes. This New Base Salary is provided in exchange for Executive’s promises set forth herein and is not an increase that is being awarded in the ordinary course of business to Executive or Executive’s peers. The New Base Salary shall be effective immediately on the Closing Date of the Merger provided Executive has executed this Waiver and Release of Rights Agreement.

2. Equity Incentive Award. Following Executive’s execution of this Waiver and Release of Rights Agreement, and upon the Closing Date, Executive will be granted an accelerated 2009 equity incentive award described below (“Equity Incentive Award”). Through that Equity Incentive Award, Executive will be granted an option to purchase a number of shares of Company common stock that have a grant face value of $2,775,000 (“the Option”). The number of shares subject to the Option will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The Option will be granted on the Closing Date and will vest annually over four (4) years in 25% installments. On the Closing Date, as part of the Equity Incentive Award, Executive will also be granted a number of restricted stock units of Company common stock that have a grant face value of $925,000, which will vest 100% on the 3^rd anniversary of the date of the grant (“RSU Award”). The number of restricted stock units granted will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The RSU Award is not subject to any performance criteria. The Equity Incentive Award will be subject to the terms and conditions of the Invitrogen Corporation 2004 Equity Incentive Plan and the applicable restricted stock units agreement and nonstatutory stock option agreement, which will not be inconsistent with the terms of this Waiver and Release of Rights Agreement and which Executive will be required to sign as a condition of receiving the Equity Incentive Award. Should Executive’s employment be terminated by Company without Cause (as defined in the Change-in-Control Agreement) or Executive resign Executive’s employment for Good Reason (as modified in this Waiver and Release of Rights Agreement) during the Employment Period, Executive’s Equity Incentive Award shall immediately become fully vested and exercisable.

3. Synergy Bonus. Executive shall be eligible to earn a bonus based on certain milestones (“Synergy Goals”) to be established for Executive by Company for Executive’s performance during calendar years 2009 and 2010. These Synergy Goals will be set forth in a schedule that will be provided to Executive within the first 60 days of calendar year 2009. Provided such Synergy Goals are satisfied, Executive’s total target Synergy Bonus for the 2009 and 2010 calendar years shall be $506,250.00 (“Synergy Bonus Target”), less all appropriate federal and state income and employment taxes. Sixty percent (60%) of the Synergy Bonus Target or $303,750.00 (“2009 Target”) will be payable provided Executive achieves the Synergy Goals established for the 2009 calendar year by the end of 2009. The remaining forty percent (40%) of the Synergy Bonus Target or $202,500.00 (“2010 Target”) will be payable provided Executive achieves the Total Synergy Goal (combined amount of Synergy Goals for 2009 and 2010) by the end of 2010. All terms and conditions of the Synergy Bonus will be governed by and subject to the Synergy Bonus Plan, which is attached to the Waiver and Release of Rights Agreement as Exhibit 3.

EX-99.9

Exhibit 99.9

AMENDMENT TO CHANGE IN CONTROL AGREEMENT

THIS AMENDMENT to the CHANGE-IN-CONTROL AGREEMENT (the “Amendment”) is made and entered into as of November 21, 2008, by and between INVITROGEN CORPORATION, a Delaware corporation (the “Company”) and David F. Hoffmeister (“Executive”).

W I T N E S S E T H:

WHEREAS, Company and Executive entered into a Change-in-Control Agreement, dated as of October 13, 2004 (the “Agreement”) and certain of such Agreement’s provisions were modified by a Limited Waiver and Release of Rights to Terminate for Good Reason under the Change in Control Agreement, dated as of November 21, 2008; and

WHEREAS, the parties wish to amend the terms of the Agreement in order to comply with the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and in the Agreement, Company and Executive agree as follows:

1. Payment of Annual Bonus. The provision requiring payment of an annual bonus to the Executive is hereby amended such that the last sentence of section 4(b)(ii) of the Agreement is amended to read as follows:

Each such Annual Bonus shall be paid no later than 2 1/2 months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive has properly and timely elected to defer the receipt of such Annual Bonus pursuant to the terms of the Company’s applicable deferred compensation plans in effect at that time.

2. Good Reason Definition, Section 5(c)(v) of the Agreement is amended to correct a typographical error such that the section 5(c)(v) shall read as follows:

(v) any failure by any successor to the Company to comply and satisfy Section 16(c) of this Agreement, provided that such successor has received at least ten (10) days prior written notice from the Company or the Executive of the requirements of Section 16(c) of this Agreement.

3. Obligations of the Company Upon Termination. The sentence in Section 6(a) of the Agreement that currently reads “All Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: All

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Accrued Obligations shall be paid to the Executive’s estate or beneficiary in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The sentence in Section 6(b) of the Agreement that currently reads “All Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: All Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The sentence in Section 6(c) of the Agreement that currently reads “In such case, all Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The phrase in Section 6(d)(i) of the Agreement that currently reads “Date of termination.” shall be corrected to read: “Date of Termination.”

The following text is hereby appended after the word “documentation” in Section 6(d)(ii) of the Agreement: “with the Company’s payment to Executive occurring within 45 days of the Company’s receipt of such applicable receipts or other documentation and this Section 6(d)(ii) shall be applicable through 24 months after the Date of Termination.”

4. Gross-Up Payment Amount. The Gross-Up Payment Amount provision set forth in Section 11 of the Agreement, which entitles the Executive to an additional payment from the Company if any payment(s) under the Agreement are subject to the excise tax imposed by Section 4999 of the Code, is hereby amended to add the following new section 11(e) to the end thereof:

(e) In all events, the Gross-Up Payment, if any, shall be paid in full to Executive not later than the fifteenth day after the initial due date by which Executive must remit the Excise Tax.

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5. Payment Restrictions Related to Section 409A Compliance. In order to comply with the requirements of Code Section 409A, “specified employees” may not receive certain nonqualified deferred compensation amounts that would be paid on account of separation from service until six months after their “separation from service” and must be reimbursed for expenses within requisite time periods; therefore a new Section 18 is hereby added to the Agreement to read as follows:

Section 18. Section 409A Compliance. Notwithstanding anything set forth in this Agreement to the contrary and only to the extent necessary to comply with the requirements of Code Section 409A, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the final Treasury Regulations issued pursuant to Code Section 409A shall be paid unless and until the Executive has incurred a termination of employment that qualifies as a “separation from service” within the meaning of the Code Section 409A Regulations. Furthermore, to the extent that the Executive is a “specified employee” within the meaning of the Code Section 409A and only to the extent necessary to comply with the requirements of Code Section 409A, as of the date of the Executive’s separation from service, any amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall instead be paid to the Executive on the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section 18, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

The Company intends that payments or benefits provided to the Executive pursuant to this Agreement will not be subject to taxation under Code Section 409A. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income received by the Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to the Executive and the Company’s obligations to timely make Gross-Up Payments under Section 11 of the Agreement, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to the Executive pursuant to this Agreement.

Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

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6. Section 409A. Company and the Executive agree to execute any and all amendments to this Amendment permitted under applicable law as they mutually agree in good faith may be necessary to comply with Code Section 409A.

7. Affirmation. This Amendment is to be read and construed with the Agreement as constituting one and the same agreement. Except as specifically modified by this Amendment, all remaining provisions, terms and conditions of the Agreement shall remain in full force and effect.

8. Defined Terms. All terms not herein defined shall have the meanings ascribed to them in the Agreement.

9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have signed this Amendment on the date first above written.

Date:	11/20/2008	INVITROGEN CORPORATION
		By:	/s/    John A. Cottingham
		Name:	John A. Cottingham
		Title:	Senior V.P.
Date:	11/18/2008	DAVID F. HOFFMEISTER
		By:	/s/     David F. Hoffmeister

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EX-99.10

Exhibit 99.10

AMENDMENT TO CHANGE IN CONTROL AGREEMENT

THIS AMENDMENT to the CHANGE-IN-CONTROL AGREEMENT (the “Amendment”) is made and entered into as of November 21, 2008, by and between INVITROGEN CORPORATION, a Delaware corporation (the “Company”) and Pete M. Leddy (“Executive”).

W I T N E S S E T H:

WHEREAS, Company and Executive entered into a Change-in-Control Agreement, dated as of July 5, 2005 (the “Agreement”) and certain of such Agreement’s provisions were modified by a Limited Waiver and Release of Rights to Terminate for Good Reason under the Change in Control Agreement, dated as of November 21, 2008; and

WHEREAS, the parties wish to amend the terms of the Agreement in order to comply with the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and in the Agreement, Company and Executive agree as follows:

1. Payment of Annual Bonus. The provision requiring payment of an annual bonus to the Executive is hereby amended such that the last sentence of section 4(b)(ii) of the Agreement is amended to read as follows:

Each such Annual Bonus shall be paid within 2 1/2 months after the end of the applicable Plan Year as defined in the applicable plan unless the Executive has properly and timely elected to defer the receipt of such Annual Bonus pursuant to the terms of the Company’s applicable deferred compensation plans in effect at that time.

2. Good Reason Definition. Section 5(c)(v) of the Agreement is amended to correct a typographical error such that the section 5(c)(v) shall read as follows:

(v) any failure by any successor to the Company to comply with Section 16(c) of this Agreement, provided that such successor has received at least ten (10) days prior written notice from the Company or the Executive of the requirements of Section 16(c) of this Agreement.

3. Obligations of the Company Upon Termination. The sentence in Section 6(a) of the Agreement that currently reads “All Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of

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the Date of Termination.” shall be entirely restated to read as follows: All Accrued Obligations shall be paid to the Executive’s estate or beneficiary in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The sentence in Section 6(b) of the Agreement that currently reads “All Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: All Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The sentence in Section 6(c) of the Agreement that currently reads “In such case, all Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The phrase in Section 6(d)(i) of the Agreement that currently reads “Date of termination.” shall be corrected to read: “Date of Termination.”

The following text is hereby appended after the word “documentation” in Section 6(d)(ii) of the Agreement: “with the Company’s payment to Executive occurring within 45 days of the Company’s receipt of such applicable receipts or other documentation and this Section 6(d)(ii) shall be applicable through 24 months after the Date of Termination.”

4. Gross-Up Payment Amount. The Gross-Up Payment Amount provision set forth in Section 11 of the Agreement, which entitles the Executive to an additional payment from the Company if any payment(s) under the Agreement are subject to the excise tax imposed by Section 4999 of the Code, is hereby amended to add the following new section 11(e) to the end thereof:

(e) In all events, the Gross-Up Payment, if any, shall be paid in full to Executive not later than the fifteenth day after the initial due date by which Executive must remit the Excise Tax.

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5. Payment Restrictions Related to Section 409A Compliance. In order to comply with the requirements of Code Section 409A, “specified employees” may not receive certain nonqualified deferred compensation amounts that would be paid on account of separation from service until six months after their “separation from service” and must be reimbursed for expenses within requisite time periods; therefore a new Section 18 is hereby added to the Agreement to read as follows:

Section 18. Section 409A Compliance. Notwithstanding anything set forth in this Agreement to the contrary and only to the extent necessary to comply with the requirements of Code Section 409A, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the final Treasury Regulations issued pursuant to Code Section 409A shall be paid unless and until the Executive has incurred a termination of employment that qualifies as a “separation from service” within the meaning of Code Section 409A Regulations. Furthermore, to the extent that the Executive is a “specified employee” within the meaning of the Code Section 409A and only to the extent necessary to comply with the requirements of Code Section 409A, as of the date of the Executive’s separation from service, any amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall instead be paid to the Executive on the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section 18, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

The Company intends that payments or benefits provided to the Executive pursuant to this Agreement will not be subject to taxation under Code Section 409A. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income received by the Executive pursuant to this Agreement. In any event, except for the Company’s obligations to (i) properly withhold applicable income and employment taxes from compensation paid or provided to the Executive, (ii) timely make Gross-Up Payments as specified under Section 11 of the Agreement, and (iii) determine in good faith the amounts and timing of payments of nonqualified deferred compensation amounts (if any) that are to be paid to Executive, the Company shall not be responsible for the payment of any applicable taxes that are imposed on Executive for compensation paid or provided to the Executive pursuant to this Agreement.

Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

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6. Section 409A. Company and the Executive agree to execute any and all amendments to this Amendment permitted under applicable law as they mutually agree in good faith may be necessary to comply with Code Section 409A.

7. Affirmation. This Amendment is to be read and construed with the Agreement as constituting one and the same agreement. Except as specifically modified by this Amendment, all remaining provisions, terms and conditions of the Agreement shall remain in full force and effect.

8. Defined Terms. All terms not herein defined shall have the meanings ascribed to them in the Agreement.

9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have signed this Amendment on the date first above written.

Date: 11/20/2008		INVITROGEN CORPORATION
		By: Name:	/s/    John A. Cottingham John A. Cottingham
		Title:	Senior Vice President
Date:	11/17/2008	PETE M. LEDDY
		By:	/s/    Pete M. Leddy

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EX-99.11

Exhibit 99.11

AMENDMENT TO CHANGE IN CONTROL AGREEMENT

THIS AMENDMENT to the CHANGE-IN-CONTROL AGREEMENT (the “Amendment”) is made and entered into as of November 21, 2008, by and between INVITROGEN CORPORATION, a Delaware corporation (the “Company”) and Claude D. Benchimol (“Executive”).

W I T N E S S E T H:

WHEREAS, Company and Executive entered into a Change-in-Control Agreement, dated as of October 16, 2003 (the “Agreement”) and certain of such Agreement’s provisions were modified by a Limited Waiver and Release of Rights to Terminate for Good Reason under the Change in Control Agreement, dated as of November 21, 2008; and

WHEREAS, the parties wish to amend the terms of the Agreement in order to comply with the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and in the Agreement, Company and Executive agree as follows:

1. Payment of Annual Bonus. The provision requiring payment of an annual bonus to the Executive is hereby amended such that the last sentence of section 4(b)(ii) of the Agreement is amended to read as follows:

Each such Annual Bonus shall be paid within 2 ¹/2 months after the end of the applicable Plan Year as defined in the applicable plan unless the Executive has properly and timely elected to defer the receipt of such Annual Bonus pursuant to the terms of the Company’s applicable deferred compensation plans in effect at that time.

2. Good Reason Definition. Section 5(c)(v) of the Agreement is amended to correct a typographical error such that the section 5(c)(v) shall read as follows:

(v) any failure by any successor to the Company to comply with Section 16(c) of this Agreement, provided that such successor has received at least ten (10) days prior written notice from the Company or the Executive of the requirements of Section 16(c) of this Agreement.

3. Obligations of the Company Upon Termination. The sentence in Section 6(a) of the Agreement that currently reads “All Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: All Accrued

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Obligations shall be paid to the Executive’s estate or beneficiary in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The sentence in Section 6(b) of the Agreement that currently reads “All Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: All Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The sentence in Section 6(c) of the Agreement that currently reads “In such case, all Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The phrase in Section 6(d)(i) of the Agreement that currently reads “Date of termination.” shall be corrected to read: “Date of Termination.”

The following text is hereby appended after the word “documentation” in Section 6(d)(ii) of the Agreement: “with the Company’s payment to Executive occurring within 45 days of the Company’s receipt of such applicable receipts or other documentation and this Section 6(d)(ii) shall be applicable through 24 months after the Date of Termination.”

4. Gross-Up Payment Amount. The Gross-Up Payment Amount provision set forth in Section 11 of the Agreement, which entitles the Executive to an additional payment from the Company if any payment(s) under the Agreement are subject to the excise tax imposed by Section 4999 of the Code, is hereby amended to add the following new section 11(e) to the end thereof:

(e) In all events, the Gross-Up Payment, if any, shall be paid in full to Executive not later than the fifteenth day after the initial due date by which Executive must remit the Excise Tax.

5. Payment Restrictions Related to Section 409A Compliance. In order to comply with the requirements of Code Section 409A, “specified employees” may not receive certain nonqualified deferred compensation amounts that would be paid on

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account of separation from service until six months after their “separation from service” and must be reimbursed for expenses within requisite time periods; therefore a new Section 18 is hereby added to the Agreement to read as follows:

Section 18. Section 409A Compliance. Notwithstanding anything set forth in this Agreement to the contrary and only to the extent necessary to comply with the requirements of Code Section 409A, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the final Treasury Regulations issued pursuant to Code Section 409A shall be paid unless and until the Executive has incurred a termination of employment that qualifies as a “separation from service” within the meaning of Code Section 409A Regulations. Furthermore, to the extent that the Executive is a “specified employee” within the meaning of the Code Section 409A and only to the extent necessary to comply with the requirements of Code Section 409A, as of the date of the Executive’s separation from service, any amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall instead be paid to the Executive on the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section 18, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

The Company intends that payments or benefits provided to the Executive pursuant to this Agreement will not be subject to taxation under Code Section 409A. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income received by the Executive pursuant to this Agreement. In any event, except for the Company’s obligations to (i) properly withhold applicable income and employment taxes from compensation paid or provided to the Executive, (ii) timely make Gross-Up Payments as specified under Section 11 of the Agreement, and (iii) determine in good faith the amounts and timing of payments of nonqualified deferred compensation amounts (if any) that are to be paid to Executive, the Company shall not be responsible for the payment of any applicable taxes that are imposed on Executive for compensation paid or provided to the Executive pursuant to this Agreement.

Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

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6. Section 409A. Company and the Executive agree to execute any and all amendments to this Amendment permitted under applicable law as they mutually agree in good faith may be necessary to comply with Code Section 409A.

7. Affirmation. This Amendment is to be read and construed with the Agreement as constituting one and the same agreement. Except as specifically modified by this Amendment, all remaining provisions, terms and conditions of the Agreement shall remain in full force and effect.

8. Defined Terms. All terms not herein defined shall have the meanings ascribed to them in the Agreement.

9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have signed this Amendment on the date first above written.

Date:	11/20/2008	INVITROGEN CORPORATION
		By:	/s/    John A. Cottingham
		Name:	John A. Cottingham
		Title:	Sr. V.P.
Date:	11/18/2008	Claude D. Benchimol
		By:	/s/    Claude D. Benchimol

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EX-99.12

Exhibit 99.12

AMENDMENT TO CHANGE IN CONTROL AGREEMENT

THIS AMENDMENT to the CHANGE-IN-CONTROL AGREEMENT (the “Amendment”) is made and entered into as of November 21^st, 2008, by and between INVITROGEN CORPORATION, a Delaware corporation (the “Company”) and Nicolas Barthelemy (“Executive”).

W I T N E S S E T H:

WHEREAS, Company and Executive entered into a Change-in-Control Agreement, dated as of March 10, 2004 (the “Agreement”) and certain of such Agreement’s provisions were modified by a Limited Waiver and Release of Rights to Terminate for Good Reason under the Change in Control Agreement, dated as of November 21, 2008; and

WHEREAS, the parties wish to amend the terms of the Agreement in order to comply with the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and in the Agreement, Company and Executive agree as follows:

1. Payment of Annual Bonus. The provision requiring payment of an annual bonus to the Executive is hereby amended such that the last sentence of section 4(b)(ii) of the Agreement is amended to read as follows:

Each such Annual Bonus shall be paid within 2 1/2 months after the end of the applicable Plan Year as defined in the applicable plan unless the Executive has properly and timely elected to defer the receipt of such Annual Bonus pursuant to the terms of the Company’s applicable deferred compensation plans in effect at that time.

2. Good Reason Definition. Section 5(c)(v) of the Agreement is amended to correct a typographical error such that the section 5(c)(v) shall read as follows:

(v) any failure by any successor to the Company to comply with Section 16(c) of this Agreement, provided that such successor has received at least ten (10) days prior written notice from the Company or the Executive of the requirements of Section 16(c) of this Agreement.

3. Obligations of the Company Upon Termination. The sentence in Section 6(a) of the Agreement that currently reads “All Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: All

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Accrued Obligations shall be paid to the Executive’s estate or beneficiary in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The sentence in Section 6(b) of the Agreement that currently reads “All Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: All Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The sentence in Section 6(c) of the Agreement that currently reads “In such case, all Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination.” shall be entirely restated to read as follows: In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. Notwithstanding the foregoing, some or all of the Accrued Obligations shall be paid earlier than the time frame specified in the preceding sentence as necessary to comply with applicable law.

The phrase in Section 6(d)(i) of the Agreement that currently reads “Date of termination.” shall be corrected to read: “Date of Termination.”

The following text is hereby appended after the word “documentation” in Section 6(d)(ii) of the Agreement: “with the Company’s payment to Executive occurring within 45 days of the Company’s receipt of such applicable receipts or other documentation and this Section 6(d)(ii) shall be applicable through 24 months after the Date of Termination.”

4. Gross-Up Payment Amount. The Gross-Up Payment Amount provision set forth in Section 11 of the Agreement, which entitles the Executive to an additional payment from the Company if any payment(s) under the Agreement are subject to the excise tax imposed by Section 4999 of the Code, is hereby amended to add the following new section 11(e) to the end thereof:

(e) In all events, the Gross-Up Payment, if any, shall be paid in full to Executive not later than the fifteenth day after the initial due date by which Executive must remit the Excise Tax.

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5. Payment Restrictions Related to Section 409A Compliance. In order to comply with the requirements of Code Section 409A, “specified employees” may not receive certain nonqualified deferred compensation amounts that would be paid on account of separation from service until six months after their “separation from service” and must be reimbursed for expenses within requisite time periods; therefore a new Section 18 is hereby added to the Agreement to read as follows:

Section 18. Section 409A Compliance. Notwithstanding anything set forth in this Agreement to the contrary and only to the extent necessary to comply with the requirements of Code Section 409A, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the final Treasury Regulations issued pursuant to Code Section 409A shall be paid unless and until the Executive has incurred a termination of employment that qualifies as a “separation from service” within the meaning of Code Section 409A Regulations. Furthermore, to the extent that the Executive is a “specified employee” within the meaning of the Code Section 409A and only to the extent necessary to comply with the requirements of Code Section 409A, as of the date of the Executive’s separation from service, any amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall instead be paid to the Executive on the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section 18, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

The Company intends that payments or benefits provided to the Executive pursuant to this Agreement will not be subject to taxation under Code Section 409A. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income received by the Executive pursuant to this Agreement. In any event, except for the Company’s obligations to (i) properly withhold applicable income and employment taxes from compensation paid or provided to the Executive, (ii) timely make Gross-Up Payments as specified under Section 11 of the Agreement, and (iii) determine in good faith the amounts and timing of payments of nonqualified deferred compensation amounts (if any) that are to be paid to Executive, the Company shall not be responsible for the payment of any applicable taxes that are imposed on Executive for compensation paid or provided to the Executive pursuant to this Agreement.

Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

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6. Section 409A. Company and the Executive agree to execute any and all amendments to this Amendment permitted under applicable law as they mutually agree in good faith may be necessary to comply with Code Section 409A.

7. Affirmation. This Amendment is to be read and construed with the Agreement as constituting one and the same agreement. Except as specifically modified by this Amendment, all remaining provisions, terms and conditions of the Agreement shall remain in full force and effect.

8. Defined Terms. All terms not herein defined shall have the meanings ascribed to them in the Agreement.

9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have signed this Amendment on the date first above written.

Date:	11/20/2008	INVITROGEN CORPORATION
		By:	/s/    John A. Cottingham
		Name:	John A. Cottingham
		Title:	Senior Vice President
Date:	11/18/2008	NICOLAS BARTHELEMY
		By:	/s/    Nicolas Barthelemy

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EX-99.13

Exhibit 99.13

FOR IMMEDIATE RELEASE

INVITROGEN AND APPLIED BIOSYSTEMS COMPLETE MERGER

Combined Company, Called Life Technologies Corporation, is a Global Leader in Biotechnology Reagents and Systems

Company to Begin Trading Under Ticker Symbol LIFE

Carlsbad, Calif., November 21, 2008 – Invitrogen Corporation (NASDAQ: IVGN) and Applied Biosystems Inc. (NYSE: ABI) today announced the successful completion of their merger transaction. The new company will be named Life Technologies Corporation and will be traded on the NASDAQ Global Select Market under the ticker symbol “LIFE” beginning November 24, 2008.

“This is an exciting time in the history of Invitrogen and Applied Biosystems,” said Greg Lucier, Chairman and Chief Executive Officer of Life Technologies. “By combining these two highly respected brands, we are not only creating a stronger company, but an industry thought leader, uniquely positioned to help our customers accelerate and drive new discoveries and commercial applications.

“On behalf of the new management team, I want to welcome all employees to our new company,” Lucier added. “I am confident that together we will change the future of life science.”

Merger Consideration Election Results

Preliminary results of elections made by Applied Biosystems stockholders regarding their preferences as to the form of merger consideration were announced on November 20, 2008. The majority of Applied Biosystems stockholders elected to receive their consideration in the form of all cash. As a result, those stockholders who have elected to receive the cash consideration will receive slightly more cash and slightly fewer shares than they would have received if they had elected the mixed consideration. The company expects to have final election results and pro-rated disbursement figures determined by November 28, 2008, at which time the company will make an announcement with such figures. Disbursements of proceeds are expected to be made no later than the first week of December.

About Life Technologies

Life Technologies (NASDAQ: LIFE) is a global biotechnology tools company dedicated to improving the human condition. Our systems, consumables and services enable researchers to accelerate scientific exploration, driving to discoveries and developments that make life even better. Life Technologies customers do their work across the biological spectrum, working to advance personalized medicine, regenerative science, molecular diagnostics, agricultural and environmental research, and 21st century

forensics. The company has historical sales of approximately $3.5 billion, employs 9,500 people, has a presence in more than 100 countries, and possesses a rapidly growing intellectual property estate of over 3,600 patents and exclusive licenses. Life Technologies was created by the combination of Invitrogen Corporation and Applied Biosystems Inc. For more information on how we are making a difference please visit our website www.lifetechnologies.com

Safe Harbor Statement

Certain statements contained in this press release are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is Life Technologies intent that such statements be protected by the safe harbor created thereby. Potential risks and uncertainties include, but are not limited to: potential difficulties that may be encountered in integrating the merged businesses; potential uncertainties regarding market acceptance of Life Technologies; Life Technologies’ ability to protect its intellectual property rights; competitive responses to the merger; an economic downturn, including the deterioration in economic and market conditions currently being experienced; risks that revenues may be lower than expected; Life Technologies’ ability to make accurate estimates and control costs; Life Technologies’ and its partners’ ability to bid on, win, perform and renew contracts and projects; the need to develop new products and adapt to significant technological change; exposure to environmental liabilities and litigation; liabilities for pending and future litigation; the impact of changes in laws and regulations; industry competition; Life Technologies’ ability to attract and retain key employees; employee, agent or partner misconduct; risks associated with changes in equity-based compensation requirements; Life Technologies’ leveraged position and ability to service debt; risks associated with international operations; third-party software risks; terrorist and natural disaster risks; anti-takeover risks and other factors; as well as other risks and uncertainties detailed from time to time in Life Technologies’ Securities and Exchange Commission filings.

Contact Information:

Amanda Clardy

760-476-7075

Amanda.clardy@invitrogen.com

Farnaz Khadem

760-603-7245

Farnaz.khadem@invitrogen.com

EX-99.14

Exhibit 99.14

FOR IMMEDIATE RELEASE

Life Technologies Announces Final Results of Election

Regarding Invitrogen and Applied Biosystems Merger Consideration

Carlsbad, Calif., November 26, 2008 – Life Technologies Corporation (NASDAQ: LIFE) today announced the final results of elections made by Applied Biosystems stockholders regarding their preferences as to the form of merger consideration they will receive in connection with the acquisition of Applied Biosystems by Invitrogen. The allocation of the merger consideration was computed using the formula contained in the merger agreement. Pro-ration of the merger consideration was required due to the available cash consideration being oversubscribed.

Of the 177,916,930 shares of Applied Biosystems common stock outstanding as of November 21, 2008, holders of:

• 142,000,428 shares, or approximately 80% of outstanding shares, elected to receive cash. Due to final pro-ration results, these holders will receive $18.65 (as rounded) in cash and .4427 shares of LIFE stock (formerly known as Invitrogen and traded under the ticker symbol “IVGN”) for every one share of ABI stock owned;

• 4,460,347 shares, or approximately 2% of outstanding shares, elected to receive LIFE stock. These holders will receive .8261 shares of LIFE stock for every one share of ABI stock owned. In addition, these holders will receive $1.91 (as rounded) for every one share of ABI stock owned;

• 11,656,441 shares, or approximately 7%, elected to receive mixed consideration consisting of part cash and part Life Technologies common stock. These holders will receive $18.15 (as rounded) in cash and .4543 shares of LIFE stock for every one share of ABI stock owned; and

• 19,799,714 shares, or approximately 11%, did not make a valid election and therefore were deemed to have elected to receive mixed consideration, entitling them to receive consideration consisting of part cash and part LIFE stock. These holders will receive $18.15 (as rounded) in cash and .4543 shares of LIFE stock for every one share of ABI stock owned.

Disbursements of proceeds are expected to be made during the first week of December. If the merger consideration to be received by an Applied Biosystems stockholder would otherwise result in the receipt of a fractional share of LIFE stock, cash in lieu of the fractional share will be paid in an amount equal to $22.23 (the closing price of Invitrogen on November 21, 2008) multiplied by

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the share fraction. Due to the closing price of Invitrogen on November 21, 2008, the merger consideration may be taxable to Applied Biosystems stockholders. Former Applied Biosystems stockholders are encouraged to obtain the advice of their personal tax advisors regarding the specific tax consequences to them of the merger and its effect to them.

About Life Technologies

Life Technologies Corporation (NASDAQ: LIFE) is a global biotechnology tools company dedicated to improving the human condition. Our systems, consumables and services enable researchers to accelerate scientific exploration, driving to discoveries and developments that make life even better. Life Technologies customers do their work across the biological spectrum, working to advance personalized medicine, regenerative science, molecular diagnostics, agricultural and environmental research, and 21st century forensics. The company has historical sales of approximately $3.5 billion, employs 9,500 people, has a presence in more than 100 countries, and possesses a rapidly growing intellectual property estate of over 3,600 patents and exclusive licenses. Life Technologies was created by the combination of Invitrogen Corporation and Applied Biosystems Inc. For more information on how we are making a difference please visit our website www.lifetechnologies.com

Safe Harbor Statement

Certain statements contained in this press release are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is Life Technologies intent that such statements be protected by the safe harbor created thereby. Potential risks and uncertainties include, but are not limited to: potential difficulties that may be encountered in integrating the merged businesses; potential uncertainties regarding market acceptance of Life Technologies; Life Technologies’ ability to protect its intellectual property rights; competitive responses to the merger; an economic downturn, including the deterioration in economic and market conditions currently being experienced; risks that revenues may be lower than expected; Life Technologies’ ability to make accurate estimates and control costs; Life Technologies’ and its partners’ ability to bid on, win, perform and renew contracts and projects; the need to develop new products and adapt to significant technological change; exposure to environmental liabilities and litigation; liabilities for pending and future litigation; the impact of changes in laws and regulations; industry competition; Life Technologies’ ability to attract and retain key employees; employee, agent or partner misconduct; risks associated with changes in equity-based compensation requirements; Life Technologies’ leveraged position and ability to service debt; risks associated with international operations; third-party software risks; terrorist and natural disaster risks; anti-takeover risks and other factors; as well as other risks and uncertainties detailed from time to time in Life Technologies’ Securities and Exchange Commission filings.

Contact Information:

Amanda Clardy

760-476-7075

Amanda.clardy@lifetech.com

William Craumer

650-638-6382

craumewc@appliedbiosystems.com

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