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): December 19, 2005

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-10606
(Commission File Number) 77-0148231
(I.R.S. Employer
Identification No.)

2655 Seely Avenue, Building 5	95134
San Jose, California
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:     (408) 943-1234

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

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

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

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

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

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3

Item 1.01. Entry into a Material Definitive Agreement.

     In late December 2005, Cadence Design Systems, Inc. (“Cadence”) will receive an extraordinary cash dividend of approximately $500 million from Castlewilder (“Castlewilder”), a company incorporated in Ireland and a wholly-owned subsidiary of Cadence, repatriating certain foreign earnings pursuant to the American Jobs Creation Act of 2004 (the “Act”). Cadence will record a related incremental tax liability of approximately $35 million during the fourth quarter of 2005.

     Approximately $340 million of the dividend will be funded from cash on hand held by various foreign subsidiaries of Cadence. The remaining $160 million will be funded from the entire proceeds of a term facility agreement (the “Credit Agreement”) entered into on December 19, 2005 between Castlewilder, Banc of America Securities LLC as lead arranger, Bank of America, N.A. as Administrative Agent and the lender parties thereto.

     The Credit Agreement provides for a three-year $160 million unsecured term loan which was borrowed by Castlewilder on December 19, 2005. With the consent of all of the lenders, Castlewilder may, at the end of the second year of the loan, extend the maturity date of the loan by an additional 365 days. During the term of the Credit Agreement, Castlewilder has the option to choose between two interest rates: either a base rate equal to the higher of the Federal Funds Rate plus .50% or the “prime rate” publicly announced by Bank of America, N.A., or a LIBOR-based rate equal to LIBOR plus .0625%. The loan initially is a base rate loan that will convert on December 22, 2005 into a LIBOR loan which accrues interest monthly at a rate equal to LIBOR plus .0625%. The interest rate for the loan may be increased to compensate the lenders for their costs of complying with certain laws, regulations and authorities, if any. The margin with respect to the loan (if the loan is a LIBOR loan) may also be increased or decreased depending upon the consolidated leverage ratio of Cadence. Castlewilder is obligated to repay the outstanding principal amount of the loan in quarterly installments in amounts equal to 5.0% per quarter during the first year of the loan, 7.5% per quarter during the second year of the loan and 12.5% per quarter during the third year of the loan (with the quarterly repayment amount to be adjusted to 6.25% per quarter during the third and fourth years of the loan if the maturity date of the loan is extended). Castlewilder is also obligated to pay accrued interest on the last day of each month or other interest period that Castlewilder may select under the terms of the Credit Agreement. If the loan is converted into a base rate loan, Castlewilder is obligated to pay accrued interest on the last day of each quarter.

     Castlewilder’s obligations under the Credit Agreement are unconditionally guaranteed by Cadence and Cadence Technology Limited (“CTL”), a company incorporated in Ireland and a wholly-owned subsidiary of Castlewilder, pursuant to guaranties entered into by Cadence and CTL in favor of the lenders on December 19, 2005 (collectively, the “Guaranties”).

     In the event of (i) non-payment of any amounts due under the financing documents, (ii) non-compliance with any other provisions of the financing documents, (iii) any representation or statement made in the financing documents proving to have been incorrect or misleading at the time it was made, (iv) certain insolvency events, insolvency proceedings or creditor’s process with respect to Castlewilder and CTL, (v) Castlewilder or CTL ceasing to be either direct or indirect wholly-owned subsidiaries of Cadence, (vi) it becoming unlawful for Castlewilder, CTL or Cadence to perform any material obligation under the financing documents, or (vii) any default under the Cadence Guaranty, then the Administrative Agent may declare that all or part of the loan, together with accrued interest and all other amounts accrued and outstanding under the financing documents, to be immediately due and payable.

     The Credit Agreement and the CTL Guaranty also contain certain customary representations and warranties, affirmative and negative covenants and indemnification obligations of Castlewilder and CTL. The Credit Agreement also provides for certain tax gross-up payment obligations of Castlewilder. The Cadence Guaranty also contains representations and warranties, affirmative covenants, negative covenants relating to, among other matters, incurrence of liens and indebtedness, the making of investments and asset dispositions, as well as a requirement to maintain a minimum consolidated interest coverage ratio and consolidated leverage ratio. Cadence’s breach of any of these covenants would cause an event of default under the Cadence Guaranty and allow the Administrative Agent to declare that all or part of the loan, together with accrued interest and all other amounts accrued and outstanding under the financing documents, to be immediately due and payable. The Cadence Guaranty also contains indemnification obligations on the part of Cadence.

     The description of the the Credit Agreement and the loan set forth above is qualified in its entirety by the complete text of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein and Item 2.03 below. The description of the Guaranties set forth above is qualified in its entirety by the complete text of the Guaranties, copies of which are attached hereto as Exhibits 10.2. and 10.3 and are incorporated by reference herein and Item 2.03 below.

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

     The information provided under Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit	Description
10.1	Term Facility Agreement dated as of December 19, 2005 among Castlewilder as borrower, Banc of America Securities LLC as lead arranger and the lender parties thereto.
10.2	Guaranty dated as of December 19, 2005 made by Cadence Design Systems, Inc. in favor of Bank of America, N.A. as Administrative Agent and the lender parties thereto.
10.3	Guaranty dated as of December 19, 2005 made by Cadence Technology Limited in favor of Bank of America, N.A. as Administrative Agent and the lender parties thereto.

SIGNATURES

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

Dated:     December 20, 2005
	CADENCE DESIGN SYSTEMS, INC.
	By:	/s/ William Porter
		William Porter
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
10.1	Term Facility Agreement dated as of December 19, 2005 among Castlewilder as borrower, Banc of America Securities LLC as lead arranger and the lender parties thereto.
10.2	Guaranty dated as of December 19, 2005 made by Cadence Design Systems, Inc. in favor of Bank of America, N.A. as the Administrative Agent and the lender parties thereto.
10.3	Guaranty dated as of December 19, 2005 made by Cadence Technology Limited in favor of Bank of America, N.A. as the Administrative Agent and the lender parties thereto.

EX-10.1

Exhibit 10.1

EXECUTION VERSION

Dated 19 December 2005

TERM FACILITY AGREEMENT

US$160,000,000

FACILITY AGREEMENT

for

CASTLEWILDER
as Borrower

arranged by

BANC OF AMERICA SECURITIES LLC

with

BANK OF AMERICA, N.A.
acting as Administrative Agent

WHITE & CASE
5 Old Broad Street
London EC2N 1DW

TABLE OF CONTENTS

Clause		Page
1.	DEFINITIONS AND INTERPRETATION		1
	1.1 Definitions		1
	1.2 Construction		11
	1.3 Third party rights		12
2.	THE FACILITY		13
	2.1 The Facility		13
	2.2 [Reserved]		13
	2.3 Finance Parties’ Rights and Obligations		13
3.	PURPOSE		13
	3.1 Purpose		13
	3.2 Monitoring		13
4.	CONDITIONS OF UTILISATION		13
	4.1 Initial conditions precedent		13
	4.2 Further conditions precedent		14
5.	UTILISATION		14
	5.1 Delivery of a Utilisation Request		14
	5.2 Completion of a Utilisation Request		14
	5.3 Currency and amount		14
	5.4 Lenders’ participation		15
6.	REPAYMENT		15
	6.1 Repayment of the Loan		15
	6.2 Reborrowing		15
7.	PREPAYMENT AND CANCELLATION		16
	7.1 Illegality		16
	7.2 Voluntary Prepayment of the Loan		16
	7.3 Right of Repayment and Cancellation in Relation to a Single Lender		16
	7.4 Restrictions		17
	7.5 Extension of Maturity Date		17
8.	INTEREST		18
	8.1 Calculation of Interest		18
	8.2 Payment of Interest		18
	8.3 Margin Adjustment		18
	8.4 Default Interest		19
	8.5 Notification of Rates of Interest		19
9.	INTEREST PERIODS; CONVERSIONS		20
	9.1 Selection of Interest Periods		20
	9.2 Conversions		20
	9.3 Non-Business Days		20

(i)

TABLE OF CONTENTS
(continued)

Clause		Page
10.	CHANGES TO THE CALCULATION OF INTEREST		21
	10.1 [Reserved]		21
	10.2 Market disruption		21
	10.3 Alternative Basis of Interest or Funding		21
	10.4 Break Costs		21
11.	FEES		22
	11.1 Upfront Fee		22
	11.2 Arrangement Fee		22
	11.3 Agency Fee		22
12.	TAX GROSS UP AND INDEMNITIES		22
	12.1 Definitions		22
	12.2 Tax Gross-Up		23
	12.3 Tax Indemnity		23
	12.4 Tax Credit		24
	12.5 Stamp Taxes		25
	12.6 Value Added Tax		25
13.	INCREASED COSTS		25
	13.1 Increased Costs		25
	13.2 Increased Cost Claims		26
	13.3 Exceptions		26
14.	OTHER INDEMNITIES		26
	14.1 Currency Indemnity		26
	14.2 Other Indemnities		27
	14.3 Indemnity to the Administrative Agent		28
15.	MITIGATION BY THE LENDERS		28
	15.1 Mitigation		28
	15.2 Limitation of Liability		28
16.	COSTS AND EXPENSES		28
	16.1 Transaction Expenses		28
	16.2 Amendment Costs		29
	16.3 Enforcement Costs		29
17.	REPRESENTATIONS AND WARRANTIES		29
	17.1 Corporate Existence and Status		29
	17.2 Binding Obligations		30
	17.3 Non-conflict with other Obligations		30
	17.4 Power and Authority		30
	17.5 Governmental Authorisation and Other Consents		30
	17.6 Validity and Admissibility in Evidence		30
	17.7 [Reserved]		31
	17.8 No Filing or Stamp Taxes		31
	17.9 No Default		31

(ii)

TABLE OF CONTENTS
(continued)

Clause		Page
	17.10 No Misleading Information		31
	17.11 Financial Statements		32
	17.12 Margin Regulations		32
	17.13 Ownership of Property and Security		32
	17.14 Taxes		32
	17.15 Material Subsidiaries; Equity Interests		33
	17.16 Compliance with Laws		33
	17.17 Pari Passu Ranking		33
	17.18 No Proceedings Pending or Threatened		33
	17.19 Guaranties		33
18.	INFORMATION UNDERTAKINGS		33
	18.1 Notification of Default		34
	18.2 “Know Your Customer” Checks		34
19.	[RESERVED]		35
20.	GENERAL UNDERTAKINGS		35
	20.1 Authorisations		35
	20.2 Compliance with Laws and Contractual Obligations		35
	20.3 Negative Pledge		35
	20.4 Disposals		37
	20.5 Change of Business		38
	20.6 Payment of Obligations		38
	20.7 Preservation of Existence		38
	20.8 Books and Records		39
	20.9 [Reserved]		39
	20.10 Use of Proceeds		39
	20.11 Transactions with Affiliates		39
	20.12 Governing Law and Enforcement		39
21.	EVENTS OF DEFAULT		40
	21.1 Non-payment		40
	21.2 Other Obligations		40
	21.3 Misrepresentation		40
	21.4 Insolvency		40
	21.5 Insolvency Proceedings		40
	21.6 Creditors’ Process		41
	21.7 Ownership of the Borrower and CTL		41
	21.8 Unlawfulness		41
	21.9 Guaranty Default		41
	21.10 Acceleration		42
22.	CHANGES TO THE LENDERS		42
	22.1 Assignments and Transfers by the Lenders		42
	22.2 Conditions of Assignment or Transfer		42
	22.3 Assignment or Transfer Fee		43

(iii)

TABLE OF CONTENTS
(continued)

Clause		Page
	22.4 Limitation of Responsibility of Existing Lenders		44
	22.5 Procedure for Transfer		45
	22.6 Copy of Transfer Certificate to Borrower		46
	22.7 Disclosure of Information		46
	22.8 Participations		46
	22.9 Limitations upon Participant Rights		47
23.	ROLE OF THE ADMINISTRATIVE AGENT AND THE ARRANGER		47
	23.1 Appointment of the Administrative Agent		47
	23.2 Duties of the Administrative Agent		47
	23.3 Role of the Arranger		48
	23.4 No Fiduciary Duties		48
	23.5 Business with the Group		48
	23.6 Rights and Discretions of the Administrative Agent		48
	23.7 Majority Lenders’ Instructions		49
	23.8 Responsibility for Documentation		50
	23.9 Exclusion of Liability		50
	23.10 Lenders’ Indemnity to the Administrative Agent		50
	23.11 Resignation of the Administrative Agent		51
	23.12 Confidentiality		51
	23.13 Relationship with the Lenders		52
	23.14 Credit Appraisal by the Lenders		52
	23.15 [Reserved]		52
	23.16 [Reserved]		52
	23.17 Deduction from Amounts Payable by the Administrative Agent		52
24.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES		53
25.	SHARING AMONG THE FINANCE PARTIES		53
	25.1 Payments to Finance Parties		53
	25.2 Redistribution of Payments		53
	25.3 Recovering Finance Party’s Rights		54
	25.4 Reversal of Redistribution		54
	25.5 Exceptions		54
26.   PAYMENT MECHANICS			55
	26.1 Payments to the Administrative Agent		55
	26.2 Distributions by the Administrative Agent		55
	26.3 Distributions to an Obligor		55
	26.4 Clawback		55
	26.5 Partial Payments		56
	26.6 No Set-off by the Borrower		56
	26.7 Business Days		56
	26.8 Currency of Account		56
	26.9 Change of Currency		57

(iv)

TABLE OF CONTENTS
(continued)

Clause		Page
27.	SET-OFF		57
28.	NOTICES		57
	28.1 Communications in Writing		57
	28.2 Addresses		58
	28.3 Delivery		58
	28.4 Notification of Address and Fax Number		59
	28.5 Electronic Communication		59
	28.6 English Language		59
29.	CALCULATIONS AND CERTIFICATES		60
	29.1 Accounts		60
	29.2 Certificates and Determinations		60
	29.3 Day Count Convention		60
30.	PARTIAL INVALIDITY		60
31.	REMEDIES AND WAIVERS		60
32.	AMENDMENTS AND WAIVERS		60
	32.1 Required Consents		60
	32.2 Exceptions		61
33.	COUNTERPARTS		61
34.	GOVERNING LAW		61
35.	ENFORCEMENT		61
	35.1 Jurisdiction		61
	35.2 Service of Process		63
36.	USA PATRIOT ACT NOTICE		63

SCHEDULE 1 THE ORIGINAL PARTIES	64
SCHEDULE 2 CONDITIONS PRECEDENT	66
SCHEDULE 3 REQUESTS AND NOTICES	69
SCHEDULE 4 MANDATORY COST FORMULA	71
SCHEDULE 5 FORM OF TRANSFER CERTIFICATE	74
SCHEDULE 6 EXISTING SECURITY	76
SCHEDULE 7 MATERIAL SUBSIDIARIES AND EQUITY INTERESTS	77
SCHEDULE 8 FORM OF PARENT GUARANTY	78
SCHEDULE 9 FORM OF CTL GUARANTY	79
SIGNATORIES	1

(v)

THIS TERM FACILITY AGREEMENT (this “Agreement”) is dated 19 December 2005 and made between:

(1)	CASTLEWILDER, an Irish unlimited company having its registered office at Wilton Place Dublin 2, Ireland and with company no. 260382 (the “Borrower”);
(2)	BANC OF AMERICA SECURITIES LLC as mandated lead arranger (the “Arranger”);
(3)	THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the “Original Lenders”);
(4)	BANK OF AMERICA, N.A. as Administrative Agent of the other Finance Parties (the “Administrative Agent”); and
(5)	JPMORGAN CHASE BANK, N.A. as Syndication Agent; and
(6)	BNP PARIBAS, as Documentation Agent.

IT IS AGREED as follows:

SECTION 1
INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost Formula).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Applicable Percentage” means, in respect of any Lender (a) at any time on or before the Utilisation Date, the percentage that such Lender’s Commitment bears to the Total Commitments, and (b) at any time after the Utilisation Date, the percentage that such Lender’s participation in the principal amount of the Loan then outstanding bears to the total principal amount of the Loan then outstanding.

“Approved Fund” means any Fund that is administered or managed by:

(a)	a Lender;
(b)	an Affiliate of a Lender; or

(c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment adviser.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Available Facility” means the aggregate for the time being of each Lender’s Commitment.

“Bank of America” means Bank of America, N.A., in its individual capacity.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) 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, 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 the Loan, at any time as it accrues interest based on the Base Rate.

“Break Costs” means the amount (if any) by which:

(a) the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

2

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Dublin, Ireland, New York City and San Francisco, California.

“Closing Date” means the date on which all the conditions precedent to Utilisation specified in Schedule 2 hereto are met or waived.

“Commitment” means:

(a)	in relation to an Original Lender, the amount set opposite its name under the heading “ Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and
(b)	in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Confidentiality Undertaking” means a confidentiality undertaking in such form as agreed between the Guarantors and the Administrative Agent.

“CTL” has the meaning given to it in the definition of “Guarantors”.

“Default” means an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Dollars” or “$” means the lawful currency of the United States of America.

“Eligible Assignee” means:

(a)	an Existing Lender;
(b)	an Affiliate of an Existing Lender;
(c)	an Approved Fund; and
(d)	any other person (other than a natural person) approved by:

(i)	the Administrative Agent; and
(ii)	unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed), provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

3

“Equity Interests” means, with respect to any person, all of the shares of capital stock (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 non-voting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Eurodollar Base Rate” has the meaning set forth in the definition of “LIBOR”.

“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of Default).

“Existing Lender” has the meaning given to it in Clause 22.1 (Assignments and Transfers by the Lenders).

“Extended Maturity Date” has the meaning given to it in Clause 7.5 (Extension of Maturity Date).

“Extension Option” has the meaning given to it in Clause 7.5 (Extension of Maturity Date).

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Administrative Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“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, however, that (a) 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 (b) 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, N.A. on such day on such transactions as determined by the Administrative Agent.

4

“Fee Letter” means the fee letter dated 22 November 2005 among the Administrative Agent, the Arranger and the Borrower setting out any of the fees referred to in Clause 11 (Fees).

“Final Maturity Date” means:

(a)	if the Extension Option is not exercised in accordance with Clause 7.5 (Extension of Maturity Date), the Initial Maturity Date; and
(b)	if the Extension Option is exercised in accordance with Clause 7.5 (Extension of Maturity Date) the Extended Maturity Date.

“Finance Document” means this Agreement, the Fee Letter, the Guaranties and any other document designated as such by the Administrative Agent and the Borrower.

“Finance Party” means the Administrative Agent, the Arranger or a Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a)	moneys borrowed;
(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP-IR, be treated as a finance or capital lease;
(e)	receivables sold or discounted (other than any receivables to the extent they are sold or discounted on a non-recourse basis);
(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);
(h)	any counter-indemnity Obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
(i)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

5

“FRB” means the Board of Governors of the Federal Reserve System of the United States of America.

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

“GAAP-IR” means generally accepted accounting principles in the Republic of Ireland.

“Governmental Authority” means the government of the United States of America, The Republic of Ireland 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).

“Group” means the Parent and its Subsidiaries for the time being.

“Guaranties” means the guaranties dated 19 December 2005 given by each of the Parent and CTL in favour of the Administrative Agent (for and on behalf of the Finance Parties), substantially in the form of Schedule 8 and Schedule 9 (the “Parent Guaranty” and the “CTL Guaranty” respectively).

“Guarantors” means Cadence Design Systems, Inc. a Delaware corporation having its principal place of business at 2655 Seely Avenue, Building 5, San Jose, California 95134 (the “Parent”) and Cadence Technology Limited, an Irish private limited company (company no. 261724) having its registered office at Wilton Place, Dublin 2, Ireland (“CTL”).

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Initial Loan Amount” means the principal amount of the Loan made by the Lenders on the Utilisation Date.

“Initial Maturity Date” means 31 December 2008.

“Information Memorandum” means the document dated 29 November 2005 and described as an offering memorandum in the form approved by the Parent concerning the Group which, at the Borrower’s request and on its behalf, was prepared in relation to this transaction and distributed by the Arranger to selected financial institutions before the date of this Agreement.

“Interest Period” means, in relation to the LIBOR Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.4 (Default Interest).

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“Lender” means:

(a)	any Original Lender; and
(b)	any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 22 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“LIBOR” means, for any Interest Period with respect to the Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

LIBOR =	Eurodollar Base Rate
	1.00 – Eurodollar Reserve Percentage

Where,

“Eurodollar Base Rate” means, for such Interest Period, the rate per annum equal to 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 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 LIBOR Loan being made, continued or converted 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.

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). LIBOR shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“LIBOR Loan” means the Loan, at any time as it accrues interest based on LIBOR.

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“Loan” means the loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“Majority Lenders” means at any time, a Lender or group of Lenders whose Applicable Percentages aggregate to more than 50%.

“Mandatory Cost” means the percentage per annum calculated by the Administrative Agent in accordance with Schedule 4 (Mandatory Cost Formula).

“Margin” means, as to a LIBOR Loan, 0.625 per cent. per annum, and, as to a Base Rate Loan, 0 per cent. per annum, subject to the provisions of Clause 8.3 (Margin Adjustment).

“Market Disruption Event” has the meaning given to it in Clause 10.2(b) (Market Disruption).

“Material Adverse Effect” means:

(a)	a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities, condition (financial or otherwise) of the Borrower, or the Parent and its Subsidiaries taken as a whole;
(b)	a material impairment of the ability of any Obligor to perform its obligations under any Finance Document to which it is a party; or
(c)	a material adverse effect upon the legality, validity, binding effect or enforceability against any Obligor of any Finance Document to which it is a party.

“Material Subsidiary” means, in respect of Subsidiaries of the Borrower at any time of determination, (i) any Subsidiary that would be a “Material Subsidiary” as defined in the Parent Guaranty at such time, and (ii) any Subsidiary that at such time, based upon the most recent financial statements of the Parent delivered to the Administrative Agent and the Lenders pursuant to the Parent Guaranty, has total assets exceeding 10% of the consolidated total assets of the Borrower and its Subsidiaries as determined in accordance with GAAP-IR.

“Maturity Extension Date” means, provided an Extended Maturity Date has arisen, the Initial Maturity Date.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

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(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

“Obligation” means any obligation for the payment or repayment of Financial Indebtedness (whether such obligation is present or future, contingent or otherwise, or as principal or surety or otherwise).

“Obligors” means the Borrower and the Guarantors.

“Original Financial Statements” means the Borrower’s audited financial statements for its fiscal year ended 1 January 2005.

“Parent” has the meaning set forth in the definition of “Guarantors”.

“Parent Guaranty” has the meaning set forth in the definition of “Guarantors”.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permitted Security” has the meaning set forth in Clause 20.3 (Negative Pledge).

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

“Prior SEC Filings” means, in respect of the Parent, any annual, quarterly or special report filed prior to the Closing Date by the Parent with the SEC, including all schedules and attachments thereto, other than materials for which the Parent requested (and obtained consent or for which it is awaiting consent) non-disclosure for reasons of confidentiality.

“Protected Party” has the meaning set forth in Clause 12.1(a) (Definitions).

“Quarter Date” means the last day of any Quarter Period.

“Quarter Period” means a calendar quarter, ending on 31 March, 30 June, 30 September and 31 December of each year.

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“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Relevant Interbank Market” means the London interbank market.

“Repayment Instalment” has the meaning set forth in Clause 6.1(a) (Repayment of the Loan).

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer, or the vice president-finance of the applicable Person, together with, in the case of the Borrower, the board-appointed agent and each director.

“SEC” means the Securities and Exchange Commission of the United States of America or any governmental authority succeeding to any of its principal functions.

“Security” means any mortgage, pledge, hypothecation, assignment, deposit, arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest 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.

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Selection Notice) given in accordance with Clause 9 (Interest Periods).

“Subsidiary” of a Person means:

(i)

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; and

(ii)

a subsidiary within the meaning of Section 736 of the Companies Act 1985.

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Borrower.

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“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Third Parties Act” has the meaning given it in Clause 1.3 (Third Party Rights).

“Total Commitments” means the aggregate of the Commitments, being $160,000,000 as at the date of this Agreement.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Administrative Agent and the Borrower.

“Transfer Date” means, in relation to a transfer, the later of:

(a)	the proposed Transfer Date specified in the Transfer Certificate; and
(b)	the date on which the Administrative Agent executes the Transfer Certificate.

	“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.
	“Utilisation” means the utilisation of the Facility.
	“Utilisation Date” means the date of the Utilisation, being the date on which the Loan is to be made.
	“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 3 (Utilisation Request).
	“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.
1.2	Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i)	the “Administrative Agent”, the “Arranger”, any “Finance Party”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
(ii)	“assets” includes present and future properties, revenues and rights of every description;
(iii)	a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;

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(iv)	“indebtedness” includes any Obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
(v)	a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;
(vi)	a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
(vii)	a provision of law is a reference to that provision as amended or re-enacted;
(viii)	a time of day is a reference to San Francisco time; and
(ix)	the definitions of terms herein apply equally to the plural and singular forms of the terms defined.

(b)	Section, Clause and Schedule headings are for ease of reference only.
(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
(d)	A Default (including an Event of Default) is “continuing” if it has not been remedied or waived.

1.3 Third party rights

(a)	Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.
(b)	Notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

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SECTION 2
THE FACILITY

2.	THE FACILITY
2.1	The Facility
	Subject to the terms of this Agreement, the Lenders make available to the Borrower a dollar term loan facility in an aggregate amount equal to the Total Commitments.
2.2	[Reserved]
2.3	Finance Parties’ Rights and Obligations

(a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.
(c)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3.	PURPOSE
3.1	Purpose
	The Borrower shall apply all amounts borrowed by it under the Facility towards its lawful general corporate purposes.
3.2	Monitoring
	No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
4.	CONDITIONS OF UTILISATION
4.1	Initial conditions precedent
	The Borrower may not deliver a Utilisation Request unless the Administrative Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Administrative Agent (save to the extent that any of the same have been waived by the Majority Lenders). The

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	Administrative Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.
4.2	Further conditions precedent
	The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ Participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)	no Default is continuing or would result from the proposed Loan; and
(b)	the representations and warranties set out in Clause 17 (Representations and Warranties) to be made by the Borrower are true in all respects.

SECTION 3
UTILISATION

5.	UTILISATION
5.1	Delivery of a Utilisation Request
	A Borrower may utilise the Facility by delivery to the Administrative Agent of a duly completed Utilisation Request not later than 3:00 p.m. 3 Business Days prior to the proposed Utilisation Date (if the Loan is a LIBOR Loan) or 3:00 p.m. one Business Day prior to the proposed Utilisation Date (if a Base Rate Loan).
5.2	Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)	the proposed Utilisation Date is a Business Day not later than 30 December 2005;
(ii)	the currency and amount of the Utilisation comply with Clause 5.3 (Currency and Amount); and
(iii)	the proposed Interest Period (if any) complies with Clause 9 (Interest Periods).

(b) Only one Loan may be requested.

5.3 Currency and amount

(a)	The currency specified in a Utilisation Request must be Dollars.
(b)	The amount of the proposed Loan must be an amount which does not exceed the Total Commitments.

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5.4 Lenders’ participation

(a)	If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.
(b)	The amount of each Lender’s participation in the Loan will be equal to its Applicable Percentage.
(c)	The Administrative Agent shall promptly notify each Lender of the amount of the Loan and the amount of its participation in the Loan.

SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

6.	REPAYMENT
6.1	Repayment of the Loan

(a) The Borrower shall repay the outstanding principal amount of the Loan in quarterly instalments (a “Repayment Instalment”). A Repayment Instalment shall fall due on each Quarter Date (commencing with the first Quarter Date in 2006) in the amounts outlined in the table below:

Years from the Closing Date	Percentage of Initial Loan Amount Payable
Year 1	5% per Quarter Date
Year 2	7.5% per Quarter Date
Year 3	12.5% per Quarter Date

(b) Provided that if the Initial Maturity Date is extended pursuant to Clause 7.5 (Extension of Maturity Date), the percentage of the Initial Loan Amount payable thereafter shall be:

(i)	6.25% per Quarter Date in year 3 after the Closing Date; and
(ii)	6.25% per Quarter Date in year 4 after the Closing Date.

6.2	Reborrowing
	The Borrower may not reborrow any part of the Facility which is repaid.

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7.	PREPAYMENT AND CANCELLATION
7.1	Illegality
	If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a)	that Lender shall promptly notify the Administrative Agent upon becoming aware of that event;
(b)	upon the Administrative Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and
(c)	the Borrower shall repay that Lender’s participation in the Loan made to the Borrower on the last day of the Interest Period for the Loan occurring after the Administrative Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2	Voluntary Prepayment of the Loan
	The Borrower may prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of $1,000,000) at any time without penalty, subject to reimbursement of any Break Costs or other increased costs incurred by any Finance Party as a result of such voluntary prepayment. Voluntary prepayments shall be applied to outstanding Repayment Instalments in reverse order of maturity.
7.3	Right of Repayment and Cancellation in Relation to a Single Lender

(a) If:

(i)	any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax Gross-Up); or
(ii)	any Lender claims indemnification from the Borrower under Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased Costs),

	the Borrower may, whilst the circumstance giving rise to the requirement for indemnification continues, give the Administrative Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loan.
(b)	On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

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(c) On or before the last day of the Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loan together with Break Costs and other sums accrued and due in relation to such repayment.

7.4 Restrictions

(a)	Any notice of prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.
(c)	The Borrower shall not repay or prepay all or any part of the Loan except at the times and in the manner expressly provided for in this Agreement.

7.5 Extension of Maturity Date

(a)	The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 35 days and not earlier than 45 days prior to the second anniversary of the Closing Date, request an extension of the Initial Maturity Date for an additional 365 days.
(b)	Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 20 days prior to the second anniversary of the Closing Date, advise the Administrative Agent whether or not such Lender agrees to such extension. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(c)	The Administrative Agent shall notify the Borrower of each Lender’s determination under this Clause 7.5 no later than the date 15 days prior to the second anniversary of the Closing Date (or, if such date is not a Business Day, on the next preceding Business Day).
(d)	If all the Lenders agree to extend the Initial Maturity Date then, effective as of the second anniversary of the Closing Date, the Initial Maturity Date shall be extended to the date falling 365 days thereafter (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) (the “Extended Maturity Date”).
(e)	Notwithstanding the foregoing, the extension of the Initial Maturity Date pursuant to this Clause 7.5 (the “Extension Option”) shall not be effective with respect to any Lender unless:

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(i)	no Default shall have occurred and be continuing on the date of such extension and after giving effect thereto; and
(ii)	the representations and warranties contained in Clause 17 (Representations and Warranties) are true and correct on and as of the date of such extension, as though made on and as of such date (or, if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

SECTION 5
COSTS OF UTILISATION

8.	INTEREST
8.1	Calculation of Interest
	The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)	Margin;
(b)	LIBOR (if a LIBOR Loan) or Base Rate (if a Base Rate Loan); and
(c)	Mandatory Cost (if any).

8.2	Payment of Interest
	The Borrower shall pay accrued interest on the LIBOR Loan on the last day of each Interest Period (and, if the Interest Period is longer than three Months, on the dates falling at three monthly intervals after the first day of the Interest Period), and shall pay interest on the Base Rate Loan on each Quarter Date.
8.3	Margin Adjustment

(a)

Save as provided in Clause 8.3(b) below (Margin Adjustment), the Margin in relation to the Loan shall be the rate applicable to the Loan as specified in the definition of Margin contained in Clause 1.1 (Definitions); and

(b)

If the Consolidated Leverage Ratio (as such term is defined in the Parent Guaranty), in respect of the twelve month period ending on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 11(a) of the Parent Guaranty (Financial Statements) is within the range of ratios set out in the “Consolidated Leverage Ratio” column below, then the Margin, as of the date such financial statements are required to be delivered under the Parent Guaranty, shall be reduced or increased to (or shall remain the same as) the percentage per annum as set out opposite the relevant range in the relevant “Applicable Margin” column below.

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	Applicable Margin %		Applicable Margin %
Consolidated Leverage Ratio	(LIBOR Loan)		(Base Rate Loan)
Less than 1:00		0.50		0
Less than or equal to 2.00 but greater than or equal to 1:00		0.625		0
Greater than 2.00		0.75		0

8.4 Default Interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods (if applicable), of a duration selected by the Administrative Agent (acting reasonably). Any interest accruing under this Clause 8.4 shall be immediately payable by the Obligor on demand by the Administrative Agent.

(b)

If any overdue amount consists of all or part of the LIBOR Loan which became due on a day which was not the last day of an Interest Period relating to the Loan:

(i)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan; and
(ii)	the rate of interest applying to the overdue amount during that first Interest Period shall be 2 per cent. higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount, at the end of each Interest Period applicable to that overdue amount, if a LIBOR Loan, or immediately if a Base Rate Loan, but will in any event remain immediately due and payable.

8.5	Notification of Rates of Interest
	The Administrative Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

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9.	INTEREST PERIODS; CONVERSIONS
9.1	Selection of Interest Periods

(a)	The Borrower may select an Interest Period for the LIBOR Loan in the Utilisation Request for the Loan or (if the Loan has already been borrowed) in a Selection Notice.
(b)	The Selection Notice for the LIBOR Loan is irrevocable and must be delivered to the Administrative Agent by the Borrower not later than 3:00 p.m. three Business Days prior to the end of any current Interest Period.
(c)	If the Borrower fails in connection with the LIBOR Loan to deliver a Selection Notice to the Administrative Agent in accordance with paragraph (b) above, the relevant Interest Period for the LIBOR Loan will be one Month.
(d)	Subject to this Clause 9, the Borrower may select an Interest Period of 1, 2, 3 or 6 Months, or any other period agreed between the Borrower and the Administrative Agent (acting on the instructions or with the consent of all Lenders), subject to availability.
(e)	The Interest Period for the LIBOR Loan shall not extend beyond the Final Maturity Date.
(f)	Each Interest Period for the LIBOR Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period, or on the date of conversion from a Base Rate Loan pursuant to Clause 9.2 (Conversions).

9.2	Conversions
	Provided that the Borrower may not convert to or select a new Interest Period for a LIBOR Loan at any time when a Default exists, the Borrower may (a) convert the LIBOR Loan on the last day of the applicable Interest Period to a Base Rate Loan, or (b) convert the Base Rate Loan at any time to a LIBOR Loan. That election may be made by telephonic request to the Administrative Agent no later than (i) 9:00 a.m. on the third Business Day before the conversion date or the last day of the Interest Period, as the case may be (for conversion to a LIBOR Loan) and (ii) no later than 9:00 a.m. on the last day of the Interest Period (for conversion to the Base Rate Loan). Each telephonic notice given by the Borrower pursuant to this Clause 9.2 must be confirmed promptly by delivery to the Administrative Agent of a written Selection Notice.
9.3	Non-Business Days
	If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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10.	CHANGES TO THE CALCULATION OF INTEREST
10.1	[Reserved]
10.2	Market disruption

(a) If a Market Disruption Event occurs in relation to the LIBOR Loan for any Interest Period, then the rate of interest on each Lender’s share of the Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)	the Margin;
(ii)	the rate notified to the Administrative Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select; and
(iii)	the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b) In this Agreement “Market Disruption Event” means:

(i)	at or about noon on the Quotation Day for the relevant Interest Period the Eurodollar Base Rate is not available; or
(ii)	before close of business in London on the Quotation Day for the relevant Interest Period, the Administrative Agent receives notifications from a Lender or group of Lenders (whose participations in the Loan exceed 50 per cent. of the Loan) that the cost to it or them of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.

10.3 Alternative Basis of Interest or Funding

(a)	If a Market Disruption Event occurs and the Administrative Agent or the Borrower so requires, the Administrative Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.
(b)	Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

10.4 Break Costs

(a) The Borrower shall, within ten Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the LIBOR Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the LIBOR Loan or Unpaid Sum.

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(b) Each Lender shall, as soon as reasonably practicable after a demand by the Administrative Agent, provide a certificate confirming the amount and the calculation of its Break Costs for any Interest Period in which they accrue.

11.	FEES
11.1	Upfront Fee
	The Borrower shall pay to the Arranger (for the account of each Lender) a fee in the amount and at the time agreed in the Fee Letter.
11.2	Arrangement Fee
	The Borrower shall pay to the Arranger an arrangement fee in the amount and at the time agreed in the Fee Letter.
11.3	Agency Fee
	The Borrower shall pay to the Administrative Agent (for its own account) an agency fee in the amount and at the time agreed in the Fee Letter.

SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

12.	TAX GROSS UP AND INDEMNITIES
12.1	Definitions

(a)	In this Agreement:
	“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
	“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.
	“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.
	“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax Gross-Up) or a payment made under Clause 12.3 (Tax Indemnity).

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12.2 Tax Gross-Up

(a)	The Borrower shall, and shall ensure that each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
(b)	The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify that Obligor.
(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(e)	Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Administrative Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
(f)	Any Finance Party that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower (or other Obligor, as appropriate) is located, or any treaty to which such jurisdiction is a party, with respect to payments under a Finance Document shall deliver to the Borrower (or other Obligor, as appropriate) (with a copy to the Administrative Agent), such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Obligor as will permit such payments to be made without withholding or at a reduced rate, provided that such Finance Party is legally entitled to complete, execute and deliver such documentation and in such Finance Party’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Finance Party.

12.3 Tax Indemnity

(a) The Borrower shall (within ten Business Days of demand by the Administrative Agent) pay to a Protected Party an amount equal to the loss, liability or cost which

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	will be or has been (directly or indirectly) suffered by a Protected Party for or on account of Tax by that Protected Party in respect of a Finance Document.
(b)	Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
(B)	under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net profits or net income received or receivable by that Finance Party; or

(ii) to the extent a loss, liability or cost:

(A)	is compensated for by an increased payment under Clause 12.2 (Tax Gross-Up); or
(B)	would have been compensated for by an increased payment under Clause 12.2 (Tax Gross-Up) but was not so compensated solely because of a failure by the relevant Protected Party to comply with its obligations in Clause 12.2(f).

(c)	A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the Borrower.
(d)	A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Administrative Agent.

12.4	Tax Credit
	If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)	a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and
(b)	that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

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12.5	Stamp Taxes
	The Borrower shall pay and, within ten Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
12.6	Value Added Tax

(a)

All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)

Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of the group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

13.	INCREASED COSTS
13.1	Increased Costs

(a)

Subject to Clause 13.3 (Exceptions) the Borrower shall, within ten Business Days of a demand by the Administrative Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b)

In this Agreement “Increased Costs” means:

(i)	a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;
(ii)	an additional or increased cost; or
(iii)	a reduction of any amount due and payable under any Finance Document,

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	which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.
13.2	Increased Cost Claims

(a)	A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased Costs) shall notify the Administrative Agent of the event giving rise to the claim, following which the Administrative Agent shall promptly notify the Borrower.
(b)	Each Finance Party shall, as soon as practicable after a demand by the Administrative Agent, provide a certificate confirming the amount of its Increased Costs together with the calculation of such amount.

13.3 Exceptions

(a) Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(i)	attributable to a Tax Deduction required by law to be made by an Obligor;
(ii)	compensated for by Clause 12.3 (Tax Indemnity) (or would have been compensated for under Clause 12.3 (Tax Indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax Indemnity) applied);
(iii)	compensated for by the payment of the Mandatory Cost;
(iv)	attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or
(v)	not notified to the Borrower in accordance with Clause 13.1(a) (Increased Costs) within 60 days of such Increased Costs arising.

(b) In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Definitions).

14.	OTHER INDEMNITIES
14.1	Currency Indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against that Obligor; or

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(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall and shall procure that any such other Obligor shall as an independent obligation, within ten Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2	Other Indemnities
	The Borrower shall (or shall procure that an Obligor will), within ten Business Days of demand, indemnify each Finance Party and their respective affiliates and their officers, directors, employees, agents and advisers from and against all losses, liabilities, claims, damages and reasonable and documented out-of-pocket costs and expenses incurred by that Finance Party as a result of:

(a)	the occurrence of any Event of Default;
(b)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 25 (Sharing Among the Finance Parties);
(c)	funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Lender alone);
(d)	the Borrower’s use of the proceeds of the Loan; or
(e)	the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower,

including but not limited to reasonable and documented legal fees. This indemnification shall survive and continue for the benefit of all such Persons or entities.

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14.3	Indemnity to the Administrative Agent
	The Borrower shall promptly indemnify the Administrative Agent against any cost, loss or liability (including all reasonable and documented legal fees) incurred by the Administrative Agent (acting reasonably) as a result of:

(a)	investigating any event which it reasonably believes is a Default; or
(b)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

15.	MITIGATION BY THE LENDERS
15.1	Mitigation

(a)

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross-Up and Indemnities), Clause 13 (Increased Costs) or paragraph 3 of Schedule 4 (Mandatory Cost Formula) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)

Paragraph (a) above does not in any way limit the Obligations of any Obligor under the Finance Documents.

15.2 Limitation of Liability

(a)	The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).
(b)	A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16.	COSTS AND EXPENSES
16.1	Transaction Expenses
	The Borrower shall promptly on demand pay the Administrative Agent and the Arranger the amount of all reasonable and documented out-of-pocket costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, due diligence, printing, execution, administration, syndication and closing of:

(a) this Agreement and any other documents referred to in this Agreement; and

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(b) any other Finance Documents executed after the date of this Agreement.

16.2	Amendment Costs
	If (a) an Obligor requests an amendment, waiver or consent to, in respect of or under a Finance Document or (b) an amendment is required pursuant to Clause 26.9 (Change of Currency), of or in relation to any Finance Document, the Borrower shall, within ten Business Days of demand, reimburse the Administrative Agent for the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by the Administrative Agent in responding to, evaluating, negotiating or complying with that request or requirement.
16.3	Enforcement Costs
	The Borrower shall, within ten Business Days of demand, pay to each Finance Party the amount of all reasonable and documented costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

SECTION 7
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17.	REPRESENTATIONS AND WARRANTIES
	The Borrower makes the representations and warranties set out in this Clause 17 to each Finance Party on the Closing Date, the Utilisation Date and the Maturity Extension Date (if any).
17.1	Corporate Existence and Status

(a)	Each of the Borrower and each of its Material Subsidiaries is a corporation, duly incorporated and validly existing and, where incorporated in a jurisdiction which recognizes the concept, in good standing under the law of its jurisdiction of incorporation.
(b)	Each of the Borrower and each of its Material Subsidiaries has all requisite power and authority and all requisite government licences, consents, authorisations and approvals to:

(i)	own or lease its assets and carry on its business as it is being conducted as at the date of this Agreement; and
(ii)	execute and deliver, and perform its obligations under, the Finance Documents to which it is a party.

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17.2	Binding Obligations
	The obligations expressed to be assumed by the Borrower and CTL in each Finance Document to which it is a party are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid, binding and enforceable obligations.
17.3	Non-conflict with other Obligations
	The execution and delivery, and performance of its obligations by the Borrower and CTL of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:

(a)	any law or regulation applicable to it;
(b)	its or any of its Subsidiaries’ respective constitutional documents; or
(c)	any agreement or instrument binding upon it or any of its respective Subsidiaries;
(d)	the ownership or lease of any property or assets belonging to it or any of its respective Subsidiaries; or
(e)	any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which it or any of its respective Subsidiaries are subject.

17.4	Power and Authority
	Each of the Borrower and CTL has the power to enter into, perform and deliver, and has taken all necessary corporate or other organisational action to authorise its entry into, performance of its obligations under and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.
17.5	Governmental Authorisation and Other Consents
	No approval, consent, exemption, authorisation or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Finance Party of this Agreement or any other Finance Document.
17.6	Validity and Admissibility in Evidence
	All Authorisations required or desirable:

(a) to enable each of the Borrower and CTL lawfully to enter into, exercise its respective rights and comply with its respective obligations in the Finance Documents to which it is a party; and

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(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

17.7	[Reserved]
17.8	No Filing or Stamp Taxes
	Under the law of the jurisdiction of incorporation of each of the Borrower and CTL, it is not necessary that any of the Finance Documents to which it is party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.
17.9	No Default

(a)	No Event of Default is continuing or would reasonably be expected to result from the making of any Utilisation.
(b)	No other event or circumstance is outstanding which would reasonably be expected to have a Material Adverse Effect.

17.10

No Misleading Information

The Obligors have made available to the Administrative Agent and the Lenders, pursuant to the Prior SEC Filings or otherwise, all material agreements, instruments and corporate or other restrictions to which they or any of their Subsidiaries is subject, and all other matters known to them, that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Obligor to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Finance Document (in each case, as modified or supplemented by other information so furnished) and disclosed or referenced in the Information Memorandum contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein not misleading, in the light of the circumstances under which they were made; provided that any such information published by Gartner Dataquest and appearing in the Information Memorandum shall not be included within the scope of this Clause 17.10, and provided, further, that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that the projected information is subject to significant uncertainties and contingencies, many of which are beyond the Obligors’ control), and that, subject to the statement above that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, no assurance can be given that any projections will be realized.

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17.11 Financial Statements

(a)	The Original Financial Statements were prepared in accordance with GAAP-IR, consistently applied unless expressly disclosed to the Administrative Agent in writing to the contrary before the date of this Agreement.
(b)	The Original Financial Statements fairly represent the Borrower’s financial condition and operations (consolidated) during the relevant fiscal year unless expressly disclosed to the Administrative Agent in writing to the contrary before the date of this Agreement.
(c)	The Original Financial Statements show all material Financial Indebtedness and other liabilities, direct or contingent of the Borrower as of the date thereof, including liabilities for taxes, material commitments and Financial Indebtedness.
(d)	There has been no event or circumstance, either individually or in aggregate, which has had or would reasonably be expected to have a Material Adverse Effect since 1 January 2005.

17.12	Margin Regulations
	The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.
17.13	Ownership of Property and Security
	The Borrower and each Subsidiary has good and marketable title in fee simple to, or leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is not subject to any Security except for the Permitted Security.
17.14	Taxes
	The Borrower and its Material Subsidiaries have (a) filed all national and material local tax returns and reports required to be filed, and (b) have paid all material national 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-IR. Except as specifically disclosed in Prior SEC Filings, there is no proposed tax assessment against the Borrower or any Material Subsidiary that would reasonably be expected to have a Material Adverse Effect.

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17.15	Material Subsidiaries; Equity Interests
	The Borrower has no Material Subsidiaries other than those specifically disclosed in Schedule 7 or in Prior SEC Filings, and all of the outstanding Equity Interests in such Material Subsidiaries have been validly issued, are fully paid and are owned by the Borrower free and clear of all Security other than any Permitted Security. All of the outstanding Equity Interests in the Borrower have been validly issued and are fully paid.
17.16	Compliance with Laws
	The Borrower and each of its Material Subsidiaries are compliance in all material respects with the requirements of all laws and all orders, writs, injunctions and decrees applicable to them or to their properties, except in such instances in which (a) such requirement of law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
17.17	Pari Passu Ranking
	Each Obligor’s payment obligations under the Finance Documents to which it is party rank at least pari passu with the claims of all its respective other unsecured and unsubordinated creditors, except for Obligations mandatorily preferred by law applying to companies generally.
17.18	No Proceedings Pending or Threatened
	There are no actions, suits or proceedings pending or, to the best of the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Material Subsidiaries that:

(a)	are pending as of the date hereof, any Utilisation Date or any Maturity Extension Date, and purport to affect or pertain to this Agreement or any other Finance Document, or any of the transactions contemplated hereunder or thereunder; or
(b)	except as specifically disclosed in Prior SEC Filings, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

17.19	Guaranties
	All representations and warranties of the Guarantors in the Guaranties are true and correct.
18.	INFORMATION UNDERTAKINGS
	The undertakings in this Clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

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18.1 Notification of Default

(a)	The Borrower shall notify the Administrative Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
(b)	Promptly upon a request by the Administrative Agent, the Borrower shall supply to the Administrative Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

18.2 “Know Your Customer” Checks

(a) If:

(i)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
(ii)	any change in the status of an Obligor after the date of this Agreement; or
(iii)	a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Administrative Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, and shall procure that each Obligor shall promptly upon the request of the Administrative Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Administrative Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)

Each Lender shall promptly upon the request of the Administrative Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself) in order for the Administrative Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

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19.	[RESERVED]
20.	GENERAL UNDERTAKINGS
	The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force and accordingly the Borrower shall and shall procure that:
20.1	Authorisations
	Each of the Borrower and CTL shall promptly:

(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and
(b)	supply certified copies to the Administrative Agent of,

	any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents to which it is a party and, to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.
20.2	Compliance with Laws and Contractual Obligations
	Each of the Borrower and CTL and each of their Material Subsidiaries shall comply in all material respects with:

(a)	all contractual obligations; and
(b)	the requirements of all laws, orders, writs, injunctions and decrees to which it or any of its Material Subsidiaries are subject (except where such requirement is being contested in good faith by appropriate proceedings diligently conducted),

	if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.
20.3	Negative Pledge

(a)	Neither the Borrower nor any of its Material Subsidiaries shall create or permit to subsist any Security over any of its assets.
(b)	Neither the Borrower nor any of its Material Subsidiaries shall:

(i) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

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(ii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii)	enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to:

(i)	any Security listed in Schedule 6 (Existing Security) and any renewals and extensions thereof except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;
(ii)	any netting or set-off arrangement entered into by the Borrower or its Subsidiaries in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iii)	any Security arising by operation of law and in the ordinary course of trading;
(iv)	any Security over or affecting any asset acquired by the Borrower or its Subsidiaries after the date of this Agreement if:

(A)	the Security was not created in contemplation of the acquisition of that asset by the Borrower or its Subsidiaries;
(B)	the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by the Borrower or its Subsidiaries; and
(C)	the Security is removed or discharged within 3 months of the date of acquisition of such asset;

(v) any Security over or affecting any asset of any company which becomes a Subsidiary after the date of this Agreement, where the Security is created prior to the date on which that company becomes a Subsidiary, if:

(A)	the Security was not created in contemplation of the acquisition of that company;
(B)	the principal amount secured has not increased in contemplation of or since the acquisition of that company; and
(C)	the Security is removed or discharged within 3 months of that company becoming a Subsidiary;

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(vi)	any Security entered into pursuant to any Finance Document;
(vii)	easements, rights of way, restrictions and other similar 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 Borrower or its Subsidiaries;
(viii)	any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Borrower or its Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Borrower or any of its Subsidiaries;
(ix)	any Security on the proceeds of assets, which assets were subject to Security permitted hereunder or on assets acquired with such proceeds as a replacement of such former assets;
(x)	any Security on Receivables (as defined in the Parent Guaranty) and Receivables-Related Assets (as defined in the Parent Guaranty) in connection with any Permitted Receivables Purchase Facility (as defined in the Parent Guaranty); or
(xi)	any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (i) to (vi) above) does not exceed $100,000,000 (or its equivalent in another currency or currencies).

All items referred to in this Clause 20.3(c) are, together, the “Permitted Security”.

20.4 Disposals

(a)	Neither the Borrower nor any of its Material Subsidiaries shall enter into a single transaction or a series of related transactions and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any substantial part of their respective assets.
(b)	Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:

(i)	made in the ordinary course of trading of the disposing entity;
(ii)	of assets in exchange for other assets comparable or superior as to type, value and quality;
(iii)	of any asset by a member of the Group to another member of the Group;

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(iv)	arising as a result of any Permitted Security;
(v)	of an asset that is obsolete for the purpose for which such asset is normally utilised or has been utilised by the relevant member of the Group; or
(vi)	where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (iv) above) does not exceed $50,000,000 (or its equivalent in another currency or currencies) in any fiscal year.

20.5	Change of Business
	No substantial change is made to the general nature of the business of the Borrower or its Material Subsidiaries from that carried on at the date of this Agreement.
20.6	Payment of Obligations
	The Borrower and each of its Material Subsidiaries shall promptly pay and discharge all its respective material Obligations and liabilities, including:

(a)	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-IR are being maintained by such Obligor or its Subsidiary;
(b)	each lawful material claim which, if unpaid, would by law create Security over the property of the Borrower or its Material Subsidiaries (other than a Permitted Security), unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP-IR are being maintained by the Borrower or such relevant Material Subsidiary; and
(c)	all material Financial Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Financial Indebtedness are paid and discharged as the same shall become due and payable.

20.7 Preservation of Existence

(a)	The legal existence of the Borrower and its Material Subsidiaries is preserved, renewed and maintained in full force and effect and, where incorporated in a jurisdiction which recognizes the concept, is in good standing under the laws of the jurisdiction of its incorporation;
(b)	All reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of the Borrower’s and its

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	Material Subsidiaries’ respective business is taken, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and
(c)	All of the registered patents, trademarks, trade names and service marks of the Borrower and its Subsidiaries, the non-preservation of which would reasonably be expected to have a Material Adverse Effect, shall be preserved.

20.8	Books and Records
	The Borrower and each of its Subsidiaries shall maintain proper books of record and account, in which true and correct entries in conformity with GAAP-IR consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower and its Subsidiaries.
20.9	[Reserved]
20.10	Use of Proceeds
	The proceeds of the Loan are used for lawful general corporate purposes not in contravention of any law or of any Finance Document.
20.11	Transactions with Affiliates
	Neither the Borrower nor any of its Material Subsidiaries shall enter into any transaction of any kind with any Affiliate of such Person, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favourable to the Borrower or any of its Subsidiaries as would be obtainable by the Borrower or any of its Subsidiaries 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 the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries, (ii) the payment or grant of reasonable compensation, benefits and indemnities to any director, officer, employee or agent of the Borrower or any such Subsidiary, and (iii) transactions and agreements in existence on the date hereof and specifically disclosed in Prior SEC Filings.
20.12	Governing Law and Enforcement
	The Borrower shall not, and shall procure that no other Obligor shall contest in any manner whatsoever:

(a)	the choice of English law as the governing law of this Agreement; or
(b)	the submission to the jurisdiction of the English courts pursuant to Clause 35.1 (Jurisdiction); or
(c)	the enforcement in any jurisdiction of any judgement obtained in England in relation to this Agreement, provided that nothing in this Clause 20.12(c) shall be

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construed to limit the Borrower’s right to appeal any judgement obtained in England that may exist under English law in an English Court.

21.	EVENTS OF DEFAULT
	Each of the events or circumstances set out in this Clause 21 is an Event of Default.
21.1	Non-payment
	The Borrower or CTL does not pay on the due date any amount payable by it (including without limitation principal, interest, fees or other amounts) pursuant to a Finance Document to which it is a party at the place and in the currency in which it is expressed to be payable unless:
(a)	its failure to pay is caused by an administrative or technical error; and
(b)	such payment is made within two Business Days of the due date.
21.2	Other Obligations
	The Borrower or CTL does not comply with any provision of the Finance Documents (other than those referred to in Clause 21.1 (Non-payment) unless the failure to comply is capable of remedy and is remedied within 35 days.
21.3	Misrepresentation
	Any written representation or statement made or deemed to be made by the Borrower or CTL in the Finance Documents or any other document delivered by such Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.
21.4	Insolvency

(a)	The Borrower or any of its Material Subsidiaries is unable or admits in writing its respective inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.
(b)	The value of the assets of the Borrower or any of its Material Subsidiaries is less than its liabilities, (taking into account contingent and prospective liabilities).
(c)	A moratorium is declared in respect of any class of indebtedness of the Borrower or any of its Material Subsidiaries.

21.5	Insolvency Proceedings
	Any corporate action, legal proceedings or other procedure or step is taken in relation to:

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(a)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, examinership, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower or any of its Material Subsidiaries other than in connection with a solvent reconstruction, the terms of which have been previously approved in writing by the Majority Lenders;
(b)	a composition, compromise, assignment or arrangement with any creditor of the Borrower or any of its Material Subsidiaries;
(c)	the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not an Obligor), receiver, examiner, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Borrower or any of its Material Subsidiaries or any of their respective material assets; or
(d)	enforcement of any Security over any material assets of the Borrower or any of its Material Subsidiaries, or any analogous procedure or step is taken in any jurisdiction to which the Borrower or any such Material Subsidiary or any of their respective assets is subject.

21.6	Creditors’ Process
	Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Borrower or any of its Material Subsidiaries having an aggregate value of $1,000,000 and is not discharged within 20 Business Days.
21.7	Ownership of the Borrower and CTL
	The Borrower or CTL ceases to be either a direct or indirect wholly-owned Subsidiary of the Guarantor. For the avoidance of doubt, notwithstanding any provision in any Finance Document, the mere creation and/or interposition of one or more wholly-owned Subsidiaries below the Parent but above the Borrower, CTL or any of their respective Subsidiaries shall not be (or be construed as) a Default or an Event of Default.
21.8	Unlawfulness
	It is or becomes unlawful for an Obligor to perform any of its respective material obligations under the Finance Documents.
21.9	Guaranty Default
	There occurs any Guaranty Default as such term is defined in the Parent Guaranty.

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21.10	Acceleration
	On and at any time after the occurrence of an Event of Default which is continuing the Administrative Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a)	cancel the Total Commitments whereupon they shall immediately be cancelled;
(b)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;
(c)	declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Administrative Agent on the instructions of the Majority Lenders; and/or
(d)	exercise all rights and remedies available to it or the Lenders under the Finance Documents or applicable law.

SECTION 8
CHANGES TO PARTIES

22.	CHANGES TO THE LENDERS
22.1	Assignments and Transfers by the Lenders
	Subject to this Clause 22, a Lender (the “Existing Lender”) may:

(a)	assign any of its rights; or
(b)	transfer by novation any of its rights and obligations under the Finance Documents,

	(except in the case of an assignment or transfer of the entire remaining amount of such Lender’s interest in the Loan, in a minimum amount equal to US$5,000,000) to any Eligible Assignee approved by the Administrative Agent (the “New Lender”).
22.2	Conditions of Assignment or Transfer

(a) The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless:

(i)	the assignment or transfer is to another Existing Lender, an Affiliate of an Existing Lender or an Approved Fund; or
(ii)	an Event of Default has occurred and is continuing.

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(b)	The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.
(c)	The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost.
(d)	An assignment will only be effective on:

(i)	receipt by the Administrative Agent of written confirmation from the New Lender (in form and substance satisfactory to the Administrative Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and
(ii)	performance by the Administrative Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Administrative Agent shall promptly notify to the Existing Lender and the New Lender.

(e)	A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for Transfer) is complied with.
(f)	If:

(i)	a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross-Up and Indemnities) or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

22.3

Assignment or Transfer Fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Administrative Agent (for its own account) a processing and recordation fee (an “Assignment Fee”) of $2,500 for each assignment or transfer provided, however that in the event of 2 or more concurrent assignments or transfer to members of the same Assignee Group (which may be effected by a sub-allocation of an assigned or transferred

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amount among members of such Assignee Group) or 2 or more concurrent assignments or transfers by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $2,500 plus the amount set forth below:

Transaction		Assignment Fee
(a)	First four concurrent assignments, transfers or sub-allocations to members of an Assignee Group (or from members of an Assignee Group, as applicable).	$	0
(b)	Each additional concurrent assignment, transfer or sub-allocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable).	$	500

22.4 Limitation of Responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;
(ii)	the financial condition of any Obligor;
(iii)	the performance and observance by any Obligor of its Obligations under the Finance Documents or any other documents; or
(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

	and any representations or warranties implied by law are excluded.
(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

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(c) Nothing in any Finance Document obliges an Existing Lender to:

(i)	accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 22; or
(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

22.5 Procedure for Transfer

(a)	Subject to the conditions set out in Clause 22.2 (Conditions of Assignment or Transfer) a transfer is effected in accordance with paragraph (c) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Administrative Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b)	The Administrative Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c)	On the Transfer Date:

(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii)	the Administrative Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the

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	Administrative Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv)	the New Lender shall become a Party as a “Lender”.

22.6	Copy of Transfer Certificate to Borrower
	The Administrative Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.
22.7	Disclosure of Information
	Any Lender may disclose to any of its Affiliates and any other person:

(a)	to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;
(b)	with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor; or
(c)	to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

	any information about any Obligor, the Group and the Finance Documents as that Lender shall consider appropriate if, in relation to paragraphs (a) and (b) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking.
22.8	Participations

(a) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations with voting rights limited to significant matters such as changes in amount, rate, maturity date and the release of the Parent Guaranty 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 the Finance Documents (including all or a portion of its Commitment and/or the proportion of the Loan 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 for the performance of such obligations; and
(iii)	the Borrower and the other Obligors and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

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(b) 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 32 (Amendments and Waivers) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Clauses 12, 13 and 14 and to the same extent as if it were a Lender and had acquired its interest by assignment. To the extent permitted by law, each Participant also shall be entitled to the benefits of Clause 27 (Set Off) as though it were a Lender.

22.9	Limitations upon Participant Rights
	A Participant shall not be entitled to receive any greater payment under Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant.

SECTION 9
THE FINANCE PARTIES

23.	ROLE OF THE ADMINISTRATIVE AGENT AND THE ARRANGER
23.1	Appointment of the Administrative Agent

(a)	Each other Finance Party appoints the Administrative Agent to act as its Administrative Agent under and in connection with the Finance Documents.
(b)	Each other Finance Party authorises the Administrative Agent to exercise the rights, powers, authorities and discretions specifically given to the Administrative Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

23.2 Duties of the Administrative Agent

(a)	The Administrative Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Administrative Agent for that Party by any other Party.
(b)	Except where a Finance Document specifically provides otherwise, the Administrative Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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(c)	If the Administrative Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.
(d)	If the Administrative Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Administrative Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.
(e)	The Administrative Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

23.3	Role of the Arranger
	Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.
23.4	No Fiduciary Duties

(a)	Nothing in this Agreement constitutes the Administrative Agent or the Arranger as a trustee or fiduciary of any other person.
(b)	Neither the Administrative Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

23.5	Business with the Group
	The Administrative Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.
23.6	Rights and Discretions of the Administrative Agent

(a) The Administrative Agent may rely on:

(i)	any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii)	any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The Administrative Agent may assume (unless it has received notice to the contrary in its capacity as Administrative Agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 (Non-payment));

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(ii)	any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii)	any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c)	The Administrative Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d)	The Administrative Agent may act in relation to the Finance Documents through its personnel and Administrative Agents.
(e)	The Administrative Agent may disclose to any other Party any information it reasonably believes it has received as Administrative Agent under this Agreement.
(f)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Administrative Agent nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

23.7 Majority Lenders’ Instructions

(a)	Unless a contrary indication appears in a Finance Document, the Administrative Agent shall (i) exercise any right, power, authority or discretion vested in it as Administrative Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Administrative Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.
(b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.
(c)	The Administrative Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.
(d)	In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Administrative Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e)	The Administrative Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

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23.8	Responsibility for Documentation
	Neither the Administrative Agent nor the Arranger:

(a)	is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Administrative Agent, the Arranger, an Obligor or any other person given in or in connection with any Finance Document or the Information Memorandum; or
(b)	is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

23.9 Exclusion of Liability

(a)	Without limiting paragraph (b) below, the Administrative Agent shall not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.
(b)	No Party (other than the Administrative Agent) may take any proceedings against any officer, employee or agent of the Administrative Agent in respect of any claim it might have against the Administrative Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Administrative Agent may rely on this Clause subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.
(c)	The Administrative Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Administrative Agent if the Administrative Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Administrative Agent for that purpose.
(d)	Nothing in this Agreement shall oblige the Administrative Agent or the Arranger to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Administrative Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Administrative Agent or the Arranger.

23.10	Lenders’ Indemnity to the Administrative Agent
	Each Lender shall (in proportion to its Applicable Percentage) indemnify the Administrative Agent, within ten Business Days of demand, against any cost, loss or liability incurred by the Administrative Agent (otherwise than by reason of the

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	Administrative Agent’s gross negligence or wilful misconduct) in acting as Administrative Agent under the Finance Documents (unless the Administrative Agent has been reimbursed by an Obligor pursuant to a Finance Document).
23.11	Resignation of the Administrative Agent

(a)	The Administrative Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.
(b)	Alternatively the Administrative Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Administrative Agent.
(c)	If the Majority Lenders have not appointed a successor Administrative Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Administrative Agent (after consultation with the Borrower) may appoint a successor Administrative Agent.
(d)	The retiring Administrative Agent shall, make available to the successor Administrative Agent such documents and records and provide such assistance as the successor Administrative Agent may reasonably request for the purposes of performing its functions as Administrative Agent under the Finance Documents.
(e)	The Administrative Agent’s resignation notice shall take effect only upon the appointment of a successor.
(f)	Upon the appointment of a successor, the retiring Administrative Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 23. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g)	After consultation with the Borrower, the Majority Lenders may, by notice to the Administrative Agent, require it to resign in accordance with paragraph (b) above. In this event, the Administrative Agent shall resign in accordance with paragraph (b) above.

23.12 Confidentiality

(a)	In acting as Administrative Agent for the Finance Parties, the Administrative Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
(b)	If information is received by another division or department of the Administrative Agent, it may be treated as confidential to that division or department and the Administrative Agent shall not be deemed to have notice of it.

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23.13 Relationship with the Lenders

(a)	The Administrative Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.
(b)	Each Lender shall supply the Administrative Agent with any information required by the Administrative Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost Formula).

23.14

Credit Appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Administrative Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a)	the financial condition, status and nature of each member of the Group;
(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
(c)	whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(d)	the adequacy, accuracy and/or completeness of any information provided by the Administrative Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

23.15	[Reserved]
23.16	[Reserved]
23.17	Deduction from Amounts Payable by the Administrative Agent
	If any Party owes an amount to the Administrative Agent under the Finance Documents the Administrative Agent may, after giving notice to that Party, deduct an amount not

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	exceeding that amount from any payment to that Party which the Administrative Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
24.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES
	No provision of this Agreement will:

(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

25.	SHARING AMONG THE FINANCE PARTIES
25.1	Payments to Finance Parties
	If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 26 (Payment Mechanics) and applies that amount to a payment due under the Finance Documents then:

(a)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Administrative Agent;
(b)	the Administrative Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Administrative Agent and distributed in accordance with Clause 26 (Payment Mechanics), without taking account of any Tax which would be imposed on the Administrative Agent in relation to the receipt, recovery or distribution; and
(c)	the Recovering Finance Party shall, within three Business Days of demand by the Administrative Agent, pay to the Administrative Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Administrative Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 26.5 (Partial Payments).

25.2	Redistribution of Payments
	The Administrative Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 26.5 (Partial Payments).

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25.3 Recovering Finance Party’s Rights

(a)	On a distribution by the Administrative Agent under Clause 25.2 (Redistribution of Payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.
(b)	If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

25.4	Reversal of Redistribution
	If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)

each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 25.2 (Redistribution of Payments) shall, upon request of the Administrative Agent, pay to the Administrative Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b)

that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

25.5 Exceptions

(a)	This Clause 25 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.
(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)	it notified that other Finance Party of the legal or arbitration proceedings; and
(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 10
ADMINISTRATION

26. PAYMENT MECHANICS

26.1 Payments to the Administrative Agent

(a)

On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Administrative Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Administrative Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)

Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Administrative Agent specifies.

26.2 Distributions by the Administrative Agent

Each payment received by the Administrative Agent under the Finance Documents for another Party shall, subject to Clause 26.3 (Distributions to an Obligor) and Clause 26.4 (Clawback) be made available by the Administrative Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Administrative Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

26.3 Distributions to an Obligor

The Administrative Agent may (with the consent of the Obligor or in accordance with Clause 27 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

26.4 Clawback

(a)	Where a sum is to be paid to the Administrative Agent under the Finance Documents for another Party, the Administrative Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.
(b)	If the Administrative Agent pays an amount to another Party and it proves to be the case that the Administrative Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Administrative Agent shall on demand refund the same to the

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Administrative Agent together with interest on that amount from the date of payment to the date of receipt by the Administrative Agent, calculated by the Administrative Agent to reflect its cost of funds.

26.5 Partial Payments

(a) If the Administrative Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Administrative Agent shall apply that payment towards the Obligations of that Obligor under the Finance Documents in the following order:

(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Administrative Agent under the Finance Documents;
(ii)	secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;
(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and
(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)	The Administrative Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.
(c)	Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

26.6 No Set-off by the Borrower

All payments to be made by the Borrower under this Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

26.7 Business Days

(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
(b)	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

26.8 Currency of Account

(a) Subject to paragraphs (b) and (c) below, US dollars is the currency of account and payment for any sum due from the Borrower under this Agreement.

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(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(c)	Any amount expressed to be payable in a currency other than US dollars shall be paid in that other currency.

26.9 Change of Currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)	any reference in the Finance Documents to, and any Obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Administrative Agent (after consultation with the Borrower); and
(ii)	any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Administrative Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Administrative Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

27. SET-OFF

A Finance Party at any time after the occurrence of an Event of Default which remains continuing may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a then prevailing market rate of exchange as determined by it acting reasonably in its usual course of business for the purpose of the set-off.

28. NOTICES

28.1 Communications in Writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

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28.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a)	in the case of the Borrower, that identified with its name below;
(b)	in the case of each Lender or any other Obligor, that notified in writing to the Administrative Agent on or prior to the date on which it becomes a Party; and
(c)	in the case of the Administrative Agent, that identified with its name below,
(d)	or any substitute address or fax number or department or officer as the Party may notify to the Administrative Agent (or the Administrative Agent may notify to the other Parties, if a change is made by the Administrative Agent) by not less than five Business Days’ notice.

28.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)	if by way of fax, when received in legible form; or
(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 28.2 (Addresses), if addressed to that department or officer.

(b)	Any communication or document to be made or delivered to the Administrative Agent will be effective only when actually received by the Administrative Agent and then only if it is expressly marked for the attention of the department or officer identified with the Administrative Agent’s signature below (or any substitute department or officer as the Administrative Agent shall specify for this purpose).
(c)	All notices from or to an Obligor shall be sent through the Administrative Agent.
(d)	Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.

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28.4 Notification of Address and Fax Number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 28.2 (Addresses) or changing its own address or fax number, the Administrative Agent shall notify the other Parties.

28.5 Electronic Communication

(a) Any communication to be made between the Administrative Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Administrative Agent and the relevant Lender:

(i)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
(ii)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
(iii)	notify each other of any change to their address or any other such information supplied by them.

(b) Any electronic communication made between the Administrative Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Administrative Agent only if it is addressed in such a manner as the Administrative Agent shall specify for this purpose.

28.6 English Language

(a)	Any notice given under or in connection with any Finance Document must be in English.
(b)	All other documents provided under or in connection with any Finance Document must be:

(i)	in English; or
(ii)	if not in English, and if so required by the Administrative Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

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29. CALCULATIONS AND CERTIFICATES

29.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

29.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is prima facie evidence to the matters to which it relates.

29.3 Day Count Convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

30. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

31. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

32. AMENDMENTS AND WAIVERS

32.1 Required Consents

(a)	Subject to Clause 32.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.
(b)	The Administrative Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

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32.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i)	the definition of “Majority Lenders” in Clause 1.1 (Definitions);
(ii)	an extension to the date of payment of any amount under the Finance Documents;
(iii)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;
(iv)	an increase in or an extension of any Commitment;
(v)	any provision which expressly requires the consent of all the Lenders;
(vi)	Clause 2.3 (Finance Parties’ Rights and Obligations), Clause 22 (Changes to the Lenders), Clause 25 (Sharing) or this Clause 32; or
(vii)	the release of the Parent from the Parent Guaranty,

shall not be made without the prior consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of the Administrative Agent or the Arranger may not be effected without the consent of the Administrative Agent or the Arranger.

33. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

SECTION 11
GOVERNING LAW AND ENFORCEMENT

34. GOVERNING LAW

This Agreement is governed by English law.

35. ENFORCEMENT

35.1 Jurisdiction

(a) The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with the Finance Documents (including a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

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(b)	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
(c)	This Clause 35.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.
(d)	THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCE 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 STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. 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.
(e)	THE BORROWER 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 FINANCE DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (d) 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.
(f)	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 FINANCE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY

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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 FINANCE DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

35.2 Service of Process

Without prejudice to any other mode of service allowed under any relevant law, the Borrower should procure that each Obligor:

(a)

irrevocably appoints Cadence Design Systems Limited with an office at Bagshot Road, Attention: Office of the General Counsel, Bracknell, Berkshire RG12 0PH, UK as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and irrevocably appoints CT Corporation System, a WoltersKluwer Company with an office at 111 Eighth Avenue New York, NY 10011, as its agent for service of process in relation to any proceedings before the state or federal courts specified in Clause (d) of Clause 35.1 (Jurisdiction) above; and

(b)

agrees that failure by a process administrative agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

36. 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.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL PARTIES

Part I

The Obligors

Castlewilder, as Borrower	Registration number (or equivalent, if any)
	260382
Cadence Design Systems, Inc., as Guarantor	Registration number (or equivalent, if any)
Cadence Technology Limited, as Guarantor	Registration number (or equivalent, if any)
	261724

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Part II

The Original Lenders

Name of Original Lender	Commitment (USD)
Bank of America, N.A.	$	59,000,000
Allied Irish Banks Plc	$	21,000,000
BNP Paribas	$	29,500,000
JPMorgan Chase Bank, N.A., London Branch	$	29,500,000
Mizuho Corporate Bank (USA)	$	21,000,000
Total	$	160,000,000.00

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SCHEDULE 2

CONDITIONS PRECEDENT

Conditions Precedent to Utilisation

1. OBLIGORS

(a)	Such number of original, signed counterparts of the Finance Documents as the Administrative Agent may request.
(b)	A certified copy of the constitutional documents of each Obligor.
(c)	A certified copy of a resolution of the board of directors of each Obligor:

(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
(ii)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(d)	A specimen of the signature of each person authorised by the relevant resolutions referred to in paragraph (b) above.
(e)	A certificate of each Guarantor (signed by a Responsible Officer) confirming that:

(i)	no Material Adverse Effect has occurred since January 1, 2005;
(ii)	except as specifically disclosed in Prior SEC Filings, no action, suit, investigation or proceeding is pending or, to the knowledge of such Guarantor, threatened against it in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect;
(iii)	no Default exists or would result from the making of the Loan under this Agreement; and
(iv)	all representations and warranties of such Guarantor contained in the Finance Documents to which it is party are true and correct.

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(f) A certificate of an authorised signatory of the relevant Obligor certifying that each document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2. LEGAL OPINIONS

(a)	A legal opinion of Bird & Bird, legal advisers to the Borrower in England, substantially in the form distributed to the Administrative Agent, the Arranger and the Original Lenders prior to signing this Agreement.
(b)	A legal opinion of Gibson Dunn & Crutcher, legal advisers to the Obligors in the United States of America, substantially in the form distributed to the Administrative Agent, the Arranger and the Original Lenders prior to the signing of this Agreement.
(c)	A legal opinion of Landwell, legal advisers to the Borrower and the Guarantors in The Republic of Ireland, substantially in the form distributed to the Administrative Agent, the Arranger and the Original Lenders prior to the signing of this Agreement.

3. OTHER DOCUMENTS AND EVIDENCE

(a)	Evidence that any process agent referred to in Clause 35.2 (Service of Process), if not an Obligor, has accepted its appointment.
(b)	A copy of any other Authorisation or other document, opinion or assurance which the Administrative Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with an Obligor’s entry into and performance of the transactions contemplated by any Finance Document to which it is party or for the validity and enforceability of any Finance Document to which it is party.
(c)	The Original Financial Statements of the Borrower and the audited financial statements of the Parent for the fiscal year ended January 1, 2005.
(d)	Interim Financial Statements of the Parent dated as at the end of the most recent fiscal quarter for which financial statements are available.
(e)	Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) will be paid on the first Utilisation Date.
(f)	Confirmation from the Administrative Agent on behalf of the Finance Parties that the Lenders have completed a due diligence investigation of the Obligors and their Subsidiaries and the results of such investigations are satisfactory to the Finance Parties.

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(g) Confirmation from the Administrative Agent that it has received in form and substance reasonably satisfactory to it, such other documents, reports, audits or certifications it may reasonably request.

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SCHEDULE 3

REQUESTS AND NOTICES

Part I

Utilisation Request

From:	Castlewilder
To:	Bank of America, N.A., as Administrative Agent
Dated:	[·]
Dear Sirs

Castlewilder – US$160,000,000 Term Facility Agreement
dated 19 December 2005 (the “Agreement”)

1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2.	We wish to borrow the Loan on the following terms:

Proposed Utilisation Date:	[·] (or, if that is not a Business Day, the next Business Day)
Amount:	[·] being the Available Facility
Type:	[LIBOR Loan] [Base Rate Loan]
Interest Period (if applicable):	[·]

3.	We confirm that each condition specified in Clause 4.2 (Further Conditions Precedent) is satisfied on the date of this Utilisation Request.
4.	The proceeds of the Loan should be credited to [account].
5.	This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

Castlewilder

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Part II

Selection Notice

From:	Castlewilder
To:	Bank of America, N.A., as Administrative Agent
Dated:
Dear Sirs

Castlewilder – US$160,000,000 Term Facility Agreement
dated 19 December 2005 (the “Agreement”)

1.	We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.
2.	We refer to the Loan [with an Interest Period ending on [·]].
3.	[We request that the next Interest Period for the above Loan[s] is [·].]
4.	We request a conversion of the Loan to a [Base Rate Loan] [LIBOR Loan having an Interest Period of [·]].
5.	This selection notice is irrevocable.

Yours faithfully

authorised signatory for

Castlewilder

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SCHEDULE 4

MANDATORY COST FORMULA

1.	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank, or (c) the requirements of the Irish Financial Services Regulatory Authority.
2.	On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.
3.	The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in the Loan made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank and/or the central bank of the relevant Participating Member State in respect of the Loan made from that Facility Office.
4.	The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows:

E x 0.01
300	per cent per annum

Where:
E	is designed to compensate the Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Lenders to the Administrative Agent pursuant to paragraph 6 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(b) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee

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required pursuant to the Fees Rules but taking into account any applicable discount rate);

	(c) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules; and
(d)	“£” means pounds sterling, the lawful currency for the time being of the United Kingdom.

6. If requested by the Administrative Agent, each Lender with a Facility Office in the United Kingdom or a Participating Member State shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by that Lender to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant fiscal year of the Financial Services Authority (calculated for this purpose by that Lender as being the average of the Fee Tariffs applicable to that Lender for that fiscal year) and expressed in pounds per £1,000,000 of the Tariff Base of that Lender.

7. Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a)	the jurisdiction of its Facility Office; and
(b)	any other information that the Administrative Agent may reasonably require for such purpose.
	Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

8. The rates of charge of each Lender for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraph 6 above.

9. The Administrative Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender pursuant to paragraphs 3, 6 and 7 above is true and correct in all respects.

10. The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender pursuant to paragraphs 3, 6 and 7 above.

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11. Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

12. The Administrative Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England (pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England itself), the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

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SCHEDULE 5

FORM OF TRANSFER CERTIFICATE

To:	Bank of America, N.A., as Administrative Agent
From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
Dated:	[·]

Castlewilder – US$160,000,000 Term Facility Agreement
dated 19 December 2005 (the “Agreement”)

1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 22.5 (Procedure for Transfer):

(a)	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 22.5 (Procedure for Transfer).
(b)	The proposed Transfer Date is [·].
(c)	The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 28.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 22.4 (Limitation of Responsibility of Existing Lenders).

4. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

5. This Transfer Certificate is governed by English law.

74

THE SCHEDULE

Commitment/rights
and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention
details for notices and account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Administrative Agent and the Transfer Date is confirmed as [·]

Bank of America, N.A.,

as Administrative Agent

By:

75

SCHEDULE 6

EXISTING SECURITY

NONE.

76

SCHEDULE 7

MATERIAL SUBSIDIARIES AND EQUITY INTERESTS

	Names of Shareholders and
Name of Material Subsidiary	Percentage Shareholding
Cadence Group	Castlewilder – 100%
Cadence Design Systems (Ireland) Limited	Cadence Group – 100%
Cadence Design Systems Limited	Cadence Design Systems (Ireland)
	Limited – 100%
Cadence Design Systems (Japan) B.V.	Cadence Design Systems Limited – 100%
Cadence Design Systems (Cyprus) Ltd.	Castlewilder – 100%
Cadence Design Systems Kft.	Cadence Design Systems (Cyprus)
	Ltd. – 96.2%
	Castlewilder – 3.8%
Cadence Technology Ltd.	Castlewilder – 100%

77

SCHEDULE 8

FORM OF PARENT GUARANTY

Please see attached.

78

SCHEDULE 9

FORM OF CTL GUARANTY

Please see attached.

79

SIGNATORIES

THE BORROWER
CASTLEWILDER
By:	/s/ R.L. Smith McKeithen
	Name:	R.L. Smith McKeithen
	Title:	Director
	Address:	Wilton Place,
		Dublin 2
		Ireland
	Attention:	Office of the General Counsel
	Facsimile:	+ 353-1-805-4310
With a copy of all notices to the Borrower to be delivered:
	Address:	Cadence Design Systems, Inc.
		2655 Seely Avenue
		San Jose, California 95134
		USA
	Attention:	Chief Financial Officer
	Facsimile:	+1 (408) 944-7168

Signature Page 1 to Term Facility Agreement

THE ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A.,
as Administrative Agent
By:	/s/ Tiffany Shin
	Name:	Tiffany Shin
	Title:	Assistant Vice President
	(Notices for Payments and Requests for Credit Extensions):
	Address:	Bank of America, N.A.
		Credit Services West
		Mail Code: CA4-702-02-25
		2001 Clayton Road
		Floor 2, Building B
		Concord, California 94520-2405
	Facsimile:	(888) 969-9267
	Attention:	Shelby Boganwright
	(Other Notices as Administrative Agent):
	Address:	Bank of America, N.A.
		Agency Management
		Mail Code: WA1-501-37-20
		800 Fifth Avenue, Floor 37
		Seattle, Washington 98104
	Facsimile:	(206) 358-0971
	Attention:	Tiffany Shin

Signature Page 2 to Term Facility Agreement

THE LENDERS

BANK OF AMERICA, N.A.

By:	/s/ Fred L. Thorne
	Name:	Fred L. Thorne
	Title:	Managing Director
	(Notices for Payments and Requests for Credit Extensions):
	Address:	Bank of America, N.A.
		Credit Services West
		Mail Code: CA4-702-02-25
		2001 Clayton Road
		Floor 2, Building B
		Concord, California 94520-2405
	Facsimile:	(888) 969-9267
	Attention:	Shelby Boganwright
	(Other Notices):
	Address:	Bank of America, N.A.
		Mail Code: CA5-801-13-09
		600 Montgomery Street, 13th Floor
		San Francisco, California 94111-2702
	Facsimile:	(415) 627-2370
	Attention:	Fred Thorne

Signature Page 3 to Term Facility Agreement

ALLIED IRISH BANKS, P.L.C.

By:	/s/ Norman M. Fitzgerald
	Name:	Norman M. Fitzgerald
	Title:	Senior Manager
	(Notices for Payments and Requests for Credit Extensions):
	Address:	Iona House
		152 Shelbourne Road
		Ballsbridge
		Dublin 4
		Ireland
	Facsimile:	+ 353 1 6603529
	Attention:	Patrick O’Keeffe
	(Other Notices):
	Address:	AIB International Corporate Banking
		Bankcentre – Block C1
		Ballsbridge
		Dublin 4
		Ireland
	Facsimile:	+ 353 1 6682508
	Attention:	Norman Fitzgerald

Signature Page 4 to Term Facility Agreement

BNP PARIBAS

By:	/s/ Matthew Harvey
	Name:	Matthew Harvey
	Title:	Managing Director
By:	/s/ Sandra F. Bertram
	Name:	Sandra F. Bertram
	Title:	Vice President
	(Notices for Payments and Requests for Credit Extensions):
	Address:	BNP Paribas
		919 3rd Avenue
		New York, New York 10022
	Facsimile:	(212) 841-2682
	Attention:	Tom Kunz
	(Other Notices):
	Address:	BNP Paribas
		One Front Street, 23rd Floor
		San Francisco, California 94111
	Facsimile:	(415) 398 8462
	Attention:	Patricia Boussaroque

Signature Page 5 to Term Facility Agreement

JPMORGAN CHASE BANK, N.A., LONDON BRANCH

By:	/s/ David F. Gibbs
	Name:	David F. Gibbs
	Title:	Senior Vice President
	(Notices for Payments and Requests for Credit Extensions):
	Address:	JPMorgan Chase Bank
		1111 Fannin Street
		9th Floor
		Houston, Texas 77002
	Facsimile:	(713) 374-4313
	Attention:	Kabinet Kaba
	(Other Notices):
	Address:	JPMorgan Chase Bank
		277 Park Avenue, 16th Floor
		New York, New York 10172
	Facsimile:	(646) 534-3078
	Attention:	Anthony Galea

Signature Page 6 to Term Facility Agreement

MIZUHO CORPORATE BANK (USA)

By:	/s/ Bertram Tang
	Name:	Bertram Tang
	Title:	Senior Vice President
	(Notices for Payments and Requests for Credit Extensions):
	Address:	Mizuho Corporate Bank (USA)
		1800 Plaza Ten
		Harborside Financial Ctr.
		Jersey City, New Jersey 07311
	Facsimile:	(201) 626-9941
	Attention:	Hemangini Divatia
	(Other Notices):
	Address:	Mizuho Corporate Bank (USA)
		1251 Avenue of the Americas
		New York, New York 10020-1104
	Facsimile:	(212) 282-4488
	Attention:	Paulo Ferreira

Signature Page 7 to Term Facility Agreement

EX-10.2

Exhibit 10.2

EXECUTION VERSION

GUARANTY

Dated as of December 19, 2005

Made by

CADENCE DESIGN SYSTEMS, INC.,
As Guarantor

in Favor of

BANK OF AMERICA, N.A.,
as the
Administrative Agent

and

The LENDERS
(as defined herein)

TABLE OF CONTENTS

Section		Page
Section 1.	Definitions; Interpretation		1
Section 2.	Guaranty		15
Section 3.	Liability of Guarantor		16
Section 4.	Consents of Guarantor		17
Section 5.	Guarantor Waivers		18
Section 6.	Subrogation		20
Section 7.	Subordination		21
Section 8.	Continuing Guaranty		22
Section 9.	Payments; Taxes		22
Section 10.	Representations and Warranties		23
Section 11.	Affirmative Covenants		28
Section 12.	Negative Covenants		32
Section 13.	Events of Default and Remedies		41
Section 14.	Notices		43
Section 15.	No Waiver; Cumulative Remedies		44
Section 16.	Costs and Expenses; Indemnification		44
Section 17.	Right of Set-Off		46
Section 18.	Marshalling; Payments Set Aside		46
Section 19.	Benefits of Guaranty		46
Section 20.	Binding Effect; Assignment		47
Section 21.	Governing Law and Jurisdiction		47
Section 22.	Waiver of Jury Trial		48
Section 23.	Entire Agreement; Amendments and Waivers		49
Section 24.	Severability		49
Section 25.	Confidentiality		49
Section 26.	Counterparts		50
Section 27.	Judgment Currency		50
Section 28.	USA PATRIOT Act Notice		50

Schedules
I	Litigation
II	Environmental Matters
III	Material Subsidiaries
IV	Intellectual Property
V	Liens
VI	Indebtedness
VII	Investments
VIII	Affiliate Transactions
IX	Burdensome Agreements

-i-

TABLE OF CONTENTS
(continued)

Section		Page
Exhibits
A	Form of Compliance Certificate

ii

GUARANTY

          THIS GUARANTY (this “Guaranty”), dated as of December 19, 2005, is made by Cadence Design Systems, Inc., a Delaware corporation (the “Guarantor”), in favor of the Lenders from time to time party to the Term Facility Agreement referred to below, and Bank of America, N.A., as the administrative agent under such agreement (in such capacity, together with any successor administrative agent, the “Administrative Agent”).

RECITALS

          Castlewilder, an Irish unlimited company, (the “Borrower”), the Lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), and the Administrative Agent are parties to a Term Facility Agreement dated as of December 19, 2005 (as amended, modified, renewed or extended from time to time, the “Credit Agreement”).

          The Borrower is a wholly-owned Subsidiary of the Guarantor.

          It is a condition precedent to the making of the Loan to the Borrower under the Credit Agreement at the rate of interest, and with other financial terms, set forth therein that the Guarantor guarantee the indebtedness and other obligations of the Borrower to the Guaranteed Parties under or in connection with the Credit Agreement as set forth herein.

          The Guarantor, as the parent of the Borrower, will derive direct and indirect benefits from the making of the Loan to the Borrower pursuant to the Credit Agreement (which benefits are hereby acknowledged by the Guarantor).

          Accordingly, to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and in consideration thereof, the Guarantor hereby agrees as follows:

             Section 1. Definitions; Interpretation.

          (a) Terms Defined in Credit Agreement. All capitalized terms used in this Guaranty (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

          (b) Certain Defined Terms. As used in this Guaranty (including in the recitals hereof), the following terms shall have the following meanings:

          “Acquisition”, by any Person, means the acquisition by such Person of (i) more than 50% of the Equity Interests in, or all or substantially all of the property of, another Person, or (ii) any product line or segment of business or division (including, without limitation, the acquisition of rights, production or distribution of a product or product line) of a Person, whether or not involving a merger or consolidation with such Person.

          “Administrative Agent” has the meaning specified in the introductory paragraph to this Guaranty.

          “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.

          “Agent-Related Persons" means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

          “Attributable Indebtedness” means, on any date, (a) 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, and (b) in respect of any Synthetic Lease Obligation, 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 were accounted for as a capital lease.

          “Audited Financial Statements” means the audited consolidated balance sheet of the Guarantor and its Subsidiaries for the fiscal year ended January 1, 2005, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year of the Guarantor, including the notes thereto.

          “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.).

          “Big Four Firm” means and includes KPMG International, PriceWaterhouseCoopers, Deloitte & Touche, and Ernst & Young, together with any successors to all or substantially all of their respective auditing businesses.

          “Borrower” has the meaning specified in the recitals to this Guaranty.

          “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, Dublin, Ireland, New York City or the state where the Administrative Agent’s Office is located, and, if such day relates to any LIBOR Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

          “Change of Control” means an event or series of related events by which:

          (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities of the Guarantor entitled to vote for members of the board of directors or equivalent governing body of

2

the Guarantor on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

          (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Guarantor ceases to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

          (c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or legally-binding arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Guarantor, or control over the equity securities of the Guarantor entitled to vote for members of the board of directors or equivalent governing body of the Guarantor on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing 35% or more of the combined voting power of such securities.

          “Closing Date” has the meaning specified in the Credit Agreement.

          “Code” means the Internal Revenue Code of 1986.

          “Collateral” has the meaning specified in Section 3(a).

          “Companion Lien” has the meaning specified in Section 12(i)(ii).

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

          “Consolidated EBITDA” means, for any period, for the Guarantor and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income and without duplication: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Guarantor and its Subsidiaries for such period (including franchise taxes imposed in lieu thereof), (iii) depreciation and amortization expense, including amortization of any original issue discount, (iv) write-offs (including, without limitation, write-offs and write-downs of acquired in-process research and development in connection with Acquisitions and any write-off of deferred financing costs in connection with the prepayment or repurchase of Indebtedness prior to the maturity thereof),

3

(v) other charges and expenses of the Guarantor and its Subsidiaries that are non-cash and non-recurring reducing such Consolidated Net Income (including non-cash compensation expenses realized for grants of performance shares, stock options, stock purchase rights or other rights to officers, directors and employees of the Guarantor or any Subsidiary), and (vi) cash restructuring charges not to exceed for any period of four consecutive fiscal quarters $20,000,000; and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Guarantor and its Subsidiaries for such period, and (ii) all non-cash items increasing Consolidated Net Income for such period.

          “Consolidated Indebtedness” means, as of any date of determination, for the Guarantor and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations under the Finance Documents) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) the outstanding principal amount of all purchase money Indebtedness, (c) the face amount of all outstanding letters of credit (including standby and commercial, but excluding letters of credit supporting the purchase of goods in the ordinary course of business and expiring no more than six months from the date of issuance), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) the outstanding principal amount of all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Guarantor or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Guarantor or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Guarantor or such Subsidiary.

          “Consolidated Interest Charges” means, for any period, for the Guarantor and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Guarantor and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Guarantor and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP.

          “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.

          “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

4

          “Consolidated Net Income” means, for any period, for the Guarantor and its Subsidiaries on a consolidated basis, the net income of the Guarantor and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.

          “Consolidated Net Tangible Assets” means, in respect of the Guarantor and its Subsidiaries on a consolidated basis, the Consolidated Total Assets less goodwill and other intangibles (other than patents, trademarks, licenses, copyrights and other intellectual property and prepaid assets).

          “Consolidated Total Assets” means, in respect of the Guarantor and its Subsidiaries on a consolidated basis, total assets.

          “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.

          “Credit Agreement” has the meaning specified in the recitals to this Guaranty.

          “Credit Facility Obligations” means, in relation to any Contractual Obligation specified in Section 12(i) hereof in favor of any Person (the “Third-Party Creditor”), (i) all Obligations, as such Obligations or the documents evidencing them may be renewed, extended, increased, amended or modified from time to time without notice to or consent of such Third-Party Creditor, and (ii) all indebtedness and obligations arising under any loan or credit agreement replacing or refinancing the Obligations, whether in favor of the Borrower or the Guarantor or any of its Subsidiaries, without notice to or consent of such Third-Party Creditor.

          “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.

          “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, 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.

          “Eligible Preferred Stock” means in respect of any class of preferred stock of the Guarantor outstanding (the “Subject Stock”) as to which dividends or distributions are being declared or paid in preferred stock (such dividended or distributed stock, the “Distributed

5

Stock”), preferred stock of the same class, provided such Distributed Stock neither contains nor is subject to any conversion, redemption, repurchase, put, call or dividend rights not applicable to the Subject Stock.

          “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.

          “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.

          “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 Guarantor 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 (a) a Reportable Event with respect to a Pension Plan; (b) 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; (c) a complete or partial withdrawal by the Guarantor or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) 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 (f) 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 Guarantor or any ERISA Affiliate.

          “Event of Default” has the meaning set forth in the Credit Agreement.

          “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

6

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, however, that (a) 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 (b) 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, N.A. on such day on such transactions as determined by the Administrative Agent.

          “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.

          “Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided, however, that an endorsement of any check or similar instrument in the ordinary course of business shall not constitute a Guarantee. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

          “Guaranteed Obligations” has the meaning set forth in Section 2.

          “Guaranteed Parties” means the Administrative Agent and each Lender.

          “Guaranty Documents” means this Guaranty and all other certificates, documents, agreements and instruments delivered to any Guaranteed Party under or in connection with this Guaranty.

7

          “Guaranty Default” has the meaning set forth in Section 13.

          “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:

          (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

          (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial, but excluding commercial letters of credit supporting the purchase of goods in the ordinary course of business and expiring no more than six months from the date of issuance), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

          (c) net obligations of such Person under any Swap Contract;

          (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created);

          (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

          (f) capital leases and Synthetic Lease Obligations;

          (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

          (h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

     “Information Memorandum” has the meaning specified in the Credit Agreement.

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          “Insolvency Proceeding” means, with respect to any Person, (a) any case, action or proceeding with respect to such Person before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in either case undertaken under Debtor Relief Laws.

          “Intercompany Loans” means, at any time of determination, all outstanding loans and advances for financial purposes, whether secured or unsecured and however evidenced, directly or indirectly extended by the Guarantor in favor of or otherwise owing by the Borrower.

          “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

          “IP Rights” has the meaning set forth in Section 10(q).

          “IRS” means the United States Internal Revenue Service.

          “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, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

          “Lenders” has the meaning specified in the recitals to this Guaranty.

          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest 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, but not including the filing of a precautionary financing statement solely in respect of true (operating) lease obligations).

          “Loan” means the loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

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          “Loan Documents” means the “Finance Documents,” as defined in the Credit Agreement.

          “Loan Parties” means the “Obligors,” as defined in the Credit Agreement.

          “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities, or condition (financial or otherwise) of the Guarantor and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

          “Material Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as such regulation is in effect on the date hereof, together with and including any Subsidiary that is a Loan Party.

          “Maturity Extension Date” means, provided an Extended Maturity Date has arisen pursuant to the Credit Agreement, the Initial Maturity Date.

          “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Guarantor 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.

          “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “Organization Documents” means, (a) 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-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) 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.

          “PBGC” means the Pension Benefit Guaranty Corporation.

          “Permitted Receivables Purchase Facility” shall mean any receivables sales or securitization program now or hereafter entered into by the Guarantor or any of its Subsidiaries,

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in each case involving true sales of Receivables to a Securitization Entity, without recourse to the Guarantor or any Subsidiary, other than pursuant to representations, warranties, covenants and indemnities that are reasonably customary in an accounts receivable securitization transaction undertaken on a true sale basis.

          “Permitted Swap Contracts” has the meaning specified in Section 12(c)(iii).

          “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 Guarantor or any ERISA Affiliate or to which the Guarantor 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.

          “Permitted Mandatory Repayment” has the meaning specified in Section 13(e).

          “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 by the Guarantor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

          “Prior SEC Filings” means, in respect of the Guarantor, any annual, quarterly or special report filed prior to the Closing Date by the Guarantor with the SEC under the Securities Exchange Act of 1934, including all schedules and attachments thereto, other than materials the Guarantor requested (and obtained consent to or is awaiting consent to) non-disclosure for reasons of confidentiality.

          “Pro Forma Basis” has the meaning specified in Section 1(c)(iv).

          “Receivables” means any rights to payment, whether in the form of accounts receivable, general intangibles, instruments, chattel paper or otherwise.

          “Receivables-Related Assets” means (a) any rights arising under the documentation governing or relating to Receivables which are the subject of a Permitted Receivables Purchase Facility, including, without limitation, rights in respect of Liens securing such Receivables, (b) any proceeds of such Receivables and any lockboxes or accounts in which such proceeds are deposited, (c) spread accounts and other similar accounts, and any amounts on deposit therein, established in connection with any Permitted Receivables Purchase Facility, (d) any warranty, indemnity, dilution and other intercompany claim arising out of any Permitted Receivables Purchase Facility, and (e) other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with factoring or asset securitization transactions involving Receivables.

          “Registered Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of the Guarantor as prescribed by the Securities Laws.

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          “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.

          “Responsible Officer” has the meaning set forth in the Credit Agreement.

          “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 the Guarantor, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Guarantor’s stockholders, partners or members (or the equivalent Person thereof).

          “Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.

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

          “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

          “Securitization Entity” means a wholly-owned Subsidiary of the Guarantor (or another Person in which the Guarantor or any Subsidiary of the Guarantor makes an Investment and to which the Guarantor or any Subsidiary transfers Receivables) which engages in no activities other than in connection with the financing of accounts receivable.

          “Senior Convertible Notes” means those Senior Convertible Notes due 2023, issued and outstanding pursuant to that Indenture, dated as of August 15, 2003, between the Guarantor and J.P. Morgan Trust Company, National Association, as Trustee.

          “Subordinated Debt” has the meaning set forth in Section 7(a).

          “Subordinated Debt Payments” means any payment or distribution by or on behalf of the Borrower, directly or indirectly, of assets of the Borrower of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Subordinated Debt, as a result of any collection, sale or other disposition of collateral, or by set-off, exchange or in any other manner, for or on account of the Subordinated Debt.

          “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.

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Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Guarantor.

          “Swap Contract” means (a) 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 (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms 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 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, (a) 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 (b) for any date prior to the date referenced in clause (a), 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).

          “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

          “Threshold Amount” means $30,000,000.

          “Unfunded Pension Liability” means the excess 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 for the applicable plan year.

          “Utilisation Date” has the meaning set forth in the Credit Agreement.

          (c) Interpretation and Accounting Terms.

                    (i) General. 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,”

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“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 Guaranty 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 Guaranty Document, shall be construed to refer to such Guaranty Document in its entirety and not to any particular provision thereof, (iv) all references in a Guaranty Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Guaranty 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. 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.” Section headings herein and in the other Guaranty Documents are included for convenience of reference only and shall not affect the interpretation of this Guaranty or any other Guaranty Document.

                    (ii) Accounting Terms. 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 Guaranty shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

                    (iii) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Guarantor or the Majority Lenders shall so request, the Administrative Agent, the Lenders and the Guarantor 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 Majority Lenders); provided that, until so amended, (x) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (y) the Guarantor shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Guaranty 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.

                    (iv) Pro Forma Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made under

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Section 12(b)(xv), Section 12(c)(vii) and Section 12(f)(v) (in each case, a “Pro Forma Transaction”) and the financial covenants set forth in Section 12(k).

                    (A) if (I) during the applicable four fiscal quarter period used in making such calculations under Section 12 (the “Measuring Period”) or (II) in the case of any Pro Forma Transaction calculation to occur after such applicable Measuring Period, the Guarantor or any of its Subsidiaries consummates any Acquisition (x) income statement items (whether positive or negative) attributable to the Person or Property acquired shall be included as if such Acquisition had occurred as of the first date of the Measuring Period, (y) to the extent not retired in connection with such Acquisition, Indebtedness of the Person or Property acquired shall be deemed to have been incurred as of the first day of the Measuring Period and (z) reasonably anticipated cost savings in connection with the Acquisition which are approved by the Administrative Agent shall be given effect as of the first day of the Measuring Period; and

                    (B) if (I) during the Measuring Periods or (II) in the case of any Pro Forma Transaction calculation, to occur after such applicable Measuring Period, the Guarantor or any of its Subsidiaries consummates any Disposition of a Subsidiary, product, product line, business segment or division (x) income statement items (whether positive or negative) attributable to the Subsidiary or Property disposed of shall be excluded as if such Disposition had occurred on the first date of the Measuring Period and (y) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the Measuring Period.

For purposes of determining the Consolidated Leverage Ratio pursuant to any Pro Forma Transaction, “Pro Forma Basis” shall mean that such ratio is calculated (i) by determining the denominator in accordance with this Section 1(c)(iv) based upon the then-most recent financial statements of the Guarantor delivered to the Administrative Agent and Lenders pursuant to this Guaranty or the Guarantor’s unaudited financial statements for the quarter ended October 1, 2005, and (ii) by taking into account in the numerator all Indebtedness incurred or repaid on or prior to the date of the relevant transaction.

            Section 2. Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Guaranteed Parties under or in connection with the Credit Agreement and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person

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as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (including any and all amounts due under Section 16), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

            Section 3. Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:

          (a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against the Borrower or any other Person, or any collateral that any Guaranteed Party may from time to time acquire as security for the Guaranteed Obligations (“Collateral”), provided that nothing in this Guaranty shall be construed as imposing any obligation on the Guarantor or any other Loan Party to provide any Collateral for the Guaranteed Obligations;

          (b) this Guaranty is a guaranty of payment when due and not merely of collectibility;

          (c) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and

          (d) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:

                    (i) any Insolvency Proceeding with respect to the Borrower, the Guarantor, any other Loan Party or any other Person;

                    (ii) any limitation, discharge, or cessation of the liability of the Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;

                    (iii) any merger, acquisition, consolidation or change in structure of the Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of the Borrower, the Guarantor, any other Loan Party or other Person;

                    (iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any

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assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;

                    (v) any claim, defense, counterclaim or set-off, other than that of prior performance, that the Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents, but, subject to Section 18, excluding the defense of payment;

                    (vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;

                    (vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of the Borrower, any other Loan Party or any other Person;

                    (viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;

                    (ix) any impairment or invalidity of any Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and

                    (x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrower to any Guaranteed Party.

            Section 4. Consents of Guarantor. The Guarantor hereby unconditionally consents and agrees that, without notice to or further assent from the Guarantor:

          (a) the principal amount of the Guaranteed Obligations may be increased or decreased and additional Obligations of the Guarantor under the Loan Documents may be incurred, by one or more amendments, modifications, renewals or extensions of any Loan Document or otherwise;

          (b) the time, manner, place or terms of any payment under any Loan Document may be extended or changed, including by an increase or decrease in the interest rate on any Guaranteed Obligation or any fee or other amount payable under such Loan Document, by an amendment, modification or renewal of any Loan Document or otherwise;

          (c) the time for the Borrower’s (or any other Person’s) performance of or compliance with any term, covenant or agreement on its part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Guaranteed Parties may deem proper;

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          (d) any Guaranteed Party may discharge or release, in whole or in part, any other Loan Party or any other Person liable for the payment and performance of all or any part of the Guaranteed Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Collateral or any other collateral, nor shall any Guaranteed Party be liable to the Guarantor for any failure to collect or enforce payment or performance of the Guaranteed Obligations from any Person or to realize on the Collateral or other collateral therefor;

          (e) the Guaranteed Parties may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Guaranteed Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof;

          (f) the Guaranteed Parties may request and accept other guaranties of the Guaranteed Obligations and any other indebtedness, obligations or liabilities of the Borrower to any Guaranteed Party and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; and

          (g) the Guaranteed Parties may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of any Loan and any power of sale) granted by any Loan Document or other security document or agreement, or otherwise available to any Guaranteed Party, with respect to the Guaranteed Obligations or any of the Collateral, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of the Guarantor against the Borrower;

all as the Guaranteed Parties may deem advisable, and all without impairing, abridging, releasing or affecting this Guaranty.

            Section 5. Guarantor Waivers.

          (a) Certain Waivers. The Guarantor waives and agrees not to assert:

                    (i) any right to require any Guaranteed Party to marshal assets in favor of the Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Borrower, any other Loan Party or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of §9611 of the New York UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever;

                    (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations;

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                    (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Borrower, the Guarantor or any other Person;

                    (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations;

                    (v) any rights to set-offs and counterclaims;

                    (vi) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against the Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and

                    (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty.

          (b) Additional Waivers.

                    (i) The Guarantor waives any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by the Guaranteed Parties upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. The Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the Borrower, the Guarantor or any other Person with respect to the Guaranteed Obligations.

                    (ii) Until the Guaranteed Obligations have been paid in full in cash (other than contingent indemnification obligations, which have been provided for to the reasonable satisfaction of the Majority Lenders), the Guarantor waives (A) its rights of subrogation and reimbursement, (B) any defenses the Guarantor may have to the Guaranty by reason of an election of remedies by the Guaranteed Parties, (C) any rights or defenses the Guarantor may have by reason of protection afforded to the Borrower or any other Guaranteed Party pursuant to the anti-deficiency or other laws of the State of New York limiting or discharging the Borrower’s or such other Loan Party’s indebtedness, (D) any defenses arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the Borrower, (E) any defenses based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, (F) any right to compel any Guaranteed Party to proceed against or exhaust any security for the Guaranteed Obligations (or to proceed against such security in a particular order) or to pursue any other remedy in such Guaranteed Party’s power whatsoever, and (G) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties.

                    (iii) The Guarantor warrants and agrees that each of the waivers set forth herein is made with full knowledge of its significance and consequences and that if any

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such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by applicable law.

          (c) Independent Obligations. The obligations of the Guarantor hereunder are independent of and separate from the obligations of any other guarantor of the Guaranteed Obligations, the Borrower and any other Loan Party and upon the occurrence and during the continuance of any Event of Default, a separate action or actions may be brought against the Guarantor, whether or not the Borrower or any such other Loan Party is joined therein or a separate action or actions are brought against the Borrower or any such other Loan Party.

          (d) Financial Condition of Borrower. The Guarantor shall not have any right to require any Guaranteed Party to obtain or disclose any information with respect to: (i) the financial condition or character of the Borrower or the ability of the Borrower to pay and perform the Guaranteed Obligations; (ii) the Guaranteed Obligations; (iii) any Collateral; (iv) the existence or nonexistence of any other guarantees of all or any part of the Guaranteed Obligations; (v) any action or inaction on the part of any Guaranteed Party or any other Person; or (vi) any other matter, fact or occurrence whatsoever.

            Section 6. Subrogation. Until the Guaranteed Obligations (other than contingent indemnification obligations) shall be satisfied in full and the Commitments shall be terminated, the Guarantor shall not have, and the Guarantor shall not directly or indirectly exercise, (a) any rights that it may acquire by way of subrogation under this Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, or (c) any other right which it might otherwise have or acquire (in any way whatsoever) which could entitle it at any time to share or participate in any right, remedy or security of any Guaranteed Party as against the Borrower or any other Loan Party, whether in connection with this Guaranty, any of the other Loan Documents or otherwise. If any amount shall be paid to the Guarantor on account of the foregoing rights at any time when all the Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. Upon the payment in full of the Guaranteed Obligations and the termination of all Commitments, the Guarantor shall be subrogated to the rights of the Guaranteed Parties against the Borrower to the extent otherwise permitted by law; provided, however, that such subrogation shall not (i) constitute a representation or warranty, express or implied, by any Guaranteed Party as to the enforceability or collectibility of any obligations of the Borrower under the Loan Documents or as to the perfection, priority or enforceability of any lien or security interest contained in or relating to any Loan Document, (ii) grant to the Guarantor any right of recourse against any Guaranteed Party in respect thereof, (iii) give rise to any duty on the part of any Guaranteed Party to cooperate with the Guarantor in the protection, preservation or enforcement of any rights the Guarantor may have against the Borrower or any other Loan Party, (iv) impair any Guaranteed Party’s unfettered discretion to settle or otherwise compromise any claims such Guaranteed Party may have against the Borrower or otherwise impair or affect any of the waivers or consents contained herein, or (v) restrict any Guaranteed Party from enforcing or forbearing from enforcing any of its rights or remedies against the Borrower; provided further, that the Guarantor shall, upon demand,

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indemnify each Guaranteed Party against any and all costs and expenses arising directly or indirectly in connection with such right of subrogation.

            Section 7. Subordination.

          (a) Subordination to Payment of Guaranteed Obligations. All payments on account of all Intercompany Loans, whether created under, arising out of or in connection with any documents or instruments evidencing any credit extensions to Borrower or otherwise, including all principal on any such Intercompany Loans, all interest accrued thereon, all fees and all other amounts payable by the Borrower to the Guarantor in connection therewith, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined (the “Subordinated Debt”) shall be subject, subordinate and junior in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment in full in cash or cash equivalents of the Guaranteed Obligations.

          (b) Subordination Upon Any Distribution of Assets of the Borrower. In the event of any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, upon any Insolvency Proceeding with respect to or involving the Borrower, (i) all amounts owing on account of the Guaranteed Obligations, including all interest accrued thereon at the contract rate both before and after the initiation of any such proceeding, whether or not an allowed claim in any such proceeding, shall first be paid in full in cash, or payment provided for in cash or in cash equivalents, before any Subordinated Debt Payment is made; and (ii) to the extent permitted by applicable law, any Subordinated Debt Payment to which the Guarantor would be entitled except for the provisions hereof, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent making such payment or distribution directly to the Administrative Agent (on behalf of the other Guaranteed Parties) for application to the payment of the Guaranteed Obligations in accordance with clause (i), after giving effect to any concurrent payment or distribution or provision therefor to any Guaranteed Party in respect of such Guaranteed Obligations.

          (c) Authorization to Administrative Agent. If, while any Subordinated Debt is outstanding, any Insolvency Proceeding is commenced by or against the Borrower or its property:

                    (i) the Administrative Agent, when so instructed by the Majority Lenders, is hereby irrevocably authorized and empowered (in the name of the Guaranteed Parties or in the name of the Guarantor or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution in respect of the Subordinated Debt and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Guaranteed Parties; and

                    (ii) the Guarantor shall promptly take such action as the Administrative Agent (on instruction from the Majority Lenders) may reasonably request (A) to collect the Subordinated Debt for the account of the Guaranteed Parties and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to the

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Administrative Agent, such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subordinated Debt, and (C) to collect and receive any and all Subordinated Debt Payments.

            Section 8. Continuing Guaranty. This Guaranty is a continuing guaranty and agreement of subordination relating to any Guaranteed Obligations, including Guaranteed Obligations which may exist continuously or which may arise from time to time in connection with successive transactions consummated under the Credit Agreement and the other Loan Documents, and the Guarantor expressly acknowledges that this Guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations exist. This Guaranty shall continue in effect and be binding upon the Guarantor until termination of the Commitments and payment and performance in full of the Guaranteed Obligations.

            Section 9. Payments; Taxes. (a) The Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code or any comparable provision under Irish law), the Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars, in immediately available funds, to the Administrative Agent at such office of the Administrative Agent and to such account as the Administrative Agent shall specify in writing to the Guarantor.

          (b) Any and all payments by the Guarantor to or for the account of any Guaranteed Party under the Guaranty Documents shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of any Guaranteed Party, taxes imposed on or measured by its overall net income, and franchise taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Guaranteed Party is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Guarantor shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under the Guaranty Documents to any Guaranteed Party then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such other Guaranteed Party receives an amount equal to the sum it would have received had no such

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deductions been made, (ii) the Guarantor shall make such deductions, (iii) the Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Guaranteed Party) the original or a certified copy of a receipt evidencing payment thereof.

          (c) In addition, the Guarantor agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under the Guaranty Documents or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, the Guaranty Documents (hereinafter referred to as “Other Taxes”).

          (d) If the Guarantor shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under the Guaranty Documents to any Guaranteed Party, the Guarantor shall also pay to the Administrative Agent or to such Guaranteed Party, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Guaranteed Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Guaranteed Party would have received if such Taxes or Other Taxes had not been imposed.

          (e) The Guarantor agrees to indemnify the Administrative Agent and each other Guaranteed Party for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Guaranteed Party, (ii) amounts payable under Section 9(d) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (e) shall be made within 30 days after the date the Guaranteed Party or the Administrative Agent makes a demand therefor. Such demand for payment shall include a schedule setting out in reasonable detail the calculation of the amount of liability for Taxes or Other Taxes asserted by the Guaranteed Party or Administrative Agent to be due, but no Guaranteed Party shall be obliged to disclose its tax returns or working papers.

          (f) Any payments by the Guarantor hereunder the application of which is not otherwise provided for herein, shall be applied in the order specified in Clause 26.5 of the Credit Agreement.

          (g) The agreements in this Section 9 shall survive the payment of all Guaranteed Obligations.

          (h) The provisions of Clauses 12.4 and 15.1 of the Credit Agreement shall apply to this Section 9.

            Section 10. Representations and Warranties. In order to induce the Lenders to make Loans to the Borrower pursuant to the Credit Agreement, the Guarantor represents

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and warrants to each Guaranteed Party, as of the Closing Date, the Utilisation Date and any Maturity Extension Date, that:

          (a) Existence, Qualification and Power; Compliance with Laws. Each of the Guarantor and its Material Subsidiaries is (i) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite 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) with respect to the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (iii) is duly qualified and is licensed and 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, and (iv) is in compliance with all Laws; except in each case referred to in clauses (iii) and (iv) of this Section 10(a), to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

          (b) Authorization; No Contravention. The execution, delivery and performance by the Guarantor of the Guaranty, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of the Guarantor’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation to which the Guarantor is a party or affecting the Guarantor or the properties of the Guarantor or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Guarantor or its property is subject; or (c) violate any Law. The Guarantor is in compliance with all Contractual Obligations referred to in clause (ii)(A), except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

          (c) 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 the execution, delivery or performance by, or enforcement against, the Guarantor, other than customary filings in connection with judicial or other enforcement proceedings.

          (d) Binding Effect. This Guaranty has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Obligor party thereto. This Guaranty and each other Loan Document constitute a legal, valid and binding obligation of the Obligor party thereto, enforceable against such Person in accordance with its terms.

          (e) Financial Statements; No Material Adverse Effect; No Internal Control Event.

                    (i) The Audited Financial Statements (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (B) fairly present in all material respects the financial condition of the Guarantor as of the date thereof and their results of operations for the period covered thereby

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in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

                    (ii) The unaudited consolidated balance sheet of the Guarantor dated October 1, 2005 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present in all material respects the financial condition of the Guarantor as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (A) and (B), to the absence of footnotes and to normal year-end audit adjustments.

                    (iii) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

          (f) Litigation. There are no actions, suits, or proceedings pending or, to the best of the knowledge of the Guarantor, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Guarantor or any of its Subsidiaries or against any of their properties that (a) are pending as of the date hereof or each Utilisation Date and purport to affect or pertain to this Guaranty or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (b) except as specifically disclosed in Prior SEC Filings or Schedule I, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

          (g) No Default. Neither the Guarantor nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Guaranty or any other Loan Document.

          (h) Ownership of Property; Liens. Each of the Guarantor and each of its Subsidiaries 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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Guarantor and its Material Subsidiaries is subject to no Liens, other than Liens permitted by Section 12(a).

          (i) Environmental Compliance. The Guarantor conducts in the ordinary course of business a review of the effect of existing claims alleging potential liability or responsibility for violation of any Environmental Law on its businesses, operations and properties, and those of its Subsidiaries, and as a result thereof the Guarantor has reasonably concluded that, except as specifically disclosed in Prior SEC Filings or Schedule II, such claims would not, individually or in the aggregate, have a Material Adverse Effect.

          (j) Insurance. The properties of the Guarantor and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Guarantor, in such

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amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Guarantor and its Subsidiaries operate.

          (k) Taxes. The Guarantor and its Material Subsidiaries (i) have filed (A) all Federal, and material state, foreign and other income tax returns and (B) all other material Federal, state, foreign and other tax returns and reports required to be filed, and (ii) have paid all material Federal, state, foreign and other 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. Except as specifically disclosed in Prior SEC Filings, there is no proposed tax assessment against the Guarantor or its Subsidiaries that would reasonably be expected to have a Material Adverse Effect.

          (l) ERISA Compliance.

                    (i) 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 or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Guarantor, nothing has occurred which would prevent, or cause the loss of, such qualification. The Guarantor 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.

                    (ii) There are no pending or, to the best knowledge of the Guarantor, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would 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 would reasonably be expected to result in a Material Adverse Effect.

                    (iii) (A) No ERISA Event has occurred or is reasonably expected to occur; (B) no Pension Plan has any Unfunded Pension Liability; (C) neither the Guarantor 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); (D) neither the Guarantor 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 Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (E) neither the Guarantor nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

          (m) Subsidiaries; Equity Interests. The Guarantor has no Material Subsidiaries other than those specifically disclosed in Prior SEC Filings or on Schedule III. All of the

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outstanding Equity Interests in the Guarantor has been validly issued, and are fully paid and nonassessable.

          (n) Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

                    (i) No Obligor is engaged and will none will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of the Loan, not more than 25% of the value of the assets (either of the Guarantor only or of the Guarantor and its Subsidiaries on a consolidated basis, or of any Loan Party only, or of any Loan Party on a consolidated basis) subject to the provisions of Section 12(a) or Section 12(e) or subject to any restriction contained in any agreement or instrument between the Guarantor and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 13(e) will be margin stock.

                    (ii) None of the Guarantor, any Person controlling the Guarantor, and any Subsidiary of the Guarantor is (A) a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (B) required to be registered as an “investment company” under the Investment Company Act of 1940.

          (o) Disclosure.

                    (i) The Obligors have made available to the Administrative Agent and the Lenders, pursuant to Prior SEC Filings or otherwise, all material agreements, instruments and corporate or other restrictions to which they or any of their Subsidiaries are subject, and all other matters known to them, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

                    (ii) 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 and the negotiation of this Guaranty or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) and disclosed or referenced in the Information Memorandum 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; provided that any such information published by Gartner DataQuest and appearing in the Information Memorandum shall not be included within the scope of this clause (ii), and provided, further, that, with respect to projected financial information, the Guarantor represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that the projected information is subject to significant uncertainties and contingencies, many of which are beyond the Loan Parties’ control, and that, subject to the statement above that such information

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was prepared in good faith based upon assumptions believed to be reasonable at the time, no assurance can be given that any projections will be realized).

          (p) Compliance with Laws. Each of the Guarantor and each of its Subsidiaries 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, would not reasonably be expected to have a Material Adverse Effect.

          (q) Intellectual Property; Licenses, Etc. The Guarantor and its Subsidiaries own, or possess the right to use, all 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 businesses, without material conflict with the rights of any other Person, except to the extent as would not reasonably be expected to result in a Material Adverse Effect. To the best knowledge of the Guarantor, no material slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Guarantor and its Subsidiaries infringes upon any rights held by any other Person. Except as specifically disclosed in Prior SEC Filings or on Schedule IV, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Guarantor, threatened, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

            Section 11. Affirmative Covenants. So long as any Lender shall have any Commitment under the Credit Agreement, or any Loan or other Obligation under any Loan Document shall remain unpaid or unsatisfied, the Guarantor shall, and shall (except in the case of the covenants set forth in subsections (a), (b) and (c)) cause each Loan Party and their respective Subsidiaries to:

          (a) Financial Statements. Deliver to the Administrative Agent:

                    (i) as soon as available, but in any event within 90 days after the end of each fiscal year of the Guarantor, a consolidated balance sheet of the Guarantor and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, 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 and opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Majority Lenders (it being acknowledged that, without limitation, any Big Four Firm shall be deemed reasonably acceptable), which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws 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; and

                    (ii) 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 Guarantor, a consolidated

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balance sheet of the Guarantor and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Guarantor’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 Guarantor as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Guarantor in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

          (b) Certificates; Other Information. Deliver to the Administrative Agent:

                    (i) concurrently with the delivery of the financial statements referred to in Section 11(a)(i) and (ii), a duly completed Compliance Certificate signed by a Responsible Officer of the Guarantor;

                    (ii) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports or management letters submitted to the board of directors (or the audit committee of the board of directors) of the Guarantor by independent accountants in connection with the accounts or books of the Guarantor, or any audit of any of them;

                    (iii) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Guarantor, and copies of all annual, regular, periodic and special reports and registration statements which the Guarantor may file or be required to file 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;

                    (iv) promptly after receipt thereof by the Guarantor, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Guarantor and its Subsidiaries; and

                    (v) promptly, such additional information regarding the business, financial or corporate affairs of the Guarantor or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request, in form and detail reasonably satisfactory to such requesting Person.

     Documents required to be delivered pursuant to Section 11(a)(i) or (ii) or Sections 11(b)(ii), (iii), (iv) and (v) (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 (x) on which the Guarantor posts such documents, or provides a link thereto on the Guarantor’s website; or (y) on which such documents are posted on the Guarantor’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

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sponsored by the Administrative Agent); provided that the Guarantor shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and upon request provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 Guarantor 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 Guarantor hereby acknowledges that (A) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Guarantor hereunder (collectively, “Guarantor Materials”) by posting the Guarantor Materials on IntraLinks or another similar electronic system (the “Platform”) and (B) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Guarantor or its securities) (each, a “Public Lender”). The Guarantor hereby agrees that so long as the Guarantor 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 (w) all Guarantor Materials that are to be made available to Public Lenders 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 Guarantor Materials “PUBLIC,” the Guarantor shall be deemed to have authorized the Administrative Agent, the Arranger, and the Lenders to treat such Guarantor Materials as not containing any material non-public information with respect to the Guarantor or its securities for purposes of United States Federal and state securities laws; (y) all Guarantor Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Guarantor Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Guarantor shall be under no obligation to mark any Guarantor Materials “PUBLIC.”

          (c) Notices. Promptly notify the Administrative Agent and each Lender:

                    (i) of the occurrence of any Default;

                    (ii) of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (i) any breach or non-performance of, or any default under, a Contractual Obligation of the Guarantor or any Subsidiary that has resulted or would reasonably be expected to result in a Material Adverse Effect; (ii) any dispute, litigation, investigation, proceeding or suspension between the Guarantor and any Governmental Authority that has resulted or would reasonably be expected to result in a Material Adverse Effect; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Guarantor, including pursuant to any applicable Environmental Laws, that has resulted or would reasonably be expected to result in a Material Adverse Effect;

                    (iii) of the occurrence of any ERISA Event; and

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                    (iv) of any material change in accounting policies or financial reporting practices by the Guarantor or the Borrower.

     Each notice pursuant to this Section 11(c) shall be accompanied by a statement of a Responsible Officer of the Guarantor setting forth details of the occurrence referred to therein and stating what action the Guarantor has taken and proposes to take with respect thereto. Each notice pursuant to Section 11(c)(i) shall describe with particularity any and all provisions of this Guaranty and any other Loan Document that have been breached.

          (d) Payment of Obligations. Pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including (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 Guarantor or such Subsidiary; (ii) all material lawful claims which, if unpaid, would by law become a material Lien upon property of the Guarantor or a Material Subsidiary (other than a Lien permitted by Section 12(a)), 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 Guarantor or such Subsidiary.

          (e) Preservation of Existence, Etc. (i) As to the Guarantor and each Material Subsidiary, 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 12(d) or 12(e), and as to any Subsidiary that is not a Material Subsidiary, 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 as permitted by Section 12(d) or to the extent that the failure to do so would reasonably be expected to have a Material Adverse Effect; (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 the failure to do so would 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 would reasonably be expected to have a Material Adverse Effect.

          (f) Maintenance of Properties. (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 except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; and (iii) use the standard of care typical in the industry in the operation and maintenance of its facilities.

          (g) Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Guarantor, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

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          (h) 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 would not reasonably be expected to have a Material Adverse Effect.

          (i) Books and Records. (i) Maintain proper books of record and account, in which true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Guarantor and its Subsidiaries; and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Guarantor.

          (j) Inspection Rights. Except as restricted by law, permit representatives of the Administrative Agent and each Lender to visit and inspect any of its properties or those of any of its Subsidiaries, to examine its or their corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its or their affairs, finances and accounts with its or their officers and use reasonable best efforts to procure discussions with its independent public accountants, and, during the existence of a Default or in connection with any reasonable investigation of the possible existence of a Default, use reasonable best efforts to procure discussions with its or their directors, all at the expense of the Administrative Agent or Lender (other than during the existence of an Event of Default), as the case may be, at such reasonable times during normal business hours, on a once-a-year basis (other than during the existence of an Event of Default), upon reasonable advance notice to the Guarantor; provided, however, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Guarantor at any time during normal business hours, without advance notice and with such frequency as may be required by the Administrative Agent or Lenders.

          (k) Use of Proceeds. Use or cause to be used the proceeds of the Facility for general corporate purposes not in contravention of any Law or of any Loan Document.

            Section 12. Negative Covenants. So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Guarantor shall not, nor shall it permit any Subsidiary to, directly or indirectly:

          (a) 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 date hereof and specifically disclosed in Prior SEC Filings or listed on Schedule V and any renewals or extensions thereof, provided that (A) the property covered thereby is not changed, (B) the amount secured or benefited thereby is not increased, (C) the direct or any contingent obligor with respect thereto is not changed, and

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(D) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 12(c)(ii);

                    (iii) any renewals or extensions of Liens permitted hereby (including in connection with refinancings or refundings of the related obligations), provided that (A) the property covered thereby is not expanded or increased, (B) the principal amount of the obligations secured or benefited thereby is not increased (except for accrued interest and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred in connection with such renewal or extension), (C) the direct or any contingent obligor with respect thereto is not changed, and (D) any renewal or extension of the obligations secured or benefited thereby is not prohibited by Section 12(c);

                    (iv) Liens for taxes not yet due 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;

                    (v) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 30 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;

                    (vi) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, product liability insurance and self-insurance, other than any Lien imposed by ERISA;

                    (vii) banker’s liens, rights of set-off, deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

                    (viii) easements, rights-of-way, restrictions and other similar 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 applicable Person;

                    (ix) Liens securing judgments for the payment of money not constituting a Guaranty Default under Section 13(h);

                    (x) any Lien existing on any asset of, or Equity Interest in, any Person at the time such asset or Equity Interest is acquired by such Person or such Person becomes, is merged or consolidated with or into, or is acquired by, the Guarantor or a Subsidiary, which Lien was not created in contemplation of such event;

                    (xi) Liens in favor of the Guarantor, Liens granted by a Subsidiary that is not a Loan Party in favor of a Loan Party and Liens granted by a Subsidiary that is not a Loan Party in favor of a Subsidiary that is not a Loan Party;

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                    (xii) Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Indebtedness in respect of commercial letters of credit;

                    (xiii) statutory and common law liens in favor of any developer, landlord or other third party on property over which the Guarantor or any Subsidiary has easement rights or on any real property leased by the Guarantor or any Subsidiary and subordination or similar agreements relating thereto;

                    (xiv) any condemnation or eminent domain proceedings affecting any real property;

                    (xv) any provision for the retention of title to an asset by the vendor or transferor of such asset, which asset is acquired by the Guarantor or a Subsidiary in a transaction entered into in the ordinary course of business;

                    (xvi) Liens on the proceeds of assets that were subject to Liens permitted hereunder or on assets acquired with such proceeds as a replacement of such former assets;

                    (xvii) Liens securing Indebtedness permitted under Section 12(c)(iv); provided that (A) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (B) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition;

                    (xviii) Liens on Receivables and Receivables-Related Assets in connection with any Permitted Receivables Purchase Facility;

                    (xix) with respect to the Borrower and its Subsidiaries, such Liens as are permitted under Clause 20.3 of the Credit Agreement; and

                    (xx) Liens securing Indebtedness the principal amount of which (when aggregated with the amount of Indebtedness outstanding pursuant to Section 12(c)(iv)), does not at any time exceed an amount equal to 5% of Consolidated Net Tangible Assets, as such assets are determined as of the end of the most recent fiscal quarter of the Guarantor for which financial statements have been from time to time delivered to the Lenders hereunder.

          (b) Investments. Make any Investments, except:

                    (i) Investments held by the Guarantor or any Subsidiary in the form of cash equivalents or short-term marketable debt securities;

                    (ii) advances to officers, directors and employees of the Guarantor or any Subsidiary undertaken in accordance with applicable law, (A) for travel, entertainment, relocation and analogous ordinary business purposes, or (B) in connection with the award of stock (x) under stock incentive and stock option plans duly authorized by the Guarantor’s board of directors or any subcommittee thereof or (y) made within the discretion of the officers of the

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Guarantor as may have been duly authorized by the Guarantor’s board of directors or any subcommittee thereof;

                    (iii) Investments of the Guarantor in any wholly-owned Subsidiary and Investments of any wholly-owned Subsidiary in the Guarantor or in another wholly-owned Subsidiary (including the formation of any such Subsidiary);

                    (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, and 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;

                    (v) Investments existing on the date hereof and specifically disclosed in Prior SEC Filings or on Schedule VII, and any renewals, amendments and replacements thereof that do not increase the amount thereof;

                    (vi) prepayments and other credits to suppliers made in the ordinary course of business;

                    (vii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security or similar legislation made in the ordinary course of business;

                    (viii) pledges or deposits in connection with (i) the performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) contingent obligations on surety or appeal bonds, and (iii) other obligations of a like nature, in each case incurred in the ordinary course of business;

                    (ix) Investments consisting of non-cash consideration received in the form of notes, securities or similar obligations in connection with any Disposition otherwise permitted by this Guaranty;

                    (x) Investments in the form of Permitted Swap Contracts;

                    (xi) Investments consisting of the endorsement of negotiable instruments for deposit;

                    (xii) Investments in a Securitization Entity arising in connection with any Permitted Receivables Purchase Facility;

                    (xiii) Guarantees permitted by Section 12(c);

                    (xiv) Investments (other than Acquisitions) in joint ventures, for the primary purpose of developing, producing, marketing or distributing goods for the Guarantor or any of its wholly-owned Subsidiaries; and

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                    (xv) other Investments (including Acquisitions), provided that before and after giving effect to the making of such Investment, on a Pro Forma Basis, the Consolidated Leverage Ratio does not exceed the maximum level specified in Section 12(k)(ii) hereof for the next occurring fiscal quarter, less 0.25.

          (c) Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

                    (i) Indebtedness under the Loan Documents;

                    (ii) Indebtedness outstanding on the date hereof and specifically disclosed in Prior SEC Filings or listed on Schedule VI and any refinancings, refundings, renewals or extensions thereof; provided that (A) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (B) the terms relating to amortization and maturity (including any right to compel mandatory redemption thereof) of any such refinancing, refunding, renewing or extending Indebtedness, are no less favorable in any material respect to the Guarantor or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended;

                    (iii) obligations (contingent or otherwise) of the Guarantor or its Subsidiaries existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by the Guarantor or such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Guarantor, or changes in the value of securities issued by the Guarantor, and not for purposes of speculation or taking a “market view” (“Permitted Swap Contracts”);

                    (iv) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for all or part of the price of the acquisition, construction or improvement of fixed or capital assets within the limitations set forth in Section 12(a)(xvii); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding, together with the amount of secured Indebtedness incurred and outstanding pursuant to Section 12(a)(xx), shall not at any time exceed an amount equal to 5% of Consolidated Net Tangible Assets, as such assets are determined as of the end of the most recent fiscal quarter of the Guarantor for which financial statements have from time to time been delivered to the Lenders hereunder;

                    (v) Indebtedness owing to a Loan Party or owing to another Subsidiary that is not a Loan Party to the extent the making of such loan by such Loan Party or Subsidiary that is not a Loan Party is permitted by Section 12(b);

                    (vi) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case obtained in the ordinary course of business; or

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                    (vii) other Indebtedness, provided that before and after giving effect to the incurrence thereof (provided, for this purpose, Indebtedness outstanding on the date hereof shall be deemed to have been incurred on the Closing Date), on a Pro Forma Basis, the Consolidated Leverage Ratio does not exceed the maximum level specified in Section 12(k)(ii) hereof for the next occurring fiscal quarter, less 0.25.

          (d) 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 exists or would result therefrom:

                    (i) any Subsidiary (other than the Borrower) may merge with (A) the Guarantor, provided that the Guarantor shall be the continuing or surviving Person, or (B) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;

                    (ii) any Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (and dissolve or liquidate in connection therewith or thereafter provided it does not before such dissolution or liquidation acquire any material assets) to the Guarantor or another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Guarantor or a wholly-owned Subsidiary;

                    (iii) any Subsidiary (other than the Borrower) may merge with the Borrower, provided the Borrower shall be the continuing or surviving Person; and

                    (iv) the Guarantor or any Subsidiary may undertake any Dispositions permitted by Section 12(e).

          (e) Dispositions. Make any Disposition or enter into any legally binding agreement (other than an agreement expressly contingent upon the prior consent of the Majority Lenders pursuant hereto) to make any Disposition, other than Dispositions of cash or cash equivalents, except:

                    (i) Dispositions of obsolete or worn-out property, whether now owned or hereafter acquired, in the ordinary course of business;

                    (ii) Dispositions of inventory and Investments in the ordinary course of business and Dispositions constituting Restricted Payments permitted pursuant to Section 12(f);

                    (iii) Dispositions of equipment or real property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

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                    (iv) Dispositions of property: (A) by any Subsidiary to the Guarantor or CTL or to a wholly-owned Subsidiary, provided that if the transferor of such property is the Borrower, the Guarantor or CTL, the transferee thereof must be the Borrower, the Guarantor or CTL; or (B) by the Guarantor or CTL to any wholly-owned Subsidiary;

                    (v) Dispositions permitted by Section 12(d) (without regard to clause (iv) thereof);

                    (vi) licenses and sales of IP Rights, Dispositions of real property leases, and Dispositions consisting of leases of real property owned by the Guarantor or its Subsidiaries, in each case, undertaken in the ordinary course of business;

                    (vii) Dispositions of Receivables and Receivables-Related Assets pursuant to a Permitted Receivables Purchase Facility;

                    (viii) the sale of Buildings 1-4 at the Guarantor’s River Oaks Campus, in San Jose, California; and

                    (ix) Dispositions not otherwise permitted under this Section 12(e); provided that (A) at the time of such Disposition, no Default shall exist or would result from such Disposition and (B) the aggregate book value of all property Disposed of in reliance on this clause (viii) shall not at any time exceed for any fiscal year an amount equal to 5% of Consolidated Net Tangible Assets, as such assets are determined as of the end of the most recent fiscal quarter of the Guarantor for which financial statements have from time to time been delivered to the Lenders hereunder;

provided, however, that any Disposition pursuant to clauses (i) through (ix) (other than Dispositions between the Guarantor and any of its wholly-owned Subsidiaries, or between any of its wholly-owned Subsidiaries and other than Restricted Payments permitted pursuant to Section 12(f)) shall be for fair market value as determined in good faith by the Guarantor or the Guarantor shall have determined in good faith that such Disposition is in the best interests of the Guarantor and its Subsidiaries and is not materially disadvantageous to the Lenders.

          (f) Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise, unless made expressly subject to the prior consent of the Majority Lenders pursuant hereto) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

                    (i) each Subsidiary may make Restricted Payments to the Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

                    (ii) the Guarantor may declare and make dividend payments or other distributions (A) payable solely in the common stock or other common Equity Interests of the Guarantor or (B) solely in respect of preferred stock outstanding from time to time, payable solely in Eligible Preferred Stock;

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                    (iii) the Guarantor may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;

                    (iv) the Guarantor may purchase, redeem or otherwise acquire the Senior Convertible Notes pursuant to a Permitted Mandatory Repayment; and

                    (v) the Guarantor may declare or pay cash dividends to its stockholders and purchase, redeem or otherwise acquire for cash Equity Interests issued by it, provided that before and after giving effect to such declaration or payment, on a Pro Forma Basis, the Consolidated Leverage Ratio does not exceed the maximum level specified in Section 12(k)(ii) for the next occurring fiscal quarter, less 0.25.

          (g) Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Guarantor on the date hereof or any business substantially related or incidental thereto.

          (h) Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Guarantor, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Guarantor as would be obtainable by the Guarantor 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 the Guarantor and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries, (ii) Restricted Payments permitted by Section 12(f), (iii) the payment or grant of reasonable compensation, benefits and indemnities to any director, officer, employee or agent of the Guarantor or any Subsidiary, and (iv) transactions and agreements in existence on the date hereof and specifically disclosed in Prior SEC Filings or listed on Schedule VIII.

          (i) Burdensome Agreements. Enter into any Contractual Obligation (other than this Guaranty or any other Loan Document) that:

                    (i) limits the ability (A) of any Subsidiary to make Restricted Payments to the Guarantor or to otherwise transfer property to the Guarantor, (B) of any Subsidiary to Guarantee the Indebtedness of the Guarantor or (C) of the Guarantor or any Subsidiary to create, incur, assume or suffer to exist Liens on property of the Guarantor or such Subsidiary; provided, however, that the foregoing shall not prohibit:

                         (I) any negative pledge incurred or provided in favor of any holder of Indebtedness (A) permitted under Section 12(c)(iv) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (B) pursuant to documentation expressly permitting the Credit Facility Obligations to be secured thereby without the consent of the holder of such Indebtedness or any other Person and not involving a Companion Lien;

                         (II) limitations existing under or by reason of any agreement in effect on the Closing Date and specifically disclosed in Prior SEC Filings or listed on Schedule IX;

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                         (III) limitations on the transfer of assets subject to a Lien permitted under Section 12(a) to the extent such limitation relates solely to the assets which are the subject of such Lien, and provided that such transfer restrictions shall not prohibit the granting or enforcement of consensual Liens securing the Credit Facility Obligations;

                         (IV) customary limitations on subletting or assignment of any real estate lease governing a leasehold interest of the Guarantor or any Subsidiary;

                         (V) limitations on the transfer of any property subject to a contract of sale or transfer so long as such limitations apply only to the property to be sold or transferred and such sale or transfer is permitted under the Loan Documents;

                         (VI) limitations existing under or by reason of any agreement of a Person acquired by the Guarantor or any Subsidiary as in effect at the time of such acquisition (but not created in connection with or in contemplation of such acquisition), to the extent that the relevant limitations therein are not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired;

                         (VII) with respect to clauses (i)(A) and (i)(C) above, customary limitations (including financial maintenance covenants) existing under or by reason of real estate leases entered into in the ordinary course of business with Persons not Affiliates of the Guarantor;

                         (VIII) customary limitations in joint venture agreements otherwise permitted by the Loan Documents that relate solely to the joint venture;

                         (IX) restrictions on guarantees incurred or provided in favor of any holder of Indebtedness, which restrictions expressly permit the Credit Facility Obligations to be guaranteed without the consent of the holder of such Indebtedness or any other Person; and

                         (X) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (I) through (VIII) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, are, in the good faith judgment of the Guarantor, not materially less favorable to the Loan Parties or the Lenders with respect to such limitations than those contained in the contracts, instruments or obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or

                    (ii) requires the grant of a Lien to secure an obligation of the Guarantor or any Subsidiary if a Lien is granted to secure another obligation (other than Credit Facility Obligations) of the Guarantor or such Subsidiary (a “Companion Lien”).

          (j) Use of Proceeds. Use the proceeds of the Facility, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

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          (k) Financial Covenants.

                    (i) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Guarantor to be less than 4.00 : 1.00.

                    (ii) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during any period of four fiscal quarters of the Guarantor set forth below to be greater than the ratio set forth below opposite such period:

	Maximum
Four Fiscal Quarters Ending	Consolidated Leverage Ratio
Closing Date through Fiscal Quarter ending nearest September 30, 2007	2.50 : 1.00
Thereafter	2.25 : 1.00

            Section 13. Events of Default and Remedies. Any of the following shall constitute a “Guaranty Default”:

          (a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within three days after the same becomes due, any interest on any Loan, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

          (b) Specific Covenants. The Guarantor fails to perform or observe any term, covenant or agreement contained in any of Section 11(a), 11(b), 11(c), or 11(j) and such failure continues for three Business Days, or Section 11(e)(i) (solely as regards the maintenance of legal existence of any Loan Party), or Section 11(k) or 12 hereof; or

          (c) Other Defaults. The Guarantor fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in this Guaranty on its part to be performed or observed and such failure continues for 35 days; or

          (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Guarantor herein, or in any document delivered in connection herewith, shall be incorrect or misleading in any material respect when made or deemed made; or

          (e) Cross-Default. (i) The Guarantor or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, but beyond any period of grace or cure period provided) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under 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, or (B) fails to observe or perform any other

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agreement or condition to be performed or observed relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, beyond any period of grace or cure period provided, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Guarantor or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Guarantor or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Guarantor or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that this subsection (e) shall not apply to any repayment, put or similar provision to the extent it permits any holder of any Indebtedness of the Guarantor to compel the Guarantor to repay, convert into Capital Stock, or offer to repay, all or any portion of such Indebtedness prior to the stated maturity of such Indebtedness as long as such repayment, put or similar provision is not triggered by a default, event of default or change of control or similar event or circumstance which permits such Indebtedness to be declared due and payable or mandatorily redeemed or repurchased prior to its stated maturity (“Permitted Mandatory Repayment”); or

          (f) Insolvency Proceedings, Etc. Any Loan Party or any of its Material Subsidiaries 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 under any Debtor Relief Law; 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; 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; or

          (g) Inability to Pay Debts; Attachment. (i) The Guarantor or any Material Subsidiary 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 30 days after its issue or levy; or

          (h) Judgments. There is entered against the Guarantor or any Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material

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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 20 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

          (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of the Guarantor under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Guarantor 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

          (j) Invalidity of Loan Documents. Any 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 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 Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

          (k) Change of Control. There occurs any Change of Control.

          (l) Remedies Upon Guaranty Default. If any Guaranty Default occurs or is continuing, the Guaranteed Parties shall have all rights and remedies provided under applicable law, and as provided in the Credit Agreement arising in connection with an Event of Default thereunder.

             Section 14. Notices.

          (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 Guarantor or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on the signature pages hereof; and (ii) if to any other Guaranteed Party, to the address, telecopier number, electronic mail address or telephone number specified in the Credit Agreement. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices 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 delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

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          (b) Electronic Communications. Notices and other communications to the Guaranteed Parties hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent. The Administrative Agent or the Guarantor 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.

     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) Change of Address, Etc. Each of the Guarantor and the Guaranteed Parties may change its address, telecopier or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto.

             Section 15. No Waiver; Cumulative Remedies. No failure by any Guaranteed Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Guaranty Document 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 or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

             Section 16. Costs and Expenses; Indemnification.

          (a) Costs and Expenses. The Guarantor shall: (i) pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery and administration of this Guaranty and the other Guaranty Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), including all attorneys’ fees and disbursements; and (ii) pay or reimburse the Administrative Agent and each other Guaranteed Party for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Guaranty or the other Guaranty Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Guaranteed Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law). The foregoing costs and expenses shall include all taxes and reasonable

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fees related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, and, during the existence of an Event of Default or pursuant to a good faith investigation of the potential existence of an Event of Default, the reasonable cost of independent public accountants and other outside experts retained by any Guaranteed Party.

          (b) Indemnification. Whether or not the transactions contemplated hereby are consummated, the Guarantor agrees to indemnify, save and hold harmless each Agent-Related Person, each other Guaranteed Party and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented attorneys’ fees and disbursements) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Guaranty Document or other Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Guaranty or the Credit Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Guaranty, the Credit Agreement or any other Guaranty Documents or Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date).

          (c) Defense. At the election of any Indemnitee, the Guarantor shall defend such Indemnitee using legal counsel satisfactory to such Indemnitee in such Person’s sole discretion, at the sole cost and expense of the Guarantor.

          (d) Interest. Any amounts payable to by the Guarantor under this Section 16 or otherwise under this Guaranty if not paid upon demand shall bear interest from the date of such demand until paid in full, at a fluctuating interest rate per annum at all times equal to the Base Rate plus 2% per annum, to the fullest extent permitted by applicable Law. Any such interest shall be due and payable upon demand and shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed.

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          (e) Payment. All amounts due under this Section 16 shall be payable within ten Business Days after demand therefor.

          (f) Survival. The agreements in this Section 16 shall survive the termination of the Commitments and repayment of all other Guaranteed Obligations.

             Section 17. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each of the Lenders is authorized at any time and from time to time, without prior notice to the Guarantor, any such notice being waived by the Guarantor to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the Guarantor against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Guaranty or any other Guaranty Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each of the Lenders agrees (by its acceptance hereof) promptly to notify the Guarantor and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

             Section 18. Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Guaranteed Party shall be under any obligation to marshal any assets in favor of the Guarantor or any other Person or against or in payment of any or all of the Guaranteed Obligations. To the extent that the Guarantor makes a payment to any Guaranteed Party, or any Guaranteed Party exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (a) 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 (b) each of the Lenders severally agrees (by its acceptance hereof) to pay to the Administrative Agent upon demand its pro rata 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.

             Section 19. Benefits of Guaranty. This Guaranty is entered into for the sole protection and benefit of the Administrative Agent and each other Guaranteed Party and their respective successors and assigns, and no other Person (other than any Indemnitee specified herein) shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Guaranty. The Guaranteed Parties, by their acceptance of this Guaranty, shall not have any obligations under this Guaranty to any Person other than the Guarantor, and such obligations shall be limited to those expressly stated herein.

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             Section 20. Binding Effect; Assignment.

          (a) Binding Effect. This Guaranty shall be binding upon the Guarantor and its successors and assigns, and inure to the benefit of and be enforceable by the Administrative Agent and each other Guaranteed Party and their respective successors, endorsees, transferees and assigns.

          (b) Assignment. Except to the extent otherwise provided in the Credit Agreement, the Guarantor shall not have the right to assign or transfer its rights and obligations hereunder or under any other Guaranty Documents without the prior written consent of the Majority Lenders. Each Lender may, without notice to or consent by the Guarantor, sell, assign, transfer or grant participations in all or any portion of such Lender’s rights and obligations hereunder and under the other Guaranty Documents in connection with any sale, assignment, transfer or grant of a participation by such Lender in accordance with Clause 22 of the Credit Agreement of or in its rights and obligations thereunder and under the other Loan Documents. In the event of any grant of a participation, the participant (A) shall be deemed to have a right of set-off under Section 17 in respect of its participation to the same extent as if it were such “Guaranteed Party;” and (B) shall also be entitled to the benefits of Section 16.

             Section 21. Governing Law and Jurisdiction.

          (a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH OTHER GUARANTEED PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER GUARANTY DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, THE GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS GUARANTY OR ANY OTHER GUARANTY DOCUMENT. THE GUARANTOR WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

          (c) The Guarantor hereby irrevocably appoints CT Corporation System, a Wolters Kluwer Company, with an office at 111 Eighth Avenue, New York, NY 10011, as its authorized agent (in such capacity, the “NY Process Agent”) with all powers necessary to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any action or proceeding arising out of or relating to this Guaranty and

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the other Loan Documents in any of the courts in and of the State of New York. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the NY Process Agent at the NY Process Agent’s address and the Guarantor hereby irrevocably authorizes and directs the NY Process Agent to accept such service on its behalf and agrees that the failure of the NY Process Agent to give any notice of any such service to the Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. As an alternative method of service, the Guarantor also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Guarantor at its address specified on the signature page hereof. If for any reason CT Corporation System shall cease to act as NY Process Agent, the Guarantor shall appoint forthwith, in the manner provided for herein, a successor NY Process Agent qualified to act as an agent for service of process with respect to all courts in and of the State of New York and acceptable to the Administrative Agent.

          (d) The Guarantor further agrees that the courts of England shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Guaranty or the other Loan Documents (including a dispute regarding the existence, validity or termination of any such document or agreement) (a “Dispute”). The Guarantor further waives any objection which it may have at any time to the laying of venue in relation to any proceedings brought in any such court in respect of any Dispute, waives any claim that such proceedings have been brought in an inconvenient forum, and further waives the right to object, with respect to such proceedings, that such court does not have any jurisdiction over it. The Guarantor hereby irrevocably appoints Cadence Design Systems Limited, with an office at Bagshot Road, Attn: Office of the General Counsel, Bracknell, Berkshire, RG12, OPH, UK, as its authorized agent, with all powers necessary to receive on its behalf service of process in any proceedings, commenced in the English courts.

          (e) Nothing in this Section 21 shall affect the right of the Guaranteed Parties to serve legal process in any other manner permitted by law or limit the right of the Guaranteed Parties to bring any action or proceeding against the Guarantor or its property in the courts of other jurisdictions.

             Section 22. Waiver of Jury Trial. THE GUARANTOR AND EACH GUARANTEED PARTY (BY ITS ACCEPTANCE HEREOF) HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THE GUARANTY DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES OR ANY OF THEM WITH RESPECT TO THE GUARANTY DOCUMENTS, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND THE GUARANTOR AND EACH GUARANTEED PARTY (BY ITS ACCEPTANCE HEREOF) HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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             Section 23. Entire Agreement; Amendments and Waivers. This Guaranty together with the other Guaranty Documents embodies the entire agreement of the Guarantor with respect to the matters set forth herein and supersedes all prior or contemporaneous agreements and understandings of the Guarantor, verbal or written, relating to the subject matter hereof and thereof and shall not be amended except by written agreement of the Guarantor, the Administrative Agent and the Majority Lenders. No waiver of any rights of the Guaranteed Parties under any provision of this Guaranty or consent to any departure by the Guarantor therefrom shall be effective unless in writing and signed by the Administrative Agent and the Majority Lenders, or the Administrative Agent (with the written consent of the Majority Lenders). Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

             Section 24. Severability. If any provision of this Guaranty or the other Guaranty Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty and the other Guaranty Documents shall not be affected or impaired thereby and (b) 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 25. Confidentiality. By its acceptance hereof, each Guaranteed Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (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); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to the Credit Agreement; (e) in connection with the exercise of any remedies hereunder or thereunder or any suit, action or proceeding relating to the Credit Agreement or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or participant in, or any prospective Eligible Assignee of or participant in, any of its rights or obligations under the Credit Agreement (or other permitted assignee of or successor to a Guaranteed Party) or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Guarantor; (g) with the consent of the Guarantor; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Guaranteed Party on a nonconfidential basis from a source other than the Borrower or the Guarantor; or (i) to the National Association of Insurance Commissioners or any other similar organization. In addition, the Guaranteed Parties may disclose the existence of this Guaranty and the Credit Agreement and information about this Guaranty and the Credit Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Guaranteed Parties in connection with the administration and management of the Credit Agreement, the Guaranty Documents and other Loan Documents, the Commitments, and the Facility. For the purposes of this Section,

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“Information” means all information received from the Guarantor relating the Guarantor or its Subsidiaries or their businesses, other than any such information that is available to the applicable Guaranteed Party on a nonconfidential basis prior to disclosure by the Guarantor or its Subsidiaries; provided that, in the case of information received from the Guarantor after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. 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 the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

             Section 26. Counterparts. This Guaranty may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

             Section 27. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Guaranty Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Guarantor in respect of any such sum due from it to any Guaranteed Party hereunder or under the other Guaranty Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of the Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Guarantor in the Agreement Currency, the Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent (by its acceptance hereof) agrees to return the amount of any excess to the Guarantor (or to any other Person who may be entitled thereto under applicable law). The agreements in this Section 27 shall survive the termination of the Commitments and repayment of all Guaranteed Obligations.

             Section 28. USA PATRIOT Act Notice. By their acceptance hereof, 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 Guarantor 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 Guarantor, which information includes the name and address of the Guarantor and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Guarantor in accordance with the Act.

[Signature page follows]

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          IN WITNESS WHEREOF, the Guarantor has executed this Guaranty, as of the date first above written.

CADENCE DESIGN SYSTEMS, INC.
By	/s/ William Porter
	Title: Senior Vice President and   Chief Financial Officer
Address:
	2655 Seely Avenue
	Building 5
	San Jose, California 95134
	U.S.A.
	Attn.: Chief Financial Officer
	Fax No. (408) 944-7168

[Signature page to Guaranty]

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EXHIBIT A

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                     ,                     

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Term Facility Agreement, dated as of December 19, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among Castlewilder, an Irish unlimited company (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, guaranteed by Cadence Design Systems, Inc. (the “Guarantor”), the parent corporation of the Borrower, pursuant to that Guaranty dated as of December 19, 2005 (the “Guaranty”), the terms defined therein being used herein as therein defined).

     The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                          of the Guarantor, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Guarantor, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

     1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 11(a) of the Guaranty for the fiscal year of the Guarantor ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

     1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 11(a) of the Guaranty for the fiscal quarter of the Guarantor ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Guarantor and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

     2. The undersigned has reviewed and is familiar with the terms of the Guaranty and the Agreement, and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Guarantor and the Borrower during the accounting period covered by the attached financial statements.

     3. A review of the activities of the Guarantor and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining

A-1

whether during such fiscal period the Borrower and Guarantor performed and observed all of their Obligations under the Loan Documents, and

[select one:]

     [to the best knowledge of the undersigned during such fiscal period, the Borrower and Guarantor performed and observed each covenant and condition of the Loan Documents applicable to them, and no Default has occurred and is continuing.]

—or—

     [the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

     4. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                     ,                     .

CADENCE DESIGN SYSTEMS, INC.

By:

Name:

Title:

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For the Quarter/Year ended                                         (“Statement Date”)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

I.	Section 12(k)(i) – Consolidated Interest Coverage Ratio.
	A.	Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):
		1.	Consolidated Net Income for Subject Period:	$
		2.	Consolidated Interest Charges for Subject Period:	$
		3.	Provision for income taxes (including franchise taxes imposed in lieu thereof) for Subject Period:	$
		4.	Depreciation expenses for Subject Period:	$
		5.	Amortization expenses for Subject Period:	$
		6.	Write-offs for Subject Period:	$
		7.	Non-recurring non-cash reductions of Consolidated Net Income for Subject Period:	$
		8.	Cash restructuring charges (not to exceed for any period of four consecutive fiscal quarters $20,000,000) for the Subject Period:	$
		9.	Income tax credits for Subject Period:	$
		10.	Non-cash additions to Consolidated Net Income for Subject Period:	$
		11.	Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 – 9 – 10):	$
	B.	Consolidated Interest Charges for Subject Period:		$
	C.	Consolidated Interest Coverage Ratio (Line I.A.11 / Line I.B):		to 1
	Minimum required:			4.00 : 1.00

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II.	Section 12(k)(ii) – Consolidated Leverage Ratio.
	A.	Consolidated Indebtedness at Statement Date:		$
	B.	Consolidated EBITDA for Subject Period (Line I.A.11 above):		$
	C.	Consolidated Leverage Ratio (Line II.A ¸ Line II.B):		to 1
		Maximum permitted:
				Maximum
			Four Fiscal Quarters Ending	Consolidated Leverage Ratio
		Closing Date through Fiscal Quarter		2.50 : 1.00
		ending nearest September 30, 2007
		Thereafter		2.25 : 1.00

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For the Quarter/Year ended ___________________(“Statement Date”)

SCHEDULE 3
to the Compliance Certificate
($ in 000’s)

Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Guaranty)

						Twelve
		Quarter	Quarter	Quarter	Quarter	Months
Consolidated EBITDA		Ended	Ended	Ended	Ended	Ended
Consolidated
Net Income
+	Consolidated Interest Charges
+	income taxes
+	depreciation expense
+	amortization expense
+	write-offs
+	non-recurring non - cash expenses
+	cash restructuring charges
-	income tax credits
-	non-cash income
=	Consolidated
	EBITDA

A-5

EX-10.3

Exhibit 10.3

EXECUTION VERSION

GUARANTY

Dated as of December 19, 2005

Made by

CADENCE TECHNOLOGY LIMITED,
As Guarantor

in Favor of

BANK OF AMERICA, N.A.,
as the
Administrative Agent

and

THE LENDERS
(as defined herein)

TABLE OF CONTENTS

Section		Page
Section 1.	Definitions; Interpretation		1
Section 2.	Guaranty		5
Section 3.	Liability of Guarantor		6
Section 4.	Consents of Guarantor		7
Section 5.	Guarantor Waivers		8
Section 6.	Subrogation		10
Section 7.	Subordination		11
Section 8.	Continuing Guaranty		12
Section 9.	Payments; Taxes		12
Section 10.	Representations and Warranties		14
Section 11.	Notices		15
Section 12.	No Waiver; Cumulative Remedies		16
Section 13.	Costs and Expenses; Indemnification		16
Section 14.	Right of Set-Off		17
Section 15.	Marshalling; Payments Set Aside		17
Section 16.	Benefits of Guaranty		18
Section 17.	Binding Effect; Assignment		18
Section 18.	Governing Law and Jurisdiction		18
Section 19.	Waiver of Jury Trial		20
Section 20.	Entire Agreement; Amendments and Waivers		20
Section 21.	Severability		20
Section 22.	Confidentiality		20
Section 23.	Counterparts		21
Section 24.	Judgment Currency		21

-i-

GUARANTY

          THIS GUARANTY (this “Guaranty”), dated as of December 19, 2005, is made by Cadence Technology Limited, an Irish private limited company (the “Guarantor”), in favor of the Lenders from time to time party to the Term Facility Agreement referred to below, and Bank of America, N.A., as the administrative agent under such agreement (in such capacity, together with any successor administrative agent, the “Administrative Agent”).

RECITALS

          Castlewilder, an Irish unlimited company, (the “Borrower”), the Lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), and the Administrative Agent are parties to a Term Facility Agreement dated as of December 19, 2005 (as amended, modified, renewed or extended from time to time, the “Credit Agreement”).

          The Guarantor is a wholly-owned Subsidiary of the Borrower.

          It is a condition precedent to the making of the Loan to the Borrower under the Credit Agreement at the rate of interest, and with other financial terms, set forth therein, that the Guarantor guarantee the indebtedness and other obligations of the Borrower to the Guaranteed Parties under or in connection with the Credit Agreement as set forth herein.

          The Guarantor will derive benefits from the making of the Loan to the Borrower pursuant to the Credit Agreement (which benefits are hereby acknowledged by the Guarantor).

          Accordingly, to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and in consideration thereof, the Guarantor hereby agrees as follows:

          Section 1. Definitions; Interpretation.

          (a) Terms Defined in Credit Agreement. All capitalized terms used in this Guaranty (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

          (b) Certain Defined Terms. As used in this Guaranty (including in the recitals hereof), the following terms shall have the following meanings:

          “Administrative Agent” has the meaning specified in the introductory paragraph to this Guaranty.

          “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.

          “Agent-Related Persons” means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent,

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the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

          “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.).

          “Borrower” has the meaning specified in the recitals to this Guaranty.

          “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, Dublin, Ireland, New York City or the state where the Administrative Agent’s office is located, and, if such day relates to any LIBOR Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

          “Closing Date” has the meaning specified in the Credit Agreement.

          “Collateral” has the meaning specified in Section 3(a).

          “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.

          “Credit Agreement” has the meaning specified in the recitals to this Guaranty.

          “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, examination, 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.

          “Event of Default” has the meaning set forth in the Credit Agreement.

          “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, however, that (a) 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 (b) 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

2

necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America, N.A. on such day on such transactions as determined by the Administrative Agent.

          “Guaranteed Obligations” has the meaning set forth in Section 2.

          “Guaranteed Parties” means the Administrative Agent and each Lender.

          “Guaranty Documents” means this Guaranty and all other certificates, documents, agreements and instruments delivered to any Guaranteed Party under or in connection with this Guaranty.

          “Insolvency Proceeding” means, with respect to any Person, (a) any case, action or proceeding with respect to such Person before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, examination, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in either case undertaken under Debtor Relief Laws.

          “Intercompany Loans” means, at any time of determination, all outstanding loans and advances for financial purposes, whether secured or unsecured and however evidenced, directly or indirectly extended by the Guarantor in favor of or otherwise owing by the Borrower.

          “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, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

          “Lenders” has the meaning specified in the recitals to this Guaranty.

          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest 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, but not including the filing of a precautionary financing statement solely in respect of true (operating) lease obligations).

          “Loan” means the loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

          “Loan Documents” means the “Finance Documents,” as defined in the Credit Agreement.

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          “Loan Parties” means the “Obligors,” as defined in the Credit Agreement.

          “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities, or condition (financial or otherwise) of the Guarantor and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

          “Maturity Extension Date” means, provided an Extended Maturity Date has arisen pursuant to the Credit Agreement, the Initial Maturity Date.

          “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “Organization Documents” means, (a) 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-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) 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.

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

          “Subordinated Debt” has the meaning set forth in Section 7(a).

          “Subordinated Debt Payments” means any payment or distribution by or on behalf of the Borrower, directly or indirectly, of assets of the Borrower of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Subordinated Debt, as a result of any collection, sale or other disposition of collateral, or by set-off, exchange or in any other manner, for or on account of the Subordinated Debt.

          “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

4

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 a Subsidiary or Subsidiaries of the Guarantor.

          “Utilisation Date” has the meaning set forth in the Credit Agreement.

          (c) Interpretation. 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 Guaranty 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 Guaranty Document, shall be construed to refer to such Guaranty Document in its entirety and not to any particular provision thereof, (iv) all references in a Guaranty Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Guaranty 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. 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.” Section headings herein and in the other Guaranty Documents are included for convenience of reference only and shall not affect the interpretation of this Guaranty or any other Guaranty Document.

          Section 2. Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Guaranteed Parties under or in connection with the Credit Agreement and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness,

5

liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (including any and all amounts due under Section 13), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

          Section 3. Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:

          (a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against the Borrower or any other Person, or any collateral that any Guaranteed Party may from time to time acquire as security for the Guaranteed Obligations (“Collateral”), provided that nothing in this Guaranty shall be construed as imposing any obligation on the Guarantor or any other Loan Party to provide any Collateral for the Guaranteed Obligations;

          (b) this Guaranty is a guaranty of payment when due and not merely of collectibility;

          (c) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and

          (d) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:

               (i) any Insolvency Proceeding with respect to the Borrower, the Guarantor, any other Loan Party or any other Person;

               (ii) any limitation, discharge, or cessation of the liability of the Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;

               (iii) any merger, acquisition, consolidation or change in structure of the Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of the Borrower, the Guarantor, any other Loan Party or other Person;

6

               (iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;

               (v) any claim, defense, counterclaim or set-off, other than that of prior performance, that the Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents, but, subject to Section 15, excluding the defense of payment;

               (vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;

               (vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of the Borrower, any other Loan Party or any other Person;

               (viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;

               (ix) any impairment or invalidity of any Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and

               (x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrower to any Guaranteed Party.

          Section 4. Consents of Guarantor. The Guarantor hereby unconditionally consents and agrees that, without notice to or further assent from the Guarantor:

          (a) the principal amount of the Guaranteed Obligations may be increased or decreased and additional Obligations of the Guarantor under the Loan Documents may be incurred, by one or more amendments, modifications, renewals or extensions of any Loan Document or otherwise;

          (b) the time, manner, place or terms of any payment under any Loan Document may be extended or changed, including by an increase or decrease in the interest rate on any Guaranteed Obligation or any fee or other amount payable under such Loan Document, by an amendment, modification or renewal of any Loan Document or otherwise;

7

          (c) the time for the Borrower’s (or any other Person’s) performance of or compliance with any term, covenant or agreement on its part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Guaranteed Parties may deem proper;

          (d) any Guaranteed Party may discharge or release, in whole or in part, any other Loan Party or any other Person liable for the payment and performance of all or any part of the Guaranteed Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Collateral or any other collateral, nor shall any Guaranteed Party be liable to the Guarantor for any failure to collect or enforce payment or performance of the Guaranteed Obligations from any Person or to realize on the Collateral or other collateral therefor;

          (e) the Guaranteed Parties may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Guaranteed Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof;

          (f) the Guaranteed Parties may request and accept other guaranties of the Guaranteed Obligations and any other indebtedness, obligations or liabilities of the Borrower to any Guaranteed Party and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; and

          (g) the Guaranteed Parties may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of any Loan and any power of sale) granted by any Loan Document or other security document or agreement, or otherwise available to any Guaranteed Party, with respect to the Guaranteed Obligations or any of the Collateral, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of the Guarantor against the Borrower;

all as the Guaranteed Parties may deem advisable, and all without impairing, abridging, releasing or affecting this Guaranty.

          Section 5. Guarantor Waivers.

          (a) Certain Waivers. The Guarantor waives and agrees not to assert:

               (i) any right to require any Guaranteed Party to marshal assets in favor of the Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Borrower, any other Loan Party or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of §9611

8

of the New York UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever;

               (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations;

               (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Borrower, the Guarantor or any other Person;

               (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations;

               (v) any rights to set-offs and counterclaims;

               (vi) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against the Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and

               (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty.

          (b) Additional Waivers.

               (i) The Guarantor waives any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by the Guaranteed Parties upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. The Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the Borrower, the Guarantor or any other Person with respect to the Guaranteed Obligations.

               (ii) Until the Guaranteed Obligations have been paid in full in cash (other than contingent indemnification obligations, which have been provided for to the reasonable satisfaction of the Majority Lenders), the Guarantor waives (A) its rights of subrogation and reimbursement, (B) any defenses the Guarantor may have to the Guaranty by reason of an election of remedies by the Guaranteed Parties, (C) any rights or defenses the Guarantor may have by reason of protection afforded to the Borrower or any other Guaranteed Party pursuant to the anti-deficiency or other laws of the State of New York limiting or discharging the Borrower’s or such other Loan Party’s indebtedness, (D) any defenses arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the Borrower, (E) any defenses based on any claim that the Guarantor’s obligations exceed or are more

9

burdensome than those of the Borrower, (F) any right to compel any Guaranteed Party to proceed against or exhaust any security for the Guaranteed Obligations (or to proceed against such security in a particular order) or to pursue any other remedy in such Guaranteed Party’s power whatsoever, and (G) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties.

               (iii) The Guarantor warrants and agrees that each of the waivers set forth herein is made with full knowledge of its significance and consequences and that if any such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by applicable law.

          (c) Independent Obligations. The obligations of the Guarantor hereunder are independent of and separate from the obligations of any other guarantor of the Guaranteed Obligations, the Borrower and any other Loan Party and upon the occurrence and during the continuance of any Event of Default, a separate action or actions may be brought against the Guarantor, whether or not the Borrower or any such other Loan Party is joined therein or a separate action or actions are brought against the Borrower or any such other Loan Party.

          (d) Financial Condition of Borrower. The Guarantor shall not have any right to require any Guaranteed Party to obtain or disclose any information with respect to: (i) the financial condition or character of the Borrower or the ability of the Borrower to pay and perform the Guaranteed Obligations; (ii) the Guaranteed Obligations; (iii) any Collateral; (iv) the existence or nonexistence of any other guarantees of all or any part of the Guaranteed Obligations; (v) any action or inaction on the part of any Guaranteed Party or any other Person; or (vi) any other matter, fact or occurrence whatsoever.

          Section 6. Subrogation. Until the Guaranteed Obligations (other than contingent indemnification obligations) shall be satisfied in full and the Commitments shall be terminated, the Guarantor shall not have, and the Guarantor shall not directly or indirectly exercise, (a) any rights that it may acquire by way of subrogation under this Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, or (c) any other right which it might otherwise have or acquire (in any way whatsoever) which could entitle it at any time to share or participate in any right, remedy or security of any Guaranteed Party as against the Borrower or any other Loan Party, whether in connection with this Guaranty, any of the other Loan Documents or otherwise. If any amount shall be paid to the Guarantor on account of the foregoing rights at any time when all the Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. Upon the payment in full of the Guaranteed Obligations and the termination of all Commitments, the Guarantor shall be subrogated to the rights of the Guaranteed Parties against the Borrower to the extent otherwise permitted by law; provided, however, that such subrogation shall not (i) constitute a representation or warranty, express or implied, by any Guaranteed Party as to the enforceability or collectibility of any obligations of the Borrower under the Loan Documents or as to the perfection, priority or enforceability of any lien or security interest contained in or relating to any Loan Document, (ii) grant to the Guarantor any right of recourse against any

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Guaranteed Party in respect thereof, (iii) give rise to any duty on the part of any Guaranteed Party to cooperate with the Guarantor in the protection, preservation or enforcement of any rights the Guarantor may have against the Borrower or any other Loan Party, (iv) impair any Guaranteed Party’s unfettered discretion to settle or otherwise compromise any claims such Guaranteed Party may have against the Borrower or otherwise impair or affect any of the waivers or consents contained herein, or (v) restrict any Guaranteed Party from enforcing or forbearing from enforcing any of its rights or remedies against the Borrower; provided further, that the Guarantor shall, upon demand, indemnify each Guaranteed Party against any and all costs and expenses arising directly or indirectly in connection with such right of subrogation.

          Section 7. Subordination.

          (a) Subordination to Payment of Guaranteed Obligations. All payments on account of all Intercompany Loans, whether created under, arising out of or in connection with any documents or instruments evidencing any credit extensions to Borrower or otherwise, including all principal on any such Intercompany Loans, all interest accrued thereon, all fees and all other amounts payable by the Borrower to the Guarantor in connection therewith, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined (the “Subordinated Debt”) shall be subject, subordinate and junior in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment in full in cash or cash equivalents of the Guaranteed Obligations.

          (b) Subordination Upon Any Distribution of Assets of the Borrower. In the event of any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, upon any Insolvency Proceeding with respect to or involving the Borrower, (i) all amounts owing on account of the Guaranteed Obligations, including all interest accrued thereon at the contract rate both before and after the initiation of any such proceeding, whether or not an allowed claim in any such proceeding, shall first be paid in full in cash, or payment provided for in cash or in cash equivalents, before any Subordinated Debt Payment is made; and (ii) to the extent permitted by applicable law, any Subordinated Debt Payment to which the Guarantor would be entitled except for the provisions hereof, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent making such payment or distribution directly to the Administrative Agent (on behalf of the other Guaranteed Parties) for application to the payment of the Guaranteed Obligations in accordance with clause (i), after giving effect to any concurrent payment or distribution or provision therefor to any Guaranteed Party in respect of such Guaranteed Obligations.

          (c) Authorization to Administrative Agent. If, while any Subordinated Debt is outstanding, any Insolvency Proceeding is commenced by or against the Borrower or its property:

               (i) the Administrative Agent, when so instructed by the Majority Lenders, is hereby irrevocably authorized and empowered (in the name of the Guaranteed Parties or in the name of the Guarantor or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution in respect of the Subordinated Debt and give acquittance therefor and to file claims and

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proofs of claim and take such other action (including voting the Subordinated Debt and issuing a notice to the Guarantor pursuant to section 25A(1)(c) of the Irish Companies (Amendment) Act 1990) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Guaranteed Parties; and

               (ii) the Guarantor shall promptly take such action as the Administrative Agent (on instruction from the Majority Lenders) may reasonably request (A) to collect the Subordinated Debt for the account of the Guaranteed Parties and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to the Administrative Agent, such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subordinated Debt, and (C) to collect and receive any and all Subordinated Debt Payments.

          Section 8. Continuing Guaranty. This Guaranty is a continuing guaranty and agreement of subordination relating to any Guaranteed Obligations, including Guaranteed Obligations which may exist continuously or which may arise from time to time in connection with successive transactions consummated under the Credit Agreement and the other Loan Documents, and the Guarantor expressly acknowledges that this Guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations exist. This Guaranty shall continue in effect and be binding upon the Guarantor until termination of the Commitments and payment and performance in full of the Guaranteed Obligations.

          Section 9. Payments; Taxes. (a) The Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code or any comparable provision under Irish law), the Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars, in immediately available funds, to the Administrative Agent at such office of the Administrative Agent and to such account as the Administrative Agent shall specify in writing to the Guarantor.

          (b) Any and all payments by the Guarantor to or for the account of any Guaranteed Party under the Guarantor Documents shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of any Guaranteed Party, taxes imposed on or measured by its overall net income, and

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franchise taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Guaranteed Party is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Guarantor shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under the Guarantor Documents to any Guaranteed Party then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such other Guaranteed Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor shall make such deductions, (iii) the Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Guaranteed Party) the original or a certified copy of a receipt evidencing payment thereof.

          (c) In addition, the Guarantor agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under the Guarantor Documents or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, the Guarantor Documents (hereinafter referred to as “Other Taxes”).

          (d) If the Guarantor shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under the Guarantor Documents to any Guaranteed Party, the Guarantor shall also pay to the Administrative Agent or to such Guaranteed Party, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Guaranteed Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Guaranteed Party would have received if such Taxes or Other Taxes had not been imposed.

          (e) The Guarantor agrees to indemnify the Administrative Agent and each other Guaranteed Party for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Guaranteed Party, (ii) amounts payable under Section 9(d) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (e) shall be made within 30 days after the date the Guaranteed Party or the Administrative Agent makes a demand therefor. Such demand for payment shall include a schedule setting out in reasonable detail the calculation of the amount of liability for Taxes or Other Taxes asserted by the Guaranteed Party or Administrative Agent to be due, but no Guaranteed Party shall be obliged to disclose its tax returns or working papers.

          (f) Any payments by the Guarantor hereunder the application of which is not otherwise provided for herein, shall be applied in the order specified in Clause 26.5 of the Credit Agreement.

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          (g) The agreements in this Section 9 shall survive the payment of all Guaranteed Obligations.

          (h) The provisions of Clauses 12.4 and 15.1 of the Credit Agreement shall apply to this Section 9.

          Section 10. Representations and Warranties. In order to induce the Lenders to make Loans to the Borrower pursuant to the Credit Agreement, the Guarantor represents and warrants to each Guaranteed Party, as of the Closing Date, the Utilisation Date and any Maturity Extension Date, that:

          (a) Existence, Qualification and Power; Compliance with Laws. Each of the Guarantor and its Material Subsidiaries (i) is duly organized or formed, validly existing and, if incorporated or organized in a jurisdiction which recognizes the concept, in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite 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) with respect to the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (iii) is duly qualified and is licensed and 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, and (iv) is in compliance with all Laws; except in each case referred to in clauses (iii) and (iv) of this Section 10(a), to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

          (b) Authorization; No Contravention. The execution, delivery and performance by the Guarantor of the Guaranty, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of the Guarantor’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation to which the Guarantor is a party or affecting the Guarantor or the properties of the Guarantor or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Guarantor or its property is subject; or (c) violate any Law. The Guarantor is in compliance with all Contractual Obligations referred to in clause (ii)(A), except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

          (c) 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 the execution, delivery or performance by, or enforcement against, the Guarantor, other than customary filings in connection with judicial or other enforcement proceedings.

          (d) Binding Effect. This Guaranty has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Obligor party thereto. This Guaranty and each other Loan Document constitute a legal, valid and binding obligation of the Obligor party thereto, enforceable against such Person in accordance with its terms.

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          (e) No Default. Neither the Guarantor nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Guaranty or any other Loan Document.

          Section 11. Notices.

          (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 Guarantor or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on the signature pages hereof; and (ii) if to any other Guaranteed Party, to the address, telecopier number, electronic mail address or telephone number specified in the Credit Agreement. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices 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 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 Guaranteed Parties hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent. The Administrative Agent or the Guarantor 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.

     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) Change of Address, Etc. Each of the Guarantor and the Guaranteed Parties may change its address, telecopier or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto.

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          Section 12. No Waiver; Cumulative Remedies. No failure by any Guaranteed Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Guarantor Document 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 or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

          Section 13. Costs and Expenses; Indemnification.

          (a) Costs and Expenses. The Guarantor shall: (i) pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, negotiation, execution, delivery and administration of this Guaranty and the other Guarantor Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), including all attorneys’ fees and disbursements; and (ii) pay or reimburse the Administrative Agent and each other Guaranteed Party for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Guaranty or the other Guarantor Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Guaranteed Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law). The foregoing costs and expenses shall include all taxes and reasonable fees related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, and, during the existence of an Event of Default or pursuant to a good faith investigation of the potential existence of an Event of Default, the reasonable cost of independent public accountants and other outside experts retained by any Guaranteed Party.

          (b) Indemnification. Whether or not the transactions contemplated hereby are consummated, the Guarantor agrees to indemnify, save and hold harmless each Agent-Related Person, each other Guaranteed Party and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented attorneys’ fees and disbursements) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Guarantor Document or other Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such

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liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Guaranty or the Credit Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Guaranty, the Credit Agreement or any other Guarantor Documents or Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date).

          (c) Defense. At the election of any Indemnitee, the Guarantor shall defend such Indemnitee using legal counsel satisfactory to such Indemnitee in such Person’s sole discretion, at the sole cost and expense of the Guarantor.

          (d) Interest. Any amounts payable to by the Guarantor under this Section 13 or otherwise under this Guaranty if not paid upon demand shall bear interest from the date of such demand until paid in full, at a fluctuating interest rate per annum at all times equal to the Base Rate plus 2% per annum, to the fullest extent permitted by applicable Law. Any such interest shall be due and payable upon demand and shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed.

          (e) Payment. All amounts due under this Section 13 shall be payable within ten Business Days after demand therefor.

          (f) Survival. The agreements in this Section 13 shall survive the termination of the Commitments and repayment of all other Guaranteed Obligations.

          Section 14. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each of the Lenders is authorized at any time and from time to time, without prior notice to the Guarantor, any such notice being waived by the Guarantor to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the Guarantor against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Guaranty or any other Guarantor Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each of the Lenders agrees (by its acceptance hereof) promptly to notify the Guarantor and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

          Section 15. Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Guaranteed Party shall be under any obligation to marshal any assets in favor of the Guarantor or any other Person or against or in payment of any or all of the Guaranteed Obligations. To the extent that the Guarantor makes a payment to any Guaranteed Party, or any

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Guaranteed Party exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (a) 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 (b) each of the Lenders severally agrees (by its acceptance hereof) to pay to the Administrative Agent upon demand its pro rata 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.

          Section 16. Benefits of Guaranty. This Guaranty is entered into for the sole protection and benefit of the Administrative Agent and each other Guaranteed Party and their respective successors and assigns, and no other Person (other than any Indemnitee specified herein) shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Guaranty. The Guaranteed Parties, by their acceptance of this Guaranty, shall not have any obligations under this Guaranty to any Person other than the Guarantor, and such obligations shall be limited to those expressly stated herein.

          Section 17. Binding Effect; Assignment.

          (a) Binding Effect. This Guaranty shall be binding upon the Guarantor and its successors and assigns, and inure to the benefit of and be enforceable by the Administrative Agent and each other Guaranteed Party and their respective successors, endorsees, transferees and assigns.

          (b) Assignment. Except to the extent otherwise provided in the Credit Agreement, the Guarantor shall not have the right to assign or transfer its rights and obligations hereunder or under any other Guarantor Documents without the prior written consent of the Majority Lenders. Each Lender may, without notice to or consent by the Guarantor, sell, assign, transfer or grant participations in all or any portion of such Lender’s rights and obligations hereunder and under the other Guarantor Documents in connection with any sale, assignment, transfer or grant of a participation by such Lender in accordance with Clause 22 of the Credit Agreement of or in its rights and obligations thereunder and under the other Loan Documents. In the event of any grant of a participation, the participant (A) shall be deemed to have a right of set-off under Section 14 in respect of its participation to the same extent as if it were such “Guaranteed Party;” and (B) shall also be entitled to the benefits of Section 13.

          Section 18. Governing Law and Jurisdiction.

          (a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH OTHER GUARANTEED PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

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          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER GUARANTOR DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, THE GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS GUARANTY OR ANY OTHER GUARANTOR DOCUMENT. THE GUARANTOR WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

          (c) The Guarantor hereby irrevocably appoints CT Corporation System, a Wolters Kluwer Company, with an office at 111 Eighth Avenue, New York, NY 10011, as its authorized agent (in such capacity, the “NY Process Agent”) with all powers necessary to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any action or proceeding arising out of or relating to this Guaranty and the other Loan Documents in any of the courts in and of the State of New York. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the NY Process Agent at the NY Process Agent’s address and the Guarantor hereby irrevocably authorizes and directs the NY Process Agent to accept such service on its behalf and agrees that the failure of the NY Process Agent to give any notice of any such service to the Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. As an alternative method of service, the Guarantor also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Guarantor at its address specified on the signature page hereof. If for any reason CT Corporation System shall cease to act as NY Process Agent, the Guarantor shall appoint forthwith, in the manner provided for herein, a successor NY Process Agent qualified to act as an agent for service of process with respect to all courts in and of the State of New York and acceptable to the Administrative Agent.

          (d) The Guarantor further agrees that the courts of England shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Guaranty or the other Loan Documents (including a dispute regarding the existence, validity or termination of any such document or agreement) (a “Dispute”). The Guarantor further waives any objection which it may have at any time to the laying of venue in relation to any proceedings brought in any such court in respect of any Dispute, waives any claim that such proceedings have been brought in an inconvenient forum, and further waives the right to object, with respect to such proceedings, that such court does not have any jurisdiction over it. The Guarantor hereby irrevocably appoints Cadence Design Systems Limited, with an office at Bagshot Road, Attn: Office of the General Counsel, Bracknell, Berkshire, RG12, OPH, UK, as its authorized agent, with all powers necessary to receive on its behalf service of process in any proceedings, commenced in the English courts.

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          (e) Nothing in this Section 18 shall affect the right of the Guaranteed Parties to serve legal process in any other manner permitted by law or limit the right of the Guaranteed Parties to bring any action or proceeding against the Guarantor or its property in the courts of other jurisdictions.

          Section 19. Waiver of Jury Trial. THE GUARANTOR AND EACH GUARANTEED PARTY (BY ITS ACCEPTANCE HEREOF) HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THE GUARANTOR DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES OR ANY OF THEM WITH RESPECT TO THE GUARANTOR DOCUMENTS, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND THE GUARANTOR AND EACH GUARANTEED PARTY (BY ITS ACCEPTANCE HEREOF) HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

          Section 20. Entire Agreement; Amendments and Waivers. This Guaranty together with the other Guarantor Documents embodies the entire agreement of the Guarantor with respect to the matters set forth herein and supersedes all prior or contemporaneous agreements and understandings of the Guarantor, verbal or written, relating to the subject matter hereof and thereof and shall not be amended except by written agreement of the Guarantor, the Administrative Agent and the Majority Lenders. No waiver of any rights of the Guaranteed Parties under any provision of this Guaranty or consent to any departure by the Guarantor therefrom shall be effective unless in writing and signed by the Administrative Agent and the Majority Lenders, or the Administrative Agent (with the written consent of the Majority Lenders). Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

          Section 21. Severability. If any provision of this Guaranty or the other Guaranty Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty and the other Guaranty Documents shall not be affected or impaired thereby and (b) 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 22. Confidentiality. By its acceptance hereof, each Guaranteed Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such

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Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to the Credit Agreement; (e) in connection with the exercise of any remedies hereunder or thereunder or any suit, action or proceeding relating to the Credit Agreement or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or participant in, or any prospective Eligible Assignee of or participant in, any of its rights or obligations under the Credit Agreement (or other permitted assignee of or successor to a Guaranteed Party) or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Guarantor; (g) with the consent of the Guarantor; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Guaranteed Party on a nonconfidential basis from a source other than the Borrower or the Guarantor; or (i) to the National Association of Insurance Commissioners or any other similar organization. In addition, the Guaranteed Parties may disclose the existence of this Guaranty and the Credit Agreement and information about this Guaranty and the Credit Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Guaranteed Parties in connection with the administration and management of the Credit Agreement, the Guaranty Documents and other Loan Documents, the Commitments, and the Facility. For the purposes of this Section, “Information” means all information received from the Guarantor relating the Guarantor or its Subsidiaries or their businesses, other than any such information that is available to the applicable Guaranteed Party on a nonconfidential basis prior to disclosure by the Guarantor or its Subsidiaries; provided that, in the case of information received from the Guarantor after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. 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 the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

          Section 23. Counterparts. This Guaranty may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

          Section 24. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Guarantor Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Guarantor in respect of any such sum due from it to any Guaranteed Party hereunder or under the other Guaranty Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of the Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the

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Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Guarantor in the Agreement Currency, the Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent (by its acceptance hereof) agrees to return the amount of any excess to the Guarantor (or to any other Person who may be entitled thereto under applicable law). The agreements in this Section 24 shall survive the termination of the Commitments and repayment of all Guaranteed Obligations.

[Signature page follows]

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          IN WITNESS WHEREOF, the Guarantor has executed this Guaranty, under seal, as of the date first above written.

[Seal]

Present when the Common Seal of

CADENCE TECHNOLOGY LIMITED

was affixed hereto:

/s/ Gerard Byrne

     Director

/s/ Karen McManamon

     Director/Secretary

[Signature page to Guaranty]