TABLE OF CONTENTS

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SCHEDULES:

Schedule 1.01 – Permitted Existing Indebtedness

Schedule 2.01 – Commitments

Schedule 6.01 – Existing Liens

EXHIBITS:

Exhibit A – Form of Assignment and Assumption

Exhibit B – Form of Guarantor Joinder Agreement

Exhibit C – Form of Borrowing Request

Exhibit D – Form of Interest Election Request

Exhibit E – Form of Section 2.14(e) Certificate

 

BRIDGE LOAN AGREEMENT dated as of May 6, 2009 (this “ Agreement ”), among MERCK & CO., INC., a company organized under the laws of the state of New Jersey (the “ Company ”), the GUARANTORS and LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

W I T N E S S E T H :

The Company has agreed to combine with (the “ Merger ”) SCHERING−PLOUGH CORPORATION (to be renamed Merck & Co., Inc. upon consummation of the Merger) (the “ Parent ”) pursuant to that certain Agreement and Plan of Merger (the “ Merger Agreement ”) dated March 8, 2009 (the “ Signing Date ”).  In connection therewith: (a) pursuant to the Merger Agreement, (i) a wholly-owned Subsidiary of the Parent will merge into the Parent and another wholly-owned Subsidiary of the Parent will merge into the Company so that the Company, as the surviving entity, will be a direct wholly-owned Subsidiary of the Parent, (ii) each share of common stock of the Parent will be converted into the right to receive cash and new common stock of the Parent and (iii) each share of common stock of the Company will be converted into one share of common stock of the Parent; (b) the Company has entered into the Amendment No. 1 (the “ Amendment ”) to the amended and restated credit agreement dated as of April 12, 2006 (the “ Existing Credit Agreement ”, and the Existing Credit Agreement as amended by the Amendment, the “ Amended Credit Agreement ”) among the Company, the lenders party thereto and Citicorp USA, Inc., as administrative agent; (c) the Company or the Parent will enter into a new $1,000,000,000 senior unsecured revolving credit facility dated as of the date hereof (the “ Incremental Facility ”); (d) the Company or the Parent will obtain $3,000,000,000 in cash proceeds (before fees and original issue or market discount) from either (i) the issuance of senior unsecured notes (the “ Senior Notes ”) in a public offering or Rule 144A private placement or (ii) if the Company or the Parent, as the case may be, is unable to issue the full amount of the Senior Notes on or prior to the date (the “ Closing Date ”) on which the Merger is consummated, the senior unsecured bridge term loan facility under this Agreement; and (e) the Company or the Parent will enter into a new $3,000,000,000 senior unsecured asset sale bridge revolving credit facility (“ Asset Sale Facility ”).  This Agreement, the Incremental Facility and the Asset Sale Facility are sometimes herein referred to as the “ New Credit Facilities .” The New Credit Facilities together with the Amended Credit Agreement are sometimes herein referred to as the “ Credit Facilities .”

The parties hereto agree as follows:

ARTICLE 1

Definitions

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

“ ABR ,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.

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

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such Person; provided that for the purpose of Section 6.07, “Control” of a Person shall include the possession, direct or indirect of the power to vote 20% or more of the Voting Stock of such Person.

“ Affiliate Guarantee ” means, with respect to each Guarantor, its guarantee of the Guaranteed Obligations under Article 10 hereof or under Section 1 of a Guarantor Joinder Agreement.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters BBA LIBOR Rates Page LIBOR01 (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Amended Credit Agreement ” has the meaning assigned to such term in the preamble to this Agreement.

“ Applicable Commitment Fee Rate ” means for any Rating Level Period, the rate per annum set forth below opposite the reference to such Rating Level Period:

“ Applicable Lending Office ” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of ABR Borrowings and such Lender’s Eurodollar Lending Office in the case of Eurodollar Borrowings.

“ Applicable Margin ” means as of any date of determination during any period set forth below, the percentage per annum set forth below for the applicable Type of Loan at the applicable time given the Rating Level Period in effect at the time.

Each change in the Applicable Margin resulting from a Rating Level Change shall be effective on the date of such Rating Level Change.

“ Applicable Percentage ” means, with respect to any Lender at any time, (i) if at such time the Commitments are still in existence, the percentage of the total Commitments represented by such Lender’s Commitment and (ii) if at the time, the Commitments are not in effect, the percentage of the total Loan Exposures represented by such Lender’s Loan Exposure.  If Applicable Percentages need be determined at a time after the Commitments have terminated or expired undrawn, or after all Loans borrowed have been repaid, such determination shall be based upon the Commitments most recently in effect (in the former case) or the holding of the Loans at the time of repayment in full (in the latter case).

“ Approved Fund ” has the meaning assigned to such term in Section 9.04.

“ Asset Sale Facility ” has the meaning assigned to such term in the preamble to this Agreement.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

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

“ Borrower ” means the Company; provided that if the Parent shall have been designated the Borrower pursuant to Section 2.18, then “Borrower” shall mean the Parent.

“ Borrowing ” means Loans of the same Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Lease Obligations ” means as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property or a combination thereof, which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“ Capitalization ” means at any time, the sum, without duplication, of (a) Total Debt, (b) consolidated stockholders’ equity of the Credit Group, determined on a consolidated basis in accordance with GAAP and (c) minority interests held by the Credit Group as reflected on the consolidated balance sheet of the Credit Group.

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

(a) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable, except that for purposes of this paragraph (a) such person or group shall be deemed to have “beneficial ownership” of all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), other than (i) the Company or (ii) any employee or director benefit plan or stock plan of the Company or a Subsidiary of the Company or any trustee or fiduciary with respect to any such plan when acting in that capacity or any trust related to any such plan, is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 promulgated pursuant to the Exchange Act), directly or indirectly, of more than 25% of the aggregate voting power of all Voting Stock of the Company; provided that from the Closing Date, each reference in this clause (a) to the Company shall be deemed to be a reference to the Parent;

(b) during any period of 25 consecutive calendar months, a majority of the Board of Directors of the Company shall no longer be composed of individuals (i) who were members of said Board on the first day of such period, (ii) whose election or nomination to said Board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of said Board or (iii) whose election or nomination to said Board 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 said Board; provided that from the Closing Date, each reference in this clause (b) to the Company shall be deemed to be a reference to Parent; or

(c) on and after the Closing Date, the Company ceases to be a Wholly Owned Subsidiary of the Parent.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Change in Tax Law ” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (including the Code), treaty, regulation or rule (or in the official application or interpretation of any law, treaty, regulation or rule, including a holding, judgment or order by a court of competent jurisdiction) relating to United States income taxation.

“ Closing Date ” has the meaning assigned to such term in the preamble to this Agreement.

“ Closing Date Material Adverse Effect ” means a material adverse effect on the business, financial condition or results of operations of the Parent and its Subsidiaries and the Company and its Subsidiaries, taken as a whole; provided that any effect resulting from any of the following Events shall not be considered when determining whether a Closing Date Material Adverse Effect shall have occurred: (i) any change or development in United States financial, credit or securities markets, general economic or business conditions, or political or regulatory conditions, (ii) any act of war, armed hostilities or terrorism or any worsening thereof, (iii) any change in law or United States generally accepted accounting principles or the interpretation or enforcement of either, (iv) any change in the pharmaceutical (including animal health, biotechnology and consumer health) industry, (v) the negotiation, execution, delivery, performance, consummation, potential consummation or public announcement of the Merger Agreement or the transactions contemplated by the Merger Agreement, including any litigation resulting therefrom or with respect thereto, and any adverse change in customer, distributor, employee, supplier, financing source, licensor, licensee, sub-licensee, shareholder, co-promotion, collaboration or joint venture partner or similar relationships resulting therefrom or with respect thereto, including as a result of the identity of the parties to the Merger Agreement, (vi) any failure of the Company or any of its Subsidiaries or the Parent or any of its Subsidiaries to meet, with respect to any period or periods, any internal or industry analyst projections, forecasts, estimates of earnings or revenues, or business plans (it being agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Closing Date Material Adverse Effect may be taken into account in determining whether a Closing Date Material Adverse Effect has occurred), (vii) any change, in and of itself, in the market price or trading volume of the common stock of the Company or the Parent (it being agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of Closing Date Material Adverse Effect may be taken into account in determining whether a Closing Date Material Adverse Effect has occurred), (viii) the taking of any action required by the Merger Agreement and (ix) matters relating to Singulair disclosed in the first bullet-point of clause (b) of Section 9.1 of the Mercury Disclosure Letter (as defined in the Merger Agreement and as delivered to the Administrative Agent on the Signing Date) and matters relating to Remicade disclosed in the first paragraph under clause (b) of Section 9.1 of the Saturn Disclosure Schedule (as defined in the Merger Agreement and as delivered to the Administrative Agent on the Signing Date); provided that the exception set forth in subclause (v) shall not apply with respect to matters or Events that render untrue or incorrect any of the representations and warranties set forth in Sections 3.4, 3.9(b), 3.13(h), 4.4, 4.9(b) and 4.13 of the Merger Agreement as in effect on the Signing Date.  Notwithstanding the proviso to the preceding sentence, if an Event described in any of subclauses (i), (ii), (iii) and (iv) of such provision has had a disproportionate effect on the business, financial condition or results of operations of the Parent and its Subsidiaries and the Company and its Subsidiaries, taken as a whole, relative to other participants in the pharmaceutical (including animal health, biotechnology and consumer health) industry, then the incremental impact of such Event on the Parent and its Subsidiaries and the Company and its Subsidiaries, taken as a whole, relative to other participants in the pharmaceutical (including animal health, biotechnology and consumer health) industry shall be taken into account for purposes of determining whether a Closing Date Material Adverse Effect has occurred or is reasonably expected to occur.

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

“ Company ” has the meaning assigned to such term in the preamble to this Agreement.

“ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Loan Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 or Section 2.19 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.  The initial aggregate amount of the Lenders’ Commitments is $3,000,000,000.

“ Contractual Obligation ” means as to any Person, any obligation of such Person under any agreement or instrument to which such Person is a party or by which it or any of its Property is bound.

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

“ Credit Facilities ” has the meaning assigned to such term in the preamble to this Agreement.

“ Credit Group ” means (i) prior to the Closing Date, the Company and its Subsidiaries and (ii) on and after the Closing Date, the Parent and its Subsidiaries (including the Company and its Subsidiaries).

“ Credit Party ” means (i) prior to the Closing Date, the Borrower and (ii) on and after the Closing Date, the Borrower and each Guarantor.

“ Default ” means any Event of Default or any event that with notice or lapse of time or both would become an Event of Default.

“ Defaulting Lender ” means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to comply with its obligation to fund any portion of its Loans as required hereunder, (b) notified the Borrower or the Administrative Agent in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under agreements in which it has committed to extend credit, (c) failed, within three Business Days after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans; provided that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of an Equity Interest in such Lender or a parent company thereof by a Governmental Authority or an instrumentality thereof; provided further that a Lender may cease to be a Defaulting Lender pursuant to Section 2.17(a).

“ Designated Equity Issuances ” means any Equity Issuance of the Specified Issuer (i) pursuant to employee and other benefit plans, stock option plans, management equity plans, other benefit plans or compensation arrangements or accommodations for management, directors or employees of the Credit Group existing on the Effective Date or established in the ordinary course of business, (ii) pursuant to the Merger Agreement, (iii) constituting consideration for Restricted Investments permitted hereunder, (iv) in connection with the conversion of Parent’s Mandatory Convertible Preferred Stock issued August 15, 2007 and (v) pursuant to dividend reinvestment plans established for the benefit of the common stock holders of the Specified Issuer.

“ Designated Financings ” means the following transactions by any of the Credit Parties or their Subsidiaries: (a) Sale and Lease-Back Transactions the Net Cash Proceeds of which (when taken together with all such Sale and Lease-Back Transactions) do not exceed $100,000,000; (b) Securitization Facilities (other than Foreign Securitization Facilities) the Net Cash Proceeds of which in the aggregate do not exceed $100,000,000 and (c) Foreign Securitization Facilities the Net Cash Proceeds of which in the aggregate do not exceed $500,000,000.

“ Designated Incurrence ” means an Incurrence of Indebtedness resulting from (i) a Designated Financing, (ii) borrowings under the Surviving Revolving Facilities or this Agreement, (iii) Permitted Existing Indebtedness and Permitted Refinancings of Permitted Existing Indebtedness, (iv) Permitted Commercial Paper, (v) Permitted Indebtedness, (vi) Indebtedness of any member of the Credit Group to any other member of the Credit Group, (vii) Permitted Repurchase Indebtedness and (viii) Indebtedness incurred to finance any Restricted Investment permitted hereunder, in an aggregate principal amount not to exceed $250,000,000.

“ Disposition ” or “ Dispose ” means, with respect to any Person, (i) any sale, transfer, license, lease or other disposition (including any Sale and Lease-Back Transaction) of any property or assets by such Person (or the granting of any option or other right to do any of the foregoing), 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 and (ii) any Equity Issuance by any Subsidiary of such Person (excluding any such Equity Issuance that would, if made by a Specified Issuer, constitute a Designated Equity Issuance under clause (i) or (iii) of the definition thereof);   provided that the term Disposition shall not include any loss of or damage to, or any condemnation or other taking of, any property or assets.

“ Disqualified Stock ” means, with respect to any Person, any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or on the happening of any event, matures or is mandatorily redeemable, pursuant a to sinking fund or otherwise, or is exchangeable for Indebtedness of such Person, or is redeemable at the option of the holder thereof, in whole or in part on or prior to the date that is five years after the Maturity Date.

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Domestic Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” in such Lender’s Administrative Questionnaire, or such other office of such Lender as such Lender may from time to time notify the Borrower and the Administrative Agent.

“ Domestic Restricted Investment ” means a Restricted Investment in a Person organized and existing under the laws of the United States of America.

“ Domestic Subsidiary ” means a Subsidiary that is not a Foreign Subsidiary.

“ Effective Date ” means the date on which the condition specified in Section 4.01(a) is satisfied.

“ Eligible Assignee ” shall mean (i) a Lender, (ii) an Affiliate of a Lender, (iii) a commercial bank organized under the Laws of the United States, or any State thereof, and having total assets in excess of $10,000,000,000, (iv) a commercial bank having total assets in excess of $10,000,000,000 or its equivalent in the relevant foreign currency and organized under the laws of any other country (or of any political subdivision of any other country) that (x) is a member of the Organization for Economic Cooperation and Development (or any successor thereto) (“ OECD ”) or (y) has concluded special lending arrangements with the International Monetary Fund associated with its assets; provided that in each case, such bank is acting through a branch or agency located in the country in which it is organized or another country that is described in this clause (iv), (v) the central bank of any country which is a member of the OECD, (vi) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership, trust or other entity) that is engaged in making, purchasing or otherwise investing in commercial loans for its own account in the ordinary course of its business and having total assets in excess of $10,000,000,000 or its equivalent in the relevant foreign currency, (vii) any Approved Fund and (viii) any other Person approved by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower, such approval not to be unreasonably withheld or delayed; provided that none of the Borrower, any Affiliate of the Borrower or an individual shall qualify as an Eligible Assignee.

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Materials.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Credit Group directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ”   means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ Equity Issuance ” means any issuance or sale by any member of the Credit Group after the Effective Date of (i) any of its Equity Interests or (ii) any other security or instrument representing an Equity Interest (or the right to obtain any Equity Interest) in any Credit Party or any of its Subsidiaries, in each case, other than Disqualified Stock.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Company (or, from the Closing Date, the Parent), is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “ reportable event ,” as defined in Section 4043 of ERISA and the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) the existence with respect to any Plan of an “ accumulated funding deficiency ” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, or any Lien shall arise in favor of the PBGC or a Plan on the property of the Company or any ERISA Affiliate, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan, (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition of withdrawal liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; provided that, from the Closing Date, each reference in this definition to the Company shall be deemed to be a reference to the Parent.

“ Eurodollar ,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Eurodollar Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” in such Lender’s Administrative Questionnaire (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time notify the Borrower and the Administrative Agent.

“ Event ” has the meaning assigned to such term in the definition of Material Adverse Change.

“ Events of Default ” has the meaning assigned to such term in Article 7.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder or under any of the other Loan Documents, (a) any Taxes imposed, deducted or withheld by reason of any present or former connection between the Administrative Agent or such Lender or other recipient (as the case may be) and the jurisdiction imposing such Taxes (other than solely on account of the execution and performance of, the enforcement of any right under or the receipt of any payment under, this Agreement or any of the other Loan Documents), (b) any branch profits taxes imposed by the United States of America or any comparable tax imposed by any foreign jurisdiction, and (c) in the case of a Foreign Lender, any Tax imposed, deducted or withheld (i) that is attributable to such Foreign Lender’s failure, inability or ineligibility at any time during which such Foreign Lender is a party to this Agreement to deliver the Internal Revenue Service forms and the Section 2.14(e) Certificate (as applicable) described in Section 2.14(e) certifying that such Foreign Lender is entitled to complete exemption from United States withholding taxation, except to the extent such Foreign Lender’s failure is due to a Change in Tax Law occurring after the date on which such Foreign Lender became a party to this Agreement or the date (if any) on which such Foreign Lender changed its Applicable Lending Office, or (ii) that is imposed on accrued amounts payable to such Foreign Lender at the time of the assignment to such Foreign Lender and its becoming a party to this Agreement, except to the extent that such Foreign Lender’s assignor was entitled, at the time of such assignment, to receive additional payments from the Borrower with respect to such accrued amounts pursuant to Section 2.14(a).

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Fee Letter ” means the fee letter dated as of March 8, 2009 between JPMorgan Chase Bank, N.A., J.P. Morgan Securities, Inc. and the Company.

“ Financial Officer ” of any Person means such Person’s chief financial officer, principal accounting officer or treasurer or any officer of such Person who succeeds to all or substantially all of the responsibilities thereof.

“ Foreign Lender ” means any Lender that is not a United States Person.

“ Foreign Securitization Facility ” means any Securitization Facility in which the related property or assets are those of a Foreign Subsidiary.

“ Foreign Subsidiary ” means any Subsidiary that is not organized under the laws of the United States of America or any political subdivision thereof.

“ GAAP ” means generally accepted accounting principles in effect in the United States of America from time to time.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease Property or services for the purpose of assuring the holder of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for deposit or collection in the ordinary course of business.

“ Guaranteed Obligations ” has the meaning assigned to such term in Section 10.01.

“ Guarantor ” means Parent and each Subsidiary of Parent that shall, at any time from the Effective Date, become a “Guarantor” pursuant to Section 2.18, Section 5.09 or Section 10.09 (excluding, for the avoidance of doubt, any such entity that is a Borrower as of the date of determination).

“ Guarantor Joinder Agreement ” means a Guarantor Joinder Agreement substantially in the form of Exhibit B hereto.

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

“ Hedging Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or combination of such transactions.

“ Incremental Facility ” has the meaning assigned to such term in the preamble to this Agreement.

“ Incurrence of Indebtedness ” means (i) the incurrence of any Indebtedness of the type set forth in clause (a) of the definition of Indebtedness, (ii) the issuance of any Disqualified Stock or (iii) any Disposition pursuant to a Securitization Facility, in each case subsequent to the Effective Date by a member of the Credit Group.

“ Indebtedness ” of any Person means (a) all obligations of such Person for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, (b) all obligations of such Person to pay the deferred purchase price of Property or services, except current accounts payable arising in the ordinary course of business, (c) all Capital Lease Obligations of such Person, (d) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Indebtedness is assumed by such Person, (e) all Indebtedness of others Guaranteed by such Person, (f) all reimbursement obligations or other obligations (other than contingent obligations) with respect to bankers’ acceptances or letters of credit or similar instruments created or issued at the request of such Person and (g) the net liability of such Person under Hedging Agreements.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Index Debt ” means the senior, unsecured, long-term Indebtedness for borrowed money of (i) prior to the Closing Date, the Company and (ii) from the Closing Date, the Parent, in either case that is not guaranteed by any other Person (other than a Person that is at the time a Credit Party) or subject to any other credit enhancements.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.

“ Interest Payment Date ” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“ Interest Period ” means the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ JV Equity Issuance ” means any Equity Issuance by any Subsidiary in connection with the creation of a new joint venture or similar arrangement.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”) from LIBOR01 Page, 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, as the rate for dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then the “ LIBO Rate ” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, charge, hypothecation, encumbrance or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Loan Documents ” means this Agreement, the Notes (if any), the Fee Letter and each Guarantor Joinder Agreement.

“ Loan Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans at such time.

“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“ Material Adverse Change ” means that either (a) since December 31, 2008, there has occurred any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts (each, an “ Event ”) or Events that have had or would be reasonably expected to have, either individually or in the aggregate, a Closing Date Material Adverse Effect, except that any effect resulting from any matter disclosed in (i) the Saturn Disclosure Letter (as defined in the Merger Agreement and as in effect on the Signing Date), (ii) the Mercury Disclosure Letter (as defined in the Merger Agreement and as in effect on the Signing Date) or (iii) the annual report on Form 10-K for the Company or the Parent for the year ended December 31, 2008 (other than disclosures in the “Risk Factors” or “Forward Looking Statements” sections of such reports or any other disclosures in such reports to the extent they are similarly predictive or forward-looking in nature) shall not be considered when determining whether a Closing Date Material Adverse Effect shall have occurred under this clause (a), or (b) since the Signing Date, there has occurred any Event or Events that have had or would reasonably be expected to have, either individually or in the aggregate, a Closing Date Material Adverse Effect.

“ Material Adverse Effect ” means (i) on any date on or prior to the Closing Date, a Closing Date Material Adverse Effect and (ii) on any date after the Closing Date, a material adverse effect on (a) the business, condition (financial or otherwise) or operations of the Credit Group, (b) the ability of the Credit Parties to perform any of their obligations hereunder or under the other Loan Documents or (c) the rights or remedies of the Lenders or the Administrative Agent hereunder or under the other Loan Documents.

“ Maturity Date ” means the date that is 364 days after the Closing Date or, if such day is not a Business Day, the immediately preceding Business Day.

“ Merger ” has the meaning assigned to such term in the preamble to this Agreement.

“ Merger Agreement ” has the meaning assigned to such term in the preamble to this Agreement.

“ Moody’s ” means Moody’s Investors Service, Inc., or any successor thereto.

“ Moody’s Rating ” means at any time, the rating of Index Debt then most recently announced by Moody’s.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ” means, (a) with respect to any Disposition by any member of the Credit Group, the aggregate amount of all cash proceeds (including any cash proceeds received by way of deferred payment of principal pursuant to a note or installment receivable, purchase price adjustment, or otherwise, but only as and when received) received by the Credit Group in respect of such Disposition, net of (i) all attorneys’ fees, accountants’ fees, brokerage, consultant and other customary fees and commissions, title and recording tax expenses and other fees and expenses incurred by the Credit Group in connection with such Disposition, (ii) all Taxes (including Taxes arising out of the distribution of such cash proceeds by a Foreign Subsidiary directly to any Credit Party or indirectly to any Credit Party by one or more intermediate Subsidiaries or another Subsidiary organized and existing under the laws of the United States of America or any political subdivision thereof (such Taxes, “ Specified Taxes ”)) paid or reasonably estimated to be payable as a result thereof, (iii) any liabilities or obligations associated with the property or assets Disposed of in such Disposition and retained, indemnified or insured by the Credit Group after such Disposition, including without limitation pension and other post-employment benefit liabilities, liabilities related to environmental matters, and liabilities relating to any indemnification obligations associated with such Disposition, (iv) all payments made, and all installment payments required to be made, with respect to any obligation (x) that is secured by any property or assets subject to such Disposition, in accordance with the terms of any Lien upon such property or assets, or (y) that must by its terms, or in order to obtain a necessary consent to such Disposition, or by applicable law, be repaid out of the proceeds from such Disposition, (v) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Disposition, or to any other Person (other than any member of the Credit Group) owning a beneficial interest in the property or assets Disposed of in such Disposition, (vi) the amount of any purchase price or similar adjustment (x) claimed by any Person to be owed by a member of the Credit Group, until such time as such claim shall have been settled or otherwise finally resolved or (y) paid or payable by a member of the Credit Group, in either case in respect of such Disposition, and (vii) the amount of any such cash proceeds required to be applied to repay or reduce commitments under the Asset Sale Facility,  (b) with respect to any Property Loss Event, the aggregate amount of all cash proceeds received by the Credit Group, net of (i) amounts applied or committed to be applied, to the restoration or repair of damaged property or assets or to the purchase price of replacement property or assets or other similar property or assets useful in the business of the Credit Parties within 180 days after the receipt of such proceeds, (ii) Taxes, including Specified Taxes, and (iii) the amount of any such cash proceeds required to be applied to repay or reduce commitments under the Asset Sale Facility and (c) with respect to any Equity Issuance or Incurrence of Indebtedness, the aggregate amount of all cash proceeds received by the Credit Group in respect of such Equity Issuance or Incurrence of Indebtedness, net of fees, expenses, costs, underwriting discounts and commissions incurred by the Credit Group in connection therewith and net of Taxes paid or estimated to be payable as a result thereof.

“ Note ” has the meaning assigned to such term in Section 2.07(e).

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, the Loan Documents that are imposed by a Governmental Authority in a jurisdiction in which the Borrower is incorporated, organized, managed and controlled or otherwise has a connection (other than solely as a result of entering into, performing any obligations, receiving any payments or enforcing any rights under, this Agreement or any of the other Loan Documents).

“ Outside Closing Date ” has the meaning assigned to such term in Section 4.01(f).

“ Parent ” has the meaning assigned to such term in the preamble to this Agreement.

“ Participant ” has the meaning assigned to such term in Section 9.04(c).

“ PATRIOT Act ” has the meaning assigned to such term in Section 9.13.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Commercial Paper ” means commercial paper issued by any Credit Party in the ordinary course of business (including, for the avoidance of doubt, to finance Restricted Investments not otherwise prohibited under this Agreement) or to provide financing for the Merger (and commercial paper issued to refinance such outstanding commercial paper).

“ Permitted Encumbrances ” means:

(a) Liens imposed for taxes that are not yet due or which are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or which are being contested in compliance with Section 5.04;

(c) pledges and deposits made in compliance with workers’ compensation, unemployment insurance and other social security laws or obligations, and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (f) of Article 7;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property that arise in the ordinary course of business and do not materially interfere with the ordinary conduct of business of any member of the Credit Group;

(g) any Liens securing industrial development, pollution control or similar revenue bonds; provided that such Lien is limited to the facility or facilities constructed with the proceeds of such bonds;

(h) Liens on Property of any Subsidiary (other than any Credit Party) securing Indebtedness owing by such Subsidiary to any member of the Credit Group;

(i) any Lien created under any Permitted Securitization; provided that such Lien is limited to the Property (plus improvements on such Property) that is the subject of such Permitted Securitization; and

(j) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Permitted Encumbrance referred to in the foregoing clauses;  provided that the outstanding principal amount of the Indebtedness or obligations secured thereby is not increased.

“ Permitted Existing Indebtedness ” means the Indebtedness of the Company and its Subsidiaries set forth on Schedule 1.01 and any Indebtedness of Parent or its Subsidiaries (other than the Company and its Subsidiaries) existing on the Closing Date to the extent permitted to be incurred without the consent of the Company pursuant to the Merger Agreement as in effect on the Signing Date (other than pursuant to the “Financing Arrangements” as defined in the Merger Agreement).

“ Permitted Indebtedness ” means Indebtedness for borrowed money or Guarantees thereof (without duplication) (i) of any Subsidiary that is not a Credit Party in an aggregate principal amount for all such Subsidiaries that does not exceed $1,000,000,000 and (ii) of any Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries that does not exceed $1,000,000,000.

“ Permitted Refinancing ” means any extension, refinancing, renewal, replacement or defeasement of any Indebtedness that (a) does not exceed the principal amount of such Indebtedness (plus all accrued interest thereon and the amount of all Taxes, fees, costs, expenses and premiums incurred in connection therewith), (b) is on the whole on terms no less favorable in all material respects to the Credit Group than such Indebtedness or is on terms that are reasonable based on current market conditions for such Indebtedness, and (c) has a weighted average maturity and final maturity (measured as of the date of such extension, refinancing, renewal replacement or defeasance) no shorter than that of such Indebtedness.

“ Permitted Repurchase Indebtedness ” means Indebtedness incurred under Repurchase Agreements (a) with a term of not more than 270 days for securities, money-market funds, loans or instruments that