THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2

EXECUTION VERSION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 22, 1995 as amended and restated as of November 17, 2006 (this “Agreement”), is made between NATIONAL SEMICONDUCTOR CORPORATION a Delaware corporation (the “Company”) and BANK OF AMERICA, N.A. successor by merger to Bank of America National Trust and Savings Association (the “Bank”).

WHEREAS, the Company and the Bank entered into that certain Credit Agreement dated as of August 22, 1995, as amended by the Waiver and First Amendment to Credit Agreement dated on or about December 12, 1995, as amended by the Second Amendment to Credit Agreement dated as of July 3, 1996, as amended by the Third Amendment to Credit Agreement dated as of September 30, 1996, as amended by the Fourth Amendment to Credit Agreement dated as of December 19, 1997, as amended and restated by that certain Amended and Restated Credit Agreement dated as of August 25, 1998, and as amended by the First Amendment to (the Amended and Restated) Credit Agreement dated as of August 25, 2001 and as further amended and restated as of August 25, 2004 (collectively, the “Credit Agreement” as so amended, restated or modified as of the da te hereof, the “Existing Agreement”).

WHEREAS, the Company and the Bank wish to extend the Termination Date of the Existing Agreement and to amend and restate the Existing Agreement;

NOW THEREFORE, the Company and the Bank agree to amend and restate the Existing Agreement as set forth in this Agreement, which completely amends, restates, and replaces the Existing Agreement, all upon the terms and provisions and subject to the conditions hereinafter set forth.  In consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

ARTICLE I.

DEFINITIONS

1.01         Certain Defined Terms.  Capitalized terms used in and not defined in this Agreement shall have the respective meanings ascribed in the Multicurrency Credit Agreement.  In addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, (c) the power to elect, appoint, or cause the election or appointment of at least a majority of the members of the board of directors or similar governing body of such Person, or (d) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary) provided that the Company or its Subsidiary is the surviving entity.

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

“Agreement” means this Third Amended and Restated Credit Agreement.

“Attorney Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel, provided that “Attorney Costs” shall mean and include all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel if incurred by the Bank in connection with the enforcement or protection of its rights under this Agreement or any other Loan Document.

“Bank’s Payment Office” means the Bank’s office at 1850 Gateway Boulevard, Fourth Floor, Concord, California, or such other office of the Bank as the Bank may from time to time specify.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or San Francisco, California are authorized or required by law to close and, if the applicable Business Day relates to any Loan, means such a day on which dealings are carried on in the applicable offshore Yen interbank market.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) other than an employee benefit plan or related trust of the Company or of the Company and any Subsidiaries, of shares representing 50% or more of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Company; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) individuals constituting the Company’s board of directors on the Closing Date (as defined therein) of the Multicurrency Credit Agreement, nor (ii) any subsequent di rector whose election by the board of directors or nomination for election by the Company’s stockholders was not approved by a vote of at least two-thirds of the directors then in office, which directors either were directors on the Closing Date (as defined therein) of the Multicurrency Credit Agreement or whose election or nomination for election was previously so approved.

“Closing Date” means the date on which all conditions precedent to the initial extension of credit under the Existing Agreement were satisfied or waived.

“Code” means the Internal Revenue Code of 1986.

“Commitment” has the meaning specified in Section 2.01.

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“Contractual Obligations” means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement 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.

“Default” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.

“Dollars”, “dollars” or “$” means lawful money of the United States of America.

“Eligible Assignee” shall have the meaning provided in Section 9.10(f).

The “Equivalent Amount” of any currency in relation to another currency shall be calculated at the spot rate for the purchase of the first currency with the second currency as quoted by the Bank at approximately 8:00 a.m. in San Francisco, California on the date of determination.

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company, 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 or the regulations issued thereunder with respect to a Plan (other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC); (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; (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 E RISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans 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.

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“Event of Default” means any of the events or circumstances specified in Section 8.01.

“Existing Agreement” has the meaning specified in the first Whereas clause of this Agreement.

“Further Taxes” means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges (including, without limitation, net income taxes and franchise taxes), and all liabilities with respect thereto, imposed by any jurisdiction on account of amounts payable or paid pursuant to Section 3.01.

“GAAP” means generally accepted accounting principles in the United States of America.

“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.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid (excluding deferred compensation obligations owed to current and former directors, officers and employees), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable, measured in accordance with GAAP, incurred in the ordinary course of business), (f) all Indebtedness of others secured by (o r for which the holder of such Indebtedness has an existing right, contingent or otherwise to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all capital lease obligations of such Person (the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP), (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, letters of guaranty and similar instruments supporting Indebtedness, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) all net obligations with respect to Hedging Agreements, and (1) all synthetic lease obligations (the monetary obligation of a Person under (i) a so-called synthetic, off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property creating obligations that

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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)) and all obligations with respect to securitized assets, in each case whether contingent or otherwise. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Insolvency Proceeding” means (a) any case, action or proceeding 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 each case (a) and (b) under either U.S. federal, state or foreign law.

“Interest Payment Date” of a Loan means the last day of each calendar quarter.

“Loan” means an extension of credit by the Bank to the Company under Article II, made under the Existing Agreement and continued under this Agreement.

“Loan Documents” means this Agreement and all other documents delivered to the Bank in connection herewith.

“Long Term Fixed Rate” means 2.50% per annum.

“Margin Stock” means “margin stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System.

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

“Material Indebtedness” means any Indebtedness or Contractual Obligation (other than in respect of Hedging Agreements) when due (whether by schedule maturity, requirement prepayment, acceleration, demand or otherwise) the outstanding amount of which at the time of such default is not less than $25,000,000 or the Equivalent Amount in other currencies.

“Multicurrency Credit Agreement” means the Credit Agreement (Multicurrency) dated as of October 30, 2000 between the Company and the Bank. References herein to the Multicurrency Credit Agreement shall mean such credit agreement as in effect from time to time, including at any time after any amendment thereto made in accordance with the terms thereof and if such credit agreement or the commitment to extend credit

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thereunder shall have terminated or expired, shall mean such credit agreement as in effect immediately prior to such termination or expiration.

“Obligations” means all advances, debts, liabilities, obligations, covenants and duties arising under any Loan Document owing by the Company to the Bank or any Indemnified Person, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising.

“Other Taxes” means any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, this Agreement or any other Loan Documents.

“Pension Plan” means a pension plan, as defined in Section 3(2) of ERISA, subject to Title IV of ERISA, which the Company or any ERISA Affiliate sponsors or maintains, or to which the Company or any ERISA Affiliate makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan, as described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years; but excluding in all cases any Multiemployer Plan.  “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or Governmental Authority.

“Reference Rate” shall have the meaning provided in Section 2.06(c).

“Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

“Solvent” means, as to any Person at any time, that (i) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the United States Bankruptcy Code (11 U.S.C. §101 et seq.); (ii) the present fair saleable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (iii) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (v) such Person is not engaged in business or a transaction, and is not about to engage in

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business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“Subsidiary” means any subsidiary of the Company.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date.

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

“Taxes” means any and all present or future taxes, levies, assessments, imposts, duties, deductions, deposits, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Bank, taxes imposed on or measured by its net income by the jurisdiction (or any political subdivision thereof) under the laws of which the Bank is organized or maintains a lending office.

“Termination Date” means November 17, 2010.

“Third Restatement Date” means the date on which all conditions precedent set forth in Section 4.01 are satisfied or waived by the Bank.

“Unfriendly Acquisition” means any Acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired.

“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 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.

“Yen” means the lawful money of Japan.

1.02         Other Definitional Provisions.

(a)           Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.  Terms (including uncapitalized terms) not otherwise defined herein

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or in the Multicurrency Credit Agreement and that are defined in the California Uniform Commercial Code shall have the meanings therein described.

(b)           Whenever any provision of the Multicurrency Credit Agreement is referred to or incorporated by reference into this Agreement (i) all related defined terms shall also be deemed incorporated herein by reference, and (ii) unless the context clearly otherwise requires, all references to the following terms shall have the following meaning:

(i)            “this Agreement,” “herein,” “hereof,” “hereunder,” and words of similar meaning shall be deemed to be references to this Agreement.

(ii)           “Credit Documents” or Credit Document” shall be deemed to be a reference to Loan Documents or Loan Document.

(iii)          “Credits,” “Credit,” “Loans,” or “Loan” shall be deemed to be a reference to Loans or Loan, as the context may require.

(iv)          “Notices,” “certificates” and other communications shall be deemed to be references to notices, certificates, and other communications under this Agreement and the Multicurrency Credit Agreement.

(v)           “Agent”, “Banks”, “Bank” and “Majority Banks” shall be deemed references to the Bank.

1.03         Terms Generally.  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 (a) any definition of or reference to any agreement, instrument or other document herein 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), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof and hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, (e) references to any statute or regulation includes all applicable regulations and all amendments or replacements thereto, and (f) 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 all securities, accounts and contract rights.  This Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.  Unless otherwise expressly provided, any reference to any action of the Bank by way of consent, approval or waiver shall be deemed modified by the phrase “in its sole discretion.” This Agreement and the other Loan Documents are the result of negotiations among

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and have been reviewed by counsel to the Bank and the Company, and are the products of such parties.  Accordingly, this Agreement and the other Loan Documents shall not be construed against the Bank merely because of its involvement in their preparation.

1.04         Accounting Terms, GAAP.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Bank that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Bank requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.  References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the Company.

ARTICLE II.

THE CREDIT

2.01         Amount and Terms of Commitment.  The Bank, on the terms and conditions set forth herein, made loans in Yen to the Company (each such loan, a “Loan”) from time to time during the period from the Closing Date to September 30, 1995 in an aggregate amount of Yen 2,408,750,000 (the “Commitment”). Amounts borrowed as Loans which are repaid or prepaid by the Company may not be reborrowed.

2.02         Loan Accounts.  The Loans made by the Bank were and shall be evidenced by one or more loan accounts or records maintained by the Bank in the ordinary course of business.  The loan accounts or records maintained by the Bank shall be rebuttable presumptive evidence of the amount of the Loans made by the Bank to the Company and the interest and payments thereon.  Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company hereunder to pay any amount owing with respect to the Loans.

2.03         Conversion to Fixed Rate Loan.  On and as of the Third Restatement Date, all Loans outstanding on such date shall commence accruing interest on the full principal amount thereof at the Long Term Fixed Rate, and shall thereafter accrue interest at such rate until repaid, subject to the other terms and provisions hereof.  Such Loans shall thereafter comprise a single Loan, subject to repayment in accordance with the terms and provisions hereof.

2.04         Optional Prepayments.  Subject to Section 3.04, the Company may, at any time or from time to time, upon not less than five Business Days’ irrevocable notice to the Bank, prepay the Loan in whole or in part, in Yen in a minimum amount which is the Equivalent Amount (determined as of the date the Bank receives the notice of prepayment) of $1,000,000 (or any whole multiple of $1,000,000 in excess thereof) in Yen.  Such notice of prepayment shall specify the date and amount of such prepayment.  The Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein,

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together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 3.04.

2.05         Repayment.  The Company shall repay the principal amount of the Loan on the Termination Date.

2.06         Interest.

(a)           From and after the Third Restatement Date, the Loan shall bear interest on its outstanding principal amount at a rate per annum equal to the Long Term Fixed Rate.

(b)           Interest on the Loan shall be paid in arrears on each Interest Payment Date and on the Termination Date.  Interest shall also be paid on the date of any prepayment of Loans under Section 2.04 for the portion of the Loan so prepaid and upon payment (including prepayment) in full thereof and, during the existence of any Event of Default, interest shall be paid on demand.

(c)           Notwithstanding subsection (a) of this Section, while any Event of Default exists or after acceleration, the Company shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of each outstanding Loan at a rate per annum which is the greater of (i) the sum of two percentage points plus the interest rates applicable to such Loan or (ii) the sum of two percentage points plus the Reference Rate. “Reference Rate” means the rate of interest in effect for such day as publicly announced from time to time by the Bank’s branches in Japan as the Bank’s “reference rate” for Yen loans. (The “reference rate” is a rat e set by the Bank based upon various factors including the Bank’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 the reference rate announced by the Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

(d)           Anything herein to the contrary notwithstanding, the obligations of the Company to the Bank hereunder shall be subject to the limitation that payments of interest shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the Bank would be contrary to the provisions of any law applicable to the Bank limiting the highest rate of interest that may be lawfully contracted for, charged or received by the Bank, and in such event the Company shall pay the Bank interest at the highest rate permitted by applicable law.

2.07         Computation of Fees and Interest.

(a)           All computations of interest and fees shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year).  Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof.

(b)           Each determination of an interest rate by the Bank shall be conclusive and binding on the Company in the absence of manifest error.

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2.08         Payments by the Company.

(a)           All payments to be made by the Company shall be made without set-off, recoupment, counterclaim, condition or deduction.  Except as otherwise expressly provided herein, all payments by the Company shall be made to the Bank at the Bank’s Payment Office and shall be made in Yen with respect to principal and interest and in Dollars in all other cases and in immediately available funds, no later than 10:00 a.m. (San Francisco, California time) on the dates specified herein.  Any payment received by the Bank later than 10:00 a.m. (San Francisco, California time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue.

(b)           Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01         Taxes.

(a)           Any and all payments by the Company to the Bank under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for, any and all present or future Taxes.

(b)           In addition, the Company agrees to pay all Other Taxes.

(c)           The Company shall indemnify and hold the Bank harmless for the full amount of Taxes, Other Taxes and Further Taxes in the amount that the Bank specifies as necessary to preserve the after-tax yield the Bank would have received if such Taxes, Other Taxes or Further Taxes had not been imposed, and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes, Other Taxes or Further Taxes were correctly or legally asserted.  Payment under this indemnification shall be made within thirty (30) days from the date the Bank makes written demand therefor,

(d)           If the Company is required by law to deduct or withhold any Taxes, Other Taxes or Further Taxes from or in respect of any sum payable hereunder to the Bank, then:

(i)            the sum payable shall be increased as may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 3.01) the Bank receives and retains an amount equal to the sum it would have received and retained had no such deductions or withholdings been made;

(ii)           the Company shall make such deductions and withholdings;

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(iii)          the Company shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law; and

(iv)          the Company shall also pay to the Bank at the time interest is paid, all additional amounts which the Bank specifies as necessary to preserve the after-tax yield the Bank would have received if such Taxes, Other Taxes or Further Taxes had not been imposed.

(e)           Within thirty (30) days after the date of any payment by the Company of Taxes, Other Taxes or Further Taxes, the Company shall furnish to the Bank the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Bank.

3.02         Illegality.

(a)           If the Bank shall determine that (i) the introduction of any Requirement of Law or any change in or in the interpretation or administration thereof has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for the Bank to make or extend any Loan, or (ii) any order, judgment or decree of any Governmental Authority or arbitrator purports by its terms to enjoin or restrain the Bank from making or extending any Loan, then, on notice thereof by the Bank to the Company, the obligation of the Bank to make or extend such Loan shall be suspended until the Bank shall have notified the Company that the circumstances giving rise to such determination no longer exists.

(b)           If the Bank shall determine that that it is unlawful to maintain any Loan, the Company shall prepay in full all such Loans then outstanding, together with interest accrued thereon, either on the next Interest Payment Date if the Bank may lawfully continue to maintain such Loans to such day or immediately, if the Bank may not lawfully continue to maintain such Loans, together with any amounts required to be paid in connection therewith pursuant to Section 3.04.

3.03         Increased Costs and Reduction of Return.

(a)           If the Bank shall determine that, due to either (i) the introduction of or any change (including any change by way of imposition of or increase in reserve requirements included in the Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to the Bank of agreeing to make or making, funding or maintaining any Loans, then the Company shall be liable for, and shall from time to time, upon demand therefor by the Bank, pay to the Bank, additional amounts as are sufficient to compensate it for such increased costs.

(b)           If the Bank shall have determined that the introduction of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by the Bank or any corporation controlling the Bank, with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such central bank or other authority,

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affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank, and the Bank (taking into consideration the Bank’s or such corporation’s policies with respect to capital adequacy and the Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of the Bank’s obligation under this Agreement, then, upon demand of the Bank, the Company shall immediately pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.

3.04         Prepayment Fee.  The Company shall pay a prepayment fee in connection with any prepayment of all or any portion of the Loan, as follows.

(a)           The prepayment fee will be the sum of fees calculated separately for each Prepaid Installment, as follows:

(i)            The Bank will first determine the amount of interest which would have accrued each month for the Prepaid Installment had it remained outstanding until the Termination Date, using the interest rate applicable to the Prepaid Installment under this Agreement.

(ii)           The Bank will then subtract from each monthly interest amount determined in (i), above, the amount of interest which would accrue for that Prepaid Installment if it were reinvested from the date of prepayment through the Termination Date, using the Treasury Rate.

(iii)          If (i) minus (ii) for the Prepaid Installment is greater than zero, the Bank will discount the monthly differences to the date of prepayment by the Treasury Rate.  The Bank will then add together all of the discounted monthly differences for the Prepaid Installment.

(b)           The following definitions will apply to the calculation of the prepayment fee:

(i)            “Prepaid Installment” means the amount of the prepaid principal.

(ii)           “Treasury Rate” means the interest rate yield for U.S. Government Treasury Securities which the Bank determines could be obtained by reinvesting a specified Prepaid Installment in such securities from the date of prepayment through the Termination Date.  The Bank may adjust the Treasury Rate to reflect the compounding, accrual basis, or other costs of the prepaid amount.  Each of the rates is the Bank’s estimate only and the Bank is under no obligation to actually reinvest any prepayment.  The rates will be based on information from either the Telerate or Reuters information services, The Wall Street Journal, or other information sources the Bank deems appropriate.

3.05         Certificates of Bank.  In connection with any claim for reimbursement or compensation pursuant to this Article III, the Bank will deliver to the Company a certificate setting forth in reasonable detail the amount owing to the Bank hereunder and such certificate shall be conclusive and binding on the Company in the absence of manifest error.

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3.06         Survival.  The agreements and obligations of the Company in this Article III shall survive the payment of all other Obligations.

ARTICLE IV.

CONDITIONS PRECEDENT

4.01         Conditions of Effectiveness of Agreement.  The effectiveness of this third amended and restated Agreement is subject to the condition that the Bank shall have received all of the following, in form and substance satisfactory to the Bank:

(a)           Agreement.  This Agreement executed by each party hereto.

(b)           Resolutions; Incumbency.

(i)            Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Third Restatement Date by the Secretary or an Assistant Secretary of the Company; and

(ii)           A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder.

(c)           Certificate.  A certificate signed by a Responsible Officer, dated as of the Third Restatement Date, stating that:

(i)            The representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date;

(ii)           No Default or Event of Default exists or would result from the execution and performance by the Company of this Agreement; and

(iii)          Except as disclosed in the Company’s 10-K Form for fiscal 2006, there has occurred since May 28, 2006, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(d)           Accrued Interest; Breakage.  Payment by the Company of (i) all accrued and outstanding interest on the Loans as of the Third Restatement Date, and (ii) any amount that would be payable under Section 3.04 of the Existing Agreement, assuming the conversion of the Loans pursuant to Section 2.03 hereof were a prepayment of such Loans on the Third Restatement Date.

(e)           Fees and Expenses.  Payment by the Company of the reasonable fees and expenses of the Bank’s external counsel, to the extent invoiced on or before the Third Restatement Date.

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(f)            Other Documents.  Such other approvals, opinions, documents or materials as the Bank may request.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Bank as of the Third Restatement Date that:

5.01         The Multicurrency Credit Agreement.  All representations and warranties in Article V of the Multicurrency Credit Agreement are true and correct and no Default or Event of Default exists under this Agreement or the Multicurrency Agreement.  All references in such Article V to “this Agreement”, “Default” and “Event of Default” shall be deemed to include references to this Agreement, a Default, and an Event of Default under and as defined by this Agreement as well as references to Default and an Event of Default under and as defined by the Multicurrency Credit Agreement.

5.02         Use of Proceeds.  The Loans and the proceeds thereof were used by the Company solely for the purposes set forth in and in compliance with Section 6.02.

5.03         Regulated Entities.  Neither the Company nor any Subsidiary is generally engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

ARTICLE VI.

COVENANTS

So long as any Loan or other Obligation shall remain unpaid or unsatisfied, unless the Bank waives compliance in writing:

6.01         The Multicurrency Credit Agreement.  The Company shall comply with all of its affirmative and negative covenants under Article VI of the Multicurrency Credit Agreement.  For purposes of this covenant, all references in said Article VI to “this Agreement”, “Default”, and “Event of Default” shall be deemed to include references to this Agreement, a Default, and an Event of Default under and as defined by this Agreement as well as references to a Default and an Event of Default under and as defined by the Multicurrency Credit Agreement.  The Company shall deliver to the Bank a copy of each notice, instrument, document, and other c ommunication (whether in writing or in another form) required to be delivered by the Company to the Agent and/or any Bank under the Multicurrency Credit Agreement, such delivery to occur concurrently with each delivery thereof under the Multicurrency Credit Agreement.

6.02         Use of Proceeds.

(a)           The Company shall use the Loans and the proceeds thereof solely for working capital, ordinary course operational and trade finance purposes and in compliance with any restrictions set forth in any other applicable Loan Documents.  No part of the proceeds of any Loan will be used, (a) whether directly or indirectly, and whether immediately, incidentally

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or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund Indebtedness originally incurred for such purpose or (ii) for any purpose which entails a violation of, or which is inconsistent with, the provisions of the regulations of the Board of Governors of the Federal Reserve System, including, without limitation, Regulations G, T, U or X thereof, or (b) directly or through any Subsidiary, to finance any Unfriendly Acquisition.

ARTICLE VII.

[Reserved]

ARTICLE VIII.

EVENTS OF DEFAULT

8.01         Event of Default.  Any of the following events shall constitute an “Event of Default”:

(a)           Non-Payment.  The Company shall fail to pay as and when due any amount of principal payable hereunder or pursuant to any other Loan Document when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; or

(b)           Non-Payment of Interest, Fees and Other Amounts.  The Company shall fail to pay any interest on any of the Loans or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days; or

(c)           Representation or Warranty.  Any representation or warranty made or deemed made by or on behalf of the Company or any Subsidiary in or in connection with any Loan Document or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document, shall prove to have been incorrect or misleading in any material respect when made or deemed made; or

(d)           Breach of Certain Covenants, Conditions and Obligations.  The Company shall fail to observe or perform any covenant, condition or agreement contained in Section 6.01(b)(i), 6.01(b)(ii), subsections (a) or (j) of Section 6.03 or Section 6.04 of the Multicurrency Credit Agreement. or

(e)           Other Defaults.  The Company shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those specified in clauses (a), (b), (c), or (d) of this Section), and such failure shall continue unremedied for a period of thirty (30) days after the earlier of (i) the date upon which the Company knew or should have known of such failure or (ii) the date upon which written notice thereof has been given to the Company by the Bank; or

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(f)            Cross-Default.  The Company (i) fails to make any payment in respect of any Indebtedness or Contractual Obligation (other than in respect of Hedging Agreements) when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) the outstanding amount of which at the time of such default is not less than $25,000,000 or the Equivalent Amount in other currencies (“Material Indebtedness”); or (ii) there occurs under any Hedging Agreement an Early Termination Date resulting from (1) any event of default under such Hedging Agreement as to which the Company or any of its Subsidiaries is the Defaulting Party or (2)  ;any Termination Event as to which the Company or any of its Subsidiaries is an Affected Party, and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than $25,000,000 (for purposes of this clause (f), the terms “Early Termination Date,” “Defaulting Party,” “Termination Event,” and “Affected Party” shall have the meanings assigned to them in the relevant Hedging Agreement, it being understood that such definitions contemplate Hedging Agreements documented on International Swaps and Derivatives Association (“ISDA”) standard forms; if such Hedging Agreement is not documented on an ISDA standard form, such terms shall be given similar or analogous meanings as used in such non-ISDA standard agreements); or

(g)           Other Cross-Defaults.  The Company or any Subsidiary shall default in any obligation or any other event shall occur or condition exist under any agreement or instrument relating to any Material Indebtedness if the effect of such default or condition is to cause, or to permit the holders or beneficiaries of such Material Indebtedness to cause, with the giving of notice if required, such Material Indebtedness to be declared to be due and payable prior to its stated maturity; or

(h)           Involuntary Proceedings.  Any involuntary Insolvency Proceeding is commenced or filed against the Company or any of its Subsidiaries or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of the Company’s or any of its Subsidiaries’ assets and any such proceedings or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within 60 days after commencement, filing or levy; or

(i)            Bankruptcy or Insolvency.  The Company or any of its Subsidiaries (i) voluntarily ceases to conduct its business in the ordinary course substantially as it is conducted on the date hereof, (ii) commences any Insolvency Proceeding or files any petition or answer in any Insolvency Proceeding; (iii) acquiesces in the appointment of a receiver, trustee, custodian or liquidator for itself or a substantial portion of its property, assets or business or effects a plan or other arrangement with its creditors; (iv) admits the material allegations of a petition filed against it in any Insolvency Proceeding; or (v) takes any action to effectuate any of the fo regoing; or

(j)            Solvency.  The Company or any Subsidiary ceases to be Solvent or shall become unable, admit in writing its inability or fail generally, to pay its debts as they become due subject to applicable grace periods, if any, whether at stated maturity or otherwise; or

(k)           Monetary Judgments.  One or more judgments, orders or decrees shall be entered against the Company or any of its Subsidiaries, or the Company or any of its Subsidiaries shall enter into any settlement agreement or arrangement in lieu of any of the foregoing,

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involving (A) in the aggregate (as to the Company and its Subsidiaries together) an aggregate liability (not fully paid by insurance or fully covered by insurance pursuant to a policy as to which the insurer is not an Affiliate of the Company and has not contested coverage) of $5,000,000 or more and the same shall remain unvacated, unstayed and unsatisfied for a period of thirty (30) days after the entry thereof; or (B) in the aggregate (as to the Company and its Subsidiaries together) an aggregate liability (not fully paid by or fully covered by insurance as to which the insurer is not an Affiliate of the Company and has not contested coverage) of $60,000,000 or more, and the same shall remain unvacated and unstayed pending appeal for a period of ten (10) days after the entry thereof; or

(l)            Non-Monetary Judgments.  Any nonmonetary judgment, order or decree shall be rendered against the Company or any of its Subsidiaries which does or could be expected to cause a Material Adverse Effect, and either (A) enforcement proceedings shall have been commenced by any Person upon such judgment or order or (B) there shall be any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(m)          ERISA.  (i) An ERISA Event occurs that, in the opinion of the Bank, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds five percent (5%) of the Company’s consolidated net worth; or (iii) the Company 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 five percent (5%) of the Com pany’s consolidated net worth; or

(n)           Change in Control.  A Change in Control shall occur; or

(o)           Adverse Change.  A Material Adverse Effect shall occur; or

(p)           Licenses and Permits.  Any Governmental Agency shall revoke or fail to renew or extend any license or permit that is reasonably material to the conduct of the business of the Company or any of its Subsidiaries if, in the opinion of the Bank, the consequence thereof, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; or

(q)           Multicurrency Credit Agreement.  There occurs an event which is (or, after termination thereof, would have been) an Event of Default under the Multicurrency Credit Agreement, which event is not an Event of Default under any of the foregoing subsections; or

(r)            Loan Documents.  Any of the Loan Documents shall for any reason be revoked or invalidated, or otherwise not be in full force and effect, or the Company or any of its Subsidiaries shall contest or deny in any manner its liabilities thereunder or the validity or enforceability thereof.

8.02         Remedies.  If any Event of Default occurs, the Bank may:

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(a)           Declare its commitment to make or continue Loans to be terminated, whereupon such commitment shall be terminated;

(b)           Declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company; and

(c)           Exercise all rights and remedies available to it under the Loan Documents or applicable law;

provided, however, that upon the occurrence of any event specified in subsection (h) or (i) of Section 8.01 (in the case of subsection (h) upon the expiration of the 60-day period mentioned therein), the obligation of the Bank to make and/or continue Loans shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Bank.

8.03         Rights Not Exclusive.  The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.

ARTICLE IX.

MISCELLANEOUS

9.01         Obligations of the Bank.  The Bank shall not be obligated to issue any further credits, or in any other manner to extend any other financial accommodation to the Company or any of its Subsidiaries, other than as set forth in a writing signed by the Bank.

9.02         [Reserved.]

9.03         Amendments and Waivers.  No amendment or waiver of any provision of this Agreement or any other Loan Document and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Bank (and the Company in cases other than waivers), and any such amendment, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given.

9.04         Notices and Other Communications; Facsimile Copies.

(a)           General.  Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the address, facsimile number or (subject to subsection (c) below) electronic mail address specified for notices to the applicable party designated herein; or to such other address, facsimile number or electronic mail address as shall be designated by such party in a notice to the other party.  All notices and other communications expressly permitted hereunder to be given by telephone shall be made to the

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telephone number specified for notices to the applicable party designated herein, or to such other telephone number as shall be designated by such party in a notice to the other party.  All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Bank pursuant to Article II< /u> shall not be effective until actually received by the Bank.  In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.