EX-10.1








SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

February 29, 2016

among

UGI ENERGY SERVICES, LLC

The Lenders Party Hereto

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

PNC BANK, NATIONAL ASSOCIATION

as Syndication Agent

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Documentation Agent

J.P. MORGAN SECURITIES LLC, PNC CAPITAL MARKETS LLC and WELLS FARGO SECURITIES, LLC

as Joint Bookrunners and Joint Lead Arrangers




TABLE OF CONTENTS




Page




	 	 	 
	ARTICLE I DEFINITIONS

SECTION 1.01.

SECTION 1.02.

SECTION 1.03.

SECTION 1.04.

SECTION 1.05.

SECTION 1.06.

ARTICLE II THE CREDITS

SECTION 2.01.

SECTION 2.02.

SECTION 2.03.

SECTION 2.04.

SECTION 2.05.

SECTION 2.06.

SECTION 2.07.

SECTION 2.08.

SECTION 2.09.

SECTION 2.10.

SECTION 2.11.

SECTION 2.12.

SECTION 2.13.

SECTION 2.14.

SECTION 2.15.

SECTION 2.16.

SECTION 2.17.

SECTION 2.18.

SECTION 2.19.

SECTION 2.20.

SECTION 2.21.

	 	

Defined Terms

Classification of Loans and Borrowings

Terms Generally

Accounting Terms; GAAP

Status of Obligations

Amendment and Restatement of Existing Credit Agreement



Commitments

Loans and Borrowings

Requests for Revolving Borrowings

Intentionally Omitted

Intentionally Omitted

Letters of Credit

Funding of Borrowings

Interest Elections

Termination and Reduction of Commitments

Repayment of Loans; Evidence of Debt

Prepayment of Loans

Fees

Interest

Alternate Rate of Interest

Increased Costs

Break Funding Payments

Taxes

Payments Generally; Pro Rata Treatment; Sharing of Set-offs

Mitigation Obligations; Replacement of Lenders

Expansion Option

Defaulting Lenders






	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES

	SECTION 3.01.

SECTION 3.02.

SECTION 3.03.

SECTION 3.04.

SECTION 3.05.

SECTION 3.06.

SECTION 3.07.

SECTION 3.08.

SECTION 3.09.

SECTION 3.10.

SECTION 3.11.

SECTION 3.12.

SECTION 3.13.

SECTION 3.14.

SECTION 3.15.

SECTION 3.16.

SECTION 3.17.

ARTICLE IV CONDITIONS

SECTION 4.01.

SECTION 4.02.

	 	Organization; Powers; Subsidiaries

Authorization; Enforceability

Governmental Approvals; No Conflicts

Financial Condition; No Material Adverse Change

Properties

Litigation, Environmental and Labor Matters

Compliance with Laws and Agreements

Investment Company Status

Taxes

ERISA

Disclosure

Federal Reserve Regulations

Liens

No Default

No Burdensome Restrictions

Solvency

Anti-Corruption Laws and Sanctions



Restatement Effective Date

Each Credit Event






	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS

	SECTION 5.01.

SECTION 5.02.

SECTION 5.03.

SECTION 5.04.

SECTION 5.05.

SECTION 5.06.

SECTION 5.07.

SECTION 5.08.

SECTION 5.09.

	 	Financial Statements and Other Information

Notices of Material Events

Existence; Conduct of Business

Payment of Obligations

Maintenance of Properties; Insurance

Books and Records; Inspection Rights

Compliance with Laws and Material Contractual Obligations

Use of Proceeds

Subsidiary Guaranty






	 	 	 
	ARTICLE VI NEGATIVE COVENANTS

	SECTION 6.01.

SECTION 6.02.

SECTION 6.03.

SECTION 6.04.

SECTION 6.05.

SECTION 6.06.

SECTION 6.07.

SECTION 6.08.

SECTION 6.09.

SECTION 6.10.

SECTION 6.11.

	 	Indebtedness

Liens

Fundamental Changes and Asset Sales

Investments, Loans, Advances, Guarantees and Acquisitions

Swap Agreements

Transactions with Affiliates

Restricted Payments

Restrictive Agreements

[Intentionally Omitted]

Sale and Leaseback Transactions

Financial Covenants.






	 	 	 
	ARTICLE VII EVENTS OF DEFAULT

	ARTICLE VIII THE ADMINISTRATIVE AGENT

	ARTICLE IX MISCELLANEOUS

	SECTION 9.01.

SECTION 9.02.

SECTION 9.03.

SECTION 9.04.

SECTION 9.05.

SECTION 9.06.

SECTION 9.07.

SECTION 9.08.

SECTION 9.09.

SECTION 9.10.

SECTION 9.11.

SECTION 9.12.

SECTION 9.13.

SECTION 9.14.

SECTION 9.15.

SECTION 9.16.

SECTION 9.17.

	 	Notices

Waivers; Amendments

Expenses; Indemnity; Damage Waiver

Successors and Assigns

Survival

Counterparts; Integration; Effectiveness; Electronic Execution

Severability

Right of Setoff

Governing Law; Jurisdiction; Consent to Service of Process

WAIVER OF JURY TRIAL

Headings

Confidentiality

USA PATRIOT Act

Releases of Subsidiary Guarantors

Interest Rate Limitation

No Advisory or Fiduciary Responsibility

Acknowledgement and Consent to Bail-In of EEA Financial Institutions






TABLE OF CONTENTS

(Continued)




	 	 	 	 	 
	SCHEDULES:

	 	

	 	

	 
	 	 
	Schedule 2.01A–Commitments

	Schedule 2.01B
	 	–Letter of Credit Commitments
	Schedule 3.01
	 	–Subsidiaries
	Schedule 6.02
	 	–Existing Liens
	EXHIBITS:

	 	

	 	

	 
	 	 
	Exhibit A

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Exhibit F

Exhibit G

	 	–

–

–

–

–

–

–
	 	Form of Assignment and Assumption

Subordination Terms

Forms of Tax Certificates

Form of Increasing Lender Supplement

Form of Augmenting Lender Supplement

Form of Subsidiary Guaranty

List of Closing Documents






SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of
February 29, 2016 among UGI ENERGY SERVICES, LLC, the LENDERS from time to time party hereto,
JPMORGAN CHASE BANK, N.A., as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication
Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent.



WHEREAS, the Borrower, the Lenders party thereto and the Administrative Agent are currently
party to that certain Amended and Restated Credit Agreement, dated as of December 18, 2012 (as
amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit
Agreement”);



WHEREAS, the Borrower, the Lenders and the Administrative Agent have agreed to enter into this
Agreement in order to (i) amend and restate the Existing Credit Agreement in its entirety;
(ii) re-evidence the “Obligations” under, and as defined in, the Existing Credit Agreement, which
shall be repayable in accordance with the terms of this Agreement; and (iii) set forth the terms
and conditions under which the Lenders will, from time to time, make loans and extend other
financial accommodations to or for the benefit of the Borrower;



WHEREAS, it is the intent of the parties hereto that this Agreement shall not constitute a
novation of the obligations and liabilities of the parties under the Existing Credit Agreement or
be deemed to evidence or constitute full repayment of such obligations and liabilities, but that
this Agreement shall amend and restate in its entirety the Existing Credit Agreement and
re-evidence the obligations and liabilities of the Borrower outstanding thereunder, which shall be
payable in accordance with the terms hereof; and



WHEREAS, it is also the intent of the Borrower and the Guarantors to confirm that all
obligations under the applicable “Loan Documents” (as referred to and defined in the Existing
Credit Agreement, and including the Existing Credit Agreement, the “Existing Loan
Documents”) shall continue in full force and effect as modified or restated by the Loan
Documents (as referred to and defined herein) and that, from and after the Restatement Effective
Date, all references to the “Credit Agreement” contained in any such Existing Loan Documents shall
be deemed to refer to this Agreement;



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
the parties hereto hereby agree that the Existing Credit Agreement is hereby amended and restated
as follows:



ARTICLE I




DEFINITIONS




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



“A/R Purchase Programs” has the meaning assigned to such term in the definition of the
term “Permitted Encumbrances”.



“ABR”, when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans
comprising such Borrowing, 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. (including its branches and
affiliates), 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, 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 common
Control with the Person specified.



“Agent Party” has the meaning assigned to such term in Section 9.01(d).



“Aggregate Commitment” means the aggregate of the Commitments of all of the Lenders,
as reduced or increased from time to time pursuant to the terms and conditions hereof. As of the
Restatement Effective Date, the Aggregate Commitment is $240,000,000.



“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 FRBNY Rate in effect on such day plus 1/2 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 the Adjusted
LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on
such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base
Rate due to a change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO Rate shall be effective
from and including the effective date of such change in the Prime Rate, the FRBNY Rate or the
Adjusted LIBO Rate, respectively. For the avoidance of doubt, if the Alternate Base Rate shall be
less than zero, such rate shall be deemed to be zero for purposes of this Agreement.



“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction
applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery
or corruption.



“Applicable Percentage” means, with respect to any Lender, the percentage of the
Aggregate Commitment represented by such Lender’s Commitment; provided that, in the case
of Section 2.21 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the
percentage of the Aggregate Commitment (disregarding any Defaulting Lender’s Commitment)
represented by such Lender’s Commitment. If the Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the Commitments most recently in effect,
giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of
such determination.



“Applicable Rate” means, for any day, with respect to any Eurodollar Loan or any ABR
Loan or with respect to the commitment fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption “Eurodollar Spread”, “ABR Spread” or “Commitment
Fee Rate”, as the case may be, based upon the ratings by Moody’s, S&P, Fitch Ratings
(“Fitch”; and together with Moody’s and S&P, each a “Rating Agency”), respectively,
applicable on such date to the Index Debt:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category	 	Index Debt Ratings	 	Eurodollar Spread	 	ABR Spread	 	Commitment Fee Rate
	Category 1:

	 	BBB or Baa2 or higher
	 	 	1.75	%	 	 	0.75	%	 	 	0.275	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Category 2:

	 	BBB- or Baa3
	 	 	2.00	%	 	 	1.00	%	 	 	0.350	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Category 3:

	 	Unrated or BB+ or Ba1 or lower
	 	 	2.25	%	 	 	1.25	%	 	 	0.400	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 






For purposes of the foregoing, (i) at any time commencing on the Restatement Effective Date
and prior to the date the Borrower has a rating of its Index Debt from two or more Rating Agencies,
Category 3 shall apply and (ii) from and after the date the Borrower has a rating of its Index Debt
from two or more Rating Agencies, (A) at any time that the Borrower has a rating of its Index Debt
from all three Rating Agencies, the Category shall be determined by reference to the Category in
which at least two of such ratings reside unless each of the three ratings reside in a different
Category, in which case Category 2 shall apply; (B) at any time that the Borrower has a rating of
its Index Debt from only two Rating Agencies, the Category shall be determined (1) by reference to
the Category in which both such ratings reside if such ratings both reside in the same Category,
(2) if such ratings differ by one Category, by reference to the Category of the higher of the two
ratings, or (3) if such ratings differ by two Categories, by reference to the Category one level
above the Category of the lowest rating; (C) at any time that the Borrower has a rating of its
Index Debt from only one Rating Agency, it shall be deemed that there is a second rating that is
Category 3 and the provisions of clause (B) above shall otherwise apply; and (D) at any time that
the Borrower does not have a rating of its Index Debt from any Rating Agency, Category 3 shall
apply. Each change in the Applicable Rate shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the effective date of
the next such change. If the rating system of any Rating Agency shall change, or if any such
Rating Agency shall cease to be in the business of rating corporate debt obligations, the Borrower
and the Lenders shall negotiate in good faith to amend this definition to reflect such changed
rating system or the unavailability of ratings from such Rating Agency and, pending the
effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the
rating most recently in effect prior to such change or cessation.



“Approved Fund” means any Person (other than a natural person) that is engaged in
making, purchasing, holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



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



“Attributable Receivables Indebtedness” at any time shall mean the principal amount of
Indebtedness which (i) if a Permitted Receivables Facility is structured as a secured lending
agreement, constitutes the principal amount of such Indebtedness or (ii) if a Permitted Receivables
Facility is structured as a purchase agreement, would be outstanding at such time under the
Permitted Receivables Facility if the same were structured as a secured lending agreement rather
than a purchase agreement.



“Augmenting Lender” has the meaning assigned to such term in Section 2.20.



“Availability Period” means the period from and including the Restatement Effective
Date to but excluding the earlier of the Maturity Date and the date of termination of the
Commitments.



“Available Commitment” means, at any time with respect to any Lender, the Commitment
of such Lender then in effect minus the Revolving Credit Exposure of such Lender at such time.



“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.



“Bail-In Legislation” means, with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European
Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.



“Banking Services” means each and any of the following bank services provided to the
Borrower or any Subsidiary by any Lender or any of its Affiliates: (a) credit cards for commercial
customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored
value cards, (c) merchant processing services and (d) treasury management services (including,
without limitation, controlled disbursement, automated clearinghouse transactions, return items,
any direct debit scheme or arrangement, overdrafts and interstate depository network services).



“Banking Services Agreement” means any agreement entered into by the Borrower or any
Subsidiary in connection with Banking Services.



“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject
of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, custodian, assignee for the benefit of creditors or similar Person charged with the
reorganization or liquidation of its business appointed for it, or, in the good faith determination
of the Administrative Agent, 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
Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of
any ownership interest, in such Person by a Governmental Authority or instrumentality thereof,
provided, further, that such ownership interest does not result in or provide such
Person with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such Person (or such
Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts
or agreements made by such Person.



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



“Borrower” means UGI Energy Services, LLC, a Pennsylvania limited liability company.



“Borrowing” means Revolving 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 Revolving Borrowing in
accordance with Section 2.03.



“Burdensome Restrictions” means any consensual encumbrance or restriction of the type
described in clause (a) or (b) of Section 6.08.



“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 Dollars in the
London interbank market.



“Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP;
provided, however, that no power purchase agreement with an independent power
producer or a power producer which is not an Affiliate of the Borrower shall constitute a Capital
Lease Obligation.



“Change in Control” means (a) any Person or two or more Persons acting in concert
(other than UGI Corporation or its direct or indirect wholly-owned Subsidiaries) shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities
Exchange Act of 1934), directly or indirectly, of Equity Interests of the Borrower (or other
securities convertible into such Equity Interests) representing 30% or more of the combined voting
power of all Equity Interests of the Borrower; or (b) during any period of up to 12 consecutive
months, commencing after the Restatement Effective Date, a majority of the members of the board of
directors of the Borrower cease to be composed of individuals (x) who were members of that board on
the first day of such period, (y) whose election or nomination to that board was approved by
individuals referred to in clause (x) above constituting at the time of such election or nomination
at least a majority of that board or (z) whose election or nomination to that board was approved by
individuals referred to in clauses (x) and (y) above constituting at the time of such election or
nomination at least a majority of that board; or (c) the Borrower shall cease for any reason to be
directly or indirectly wholly-owned by UGI Corporation.



“Change in Law” means the occurrence, after the Restatement Effective Date (or with
respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority, or (c) the making or issuance
of any request, rules, guideline, requirement or directive (whether or not having the force of law)
by any Governmental Authority; provided however, that notwithstanding anything
herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith
or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in
each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of
the date enacted, adopted, issued or implemented.



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



“Commitment” means, with respect to each Lender, the commitment of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit hereunder, as such commitment
may be (a) reduced or terminated from time to time pursuant to Section 2.09, (b) increased from
time to time pursuant to Section 2.20 and (c) 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 2.01A, or in the Assignment and Assumption or other
documentation contemplated hereby pursuant to which such Lender shall have assumed its Commitment,
as applicable.



“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as
amended from time to time, and any successor statute.



“Communications” has the meaning assigned to such term in Section 9.01(d).



“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured
by net income (however denominated) or that are franchise Taxes or branch profits Taxes.



“Consolidated Capital Expenditures” means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a fixed or capital
asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance
with GAAP (as modified by Section 1.04).



“Consolidated EBITDA” means Consolidated Net Income plus, to the extent deducted from
revenues in determining Consolidated Net Income, and, without duplication, (i) Consolidated
Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization,
(v) extraordinary or non-recurring non-cash expenses or losses incurred other than in the ordinary
course of business, (vi) non-cash expenses related to stock based compensation minus, to the extent
included in Consolidated Net Income, (vii) interest income, (viii) income tax credits and refunds
(to the extent not netted from tax expense), (ix) any cash payments made during such period in
respect of items described in clauses (v) or (vi) above subsequent to the fiscal quarter in which
the relevant non-cash expenses or losses were incurred and (x) extraordinary, unusual or
non-recurring income or gains realized other than in the ordinary course of business, all
calculated for the Borrower and its Subsidiaries in accordance with GAAP on a consolidated basis
(as modified by Section 1.04). For the purposes of calculating Consolidated EBITDA for any period
of four consecutive fiscal quarters (each, a “Reference Period”), (i) any unrealized gains
or losses on commodity derivative instruments and realized gains or losses on commodity derivative
instruments not associated with transactions occurring in the Reference Period which are included
in Consolidated Net Income (other than any realized gains or losses on commodity derivative
instruments which are settled and associated with transactions occurring in such Reference Period)
shall be excluded, (ii) if at any time during such Reference Period the Borrower or any Subsidiary
shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall
be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property
that is the subject of such Material Disposition for such Reference Period or increased by an
amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference
Period, and (iii) if during such Reference Period the Borrower or any Subsidiary shall have made a
Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after
giving effect thereto on a Pro Forma Basis as if such Material Acquisition occurred on the first
day of such Reference Period. As used in this definition, “Material Acquisition” means any
acquisition of property or series of related acquisitions of property that (a) constitutes
(i) assets comprising all or substantially all or any significant portion of a business or
operating unit of a business, or (ii) all or substantially all of the common stock or other Equity
Interests of a Person, and (b) involves the payment of consideration by the Borrower and its
Subsidiaries in excess of $15,000,000; and “Material Disposition” means any sale, transfer or
disposition of property or series of related sales, transfers, or dispositions of property that
yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $15,000,000.



“Consolidated Interest Expense” means, with reference to any period, the interest
expense (including without limitation interest expense under Capital Lease Obligations that is
treated as interest in accordance with GAAP (as modified by Section 1.04)) of the Borrower and its
Subsidiaries calculated on a consolidated basis (as modified by Section 1.04) for such period with
respect to (a) all outstanding Indebtedness of the Borrower and its Subsidiaries allocable to such
period in accordance with GAAP (as modified by Section 1.04) (including, without limitation, all
commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers acceptance financing and net costs under interest rate Swap Agreements to the extent such
net costs are allocable to such period in accordance with GAAP) and (b) the interest component of
all Attributable Receivable Indebtedness of the Borrower and its Subsidiaries. In the event that
the Borrower or any Subsidiary shall have completed a Material Acquisition or a Material
Disposition since the beginning of the relevant period, Consolidated Interest Expense shall be
determined for such period on a Pro Forma Basis as if such acquisition or disposition, and any
related incurrence or repayment of Indebtedness, had occurred at the beginning of such period.



“Consolidated Net Income” means, with reference to any period, the net income (or
loss) attributable to the Borrower and its Subsidiaries calculated in accordance with GAAP on a
consolidated basis (as modified by Section 1.04) (without duplication) for such period;
provided that there shall be excluded any income (or loss) of any Person other than the
Borrower or a Subsidiary, but any such income so excluded may be included in such period or any
later period to the extent of any cash dividends or distributions actually paid in the relevant
period to the Borrower or any wholly-owned Subsidiary of the Borrower.



“Consolidated Total Assets” means, as of the date of any determination thereof, total
assets of the Borrower and its Subsidiaries calculated in accordance with GAAP on a consolidated
basis (as modified by Section 1.04) as of such date.



“Consolidated Total Indebtedness” means at any time the sum, without duplication, of
(a) the aggregate Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated
basis as of such time in accordance with GAAP (as modified by Section 1.04), (b) the aggregate
amount of Indebtedness of the Borrower and its Subsidiaries relating to the maximum drawing amount
of all letters of credit outstanding and bankers’ acceptances and (c) Indebtedness of the type
referred to in clauses (a) or (b) hereof of another Person guaranteed by the Borrower or any of its
Subsidiaries; provided that Consolidated Total Indebtedness shall be calculated exclusive of
contingent Indebtedness attributable to letters of credit, bankers’ acceptances and surety bonds at
such time in an aggregate amount up to $50,000,000. For the avoidance of doubt, Consolidated Total
Indebtedness includes all Attributable Receivables Indebtedness.



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



“Credit Event” means a Borrowing, the issuance, amendment, renewal or extension of a
Letter of Credit, an LC Disbursement or any of the foregoing.



“Credit Party” means the Administrative Agent, the Issuing Banks or any other Lender.



“Default” means any event or condition which upon notice, lapse of time or both would,
unless cured or waived, become an Event of Default.



“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days
of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any
portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other
amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender
notifies the Administrative Agent in writing that such failure is the result of such Lender’s good
faith determination that a condition precedent to funding (specifically identified and including
the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit
Party in writing, or has made a public statement to the effect, that it does not intend or expect
to comply with any of its funding obligations under this Agreement (unless such writing or public
statement indicates that such position is based on such Lender’s good faith determination that a
condition precedent (specifically identified and including the particular default, if any) to
funding a loan under this Agreement cannot be satisfied) or generally under other agreements in
which it commits to extend credit, (c) has failed, within three Business Days after request by a
Credit Party, acting in good faith, to provide a certification in writing from an authorized
officer of such Lender that it will comply with its obligations (and is financially able to meet
such obligations) to fund prospective Loans and participations in then outstanding Letters of
Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and
substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a
Bankruptcy Event or (B) a Bail-In Action.



“Documentation Agent” means Wells Fargo Bank, National Association, in its capacity as
documentation agent for the credit facility evidenced by this Agreement.



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



“Domestic Subsidiary” means a Subsidiary organized under the laws of a jurisdiction
located in the United States of America.



“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the
Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by
the Commodity Futures Trading Commission and/or the SEC.



“EEA Financial Institution” means (a) any institution established in any EEA Member
Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity
established in an EEA Member Country which is a parent of an institution described in clause (a) of
this definition, or (c) any institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated
supervision with its parent.



“EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway.



“EEA Resolution Authority” means any public administrative authority or any Person
entrusted with public administrative authority of any EEA Member Country (including any delegee)
having responsibility for the resolution of any EEA Financial Institution.



“Electronic Signature” means an electronic sound, symbol, or process attached to, or
associated with, a contract or other record and adopted by a Person with the intent to sign,
authenticate or accept such contract or record.



“Electronic System” means any electronic system, including e-mail, e-fax,
Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or
extranet-based site, whether such electronic system is owned, operated or hosted by the
Administrative Agent and any Issuing Bank and any of its respective Related Parties or any other
Person, providing for access to data protected by passcodes or other security system.



“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 Material or to
health and safety matters.



“Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower or any Subsidiary 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 of the foregoing.



“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 Borrower, 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 an event for which the 30 day
notice period is waived); (b) the existence with respect to any Plan of a failure to satisfy the
minimum funding standard (within the meaning of 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 Borrower 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 Borrower or any ERISA
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
Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or
(g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the
imposition upon the Borrower or any of its ERISA Affiliates 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.



“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published
by the Loan Market Association (or any successor person), as in effect from time to time.



“Eurodollar”, when used in reference to any Loan or Borrowing, means that such Loan,
or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the
Adjusted LIBO Rate.



“Event of Default” has the meaning assigned to such term in Article VII.



“Excluded Subsidiary” means Energy Services Funding Corporation, a Delaware
corporation.



“Excluded Swap Obligation” means, with respect to any Loan Party, any Specified Swap
Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or
the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or
any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute
an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes
effective with respect to such Specified Swap Obligation. If a Specified Swap Obligation arises
under a master agreement governing more than one swap, such exclusion shall apply only to the
portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or
security interest is or becomes illegal.



“Excluded Taxes” means any of the following Taxes imposed on or with respect to a
Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed
on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the
jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or
Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest
in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under
Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent
that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such
Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or
Commitment or to such Lender immediately before it changed its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any U.S. Federal
withholding Taxes imposed under FATCA.



“Existing Permitted Receivables Facility Documents” has the meaning assigned to such
term in the definition of the term “Permitted Receivables Facility Documents”.



“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement
(or any amended or successor version that is substantively comparable and not materially more
onerous to comply with), any current or future regulations or official interpretations thereof and
any agreement entered into pursuant to Section 1471(b)(1) of the Code.



“Federal Funds Effective Rate” means, for any day, the rate calculated by the FRBNY
based on such day’s federal funds transactions by depository institutions (as determined in such
manner as the FRBNY shall set forth on its public website from time to time) and published on the
next succeeding Business Day by the FRBNY as the federal funds effective rate. For the avoidance
of doubt, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to
be zero for purposes of this Agreement.



“FERC” means the Federal Energy Regulatory Commission.



“Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of the Borrower.



“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender, with respect to
the Borrower, that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender,
with respect to the Borrower, that is resident or organized under the laws of a jurisdiction other
than that in which the Borrower is resident for tax purposes.



“FRBNY” means the Federal Reserve Bank of New York.



“FRBNY Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate
in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day;
provided that if both such rates are not so published for any day that is a Business Day,
the term “FRBNY Rate” means the rate quoted for such day for a federal funds transaction at
11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of
recognized standing selected by it; provided, further, that if any of the aforesaid
rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.



“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.



“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,
securities or services for the purpose of assuring the owner 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 collection or deposit
in the ordinary course of business.



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



“Hostile Acquisition” means (a) the acquisition of the Equity Interests of a Person
through a tender offer or similar solicitation of the owners of such Equity Interests which has not
been approved (prior to such acquisition) by the board of directors (or any other applicable
governing body) of such Person or by similar action if such Person is not a corporation and (b) any
such acquisition as to which such approval has been withdrawn.



“Impacted Interest Period” has the meaning assigned to such term in the definition of
“LIBO Rate”.



“Increasing Lender” has the meaning assigned to such term in Section 2.20.



“Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to advances of any kind (other than advances in the form
of customary deposits in the ordinary course of business), (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, (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 incurred in the ordinary course of business), (f) 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) 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, (i) all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances, (k) all Attributable Receivables Indebtedness of such Person and
(l) all obligations of such Person under Sale and Leaseback Transactions. 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.



“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with
respect to any payment made by or on account of any obligation of any Loan Party under any Loan
Document and (b) to the extent not otherwise described in clause (a), Other Taxes.



“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its
Lender Parent, (c) the Borrower, any of its Subsidiaries or any of its Affiliates, or (d) a
company, investment vehicle or trust for, or owned and operated for the primary benefit of, a
natural person or relative(s) thereof.



“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the
Borrower that is not guaranteed by any other person or entity or subject to any other credit
enhancement.



“Information Memorandum” means the Confidential Information Memorandum dated January
2016 relating to the Borrower and the Transactions.



“Interest Coverage Ratio” has the meaning assigned to such term in Section 6.11(b).



“Interest Election Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.08.



“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each
March, June, September and December and the Maturity Date 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 and the Maturity Date.



“Interest Period” means with respect to any Eurodollar Borrowing, 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, in the case of a
Eurodollar Borrowing only, 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 pertaining to a Eurodollar Borrowing 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, in the case of a Revolving Borrowing, thereafter shall be
the effective date of the most recent conversion or continuation of such Borrowing.



“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum
determined by the Administrative Agent (which determination shall be conclusive and binding absent
manifest error) to be equal to the rate that results from interpolating on a linear basis between:
(a) the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate is available for
the applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen
Rate for the shortest period (for which the LIBOR Screen Rate is available for the applicable
currency) that exceeds the Impacted Interest Period, in each case, at such time.



“IRS” means the United States Internal Revenue Service.



“Issuing Bank” means each of (i) JPMorgan Chase Bank, N.A., (ii) PNC Bank, National
Association and (iii) Wells Fargo Bank, National Association, each in its capacity as an issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i).
Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.



“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).



“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of
Credit.



“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.



“Lenders” means the Persons listed on Schedule 2.01A and any other Person that
shall have become a Lender hereunder pursuant to Section 2.20 or pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Assumption.



“Letter of Credit” means any letter of credit issued pursuant to this Agreement.



“Letter of Credit Commitment” means, with respect to each Issuing Bank, the commitment
of such Issuing Bank to issue Letters of Credit hereunder. The initial amount of each Issuing
Bank’s Letter of Credit Commitment is set forth on Schedule 2.01B, or if an Issuing Bank
has entered into an Assignment and Assumption, the amount set forth for such Issuing Bank as its
Letter of Credit Commitment in the Register maintained by the Administrative Agent; each Issuing
Bank’s Letter of Credit Commitment may be decreased or increased from time to time with the written
consent of the Borrower, the Administrative Agent and the Issuing Banks (provided that any increase
in the Letter of Credit Commitment with respect to any Issuing Bank, or any decrease in the Letter
of Credit Commitment to an amount not less than any Issuing Bank’s Letter of Credit Commitment as
of the Restatement Effective Date, shall only require the consent of the Borrower and such Issuing
Bank.



“Leverage Ratio” has the meaning assigned to such term in Section 6.11(a).



“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable
Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration
(or any other Person that takes over the administration of such rate) for Dollars for a period
equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters
screen or, in the event such rate does not appear on either of such Reuters pages, on any successor
or substitute page on such screen that displays such rate, or on the appropriate page of such other
information service that publishes such rate as shall be selected by the Administrative Agent from
time to time in its reasonable discretion (in each case the “LIBOR Screen Rate”) at
approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such
Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such rate
shall be deemed to be zero for the purposes of this Agreement; provided, further,
that if a LIBOR Screen Rate shall not be available at such time for such Interest Period (the
“Impacted Interest Period”), then the LIBO Rate for such Interest Period shall be the
Interpolated Rate; provided, that, if any Interpolated Rate shall be less than zero, such rate
shall be deemed to be zero for the purposes of this Agreement. It is understood and agreed that
all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14.



“LIBOR Screen Rate” has the meaning assigned to such term in the definition of “LIBO
Rate”.



“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge 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, any promissory notes issued pursuant to
Section 2.10(e) of this Agreement, any Letter of Credit applications, the Subsidiary Guaranty, any
fee letter agreements executed by or on behalf of any Loan Party in connection with this Agreement,
each notice of Borrowing delivered pursuant to Section 2.03, each notice of continuation or
conversion delivered pursuant to Section 2.08 and each certificate delivered pursuant to
Section 5.01(c), and all amendments, supplements and modifications of each of the foregoing. Any
reference in the Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other
modifications thereto, and shall refer to the Agreement or such Loan Document as the same may be in
effect at any and all times such reference becomes operative.



“Loan Parties” means, collectively, the Borrower and the Subsidiary Guarantors.



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



“Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations or condition (financial or otherwise) of the Borrower and the Subsidiaries taken as a
whole, (b) the validity or enforceability of this Agreement or any and all other Loan Documents,
(c) the ability of the Borrower or any Subsidiary Guarantor to perform its obligations hereunder or
under any other Loan Documents or (d) the rights or remedies of the Administrative Agent and the
Lenders hereunder or under any other Loan Document.



“Material Domestic Subsidiary” means each Receivables Seller and each Domestic
Subsidiary (i) which, as of the most recent fiscal quarter of the Borrower, for the period of four
consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant
to Section 5.01, contributed greater than ten percent (10.0%) of the Borrower’s Consolidated EBITDA
for such period or (ii) which contributed greater than ten percent (10.0%) of the Borrower’s
Consolidated Total Assets as of such date; provided that, if at any time the aggregate
amount of the EBITDA or consolidated total assets of all Domestic Subsidiaries that are not
Material Domestic Subsidiaries exceeds fifteen percent (15.0%) of the Borrower’s Consolidated
EBITDA for any such period or fifteen percent (15.0%) of the Borrower’s Consolidated Total Assets
as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to
do so within ten (10) days, the Administrative Agent) shall designate sufficient Domestic
Subsidiaries as “Material Domestic Subsidiaries” to eliminate such excess, and such designated
Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries.



“Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of a Swap Agreement, of any one or more of the Borrower and its
Subsidiaries in an aggregate principal amount exceeding $20,000,000. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary
in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such
Swap Agreement were terminated at such time.



“Maturity Date” means March 1, 2021.



“Moody’s” means Moody’s Investors Service, Inc.



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



“Non-U.S. Lender” means a Lender that is not a U.S. Person.



“Obligations” means all unpaid principal of and accrued and unpaid interest on the
Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities
and other obligations and indebtedness (including interest and fees accruing during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding), obligations and liabilities of any of the Borrower and its
Subsidiaries to any of the Lenders, the Administrative Agent, the Issuing Banks or any indemnified
party, individually or collectively, existing on the Restatement Effective Date or arising
thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or
otherwise, arising or incurred under this Agreement or any of the other Loan Documents or to the
Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement or in
respect of any of the Loans made or reimbursement or other obligations incurred or any of the
Letters of Credit or other instruments at any time evidencing any thereof; provided that
the definition of “Obligations” shall not create or include any guarantee by any Loan Party of (or
grant of security interest by any Loan Party to support, as applicable) any Excluded Swap
Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.



“OFAC” means Office of Foreign Assets Control of the United States Department of the
Treasury.



“Original Closing Date” means August 26, 2010.



“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a
result of a present or former connection between such Recipient and the jurisdiction imposing such
Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold
or assigned an interest in any Loan or Loan Document).



“Other Taxes” means all present or future stamp, court or documentary, intangible,
recording, filing or similar Taxes that arise from any payment made under, from the execution,
delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are
Other Connection Taxes imposed with respect to an assignment (other than an assignment made
pursuant to Section 2.19).



“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight
federal funds and overnight Eurodollar borrowings by U.S.–managed banking offices of depository
institutions (as such composite rate shall be determined by the FRBNY as set forth on its public
website from time to time) and published on the next succeeding Business Day by the FRBNY as an
overnight bank funding rate (from and after such date as the FRBNY shall commence to publish such
composite rate).



“Parent” means, with respect to any Lender, any Person as to which such Lender is,
directly or indirectly, a subsidiary.



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



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



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



“Permitted Acquisition” means any acquisition (whether by purchase, merger,
consolidation or otherwise but excluding in any event a Hostile Acquisition) or series of related
acquisitions by the Borrower or any Subsidiary of (i) all or substantially all the assets of or
(ii) all or substantially all the Equity Interests in, a Person or division or line of business of
a Person, if, at the time of and immediately after giving effect thereto, (a) no Default or Event
of Default has occurred and is continuing or would arise after giving effect thereto, (b) such
Person or division or line of business is engaged in the same or a similar line of business as the
Borrower and the Subsidiaries or a business reasonably related thereto, (c) all actions required to
be taken with respect to such acquired or newly formed Subsidiary under Section 5.09 shall have
been taken, (d) the Borrower and the Subsidiaries are in compliance, on a pro forma basis after
giving effect to such acquisition, with the covenants contained in Section 6.11 recomputed as of
the last day of the most recently ended fiscal quarter of the Borrower for which financial
statements are available, as if such acquisition (and any related incurrence or repayment of
Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing
period in accordance with its terms) had occurred on the first day of each relevant period for
testing such compliance and, if the aggregate consideration paid in respect of such acquisition
exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent a certificate of
a Financial Officer of the Borrower to such effect, together with all relevant financial
information, statements and projections requested by the Administrative Agent and (e) in the case
of an acquisition or merger involving the Borrower or a Subsidiary, the Borrower or such Subsidiary
is the surviving entity of such merger and/or consolidation in accordance with Section 6.03(a).



“Permitted Encumbrances” means:



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



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



(c) pledges and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or regulations;



(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 (k) of Article VII;



(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected property or interfere with
the ordinary conduct of business of the Borrower or any Subsidiary;



(g) other deposits made to secure liability to insurance carriers under insurance or
self-insurance arrangements, in each case entered into in the ordinary course of business;



(h) Liens securing reimbursement obligations under commercial letters of credit, in each case
entered into in the ordinary course of business, provided in each case that such Liens cover only
the title documents and related goods (and any proceeds thereof) covered by the related commercial
letter of credit;



(i) Liens arising by virtue of any statutory or common law or customary contractual provision
relating to banker’s liens, rights of setoff or similar rights as to deposit accounts or other
funds maintained with a depository institution, in each case entered into in the ordinary course of
business;



(j) customary protective Liens granted in the ordinary course of business by the Borrower or
any Subsidiary to the extent required pursuant to applicable law or contract for the management or
storage of inventory associated with storage capacity in relation to utilities or any entity
subject to FERC regulations; and



(k) customary Liens granted in the ordinary course of business to utilities or any entity
subject to FERC regulations in relation to receivables purchase programs (“A/R Purchase
Programs”);



provided that the term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.



“Permitted Investments” means:



(a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent
such obligations are backed by the full faith and credit of the United States of America), in each
case maturing within one year from the date of acquisition thereof;



(b) investments in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or
from Moody’s;



(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing
within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any commercial bank
organized under the laws of the United States of America or any State thereof which has a combined
capital and surplus and undivided profits of not less than $500,000,000;



(d) fully collateralized repurchase agreements with a term of not more than thirty (30) days
for securities described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above; and



(e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the
Investment Company Act of 1940 and (ii) are rated AAA by S&P and Aaa by Moody’s.



“Permitted Receivables Facility” shall mean the receivables facility or facilities
created under the Permitted Receivables Facility Documents, providing for the sale or pledge by the
Borrower and/or one or more other Receivables Sellers of Permitted Receivables Facility Assets
(thereby providing financing to the Borrower and the Receivables Sellers) to the Receivables Entity
(either directly or through another Receivables Seller), which in turn shall sell or pledge
interests in the respective Permitted Receivables Facility Assets to third-party investors pursuant
to the Permitted Receivables Facility Documents (with the Receivables Entity permitted to issue
investor certificates, purchased interest certificates or other similar documentation evidencing
interests in the Permitted Receivables Facility Assets) in return for the cash used by the
Receivables Entity to purchase the Permitted Receivables Facility Assets from the Borrower and/or
the respective Receivables Sellers, in each case as more fully set forth in the Permitted
Receivables Facility Documents.



“Permitted Receivables Facility Assets” shall mean (i) Receivables (whether now
existing or arising in the future) of the Borrower and its Subsidiaries which are transferred or
pledged to the Receivables Entity pursuant to the Permitted Receivables Facility and any related
Permitted Receivables Related Assets which are also so transferred or pledged to the Receivables
Entity and all proceeds thereof and (ii) loans to the Borrower and its Subsidiaries secured by
Receivables (whether now existing or arising in the future) and any Permitted Receivables Related
Assets of the Borrower and its Subsidiaries which are made pursuant to the Permitted Receivables
Facility.



“Permitted Receivables Facility Documents” shall mean (a) each of the documents and
agreements relating to the receivables facility for the Excluded Subsidiary, and all amendments
thereto, in effect as of the Original Closing Date (the “Existing Permitted Receivables
Facility Documents”), as any of the Existing Permitted Receivables Facility Documents may be
further amended, restated, supplemented or otherwise modified from time to time so long as any such
further amendments, restatements, supplements or modifications (i) do not impose any conditions or
requirements the result of which would cause the Excluded Subsidiary to fail to satisfy the
requirements of clause (y) of the definition of “Receivables Entity” (it being understood that the
Excluded Subsidiary satisfies clause (y) of the definition of “Receivables Entity” as of the
Original Closing Date) and (ii) do not eliminate or materially modify any right of the Excluded
Subsidiary to voluntarily terminate the Permitted Receivables Facility evidenced thereby; and
(b) each of the documents and agreements entered into in connection with any other Permitted
Receivables Facility, including all documents and agreements relating to the issuance, funding
and/or purchase of certificates and purchased interests, all of which documents and agreements
under this clause (b) shall be in form and substance reasonably satisfactory to the Administrative
Agent, in each case as such documents and agreements described in this clause (b) may be amended,
modified, supplemented, refinanced or replaced from time to time so long as any such amendments,
modifications, supplements, refinancings or replacements (i) do not impose any conditions or
requirements the result of which would cause the Excluded Subsidiary or other Receivables Entity to
fail to satisfy the requirements of clause (y) of the definition of “Receivables Entity”, (ii) do
not impose any conditions or requirements on the Borrower or any of its Subsidiaries (other than
the applicable Receivables Entity) that, taken as a whole, are more restrictive in any material
respect than those in existence immediately prior to any such amendment, modification, supplement,
refinancing or replacement, (iii) could not reasonably be expected to impair the Borrower’s ability
to repay the Obligations as and when due (for the avoidance of doubt, the sale of Receivables and
Permitted Receivables Related Assets shall not in and of itself be deemed in violation of this
subclause (iii)), (iv) do not eliminate or materially modify any right of the Borrower or the
applicable Receivables Entity to voluntarily terminate the Permitted Receivables Facility evidenced
thereby; and (v) are not material and adverse in any way to the interests of the Lenders;
provided, that with respect to any such documents and agreements described in this
clause (b), (x) any extension of maturity, (y) any change in commitments (subject to the
limitations set forth in Section 6.01(c)) or (z) any modification of the advance rates thereunder
shall be deemed not to be in violation of subclauses (i) through (v) above.



“Permitted Receivables Related Assets” means any other assets that are customarily
transferred or in respect of which security interests are customarily granted in connection with
asset securitization transactions involving receivables similar to Receivables and any collections
or proceeds of any of the foregoing; provided, that the other assets included within the
defined term “Pool Assets” as defined in the Existing Permitted Receivables Facility Documents as
of the Original Closing Date are deemed to be “ Permitted Receivables Related Assets”.



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



“Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.



“Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar
electronic transmission system.



“Prime Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City;
each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.



“Pro Forma Basis” means, with respect to any event, that the Borrower is in compliance
on a pro forma basis with the applicable covenant, calculation or requirement herein
recomputed as if the event with respect to which compliance on a Pro Forma Basis is being tested
had occurred on the first day of the four fiscal quarter period most recently ended on or prior to
such date for which financial statements have been delivered pursuant to Section 5.01.



“Receivables” shall mean all accounts receivable (including, without limitation, all
rights to payment created by or arising from time to time from sales of goods, leases of goods or
the rendition of services rendered no matter how evidenced whether or not earned by performance).



“Receivables Entity” shall mean (x) the Excluded Subsidiary and (y) each other
wholly-owned Subsidiary of the Borrower which engages in no activities other than in connection
with the financing of accounts receivable of the Receivables Sellers and which is designated (as
provided below) as the “Receivables Entity” (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which (i) is guaranteed by the Borrower or any other
Subsidiary of the Borrower (excluding guarantees of obligations (other than the principal of, and
interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to
or obligates the Borrower or any other Subsidiary of the Borrower in any way (other than pursuant
to Standard Securitization Undertakings) or (iii) subjects any property or asset of the Borrower or
any other Subsidiary of the Borrower, directly or indirectly, contingently or otherwise, to the
satisfaction thereof (other than pursuant to Standard Securitization Undertakings), (b) with which
neither the Borrower nor any of its Subsidiaries has any contract, agreement, arrangement or
understanding (other than pursuant to the Permitted Receivables Facility Documents (including with
respect to fees payable in the ordinary course of business in connection with the servicing of
accounts receivable and related assets)) on terms less favorable to the Borrower or such Subsidiary
than those that might be obtained at the time from persons that are not Affiliates of the Borrower,
and (c) to which neither the Borrower nor any other Subsidiary of the Borrower has any obligation
to maintain or preserve such entity’s financial condition or cause such entity to achieve certain
levels of operating results. Any such designation shall be evidenced to the Administrative Agent
by filing with the Administrative Agent an officer’s certificate of the Borrower certifying that,
to the best of such officer’s knowledge and belief after consultation with counsel, such
designation complied with the foregoing conditions.



“Receivables Sellers” shall mean the Borrower and those Subsidiaries that are from
time to time party to the Permitted Receivables Facility Documents.



“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing
Bank, as applicable.



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



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



“Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and
unused Commitments representing more than fifty percent (50%) of the sum of the total Revolving
Credit Exposures and unused Commitments at such time.



“Restatement Effective Date” means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).



“Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests in the Borrower or any Subsidiary or any
option, warrant or other right to acquire any such Equity Interests in the Borrower or any
Subsidiary.



“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure at such time.



“Revolving Loan” means a Loan made pursuant to Section 2.01.



“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services
LLC business.



“Sale and Leaseback Transaction” means any sale or other transfer of any property or
asset by any Person with the intent to lease such property or asset as lessee.



“Sanctioned Country” means, at any time, a country, region or territory which is
itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran,
North Korea, Sudan and Syria).



“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related
list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations
Security Council, the European Union or any European Union member state, (b) any Person operating,
organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such
Person or Persons described in the foregoing clauses (a) or (b).



“Sanctions” means all economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by (a) the U.S. government, including those administered
by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European
Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.



“SEC” means the United States Securities and Exchange Commission.



“Solvent” means, with respect to the Borrower and its Subsidiaries, (i) the fair value
of the assets of the Borrower and its Subsidiaries taken as a whole as a going concern, at a fair
valuation, exceed and will exceed their debts and liabilities, subordinated, contingent or
otherwise; (ii) the present fair saleable value of the property of the Borrower and its
Subsidiaries taken as a whole as a going concern will be greater than the amount that will be
required to pay the probable liability of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the
Borrower and its Subsidiaries will be able to pay their debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the
Borrower and its Subsidiaries do not and will not have unreasonably small capital with which to
conduct the business in which they are engaged as such business is presently conducted and is
proposed to be conducted in the future.



“Specified Swap Obligation” means, with respect to any Loan Party, any obligation to
pay or perform under any agreement, contract or transaction that constitutes a “swap” within the
meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated
thereunder.



“Standard Securitization Undertakings” shall mean representations, warranties,
covenants and indemnities entered into by the Borrower or any Subsidiary thereof in connection with
the Permitted Receivables Facility which are reasonably customary in an accounts receivable
financing transaction; provided, that the representations, warranties, covenants and
indemnities set forth in the Existing Permitted Receivables Facility Documents are deemed to be
“Standard Securitization Undertakings”.



“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such Regulation D of the
Board. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions or offsets that
may be available from time to time to any Lender under such Regulation D of the Board or any
comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.



“Subordinated Indebtedness” means any Indebtedness of the Borrower or any Subsidiary
the payment of which is subordinated to payment of the obligations under the Loan Documents.



“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, as
well as any other corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50% of the equity or
more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, Controlled or held, or (b) that is, as
of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent.



“Subsidiary” means any subsidiary of the Borrower.



“Subsidiary Guarantor” means each of the Subsidiaries of the Borrower party to the
Subsidiary Guaranty as of the Restatement Effective Date and each Material Domestic Subsidiary
other than a Receivables Entity. The Subsidiary Guarantors on the Restatement Effective Date are
identified as such in Schedule 3.01 hereto.



“Subsidiary Guaranty” means that certain Guaranty dated as of the Restatement
Effective Date in the form of Exhibit F (including any and all supplements thereto) and
executed by each Subsidiary Guarantor, as amended, restated, supplemented or otherwise modified
from time to time.



“Swap 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 any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a
Swap Agreement.



“Syndication Agent” means PNC Bank, National Association, in its capacity as
syndication agent for the credit facility evidenced by this Agreement.



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



“Transactions” means the execution, delivery and performance by the Loan Parties of
this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions,
the use of the proceeds thereof and the issuance of Letters of Credit hereunder.



“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.



“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30)
of the Code.



“U.S. Tax Certificate” has the meaning assigned to such term in
Section 2.17(f)(ii)(B)(3).



“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.



“Write-Down and Conversion Powers” means, with respect to any EEA Resolution
Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time
under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule.



SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings also may
be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).



SECTION 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”. The word
“law” shall be construed as referring to all statutes, rules, regulations, codes and other laws
(including official rulings and interpretations thereunder having the force of law or with which
affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental
Authorities. 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, restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, restatements, supplements or
modifications set forth herein), (b) any definition of or reference to any statute, rule or
regulation shall be construed as referring thereto as from time to time amended, supplemented or
otherwise modified (including by succession of comparable successor laws), (c) any reference herein
to any Person shall be construed to include such Person’s successors and assigns (subject to any
restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any
other Governmental Authority that shall have succeeded to any or all functions thereof, (d) 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, (e) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement 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 cash, securities, accounts and contract rights.



SECTION 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, (a) if the Borrower notifies the Administrative
Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the Restatement Effective Date in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request 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 and (b) any obligation of a Loan Party under a lease
(whether existing now or entered into in the future) that is not (or would not be) required to be
classified and accounted for as a capital lease on a balance sheet of such Loan Party under GAAP or
any other then applicable lease accounting rules as in effect on the Restatement Effective Date
shall not be treated as a capital lease solely as a result of (x) the adoption of any changes in
GAAP or any other then applicable lease accounting rules after the Restatement Effective Date or
(y) changes in the application of GAAP or any other then applicable lease accounting rules after
the Restatement Effective Date. Notwithstanding any other provision contained herein, all terms of
an accounting or financial nature used herein shall be construed, and all computations of amounts
and ratios referred to herein shall be made, without giving effect to (x) any accumulated other
comprehensive income or loss, (y) any election under Accounting Standards Codification 825-10-25
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar
result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary
at “fair value”, as defined therein or (z) any treatment of indebtedness in respect of convertible
debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards
Codification or Financial Accounting Standard having a similar result or effect) to value any such
indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at
all times be valued at the full stated principal amount thereof.



SECTION 1.05. Status of Obligations. In the event that the Borrower or any other Loan
Party shall at any time issue or have outstanding Subordinated Indebtedness, the Borrower shall
take or cause such other Loan Party to take all such actions as shall be reasonably necessary to
cause the Obligations to constitute senior indebtedness (however denominated) in respect of such
Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and
exercise any payment blockage or other remedies available or potentially available to holders of
senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the
foregoing, the Obligations are hereby designated as “senior indebtedness” and as “designated senior
indebtedness” and words of similar import under and in respect of any indenture or other agreement
or instrument under which such other Subordinated Indebtedness is outstanding and are further given
all such other designations as shall be required under the terms of any such Subordinated
Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies
available or potentially available to holders of senior indebtedness under the terms of such
Subordinated Indebtedness.



SECTION 1.06. Amendment and Restatement of Existing Credit Agreement.



(a) No Novation of Existing Credit Agreement. It is the intent of the parties hereto
that, from and after the Restatement Effective Date, this Agreement (i) shall re-evidence the
Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into
in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under
the Existing Credit Agreement, (iii) is in no way intended to constitute a novation of any of the
Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or
any of the other Loan Documents (including any fee letters or Notes delivered in connection
therewith); and (iv) the Administrative Agent shall make such reallocations, sales, assignments or
other relevant actions in respect of each Lender’s credit exposure under the Existing Credit
Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder
reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit
Exposures on the Restatement Effective Date (and the Borrower hereby agrees to compensate each
Lender for any and all losses, costs and expenses incurred by such Lender in connection with the
sale and assignment of any Eurodollar Loans and such reallocation described in this Section 1.06
and in Section 2.01, in each case on the terms and in the manner set forth in Section 2.16 hereof).
All Revolving Loans made and Obligations incurred under the Existing Credit Agreement which are
outstanding on the Restatement Effective Date shall continue as Revolving Loans and Obligations
under (and shall be governed by the terms of) this Agreement.



(b) References to This Agreement In Loan Documents. All references herein to
“hereunder,” “hereof,” or words of like import and all references in any other Loan Document to the
“Credit Agreement” or words of like import shall mean and be a reference to the Existing Credit
Agreement as amended and restated hereby (and any section references in such Loan Documents to the
Existing Credit Agreement shall refer to the applicable equivalent provision set forth herein
although the section number thereof may have changed).



ARTICLE II




THE CREDITS




SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each
Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the
Availability Period in an aggregate principal amount that will not result in (a) such Lender’s
Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving
Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and
agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously
made to the Borrower under the Existing Credit Agreement which remain outstanding as of the
Restatement Effective Date (such outstanding loans being hereinafter referred to as the
“Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement,
Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the
satisfaction of the reallocation and other transactions described in Section 1.06, the Existing
Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans
shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to
the terms and conditions set forth herein, each Lender severally and not jointly agrees to the
reallocation and other transactions described in Section 1.06 and (other than any Lender holding
Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans
shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date,
from any Lender under the Existing Credit Agreement such Existing Loans (which, following such
purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as
is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such
Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Revolving Loans.



SECTION 2.02. Loans and Borrowings. Each Revolving Loan shall be made as part of a
Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their
respective Commitments. The failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided that the Commitments of
the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make
Loans as required.



(b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans
or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option
may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and
2.17 shall apply to such Affiliate to the same extent as to, with no greater benefit to, such
Lender); provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.



(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less
than $5,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in
an aggregate amount that is an integral multiple of $500,000 and not less than $500,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the Aggregate Commitment or that is required to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.06(e). Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more than a
total of seven (7) Eurodollar Revolving Borrowings outstanding.



(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.



SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of
a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days
before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
1:00 p.m., New York City time, on the date of the proposed Borrowing; provided that any
such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.06(e) may be given not later than 1:00 p.m., New York City time, on the
date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and
shall be confirmed promptly by hand delivery, telecopy or electronic communication to the
Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.02:




(i) the aggregate amount of the requested Borrowing;




(ii) the date of such Borrowing, which shall be a Business Day;




(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and




(v) the location and number of the Borrower’s account to which funds are to be
disbursed.



If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an
Interest Period of one month duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Revolving Loan to be made as part of the requested
Borrowing.



	 	 	 
	SECTION 2.04.

	 	Intentionally Omitted.
	
 
	 	 
	SECTION 2.05.

	 	Intentionally Omitted.
	
 
	 	 
	SECTION 2.06.

	 	Letters of Credit.
	
 
	 	 






(a) General. Subject to the terms and conditions set forth herein, the Borrower may
request the issuance of Letters of Credit denominated in Dollars for its own account, in a form
reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and
from time to time during the Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by the Borrower with,
the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control. Notwithstanding anything herein to the contrary, no Issuing Bank shall
have an obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of
which would be made available to any Person (i) to fund any activity or business of or with any
Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject
of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any
party to this Agreement.



(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable
Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit
application on such Issuing Bank’s standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment, renewal or extension
(i) the amount of the LC Exposure shall not exceed $50,000,000, (ii) the aggregate undrawn amount
of all outstanding Letters of Credit issued by any Issuing Bank that have not yet been reimbursed
by or on behalf of the Borrower shall not exceed its Letter of Credit Commitment, (iii) no Lender’s
Revolving Credit Exposure shall exceed its Commitment and (iv) the sum of the total Revolving
Credit Exposures shall not exceed the Aggregate Commitment. The Borrower may, at any time and from
time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such
Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment
of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in
clauses (i) through (iv) above shall not be satisfied.



(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date.



(d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Banks or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender
hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such
Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of each Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not
reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or
the occurrence and continuance of a Default or Event of Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.



(e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date the applicable
Issuing Bank made such LC Disbursement not later than 2:00 p.m., New York City time, on the date
that such LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 2:00 p.m., New York
City time, on the Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time on the day of receipt; provided
that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the
conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment
be financed with an ABR Revolving Borrowing in an equivalent amount of such LC Disbursement and, to
the extent so financed, the Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when
due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage
thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as
provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by
it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from
the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to
the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their
interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any
Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated
above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.



(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Banks;
provided that the foregoing shall not be construed to excuse the Issuing Banks from
liability to the Borrower to the extent of any direct damages (as opposed to special, indirect,
consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to
the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing
Bank’s failure to exercise care when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the
absence of gross negligence or willful misconduct on the part of any Issuing Bank (as finally
determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have
exercised care in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents presented which appear on
their face to be in substantial compliance with the terms of a Letter of Credit, such Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit.



(g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by facsimile) of such demand for payment and whether such Issuing Bank has
made or will make an LC Disbursement thereunder; provided that any failure to give or delay
in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing
Bank and the Lenders with respect to any such LC Disbursement.



(h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be
for the account of the applicable Issuing Bank, except that interest accrued on and after the date
of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank
shall be for the account of such Lender to the extent of such payment.



(i) Replacement of Issuing Bank. Any Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of such Issuing Bank. At the time any such replacement shall become effective, the Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b). From and after the effective date of any such replacement, (i) the successor
Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit to be issued thereafter and (ii) references herein to the term
“Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to
such successor and all previous Issuing Banks, as the context shall require. After the replacement
of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall
not be required to issue additional Letters of Credit.



(j) Cash Collateralization. If any Event of Default shall occur and be continuing,
within one (1) Business Day after receipt by the Borrower of notice from the Administrative Agent
or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC
Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders
and the applicable Issuing Bank (the “LC Collateral Account”), an amount in cash equal to
105% of the amount of the LC Exposure as of such date plus any accrued and unpaid interest with
respect to LC Disbursements and the Borrower hereby grants to the Administrative Agent, for itself
and on behalf of the Lenders and such Issuing Bank, a first-priority lien and security interest in
such account and the balances from time to time therein; provided that the obligation to
deposit such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Such
deposit shall be held by the Administrative Agent as collateral for the payment and performance of
the Obligations. The Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for
LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at
such time or, if the maturity of the Loans has been accelerated (but subject to the consent of
Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to
satisfy other Obligations. If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within one (1) Business Day after all
Events of Default have been cured or waived and the lien and security interest of the
Administrative Agent therein shall be deemed released upon such return.



(k) Issuing Bank Agreements. Unless otherwise requested by the Administrative Agent,
each Issuing Bank shall report in writing to the Administrative Agent (i) promptly following the
end of each calendar month, the aggregate amount of Letters of Credit issued by it and outstanding
at the end of such month, (ii) on or prior to each Business Day on which such Issuing Bank expects
to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment,
renewal or extension, and the aggregate face amount of the Letter of Credit to be issued, amended,
renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal
or extension occurred (and whether the amount thereof changed), it being understood that such
Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an
increase in the amount of any Letter of Credit to occur without first obtaining written
confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on
each Business Day on which such Issuing Bank makes any payment under any Letter of Credit, the date
of such payment under such Letter of Credit and the amount of such payment, (iv) on any Business
Day on which the Borrower fails to reimburse any payment under any Letter of Credit required to be
reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such
payment and (v) on any other Business Day, such other information as the Administrative Agent shall
reasonably request.



SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
12:00 noon, (or, in the case of ABR Revolving Loans in respect of which notice of such Borrowing
shall have been received after 10:00 a.m., New York City Time, on the date of such requested
Borrowing, 3:00 p.m.) New York City time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s
Applicable Percentage. The Administrative Agent will make such Loans available to the Borrower by
promptly crediting the amounts so received, in like funds, to the account of the Borrower;
provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement
as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the applicable
Issuing Bank.



(b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest
rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Loan included in such Borrowing.



SECTION 2.08. Interest Elections. Each Revolving Borrowing initially shall be of the
Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.



(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative
Agent of such election by telephone by the time that a Borrowing Request would be required under
Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic
communication to the Administrative Agent of a written Interest Election Request in a form approved
by the Administrative Agent and signed by the Borrower. Notwithstanding any contrary provision
herein, this Section shall not be construed to permit the Borrower to elect an Interest Period for
Eurodollar Loans that does not comply with Section 2.02(d).



(c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:




(i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




(ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which Interest Period shall be a
period contemplated by the definition of the term “Interest Period”.



If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month
duration.



(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.



(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative Agent, at the request
of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is
continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.



SECTION 2.09. Termination and Reduction of Commitments. Unless previously
terminated, the Commitments shall terminate on the Maturity Date.



(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments;
provided that (i) each reduction of the Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures would exceed the
Aggregate Commitment.



(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce
the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section
shall be irrevocable; provided that a notice of termination of the Commitments delivered by
the Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of
the Commitments shall be made ratably among the Lenders in accordance with their respective
Commitments.



SECTION 2.10. Repayment of Loans; Evidence of Debt. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Revolving Loan on the Maturity Date.



(b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.



(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower
to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.



(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein absent manifest error; provided that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Loans in accordance with the terms of this
Agreement.



(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to
such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the payee named therein (or, if
such promissory note is a registered note, to such payee and its registered assigns).



SECTION 2.11. Prepayment of Loans. The Borrower shall have the right at any time and
from time to time to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with the provisions of this Section 2.11. The Borrower shall notify the Administrative
Agent by telephone (confirmed by electronic communication) of any prepayment hereunder (i) in the
case of prepayment of a Eurodollar Revolving Borrowing, not later than 1:00 p.m., New York City
time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an
ABR Revolving Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment.
Each such notice shall be irrevocable and shall specify the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.09. Promptly following receipt of any such
notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that
would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided
in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the
extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16. If at
any time the sum of the aggregate principal amount of all of the Revolving Credit Exposures exceeds
the Aggregate Commitment, the Borrower shall immediately repay Borrowings or cash collateralize LC
Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in
an aggregate principal amount sufficient to cause the aggregate principal amount of all Revolving
Credit Exposures to be less than or equal to the Aggregate Commitment.



SECTION 2.12. Fees. The Borrower agrees to pay to the Administrative Agent for the
account of each Revolving Lender a commitment fee, which shall accrue at a rate per annum equal to
the applicable Commitment Fee Rate on the average daily amount of the Available Commitment of such
Lender during the period from and including the Restatement Effective Date to but excluding the
date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the Restatement Effective
Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day).



(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender
a participation fee with respect to its participations in Letters of Credit, which shall accrue at
the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving
Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Restatement
Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates
and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for
its own account a fronting fee, which shall accrue at the rate of 0.175% per annum on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from
and including the Restatement Effective Date to but excluding the later of the date of termination
of the Commitments and the date on which there ceases to be any LC Exposure, as well as such
Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation,
negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Unless otherwise specified above, participation fees and fronting fees
accrued through and including the last day of March, June, September and December of each year
shall be payable on the third (3rd) Business Day following such last day, commencing on
the first such date to occur after the Restatement Effective Date; provided that all such
fees shall be payable on the date on which the Commitments terminate and any such fees accruing
after the date on which the Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Banks pursuant to this paragraph shall be payable within ten (10) days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).



(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable
in the amounts and at the times separately agreed upon between the Borrower and the Administrative
Agent.



(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it)
for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid
shall not be refundable under any circumstances.



SECTION 2.13. Interest. The Loans comprising each ABR Borrowing shall bear interest
at the Alternate Base Rate plus the Applicable Rate.



(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.



(c) Notwithstanding the foregoing clauses (a) and (b), if any principal of or interest on any
Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at
stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any
Loan, 2% per annum plus the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount, 2% per annum plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section. Notwithstanding the
foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent
or the Required Lenders may, at their option, by notice to the Borrower (which notice may be
revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02
requiring the consent of “each Lender directly affected thereby” for reductions in interest rates),
declare that (i) all Loans shall bear interest at 2% per annum plus the rate otherwise applicable
to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any
other amount outstanding hereunder, such amount shall accrue at 2% per annum plus the rate
applicable to such fee or other obligation as provided hereunder.



(d) Accrued interest on each Revolving Loan shall be payable in arrears on each Interest
Payment Date for such Revolving Loan and upon termination of the Commitments; provided that
(i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.



(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO
Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.



SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:



(a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period; or



(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the
cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in
such Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or electronic communication as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to
such notice no longer exist, (i) any Interest Election Request that requests the conversion of any
Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall
be ineffective and any such Eurodollar Borrowing shall be repaid on the last day of the then
current Interest Period applicable thereto and (ii) if any Borrowing Request requests a Eurodollar
Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing.



SECTION 2.15. Increased Costs. If any Change in Law shall:




(i) impose, modify or deem applicable any reserve, special deposit, liquidity or
similar requirement (including any compulsory loan requirement, insurance charge or other
assessment) against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any
Issuing Bank;




(ii) impose on any Lender or any Issuing Bank or the London interbank market any other
condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such
Lender or any Letter of Credit or participation therein; or




(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes
described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection
Income Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto;



and the result of any of the foregoing shall be to increase the cost to such Lender or such other
Recipient of making, continuing, converting into or maintaining any Loan or of maintaining its
obligation to make any such Loan or to increase the cost to such Lender, such Issuing Bank or such
other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the
amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient
hereunder, whether of principal, interest or otherwise, then the Borrower will pay to such Lender,
such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as
will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for
such additional costs incurred or reduction suffered.



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



(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary
to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the
case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt
thereof.



(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s
right to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be extended to include
the period of retroactive effect thereof.



SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to
Section 2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar
Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such
notice may be revoked under Section 2.11 and is revoked in accordance therewith) or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event,
the Borrower shall compensate each Lender for the loss, cost and expense attributable to such
event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would
have been applicable to such Loan, for the period from the date of such event to the last day of
the then current Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for deposits in
Dollars of a comparable amount and period from other banks in the eurodollar market. A certificate
of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant
to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.
The Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen
(15) days after receipt thereof.



SECTION 2.17. Taxes.



(a) Payments Free of Taxes. Any and all payments by or on account of any obligation
of any Loan Party under any Loan Document shall be made without deduction or withholding for any
Taxes, except as required by applicable law. If any applicable law (as determined in the good
faith discretion of an applicable withholding agent) requires the deduction or withholding of any
Tax from any such payment by a withholding agent, then the applicable withholding agent shall be
entitled to make such deduction or withholding and shall timely pay the full amount deducted or
withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax
is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as
necessary so that after such deduction or withholding has been made (including such deductions and
withholdings applicable to additional sums payable under this Section 2.17) the applicable
Recipient receives an amount equal to the sum it would have received had no such deduction or
withholding been made.



(b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the
relevant Governmental Authority in accordance with applicable law, or at the option of the
Administrative Agent timely reimburse it for, Other Taxes.



(c) Evidence of Payments. As soon as practicable after any payment of Taxes by any
Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent.



(d) Indemnification by the Loan Parties. The Loan Parties shall indemnify each
Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to
such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.



(e) Indemnification by the Lenders. Each Lender shall severally indemnify the
Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes
attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan
Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the
provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any
Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender under any Loan Document or otherwise payable by the
Administrative Agent to the Lender from any other source against any amount due to the
Administrative Agent under this paragraph (e).



(f) Status of Lenders.




(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax
with respect to payments made under any Loan Document shall deliver to the Borrower and the
Administrative Agent, at the time or times reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be
made without withholding or at a reduced rate of withholding. In addition, any Lender, if
reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two sentences, the
completion, execution and submission of such documentation (other than such documentation
set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in
the Lender’s reasonable judgment such completion, execution or submission would subject such
Lender to any material unreimbursed cost or expense or would materially prejudice the legal
or commercial position of such Lender.




(ii) Without limiting the generality of the foregoing, in the event that the Borrower
is a U.S. Person:




(A) any Lender that is a U.S. Person shall deliver to the Borrower and the
Administrative Agent on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent), executed originals of IRS Form W-9
certifying that such Lender is exempt from U.S. Federal backup withholding tax;




(B) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to the Borrower and the Administrative Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), whichever of
the following is applicable:




(1) in the case of a Foreign Lender claiming the benefits of an income
tax treaty to which the United States is a party (x) with respect to
payments of interest under any Loan Document, executed originals of IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption
from, or reduction of, U.S. Federal withholding Tax pursuant to the
“interest” article of such tax treaty and (y) with respect to any other
applicable payments under any Loan Document, IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable, establishing an exemption from, or reduction
of, U.S. Federal withholding Tax pursuant to the “business profits” or
“other income” article of such tax treaty;




(2) executed originals of IRS Form W-8ECI;




(3) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit C-1 to the effect that such
Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable; or




(4) to the extent a Foreign Lender is not the beneficial owner,
executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, IRS Form W-8-BEN-E, a U.S. Tax Compliance Certificate
substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9,
and/or other certification documents from each beneficial owner, as
applicable; provided that if the Foreign Lender is a partnership and
one or more direct or indirect partners of such Foreign Lender are claiming
the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax
Compliance Certificate substantially in the form of Exhibit C-4 on behalf of
each such direct and indirect partner;




(C) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to the Borrower and the Administrative Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), executed
originals of any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in U.S. Federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable
law to permit the Borrower or the Administrative Agent to determine the withholding
or deduction required to be made; and




(D) if a payment made to a Lender under any Loan Document would be subject to
U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply
with the applicable reporting requirements of FATCA (including those contained in
Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to
the Borrower and the Administrative Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Borrower or the Administrative
Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the
Borrower and the Administrative Agent to comply with their obligations under FATCA
and to determine that such Lender has complied with such Lender’s obligations under
FATCA or to determine the amount to deduct and withhold from such payment. Solely
for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA
after the date of this Agreement.



Each Lender agrees that if any form or certification it previously delivered expires or
becomes obsolete or inaccurate in any respect, it shall update such form or certification or
promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do
so.



(g) Treatment of Certain Refunds. If any party determines, in its sole discretion
exercised in good faith, that it has received a refund of any Taxes as to which it has been
indemnified pursuant to this Section 2.17 (including additional amounts paid pursuant to this
Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to
the extent of indemnity payments made by the Borrower under this Section with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such
indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such
indemnified party, shall repay to such indemnified party the amount paid to such indemnified party
pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) in the event such indemnified party is required to repay such
refund to such Governmental Authority. Notwithstanding anything to the contrary in this
Section 2.17(g), in no event will any indemnified party be required to pay any amount to any
indemnifying party pursuant to this Section 2.17(g) if such payment would place such indemnified
party in a less favorable position (on a net after-Tax basis) than such indemnified party would
have been in if the indemnification payments or additional amounts giving rise to such refund had
never been paid. This Section 2.17(g) shall not be construed to require any indemnified party to
make available its Tax returns (or any other information relating to its Taxes which it deems
confidential) to the indemnifying party or any other Person.



(h) Survival. Each party’s obligations under this Section 2.17 shall survive the
resignation or replacement of the Administrative Agent or any assignment of rights by, or the
replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations under any Loan Document.



(i) FATCA. For purposes of determining withholding Taxes imposed under FATCA, from
and after the Restatement Effective Date, the Borrower and the Administrative Agent shall treat
(and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as
a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).



(j) Defined Terms. For purposes of this Section 2.17, the term “Lender” includes the
Issuing Banks and the term “applicable law” includes FATCA.



SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.



(a) The Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., New York City time on the date when
due, in immediately available funds, without set-off or counterclaim. Any amounts received after
such time on the date on which such payment is due may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent at its
offices at 10 South Dearborn Street, 7th Floor, Chicago, Illinois 60603, except payments to be made
directly to the Issuing Banks as expressly provided herein and except that payments pursuant to
Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder
shall be due on a day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. All payments hereunder shall be made in
Dollars.



(b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.



(c) During the continuance of an Event of Default, at the election of the Administrative
Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03),
and other sums payable under the Loan Documents, may be deducted from any deposit account of the
Borrower maintained with the Administrative Agent; provided, that in the case of
reimbursement for fees and expenses, the Administrative Agent shall have previously provided the
Borrower with an invoice setting forth any such amounts as provided for under Section 9.03. The
Borrower hereby irrevocably authorizes, during the continuance of an Event of Default, the
Administrative Agent to charge any deposit account of the Borrower maintained with the
Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder
or any other amount due under the Loan Documents.



(d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements
and accrued interest thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value) participations in the
Revolving Loans and participations in LC Disbursements of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Revolving Loans and
participations in LC Disbursements; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of the Borrower in the amount of such participation.



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



(f) If any Lender shall fail to make any payment required to be made by it pursuant to 2.06(d)
or (e), 2.07(b), 2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion and
notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the
Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or
such Issuing Bank to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as
cash collateral for, and application to, any future funding obligations of such Lender under any
such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the
Administrative Agent in its discretion.



SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.15, or the Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17,
then such Lender shall use reasonable efforts to designate a different lending office for funding
or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the
case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.



(b) If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights (other than its existing rights
to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing
Banks), which consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and participations in LC
Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.15 or payments required to be
made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.



SECTION 2.20. Expansion Option. The Borrower may from time to time elect to increase
the Commitments in minimum increments of $10,000,000 so long as, after giving effect thereto, the
aggregate amount of such increases does not exceed $60,000,000. The Borrower may arrange for any
such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its
Commitment, an “Increasing Lender”; it being understood that no Lender shall be obligated
to agree to an increase in its Commitment), or by one or more new banks, financial institutions or
other entities (each such new bank, financial institution or other entity, an “Augmenting
Lender”), to increase their existing Commitments or extend Commitments, as the case may be;
provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower,
the Administrative Agent and the Issuing Banks and (ii) (x) in the case of an Increasing Lender,
the Borrower and such Increasing Lender execute an agreement substantially in the form of
Exhibit D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such
Augmenting Lender execute an agreement substantially in the form of Exhibit E hereto. No
consent of any Lender (other than the Lenders participating in the increase) shall be required for
any increase in Commitments to this Section 2.20. Increases and new Commitments created pursuant
to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative
Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall
notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in
the Commitment of any Lender) shall become effective under this Section 2.20 unless, (i) on the
proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a)
and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative
Agent shall have received a certificate to that effect dated such date and executed by a Financial
Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis
reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.11 and
(ii) the Administrative Agent shall have received opinion letters consistent with those delivered
on the Restatement Effective Date as to the limited liability company power and authority of the
Borrower to borrow hereunder after giving effect to such increase. On the effective date of any
increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make
available to the Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine, for the benefit of the other Lenders, as being required in
order to cause, after giving effect to such increase and the use of such amounts to make payments
to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders
to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall
be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any
increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with
related Interest Periods if applicable, specified in a notice delivered by the Borrower, in
accordance with the requirements of Section 2.03). The deemed payments made pursuant to
clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued
interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to
indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment
occurs other than on the last day of the related Interest Periods.



SECTION 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply
for so long as such Lender is a Defaulting Lender:




(a) fees shall cease to accrue on the unfunded portion of the Commitment of such
Defaulting Lender pursuant to Section 2.12(a);




(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be
included in determining whether the Required Lenders have taken or may take any action
hereunder (including any consent to any amendment, waiver or other modification pursuant to
Section 9.02); provided, that, except as otherwise provided in Section 9.02, this
clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment,
waiver or other modification requiring the consent of such Lender or each Lender directly
affected thereby;




(c) if any LC Exposure exists at the time a Lender becomes a Defaulting Lender then:




(i) all or any part of the LC Exposure of such Defaulting Lender shall be
reallocated among the non-Defaulting Lenders in accordance with their respective
Applicable Percentages but only to the extent that (x) the sum of all non-Defaulting
Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s LC Exposure does
not exceed the total of all non-Defaulting Lenders’ Commitments and (y) no Default
or Event of Default has occurred and is continuing at such time;




(ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrower shall within three (3) Business Days following
notice by the Administrative Agent, cash collateralize for the benefit of the
Issuing Banks only the Borrower’s obligations corresponding to such Defaulting
Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to
clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for
so long as such LC Exposure is outstanding;




(iii) if the Borrower cash collateralizes any portion of such Defaulting
Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be
required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with
respect to such Defaulting Lender’s LC Exposure during the period such Defaulting
Lender’s LC Exposure is cash collateralized;




(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant
to clause (i) above, then the fees payable to the Lenders pursuant to
Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such
non-Defaulting Lenders’ Applicable Percentages; or




(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither
reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then,
without prejudice to any rights or remedies of any Issuing Bank or any other Lender
hereunder, all commitment fees that would otherwise have been payable to such
Defaulting Lender (solely with respect to that portion of such Defaulting Lender’s
Commitment that was utilized by such LC Exposure) and all letter of credit fees
payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure
shall be payable to the Issuing Banks until such LC Exposure is cash collateralized
and/or reallocated;




(d) so long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to
issue, amend or increase any Letter of Credit, unless such Issuing Bank is satisfied that
the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100%
covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be
provided by the Borrower in accordance with Section 2.21(c), and participating interests in
any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.21(c)(i) (and Defaulting Lenders shall not
participate therein);




(e) upon the occurrence and during the continuance of an Event of Default, the
Administrative Agent may, in its sole discretion and in lieu of distributing such amounts to
such Defaulting Lender, apply amounts which would otherwise be payable to a Defaulting
Lender to satisfy in full or in part the Obligations owing to the Administrative Agent, the
Issuing Banks and the non-Defaulting Lenders in accordance with the other provisions of this
Agreement with the balance, if any, being applied to satisfy in full or in part to the
Obligations owing to such Defaulting Lender;




(f) neither the provisions of this Section 2.21, nor the provisions of any other
Section of this Agreement relating to a Defaulting Lender, are intended by the parties
hereto to constitute liquidated damages and, subject to the limitations contained in
Section 9.03 regarding special, indirect, consequential and punitive damages, each of the
Administrative Agent, each Issuing Bank, each non-Defaulting Lender and each Loan Party
hereby reserves its respective rights to proceed against any Defaulting Lender for any
damages incurred as a result of it becoming a Defaulting Lender hereunder; and




(g) for the avoidance of doubt, the Borrower shall not be liable to any Defaulting
Lender as a result of any action taken by the Administrative Agent in accordance with the
terms of this Section 2.21.



If (i) a Bankruptcy Event or a Bail-In Action with respect to a Parent of any Lender shall occur
following the date hereof and for so long as such event shall continue or (ii)  the applicable
Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit, such Issuing Bank
shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank
shall have entered into arrangements with the Borrower or such Lender, satisfactory to such Issuing
Bank to defease any risk to it in respect of such Lender hereunder.



In the event that the Administrative Agent, the Borrower and the Issuing Banks each agrees
that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a
Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion
of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of
the other Lenders as the Administrative Agent shall determine may be necessary in order for such
Lender to hold such Loans in accordance with its Applicable Percentage and any amounts required to
be on deposit pursuant to Section 2.21(c) shall be immediately remitted to the Borrower or as
otherwise required pursuant to applicable law, rule or order.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




The Borrower represents and warrants to the Lenders that:



SECTION 3.01. Organization; Powers; Subsidiaries. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry on its business as
now conducted and, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and
is in good standing in, every jurisdiction where such qualification is required.
Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting
whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or
organization, as the case may be, the percentage of issued and outstanding shares of each class of
its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and,
if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a
description of each class issued and outstanding. All of the outstanding shares of capital stock
and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and
nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as
owned by the Borrower or another Subsidiary are owned, beneficially and of record, by the Borrower
or any Subsidiary free and clear of all Liens. There are no outstanding commitments or other
obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights of
any Person to acquire, any shares of any class of capital stock or other equity interests of the
Borrower or any Subsidiary.



SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan
Party’s organizational powers and have been duly authorized by all necessary organizational actions
and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a
party have been duly executed and delivered by such Loan Party and constitute a legal, valid and
binding obligation of such Loan Party, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.



SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect,
(b) will not violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of its Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a default under any indenture, material
agreement or other material instrument binding upon the Borrower or any of its Subsidiaries or its
assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any
of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset
of the Borrower or any of its Subsidiaries.



SECTION 3.04. Financial Condition; No Material Adverse Change(a) . (a) The Borrower
has heretofore furnished to the Lenders its consolidated balance sheet and statements of income,
stockholders equity and cash flows as of and for the fiscal year ended September 30, 2015 reported
on by PricewaterhouseCoopers LLP, independent public accountants. Such financial statements
present fairly, in all material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP.



(b) Since September 30, 2015, there has been no material adverse change in the business,
assets, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries,
taken as a whole.



SECTION 3.05. Properties(a) . (a) Each of the Borrower and its Subsidiaries has good
title to, or valid leasehold interests in, all its real and personal property material to its
business, except for minor defects in title that do not interfere in any material respect with its
ability to conduct its business as currently conducted or to utilize such properties for their
intended purposes.



(b) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its business, and to
the knowledge of the Borrower, the use thereof by the Borrower and its Subsidiaries does not
infringe upon the rights of any other Person, except for any such infringements that, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.



SECTION 3.06. Litigation, Environmental and Labor Matters(a) . (a) There are no
actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower
or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the
Transactions.



(b) Except with respect to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its
Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability or (iii) has received notice of any claim with respect to
any Environmental Liability.



(c) There are no strikes, lockouts or slowdowns against the Borrower or any of its
Subsidiaries pending or, to their knowledge, threatened that could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect. The hours worked by and
payments made to employees of the Borrower and its Subsidiaries have not been in violation of the
Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to
such matters that could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect. All material payments due from the Borrower or any of its Subsidiaries,
or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of
wages and employee health and welfare insurance and other benefits, have been paid or accrued as
liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions
will not give rise to any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is
bound.



SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower and its
Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other instruments binding upon
it or its property, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.



SECTION 3.08. Investment Company Status. Neither the Borrower nor any Subsidiary
Guarantor is an “investment company” as defined in, or subject to regulation under, the Investment
Company Act of 1940.



SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has timely filed or
caused to be filed all Tax returns and reports required to have been filed and has paid or caused
to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable,
has set aside on its books adequate reserves to the extent required by GAAP or (b) to the extent
that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.



SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect.



SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject,
and all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the
other reports, financial statements, certificates or other written information furnished by or on
behalf of the Borrower or any Subsidiary to the Administrative Agent or any Lender in connection
with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) when taken as a whole contains any material misstatement of fact or omits
to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, the foregoing is
hereby qualified to the extent of any projections or other “forward looking statements”, which
include statements that are predictive in nature, depend upon or refer to future events or
conditions, and usually include words such as “expects”, “anticipates”, “intends”, “plans”,
“believes”, “projects”, “estimates”, or similar expressions; and provided, further, that any
statements concerning future financial performance, ongoing business strategies or prospects or
possible future actions are also future looking statements; it being expressly understood and
agreed that (i) forward looking statements are based on current expectations and projections about
future events and are subject to risks, uncertainties and the accuracy of assumptions concerning
the Borrower and its Subsidiaries, the performance of the industries in which they do business and
economic and market factors, among other things, and (ii) such forward looking statements are not
guarantees of future performance.



SECTION 3.12. Federal Reserve Regulations. No part of the proceeds of any Loan have
been used or will be used, whether directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulations T, U and X.



SECTION 3.13. Liens. There are no Liens on any of the real or personal properties of
the Borrower or any Subsidiary except for Liens permitted by Section 6.02.



SECTION 3.14. No Default. No Default or Event of Default has occurred and is
continuing.



SECTION 3.15. No Burdensome Restrictions. The Borrower is not subject to any
Burdensome Restrictions except Burdensome Restrictions permitted under Section 6.08.



SECTION 3.16. Solvency.



(a) Immediately after giving effect to any Borrowing, the Borrower and its Subsidiaries, taken
as a whole, are and will be Solvent as of the date of such Borrowing.



(b) The Borrower does not intend to, nor does it intend to permit any of its Subsidiaries to,
and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its
ability to pay such debts as they mature, taking into account the timing of and amounts of cash to
be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or
in respect of its Indebtedness or the Indebtedness of any such Subsidiary.



SECTION 3.17. Anti-Corruption Laws and Sanctions. The Borrower has implemented and
maintains in effect policies and procedures designed to ensure compliance by the Borrower, its
Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and
employees and to the knowledge of the Borrower its directors and agents, are in compliance with
Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower,
any Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective
directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the
Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the
credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use
of proceeds or other Transactions will violate any Anti-Corruption Law or applicable Sanctions.



ARTICLE IV




CONDITIONS




SECTION 4.01. Restatement Effective Date. Notwithstanding the execution and delivery
of this Agreement on the date hereof, this Agreement shall not become effective, the Existing
Credit Agreement shall not be superseded as provided in Section 1.06, no commitment to make Credit
Extensions shall arise and no Lender shall be required to make the initial Credit Extension
hereunder each of the following conditions has been satisfied (or waived in accordance with
Section 9.02):



(a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto
either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence
satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of
a signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement and (ii) each initial Subsidiary Guarantor either (A) a counterpart of the Subsidiary
Guaranty signed on behalf of such Subsidiary Guarantor or (B) written evidence satisfactory to the
Administrative Agent (which may include telecopy or electronic transmission of a signed signature
page of the Subsidiary Guaranty) that such Subsidiary Guarantor has signed a counterpart of the
Subsidiary Guaranty.



(b) The Administrative Agent shall have received a written opinion (addressed to the
Administrative Agent and the Lenders and dated the Restatement Effective Date) of Morgan, Lewis &
Bockius LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the
Administrative Agent and covering such other matters relating to the Loan Parties, the Loan
Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower
hereby requests such counsel to deliver such opinion.



(c) The Lenders shall have received satisfactory financial statement projections through and
including the Borrower’s 2019 fiscal year, together with such information as the Administrative
Agent and the Lenders shall reasonably request (including, without limitation, a detailed
description of the assumptions used in preparing such projections).



(d) The Administrative Agent shall have received (i) such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence
and good standing of the initial Loan Parties, the authorization of the Transactions and any other
legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form
and substance reasonably satisfactory to the Administrative Agent and its counsel and as further
described in the list of closing documents attached as Exhibit G and (ii) to the extent
requested by any of the Lenders, all documentation and other information required by bank
regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act.



(e) The Administrative Agent shall have received a certificate, dated the Restatement
Effective Date and signed by the President, a Vice President or a Financial Officer of the
Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of
Section 4.02.



(f) The Administrative Agent shall have received evidence satisfactory to it of the payment,
prior to or simultaneously with the initial Loans hereunder, of all interest, fees and premiums, if
any, on all loans and other extensions of credit outstanding under the Existing Credit Agreement
(other than contingent indemnity obligations).



(g) The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.



The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective
Date, and such notice shall be conclusive and binding.



SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of
Credit, is subject to the satisfaction of the following conditions:



(a) The representations and warranties of the Borrower set forth in this Agreement shall be
true and correct in all material respects (except that any representation or warranty which is
already qualified as to materiality or by reference to Material Adverse Effect shall be true and
correct in all respects) on and as of the date of such Borrowing or the date of issuance,
amendment, renewal or extension of such Letter of Credit, as applicable.



(b) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of
Default shall have occurred and be continuing.



(c) Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit
shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as
to the matters specified in paragraphs (a) and (b) of this Section.



ARTICLE V




AFFIRMATIVE COVENANTS




Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:



SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish
to the Administrative Agent (and the Administrative Agent shall promptly provide the same to the
Lenders):




(a) within one hundred five (105) days after the end of each fiscal year of the
Borrower, its audited consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of and for such year, setting forth in
each case in comparative form the figures for the previous fiscal year, all reported on by
PricewaterhouseCoopers LLP or other independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that such
consolidated financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied except for inconsistencies
resulting from changes in accounting principles and methods agreed to by the Borrower’s
independent public accountants;




(b) within fifty (50) days after the end of each of the first three fiscal quarters of
each fiscal year of the Borrower, its consolidated balance sheet and related statements of
operations, stockholders’ equity and cash flows as of the end of and for the then elapsed
portion of the fiscal year and, with respect to the statement of operations only, for such
fiscal quarter, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as presenting
fairly in all material respects the financial condition and results of operations of the
Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes except for inconsistencies resulting from changes in accounting principles and
methods agreed to by the Borrower’s independent public accountants;




(c) concurrently with any delivery of financial statements under clause (a) or
(b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether
a Default or Event of Default has occurred and, if a Default or Event of Default has
occurred, specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Section 6.11 and (iii) stating whether any material change in GAAP or in the
application thereof has occurred since the date of the audited financial statements referred
to in Section 3.04 and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate;




(d) concurrently with any delivery of financial statements under clause (a) above, a
certificate of the accounting firm that reported on such financial statements stating
whether they obtained knowledge during the course of their examination of such financial
statements of any Default or Event of Default (which certificate may be limited to the
extent required by accounting rules or guidelines);




(e) as soon as available, but in any event not more than fifteen (15) days after being
approved by the board of directors of the Borrower, and in no event later than
November 15th  of each fiscal year of the Borrower, a copy of the plan and
forecast (including a projected consolidated balance sheet, income statement and funds flow
statement) of the Borrower for the upcoming fiscal year in form previously delivered to the
Administrative Agent;




(f) promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Borrower or any Subsidiary with
the SEC, or any Governmental Authority succeeding to any or all of the functions of said
Commission, if any, or with any national securities exchange, or distributed by the Borrower
to its shareholders generally, if any, as the case may be; and




(g) promptly following any request therefor, such other information regarding the
operations, business affairs and financial condition of the Borrower or any Subsidiary, or
compliance with the terms of this Agreement, as the Administrative Agent or any Lender may
reasonably request.



Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically.



SECTION 5.02. Notices of Material Events. The Borrower will furnish to the
Administrative Agent and each Lender as soon as reasonably practicable, and in any event no later
than five (5) Business Days, after a Financial Officer obtains knowledge thereof written notice of
the following:




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




(b) the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary
that, if adversely determined, could reasonably be expected to result in a Material Adverse
Effect;




(c) the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in a Material Adverse
Effect; and




(d) any other development that results in, or could reasonably be expected to result
in, a Material Adverse Effect.



Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of the Borrower setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect thereto.



SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each
of its Subsidiaries to, do or cause to be done all things necessary to (i) preserve, renew and keep
in full force and effect its legal existence, (ii) preserve, renew and keep in full force and
effect the rights, qualifications, licenses, permits, privileges, franchises, governmental
authorizations and intellectual property rights material to the conduct of its business, and
(iii) maintain all requisite authority to conduct its business in each jurisdiction in which its
business is conducted, except where the failure to do so under clause (ii) or (iii) could not
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;
provided that the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03.



SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its
Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in
a Material Adverse Effect before the same shall become delinquent or in default, except where
(a) the validity or amount thereof is being contested in good faith by appropriate proceedings,
(b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with and as required by GAAP and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse Effect.



SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause
each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted; provided,
however, that nothing shall prevent the Borrower or any Subsidiary from discontinuing the
operation or maintenance of any property if such discontinuance is, in the reasonable business
judgment of the Borrower or such Subsidiary, desirable in the conduct of the business of the
Borrower or such Subsidiary and such discontinuance could not reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against such risks as are
customarily maintained by companies engaged in the same or similar businesses.



SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause
each of its Subsidiaries to, keep proper books of record and account in which full, true and
correct entries are made of all dealings and transactions in relation to its business and
activities. The Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice,
to visit and inspect its properties, to examine and make extracts from its books and records, and
to discuss its affairs, finances and condition with its financial officers and, during the
continuance of an Event of Default, its independent accountants, all at such reasonable times and
as often as reasonably requested. The Borrower acknowledges that the Administrative Agent, after
exercising its rights of inspection, may prepare and distribute to the Lenders certain reports
pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Administrative
Agent and the Lenders.



SECTION 5.07. Compliance with Laws and Material Contractual Obligations. The Borrower
will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property (including without limitation
Environmental Laws) and (ii) perform in all material respects its obligations under agreements to
which it is a party, in each case except where the failure to do so under clause (i) and (ii),
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. The Borrower will maintain in effect and enforce policies and procedures designed to
ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers,
employees and agents with Anti-Corruption Laws and applicable Sanctions.



SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used only (x) to
finance the working capital needs, and for general corporate purposes, of the Borrower and its
Subsidiaries in the ordinary course of business and (y) to fund dividends by the Borrower to the
extent permitted hereunder. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit,
and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective
directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of
Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or
giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,
(ii) for the purpose of funding, financing or facilitating any activities, business or transaction
of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities,
businesses or transaction would be prohibited by Sanctions if conducted by a corporation
incorporated in the United States or in a European Union member state or (iii) in any manner that
would result in the violation of any Sanctions applicable to any party hereto.



SECTION 5.09. Subsidiary Guaranty. As promptly as possible but in any event within
thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any
Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the
Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of
“Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written
notice thereof setting forth information in reasonable detail describing the material assets of
such Person and shall cause each such Subsidiary which also qualifies as a Material Domestic
Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty (in the form
contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and
provisions thereof, such Subsidiary Guaranty to be accompanied by appropriate corporate or limited
liability company resolutions, other corporate or limited liability company documentation and legal
opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.



ARTICLE VI




NEGATIVE COVENANTS




Until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired
or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:



SECTION 6.01. Indebtedness. The Borrower will not, and will not permit any Subsidiary
to, create, incur, assume or permit to exist any Indebtedness, except:




(a) the Obligations;




(b) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital Lease
Obligations and any Indebtedness assumed in connection with the acquisition of any such
assets or secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof; provided that (i) such Indebtedness is
incurred prior to or within ninety (90) days after such acquisition or the completion of
such construction or improvement and (ii) the aggregate principal amount of Indebtedness
permitted by this clause (b) shall not exceed $50,000,000 at any time outstanding;




(c) Indebtedness of the Borrower or any Subsidiary incurred pursuant to Permitted
Receivables Facilities; provided that the Attributable Receivables Indebtedness
thereunder shall not exceed an aggregate amount of $400,000,000 at any time outstanding;




(d) unsecured Indebtedness so long as upon the creation, incurrence or assumption
thereof (i) no Default or Event of Default shall be continuing and (ii) the Borrower shall
be in compliance on a Pro Forma Basis with each of the financial covenants set forth in
Section 6.11; and




(e) unsecured Indebtedness of the Borrower or any Subsidiary owing to any Affiliate
which is subordinated to the payment of the Obligations in accordance with the terms set
forth on Exhibit B hereto or on terms and conditions otherwise acceptable to the
Administrative Agent.



SECTION 6.02. Liens. The Borrower will not, and will not permit any Subsidiary to,
create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:




(a) Permitted Encumbrances;




(b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the
Restatement Effective Date and set forth in Schedule 6.02; provided that
(i) such Lien shall not apply to any other property or asset of the Borrower or any
Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the
Restatement Effective Date and extensions, renewals and replacements thereof that do not
increase the outstanding principal amount thereof;




(c) any Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a
Subsidiary after the Restatement Effective Date prior to the time such Person becomes a
Subsidiary; provided that (i) such Lien is not created in contemplation of or in
connection with such acquisition or such Person becoming a Subsidiary, as the case may be,
(ii) such Lien shall not apply to any other property or assets of the Borrower or any
Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the
date of such acquisition or the date such Person becomes a Subsidiary, as the case may be,
and extensions, renewals and replacements thereof that do not increase the outstanding
principal amount thereof;




(d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower
or any Subsidiary; provided that (i) such security interests secure Indebtedness
permitted by clause (b) of Section 6.01, (ii) such security interests and the Indebtedness
secured thereby are incurred prior to or within ninety (90) days after such acquisition or
the completion of such construction or improvement, (iii) the Indebtedness secured thereby
does not exceed the cost of acquiring, constructing or improving such fixed or capital
assets and (iv) such security interests shall not apply to any other property or assets of
the Borrower or any Subsidiary;




(e) Liens arising under Permitted Receivables Facilities;




(f) Liens on assets of the Borrower and its Subsidiaries not otherwise permitted
hereunder which secure obligations not constituting Indebtedness so long as the aggregate
amount of the obligations secured thereby does not at any time exceed $30,000,000; and




(g) any Lien on deposits made on account of Swap Agreements from time to time in the
ordinary course of the business of the Borrower and its Subsidiaries consistent with past
practice.



SECTION 6.03. Fundamental Changes and Asset Sales.



(a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of
its assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests
of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or
dissolve, except that, (x) the Borrower or any Subsidiary may sell Receivables under (i) Permitted
Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness
thereunder shall not exceed an aggregate amount of $400,000,000) and (ii) A/R Purchase Programs;
and (y) if at the time thereof and immediately after giving effect thereto no Default or Event of
Default shall have occurred and be continuing:




(i) any Person may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation;




(ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving
entity is such Loan Party (provided that any such merger involving the Borrower must result
in the Borrower as the surviving entity);




(iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a
Loan Party;




(iv) the Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of
business, (B) sell or lease storage or pipeline capacity in the ordinary course of business,
(C) effect sales, trade-ins or dispositions of used equipment for value in the ordinary
course of business consistent with past practice, (D) enter into licenses of technology in
the ordinary course of business, and (E) in addition to clauses (A) through (D) above, make
any other sales, transfers, leases or dispositions that, together with all other property of
the Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by
this clause (E) at any time after the Restatement Effective Date, does not exceed
$150,000,000;




(v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best interests of
the Borrower and is not materially disadvantageous to the Lenders;




(vi) any Subsidiary that is not a Loan Party may merge into any Subsidiary that is not
a Loan Party; and




(vii) the Borrower and the Subsidiaries may engage in any transactions constituting
Restricted Payments to the extent permitted under Section 6.07.



Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, at
the request of the Required Lenders, shall by notice to the Borrower direct the Borrower to cause
any Receivables Entity to exercise any voluntary option available to such Receivables Entity under
the applicable Permitted Receivables Facility to terminate such Permitted Receivables Facility and
the Borrower shall, upon receipt of such direction, cause such Receivables Entity to exercise such
option and cause the Receivables Entity to, to the extent required thereunder in connection with
the exercise of such option, repurchase all purchase interests in any Receivables or take such
other actions, in each case, in accordance with the terms of the Permitted Receivables Facility
Document. The Administrative Agent shall provide concurrent notice to the administrative agent
under the applicable Permitted Receivables Facility of any direction delivered to the Borrower
pursuant to the foregoing sentence (provided that the Administrative Agent shall not be liable to
such administrative agent or any securitization lender or purchaser for failure to provide such
notice).



(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any
material extent in any business other than businesses of the type conducted by the Borrower and its
Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.



(c) The Borrower will not, nor will it permit any of its Subsidiaries to, change its fiscal
year from the basis in effect on the Restatement Effective Date.



SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower
will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including
pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger)
any capital stock, evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to,
Guarantee any obligations of, or make or permit to exist any investment or any other interest in,
any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions)
any Person or any assets of any other Person constituting a business unit, except:




(a) Permitted Investments;




(b) Permitted Acquisitions;




(c) investments by the Borrower and its Subsidiaries existing on the Restatement
Effective Date in the capital stock of its Subsidiaries;




(d) investments, loans or advances made by the Borrower in or to any Subsidiary and
made by any Subsidiary in or to the Borrower or any other Subsidiary (provided that not more
than an aggregate amount of $10,000,000 in investments, loans or advances or capital
contributions may be made and remain outstanding, at any time, by Loan Parties to
Subsidiaries which are not Loan Parties);




(e) Guarantees constituting Indebtedness permitted by Section 6.01;




(f) investments acquired by reason of the exercise of customary creditor’s rights upon
default or pursuant to the bankruptcy, insolvency or reorganization of an account debtor of
the Borrower or any Subsidiary;




(g) investments by the Borrower or any Subsidiary pursuant to any Swap Agreements to
the extent permitted under Section 6.05;




(h) investments by the Borrower or any Subsidiary in equity interests of Persons (other
than Subsidiaries) engaged in lines of business of the type conducted by the Borrower and
its Subsidiaries as of the Restatement Effective Date and businesses reasonably related
thereto; provided that no investment shall be made under this clause (h) if, together with
all other investments under this clause (h) (calculated as of the date made and without
giving effect to any increase or decrease in the value thereof), the aggregate amount of all
investments under this clause (h) shall exceed 10% of Consolidated Total Assets (calculated
as of the last day of the most recent fiscal year);




(i) investments by UGI PennEast, LLC, a Delaware limited liability company, pursuant to
that certain Amended and Restated Limited Liability Company Agreement of PennEast Pipeline
Company, LLC, dated as of October 13, 2014, as amended by that certain Amendment Number 1 to
Amended and Restated Limited Liability Company Agreement, dated as of November 24, 2014 and
as further amended by that certain Amendment Number 2 to Amended and Restated Limited
Liability Company Agreement, dated as of July 29, 2015, not in the excess of $250,000,000
during the term of this Agreement;




(j) other investments by the Borrower or any Subsidiary not in excess of 7.50% of
Consolidated Total Assets (calculated as of the last day of the most recent fiscal year);
and




(k) payment or performance Guarantees of Affiliates not constituting Indebtedness in an
amount not to exceed $20,000,000 at any time outstanding.



SECTION 6.05. Swap Agreements. The Borrower will not, and will not permit any of its
Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or
mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in
respect of Equity Interests of the Borrower or any of its Subsidiaries), and (b) Swap Agreements
entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating
rates, from one floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Subsidiary.



SECTION 6.06. Transactions with Affiliates. The Borrower will not, and will not
permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices
and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be
obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among
the Borrower and its wholly owned Subsidiaries not involving any other Affiliate, (c) in the
ordinary course of business consistent with past practices for the provision of general and
customary corporate services and (d) any Restricted Payment permitted by Section 6.07.



SECTION 6.07. Restricted Payments. The Borrower will not, and will not permit any of
its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its
Equity Interests payable solely in additional shares of its common stock, (b) (i) wholly-owned
Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests and
(ii) Subsidiaries which are not wholly-owned may declare and pay dividends ratably with respect to
their Equity Interests so long as no Default or Event of Default has occurred and is continuing
prior to making such Restricted Payment or would arise after giving effect (including giving effect
on a Pro Forma Basis) thereto, (c) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for management or employees of the
Borrower and its Subsidiaries, (d) the Borrower may declare and pay dividends with respect to
taxes ratably allocated by UGI Corporation to the business of the Borrower and its Subsidiaries,
(e) distributions of property by a Subsidiary to the Borrower in connection with a transaction
permitted by Section 6.04(h), and (f) the Borrower and its Subsidiaries may make any other
Restricted Payment so long as (i) no Default or Event of Default has occurred and is continuing
prior to making such Restricted Payment or would arise after giving effect (including giving effect
on a Pro Forma Basis) thereto and (ii) the aggregate amount of Restricted Payments under this
clause (f) shall not exceed, during any four (4) consecutive fiscal quarters, $25,000,000 plus 50%
of the Consolidated Net Income for such four (4) consecutive fiscal quarters unless (x) the
Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower
immediately prior to the date such Restricted Payment is made was no greater than 3.00 to 1.0 and
(y) the Leverage Ratio is no greater than 3.00 to 1.0 calculated on a Pro Forma Basis giving effect
to such Restricted Payment.



SECTION 6.08. Restrictive Agreements. The Borrower will not, and will not permit any
of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement
or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or
assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect
to holders of its Equity Interests or to make or repay loans or advances to the Borrower or any
other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions imposed by
law, regulation or any regulatory body or by any Loan Document, (ii) the foregoing shall not apply
to restrictions or conditions contained in the Permitted Receivables Facility Documents or in
agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Subsidiary that is to be sold in a sale permitted hereunder,
(iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness, (B) customary
provisions in leases and other contracts restricting the assignment thereof, (C) customary security
requirements imposed by any agreement related to Indebtedness permitted by this Agreement or
(D) contained in any agreements previously disclosed to the Lenders as of, and existing on, the
Restatement Effective Date.



SECTION 6.09. [Intentionally Omitted].



SECTION 6.10. Sale and Leaseback Transactions. The Borrower shall not, nor shall it
permit any Subsidiary to, enter into any Sale and Leaseback Transaction.



SECTION 6.11. Financial Covenants.



(a) Maximum Leverage Ratio. The Borrower will not permit the ratio (the “Leverage
Ratio”), determined as of the end of each of its fiscal quarters ending on and after
December 31, 2015, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the
period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all
calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than 3.50
to 1.00.



(b) Minimum Interest Coverage Ratio. The Borrower will not permit the ratio (the
“Interest Coverage Ratio”), determined as of the end of each of its fiscal quarters ending
on and after December 31, 2015, of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense,
in each case for the period of four (4) consecutive fiscal quarters ending with the end of such
fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be
less than 3.50 to 1.00.



ARTICLE VII




EVENTS OF DEFAULT




If any of the following events (“Events of Default”) shall occur:




(a) any Loan Party shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement 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;




(b) any Loan Party shall fail to pay any interest on any Loan 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;




(c) any representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with this Agreement or any other Loan Document or any
amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any
report, certificate, financial statement or other document furnished pursuant to or in
connection with this Agreement or any other Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been incorrect in any material respect (or
any representation or warranty which is already qualified as to materiality or by reference
to Material Adverse Effect shall prove to have been incorrect in any respect) when made or
deemed made;




(d) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02, 5.03 (with respect to the Borrower’s existence), 5.08 or 5.09 or
in Article VI;




(e) the Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or
perform any covenant, condition or agreement contained in this Agreement (other than those
specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and such
failure shall continue unremedied for a period of thirty (30) days after notice thereof from
the Administrative Agent to the Borrower (which notice will be given at the request of any
Lender);




(f) the Borrower or any Subsidiary shall fail to make any payment (whether of principal
or interest and regardless of amount) in respect of any Material Indebtedness, when and as
the same shall become due and payable and such failure to pay shall continue after the
applicable grace period, if any, specified in the agreement or instrument relating to such
Material Indebtedness;




(g) any event or condition occurs that results in any Material Indebtedness becoming
due prior to its scheduled maturity or that enables or permits (with or without the giving
of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or
any trustee or agent on its or their behalf to cause any Material Indebtedness to become
due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity; provided that this clause (g) shall not apply to (x) secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the property
or assets securing such Indebtedness or (y) Indebtedness constituting obligations in respect
of a Swap Agreement;




(h) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or
any Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for the Borrower or any Subsidiary or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall continue undismissed for
sixty (60) days or an order or decree approving or ordering any of the foregoing shall be
entered;




(i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or
file any petition seeking liquidation, reorganization or other relief under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for the Borrower or any Subsidiary or for a substantial part of its
assets, (iv) file an answer admitting the material allegations of a petition filed against
it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing;




(j) the Borrower or any Subsidiary shall become unable, admit in writing its inability
or fail generally to pay its debts as they become due;




(k) one or more judgments for the payment of money in an aggregate amount in excess of
$20,000,000 (net of any amount covered by insurance by an insurance company that has not
disclaimed coverage therefor) shall be rendered against the Borrower, any Subsidiary or any
combination thereof and the same shall remain undischarged for a period of sixty
(60) consecutive days during which execution shall not be effectively stayed, or any action
shall be legally taken by a judgment creditor to attach or levy upon any assets of the
Borrower or any Subsidiary to enforce any such judgment;




(l) an ERISA Event shall have occurred that, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in a Material Adverse
Effect;




(m) a Change in Control shall occur; or




(n) any material provision of any Loan Document for any reason (other than as a result
of an act or failure to act by any Credit Party) ceases to be valid, binding and enforceable
in accordance with its terms (or the Borrower or any Subsidiary shall challenge the
enforceability of any Loan Document or shall assert in writing, or engage in any action or
inaction based on any such assertion, that any provision of any of the Loan Documents has
ceased to be or otherwise is not valid, binding and enforceable in accordance with its
terms);



then, and in every such event (other than an event with respect to the Borrower described in
clause (h) or (i) of this Article), and at any time thereafter during the continuance of such
event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to
the Borrower, take either or both of the following actions, at the same or different times, and any
other remedies available to the Administrative Agent under this Agreement: (i) terminate the
Commitments (including the Letter of Credit Commitments), and thereupon the Commitments shall
terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole
(or in part, in which case any principal not so declared to be due and payable may thereafter be
declared to be due and payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other Obligations of the Borrower
accrued hereunder and under the other Loan Documents, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i)
of this Article, the Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other Obligations accrued
hereunder and under the other Loan Documents, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower.



ARTICLE VIII




THE ADMINISTRATIVE AGENT




Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its behalf, including
execution of the other Loan Documents, and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, including acting as collateral agent in
respect of cash collateral deposited with the Administrative Agent in accordance with the terms
hereof, together with such actions and powers as are reasonably incidental thereto. The provisions
of this Article are solely for the benefit of the Administrative Agent and the Lenders (including
the Issuing Banks), and neither the Borrower nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions. It is understood and agreed that the use of the term
“agent” as used herein or in any other Loan Documents (or any similar term) with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead, such term is used as a
matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties.



The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.



The Administrative Agent shall not have any duties or obligations except those expressly set
forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent
shall not have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated by the Loan Documents that the
Administrative Agent is required to exercise in writing as directed by the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure
to disclose, any information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the
absence of its own gross negligence or willful misconduct as determined by a final nonappealable
judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to
have knowledge of any Default or Event of Default unless and until written notice thereof is given
to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection with any Loan Document,
(iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than
to confirm receipt of items expressly required to be delivered to the Administrative Agent.



The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent.



Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Borrower, to appoint a successor. If no successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a
successor Administrative Agent which shall be a bank with an office in New York, New York, or an
Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for
the benefit of such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while it was acting
as Administrative Agent.



Each Lender acknowledges and agrees that the extensions of credit made hereunder are
commercial loans and letters of credit and not investments in a business enterprise or securities.
Each Lender further represents that it is engaged in making, acquiring or holding commercial loans
in the ordinary course of its business and has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a
Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and
information (which may contain material, non-public information within the meaning of the United
States securities laws concerning the Borrower and its Affiliates) as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder and in deciding whether or to the extent to which it will continue as a
Lender or assign or otherwise transfer its rights, interests and obligations hereunder.



None of the Lenders, if any, identified in this Agreement as a Syndication Agent or
Documentation Agent shall have any right, power, obligation, liability, responsibility or duty
under this Agreement other than those applicable to all Lenders as such. Without limiting the
foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any
Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in
their respective capacities as Syndication Agent or Documentation Agent, as applicable, as it makes
with respect to the Administrative Agent in the preceding paragraph.



The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or
omissions of, or (except as otherwise set forth herein in case of the Administrative Agent)
authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right
on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after
the date such principal or interest has become due and payable pursuant to the terms of this
Agreement.



ARTICLE IX




MISCELLANEOUS




SECTION 9.01. Notices. Except in the case of notices and other communications
expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and
other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by electronic
communication (return receipt requested), as follows:




(i) if to the Borrower, to it at One Meridian Boulevard, Suite 2C01, Wyomissing,
Pennsylvania, 19610, Attention: Chief Financial Officer (Facsimile No. (610) 374-4288;
Telephone No. (610) 373-7999; Email Address: adoerries@ugies.com); with a copy to:
Borrower at 460 North Gulph Road, King of Prussia, Pennsylvania 19406, Attention:
Treasurer (Facsimile No. (610) 992-3259; Telephone No. (610) 337-1000; Email Address:
UGI-TREASURY@ugicorp.com);




(ii) if to the Administrative Agent for any credit-related matters, to JPMorgan Chase
Bank, N.A., 10 South Dearborn, 9th Floor, Mail Code IL1-0090, Chicago, IL 60603,
Attention of Helen D. Davis (Facsimile No. (312) 732-1762; Email Address:
helen.d.davis@jpmorgan.com), with a copy to JPMorgan Chase Bank, N.A., 10 S.
Dearborn St., 9th Floor, Chicago, IL 60603, Attention of Lisa Tverdek (Facsimile
No. (312) 325-3238; Email Address: lisa.tverdek@jpmorgan.com);




(iii) if to any Issuing Bank, to the applicable Issuing Bank at (A) JPMorgan Chase
Bank, N.A., 300 S. Riverside Plaza, Mail Code: IL 1-0236, Chicago, IL 60606-0236, Attention
of Global Trade Services (Email Address: GTS.Client.Services@jpmchase.com), with a
copy to JPMorgan Chase Bank, N.A., 10 South Dearborn, 9th Floor, Mail Code
IL1-0090, Chicago, IL 60603, Attention of Helen D. Davis (Facsimile No. (312) 732-1762;
Email Address: helen.d.davis@jpmorgan.com), (B) PNC Bank, National Association,
International Client Care (Telephone No. (800) 682-4689; Email Address:
internationalclientcare@pnc.com) or (C) Wells Fargo Bank, National Association, 301
South College Street, 11th Floor MAC: D1053-115 Charlotte, NC 28202, Attention of
Frederick W. Price, Large Corporate Energy and Power (Facsimile No. (704) 410-0331; Email
Address: rick.price@wellsfargo.com);




(iv) if to the Administrative Agent for any loan-related matters, to it at JPMorgan
Chase Bank, N.A., 10 S. Dearborn St., L2 Floor, Chicago, IL 60603, Attention of Leonida
Mischke (Facsimile No. (844) 490-5663; Email Address:
Leonida.G.Mischke@jpmorgan.com and/or JPM.Agency.Servicing.1@jpmorgan.com);
and




(v) if to any other Lender, to it at its address (or facsimile number) set forth in its
Administrative Questionnaire.



Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by facsimile shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient).
Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall
be effective as provided in said paragraph (b).



(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be
delivered or furnished by using Electronic Systems pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices pursuant to
Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The
Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices or
communications.



Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an
Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient, at its e-mail address as described in the foregoing clause (i), of notification that
such notice or communication is available and identifying the website address therefor;
provided that, for both clauses (i) and (ii) above, if such notice, email or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient.



(c) Any party hereto may change its address or facsimile number or email address for notices
and other communications hereunder by notice to the other parties hereto.



(d) Electronic Systems.




(i) The Borrower agrees that the Administrative Agent may, but shall not be obligated
to, make Communications (as defined below) available to the Issuing Banks and the other
Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a
substantially similar Electronic System.




(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as
available.” The Agent Parties (as defined below) do not warrant the adequacy of such
Electronic Systems and expressly disclaim liability for errors or omissions in the
Communications. No warranty of any kind, express, implied or statutory, including any
warranty of merchantability, fitness for a particular purpose, non-infringement of
third-party rights or freedom from viruses or other code defects, is made by any Agent Party
in connection with the Communications or any Electronic System. In no event shall the
Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to any Loan Party, any Lender, any Issuing Bank or any
other Person or entity for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort, contract or
otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of
Communications through an Electronic System. “Communications” means, collectively,
any notice, demand, communication, information, document or other material provided by or on
behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated
therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by
means of electronic communications pursuant to this Section, including through an Electronic
System.



SECTION 9.02. Waivers; Amendments(a) . (a) No failure or delay by the Administrative
Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder
and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of any Loan Document or consent to any
departure by the Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any
Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at
the time.



(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower and the Required
Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement
or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of
the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled
date of expiration of any Commitment, without the written consent of each Lender directly affected
thereby, (iv) change Section 2.18(b) or (d) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the written consent of
each Lender or (vi) release all or substantially all of the Subsidiary Guarantors from their
obligations under the Subsidiary Guaranty, without the written consent of each Lender;
provided further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent or any Issuing Bank hereunder without the prior
written consent of the Administrative Agent or such Issuing Bank, as the case may be.



(c) If, in connection with any proposed amendment, waiver or consent requiring the consent of
“each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is
obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent
is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then
the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement,
provided that, concurrently with such replacement, (i) another bank or other entity which is
reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date,
to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to
an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to
assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply
with the requirements of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such
Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and
other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to
and including the date of termination, including without limitation payments due to such
Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment
which would have been due to such Lender on the day of such replacement under Section 2.16 had the
Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement
Lender.



(d) Notwithstanding anything to the contrary herein the Administrative Agent may, with the
consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan
Documents to cure any ambiguity, omission, mistake, defect or inconsistency of a technical nature.



SECTION 9.03. Expenses; Indemnity; Damage Waiver(a) . (a) The Borrower shall pay
(i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication and distribution (including, without
limitation, via the internet or through a service such as Intralinks) of the credit facilities
provided for herein, the preparation and administration of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any
Lender, including the documented fees, charges and disbursements of any counsel for the
Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement of its
rights in connection with this Agreement and any other Loan Document, including its rights under
this Section.



(b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and disbursements of any
counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of any Loan Document or any
agreement or instrument contemplated thereby, the performance by the parties hereto of their
respective obligations thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on
or from any property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Indemnitee. This
Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or
damages arising from any non-Tax claim.



(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent or the Issuing Banks under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent or the Issuing Banks, as the case may be, such
Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount (it being understood that the Borrower’s
failure to pay any such amount shall not relieve the Borrower of any default in the payment
thereof); provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent or any Issuing Bank in its capacity as such.



(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee (i) for any damages arising from the use by others of
information or other materials obtained through telecommunications, electronic or other information
transmission systems (including the Internet), or (ii) on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the
use of the proceeds thereof.



(e) All amounts due under this Section shall be payable not later than fifteen (15) days after
written demand therefor, including in all cases reasonably detailed invoices relating thereto.



SECTION 9.04. Successors and Assigns(a) . (a) The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of
Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance
with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit),
Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and
the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.



(b) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more Persons (other than an Ineligible Institution) all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:




(i) the Borrower (provided, that the Borrower shall be deemed to have consented
to any such assignment unless it shall object thereto by written notice to the
Administrative Agent within five (5) Business Days after having received notice thereof);
provided, further, that no consent of the Borrower shall be required for an
assignment to a Lender, an Affiliate of a Lender (other than an Approved Fund) or, if an
Event of Default has occurred and is continuing, any other assignee:




(A) the Administrative Agent; and




(B) the Issuing Banks.




(ii) Assignments shall be subject to the following additional conditions:




(A) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans, the amount of the Commitment or Loans of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not be
less than $5,000,000 unless each of the Borrower and the Administrative Agent
otherwise consent, provided that no such consent of the Borrower shall be
required if an Event of Default has occurred and is continuing;




(B) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations under this Agreement;




(C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee of $3,500, such fee to be paid by either the assigning Lender or the
assignee Lender or shared between such Lenders;




(D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information
(which may contain material non-public information about the Borrower and its
affiliates and their Related Parties or their respective securities, subject to
Section 9.12) will be made available and who may receive such information in
accordance with the assignee’s compliance procedures and applicable laws, including
Federal and state securities laws; and




(E) without the prior written consent of the Administrative Agent, no
assignment shall be made to a prospective assignee that bears a relationship to the
Borrower described in Section 108(e)(4) of the Code.




(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Assumption the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03).
Any assignment or transfer by a Lender of rights or obligations under this Agreement that
does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.




(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the
Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and
LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Issuing Banks and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.




(v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating
an Assignment and Assumption by reference pursuant to a Platform as to which the
Administrative Agent and the parties to the Assignment and Assumption are participants, the
assignee’s completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this
Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register; provided that if either the assigning
Lender or the assignee shall have failed to make any payment required to be made by it
pursuant to 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have
no obligation to accept such Assignment and Assumption and record the information therein in
the Register unless and until such payment shall have been made in full, together with all
accrued interest thereon. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.



(c) Any Lender may, without the consent of the Borrower, the Administrative Agent or the
Issuing Banks, sell participations to one or more banks or other entities (a
“Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its Commitment and the
Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall
remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations; (C) the Borrower, the Administrative Agent, the Issuing Banks
and the other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement; and (D) without the prior written
consent of the Administrative Agent, no participation shall be sold to a prospective participant
that bears a relationship to the Borrower described in Section 108(e)(4) of the Code. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that
such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to
any amendment, modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. The Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section; provided that such
Participant (A) shall be subject to the requirements and limitations therein, including the
requirements under Section 2.17(f) (it being understood that the documentation required under
Section 2.17(f) shall be delivered to the participating Lender); (B) agrees to be subject to the
provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section;
and (C) shall not be entitled to receive any greater payment under Sections 2.15 or 2.17, with
respect to any participation, than its participating Lender would have been entitled to receive,
except to the extent such entitlement to receive a greater payment results from a Change in Law
that occurs after the Participant acquired the applicable participation. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a
Lender. Each Lender that sells a participation shall, acting solely for this purpose as a
non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest) of each Participant’s interest in
the Loans or other obligations under this Agreement (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the
Participant Register (including the identity of any Participant or any information relating to a
Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to
establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the
Participant Register shall be conclusive absent manifest error, and such Lender shall treat each
Person whose name is recorded in the Participant Register as the owner of such participation for
all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of
doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register.



(d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



SECTION 9.05. Survival. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of
any Default or Event of Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this Agreement or any
other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as
the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and
9.03 and Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of this Agreement or
any other Loan Document or any provision hereof or thereof.



SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution. This
Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement, the other Loan Documents and any separate
letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) the
reductions of the Letter of Credit Commitment of any Issuing Bank constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Except as
provided in Section 4.01, this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement
by telecopy, e-mailed.pdf or any other electronic means that reproduces an image of the actual
executed signature page shall be effective as delivery of a manually executed counterpart of this
Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to any document to be signed in connection with this Agreement and the transactions
contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature, physical delivery thereof or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions thereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.



SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final and in whatever currency denominated) at any time
held and other obligations at any time owing by such Lender or Affiliate to or for the credit or
the account of the Borrower or any Subsidiary Guarantor against any of and all of the Obligations
held by such Lender, irrespective of whether or not such Lender shall have made any demand under
the Loan Documents and although such obligations may be unmatured. The rights of each Lender under
this Section are in addition to other rights and remedies (including other rights of setoff) which
such Lender may have.



SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process(a) . (a)
This Agreement shall be governed by and construed in accordance with the laws of the State of New
York.



(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough
of Manhattan, and of the United States District Court for the Southern District of New York sitting
in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Loan Document shall affect any right that the Administrative Agent, any
Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against any Loan Party or its properties in the courts of any
jurisdiction.



(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.



(d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will
affect the right of any party to this Agreement to serve process in any other manner permitted by
law.



SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.



SECTION 9.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Banks
and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors who are directly
involved with the Transactions (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any Governmental Authority (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under
this Agreement or any other Loan Document or any suit, action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Borrower and its obligations,
(g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other
than the Borrower. For the purposes of this Section, “Information” means all information received
from the Borrower relating to the Borrower or its business, other than any such information that is
available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the Borrower; provided that, in the case of information received
from the Borrower after the Restatement Effective Date, such information is clearly identified at
the time of delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.



EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS
AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.



ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR
THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER,
THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH
LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.



SECTION 9.13. USA PATRIOT Act. Each Lender that is subject to the requirements of the
USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby
notifies each Loan Party that pursuant to the requirements of the Act, it is required to obtain,
verify and record information that identifies such Loan Party, which information includes the name,
address and tax identification number of such Loan Party and other information that will allow such
Lender to identify such Loan Party in accordance with the Act.



SECTION 9.14. Releases of Subsidiary Guarantors.



(a) A Subsidiary Guarantor shall automatically be released from its obligations under the
Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a
result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required
by this Agreement, the Required Lenders shall have consented to such transaction and the terms of
such consent shall not have provided otherwise. In connection with any termination or release
pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by
each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents
that such Loan Party shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to this Section shall be without recourse to or
warranty by the Administrative Agent.



(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender
to), upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under
the Subsidiary Guaranty if such Subsidiary Guarantor is no longer a Material Domestic Subsidiary.



(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees,
expenses and other amounts payable under the Loan Documents and the other Obligations (other than
obligations under any Swap Agreement or any Banking Services Agreement, and other Obligations
expressly stated to survive such payment and termination) shall have been paid in full in cash, the
Commitments shall have been terminated and no Letters of Credit shall be outstanding, the
Subsidiary Guaranty and all obligations (other than those expressly stated to survive such
termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without
delivery of any instrument or performance of any act by any Person.



SECTION 9.15. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.



SECTION 9.16. No Advisory or Fiduciary Responsibility. In connection with all aspects
of each transaction contemplated hereby (including in connection with any amendment, waiver or
other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees
that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders
are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand,
and the Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the
Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of
the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders
and their Affiliates is and has been acting solely as a principal and, except as expressly agreed
in writing by the relevant parties, has not been, is not, and will not be acting as an advisor,
agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender
or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect
to the transactions contemplated hereby except, in the case of a Lender, those obligations
expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their
respective Affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has
any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest
extent permitted by law, the Borrower hereby waives and releases any claims that it may have
against each of the Lenders and their Affiliates with respect to any breach or alleged breach of
agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.



SECTION 9.17. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any EEA Financial Institution arising under any Loan Document may be subject to the
write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and
acknowledges and agrees to be bound by:



(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to
any such liabilities arising hereunder which may be payable to it by any party hereto that is an
EEA Financial Institution; and



(b) the effects of any Bail-in Action on any such liability, including, if applicable:




(i) a reduction in full or in part or cancellation of any such liability;




(ii) a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such EEA Financial Institution, its parent undertaking, or a
bridge institution that may be issued to it or otherwise conferred on it, and that such
            shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to any such liability under this Agreement or any other Loan Document; or




(iii) the variation of the terms of such liability in connection with the exercise of
the write-down and conversion powers of any EEA Resolution Authority.



[Signature Pages Follow]




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
and delivered by their respective authorized officers as of the day and year first above written.



	 	 	 
	UGI ENERGY SERVICES, LLC,

	as the Borrower

By

	 	

/s/ Bradley C. Hall
	
 
	 	 






	 	 	 
	 	 	Name:	 	 	Bradley C. Hall
	 	 	Title: President	 
		 	 	 	 	 
	 	 	 	 	 	JPMORGAN CHASE BANK, N.A., individually as a Lender,
	 	 	 	 	 	as an Issuing Bank and as Administrative Agent






	 	 	 	By
/s/ Helen D. Davis






	 	 	Name: Helen D. Davis

Title: Executive Director




1










PNC BANK, NATIONAL ASSOCIATION,


individually as a Lender, as an Issuing Bank and as
Syndication Agent




	 	 	 	By
/s/ Domenic D’Ginto






	 	 	Name: Domenic D’Ginto, CFA

Title: Senior Vice President




2










WELLS FARGO BANK, NATIONAL ASSOCIATION,


individually as a Lender, as an Issuing Bank and as
Documentation Agent




	 	 	 	By
/s/ Frederick W. Price






	 	 	Name: Frederick W. Price

Title: Managing Director




3









	 	 	 
	CITIZENS BANK OF PENNSYLVANIA,

	individually as a Lender

	By

	 	/s/ Leslie D. Broderick
	
 
	 	 







	 	 	Name: Leslie D. Broderick

Title: Senior Vice President




4









	 	 	 
	BANK OF AMERICA, N.A.,

	individually as a Lender

	By

	 	/s/ Bryan Heller
	
 
	 	 







	 	 	Name: Bryan Heller

Title: Director




5










CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually
as a Lender




	 	 	 	By
/s/ Bill O’Daly





	 	 	 
	 	 	Name:	 	 	Bill O’Daly
	 	 	Title:	Authorized Signatory
	 	 	By	 	 	/s/ Kelly Heimrich






	 	 	Name: Kelly Heimrich

Title: Authorized Signatory




6










DEUTSCHE BANK AG NEW YORK BRANCH, individually as a
Lender




	 	 	 	By
/s/ Virginia Cosenza





	 	 	 
	 	 	Name:	 	 	Virginia Cosenza
	 	 	Title:	Vice President
	 	 	By	 	 	/s/ Ming K. Chu






	 	 	Name: Ming K. Chu

Title: Vice President





SCHEDULE 2.01A




COMMITMENTS




	 	 	 	 	 
	LENDER	 	COMMITMENT
	JPMORGAN CHASE BANK, N.A.
	 	$	45,000,000	 
	PNC BANK, NATIONAL ASSOCIATION
	 	$	45,000,000	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	$	45,000,000	 
	CITIZENS BANK OF PENNSYLVANIA
	 	$	36,000,000	 
	BANK OF AMERICA, N.A.
	 	$	23,000,000	 
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	 	$	23,000,000	 
	DEUTSCHE BANK AG NEW YORK BRANCH
	 	$	23,000,000	 
	AGGREGATE COMMITMENT
	 	$	240,000,000	 






SCHEDULE 2.01B




LETTER OF CREDIT COMMITMENTS




	 	 	 	 	 
	 	 	LETTER OF CREDIT
	ISSUING BANK	 	COMMITMENT
	JPMORGAN CHASE BANK, N.A.
	 	$	16,700,000	 
	PNC BANK, NATIONAL ASSOCIATION
	 	$	16,650,000	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	$	16,650,000	 






AGGREGATE LETTER OF CREDIT COMMITMENT $50,000,000SCHEDULE 3.01




SUBSIDIARIES




Borrower holds 100% of the equity interests of each of the following subsidiaries:



Energy Services Funding Corporation (Delaware)



UGI Asset Management, Inc. (Delaware)



Hellertown Pipeline Company (Pennsylvania)



Homestead Holding Company (Delaware)



UGI LNG, Inc. (Delaware)



UGI Storage Company (Pennsylvania)



UGI Development Company (Pennsylvania)


UGI Marcellus, LLC (Delaware)


UGI Mt. Bethel Pipeline Company, LLC (Delaware)


UGI Sunbury, LLC (Delaware)


UGI Central Gas Control, LLC (Delaware)


UGI PennEast, LLC (Delaware)



UGI Development Company holds 100% of the equity interests in each of the following
subsidiaries:



UGID Holding Company (Delaware)



UGI Hunlock Development Company (Pennsylvania)



The following subsidiaries are “Material Domestic Subsidiaries” as of the Restatement Effective
Date:



UGI LNG, Inc.


UGI Development Company


UGI Storage Company


UGI Sunbury, LLC


UGI PennEast, LLC



SCHEDULE 6.02




EXISTING LIENS




Liens granted pursuant to that certain Asset Management Agreement dated as of June 5, 2015 by and
between the Borrower and UGI Utilities, Inc.



EXHIBIT A




ASSIGNMENT AND ASSUMPTION




This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Second Amended and Restated
Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy
of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in
Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 	 	 
	 	1.	 	 	Assignor:
	 	


	 	2.	 	 	Assignee:
	 	


	 	 	 	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]

	 	3.	 	 	Borrower(s):
	 	UGI Energy Services, LLC

	 	 	 	 	 	 	 

	 	4.	 	 	Administrative Agent:
	 	JPMorgan Chase Bank, N.A., as the administrative agent under the

Credit Agreement

	 	5.	 	 	Credit Agreement:
	 	The Second Amended and Restated Credit Agreement dated as of

February 29, 2016 among UGI Energy Services, LLC, the Lenders

parties thereto, JPMorgan Chase Bank, N.A., as Administrative

Agent, and the other agents parties thereto

	 	6.	 	 	Assigned Interest:
	 	








	 	 	 	 	 	 	 
	Aggregate Amount of

Commitment/Loans for

all Lenders

	 	Amount ofPercentage

Commitment/Loans

Assigned
	 	Assigned of Commitment/Loans2





	 

	 	 	 	 	 	

	$

	 	$	%	 	 	

	 

	 	 	 	 	 	

	$

	 	$	%	 	 	

	 

	 	 	 	 	 	

	$

	 	$	%	 	 	

	 

	 	 	 	 	 	







Effective Date:              , 20       [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:




ASSIGNOR




[NAME OF ASSIGNOR]




	 	 	 	By






Title:




ASSIGNEE




[NAME OF ASSIGNEE]




	 	 	 	By






Title:


Consented to and Accepted:



JPMORGAN CHASE BANK, N.A., as


Administrative Agent and an Issuing Bank



By



Title:



[Consented to:]3


[UGI ENERGY SERVICES, LLC]



By



Title:



[PNC BANK, NATIONAL ASSOCIATION,


as an Issuing Bank



By



Title:



WELLS FARGO BANK, NATIONAL ASSOCIATION,


as an Issuing Bank]



By



Title:



ANNEX I

STANDARD TERMS AND CONDITIONS FOR




ASSIGNMENT AND ASSUMPTION




1. Representations and Warranties.



1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, (v) if it is a Non-U.S. Lender,
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee, and
(vi) it does not bear a relationship to the Borrower described in Section 108(e)(4) of the Code;
and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent,
the Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.



2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.



3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption
by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of
a signature page of this Assignment and Assumption by any Electronic System shall be effective as
delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and
Assumption shall be governed by, and construed in accordance with, the law of the State of New
York.



EXHIBIT B




SUBORDINATION TERMS




EXHIBIT C-1

[FORM OF]




U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)




Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of
February 29, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among UGI Energy Services, LLC (the “Borrower”), the Lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).



Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any
Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is
not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is
not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code.



The undersigned has furnished the Administrative Agent and the Borrower with a certificate of
its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and
(2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent
with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.



Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



[NAME OF LENDER]



By:

Name:

Title:




Date:       , 20[       ]



EXHIBIT C-2

[FORM OF]




U.S. TAX COMPLIANCE CERTIFICATE




(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)




Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of
February 29, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among UGI Energy Services, LLC (the “Borrower”), the Lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).



Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the participation in respect of
which it is providing this certificate, (ii) it is not a bank within the meaning of
Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code.



The undersigned has furnished its participating Lender with a certificate of its non-U.S.
Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments.



Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



[NAME OF PARTICIPANT]



By:

Name:

Title:




Date:       , 20[       ]



EXHIBIT C-3

[FORM OF]




U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)




Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of
February 29, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among UGI Energy Services, LLC (the “Borrower”), the Lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).



Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the participation in respect of which it is
providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial
owners of such participation, (iii) with respect such participation, neither the undersigned nor
any of its direct or indirect partners/members is a bank extending credit pursuant to a loan
agreement entered into in the ordinary course of its trade or business within the meaning of
Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten
percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and
(v) none of its direct or indirect partners/members is a controlled foreign corporation related to
the Borrower as described in Section 881(c)(3)(C) of the Code.



The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one
of the following forms from each of its partners/members that is claiming the portfolio interest
exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By
executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments.



Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



[NAME OF PARTICIPANT]



By:

Name:

Title:




Date:       , 20[       ]



EXHIBIT C-4

[FORM OF]




U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)




Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of
February 29, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among UGI Energy Services, LLC (the “Borrower”), the Lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).



Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing
such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing
such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or
any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct
or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a
controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.



The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY
accompanied by one of the following forms from each of its partners/members that is claiming the
portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or
(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from
each of such partner’s/member’s beneficial owners that is claiming the portfolio interest
exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the
Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and
the Administrative Agent with a properly completed and currently effective certificate in either
the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.



Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



[NAME OF LENDER]



By:

Name:

Title:




Date:       , 20[       ]



EXHIBIT D

FORM OF INCREASING LENDER SUPPLEMENT




INCREASING LENDER SUPPLEMENT, dated     , 20       (this “Supplement”), by and
among each of the signatories hereto, to the Second Amended and Restated Credit Agreement, dated as
of February 29, 2016 (as amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among UGI Energy Services, LLC (the “Borrower”), the
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).



W I T N E S S E T H




WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower has the right, subject
to the terms and conditions thereof, to effectuate from time to time an increase in the Aggregate
Commitment under the Credit Agreement by requesting one or more Lenders to increase the amount of
its Commitment;



WHEREAS, the Borrower has given notice to the Administrative Agent of its intention to
increase the Aggregate Commitment pursuant to such Section 2.20; and



WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the undersigned Increasing Lender
now desires to increase the amount of its Commitment under the Credit Agreement by executing and
delivering to the Borrower and the Administrative Agent this Supplement;



NOW, THEREFORE, each of the parties hereto hereby agrees as follows:



1. The undersigned Increasing Lender agrees, subject to the terms and conditions of the
Credit Agreement, that on the date of this Supplement it shall have its Commitment increased by
$[      ], thereby making the aggregate amount of its total Commitments equal to $[      ].



2. The Borrower hereby represents and warrants that no Default or Event of Default has
occurred and is continuing on and as of the date hereof.



3. Terms defined in the Credit Agreement shall have their defined meanings when used herein.



4. This Supplement shall be governed by, and construed in accordance with, the laws of the
State of New York.



5. This Supplement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same document.




	1	 	Select as applicable.






	2	 	Set forth, so at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.






	3	 	To be added only if the consent of the
Borrower or the Issuing Banks is required by the terms of the Credit Agreement.




7









IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and
delivered by a duly authorized officer on the date first above written.




[INSERT NAME OF INCREASING LENDER]




	 	 	 	By






Name:


Title:



Accepted and agreed to as of the date first written above:


UGI ENERGY SERVICES, LLC



By:

Name:

Title:




Acknowledged as of the date first written above:



JPMORGAN CHASE BANK, N.A.





as Administrative Agent



By:

Name:

Title:




EXHIBIT E

FORM OF AUGMENTING LENDER SUPPLEMENT




AUGMENTING LENDER SUPPLEMENT, dated     , 20       (this “Supplement”), to the
Second Amended and Restated Credit Agreement, dated as of February 29, 2016 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among UGI
Energy Services, LLC (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent (in such capacity, the “Administrative Agent”).



W I T N E S S E T H




WHEREAS, the Credit Agreement provides in Section 2.20 thereof that any bank, financial
institution or other entity may extend Commitments under the Credit Agreement subject to the
approval of the Borrower and the Administrative Agent, by executing and delivering to the Borrower
and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this
Supplement; and



WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement
but now desires to become a party thereto;



NOW, THEREFORE, each of the parties hereto hereby agrees as follows:



1. The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit
Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all
purposes of the Credit Agreement to the same extent as if originally a party thereto, with a
Commitment with respect to Revolving Loans of $[      ].



2. The undersigned Augmenting Lender (a) represents and warrants that it is legally
authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Supplement;
(c) agrees that it will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit Agreement
or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such
powers and discretion under the Credit Agreement or any other instrument or document furnished
pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be performed by it as a
Lender.



3. The undersigned’s address for notices for the purposes of the Credit Agreement is as
follows:



[      ]



4. The Borrower hereby represents and warrants that no Default or Event of Default has
occurred and is continuing on and as of the date hereof.



5. Terms defined in the Credit Agreement shall have their defined meanings when used herein.



6. This Supplement shall be governed by, and construed in accordance with, the laws of the
State of New York.



7. This Supplement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same document.



[remainder of this page intentionally left blank]





8






IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and
delivered by a duly authorized officer on the date first above written.




[INSERT NAME OF AUGMENTING LENDER]




	 	 	 	By






Name:


Title:



Accepted and agreed to as of the date first written above:


UGI ENERGY SERVICES, LLC



By:

Name:

Title:




Acknowledged as of the date first written above:



JPMORGAN CHASE BANK, N.A.





As Administrative Agent



By:

Name:

Title:




Approved as of the date first written above:



[      ]4


As an Issuing Bank



By:

Name:

Title:




EXHIBIT F




FORM OF SECOND AMENDED AND RESTATED GUARANTY




THIS SECOND AMENDED AND RESTATED GUARANTY (this “Guaranty”) is made as of February 29,
2016, by and among each of the undersigned (the “Initial Guarantors” and along with any
additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a
supplement hereto in the form attached as Annex I, the “Guarantors”) in favor of the
Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations (as defined
below), under the Credit Agreement referred to below.



WITNESSETH




WHEREAS, UGI Energy Services, LLC, a Pennsylvania limited liability company (the
“Borrower”), the institutions from time to time parties thereto as lenders (the
“Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the
“Administrative Agent”), have entered into a certain Second Amended and Restated Credit
Agreement, dated as of February 29, 2016 (as the same may be amended, modified, supplemented and/or
restated, and as in effect from time to time, the “Credit Agreement”), providing, subject
to the terms and conditions thereof, for extensions of credit and other financial accommodations to
be made by the Lenders to the Borrower;



WHEREAS, it is a condition precedent to the extensions of credit by the Lenders under the
Credit Agreement that each of the Guarantors (constituting all of the Subsidiaries of the Borrower
required to execute this Guaranty pursuant to Section 5.09 of the Credit Agreement) execute and
deliver this Guaranty, whereby each of the Guarantors shall guarantee the payment when due of all
Obligations; and



WHEREAS, in consideration of the direct and indirect financial and other support that the
Borrower has provided, and such direct and indirect financial and other support as the Borrower may
in the future provide, to the Guarantors, and in order to induce the Lenders and the Administrative
Agent to enter into the Credit Agreement, each of the Guarantors is willing to guarantee the
Obligations of the Borrower;



NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



SECTION 1. Definitions. Terms defined in the Credit Agreement and not otherwise
defined herein have, as used herein, the respective meanings provided for therein.



SECTION 2. Representations, Warranties and Covenants. Each of the Guarantors
represents and warrants (which representations and warranties shall be deemed to have been renewed
at the time of the making, conversion or continuation of any Loan or issuance of any Letter of
Credit) that:




(A) It is a corporation, partnership or limited liability company duly organized,
validly existing and (to the extent such concept applies to such entity) in good standing
under the laws of its jurisdiction of incorporation, organization or formation, and has all
requisite power and authority to carry on its business as now conducted and, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, is qualified to do business in, and is in good
standing, in every jurisdiction where such qualification is required.




(B) It (to the extent applicable) has the requisite power and authority and legal right
to execute and deliver this Guaranty and to perform its obligations hereunder. The
execution and delivery by each Guarantor of this Guaranty and the performance by each of its
obligations hereunder have been duly authorized by proper proceedings, and this Guaranty
constitutes a legal, valid and binding obligation of such Guarantor, respectively,
enforceable against such Guarantor, respectively, in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.




(C) Neither the execution and delivery by it of this Guaranty, nor the consummation by
it of the transactions herein contemplated, nor compliance by it with the provisions hereof
will (i) violate any applicable law, rule or regulation, the charter, by-laws or other
organizational documents of the Borrower or any of its Subsidiaries, or the provisions of
any indenture, material agreement or other material instrument binding upon the Borrower or
any of its Subsidiaries or the assets thereof or (ii) result in the creation or imposition
of any Lien in on any asset of the Borrower or any of its Subsidiaries (other than any Loan
Document). No consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except such as have been obtained or made and are in full force
and effect, is required to be obtained or made by it in connection with the execution,
delivery and performance by it of, or the legality, validity, binding effect or
enforceability against it of, this Guaranty.



In addition to the foregoing, each of the Guarantors covenants that, so long as any Lender has
any Commitment outstanding under the Credit Agreement or any amount payable under the Credit
Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will
enable the Borrower to, fully comply with those covenants and agreements of the Borrower applicable
to such Guarantor set forth in the Credit Agreement.



SECTION 3. The Guaranty. Each of the Guarantors hereby unconditionally guarantees,
jointly with the other Guarantors and severally, the full and punctual payment and performance when
due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including,
without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to
the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements
(“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or
any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other
amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap
Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and
faithful performance, keeping, observance, and fulfillment by the Borrower of all of the
agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents
(all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the
holders from time to time of the Guaranteed Obligations being referred to collectively as the
“Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its
Subsidiaries, as applicable, to pay punctually any such amount or perform such obligation, and
(y) such failure continuing beyond any applicable grace or notice and cure period, each of the
Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at
the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking
Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors
hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment
and is not a guaranty of collection.



SECTION 4. Guaranty Unconditional. The obligations of each of the Guarantors
hereunder shall be unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:




(A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or
with respect to the Guaranteed Obligations or any part thereof or any agreement relating
thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed
Obligations, whether (in any such case) by operation of law or otherwise, or any failure or
omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or
any part thereof or any agreement relating thereto, or with respect to any obligation of any
other guarantor of any of the Guaranteed Obligations;




(B) any modification or amendment of or supplement to the Credit Agreement, any Swap
Agreement, any Banking Services Agreement or any other Loan Document, including, without
limitation, any such amendment which may increase the amount of, or the interest rates
applicable to, any of the Obligations guaranteed hereby;




(C) any release, surrender, compromise, settlement, waiver, subordination or
modification, with or without consideration, of any collateral securing the Guaranteed
Obligations or any part thereof, any other guaranties with respect to the Guaranteed
Obligations or any part thereof, or any other obligation of any person or entity with
respect to the Guaranteed Obligations or any part thereof, or any nonperfection or
invalidity of any direct or indirect security for the Guaranteed Obligations;




(D) any change in the limited liability company, corporate, partnership or other
existence, structure or ownership of the Borrower or any other guarantor of any of the
Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or
any of their respective assets or any resulting release or discharge of any obligation of
the Borrower or any other guarantor of any of the Guaranteed Obligations;




(E) the existence of any claim, setoff or other rights which the Guarantors may have at
any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the
Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in
connection herewith or in connection with any unrelated transactions; provided that
nothing herein shall prevent the assertion of any such claim by separate suit or compulsory
counterclaim;




(F) the enforceability or validity of the Guaranteed Obligations or any part thereof or
the genuineness, enforceability or validity of any agreement relating thereto or with
respect to any collateral securing the Guaranteed Obligations or any part thereof, or any
other invalidity or unenforceability relating to or against the Borrower or any other
guarantor of any of the Guaranteed Obligations, for any reason related to the Credit
Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or
any provision of applicable law, decree, order or regulation of any jurisdiction purporting
to prohibit the payment by the Borrower or any other guarantor of the Guaranteed
Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of
the Guaranteed Obligations;




(G) the failure of the Administrative Agent to take any steps to perfect and maintain
any security interest in, or to preserve any rights to, any security or collateral for the
Guaranteed Obligations, if any;




(H) the election by, or on behalf of, any one or more of the Holders of Guaranteed
Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States
Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of
Section 1111(b)(2) of the Bankruptcy Code;




(I) any borrowing or grant of a security interest by the Borrower, as
debtor-in-possession, under Section 364 of the Bankruptcy Code;




(J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion
of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for
repayment of all or any part of the Guaranteed Obligations;




(K) the failure of any other guarantor to sign or become party to this Guaranty or any
amendment, change, or reaffirmation hereof; or




(L) any other act or omission to act or delay of any kind by the Borrower, any other
guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed
Obligations or any other Person or any other circumstance whatsoever which might, but for
the provisions of this Section 4, constitute a legal or equitable discharge of any
Guarantor’s obligations hereunder except as provided in Section 5.



SECTION 5. Discharge Only Upon Payment In Full: Reinstatement In Certain
Circumstances. Each of the Guarantors’ obligations hereunder shall remain in full force and
effect until all Guaranteed Obligations shall have been paid in full in cash and the Commitments
and all Letters of Credit issued under the Credit Agreement shall have terminated or expired. If
at any time any payment of the principal of or interest on any Loan, any Reimbursement Obligation
or any other amount payable by the Borrower or any other party under the Credit Agreement, any Swap
Agreement, any Banking Services Agreement or any other Loan Document is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or
otherwise, each of the Guarantors’ obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time. The parties hereto
acknowledge and agree that each of the Guaranteed Obligations shall be due and payable in Dollars.



SECTION 6. General Waivers; Additional Waivers.




(A) General Waivers. Each of the Guarantors irrevocably waives acceptance
hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes
of limitations and, to the fullest extent permitted by law, any notice not provided for
herein, as well as any requirement that at any time any action be taken by any Person
against the Borrower, any other guarantor of the Guaranteed Obligations, or any other
Person.




(B) Additional Waivers. Notwithstanding anything herein to the contrary, each
of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives:




(i) any right it may have to revoke this Guaranty as to future indebtedness or
notice of acceptance hereof;




(ii) (a) notice of acceptance hereof; (b) notice of any loans or other
financial accommodations made or extended under the Loan Documents or the creation
or existence of any Guaranteed Obligations; (c) notice of the amount of the
Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry
of Administrative Agent and Holders of Guaranteed Obligations to ascertain the
amount of the Guaranteed Obligations at any reasonable time; (d) notice of any
adverse change in the financial condition of the Borrower or of any other fact that
might increase such Guarantor’s risk hereunder; (e) notice of presentment for
payment, demand, protest, and notice thereof as to any instruments among the Loan
Documents; (f) notice of any Default or Event of Default; and (g) all other notices
(except if such notice is specifically required to be given to such Guarantor
hereunder or under the Loan Documents) and demands to which each Guarantor might
otherwise be entitled;




(iii) its right, if any, to require the Administrative Agent and the other
Holders of Guaranteed Obligations to institute suit against, or to exhaust any
rights and remedies which the Administrative Agent and the other Holders of
Guaranteed Obligations has or may have against, the other Guarantors or any third
party, or against any collateral provided by the other Guarantors, or any third
party; and each Guarantor further waives any defense arising by reason of any
disability or other defense (other than the defense that the Guaranteed Obligations
shall have been fully and finally performed and indefeasibly paid) of the other
Guarantors or by reason of the cessation from any cause whatsoever of the liability
of the other Guarantors in respect thereof;




(iv) (a) any rights to assert against the Administrative Agent and the other
Holders of Guaranteed Obligations any defense (legal or equitable), set-off,
counterclaim, or claim which such Guarantor may now or at any time hereafter have
against the other Guarantors or any other party liable to the Administrative Agent
and the other Holders of Guaranteed Obligations; (b) any defense, set-off,
counterclaim, or claim, of any kind or nature, arising directly or indirectly from
the present or future lack of perfection, sufficiency, validity, or enforceability
of the Guaranteed Obligations or any security therefor; (c) any defense such
Guarantor has to performance hereunder, and any right such Guarantor has to be
exonerated, arising by reason of: the impairment or suspension of the
Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or
remedies against the other Guarantors; the alteration by the Administrative Agent
and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any
discharge of the other Guarantors’ obligations to the Administrative Agent and the
other Holders of Guaranteed Obligations by operation of law as a result of the
Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention
or omission; or the acceptance by the Administrative Agent and the other Holders of
Guaranteed Obligations of anything in partial satisfaction of the Guaranteed
Obligations; and (d) the benefit of any statute of limitations affecting such
Guarantor’s liability hereunder or the enforcement thereof, and any act which shall
defer or delay the operation of any statute of limitations applicable to the
Guaranteed Obligations shall similarly operate to defer or delay the operation of
such statute of limitations applicable to such Guarantor’s liability hereunder; and




(v) any defense arising by reason of or deriving from (a) any claim or defense
based upon an election of remedies by the Administrative Agent and the other Holders
of Guaranteed Obligations; or (b) any election by the Administrative Agent and the
other Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the
United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any
successor statute), to limit the amount of, or any collateral securing, its claim
against the Guarantors.



SECTION 7. Subordination of Subrogation; Subordination of Intercompany Indebtedness.




(A) Subordination of Subrogation. Until the Guaranteed Obligations have been fully and
finally performed and indefeasibly paid in full in cash, the Guarantors (i) shall have no
right of subrogation with respect to such Guaranteed Obligations and (ii) waive any right to
enforce any remedy which the Holders of Guaranteed Obligations, the Issuing Banks or the
Administrative Agent now have or may hereafter have against the Borrower, any endorser or
any guarantor of all or any part of the Guaranteed Obligations or any other Person, and the
Guarantors waive any benefit of, and any right to participate in, any security or collateral
given to the Holders of Guaranteed Obligations, the Issuing Banks and the Administrative
Agent to secure the payment or performance of all or any part of the Guaranteed Obligations
or any other liability of the Borrower to the Holders of Guaranteed Obligations or the
Issuing Banks. Should any Guarantor have the right, notwithstanding the foregoing, to
exercise its subrogation rights, each Guarantor hereby expressly and irrevocably
(A) subordinates any and all rights at law or in equity to subrogation, reimbursement,
exoneration, contribution, indemnification or set off that such Guarantor may have to the
indefeasible payment in full in cash of the Guaranteed Obligations and (B) waives any and
all defenses available to a surety, guarantor or accommodation co-obligor until the
Guaranteed Obligations are indefeasibly paid in full in cash. Each Guarantor acknowledges
and agrees that this subordination is intended to benefit the Administrative Agent and the
other Holders of Guaranteed Obligations and shall not limit or otherwise affect such
Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the
Administrative Agent, the other Holders of Guaranteed Obligations and their respective
successors and assigns are intended third party beneficiaries of the waivers and agreements
set forth in this Section 7(A).




(B) Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all
claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an
“Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined),
any endorser, obligor or any other guarantor of all or any part of the Guaranteed
Obligations, or against any of its properties shall be subordinate and subject in right of
payment to the prior payment, in full and in cash, of all Guaranteed Obligations;
provided that, as long as no Event of Default has occurred and is continuing, such
Guarantor may receive payments of principal and interest from any Obligor with respect to
Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, sue
for, take or receive any payment from any Obligor, all rights, liens and security interests
of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of
any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed
Obligations and the Administrative Agent in those assets. No Guarantor shall have any right
to possession of any such asset or to foreclose upon any such asset, whether by judicial
action or otherwise, unless and until all of the Guaranteed Obligations shall have been
fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan
Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all
or any part of the assets of any Obligor, or the proceeds thereof, are subject to any
distribution, division or application to the creditors of such Obligor, whether partial or
complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy,
arrangement, receivership, assignment for the benefit of creditors or any other action or
proceeding, or if the business of any such Obligor is dissolved or if substantially all of
the assets of any such Obligor are sold, then, and in any such event (such events being
herein referred to as an “Insolvency Event”), any payment or distribution of any
kind or character, either in cash, securities or other property, which shall be payable or
deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor
(“Intercompany Indebtedness”) shall be paid or delivered directly to the
Administrative Agent for application on any of the Guaranteed Obligations, due or to become
due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in
cash). Should any payment, distribution, security or instrument or proceeds thereof be
received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness
after any Insolvency Event and prior to the satisfaction of all of the Guaranteed
Obligations and the termination of all financing arrangements pursuant to any Loan Document
among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive
and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed
Obligations and shall forthwith deliver the same to the Administrative Agent, for the
benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for
the endorsement or assignment of the Guarantor where necessary), for application to any of
the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held
in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any
such Guarantor fails to make any such endorsement or assignment to the Administrative Agent,
the Administrative Agent or any of its officers or employees is irrevocably authorized to
make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the
contingent indemnity obligations) have been paid in full (in cash) and satisfied and all
financing arrangements pursuant to any Loan Document among the Borrower and the Holders of
Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any
Person (other than the Administrative Agent) any claim any such Guarantor has or may have
against any Obligor.



SECTION 8. Contribution with Respect to Guaranteed Obligations.




(A) To the extent that any Guarantor shall make a payment under this Guaranty (a
“Guarantor Payment”) which, taking into account all other Guarantor Payments then
previously or concurrently made by any other Guarantor, exceeds the amount which otherwise
would have been paid by or attributable to such Guarantor if each Guarantor had paid the
aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion
as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior
to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors
as determined immediately prior to the making of such Guarantor Payment, then, following
indefeasible payment in full in cash of the Guaranteed Obligations and termination of the
Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor
shall be entitled to receive contribution and indemnification payments from, and be
reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their
respective Allocable Amounts in effect immediately prior to such Guarantor Payment.




(B) As of any date of determination, the “Allocable Amount” of any Guarantor shall be
equal to the excess of the fair saleable value of the property of such Guarantor over the
total liabilities of such Guarantor (including the maximum amount reasonably expected to
become due in respect of contingent liabilities, calculated, without duplication, assuming
each other Guarantor that is also liable for such contingent liability pays its ratable
share thereof), giving effect to all payments made by other Guarantors as of such date in a
manner to maximize the amount of such contributions.




(C) This Section 8 is intended only to define the relative rights of the Guarantors,
and nothing set forth in this Section 8 is intended to or shall impair the obligations of
the Guarantors, jointly and severally, to pay any amounts as and when the same shall become
due and payable in accordance with the terms of this Guaranty.




(D) The parties hereto acknowledge that the rights of contribution and indemnification
hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution
and indemnification is owing.




(E) The rights of the indemnifying Guarantors against other Guarantors under this
Section 8 shall be exercisable upon the full and indefeasible payment of the Guaranteed
Obligations in cash and the termination of the Credit Agreement, the Swap Agreements and the
Banking Services Agreements.



SECTION 9. Limitation of Guaranty. Notwithstanding any other provision of this
Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any,
required so that the obligations hereunder shall not be subject to avoidance under Section 548 of
the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform
Fraudulent Conveyance Act or similar statute or common law. In determining the limitation, if any,
on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is
the intention of the parties hereto that any rights of subrogation, indemnification or contribution
which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be
taken into account.



SECTION 10. Stay of Acceleration. If acceleration of the time for payment of any
amount payable by the Borrower under the Credit Agreement, any Swap Agreement, any Banking Services
Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of
the Borrower, all such amounts otherwise subject to acceleration under the terms of the Credit
Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document shall
nonetheless be payable by each of the Guarantors hereunder forthwith on demand by the
Administrative Agent.



SECTION 11. Notices. All notices, requests and other communications to any party
hereunder shall be given in the manner prescribed in Article IX of the Credit Agreement (including
by facsimile or other electronic communications) with respect to the Administrative Agent at its
notice address therein and with respect to any Guarantor, in care of the Borrower at the address of
the Borrower set forth in the Credit Agreement or such other address or facsimile number as such
party may hereafter specify for such purpose by notice to the Administrative Agent in accordance
with the provisions of such Article IX.



SECTION 12. No Waivers. No failure or delay by the Administrative Agent or any other
Holder of Guaranteed Obligations in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. The rights and
remedies provided in this Guaranty, the Credit Agreement, any Swap Agreement, any Banking Services
Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or
remedies provided by law.



SECTION 13. Successors and Assigns. This Guaranty is for the benefit of the
Administrative Agent and the other Holders of Guaranteed Obligations and their respective
successors and permitted assigns; provided, that no Guarantor shall have any right to
assign its rights or obligations hereunder without the consent of all of the Lenders, and any such
assignment in violation of this Section 13 shall be null and void; and in the event of an
assignment of any amounts payable under the Credit Agreement, any Swap Agreement, any Banking
Services Agreement or the other Loan Documents in accordance with the respective terms thereof, the
rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with
such indebtedness. This Guaranty shall be binding upon each of the Guarantors and their respective
successors and assigns.



SECTION 14. Changes in Writing. Other than in connection with the addition of
additional Subsidiaries, which become parties hereto by executing a supplement hereto in the form
attached as Annex I, neither this Guaranty nor any provision hereof may be changed, waived,
discharged or terminated orally, but only in writing signed by each of the Guarantors and the
Administrative Agent with the consent of the Required Lenders under the Credit Agreement.



SECTION 15. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



SECTION 16. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL; IMMUNITY.




(A) CONSENT TO JURISDICTION. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF
THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT FOR NEW YORK, AND ANY APPELLATE COURT FROM
ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF
ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.




(B) Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan
Document shall affect any right that the Administrative Agent, any Issuing Bank or any
Lender may otherwise have to bring any action or proceeding relating to this Guaranty or any
other Loan Document against any Loan Party or its properties in the courts of any
jurisdiction.




(C) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this
Guaranty or any other Loan Document in any court referred to in paragraph (A) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.




(D) Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 10. Nothing in this Guaranty or any other Loan
Document will affect the right of any party to this Guaranty to serve process in any other
manner permitted by law.




(E) WAIVER OF JURY TRIAL. EACH GUARANTOR AND THE ADMINISTRATIVE AGENT HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
GUARANTY, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.




(F) TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR
OTHERWISE), EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS GUARANTY.



SECTION 17. No Strict Construction. The parties hereto have participated jointly in
the negotiation and drafting of this Guaranty. In the event an ambiguity or question of intent or
interpretation arises, this Guaranty shall be construed as if drafted jointly by the parties hereto
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provisions of this Guaranty.



SECTION 18. Taxes, Expenses of Enforcement, Etc.




(A) Taxes.




(i) Each payment by any Guarantor hereunder or under any promissory note or
application for a Letter of Credit shall be made without withholding for any Taxes,
unless such withholding is required by any law. If any Guarantor determines, in its
sole discretion exercised in good faith, that it is so required to withhold Taxes,
then such Guarantor may so withhold and shall timely pay the full amount of withheld
Taxes to the relevant Governmental Authority in accordance with applicable law. If
such Taxes are Indemnified Taxes, then the amount payable by the Guarantor shall be
increased as necessary so that, net of such withholding (including such withholding
applicable to additional amounts payable under this Section), the applicable
Recipient receives the amount it would have received had no such withholding been
made.




(ii) In addition, such Guarantor shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.




(iii) As soon as practicable after any payment of Indemnified Taxes by any
Guarantor to a Governmental Authority, such Guarantor shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.




(iv) The Guarantors shall jointly and severally indemnify each Recipient for
any Indemnified Taxes that are paid or payable by such Recipient in connection with
any Loan Document (including amounts payable under this Section 18(A)) and any
reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. The indemnity under this Section 18(A) shall be paid within
fifteen (15) days after the Recipient delivers to any Guarantor a certificate
stating the amount of any Indemnified Taxes so payable by such Recipient. Such
certificate shall be conclusive of the amount so payable absent manifest error.
Such Recipient shall deliver a copy of such certificate to the Administrative Agent.
In the case of any Lender making a claim under this Section 18(A) on behalf of any
of its beneficial owners, an indemnity payment under this Section 18(A) shall be due
only to the extent that such Lender is able to establish that, with respect to the
applicable Indemnified Taxes, such beneficial owners supplied to the applicable
Persons such properly completed and executed documentation necessary to claim any
applicable exemption from, or reduction of, such Indemnified Taxes.




(v) By accepting the benefits hereof, each Lender agrees that it will comply
with Section 2.17(f) of the Credit Agreement.




(B) Expenses of Enforcement, Etc. The Guarantors agree to reimburse the
Administrative Agent and the other Holders of Guaranteed Obligations for any documented
costs and out-of-pocket expenses (including documented fees, charges and disbursements of
counsel) paid or incurred by the Administrative Agent or any other Holder of Guaranteed
Obligations in connection with the collection and enforcement of amounts due under the Loan
Documents, including without limitation this Guaranty.



SECTION 19. Setoff. At any time after all or any part of the Guaranteed Obligations
have become due and payable (by acceleration or otherwise), each Holder of Guaranteed Obligations
(including the Administrative Agent) may, without notice to any Guarantor and regardless of the
acceptance of any security or collateral for the payment hereof, appropriate and apply in
accordance with the terms of the Credit Agreement toward the payment of all or any part of the
Guaranteed Obligations (i) any indebtedness due or to become due from such Holder of Guaranteed
Obligations or the Administrative Agent to any Guarantor, and (ii) any moneys, credits or other
property belonging to any Guarantor, at any time held by or coming into the possession of such
Holder of Guaranteed Obligations (including the Administrative Agent) or any of their respective
affiliates.



SECTION 20. Financial Information. Each Guarantor hereby assumes responsibility for
keeping itself informed of the financial condition of the Borrower and any and all endorsers and/or
other Guarantors of all or any part of the Guaranteed Obligations, and of all other circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that
diligent inquiry would reveal, and each Guarantor hereby agrees that none of the Holders of
Guaranteed Obligations (including the Administrative Agent) shall have any duty to advise such
Guarantor of information known to any of them regarding such condition or any such circumstances.
In the event any Holder of Guaranteed Obligations (including the Administrative Agent), in its sole
discretion, undertakes at any time or from time to time to provide any such information to a
Guarantor, such Holder of Guaranteed Obligations (including the Administrative Agent) shall be
under no obligation (i) to undertake any investigation not a part of its regular business routine,
(ii) to disclose any information which such Holder of Guaranteed Obligations (including the
Administrative Agent), pursuant to accepted or reasonable commercial finance or banking practices,
wishes to maintain confidential or (iii) to make any other or future disclosures of such
information or any other information to such Guarantor.



SECTION 21. Severability. Wherever possible, each provision of this Guaranty shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Guaranty shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Guaranty.



SECTION 22. Merger. This Guaranty represents the final agreement of each of the
Guarantors with respect to the matters contained herein and may not be contradicted by evidence of
prior or contemporaneous agreements, or subsequent oral agreements, between the Guarantor and any
Holder of Guaranteed Obligations (including the Administrative Agent).



SECTION 23. Headings. Section headings in this Guaranty are for convenience of
reference only and shall not govern the interpretation of any provision of this Guaranty.



SECTION 24. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally
absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as
may be needed from time to time by each other Guarantor to honor all of its obligations under this
Guaranty in respect of Specified Swap Obligations (provided, however, that each
Qualified ECP Guarantor shall only be liable under this Section 24 for the maximum amount of such
liability that can be hereby incurred without rendering its obligations under this Section 24 or
otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP
Guarantor under this Section 24 shall remain in full force and effect until a discharge of such
Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the terms hereof and the other
Loan Documents. Each Qualified ECP Guarantor intends that this Section 24 constitute, and this
Section 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit
of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
As used herein, “Qualified ECP Guarantor” means, in respect of any Specified Swap
Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant
Guarantee or grant of the relevant security interest becomes or would become effective with respect
to such Specified Swap Obligation or such other Person as constitutes an ECP and can cause another
Person to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II)
of the Commodity Exchange Act.



SECTION 25. Counterparts. This Guaranty may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Guaranty by telecopy, e-mailed.pdf or any other electronic
means that reproduces an image of the actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Guaranty. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to any document to be signed in connection
with this Guaranty and the transactions contemplated hereby shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act.



SECTION 26. Termination of Guaranty. The obligations of any Guarantor under this
Guaranty shall automatically terminate in accordance with Section 9.14 of the Credit Agreement.



Remainder of Page Intentionally Blank.





	4	 	Include signature blocks for each then
existing Issuing Bank.




9









IN WITNESS WHEREOF, each of the Initial Guarantors has caused this Guaranty to be duly
executed by its authorized officer as of the day and year first above written.




UGI ASSET MANAGEMENT, INC.




	 	 	 	By






Name:


Title:




HELLERTOWN PIPELINE COMPANY




	 	 	 	By






Name:


Title:




HOMESTEAD HOLDING COMPANY




	 	 	 	By






Name:


Title:




UGI LNG, INC.




	 	 	 	By






Name:


Title:




UGI STORAGE COMPANY




	 	 	 	By






Name:


Title:




UGI DEVELOPMENT COMPANY




	 	 	 	By






Name:


Title:




	 	 	 	UGI
MARCELLUS, LLC






	 	 	 	By






Name:


Title:




	 	 	 	UGI
MT. BETHEL PIPELINE COMPANY, LLC






	 	 	 	By






Name:


Title:




	 	 	 	UGI
SUNBURY, LLC






	 	 	 	By






Name:


Title:




	 	 	 	UGI
CENTRAL GAS CONTROL, LLC






	 	 	 	By






Name:


Title:




	 	 	 	UGI
PENNEAST, LLC






	 	 	 	By






Name:


Title:




UGID HOLDING COMPANY




	 	 	 	By






Name:


Title:




UGI HUNLOCK DEVELOPMENT COMPANY




	 	 	 	By






Name:


Title:



Acknowledged and agreed as of the date first written above:



JPMORGAN CHASE BANK, N.A.,


as Administrative Agent



By:

Name:

Title:




ANNEX I TO GUARANTY




Reference is hereby made to the Second Amended and Restated Guaranty (the “Guaranty”)
made as of February 29, 2016 by and among UGI ASSET MANAGEMENT, INC., HELLERTOWN PIPELINE COMPANY,
HOMESTEAD HOLDING COMPANY, UGI LNG, INC., UGI STORAGE COMPANY, UGI DEVELOPMENT COMPANY, UGID
HOLDING COMPANY and UGI HUNLOCK DEVELOPMENT COMPANY (the “Initial Guarantors” and along
with any additional Subsidiaries of the Borrower, which become parties thereto and together with
the undersigned, the “Guarantors”) in favor of the Administrative Agent, for the ratable
benefit of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms
used herein and not defined herein shall have the meanings given to them in the Guaranty. By its
execution below, the undersigned [NAME OF NEW GUARANTOR], a [corporation] [partnership] [limited
liability company] (the “New Guarantor”), agrees to become, and does hereby become, a
Guarantor under the Guaranty and agrees to be bound by such Guaranty as if originally a party
thereto. By its execution below, the undersigned represents and warrants as to itself that all of
the representations and warranties contained in Section 2 of the Guaranty are true and correct in
all respects as of the date hereof.



IN WITNESS WHEREOF, New Guarantor has executed and delivered this Annex I counterpart to the
Guaranty as of this        day of       , 20      .




[NAME OF NEW GUARANTOR]




	 	 	 	By






	 	 	 	Its:





EXHIBIT G

LIST OF CLOSING DOCUMENTS

UGI ENERGY SERVICES, LLC

SECOND AMENDED AND RESTATED CREDIT FACILITY

February 29, 2016

LIST OF CLOSING DOCUMENTS5

A. LOAN DOCUMENTS





	1.	 	Second Amended and Restated Credit Agreement (the “Credit Agreement”) by and among
UGI Energy Services, LLC, a Pennsylvania limited liability company (the “Borrower”),
the institutions from time to time parties thereto as Lenders (the “Lenders”) and
JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other
Lenders (the “Administrative Agent”), evidencing a revolving credit facility to the
Borrower from the Lenders in an initial aggregate principal amount of $240,000,000.





SCHEDULES




	 	 	 	 	 
	Schedule 2.01A

	 	–
	 	Commitments
	Schedule 2.01B

	 	–
	 	Letter of Credit Commitments
	Schedule 3.01

	 	–
	 	Subsidiaries
	Schedule 6.02

	 	–
	 	Existing Liens






EXHIBITS




	 	 	 	 	 
	Exhibit A

	 	–
	 	Form of Assignment and Assumption
	Exhibit B

	 	–
	 	Subordination Terms
	Exhibit C

	 	–
	 	Forms of Tax Certificates
	Exhibit D

	 	–
	 	Form of Increasing Lender Supplement
	Exhibit E

	 	–
	 	Form of Augmenting Lender Supplement
	Exhibit F

	 	–
	 	Form of Subsidiary Guaranty
	Exhibit G

	 	–
	 	List of Closing Documents







	2.	 	Second Amended and Restated Notes executed by the Borrower in favor of each of the Lenders,
if any, which has requested a note pursuant to Section 2.10(e) of the Credit Agreement.






	3.	 	Second Amended and Restated Guaranty executed by the initial Subsidiary Guarantors
(collectively with the Borrower, the “Loan Parties”) in favor of the Administrative
Agent





B. CORPORATE DOCUMENTS





	4.	 	Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that
there have been no changes in the Certificate of Incorporation or other charter document of
such Loan Party, as attached thereto and as certified as of a recent date by the Secretary of
State of the jurisdiction of its organization, since the date of the certification thereof by
such secretary of state, (ii) the By-Laws or other applicable organizational document, as
attached thereto, of such Loan Party as in effect on the date of such certification,
(iii) resolutions of the Board of Directors or other governing body of such Loan Party
authorizing the execution, delivery and performance of each Loan Document to which it is a
party, and (iv) the names and true signatures of the incumbent officers of each Loan Party
authorized to sign the Loan Documents to which it is a party, and (in the case of the
Borrower) authorized to request a Borrowing or the issuance of a Letter of Credit under the
Credit Agreement.






	5.	 	Good Standing Certificate for each Loan Party from the Secretary of State of the jurisdiction
of its organization.





C. OPINIONS





	6.	 	Opinion of Morgan, Lewis & Bockius LLP, counsel for the Loan Parties.





D. CLOSING CERTIFICATES AND MISCELLANEOUS





	7.	 	A Certificate signed by the President, a Vice President or a Financial Officer of the
Borrower certifying the following: (i) all of the representations and warranties of the
Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event
of Default has occurred and is then continuing.






	5	 	Each capitalized term used herein and not
defined herein shall have the meaning assigned to such term in the
above-defined Credit Agreement. Items appearing in bold and italics shall be
prepared and/or provided by the Borrower and/or Borrower’s counsel.






10