exv10w2



 






EXHIBIT 10.2




 





AMENDED AND RESTATED FOUR-YEAR CREDIT AGREEMENT




Dated as of February 22, 2006




Among




THE WALT DISNEY COMPANY




as Borrower




and




THE FINANCIAL INSTITUTIONS NAMED HEREIN




as Lenders




and




BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS, INC.




as Joint Lead Arrangers and Joint Book Managers




and




CITICORP USA, INC.




as Administrative Agent




and




BANK OF AMERICA, N.A.




as Syndication Agent




and




BARCLAYS BANK, PLC,

BNP PARIBAS SA , HSBC BANK USA, NATIONAL ASSOCIATION and

JPMORGAN CHASE BANK, N.A.




as Co-Documentation Agents




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01 Certain Defined Terms
	 	 	1	 
	SECTION 1.02 Computation of Time Periods
	 	 	12	 
	SECTION 1.03 Accounting Terms
	 	 	12	 
	 
	 	 	 	 
	ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
	 	 	13	 
	 
	 	 	 	 
	SECTION 2.01 The Advances
	 	 	13	 
	SECTION 2.02 Making the Advances
	 	 	13	 
	SECTION 2.03 Fees
	 	 	14	 
	SECTION 2.04 Reduction of the Commitments
	 	 	15	 
	SECTION 2.05 Repayment of Advances
	 	 	15	 
	SECTION 2.06 Interest on Advances
	 	 	15	 
	SECTION 2.07 Additional Interest on Eurocurrency Rate Advances
	 	 	16	 
	SECTION 2.08 Interest Rate Determination
	 	 	16	 
	SECTION 2.09 Optional Conversion of Advances
	 	 	17	 
	SECTION 2.10 Prepayments of Advances
	 	 	18	 
	SECTION 2.11 Increased Costs
	 	 	18	 
	SECTION 2.12 Illegality
	 	 	20	 
	SECTION 2.13 Payments and Computations
	 	 	20	 
	SECTION 2.14 Taxes
	 	 	21	 
	SECTION
2.15 Sharing of Payments, Etc.
	 	 	23	 
	SECTION 2.16 Mandatory Assignment by a Lender; Mitigation
	 	 	24	 
	SECTION 2.17 Evidence of Debt
	 	 	24	 
	SECTION 2.18 Use of Proceeds
	 	 	25	 
	SECTION 2.19 Increase in the Aggregate Commitments
	 	 	25	 
	SECTION 2.20 Extension of Termination Date
	 	 	26	 
	 
	 	 	 	 
	ARTICLE III CONDITIONS OF LENDING
	 	 	28	 
	 
	 	 	 	 
	SECTION 3.01 Conditions Precedent to Each Borrowing
	 	 	28	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	29	 
	 
	 	 	 	 
	SECTION 4.01 Representations and Warranties of the Borrower
	 	 	29	 
	SECTION 4.02 Additional Representations and Warranties of the
Borrower as of Each Increase Date and Each Extension Date
	 	 	30	 
	 
	 	 	 	 
	ARTICLE V COVENANTS OF THE BORROWER
	 	 	30	 
	 
	 	 	 	 
	SECTION 5.01 Affirmative Covenants
	 	 	30	 
	SECTION 5.02 Negative Covenants
	 	 	32	 
	 
	 	 	 	 
	ARTICLE VI EVENTS OF DEFAULT
	 	 	32	 
	 
	 	 	 	 
	SECTION 6.01 Events of Default
	 	 	32	 
	 
	 	 	 	 
	ARTICLE VII THE ADMINISTRATIVE AGENT
	 	 	34	 
	 
	 	 	 	 
	SECTION 7.01 Authorization and Action
	 	 	34	 
	SECTION
7.02 Administrative Agent’s Reliance, Etc.
	 	 	34	 






 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 7.03 CUSA and Affiliates
	 	 	35	 
	SECTION 7.04 Lender Credit Decision
	 	 	35	 
	SECTION 7.05 Indemnification
	 	 	35	 
	SECTION 7.06 Successor Administrative Agent
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	36	 
	 
	 	 	 	 
	SECTION
8.01 Amendments, Etc.
	 	 	36	 
	SECTION
8.02 Notices, Etc.
	 	 	36	 
	SECTION 8.03 No Waiver; Remedies
	 	 	38	 
	SECTION 8.04 Costs and Expenses
	 	 	38	 
	SECTION 8.05 Right of Set-off
	 	 	38	 
	SECTION 8.06 Binding Effect
	 	 	38	 
	SECTION 8.07 Assignments and Participations
	 	 	39	 
	SECTION 8.08 Indemnification
	 	 	41	 
	SECTION 8.09 Confidentiality
	 	 	42	 
	SECTION 8.10 Patriot Act
	 	 	42	 
	SECTION 8.11 Judgment
	 	 	42	 
	SECTION 8.12 Consent to Jurisdiction and Service of Process
	 	 	43	 
	SECTION 8.13 Substitution of Currency
	 	 	43	 
	SECTION 8.14 Governing Law
	 	 	43	 
	SECTION 8.15 Execution in Counterparts
	 	 	43	 
	SECTION 8.16 Severability
	 	 	44	 






 









 






SCHEDULE




	 	 	 	 	 
	Schedule I

	 	—
	 	List of Applicable Lending Offices






EXHIBITS




	 	 	 	 	 
	Exhibit A

	 	—
	 	Form of Notice of Borrowing
	 
	 	 	 	 
	Exhibit B

	 	—
	 	Form of Assignment and Acceptance







 










 






AMENDED AND RESTATED FOUR-YEAR CREDIT AGREEMENT




          AMENDED AND RESTATED FOUR-YEAR CREDIT AGREEMENT dated as of February 22, 2006, among THE WALT
DISNEY COMPANY, a Delaware corporation (the “Borrower”), the banks, financial institutions and
other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof under the
heading “The Initial Lenders”, CITICORP USA, INC., a Delaware corporation (“CUSA”), as
administrative agent (together with any successor administrative agent appointed pursuant to
Article VIII, the “Administrative Agent”) for the Lenders (as hereinafter defined) hereunder, BANK
OF AMERICA, N.A., as syndication agent (the “Syndication Agent”), BANC OF AMERICA SECURITIES LLC
and CITIGROUP GLOBAL MARKETS, INC., as Joint Lead Arrangers and Joint Book Managers (the
"Arrangers”), and BARCLAYS BANK PLC, BNP PARIBAS SA, HSBC BANK USA, National Association and
JPMORGAN CHASE BANK, N.A., as co-documentation agents (the “Co-Documentation Agents”) for the
Lenders hereunder.




          WHEREAS, certain of the parties hereto previously entered into a Five-Year Credit Agreement
dated as of February 23, 2005 (the “Existing Credit Agreement”) and whereas the parties hereto wish
to amend the Existing Credit Agreement with such amendment to be in the form of this Amended and
Restated Four-Year Credit Agreement.




          IN CONSIDERATION of the agreements herein contained, the parties hereto agree as follows:




ARTICLE I



DEFINITIONS AND ACCOUNTING TERMS




          SECTION 1.01 Certain Defined Terms.




          As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):





     “ABC” means ABC, Inc., a New York corporation and a wholly owned Subsidiary of the
Borrower, or any successor thereto.




     “Administrative Agent” has the meaning specified in the recital of parties to this
Agreement.




     “Administrative Agent’s Account” means (a) in the case of Advances denominated in
Dollars, the account of the Administrative Agent maintained by the Administrative Agent at
the office of Citibank at 399 Park Avenue, New York, New York 10043, and (b) in the case of
Advances denominated in any Committed Currency, such other account of the Administrative
Agent as the Administrative Agent shall notify in writing the Borrower and the Lenders from
time to time.




     “Advance” means an advance by a Lender to the Borrower as part of a Borrowing and
refers to a Base Rate Advance or a Eurocurrency Rate Advance, each of which shall be a
“Type” of Advance.



 









 






     “Affiliate” means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a director or
officer of such Person.




     “Agreement” means this Amended and Restated Four -Year Credit Agreement, as it may be
amended, supplemented or otherwise modified from time to time in accordance with Section
8.01.




     “Anniversary Date” means February 22, 2007 and February 22 in each succeeding calendar
year occurring during the term of this Agreement.




     “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency Lending
Office in the case of a Eurocurrency Rate Advance.




     “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender
and an Eligible Assignee, and accepted by the Administrative Agent and the Borrower, in
substantially the form of Exhibit B hereto.




     “Assuming Lender” has the meaning specified in Section 2.19(d).




     “Assumption Agreement” has the meaning specified in Section 2.19(d)(ii).




     “Base Rate” means, for each day in any period, a fluctuating interest rate per annum as
shall be in effect from time to time, which rate per annum shall at all times for such day
during such period be equal to the higher of:




          (a) the rate of interest announced publicly by Citibank in New York, New York, from
time to time, as Citibank’s base rate in effect for such day; and




          (b) 0.50% per annum above the Federal Funds Rate for such day.




     “Base Rate Advance” means an Advance which bears interest as provided in Section
2.06(a)(i).




     “Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made
by each of the Lenders pursuant to Section 2.01.




     “Business Day” means a day of the year on which banks are not required or authorized to
close in Los Angeles, California, or New York City, New York, or San Francisco, California,
and, if the applicable Business Day relates to any Eurocurrency Rate Advances, on which
dealings are carried on in the London interbank market.




     “Citibank” means Citibank, N.A., a national banking association.




     “Co-Documentation Agents” has the meaning specified in the recital of parties to this
Agreement.




     “Commitment” has the meaning specified in Section 2.01.




     “Commitment Date” has the meaning specified in Section 2.19(b).



2









 






     “Commitment Increase” has the meaning specified in Section 2.19(a).




     “Committed Currencies” means lawful currency of the United Kingdom of Great Britain and
Northern Ireland, lawful currency of Japan and lawful currency of the European Economic and
Monetary Union.




     “Consolidated EBITDA” means, for any period, (a) net income or net loss, as the case
may be, of the Borrower and its Subsidiaries on a consolidated basis for such period, as
determined in accordance with GAAP for such period, plus (b) the sum of all amounts which,
in the determination of such consolidated net income or net loss, as the case may be, for
such period, have been deducted for (i) Consolidated Interest Expense, (ii) consolidated
income tax expense, (iii) consolidated depreciation expense, and (iv) consolidated
amortization expense, in each case determined in accordance with GAAP for such period.




     “Consolidated Interest Expense” means, for any period, total interest expense of the
Borrower and its Subsidiaries with respect to all outstanding Debt of the Borrower and its
Subsidiaries during such period, all as determined on a consolidated basis for such period
and in accordance with GAAP for such period.




     “Convert”, “Conversion” and “Converted” each refers to a conversion of Advances of one
Type into Advances of another Type pursuant to Section 2.08 or 2.09.




     “CUSA” has the meaning specified in the recital of parties to this Agreement.




     “Debt” means, with respect to any Person: (a) indebtedness for borrowed money, (b)
obligations evidenced by bonds, debentures, notes or other similar instruments, (c)
obligations to pay the deferred purchase price of property or services (other than trade
payables incurred in the ordinary course of business), (d) obligations as lessee under
leases which shall have been or should be, in accordance with GAAP, recorded as capital
leases and (e) obligations under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness or obligations of any other
Person of the kinds referred to in clauses (a) through (d) above.




     “Declining Lender” has the meaning specified in Section 2.20(b).




     “Disney” means Disney Enterprises, Inc., a Delaware corporation and a wholly owned
Subsidiary of the Borrower, or any successor thereto.




     “Dollars” and the “$” sign each means lawful currency of the United States.




     “Domestic Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the
Assumption Agreement or the Assignment and Acceptance, as the case may be, pursuant to which
it became a Lender, or such other office of such Lender as such Lender may from time to time
specify to the Borrower and the Administrative Agent for such purpose.




     “Effective Date” has the meaning specified in Section 8.06.




     “Eligible Assignee” means (a) a Lender or any Affiliate of a Lender or (b) any bank or
other financial institution, or any other Person, which has been approved in writing by the
Borrower and the Administrative Agent as an Eligible Assignee for purposes of this
Agreement;



3









 







provided, however, that none of the Borrower’s approval or the Administrative Agent’s
approval shall be unreasonably withheld; and provided further, however, that the Borrower
may withhold its approval if the Borrower reasonably believes that an assignment to such
Eligible Assignee pursuant to Section 8.07 will result in the incurrence of increased costs
payable by the Borrower pursuant to Section 2.11 or 2.14.




     “Environmental Claim” means any administrative, regulatory or judicial action, suit,
demand, claim, lien, notice or proceeding relating to any Environmental Law or any
Environmental Permit.




     “Environmental Law” means any federal, state or local statute, law, rule, regulation,
ordinance, code or duly promulgated policy or rule of common law, now or hereafter in
effect, and in each case as amended, and any judicial or administrative interpretation
thereof, including any order, consent decree or judgment, relating to the environment,
health, safety or any Hazardous Material.




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




     “Equivalent” in Dollars of any Committed Currency on any date means the equivalent in
Dollars of such Committed Currency determined by using the quoted spot rate at which the
principal office of the Administrative Agent or one of its Affiliates, in London, offers to
exchange Dollars for such Committed Currency in London at or about 4:00 P.M. (London time)
(unless otherwise indicated by the terms of this Agreement) on such date as is required
pursuant to the terms of this Agreement, and the “Equivalent” in any Committed Currency of
Dollars means the equivalent in such Committed Currency of Dollars determined by using the
quoted spot rate at which the principal office of the Administrative Agent or one of its
Affiliates, in London, offers to exchange such Committed Currency for Dollars in London at
or about 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement)
on such date as is required pursuant to the terms of this Agreement.




     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated and the rulings issued thereunder.




     “ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member
of the Borrower’s controlled group, or under common control with the Borrower, within the
meaning of Section 414 of the Internal Revenue Code of 1986, as amended.




     “ERISA Event” means: (a) (i) the occurrence with respect to a Plan of a reportable
event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement
with respect thereto has been waived by the Pension Benefit Guaranty Corporation or (ii) the
provisions of paragraph (1) of Section 4043(b) of ERISA (without regard to paragraph (2) of
such Section) are applicable with respect to a contributing sponsor, as defined in Section
4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12)
or (13) of Section 4043(c) of ERISA could reasonably be expected to occur with respect to
such Plan within the following 30 days; (b) the provision by the administrator of any Plan
of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to in Section 4041(e)
of ERISA); (c) the cessation of operations by the Borrower or any ERISA Affiliate at a
facility in the circumstances described in Section 4062(e) of ERISA; (d) the withdrawal by
the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for
which it was a substantial employer, as defined in



4









 








Section 4001(a)(2) of ERISA; (e) the failure by the Borrower or any ERISA Affiliate to
make a payment to a Plan described in Section 302(f)(1)(A) of ERISA; (f) the adoption of an
amendment to a Plan requiring the provision of security to such Plan, pursuant to Section
307 of ERISA; or (g) the institution by the Pension Benefit Guaranty Corporation of
proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any
event or condition which is reasonably likely to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, a Plan.




     “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to time.




     “Eurocurrency Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule I hereto
or in the Assumption Agreement or the Assignment and Acceptance, as the case may be,
pursuant to which it became a Lender (or, if no such office is specified, its Domestic
Lending Office), or such other office of such Lender as such Lender may from time to time
specify to the Borrower and the Administrative Agent for such purpose.




     “Eurocurrency Rate” means, for any Interest Period for each Eurocurrency Rate Advance
comprising part of the same Borrowing, (a) the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor
page) as the London interbank offered rate for deposits in Dollars or the applicable
Committed Currency, as the case may be, at 11:00 A.M. (London time) two Business Days before
the first day of such Interest Period for a period equal to such Interest Period divided by
(b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such
Interest Period (provided, that, if for any reason such rate is not available, the term
“Eurocurrency Rate” shall mean, for any Interest Period for each Eurocurrency Rate Advance
comprising part of the same Borrowing, (a) an interest rate per annum equal to the average
(rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is
not such a multiple) of the rate per annum at which deposits in Dollars or the applicable
Committed Currency, as the case may be, are offered by the principal office of each of the
Reference Banks in London, England to prime banks in the London interbank market at 11:00
A.M. (London time) two Business Days before the first day of such Interest Period for a
period equal to such Interest Period and in an amount substantially equal to such Reference
Bank’s (or, in the case of Citibank, CUSA’s) Eurocurrency Rate Advance comprising part of
such Borrowing divided by (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve
Percentage for such Interest Period). In the event that the Eurocurrency Rate is to be
determined by the Reference Banks, the Eurocurrency Rate for any Interest Period for each
Eurocurrency Rate Advance comprising part of the same Borrowing shall be determined by the
Administrative Agent on the basis of applicable rates furnished to and received by the
Administrative Agent from the Reference Banks two Business Days before the first day of such
Interest Period, subject, however, to the provisions of Section 2.08.




     “Eurocurrency Rate Advance” means an Advance denominated in Dollars or a Committed
Currency which bears interest as provided in Section 2.06(a)(ii).




     “Eurocurrency Rate Margin” means, as of any date, a percentage per annum determined by
reference to the Public Debt Rating in effect on such date as set forth below:



5









 





	 	 	 	 	 
	Public Debt Rating	 	 
	     S&P/Moody’s	 	Applicable Margin
	Level 1
	 	 	 	 
	A+/A1 or above

	 	 	0.135	%
	 
	 	 	 	 
	Level 2
	 	 	 	 
	Lower than A+/A1 but

at least A/A2

	 	 	0.145	%
	 
	 	 	 	 
	Level 3
	 	 	 	 
	Lower than A/A2 but

at least A-/A3

	 	 	0.160	%
	 
	 	 	 	 
	Level 4
	 	 	 	 
	Lower than A-/A3 but

at least BBB+/Baa1

	 	 	0.195	%
	 
	 	 	 	 
	Level 5
	 	 	 	 
	Lower than BBB+/Baa1 but at least BBB/Baa2

	 	 	0.325	%
	 
	 	 	 	 
	Level 6
	 	 	 	 
	Lower than BBB/Baa2 or no Public Debt Rating in effect

	 	 	0.500	%







     “Eurocurrency Rate Reserve Percentage” means, with respect to any Lender for any
Interest Period for any Eurocurrency Rate Advance, the reserve percentage applicable during
such Interest Period (or, if more than one such percentage shall be so applicable, the daily
average of such percentages for those days in such Interest Period during which any such
percentage shall be so applicable) under regulations issued from time to time by the Board
of Governors of the Federal Reserve System (or any successor thereto) for determining the
maximum reserve requirement (including, without limitation, any emergency, supplemental or
other marginal reserve requirement) for such Lender with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities (or with respect to any other category
of liabilities that includes deposits by reference to which the interest rate on
Eurocurrency Rate Advances is determined) having a term equal to such Interest Period.




     “Euro Disney Entity” means any Subsidiary of the Borrower and any other Person whose
equity securities or interests are owned, directly or indirectly, in whole or in part, by
the Borrower or any of its Subsidiaries, the primary business of which is the direct or
indirect ownership, management, operation, design, construction and/or financing of the
recreational, commercial and residential facilities and complex, or any part thereof or any
addition thereto, commonly known as ‘Euro Disney’, ‘Euro Disneyland’ or ‘Disneyland Resort
Paris’, located in Marne-la-Vallée, France, which Subsidiaries and other Persons include,
without limitation, as of the date hereof, Euro Disney Investments, Inc., EDL S.N.C.
Corporation, Euro Disney Associes SCA, Euro Disneyland SNC, Euro Disney SCA, Euro Disneyland
Participations S.A., Euro Disney S.A.S., EDL Holding Company, EDL Participations S.A.,
Centre de Congres Newport S.A.S., Euro Disneyland Imagineering S.a.r.l., Societe de Gerance
d’Euro Disneyland SA., EDL Corporation S.A.S., Euro Disney Investments S.A.S., Euro Disney
Commandité S.A.S. and EDL Hotels S.C.A..




     “Events of Default” has the meaning specified in Section 6.01.




     “Excluded Entity” means each of the Euro Disney Entities, the Hong Kong Disneyland
Entities and the Specified Project Entities.



6









 






     “Extension Date” has the meaning specified in Section 2.20(b).




     “Extending Lender” has the meaning specified in Section 2.20(b).




     “Facility Fee Percentage” means, as of any date, a percentage per annum determined by
reference to the Public Debt Rating in effect on such date as set forth below:



	 	 	 	 	 
	Public Debt Rating	 	 
	     S&P/Moody’s	 	Percentage
	Level 1
	 	 	 	 
	A+/A1 or above

	 	 	0.045	%
	 
	 	 	 	 
	Level 2
	 	 	 	 
	Lower than A+/A1 but

at least A/A2

	 	 	0.055	%
	 
	 	 	 	 
	Level 3
	 	 	 	 
	Lower than A/A2 but

at least A-/A3

	 	 	0.065	%
	 
	 	 	 	 
	Level 4
	 	 	 	 
	Lower than A-/A3 but

at least BBB+/Baa1

	 	 	0.080	%
	 
	 	 	 	 
	Level 5
	 	 	 	 
	Lower than BBB+/Baa1 but at least BBB/Baa2

	 	 	0.125	%
	 
	 	 	 	 
	Level 6
	 	 	 	 
	Lower than BBB/Baa2 or no Public Debt Rating in effect

	 	 	0.150	%







     “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds
brokers, as published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Administrative Agent from three federal
funds brokers of recognized standing selected by the Administrative Agent.




     “Five-Year Credit Agreement” means the Amended and Restated Five-Year Credit Agreement
dated as of February 22, 2006 among the Borrower, the banks, financial institutions and
other institutional lenders party thereto, the Issuing Banks (as defined therein), CUSA, as
administrative agent thereunder, Bank of America, N.A., as syndication agent, Banc of
America Securities LLC and Citigroup Global Markets, Inc., as joint lead arrangers and joint
book managers, and Barclays Bank Plc, BNP Paribas SA, HSBC Bank USA, National Association
and JPMorgan Chase Bank, N.A., as co-documentation agents thereunder, as such agreement may
be amended, supplemented or otherwise modified hereafter from time to time.




     “GAAP” means generally accepted accounting principles consistent with those applied in
the preparation of the audited financial statements referred to in Section 4.01(c) dated
October 1, 2005, subject, however, to the provisions of Section 1.03.




     “Hazardous Material” means (a) any petroleum or petroleum product, natural or synthetic
gas, asbestos in any form that is or could become friable, urea formaldehyde foam



7









 







insulation, or radon gas, (b) any substance defined as or included in the definition of
“hazardous substances”, “hazardous wastes”, “hazardous materials”, “toxic substances”,
“contaminants” or “pollutants”, or words of similar import, under any applicable
Environmental Law or (c) any other substance exposure to which is regulated by any
governmental or regulatory authority.




     “Hong Kong Disneyland Entity” means any Subsidiary of the Borrower and any other Person
whose equity securities or interests are owned, directly or indirectly, in whole or in part,
by the Borrower or any of its Subsidiaries, the primary business of which is the direct or
indirect ownership, management, operation, design, construction and/or financing of the
recreational and commercial facilities and complex, or any part thereof or any addition
thereto, commonly known as ‘Hong Kong Disney’, ‘Hong Kong Disneyland’ or ‘Disneyland Resort
Hong Kong’ located at Penny’s Bay on Lantau Island, Hong Kong, which Subsidiaries and other
Persons include, without limitation, as of the date hereof, Hongkong International Theme
Parks Limited, Hong Kong Disneyland Management Limited, and Walt Disney Holdings (Hong Kong)
Limited.




     “Increase Date” has the meaning specified in Section 2.19(a).




     “Increasing Lender” has the meaning specified in Section 2.19(b).




     “Indemnified Matters” has the meaning specified in Section 8.08.




     “Indemnified Party” has the meaning specified in Section 8.08.




     “Initial Lenders” has the meaning specified in the recital of parties to this
Agreement.




     “Interest Period” means, for each Eurocurrency Rate Advance comprising part of the same
Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or on the
date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance and
ending on the last day of the period selected by the Borrower pursuant to the provisions
below and, thereafter, each subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the last day of the period selected by the Borrower
pursuant to the provisions below. The duration of each such Interest Period shall be one,
two, three, six or, if generally available to all of the Lenders, nine or twelve months as
the Borrower may, upon notice received by the Administrative Agent not later than (x) 11:00
A.M. (New York City time) on the third Business Day prior to the first day of such Interest
Period for each Eurocurrency Rate Advance denominated in any Committed Currency, or (y) 1:00
P.M. (New York City time) on the third Business Day prior to the first day of such Interest
Period for each Eurocurrency Rate Advance denominated in Dollars, select; provided, however,
that:




     (i) Interest Periods commencing on the same date for Eurocurrency Rate Advances
comprising part of the same Borrowing shall be of the same duration;




     (ii) whenever the last day of any Interest Period would otherwise occur on a
day other than a Business Day, the last day of such Interest Period shall be
extended to occur on the next succeeding Business Day, provided, however, that if
such extension would cause the last day of such Interest Period to occur in the next
succeeding calendar month, the last day of such Interest Period shall occur on the
immediately preceding Business Day;




     (iii) whenever the first day of any Interest Period occurs on a day of an
initial calendar month for which there is no numerically corresponding day in the
calendar



8









 







month that succeeds such initial calendar month by the number of months equal
to the number of months in such Interest Period, such Interest Period shall end on
the last Business Day of such succeeding calendar month; and




     (iv) the Borrower may not select for any Advance any Interest Period which ends
after the scheduled Termination Date then in effect.




     “IRS” has the meaning specified in Section 2.14(e).




     “Lenders” means, collectively, each Initial Lender, to the extent applicable, each
Assuming Lender that shall become a party hereto pursuant to Section 2.19 or 2.20 and each
Eligible Assignee that shall become a party hereto pursuant to Section 8.07; provided,
however, that for purposes of any determination to be made under Section 2.07, 2.11, 2.12 or
8.04(b) with respect to CUSA, in its capacity as Lender, the term “Lenders” shall be deemed
to include Citibank.




     “Lien” means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement which has the same effect as a lien or security
interest.




     “Majority Lenders” means, at any time, Lenders owed at least a majority in interest of
the aggregate unpaid principal amount of the Advances owing to the Lenders at such time, or,
if no such principal amount is outstanding at such time, Lenders having at least a majority
in interest of the Commitments at such time; provided, however, that neither the Borrower
nor any of its Affiliates, if a Lender, shall be included in the determination of the
Majority Lenders at any time.




     “Material Subsidiary” means, at any date of determination, a Subsidiary of the Borrower
that, either individually or together with its Subsidiaries, taken as a whole, has total
assets exceeding $100,000,000 on such date.




     “Measurement Period” means, at any date of determination, the most recently completed
four consecutive fiscal quarters of the Borrower on or immediately prior to such date.




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




     “Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of
ERISA, to which the Borrower or any ERISA Affiliate is making or accruing an obligation to
make contributions, or has within any of the preceding five plan years made or accrued an
obligation to make contributions.




     “Multiple Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (i) is maintained for employees of the Borrower or any ERISA
Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or (ii)
was so maintained and in respect of which the Borrower or an ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.




     “Note” has the meaning specified in Section 2.17.




     “Notice of Borrowing” has the meaning specified in Section 2.02(a).




     “Other Taxes” has the meaning specified in Section 2.14(b).



9









 






     “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 and all other
laws and regulations relating to money-laundering and terrorist activities.




     “Payment Office” means, for any Committed Currency, such office of Citibank as shall be
from time to time selected by the Administrative Agent and notified by the Administrative
Agent to the Borrower and the Lenders.




     “Person” means an individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.




     “Plan” means a Single Employer Plan or a Multiple Employer Plan.




     “Public Debt Rating” means, as of any date of determination, the higher rating that has
been most recently announced by either S&P or Moody’s, as the case may be, for any class of
non-credit enhanced long-term senior unsecured public debt issued by the Borrower. For
purposes of the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Public
Debt Rating, the Eurocurrency Rate Margin and the Facility Fee Percentage shall be
determined by reference to the available rating; (b) if neither S&P nor Moody’s shall have
in effect a Public Debt Rating, the Eurocurrency Rate Margin and the Facility Fee Percentage
will be set in accordance with Level 6 under the definition of “Eurocurrency Rate Margin” or
“Facility Fee Percentage”, as the case may be; (c) if the ratings established by S&P and
Moody’s shall fall within different levels, the Eurocurrency Rate Margin and the Facility
Fee Percentage shall be based upon the higher rating; (d) if any rating established by S&P
or Moody’s shall be changed, such change shall be effective as of the date on which such
change is first announced publicly by the rating agency making such change; and (e) if S&P
or Moody’s shall change the basis on which ratings are established, each reference to the
Public Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the then
equivalent rating by S&P or Moody’s, as the case may be.




     “Reference Banks” means Citibank, Bank of America, N.A., Barclays Bank Plc and BNP
Paribas, or, in the event that fewer than two of such banks remain Lenders hereunder at any
time, any other commercial bank designated by the Borrower and approved by the Majority
Lenders as constituting a “Reference Bank” hereunder.




     “Register” has the meaning specified in Section 8.07(c).




     “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or any
successor thereto.




     “SEC” has the meaning specified in Section 5.01(e)(i).




     “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15)
of ERISA, that (i) is maintained for employees of the Borrower or an ERISA Affiliate and no
Person other than the Borrower and the ERISA Affiliates or (ii) was so maintained and in
respect of which the Borrower or an ERISA Affiliate could have liability under Section 4069
of ERISA in the event such plan has been or were to be terminated.




     “Specified Project Entity” means:



10









 






     (a) DVD Financing, Inc.;




     (b) each Affiliate of the Borrower organized after February 25, 2004 (the “Organization
Date”) (or whose business commenced after the Organization Date) and any other Person
organized after the Organization Date (or whose business commenced after the Organization
Date) whose equity securities or interests are owned, directly or indirectly, in whole or in
part, by the Borrower or any of its Subsidiaries, in each case, if:




     (i) such Affiliate or other Person has incurred Debt for the purpose of
financing all or a part of the costs of the acquisition, construction, development
or operation of a particular project (“Project Debt”);




     (ii) except for customary guaranties, keep-well agreements and similar credit
and equity support arrangements in respect of Project Debt incurred by such
Affiliate or other Person from the Borrower or any of its Subsidiaries not in excess
of $150,000,000 or from third parties, the source of repayment of such Project Debt
is limited to the assets and revenues of such particular project (or, if such
particular project comprises all or substantially all of the assets of such
Affiliate or other Person, the assets and revenues of such Affiliate or other
Person); and




     (iii) the property over which Liens are granted to secure such Project Debt, if
any, consists solely of the assets and revenues of such particular project or the
equity securities or interests of such Affiliate or other Person or a Subsidiary of
the Borrower referred to in clause (c) below; and




     (c) each Affiliate of the Borrower organized after the Organization Date (or whose
business commenced after the Organization Date) whose equity securities or interests are
owned, directly or indirectly, in whole or in part, by the Borrower or any of its
Subsidiaries, the primary business of which is the direct or indirect ownership, management
or operation of, or provision of services to, any Affiliate or other Person referred to in
clause (b) above.




     “Subsidiary” means with respect to any Person, any (a) corporation (or foreign
equivalent) other than an Excluded Entity or (b) general partnership, limited partnership or
limited liability company (or foreign equivalent) other than an Excluded Entity (each, a
“Non-Corporate Entity”), in either case, of which more than 50% of the outstanding capital
stock (or comparable interest) having ordinary voting power (irrespective of whether at the
time capital stock (or comparable interest) of any other class or classes of such
corporation or Non-Corporate Entity shall or might have voting power upon the occurrence of
any contingency) is at the time directly or indirectly (through one or more Subsidiaries)
owned by such Person. In the case of a Non-Corporate Entity, a Person shall be deemed to
have more than 50% of interests having ordinary voting power only if such Person’s vote in
respect of such interests comprises more than 50% of the total voting power of all such
interests in such Non-Corporate Entity. For purposes of this definition, any managerial
powers or rights comparable to managerial powers afforded to a Person solely by reason of
such Person’s ownership of general partner or comparable interests (or foreign equivalent)
shall not be deemed to be ‘interests having ordinary voting power’.




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




     “Termination Date” means the earlier of (a) February 22, 2010, subject to the extension
thereof pursuant to Section 2.20, and (b) the date of termination in whole of the aggregate
Commitments pursuant to Section 2.04 or 6.01; provided, however, that the Termination Date
of



11









 







any Lender that is a Declining Lender in connection with any requested extension
pursuant to Section 2.20 shall be the Termination Date in effect immediately prior to the
applicable Extension Date for all purposes of this Agreement.




     “Type” has the meaning specified in the definition of “Advance”.




     “United States” and “U.S.” each means the United States of America.




     “Utilization Fee” has the meaning specified in Section 2.03(b).




     “Utilization Fee Percentage” means, as of any date, a percentage per annum determined
by reference to the Public Debt Rating in effect on such date as set forth below:



	 	 	 	 	 
	Public Debt Rating	 	 
	     S&P/Moody’s	 	Percentage
	Level 1
	 	 	 	 
	A+/A1 or above

	 	 	0.050	%
	 
	 	 	 	 
	Level 2
	 	 	 	 
	Lower than A+/A1 but

at least A/A2

	 	 	0.050	%
	 
	 	 	 	 
	Level 3
	 	 	 	 
	Lower than A/A2 but

at least A-/A3

	 	 	0.075	%
	 
	 	 	 	 
	Level 4
	 	 	 	 
	Lower than A-/A3 but

at least BBB+/Baa1

	 	 	0.075	%
	 
	 	 	 	 
	Level 5
	 	 	 	 
	Lower than BBB+/Baa1 but at least BBB/Baa2

	 	 	0.100	%
	 
	 	 	 	 
	Level 6
	 	 	 	 
	Lower than BBB/Baa2 or no Public Debt Rating in effect

	 	 	0.100	%






          SECTION 1.02 Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each means “to but excluding”.




          SECTION 1.03 Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with GAAP; provided, however, that if any changes in accounting
principles from those used in the preparation of the financial statements referred to in Section
4.01(c) dated October 1, 2005 hereafter occur by reason of the promulgation of rules, regulations,
pronouncements, opinions or other requirements of the Financial Accounting Standards Board or the
American Institute of Certified Public Accountants (or successors thereto or agencies with similar
functions) and result in a change in the method of calculation of financial covenants or the terms
related thereto contained in this Agreement, the Borrower shall, at its option, (i) furnish to the
Administrative Agent, together with each delivery of the consolidated financial statements of the
Borrower and its subsidiaries required to be delivered pursuant to
Section 5.01(e), a written reconciliation setting forth the differences that would have
resulted if such financial statements had been prepared utilizing accounting principles and
policies in conformity with those used to prepare the financial statements referred to in Section
4.01(c) dated October 1, 2005 or (ii) enter into negotiations with the Administrative Agent and


12









 







the
Lenders to amend such financial covenants or terms equitably to reflect such changes so that the
criteria for evaluating the financial condition of the Borrower and its subsidiaries shall be the
same after such changes as if such changes had not been made; provided, however, that at all times
in the case of clause (i) above, and in the case of clause (ii) above until the amendment referred
to in such clause (ii) becomes effective, all covenants and related calculations under this
Agreement shall be performed, observed and determined as though no such changes in accounting
principles had been made.




ARTICLE II



AMOUNTS AND TERMS OF THE ADVANCES




          SECTION 2.01 The Advances. Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Termination Date in an aggregate amount (based
in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars
determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time
outstanding the Dollar amount set forth opposite such Lender’s name on the signature pages hereof
or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar
amount set forth as the Commitment of such Lender in such Assumption Agreement or, if such Lender
has entered into an Assignment and Acceptance the Dollar amount set forth for such Lender in the
Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be
reduced pursuant to Section 2.04 or increased pursuant to Section 2.19 (such Lender’s
"Commitment”), provided, that, the Lenders shall not be obligated to, and shall not, make any
Advances as part of a Borrowing if after giving effect to such Borrowing the sum of the then
outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments
then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof (or the Equivalent thereof in any Committed Currency
determined on the date of delivery of the applicable Notice of Borrowing). Except as provided in
Section 2.02(b), each Borrowing shall consist of Advances of the same Type made on the same day by
the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s
Commitment, the Borrower from time to time may borrow under this Section 2.01, prepay pursuant to
Section 2.10 and reborrow under this Section 2.01.




          SECTION 2.02 Making the Advances. (a) Each Borrowing shall be made on notice, given
not later than (x) 11:00 A.M. (New York City time) on the same Business Day as the date of a
proposed Borrowing comprised of Base Rate Advances, (y) 11:00 A.M. (New York City time) on the
third Business Day prior to the date of a proposed Borrowing comprised of Eurocurrency Rate
Advances denominated in any Committed Currency, or (z) 1:00 P.M. (New York City time) on the third
Business Day prior to the date of a proposed Borrowing comprised of Eurocurrency Rate Advances
denominated in Dollars, by the Borrower to the Administrative Agent, which shall give to each
Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a “Notice of
Borrowing”) shall be by telecopier, or by telephone, confirmed immediately by telecopier, in
substantially the form of Exhibit A hereto, specifying therein the requested (i) date of such
Borrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii)
aggregate amount of such Borrowing, and (iv) in the case of a Borrowing comprised of Eurocurrency
Rate Advances, initial Interest Period and currency for each such Advance. Each Lender
shall, before (A) 1:00 P.M. (New York City time) on the date of such Borrowing consisting of
Advances denominated in Dollars or (B) 1:00 P.M. (London time) on the date of such Borrowing
consisting of Advances denominated in any Committed Currency, make available for the account of its
Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in
same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s
receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III,
the Administrative Agent will make such funds available to the Borrower at the office where the
Administrative Agent’s Account is maintained.




13









 








          (b) Anything in subsection (a) above or Section 2.01 to the contrary notwithstanding, the
Borrower may not select Eurocurrency Rate Advances for any Borrowing if the aggregate amount of
such Borrowing is less than $20,000,000 (or the Equivalent thereof in any Committed Currency
determined on the date of delivery of the applicable Notice of Borrowing) or if the obligation of
the Lenders to make Eurocurrency Rate Advances shall be suspended at such time pursuant to Section
2.08.




          (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of
any Borrowing which the related Notice of Borrowing specifies as to be comprised of Eurocurrency
Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred
by such Lender as a result of any failure to fulfill on or before the date specified in such Notice
of Borrowing for such Borrowing the applicable conditions set forth in Article III, including,
without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment
of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as
part of such Borrowing when such Advance, as a result of such failure, is not made on such date.




          (d) Unless the Administrative Agent shall have received notice from a Lender on or prior to
the date of any Borrowing that such Lender will not make available to the Administrative Agent such
Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower on such date a corresponding amount. If and
to the extent that any Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is paid to the Administrative Agent, at
(A) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds
incurred by the Administrative Agent in respect of such amount in the case of Advances denominated
in Committed Currencies; provided, however, that (i) within two Business Days after any Lender
shall fail to make such ratable portion available to the Administrative Agent, the Administrative
Agent shall notify the Borrower of such failure and (ii) if such Lender shall not have paid such
corresponding amount to the Administrative Agent within two Business Days after such demand is made
of such Lender by the Administrative Agent, the Borrower agrees to repay to the Administrative
Agent forthwith, upon demand by the Administrative Agent to the Borrower, such corresponding amount
together with interest thereon, for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate
applicable at the time to Advances comprising such Borrowing. If and to the extent such
corresponding amount shall be paid by such Lender to the Administrative Agent in accordance with
this Section 2.02(d), such amount so paid shall constitute such Lender’s Advance as part of such
Borrowing for all purposes of this Agreement.




          (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on
the date of such Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on the date of any Borrowing.




          SECTION 2.03 Fees. (a) Facility Fee. The Borrower agrees to pay to each
Lender a facility fee on the average daily amount (whether used or unused) of such Lender’s
Commitment (i) in the case of each Initial Lender, from the Effective Date, or (ii) in the case of
any Lender other than the Initial Lender, the effective date specified in the Assumption Agreement
or the Assignment and Acceptance pursuant to which it became a Lender, until, in each case, the
Termination Date, payable quarterly in arrears on the first Business Day of each January, April,
July and October during the term of such


14









 







Lender’s Commitment, commencing April 1, 2006, and on the
Termination Date, at the rate per annum equal to the Facility Fee Percentage in effect from time to
time.




          (b) Utilization Fee. For each day on which the outstanding Advances exceed 50% of the
Commitments, the Borrower agrees to pay to the Agent for the account of each Lender, a utilization
fee equal to the quotient obtained by dividing (A) the product of (1) the difference between the
aggregate outstanding Advances on such day and the outstanding Base Rate Advances on such day and
(2) the Utilization Fee Percentage by (B) 365 (or, for any such day in a leap year, 366). This
Utilization Fee shall be paid quarterly in arrears on the first Business Day of each January,
April, July and October of each year, and on the Termination Date.




          SECTION 2.04 Reduction of the Commitments. The Borrower shall have the right, upon
at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce
ratably in part the unused portions of the respective Commitments of the Lenders; provided that
each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and; provided, further, that after giving effect to any such partial
reduction, the total Commitments shall not be less than the then outstanding aggregate amount of
Advances. Once terminated, such Commitments may not be reinstated.




          SECTION 2.05 Repayment of Advances. The Borrower shall repay to each Lender on the
Termination Date the aggregate principal amount of the Advances owing to such Lender on such date.




          SECTION 2.06 Interest on Advances. (a) Scheduled Interest. The Borrower shall pay
to each Lender interest on the unpaid principal amount of each Advance owing to such Lender from
the date of such Advance until such principal amount shall be paid in full, at the following rates
per annum:





          (i) Base Rate Advances. During such periods as such Advance is a Base Rate
Advance, a rate per annum equal at all times to the Base Rate in effect from time to time,
payable quarterly in arrears on the first Business Day of each January, April, July and
October during such periods and on the date such Base Rate Advance shall be Converted or
paid in full and, for the avoidance of doubt, a Utilization Fee shall not be payable during
such periods as such Advance is a Base Rate Advance.




          (ii) Eurocurrency Rate Advances. During such periods as such Advance is a
Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period
for
such Advance to the sum of (A) the Eurocurrency Rate for such Interest Period for such
Advance and (B) the Eurocurrency Rate Margin in effect from time to time, payable in arrears
on the last day of such Interest Period and, if such Interest Period has a duration of more
than three months, on the date which occurs three months and, if applicable, six months,
nine months and twelve months after the first day of such Interest Period and on the date
such Eurocurrency Rate Advance shall be Converted or paid in full.



          (b) Default Interest. The Borrower shall pay interest on the unpaid principal amount
of each Advance that is not paid when due and on the unpaid amount of all interest, fees and other
amounts payable hereunder that is not paid when due, payable on demand, at a rate per annum equal
at all times to (i) in the case of any amount of principal, the greater of (x) 2% per annum above
the rate per annum required to be paid on such Advance immediately prior to the date on which such
amount became due and (y) 2% per annum above the Base Rate in effect from time to time and (ii) to
the fullest extent permitted by law, in the case of all other amounts, 2% per annum above the Base
Rate in effect from time to time.




15









 








          SECTION 2.07 Additional Interest on Eurocurrency Rate Advances. The Borrower shall
pay to each Lender, so long as such Lender shall be required under regulations of the Board of
Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal
amount of each Eurocurrency Rate Advance of such Lender, from the date of such Advance until such
principal amount is paid in full, at an interest rate per annum equal at all times to the remainder
obtained by subtracting (i) the Eurocurrency Rate for the applicable Interest Period for such
Advance from (ii) the rate obtained by dividing such Eurocurrency Rate by a percentage equal to
100% minus the Eurocurrency Rate Reserve Percentage of such Lender for such Interest Period,
payable on each date on which interest is payable on such Advance. Such additional interest shall
be determined by such Lender and notified in reasonable detail to the Borrower through the
Administrative Agent.




          SECTION 2.08 Interest Rate Determination. (a) To the extent required, each
Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of
determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish
such timely information to the Administrative Agent for the purpose of determining such interest
rate, the Administrative Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks.




          (b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the
applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i)
or (a)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose
of determining the applicable interest rate under Section 2.06(a)(ii).




          (c) If fewer than two Reference Banks furnish timely information to the Administrative Agent
for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the
Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate
cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will
automatically, on the last day of the then existing Interest Period therefor, Convert into a Base
Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate
Advance), and (iii) the obligation of the Lenders to make, or to Convert Advances into,
Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no longer exist.




          (d) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the
Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank
market at or about 11:00 A.M. (London time) on the second Business Day before the making of a
Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of
such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for
such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such
Majority Lender reasonably determines in good faith is material) of making, funding or maintaining
their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent
shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Eurocurrency Rate
Margin shall be increased to reflect such costs as determined by such Majority Lenders and as
agreed by the Borrower, (A) the obligation of the Lenders to make, or to Convert Base Rate Advances
into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no longer exist, and (B)
the Borrower will, on the last day of the then existing Interest Period therefor, (1) if such
Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y)
Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, either (x) prepay such Advances or (y) redenominate such
Advances into an Equivalent amount of Dollars and Convert


16









 








such Advances into Base Rate Advances.
The Administrative Agent shall use reasonable efforts to determine from time to time whether the
circumstances causing such suspension no longer exist and, promptly after the Administrative Agent
knows that the circumstances causing such suspension no longer exist, the Administrative Agent
shall so notify the Borrower and the Lenders.




          (e) If the Borrower shall fail to select the duration of any Interest Period for any
Eurocurrency Rate Advances in accordance with the provisions contained in the definition of
"Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower
and the Lenders and such Advances will automatically, on the last day of the then existing Interest
Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted
into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed
Currency, be redenominated into an Equivalent amount of Dollars and be Converted into Base Rate
Advances.




          (f) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances
comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than
$20,000,000, such Eurocurrency Rate Advances shall automatically Convert into Base Rate Advances
and, on and after such date, the right of the Borrower to Convert such Advances into Eurocurrency
Rate Advances shall terminate; provided, however, that if and so long as each such Eurocurrency
Rate Advance shall have the same Interest Period as Eurocurrency Rate Advances comprising another
Borrowing or Borrowings, and the aggregate unpaid principal amount of all such Eurocurrency Rate
Advances shall equal or exceed $20,000,000, the Borrower shall have the right to continue all such
Eurocurrency Rate Advances as, or to Convert all such Advances into, Eurocurrency Rate Advances
having such Interest Period.




          (g) Upon the occurrence and during the continuance of any Event of Default under Section
6.01(a), (i) each Eurocurrency Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in
Dollars, be Converted into Base Rate Advances and (B) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, be redenominated into an Equivalent amount of Dollars and be
Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert
Advances into, Eurocurrency Rate Advances shall be suspended.




          SECTION 2.09 Optional Conversion of Advances. The Borrower may on any Business Day, upon notice given to the Administrative Agent not later
than (i) 11:00 A.M. (New York City time) on the same Business Day as the date of the proposed
Conversion in the case of a Conversion of Eurocurrency Rate Advances into Base Rate Advances, and
(ii) 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed
Conversion in the case of a Conversion of Base Rate Advances into Eurocurrency Rate Advances or of
Eurocurrency Rate Advances of one Interest Period into Eurocurrency Rate Advances of another
Interest Period, as the case may be, and subject to the provisions of Sections 2.08, 2.09 and 2.12,
Convert all Advances denominated in Dollars of one Type comprising the same Borrowing into Advances
denominated in Dollars of the other Type; provided, however, that any Conversion of any
Eurocurrency Rate Advances into Base Rate Advances or into Eurocurrency Rate Advances of another
Interest Period shall be made on, and only on, the last day of an Interest Period for such
Eurocurrency Rate Advances. Promptly upon receipt from the Borrower of a notice of a proposed
Conversion hereunder, the Administrative Agent shall give notice of such proposed Conversion to
each Lender. Each such notice of a Conversion shall, within the restrictions set forth above,
specify (x) the date of such Conversion (which shall be a Business Day), (y) the Advances to be
Converted, and (z) if such Conversion is into Eurocurrency Rate Advances, the duration of the
initial Interest Period for each such Advance. The Borrower may Convert all Eurocurrency Rate
Advances of any one Lender into Base Rate Advances of such Lender in accordance with the provisions
of Section 2.12 by complying with the procedures set forth therein and in this Section 2.09 as
though each reference in this Section 2.09 to Advances denominated in Dollars of any Type was to
such Advances of such Lender. Each such notice of Conversion shall, subject to the provisions of
Sections 2.08 and 2.12, be irrevocable and binding on the Borrower.





17










 





Advances denominated in Dollars of any Type was to such Advances of such Lender. Each
such notice of Conversion shall, subject to the provisions of Sections 2.08 and 2.12, be
irrevocable and binding on the Borrower.




          SECTION 2.10 Prepayments of Advances. (a) Optional. The Borrower may, upon not
less than (i) the same Business Day’s notice to the Administrative Agent received not later than
11:00 A.M. (New York City time) in the case of Borrowings consisting of Base Rate Advances, (ii)
three Business Days’ notice to the Administrative Agent received not later than 11:00 A.M. (New
York City time) in the case of Borrowings consisting of Eurocurrency Rate Advances denominated in
any Committed Currency, or (iii) three Business Days’ notice to the Administrative Agent received
not later than 1:00 P.M. (New York City time) in the case of Borrowings consisting of Eurocurrency
Rate Advances denominated in Dollars, stating the proposed date and aggregate principal amount of
the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal
amounts of the Advances constituting part of the same Borrowings in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of
$1,000,000 or an integral multiple of $1,000,000 in excess thereof (or the Equivalent thereof in a
Committed Currency determined on the date notice of prepayment is given), and (y) in the case of
any such prepayment of Eurocurrency Rate Advances, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(b).




          (b) Mandatory. (i) If, the Administrative Agent notifies the Borrower in writing
that, on any date, the sum of (A) the aggregate principal amount of all Advances denominated in
Dollars then outstanding and (B) the Equivalent in Dollars (determined on the third Business Day
prior to such date) of the aggregate principal amount of all Advances denominated in Committed
Currencies then outstanding exceeds 102% of the aggregate Commitments of the Lenders on such date,
the Borrower shall, within two Business Days after receipt of such notice, prepay the outstanding
principal amount of any Advances necessary so that, after giving effect to such prepayment of
Advances the sum of (A) and (B) above does not exceed 100% of the aggregate Commitments of the
Lenders as set forth in the written notice from the Administrative Agent to the Borrower.





          (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with
any interest accrued to the date of such prepayment on the principal amounts prepaid and, in
the case of any prepayment of a Eurocurrency Rate Advance on a date other than the last day
of an Interest Period, with any additional amounts which the Borrower shall be obligated to
reimburse to the Lenders in respect thereof pursuant to Section 8.04(b). The Administrative
Agent shall give prompt notice of any prepayment required under this Section 
2.10(b) to the
Borrower and the Lenders.



          SECTION 2.11 Increased Costs. (a) If after the date hereof, due to either (i) the
introduction of or any change (other than any change by way of imposition or increase of reserve
requirements included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of
any law or regulation or (ii) the compliance with any hereafter promulgated guideline or request
from any central bank or other governmental authority, including, without limitation, any agency of
the European Union or similar monetary or multinational authority (whether or not having the force
of law), which guideline or request either (x) imposes, modifies or deems applicable any reserve,
special deposit or similar requirement against letters of credit or guarantees issued by, or assets
held by or deposits in or for the account of, any Lender or (y) imposes on any Lender any other
condition regarding this Agreement or any collateral thereon, there shall be any increase in the
cost (excluding any allocation of corporate overhead) to any Lender (which cost such Lender
reasonably determines in good faith is material) of agreeing to make or making, funding or
maintaining Eurocurrency Rate Advances, then such Lender shall so notify





18









 







the Borrower promptly after such Lender knows of such increased cost and determines that such
cost is material and the Borrower shall from time to time, upon demand by such Lender (with a copy
of such demand to the Administrative Agent), pay to the Administrative Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such increased cost. A
certificate of such Lender as to the amount of such increased cost in reasonable detail and stating
the basis upon which such amount has been calculated and certifying that such Lender’s method of
allocating such costs is fair and reasonable and that such Lender’s demand for payment of such
costs hereunder is not inconsistent with its treatment of other borrowers which, as a credit
matter, are substantially similar to the Borrower and which are subject to similar provisions,
submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and
binding for all purposes, absent manifest error.




          (b) If, after the date hereof, either (i) the introduction of or change in or in the
interpretation of any law or regulation or (ii) the compliance by any Lender with any hereafter
promulgated guideline or request from any central bank or other governmental authority, including,
without limitation, any agency of the European Union or similar monetary or multinational authority
(whether or not having the force of law), affects or would affect the amount of capital required or
expected to be maintained by such Lender or any entity controlling such Lender and the amount of
such capital is materially increased by or based upon the existence of such Lender’s commitment to
lend hereunder and other commitments of this type, then such Lender shall so notify the Borrower
promptly after such Lender makes such determination and, upon demand by such Lender (with a copy of
such demand to the Administrative Agent), the Borrower shall pay to such Lender within five days
from the date of such demand, from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender or such controlling entity in the light of such circumstances,
to the extent that such Lender reasonably determines such increase in capital to be allocable to
the existence of such Lender’s commitment to lend hereunder. A certificate of such Lender as to
such amount in reasonable detail and stating the basis upon which such amount has been calculated
and certifying that such Lender’s method of allocating such increase of capital is fair and
reasonable and that such Lender’s demand for payment of such increase of capital hereunder is not
inconsistent with its treatment of other borrowers which, as a credit matter, are substantially
similar to the Borrower and which are subject to similar provisions, submitted to the Borrower and
the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent
manifest error.




          (c) The Borrower shall not be obligated to pay under this Section 2.11 any amounts which
relate to costs or increases of capital incurred prior to the 12 months immediately preceding the
date of demand for payment of such amounts, unless the applicable law, regulation, guideline or
request resulting in such costs or increases of capital is imposed retroactively. In the case of
any law, regulation, guideline or request which is imposed retroactively, the Lender making demand
for payment of any amount under this Section 2.11 shall notify the Borrower not later than 12
months from the date that such Lender should reasonably have known of such law, regulation,
guideline or request and the Borrower’s obligation to compensate such Lender for such amount is
contingent upon such Lender so notifying the Borrower; provided, however, that any failure by such
Lender to provide such notice shall not affect the Borrower’s obligations under this Section 2.11
with respect to amounts resulting from costs or increases of capital incurred after the date which
occurs 12 months immediately preceding the date on which such Lender notified the Borrower of such
law, regulation, guideline or request.




          (d) If any Lender shall subsequently recoup any costs (other than from the Borrower) for which
such Lender has theretofore been compensated by the Borrower under this Section 2.11, such Lender
shall remit to the Borrower an amount equal to the amount of such recoupment. Amounts required to
be paid by the Borrower pursuant to this Section 2.11 shall be paid in addition to, and without
duplication of, any amounts required to be paid pursuant to Section 2.14.




19









 








          (e) Without prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrower contained in this Section 2.11 shall survive the payment
in full (after the Termination Date) of all payment obligations of the Borrower in respect of
Advances hereunder.




          SECTION 2.12 Illegality. Notwithstanding any other provision of this Agreement, if
any Lender shall notify the Administrative Agent that the introduction of or any change in or in
the interpretation of any law or regulation after the date hereof makes it unlawful, or any central
bank or other governmental authority asserts that it is unlawful, for any Lender or its
Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances
in Dollars or any Committed Currency or to fund or maintain Eurocurrency Rate Advances in Dollars
or any Committed Currency, (a) the obligation of such Lender to make, or to Convert Base Rate
Advances into, Eurocurrency Rate Advances shall be suspended until such Lender shall notify the
Administrative Agent, and the Administrative Agent shall notify the Borrower and the other Lenders
(which notice shall be given promptly after the Administrative Agent knows that the circumstances
causing such suspension no longer exist) that the circumstances causing such suspension no longer
exist, and (b) the Borrower shall forthwith prepay in full all Eurocurrency Rate Advances of such
Lender then outstanding, together with interest accrued thereon, unless the Borrower, within five
Business Days of notice from the Administrative Agent or, if permitted by law, on and as of the
last day of the then existing Interest Period for such Eurocurrency Rate Advances, (i) if such
Eurocurrency Rate Advance is denominated in Dollars, Converts it into a Base Rate Advance or an
Advance that bears interest at the rate set forth in Section 2.06(a)(i), and (ii) if such
Eurocurrency Rate Advance is denominated in any Committed Currency, redenominates it into an
Equivalent amount of Dollars and Converts it into a Base Rate Advance or an Advance that bears
interest at the rate set forth in Section 2.06(a)(i).




          SECTION 2.13 Payments and Computations. (a) The Borrower shall make each payment
hereunder (and under the Notes, if any), irrespective of any right of set-off or counterclaim,
except with respect to principal of, interest on, and other amounts relating to, Advances
denominated in a Committed Currency, not later than 11:00 A.M. (New York City time) on the day when
due, in Dollars to the Administrative Agent at the Administrative Agent’s Account in same day
funds. The Borrower shall make each payment hereunder, irrespective of any right of set-off or
counterclaim, with respect to principal of, interest on, and other amounts relating to, Advances
denominated in a Committed Currency, not later than 11:00 A.M. (at the Payment Office for such
Committed Currency) on the day when due, in such Committed Currency to the Administrative Agent, by
deposit of such funds to the Administrative Agent’s Account in same day funds. The Administrative
Agent will promptly thereafter cause to be distributed like funds relating to the payment of
principal or interest or fees ratably (other than amounts payable pursuant to Sections 2.07, 2.11,
2.14, 8.04 and 8.08) to the Lenders for the account of their respective Applicable Lending Offices,
and like funds relating to the payment of any other amount payable to any Lender to such Lender for
the account of its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a
Commitment Increase pursuant to Section 2.19 or an extension of the Termination Date pursuant to
Section 2.20, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and
recording of the information contained therein in the Register, from and after the applicable
Increase Date or Extension Date, the Administrative Agent shall make all payments hereunder and
under any Notes issued in connection therewith in respect of the interest assumed thereby to the
Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the
information contained therein in the Register pursuant to Section 8.07(d), from and after the
effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all
payments hereunder and under the Notes, if any, issued in connection therewith in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and
Acceptance shall make




20









 







all appropriate adjustments in such payments for periods prior to such effective date directly
between themselves.




          (b) All computations of interest based on clause (a) of the definition of “Base Rate” shall be
made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and
all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate and of fees
shall be made by the Administrative Agent, and all computations of additional interest pursuant to
Section 2.07 shall be made by a Lender, on the basis of a year of 360 days (or, in each case of
Advances denominated in Committed Currencies where market practice differs, in accordance with
such market practice after notification of the Borrower), in each case for the actual number of
days (including the first day but excluding the last day) occurring in the period for which such
interest or fees are payable. Each determination by the Administrative Agent (or, in the case of
Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error.




          (c) Whenever any payment hereunder or under the Notes, if any, shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of payment of interest or
fees, as the case may be; provided, however, that if such extension would cause payment of interest
on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such
payment shall be made on the immediately preceding Business Day.




          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Lenders hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon
such assumption, cause to be distributed to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent that the Borrower shall not have so made such
payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent,
forthwith on demand such amount distributed to such Lender together with interest thereon, for each
day from the date such amount is distributed to such Lender until the date such Lender repays such
amount to the Administrative Agent, at (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of
such amount in the case of Advances denominated in Committed Currencies.




          SECTION 2.14 Taxes. (a) Subject to Section 2.14(f) below, any and all payments by
the Borrower hereunder or under the Notes, if any, shall be made, in accordance with Section 2.13,
free and clear of and without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the
case of each Lender and the Administrative Agent, taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, imposed on its income, and franchise taxes
imposed on it, by the jurisdiction under the laws of which such Lender or the Administrative Agent,
as the case may be, is organized or any political subdivision thereof and, in the case of each
Lender, further excluding taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, imposed on its income, and franchise taxes imposed on it by the
jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof or by
any other jurisdiction in which such Lender, the Administrative Agent, as the case may be, is doing
business that is unrelated to this Agreement (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”).
Subject to Section 2.14(f) below, if the Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable hereunder to any Lender, the Administrative Agent, as the case may
be, (i) the sum payable shall be increased as may be necessary so that after making all required
deductions of Taxes (including deductions of Taxes applicable to additional sums payable under this
Section 2.14) such




21









 







Lender, the Administrative Agent, as the case may be, receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law.




          (b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies which arise from any payment made
hereunder or under the Notes, if any, or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement or the Notes, if any (hereinafter referred to as “Other
Taxes”).




          (c) Subject to Section 2.14(f), the Borrower will indemnify each Lender and the Administrative
Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14) paid by such
Lender or the Administrative Agent, as the case may be, and any liability (including penalties to
the extent not imposed as a result of such Lender’s or the Administrative Agent’s gross negligence
or willful misconduct, interest and expenses) arising therefrom or with respect thereto, whether or
not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be
made within 30 days from the date such Lender or the Administrative Agent, as the case may be,
makes written demand therefor.




          (d) Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the
Administrative Agent, at its address referred to in Section 8.02, the original or a certified copy
of a receipt evidencing payment thereof, to the extent that such a receipt is issued, or if such
receipt is not issued, other evidence of payment thereof that is reasonably satisfactory to the
Administrative Agent.




          (e) Each Lender that is not created or organized under the laws of the United States or a
political subdivision thereof shall deliver to the Borrower and the Administrative Agent on or
prior to the date of its execution and delivery of this Agreement, and each such Lender that is not
a party hereto on the date hereof shall deliver to the Borrower and the Administrative Agent on or
prior to the date on which such Lender becomes a Lender pursuant to Section 2.19, 2.20 or 8.07, as
the case may be, as applicable, two true, accurate and complete original signed copies of Form
W-8BEN (or any successor or substitute form or forms) of the Internal Revenue Service of the United
States (the “IRS”) or two true, accurate and complete original signed copies of IRS Form W-8ECI (or
any successor or substitute form or forms) certifying, in the either such case, that such Lender is
exempt from United States withholding tax on payments pursuant to this Agreement. As applicable,
each Lender further agrees to deliver to the Borrower and the Administrative Agent from time to
time, as reasonably requested by the Borrower or the Administrative Agent, and in any case before
or promptly upon the occurrence of any events requiring a change in the most recent certificate
previously delivered pursuant to this Section 2.14(e), a true, accurate and complete original
signed copy of IRS Form W-8BEN (or any successor or substitute form or forms required under the
Internal Revenue Code or the applicable regulations promulgated thereunder) or, within 15 days
prior to every third anniversary of the date of delivery of the initial IRS Form W-8ECI by such
Lender (or more often if required by law) on which this Agreement is still in effect, a true,
accurate and complete original signed copy of IRS Form W-8ECI (or any successor or substitute form
or forms required under the Internal Revenue Code or the applicable regulations promulgated
thereunder) certifying in either such case that such Lender is exempt from United States
withholding tax on payments pursuant to this Agreement. If any form or document referred to in
this subsection (e) requires the disclosure of information, other than information necessary to
compute the tax payable and information required on the date hereof by IRS Forms W-8BEN or W-8ECI,
that any Lender reasonably considers to be confidential, such Lender promptly shall give notice
thereof to the Borrower and the Administrative Agent and shall not be obligated to include in such
form or document such confidential information; provided that such Lender certifies to the Borrower
that the failure to disclose such confidential information does not increase the obligations of the
Borrower under this Section 2.14.




22









 








          (f) Notwithstanding any other provision of this Section 2.14 to the contrary, for any period
with respect to which a Lender has failed to provide the Borrower with the appropriate form
described in Section 2.14(e) establishing its exemption from United States withholding tax on
payments hereunder (other than if such failure is due to a change in law occurring subsequent to
the date on which such form originally was required to be provided), such Lender shall not be
entitled to any payments under this Section 2.14 with respect to United States withholding taxes;
provided, however, that should a Lender become subject to United States withholding taxes because
of its failure to deliver a form required hereunder, the Borrower shall take such steps as the
Lender shall reasonably request to assist the Lender to recover such United States withholding
taxes.




          (g) Without affecting its rights under this Section 2.14 or any provision of this Agreement,
each Lender agrees that if any Taxes or Other Taxes are imposed and required by law to be paid or
to be withheld from any amount payable to any Lender or its Applicable Lending Office with respect
to which the Borrower would be obligated pursuant to this Section 2.14 to increase any amounts
payable to such Lender or to pay any such Taxes or Other Taxes, such Lender shall use reasonable
efforts to select an alternative Applicable Lending Office which would not result in the imposition
of such Taxes or Other Taxes; provided, however, that no Lender shall be obligated to select an
alternative Applicable Lending Office if such Lender determines that (i) as a result of such
selection such Lender would be in violation of an applicable law, regulation, or treaty, or would
incur unreasonable additional costs or expenses or (ii) such selection would be inadvisable for
regulatory reasons or inconsistent with the interests of such Lender.




          (h) Each Lender agrees with the Borrower that it will take all reasonable actions by all usual
means (i) to secure and maintain the benefit of all benefits available to it under the provisions
of any applicable double tax treaty concluded by the United States of America to which it may be
entitled by reason of the location of such Lender’s Applicable Lending Office or place of
incorporation or its status as an enterprise of any jurisdiction having any such applicable double
tax treaty, if such benefit would reduce the amount payable by the Borrower in accordance with this
Section 2.14 and (ii) otherwise to cooperate with the Borrower to minimize the amount payable by
the Borrower pursuant to this Section 2.14; provided, however, that no Lender shall be obliged to
disclose to the Borrower any information regarding its tax affairs or tax computations nor to
reorder its tax affairs or tax planning pursuant hereto.




          (i) Without prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrower contained in this Section 2.14 shall survive the payment
in full of principal and interest on all Advances and the termination of this Agreement until such
date as all applicable statutes of limitations (including any extensions thereof) have expired with
respect to such agreements and obligations of the Borrower contained in this Section 2.14.




          SECTION 2.15 Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Advances made by it (other than pursuant to Section 2.07, 2.11, 2.14, 8.04 or 8.08)
in excess of its ratable share of payments on account of the Advances obtained by all the Lenders,
such Lender shall forthwith purchase from the other Lenders such participations in the Advances
made by them as shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them, provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded
and such Lender shall repay to the purchasing Lender the purchase price to the extent of such
recovery, together with an amount equal to such Lender’s ratable share (according to the proportion
of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this




23









 







Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as if such Lender were
the direct creditor of the Borrower in the amount of such participation.




          SECTION 2.16 Mandatory Assignment by a Lender; Mitigation. If any Lender requests
from the Borrower either payment of additional interest on Eurocurrency Rate Advances pursuant to
Section 2.07, or reimbursement for increased costs pursuant to Section 2.11, or payment of or
reimbursement for Taxes pursuant to Section 2.14, or if any Lender notifies the Administrative
Agent that it is unlawful for such Lender or its Eurocurrency Lending Office to perform its
obligations hereunder pursuant to Section 2.12, (i) such Lender will, upon three Business Days’
notice by the Borrower to such Lender and the Administrative Agent, to the extent not inconsistent
with such Lender’s internal policies and applicable legal and regulatory restrictions, use
reasonable efforts to make, fund or maintain its Eurocurrency Rate Advances through another
Eurocurrency Lending Office of such Lender if (A) as a result thereof the additional amounts
required to be paid pursuant to Section 2.07, 2.11 or 2.14, as applicable, in respect of such
Eurocurrency Rate Advances would be materially reduced or the provisions of Section 2.12 would not
apply to such Lender, as applicable, and (B) as determined by such Lender in good faith but in its
sole discretion, the making or maintaining of such Eurocurrency Rate Advances through such other
Eurocurrency Lending Office would not otherwise materially and adversely affect such Eurocurrency
Rate Advances or such Lender and (ii) unless such Lender has theretofore taken steps to remove or
cure, and has removed or cured, the conditions creating such obligation to pay such additional
amounts or the circumstances described in Section 2.12, the Borrower may designate an Eligible
Assignee to purchase for cash (pursuant to an Assignment and Acceptance) all, but not less than
all, of the Advances then owing to such Lender and all, but not less than all, of such Lender’s
rights and obligations hereunder, without recourse to or warranty by, or expense to, such Lender,
for a purchase price equal to the outstanding principal amount of each such Advance then owing to
such Lender plus any accrued but unpaid interest thereon and any accrued but unpaid fees owing
thereto and, in addition, (A) all additional cost reimbursements, expense reimbursements and
indemnities, if any, owing in respect of such Lender’s Commitment hereunder, and all other accrued
and unpaid amounts owing to such Lender hereunder, at such time shall be paid to such Lender and
(B) if such Eligible Assignee is not otherwise a Lender at such time, the applicable processing and
recordation fee under Section 8.07(a) for such assignment shall have been paid.




          SECTION 2.17 Evidence of Debt. (a) 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 Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time hereunder. The Borrower
agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the
Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is
required or appropriate in order for such Lender to evidence (whether for purposes of pledge,
enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall
promptly execute and deliver to such Lender a promissory note or other evidence of indebtedness, in
form and substance reasonably satisfactory to the Borrower and such Lender (each a “Note”), payable
to the order of such Lender in a principal amount equal to the Commitment of such Lender; provided,
however, that the execution and delivery of such promissory note or other evidence of indebtedness
shall not be a condition precedent to the making of any Advance under this Agreement.




          (b) The Register maintained by the Administrative Agent pursuant to Section 8.07(c) shall
include a control account, and a subsidiary account for each Lender, in which accounts (taken
together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of
Advances and currencies comprising such Borrowing and, if appropriate, the Interest Period
applicable thereto, (ii) the terms of each Assumption Agreement and each Assignment and Acceptance
delivered to




24









 







and accepted by it, (iii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder, and (iv) the amount of any sum received
by the Administrative Agent from the Borrower hereunder and each Lender’s share thereof.




          (c) Entries made in good faith by the Administrative Agent in the Register pursuant to
subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a)
above, shall be prima facie evidence of the amount of principal and interest due and payable or to
become due and payable from the Borrower to, in the case of the Register, each Lender and, in the
case of such account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or
any finding that an entry is incorrect, in the Register or such account or accounts shall not limit
or otherwise affect the obligations of the Borrower under this Agreement.




          SECTION 2.18 Use of Proceeds.The proceeds of the Advances shall be available (and the
Borrower agrees that it shall use such proceeds) to support the obligations of the Borrower in
respect of commercial paper issued by the Borrower and/or for other general corporate purposes of
the Borrower and its Subsidiaries. Notwithstanding the foregoing provisions of this Section 2.18,
the Borrower will not use the proceeds of any Advance to purchase the capital stock of any
corporation in a transaction, or as part of a series of transactions, (i) the purpose of which is,
at the time of any such purchase, to acquire control of such corporation or (ii) the result of
which is the ownership by the Borrower and its Subsidiaries of 10% or more of the capital stock of
such corporation, in either case if the board of directors of such corporation has publicly
announced its opposition to such transaction.




          SECTION 2.19 Increase in the Aggregate Commitments. (a) The Borrower may, at any
time, by notice to the Administrative Agent, request that the aggregate amount of the Commitments
be increased by an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof
(each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the
scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice
to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of
the Commitments hereunder and the aggregate amount of the commitments under the Five-Year Credit
Agreement at any time exceed $5,000,000,000, and (ii) no Event of Default, or event that with the
giving of notice or passage of time or both would constitute an Event of Default, shall have
occurred and be continuing as of the date of such request or as of the applicable Increase Date, or
shall occur as a result thereof.




          (b) The Administrative Agent shall promptly notify the Lenders of a request by the Borrower
for a Commitment Increase, which notice shall include (i) the proposed amount of such requested
Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to
participate in the Commitment Increase must commit to an increase in the amount of their respective
Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested
Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative
Agent on or prior to the Commitment Date of the amount by which it is willing to increase its
Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the
amount of their respective Commitments by an aggregate amount that exceeds the amount of the
requested Commitment Increase, the requested Commitment Increase shall be allocated among the
Lenders willing to participate therein in such amounts as are agreed between the Borrower and the
Administrative Agent. The failure of any Lender to respond shall be deemed to be a refusal of such
Lender to increase its Commitment.




          (c) Promptly following each Commitment Date, the Administrative Agent shall notify the
Borrower as to the amount, if any, by which the Lenders are willing to participate in the




25









 







requested Commitment Increase. If the aggregate amount by which the Lenders are willing to
participate in any requested Commitment Increase on any such Commitment Date is less than the
requested Commitment Increase, then the Borrower may extend offers to one or more Eligible
Assignees to participate in any portion of the requested Commitment Increase that has not been
committed to by the Lenders as of the applicable Commitment Date; provided, however, that the
Commitment of each such Eligible Assignee shall be in an amount of $25,000,000 or an integral
multiple of $1,000,000 in excess thereof.




          (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a
requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee and
each Eligible Assignee that agrees to an extension of the Termination Date in accordance with
Section 2.20(c), an “Assuming Lender”) shall become a Lender party to this Agreement as of such
Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase
shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the
last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the
Administrative Agent shall have received on or before such Increase Date the following, each dated
such date:





     (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or
the Executive Committee of such Board approving the Commitment Increase and the
corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower
(which may be in-house counsel) in form and substance satisfactory to the Administrative
Agent;




     (ii) an assumption agreement from each Assuming Lender, if any, in form and substance
satisfactory to the Assuming Lender, the Borrower and the Administrative Agent (each an
“Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and
the Borrower; and




     (iii) confirmation from each Increasing Lender of the increase in the amount of its
Commitment in a writing satisfactory to the Borrower and the Administrative Agent.



          (e) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.19(d),
the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming
Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the
occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the
Register the relevant information with respect to each Increasing Lender and each Assuming Lender
on such date.




          SECTION 2.20 Extension of Termination Date. (a) At least 45 days but not more than
75 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative
Agent, may request an extension of the Termination Date in effect at such time by one calendar year
from its then scheduled expiration; provided, however, that, if the Borrower does not request an
extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but
shall not be obligated to, request that the Termination Date be extended for two consecutive
calendar years from its then scheduled expiration by making a request therefor in a timely manner
prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each
Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30
days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in
writing as to whether such Lender will consent to such extension. If any Lender shall fail to
notify the Administrative Agent and the Borrower in writing of its consent to any such request for
extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender
shall be deemed to be a Declining Lender with respect to such request. The Administrative Agent
shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the
decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date.




26









 








          (b) If all of the Lenders consent in writing to any such request in accordance with subsection
(a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at such
next Anniversary Date (the “Extension Date”), be extended for one calendar year or two calendar
years, as properly requested; provided that on each Extension Date, no Event of Default, or event
that with the giving of notice or passage of time or both would constitute an Event of Default,
shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all
of the Lenders consent in writing to any such request in accordance with subsection (a) of this
Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable
Extension Date, be extended as to those Lenders that so consented (each an “Extending Lender”) but
shall not be extended as to any other Lender (each a “Declining Lender”). To the extent that the
Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment
of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to
the applicable Extension Date, the Commitment of such Declining Lender shall automatically
terminate in whole on such unextended Termination Date without any further notice or other action
by the Borrower, such Lender or any other Person and any outstanding Advances due to such Declining
Lender shall be paid in full on such unextended Termination Date; provided that such Declining
Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05,
shall survive the Termination Date for such Lender as to matters occurring prior to such date. It
is understood and agreed that no Lender shall have any obligation whatsoever to agree to any
request made by the Borrower for any requested extension of the Termination Date.




          (c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending
Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a
Declining Lender’s Commitment as of the applicable Extension Date being an “Assuming Lender”) to
assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the
obligations of such Declining Lender under this Agreement thereafter arising, without recourse to
or warranty by, or expense to, such Declining Lender; provided, however, that the amount of the
Commitment of any such Assuming Lender as a result of such substitution shall in no event be less
than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than
$25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and
provided further that:





     (i) any such Extending Lender or Assuming Lender shall have paid to such Declining
Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the
effective date of the assignment on, the outstanding Advances, if any, of such Declining
Lender plus (B) any accrued but unpaid fees owing to such Declining Lender as of the
effective date of such assignment;




     (ii) all additional costs reimbursements, expense reimbursements and indemnities
payable to such Declining Lender, and all other accrued and unpaid amounts owing to such
Declining Lender hereunder, as of the effective date of such assignment shall have been paid
to such Declining Lender; and




     (iii) with respect to any such Assuming Lender, the applicable processing and
recordation fee required under Section 8.07(a) for such assignment shall have been paid;


provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and
its obligations under Section 7.05, shall survive such substitution as to matters occurring prior
to the date of substitution. At least three Business Days prior to any Extension Date, (A) each
such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an
assumption agreement, in form and substance satisfactory to the Borrower and the Administrative
Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Declining Lender,
the Borrower and the Administrative Agent, (B) any such Extending Lender shall have delivered
confirmation in writing


27









 






satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its
Commitment and (C) each Declining Lender being replaced pursuant to this Section 2.20 shall have
delivered to the Administrative Agent any Note or Notes held by such Declining Lender. Upon the
payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately
preceding sentence, each such Extending Lender or Assuming Lender, as of the Extension Date, will
be substituted for such Declining Lender under this Agreement and shall be a Lender for all
purposes of this Agreement, without any further acknowledgment by or the consent of the other
Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions
hereof, be released and discharged.




          (d) If all of the Extending and Assuming Lenders (after giving effect to any assignments and
assumptions pursuant to subsection (c) of this Section 2.20) consent in writing to a requested
extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution
and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such
Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Event of
Default, or event that with the giving of notice or passage of time or both would constitute an
Event of Default, shall have occurred and be continuing as of such Extension Date, or shall occur
as a consequence thereof, the Termination Date then in effect shall be extended for the additional
one-year period or two-year period, as the case may be, as described in subsection (a) of this
Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Termination
Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension
Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the
Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender)
of the extension of the scheduled Termination Date in effect immediately prior thereto and shall
thereupon record in the Register the relevant information with respect to each such Extending
Lender and each such Assuming Lender.




ARTICLE III




CONDITIONS OF LENDING




          SECTION 3.01 Conditions Precedent to Each Borrowing. The obligation of each Lender
to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be
subject to the further conditions precedent that the Effective Date shall have occurred and on the
date of such Borrowing the following statements shall be true (and each of the giving of the
applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing
shall constitute a representation and warranty by the Borrower that on the date of such Borrowing
such statements are true):




          (a) the representations and warranties contained in Section 4.01 are true and correct in all
material respects on and as of the date of such Borrowing, before and after giving effect to such
Borrowing and to the application of the proceeds therefrom, as though made on and as of such date
(except to the extent that such representations and warranties relate to an earlier date, in which
case such representations and warranties shall have been correct in all material respects on and as
of such earlier date); and




          (b) no event has occurred and is continuing, or would result from such Borrowing or from the
application of the proceeds therefrom, which constitutes an Event of Default or would constitute an
Event of Default but for the requirement that notice be given or time elapse or both.




28









 








ARTICLE IV




REPRESENTATIONS AND WARRANTIES




          SECTION 4.01 Representations and Warranties of the Borrower. The Borrower represents
and warrants as of the Effective Date and from time to time thereafter as required under this
Agreement as follows:




          (a) The Borrower is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware. The Borrower, Disney and ABC are duly qualified and in good
standing as foreign corporations authorized to do business in each jurisdiction (other than the
respective jurisdictions of their incorporation) in which the nature of their respective activities
or the character of the properties they own or lease make such qualification necessary and in which
the failure so to qualify would have a material adverse effect on the financial condition or
operations of the Borrower and its Subsidiaries, taken as a whole.




          (b) The execution, delivery and performance by the Borrower of this Agreement and each of the
Notes, if any, delivered hereunder are within the Borrower’s corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or
by-laws or (ii) any law, rule, regulation, order, writ, judgment, injunction, decree, determination
or award or any material contractual restriction binding on or affecting the Borrower, Disney or
ABC; no authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery and
performance by the Borrower of this Agreement or the Notes, if any; and this Agreement is and each
of the Notes, when delivered hereunder, will be the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with their respective terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’
rights generally and general principles of equity.




          (c) The Borrower’s most recent annual report on Form 10-K containing the consolidated balance
sheet of the Borrower and its Subsidiaries, and the related consolidated statements of income and
of cash flows of the Borrower and its Subsidiaries, copies of which have been furnished to each
Lender pursuant to Section 5.01(e)(ii) or as otherwise furnished to the Lenders, fairly present the
consolidated financial condition of the Borrower and its Subsidiaries as at the date of such
balance sheet and the consolidated results of operations of the Borrower and its Subsidiaries for
the fiscal year ended on such date, all in accordance with generally accepted accounting principles
consistently applied.




          (d) There is no pending or, to the Borrower’s knowledge, threatened claim, action or
proceeding affecting the Borrower or any of its Subsidiaries which could reasonably be expected to
have a material adverse effect on the financial condition or operations of the Borrower and its
Subsidiaries, taken as a whole, or which could reasonably be expected to affect the legality,
validity or enforceability of this Agreement; and to the Borrower’s knowledge, the Borrower and
each of its Subsidiaries have complied, and are in compliance, with all applicable laws, rules,
regulations, permits, orders, consent decrees and judgments, except for any such matters which have
not had, and would not reasonably be expected to have, a material adverse effect on the financial
condition or operations of the Borrower and its Subsidiaries, taken as a whole.




          (e) The Borrower and the ERISA Affiliates have not incurred and are not reasonably expected to
incur any material liability in connection with their Single Employer Plans or Multiple Employer
Plans, other than ordinary liabilities for benefits; neither the Borrower nor any ERISA Affiliate
has incurred or is reasonably expected to incur any material withdrawal liability (as defined in
Part I of Subtitle E of Title IV of ERISA) to any Multiemployer Plan; and no Multiemployer Plan of
the Borrower




29









 







or any ERISA Affiliate is reasonably expected to be in reorganization or to be terminated,
within the meaning of Title IV of ERISA.




          SECTION 4.02 Additional Representations and Warranties of the Borrower as of Each
Increase Date and Each Extension Date. The Borrower represents and warrants on each Increase
Date and each Extension Date (and at no other time) that, as of each such date, the following
statements shall be true:




          (a) there has been no material adverse change in the business, financial condition or
operations of the Borrower and its Subsidiaries, taken as a whole, since the date of the audited
financial statements of the Borrower and its Subsidiaries most recently delivered to the Lenders
pursuant to Section 5.01(e)(ii) prior to the applicable Increase Date or Extension Date, as the
case may be (except as disclosed in periodic or other reports filed by the Borrower and its
Subsidiaries pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, during the
period from the date of the most recently delivered audited financial statements of the Borrower
and its Subsidiaries pursuant to Section 5.01(e)(ii) to the date of the request for an increase in
the aggregate Commitments related to such Increase Date or for an extension of the Termination Date
then in effect related to such Extension Date, as the case may be); and




          (b) the representations and warranties contained in Section 4.01 are correct in all material
respects on and as of such date, as though made on and as of such date (except to the extent that
such representations and warranties relate to an earlier date, in which case such representations
and warranties shall have been correct in all material respects on and as of such earlier date).




ARTICLE V




COVENANTS OF THE BORROWER




          SECTION 5.01 Affirmative Covenants. So long as any Advance shall remain unpaid or
any Lender shall have any Commitment hereunder, the Borrower will, unless the Majority Lenders
shall otherwise consent in writing:




          (a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply,
in all material respects with all applicable laws, rules, regulations, permits, orders, consent
decrees and judgments binding on the Borrower and its Subsidiaries, including ERISA and the Patriot
Act, the failure with which to comply would have a material adverse effect on the financial
condition or operations of the Borrower and its Subsidiaries, taken as a whole.




          (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to
pay and discharge, before the same shall become delinquent, if the failure to so pay and discharge
would have a material adverse effect on the financial condition or operations of the Borrower and
its Subsidiaries, taken as a whole, (i) all taxes, assessments and governmental charges or levies
imposed upon it or upon its property, and (ii) all lawful claims which, if unpaid, will by law
become a Lien upon its property; provided, however, that neither the Borrower nor any of its
Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy or claim
which is being contested in good faith and by proper proceedings and as to which appropriate
reserves are being maintained in accordance with GAAP.




          (c) Preservation of Corporate Existence, Etc. Subject to Section 5.02(a), preserve
and maintain, and cause each of Disney and ABC to preserve and maintain, its corporate existence,
rights (charter and statutory) and franchises; provided, however, that none of the Borrower, Disney
or ABC shall be required to preserve any right or franchise if the loss thereof would not have a
material adverse effect




30









 







on the business, financial condition or operations of the Borrower and its Subsidiaries, taken
as a whole; and provided further, however, that neither Disney nor ABC shall be required to
preserve its corporate existence if the loss thereof would not have a material adverse effect on
the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a
whole.




          (d) Maintenance of Interest Coverage Ratio. Maintain as of the last day of each
fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower following
the Effective Date, a ratio of (i) Consolidated EBITDA for the Measurement Period ending on such
day to (ii) Consolidated Interest Expense for the Measurement Period ending on such day, of not
less than 3 to 1.




          (e) Reporting Requirements. Furnish to the Administrative Agent, on behalf of the
Lenders:





     (i) as soon as available and in any event within 50 days after the end of each of the
first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s quarterly
report to shareholders on Form 10-Q as filed with the Securities and Exchange Commission
(the “SEC”), in each case containing a consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such quarter and consolidated statements of income and of cash
flows of the Borrower and its Subsidiaries for the period commencing at the end of the
previous fiscal year and ending with the end of such quarter, and a certificate of any of
the Borrower’s Chairman of the Board of Directors, President, Chief Financial Officer,
Treasurer, Assistant Treasurer or Controller (A) stating that no Event of Default, or event
that with the giving of notice or passage of time or both would constitute an Event of
Default, has occurred and is continuing and (B) containing a schedule which shall set forth
the computations used by the Borrower in determining compliance with the covenant contained
in Section 5.01(d);




     (ii) as soon as available and in any event within 100 days after the end of each fiscal
year of the Borrower, a copy of the Borrower’s annual report to shareholders on Form 10-K as
filed with the SEC, in each case containing consolidated financial statements of the
Borrower and its Subsidiaries for such year and a certificate of any of the Borrower’s
Chairman of the Board of Directors, President, Chief Financial Officer, Treasurer, Assistant
Treasurer or Controller (A) stating that no Event of Default, or event that with the giving
of notice or passage of time or both would constitute an Event of Default, has occurred and
is continuing and (B) containing a schedule which shall set forth the computations used by
the Borrower in determining compliance with the covenant contained in Section 5.01(d);




     (iii) promptly after the Borrower obtains actual knowledge of the occurrence of each
Event of Default, and each event that with the giving of notice or passage of time or both
would constitute an Event of Default, a statement of any of the Borrower’s Chairman of the
Board of Directors, President, Chief Financial Officer, Treasurer, Assistant Treasurer or
Controller setting forth details of such Event of Default or event continuing on the date of
such statement, and the action which the Borrower has taken and proposes to take with
respect thereto;




     (iv) promptly after the commencement thereof, notice of any actions, suits and
proceedings before any court or governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries
of the type described in Section 4.01(d);




     (v) promptly after the Borrower obtains actual knowledge thereof, written notice of any
pending or threatened Environmental Claim against the Borrower or any of its Subsidiaries or
any of their respective properties which could reasonably be expected to




31










 







materially and adversely affect the financial condition or operations of the Borrower
and its Subsidiaries, taken as a whole;




          (vi) promptly after the Borrower obtains actual knowledge of the occurrence of any
ERISA Event which could reasonably be expected to materially and adversely affect the
financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, a
statement of any of the Borrower’s Chairman of the Board of Directors, President, Chief
Financial Officer, Treasurer, Assistant Treasurer or Controller describing such ERISA Event
and the action, if any, which the Borrower has taken and proposes to take with respect
thereto;




          (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate from the
sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA
Affiliate concerning (A) the imposition of withdrawal liability (as defined in Part I of
Subtitle E of Title IV of ERISA) by a Multiemployer Plan, which withdrawal liability
could reasonably be expected to materially and adversely affect the financial condition or
operations of the Borrower and its Subsidiaries, taken as a whole, (B) the reorganization or
termination, within the meaning of Title IV of ERISA, of any Multiemployer Plan, which
reorganization or termination could reasonably be expected to materially adversely affect
the financial condition or operations of the Borrower and its Subsidiaries, taken as a
whole, or (C) the amount of liability incurred, or which may be incurred, by the Borrower or
any ERISA Affiliate in connection with any event described in subclause (vii)(A) or (vii)(B)
above; and




          (viii) such other material information reasonably related to any Lender’s credit
analysis of the Borrower or any of its Subsidiaries as any Lender through the Administrative
Agent may from time to time reasonably request.



          SECTION 5.02 Negative Covenants. So long as any Advance shall remain unpaid or any
Lender shall have any Commitment hereunder, the Borrower will not, without the written consent of
the Majority Lenders:




          (a) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series of transactions) all or
substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole (whether now
owned or hereafter acquired), to, any Person, or permit any of its Subsidiaries to do so, unless
(i) immediately after giving effect to such proposed transaction, no Event of Default or event
which, with the giving of notice or lapse of time, or both, would constitute an Event of Default
would exist and (ii) in the case of any such merger to which the Borrower is a party, the Borrower
is the surviving corporation.




ARTICLE VI

EVENTS OF DEFAULT




          SECTION 6.01 Events of Default. If any of the following events (“Events of Default”)
shall occur and be continuing:




          (a) The Borrower shall fail to pay any principal of any Advance when the same becomes due and
payable; or the Borrower shall fail to pay any interest on any Advance, or any fee or other amount
payable under this Agreement, in each case within three Business Days after such interest, fee or
other amount becomes due and payable; or



32









 





             (b) Any representation or warranty made by the Borrower herein or by the Borrower (or any of
its officers) delivered in writing and identified as delivered in connection with this Agreement
shall prove to have been incorrect in any material respect when made; or



             (c) The Borrower shall fail to perform or observe any covenant contained in Section 5.01(d),
Section 5.01(e)(iii) or Section 5.02; or



             (d) The Borrower shall fail to perform or observe any other term, covenant or agreement
contained in this Agreement on its part to be performed or observed if the failure to perform or
observe such other term, covenant or agreement shall remain unremedied for 30 days after written
notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or



             (e) The Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or
interest on any Debt of the Borrower or such Subsidiary which is outstanding in a principal amount
of at least $250,000,000 in the aggregate (but excluding Debt arising hereunder), when the same
becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise), and such failure (i) shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt and (ii) shall not have been cured
or waived; or any other event shall occur or condition shall exist under any agreement or
instrument relating to any such Debt and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be
declared to be due and payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or
defease such Debt shall be required to be made, in each case prior to the stated maturity thereof;
or



             (f) The Borrower or any Material Subsidiary shall generally not pay its Debts as such Debts
become due, or shall admit in writing its inability to pay its Debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or
against the Borrower or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent,
or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for substantially all of its property and,
in the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Borrower or any Material Subsidiary shall
take any corporate action to authorize any of the actions set forth above in this subsection (f);
or



             (g) Any money judgment, writ or warrant of attachment or similar process against the Borrower,
any Material Subsidiary or any of their respective assets involving in any case an amount in excess
of $100,000,000 is entered and shall remain undischarged, unvacated, unbonded or unstayed for a
period of 30 days or, in any case, within five days of any pending sale or disposition of any asset
pursuant to any such process;



then, and in any such event, the Administrative Agent shall at the request, or may with the
consent, of the Majority Lenders, by notice to the Borrower, (A) declare the obligation of each
Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (B)
declare the Advances, all interest thereon and all other amounts payable under this Agreement to be
forthwith due and payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by



33









 




the Borrower; provided, however, that in the event of an
actual or deemed entry of an order for relief with respect to the Borrower under the Federal
Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be
terminated, and (B) the Advances, all such interest and all such amounts shall automatically become
and be due and payable, without presentment, demand, protest or notice of any kind, all of which
are hereby expressly waived by the Borrower.




ARTICLE VII

THE ADMINISTRATIVE AGENT




          SECTION 7.01 Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are reasonably incidental
thereto. As to any matters not expressly provided for by this Agreement (including, without
limitation, enforcement of this Agreement or collection of the Advances), the Administrative Agent
shall not be required to exercise any discretion or take any action, but shall be required to act
or to refrain from acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Lenders, and such instructions shall be binding upon all
Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be
required to take any action which exposes the Administrative Agent to personal liability or which
is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each
Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this
Agreement.




             (b) The Syndication Agent, the Co-Documentation Agents and the Arrangers shall have no duties
under this Agreement other than those afforded to them in their capacities as Lenders, and each
Lender hereby acknowledges that the Syndication Agent, the Co-Documentation Agents and the
Arrangers have no liability under this Agreement other than those assumed by them in their
capacities as Lenders.



          SECTION 7.02 Administrative Agent’s Reliance, Etc. Neither the Administrative Agent
nor any of its directors, officers, agents or employees shall be liable to any Lender for any
action taken or omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without limitation of the
generality of the foregoing, the Administrative Agent: (i) may treat the Lender which made any
Advance as the holder of the Debt resulting therefrom until the Administrative Agent receives and
accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.19 or
2.20, as the case may be, or an Assignment and Acceptance entered into by such Lender, as assignor,
and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal
counsel (including counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty
or representation to any Lender and shall not be responsible to any Lender for any statements,
warranties or representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement on the part of the
Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall
not be responsible to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any instrument or document furnished
pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate or other instrument or writing (which may be by telecopier)
believed by it to be genuine and signed or sent by the proper party or parties.




34









 








          SECTION 7.03 CUSA and Affiliates. With respect to its Commitment and the Advances
made by it and any Note or Notes issued to it, CUSA shall have the same rights and powers under
this Agreement as any other Lender and may exercise the same as though it were not the
Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated, include CUSA in its individual capacity. CUSA and its respective Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept investment banking
engagements from, and generally engage in any kind of business with, the Borrower, any of its
Subsidiaries and any Person who may do business with or own securities of the
Borrower or any such Subsidiary, all as if CUSA was not the Administrative Agent and without
any duty to account therefor to the Lenders.




          SECTION 7.04 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on
the financial statements referred to in Section 4.01(c) and such other documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender also acknowledges 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 this Agreement.




          SECTION 7.05 Indemnification. The Lenders agree to indemnify the Administrative
Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal
amounts of Advances then owing to each of them (or, if no Advances are at the time outstanding or
if any Advances are then owing to Persons which are not Lenders, ratably according to the
respective amounts of their Commitments), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative
Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the
Administrative Agent under this Agreement; provided that no Lender shall be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the
Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses
(including reasonable counsel fees) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal or bankruptcy proceedings or otherwise) of, or legal advice in respect
of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is
not reimbursed for such expenses by the Borrower.




          SECTION 7.06 Successor Administrative Agent. The Administrative Agent may resign at
any time by giving written notice thereof to the Lenders and the Borrower and such resignation
shall be effective upon the appointment of a successor Administrative Agent as provided herein.
Upon any such resignation, the Majority Lenders shall have the right to appoint a successor
Administrative Agent. If no successor Administrative Agent shall have been so appointed by the
Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring
Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may,
on behalf of the Lenders, appoint a successor Administrative Agent. Any successor Administrative
Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the
United States or of any State thereof, or an Affiliate of any such commercial bank, having a
combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, discretion,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement. After any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this




35









 







Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement.




ARTICLE VIII

MISCELLANEOUS




          SECTION 8.01 Amendments, Etc. (a) No amendment or waiver of any provision of this
Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed
by all the Lenders (other than the Borrower or any of its Affiliates, if a Lender, at the time of
any such amendment, waiver or consent), do any of the following: (a) waive any of the conditions
specified in Section 3.01, (b) increase the Commitments of the Lenders (other than as provided in
Section 2.19) or subject the Lenders to any additional obligations, (c) reduce the principal of, or
interest on, the Advances or the fees payable hereunder, (d) postpone any date fixed for any
payment of principal of, or interest on, the Advances (other than as provided in Section 2.20) or
any fee, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount
of Advances, or the number of Lenders, which shall be required for the Lenders or any of them to
take any action hereunder or (f) amend this Section 8.01; and provided further that no amendment,
waiver or consent shall, unless in writing and signed by the Administrative Agent, in addition to
the Lenders required above to take such action, affect the rights or duties of the Administrative
Agent under this Agreement or any Note.




             (b) Limitation of Scope. All waivers and consents granted under this Section 8.01
shall be effective only in the specific instance and for the specific purpose for which given.



          SECTION 8.02 Notices, Etc. (a) All notices and other communications provided for
hereunder shall, except as otherwise expressly provided for herein, be in writing (including
telecopier communication) and mailed, telecopied or delivered, if to the Borrower, at its address
at:



The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

Attention: Vice President, Corporate Finance and Assistant Treasurer

Telecopier Number: (818) 563-1682;




with a copy to:



The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

Attention: Vice President – Counsel, Corporate Legal Department

Telecopier Number: (818) 563-4160;




if to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule I
hereto; if to any other Lender, at its Domestic Lending Office specified in the Assumption
Agreement or the Assignment and Acceptance pursuant to which it became a Lender, as the case may
be; and if to the Administrative Agent, at its address at:



Citicorp USA, Inc.

Two Penns Way, Second Floor




36









 







New Castle, Delaware 19720

Attention: Global Loans — Support — Agency Department

Phone Number: (302) 894-6054

Telecopy Number: (302) 894-6120;




with a copy to:



Citicorp USA, Inc.

787 West Fifth Street, 29th Floor

Los Angeles, California 90071

Attention: Greg Davis

Phone Number: (213) 239-1896

Telecopier Number: (213) 239-1899;



or, as to each party, as such other address as shall be designated by such party in a written
notice to the other parties, provided that materials required to be delivered pursuant to Section
5.01(e)(i) or (ii) shall be delivered to the Administrative Agent as specified in Section 8.02(b)
or as otherwise specified to the Borrower by the Agent. All such notices and communications shall,
when mailed, telecopied or emailed, be effective when deposited in the mails, telecopied, or
confirmed by email, respectively, except that notices and communications to the Administrative
Agent pursuant to Article II or VII shall not be effective until received by the Administrative
Agent, as the case may be. Delivery by telecopier of an executed counterpart of any amendment or
waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and
delivered hereunder shall be effective as delivery of an original executed counterpart thereof.




          (b) So long as Citibank or any of its Affiliates is the Administrative Agent, materials
required to be delivered pursuant to Section 5.01(e)(i) and (ii) shall be delivered to the
Administrative Agent in an electronic medium in a format acceptable to the Administrative Agent and
the Lenders by e-mail at oploanswebadmin@citigroup.com. The Borrower agrees that the
Administrative Agent may make such materials, as well as any other written information, documents,
instruments (other than the Notes) and other material relating to the Borrower, any of its
Subsidiaries or any other materials or matters relating to this Agreement or any of the
transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by
posting such notices on Intralinks, “e-disclosure”, the Administrative Agent’s internet delivery
system that is part of Fixed Income Direct, Global Fixed Income’s primary web portal, or a
substantially similar electronic system (the “Platform”). The Borrower acknowledges that (i) the
distribution of material through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution, (ii) the Platform is provided
“as is” and “as available” and (iii) neither the Administrative Agent nor any of its Affiliates
warrants the accuracy, adequacy or completeness of the Communications or the Platform and each
expressly disclaims liability for errors or omissions in the Communications or the Platform. No
warranty of any kind, express, implied or statutory, including, without limitation, 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 the Administrative Agent or any of its
Affiliates in connection with the Platform.




          (c) Each Lender agrees that notice to it (as provided in the next sentence) (a “Notice”)
specifying that any Communications have been posted to the Platform shall constitute effective
delivery of such information, documents or other materials to such Lender for purposes of this
Agreement; provided that if requested by any Lender the Administrative Agent shall deliver a copy
of the Communications to such Lender by email or telecopier. Each Lender agrees (i) to notify the
Agent in
writing of such Lender’s e-mail addresses to which a Notice may be sent by electronic
transmission (including by electronic communication) on or before the date such Lender becomes a
party to this




37









 







Agreement (and from time to time thereafter to ensure that the Administrative Agent
has on record effective e-mail addresses for such Lender) and (ii) that any Notice may be sent to
such e-mail address.




          SECTION 8.03 No Waiver; Remedies. No failure on the part of any Lender or the
Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.




          SECTION 8.04 Costs and Expenses. (a) The Borrower agrees to pay, within five
Business Days of demand, all actual and reasonable costs and expenses, if any (including, without
limitation, actual and reasonable counsel fees and expenses), of the Administrative Agent and each
Lender in connection with the enforcement (whether through legal proceedings or otherwise) of this
Agreement and the other instruments and documents to be delivered hereunder, including, without
limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under
this Section 8.04(a).




             (b) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made
other than on the last day of the Interest Period for such Advance, as a result of a payment or
Conversion pursuant to Section 2.08(f) or 2.10 or acceleration of the maturity of the Advances
pursuant to Section 6.01 or for any other reason (other than by reason of a payment pursuant to
Section 2.12), the Borrower shall, within five Business Days of demand by any Lender (with a copy
of such demand to the Administrative Agent), pay to such Lender any amounts required to compensate
such Lender for any additional losses, costs or expenses which it may reasonably incur as a result
of such payment or Conversion, including, without limitation, any loss, cost or expense incurred by
reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to
fund or maintain such Advance. All obligations of the Borrower under this Section 8.04 shall
survive the making and repayment of the Advances and the termination of this Agreement.



          SECTION 8.05 Right of Set-off. Upon (i) the occurrence and during the continuance of
any Event of Default and (ii) the making of the request or the granting of the consent specified by
Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant
to the provisions of Section 6.01, each Lender (and, in the case of CUSA, Citibank) 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, but
excluding trust accounts) at any time held and other indebtedness at any time owing by such Lender
(and, in the case of CUSA, Citibank) to or for the credit or the account of the Borrower against
any and all of the obligations of the Borrower now or hereafter existing under this Agreement,
whether or not such Lender shall have made any demand under this Agreement. Each Lender agrees
promptly to notify the Borrower after any such setoff and application made by such Lender (and, in
the case of CUSA, Citibank); provided, that, the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender (and, in the case of CUSA,
Citibank) under this Section are in addition to other rights and remedies (including, without
limitation, other rights of setoff) which such Lender may have.




          SECTION 8.06 Binding Effect. This Agreement shall become effective on and as of the date (the “Effective Date”) when (i)
all fees owing under the Existing Credit Agreement shall have been paid in full, (ii) it shall have
been executed by the Borrower, the Administrative Agent and each Co-Documentation Agent, and (iii)
the Administrative Agent shall have been notified by each Initial Lender that such Initial Lender
has executed it and, thereafter, shall be binding upon and inure to the benefit of the Borrower,
the Administrative Agent, each Co-Documentation Agent and each Lender and their




38









 







respective
successors and permitted assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the Lenders.




          SECTION 8.07 Assignments and Participations. (a) Each Lender may and, if requested
by the Borrower upon notice by the Borrower delivered to such Lender and the Administrative Agent
pursuant to clause (ii) of Section 2.16, will, assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and the Advances owing to it and any Note or Notes held by it; provided,
however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations under this Agreement, (ii) the amount (without duplication) of the
Commitment and pro-rata share of outstanding Advances of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) shall
not be less than $12,500,000 (unless the assigning Lender shall assign its entire interest
hereunder or such lesser amount is previously agreed among such assigning Lender, the
Administrative Agent and the Borrower) or an integral multiple of $500,000 in excess thereof, (iii)
the sum of (A) the amount (without duplication) of the Commitment and pro-rata share of outstanding
Advances of the assigning Lender being assigned pursuant to each such assignment and (B) the amount
of the commitment and pro-rata share of outstanding advances of the assigning Lender being
contemporaneously assigned under the Five-Year Credit Agreement by the Person that is such
assigning Lender (in both cases determined as of the date of the Assignment and Acceptance or
similar agreement with respect to such assignments) shall not be less than $25,000,000 in the
aggregate (unless the assigning Lender shall assign its entire interest hereunder and thereunder or
such lesser amount is previously agreed among such assigning Lender, the Administrative Agent and
the Borrower) or an integral multiple of $1,000,000 in excess thereof, provided, however, that if
the aggregate amount of the Commitment of such assigning Lender hereunder and its commitment under
the Five-Year Credit Agreement is less than $25,000,000 on the date of such proposed assignments,
such assigning Lender may assign all, but not less than all, of its remaining rights and
obligations under this Agreement and the Five-Year Credit Agreement (unless an assignment of a
portion of such assigning Lender’s obligations hereunder and thereunder is otherwise previously
agreed among such assigning Lender, the Administrative Agent and the Borrower), (iv) each such
assignment shall be to an Eligible Assignee, and (v) the parties to each such assignment (other
than the Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with a processing and recordation
fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a
party hereto and, to the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other
than any rights such Lender assignor may have under Sections 2.11, 2.14 and 8.08) and be released
from its obligations under this Agreement (and, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).




          (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder
and the assignee thereunder confirm to and agree with each other and the other parties hereto
as follows: (i) other than as provided in such Assignment and Acceptance, such assigning
Lender makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement
or any instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the Borrower or any of its Subsidiaries or the performance or observance by the Borrower of any of
its obligations under this Agreement or any




39









 







instrument or document furnished pursuant hereto; (iii)
such assignee confirms that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01(c) and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into such Assignment
and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative
Agent, such assigning Lender 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 this Agreement; (v) such assignee confirms that it is an Eligible Assignee;
(vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to the Administrative
Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by it as a Lender.




          (c) The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy
of each Assignment and Acceptance and each Assumption Agreement delivered to and accepted by it and
a register for the recordation of the names and addresses of the Lenders and the Commitment of, and
principal amount of the Advances owing to, each Lender from time to time (the “Register”). The
entries in the Register shall be conclusive and binding for all purposes, absent manifest error,
and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice.




          (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an
assignee representing that it is an Eligible Assignee and, if applicable, the Borrower, together
with any Note subject to such assignment, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii)
give prompt notice thereof to the Borrower.




          (e) Each Lender may sell participations to one or more banks or other entities in or to all or
a portion of its rights and obligations under this Agreement (including, without limitation, all or
a portion of its Commitment and the Advances owing to it and any Note issued to it hereunder);
provided, however, that (i) such Lender’s obligations under this Agreement (including, without
limitation, its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations, (iii) the
Borrower, the Administrative Agent 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
(iv) such Lender shall not agree in any participation agreement with any participant or proposed
participant to obtain the consent of such participant before agreeing to the amendment,
modification or waiver of any of the terms of this Agreement or any Note, before consenting to any
action or failure to act by the Borrower or any other party hereunder or under any Note, or before
exercising any rights it may have in respect thereof, unless such amendment, modification, waiver,
consent or exercise would (A) increase the amount of such participant’s portion of such Lender’s
Commitment, (B) reduce the principal amount of or rate of interest
on the Advances, or any fee or other amounts payable hereunder to which such participant would
be entitled to receive a share under such participation agreement, or (C) postpone any date fixed
for any payment of principal of or interest on the Advances, for amounts due with respect to any
fee or other amounts payable hereunder to which such participant would be entitled to receive a
share under such participation agreement.




40









 








             (f) Any Lender may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed
assignee or participant any information relating to the Borrower furnished to such Lender by or on
behalf of the Borrower in writing and directly related to the transactions contemplated hereunder;
provided that, prior to any such disclosure, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any confidential information relating to
the Borrower received by it from such Lender in accordance with the terms of Section 8.09.



             (g) No participation or assignment hereunder shall be made in violation of the Securities Act
of 1933, as amended from time to time, or any applicable state securities laws, and each Lender
hereby represents that it will make any Advance for its own account in the ordinary course of its
business and not with a view to the public distribution or sale thereof.



             (h) Anything in this Agreement to the contrary notwithstanding, any Lender may at any time
assign or create a security interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and any Note issued to it hereunder) in
favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System (or any successor regulation thereto) and the applicable operating circular
of such Federal Reserve Bank.



          SECTION 8.08 Indemnification. The Borrower agrees to indemnify and hold harmless the
Administrative Agent, each Co-Documentation Agent and each Lender and each of their Affiliates and
their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”)
from and against any and all claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted against
any Indemnified Party, in each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation, litigation or proceeding
(whether or not an Indemnified Party is a party thereto) arising out of, related to or in
connection with the Commitments hereunder or the Advances made pursuant hereto or any transactions
done in connection herewith, including, without limitation, any transaction in which any proceeds
of the Advances are, or are proposed, to be applied, (collectively, the “Indemnified Matters”);
provided that the Borrower shall have no obligation to any Indemnified Party under this Section
8.08 with respect to (i) matters for which such Indemnified Party has been reimbursed by or on
behalf of the Borrower pursuant to any other provision of this Agreement, but only to the extent of
such reimbursement, or (ii) Indemnified Matters found by a court of competent jurisdiction to have
resulted from the willful misconduct or gross negligence of such Indemnified Party. If any action
is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Borrower
in writing of the institution of such action and the Borrower shall thereupon have the right, at
its option, to elect to assume the defense of such action; provided, however, that the Borrower
shall not, in assuming the defense of any Indemnified Party in any Indemnified Matter, agree to any
dismissal or settlement of such Indemnified Matter without the prior written consent of such
Indemnified Party, which consent shall not be unreasonably withheld, if such dismissal or
settlement (A) would require any admission or acknowledgment of culpability or wrongdoing by such
Indemnified Party or (B) would provide for any nonmonetary relief to any Person to be performed by
such Indemnified Party. If the Borrower so elects, it
shall promptly assume the defense of such action, including the employment of counsel
(reasonably satisfactory to such Indemnified Party) and payment of expenses. Such Indemnified
Party shall have the right to employ its or their own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the
employment of such counsel shall have been authorized in writing by the Borrower in connection with
the defense of such action or (2) the Borrower shall not have properly employed counsel reasonably
satisfactory to such Indemnified Party to have charge of the defense of such action, in which case
such fees and expenses shall be paid by the Borrower. If an Indemnified Party shall have
reasonably concluded (based upon the advice of counsel)




41









 







that the representation by one counsel of
such Indemnified Party and the Borrower creates a conflict of interest for such counsel, the
reasonable fees and expenses of such counsel shall be borne by the Borrower and the Borrower shall
not have the right to direct the defense of such action on behalf of such Indemnified Party (but
shall retain the right to direct the defense of such action on behalf of the Borrower). Anything
in this Section 8.08 to the contrary notwithstanding, the Borrower shall not be liable for the fees
and expenses of more than one counsel for any Indemnified Party in any jurisdiction as to any
Indemnified Matter or for any settlement of any Indemnified Matter effected without its written
consent. All obligations of the Borrower under this Section 8.08 shall survive the making and
repayment of the Advances and the termination of this Agreement.




          SECTION 8.09 Confidentiality. None of the Administrative Agent or Lenders may
disclose to any Person any confidential, proprietary or non-public information of the Borrower
furnished to the Administrative Agent or the Lenders by the Borrower or any of its Subsidiaries
(such information being referred to collectively herein as the “Borrower Information”), except that
each of the Administrative Agent and each of the Lenders may disclose Borrower Information (i) to
its and its Affiliates’ employees, officers, directors, agents, auditors and advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Borrower Information and instructed to keep such Borrower Information confidential
on substantially the same terms as provided herein), (ii) to the extent requested by any regulatory
authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (iv) to any other party to this Agreement, (v) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or
the enforcement of rights hereunder, (vi) subject to an agreement containing provisions
substantially the same as those of this Section 8.09 to any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations under this Agreement,
(vii) to the extent such Borrower Information (A) is or becomes generally available to the public
on a non-confidential basis other than as a result of a breach of this Section 8.09 by the
Administrative Agent or such Lender, or (B) is or becomes available to the Administrative Agent or
such Lender on a non-confidential basis from a source other than the Borrower, provided such source
is not bound by a confidentiality agreement or other legal or fiduciary obligations of secrecy with
the Borrower with respect to the Borrower Information, and (viii) with the consent of the Borrower.




          SECTION 8.10 Patriot Act. Each Lender and the Administrative Agent hereby notifies
the Borrower that, pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies the Borrower, which information includes the name and
address of the Borrower and other information that will allow it to identify the Borrower in
accordance with the Patriot Act. The Borrower shall promptly provide such information upon request
by any Lender or Administrative Agent.




          SECTION 8.11 Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent
that they may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could purchase Dollars with such
other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business
Day preceding that on which final judgment is given.




          (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in a Committed Currency into Dollars, the parties agree to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at which in accordance
with normal banking procedures the Administrative Agent could purchase such Committed Currency with
Dollars at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day
preceding that on which final judgment is given.




42









 








             (c) The obligation of the Borrower in respect of any sum due from it in any currency (the
“Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any
judgment in any other currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be
so due in such other currency, such Lender or the Administrative Agent (as the case may be) may in
accordance with normal banking procedures purchase the applicable Primary Currency with such other
currency; if the amount of the applicable Primary Currency so purchased is less than such sum due
to such Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency,
the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify
such Lender or the Administrative Agent (as the case may be) against such loss, and if the amount
of the applicable Primary Currency so purchased exceeds such sum due to any Lender or the
Administrative Agent (as the case may be) in the applicable Primary Currency, such Lender or the
Administrative Agent (as the case may be) agrees to remit to the Borrower such excess.



          SECTION 8.12 Consent to Jurisdiction and Service of Process. All judicial
proceedings brought against the Borrower with respect to this Agreement or any instrument or other
documents delivered hereunder may be brought in any state or federal court in the Borough of
Manhattan in the State of New York, and by execution and delivery of this Agreement, the Borrower
accepts, for itself and in connection with its properties, generally and unconditionally, the
nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any final
judgment rendered thereby in connection with this Agreement or any instrument or other document
delivered hereunder from which no appeal has been taken or is available. The Borrower agrees to
receive service of process in any such proceeding in any such court at its office at 77 West
66th Street, 15th Floor, New York, New York 10023, Attention: Kenneth E.
Newman (or at such other address in the Borough of Manhattan in the State of New York as the
Borrower shall notify the Administrative Agent from time to time) and, if the Borrower ever ceases
to maintain such office in the Borough of Manhattan, irrevocably designates and appoints CT
Corporation System, 1633 Broadway, New York, New York 10019, or any other address in the State of
New York communicated by CT Corporation System to the Administrative Agent, as its agent to receive
on its behalf service of all process in any such proceeding in any such court, such service being
hereby acknowledged by the Borrower to be effective and binding service in every respect.




          SECTION 8.13 Substitution of Currency. If a change in any Committed Currency occurs
pursuant to any applicable law, rule or regulation of any governmental, monetary or multi-national
authority, this Agreement (including, without
limitation, the definition of Eurocurrency Rate) will be amended to the extent determined by
the Administrative Agent (acting reasonably, in consultation with the Borrower and in accordance
with the terms of Section 8.01 hereof) to be necessary to reflect the change in currency and to put
the Lenders and the Borrower in the same position, so far as possible, that they would have been in
if no change in such Committed Currency had occurred.




          SECTION 8.14 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.




          SECTION 8.15 Execution in Counterparts. This Agreement 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 agreement. Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of an original executed counterpart of this Agreement. A
full set of executed counterparts of this Agreement shall be lodged with each of the Administrative
Agent and the Borrower. Any Notes issued hereunder shall be delivered in original hard copy to the
Lender requesting such Note.




43









 








          SECTION 8.16 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.





44










 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective representatives thereunto duly authorized, as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	THE BORROWER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE WALT DISNEY COMPANY
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Christine M. McCarthy	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Executive Vice President, Corporate Finance	 	 
	 

	 	 	 	 	 	and Real Estate Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	CITICORP USA, INC.,
	 	 	 	 	as Administrative Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Carolyn Kee	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE JOINT LEAD ARRANGERS	 	 
	 	 	AND JOINT BOOK MANAGERS	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	BANC OF AMERICA SECURITIES LLC
	 	 	 	 	as Joint Lead Arranger and Joint Book Manager
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Andrew Hensley	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	CITIGROUP GLOBAL MARKETS, INC.,
	 	 	 	 	as Joint Lead Arranger and Joint Book Manager
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Carolyn Kee	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






Amended and Restated Four-Year Credit Agreement







 









 








	 	 	 	 	 	 	 	 	 
	 	 	THE SYNDICATION
AGENT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	BANK OF AMERICA, N.A.
	 	 	 	 	as Syndication Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Amy Peden	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE CO-DOCUMENTATION AGENTS	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	BARCLAYS BANK PLC,
	 	 	 	 	as Co-Documentation Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Alison McGuigan	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	BNP PARIBAS SA,
	 	 	 	 	as Co-Documentation Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Simone Vincour McKeever	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Todd Rodgers	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	HSBC BANK USA, National Association
	 	 	 	 	as Co-Documentation Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Wagstaff	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	JPMORGAN CHASE BANK, N.A.
	 	 	 	 	as Co-Documentation Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William P. Rindfuss	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement






 









 








THE INITIAL LENDERS




Commitment




	 	 	 	 	 	 	 
	$205,000,000.00	 	CITICORP USA, INC., as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Carolyn Kee	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$205,000,000.00	 	BANK OF AMERICA, N.A.,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Amy Peden	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement






 









 








	 	 	 	 	 	 	 
	$150,000,000.00	 	BARCLAYS BANK PLC,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alison McGuigan	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Associate Director	 	 






Amended and Restated Four-Year Credit Agreement








 









 








	 	 	 	 	 	 	 
	$150,000,000.00	 	BNP PARIBAS SA,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Simone Vincour McKeever	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Pace	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 






Amended and Restated Four-Year Credit Agreement






 









 








	 	 	 	 	 	 	 
	$150,000,000.00	 	HSBC BANK USA, National Association
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Wagstaff	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$150,000,000.00	 	JPMORGAN CHASE BANK, N.A.
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William P. Rindfuss	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement






 









 








	 	 	 	 	 	 	 
	$95,000,000.00	 	THE BANK OF TOKYO — MITSUBISHI UFJ, Ltd.
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karen Ossolinski	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$95,000,000.00	 	CREDIT SUISSE, New York Branch, as
	 	 	Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Doreen Barr	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cassandra Droogan	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement








 









 








	 	 	 	 	 	 	 
	$95,000,000.00	 	DEUTSCHE BANK AG, New
	 	 	York Branch, as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Preil	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andreas Neumeier	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$95,000,000.00	 	MIZUHO CORPORATE BANK Ltd., as
	 	 	Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Raymond Ventura	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Deputy General Manager	 	 






Amended and Restated Four-Year Credit Agreement







 









 








	 	 	 	 	 	 	 
	$95,000,000.00	 	STANDARD CHARTERED BANK,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary Machado-Schammel	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert K. Reddington	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	AVP/Credit Documentation	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$95,000,000.00	 	THE ROYAL BANK OF SCOTLAND,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Vincent Fitzgerald	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$95,000,000.00	 	UBS LOAN FINANCE LLC,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Pamela Oh	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Associate Director	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$50,000,000.00	 	HARRIS NESBITT FINANCING, INC.,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph W. Linder	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$50,000,000.00	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Vigil	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$50,000,000.00	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Yoshihiro Hyakutome	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Joint General Manager	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$50,000,000.00	 	SUNTRUST BANK,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Bugbee	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 






Amended and Restated Four-Year Credit Agreement







 









 








	 	 	 	 	 	 	 
	$50,000,000.00	 	WILLIAM STREET
	 	 	COMMITMENT CORPORATION
	 	 	(Recourse only to assets of William
Street Commitment Corporation),
as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Walton	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






Amended and Restated Four-Year Credit Agreement




 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ R. Scott McInnis	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	General Manager, Americas	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	BANCA DI ROMA SPA, as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tom Woodruff	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Luca Balestra	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Amended and Restated Four-Year Credit Agreement









 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	BANCA INTESA, S.P.A.,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frank Maffei	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anthony F. Giobbi	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	First Vice President	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	BEAR STEARNS CORPORATE LENDING INC.,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Keith Barnish	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Executive Vice President	 	 






Amended and Restated Four-Year Credit Agreement







 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	ING BANK N.V.,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Maurice Kenny	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Aidan Neill	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	LEHMAN COMMERCIAL PAPER INC.,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Janine M. Shugan	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






Amended and Restated Four-Year Credit Agreement






 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	LLOYDS TSB BANK PLC,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Windsor R. Davies	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Roberts	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement







 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	MERRILL LYNCH BANK USA,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frank Stepan	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	ROYAL BANK OF CANADA,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James F. Disher	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






Amended and Restated Four-Year Credit Agreement







 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	STATE STREET BANK AND TRUST COMPANY,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary H. Carey	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement






 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	THE BANK OF NEW YORK, as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Foote	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	UNION BANK OF CALIFORNIA, N.A.,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dan Mandel	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	$25,000,000.00	 	WELLS FARGO BANK, N.A.,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ling Li	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 






Amended and Restated Four-Year Credit Agreement