EXECUTION COPY 

$1,100,000,000

CREDIT AGREEMENT

dated as of

February 8, 2017

among

The Clorox
Company,

The Banks Listed Herein,


JPMorgan Chase Bank,
N.A.,
Citibank, N.A.
and
Wells Fargo Bank, National Association,
as
Administrative Agents,

Citibank, N.A.,
as
Servicing Agent,

The Bank of Tokyo-Mitsubishi
UFJ, Ltd.,
as Documentation Agent,

JPMorgan Chase Bank,
N.A.,
Citigroup Global Markets Inc. and
Wells Fargo Securities,
LLC,
Joint Lead Arrangers and Joint Bookrunners 







TABLE OF CONTENTS


		     		     	Page
			Article
    1		
	 
			Definitions		
	 
	Section
      1.01		Definitions		1
	Section
      1.02		Accounting Terms and Determinations		15
	Section
      1.03		Types of Borrowing		16
	 
			Article 2		
	 
			The
    Credits		
	 
	Section
      2.01		Commitments to Lend		16
	Section
      2.02		Notice of Committed Borrowing		17
	Section
      2.03		Competitive Bid Borrowings.		17
	Section
      2.04		Notice to Banks; Funding of Loans		20
	Section
      2.05		Notes		21
	Section
      2.06		Maturity of Loans		22
	Section
      2.07		Interest Rates		22
	Section
      2.08		Method of Electing Interest Rates		23
	Section
      2.09		Fees		24
	Section
      2.10		Optional Termination or Reduction of
    Commitments		25
	Section
      2.11		Mandatory Termination of Commitments		25
	Section
      2.12		Optional Prepayments		25
	Section
      2.13		General Provisions as to Payments		26
	Section
      2.14		Funding Losses		26
	Section
      2.15		Computation of Interest and Fees		27
	Section
      2.16		Regulation D Compensation		27
	Section
      2.17		Increased Commitments; Additional Banks		27
	Section
      2.18		Letters of Credit		28
	Section
      2.19		Stop Issuance Notice		33
	Section
      2.20		Defaulting Banks		33
	 
			Article 3		
	 
			Conditions		
	 
	Section
      3.01		Effectiveness		36
	Section
      3.02		Borrowings and Letters of Credit Issuances		37
	 
			Article 4		
	 
			Representations
      And Warranties		



i








	Section
      4.01	     	Corporate Existence and
      Power	     	37
	Section
      4.02		Corporate and Governmental Authorization; No
      Contravention		37
	Section
      4.03		Binding Effect		38
	Section
      4.04		Financial Information.		38
	Section
      4.05		Litigation		38
	Section
      4.06		Compliance with ERISA		38
	Section
      4.07		Environmental
    Matters		39
	Section
      4.08		Taxes		39
	Section
      4.09		Subsidiaries		39
	Section
      4.10		Full Disclosure		39
	Section
      4.11		Margin Regulations		39
	Section
      4.12		Investment Company Act		39
	Section
      4.13		Anti-Corruption Laws and
      Sanctions		40
	 
			Article
    5		
	 
			Covenants		
	 
	Section
      5.01		Information		40
	Section
      5.02		Maintenance of Property;
      Insurance		42
	Section
      5.03		Conduct of Business and Maintenance of
    Existence		42
	Section
      5.04		Compliance with
    Laws		43
	Section
      5.05		Consolidated Interest Coverage Ratio		43
	Section
      5.06		Negative Pledge		43
	Section
      5.07		Consolidations, Mergers and Sales of Assets		44
	Section
      5.08		Use of Proceeds		44
	 
			Article
    6		
	 
			Defaults		
	 
	Section
      6.01		Events of Default		45
	Section
      6.02		Notice of Default		47
	Section
      6.03		Cash Cover		47
	 
			Article 7		
	 
			The
    Agents		
	 
	Section
      7.01		Appointment and
      Authorization		47
	Section
      7.02		Rights as a Bank		47
	Section
      7.03		Duties of Agent; Exculpatory
      Provisions		48
	Section
      7.04		Reliance by Agent		49
	Section
      7.05		Delegation of
    Duties		49
	Section
      7.06		Resignation of Agent		49
	Section
      7.07		Non-Reliance on Agent and Other
      Banks		51
	Section
      7.08		No
      Other Duties, etc		52
	Section
      7.09		Fees		52











			Article
    8		
	 
			Change in
      Circumstances		
	 
	Section
      8.01	     	Basis for Determining Interest Rate Inadequate or
      Unfair	     	53
	Section
      8.02		Illegality		53
	Section
      8.03		Increased Cost and Reduced Return		54
	Section
      8.04		Taxes		55
	Section
      8.05		Base Rate Loans Substituted for Affected Fixed Rate
      Loans		57
	Section
      8.06		Replacement of Banks		58
	 
			Article
    9		
	 
			Miscellaneous		
	 
	Section
      9.01		Notices		59
	Section
      9.02		No
      Waivers		60
	Section
      9.03		Expenses, Indemnification		60
	Section
      9.04		Sharing of Set-Offs		61
	Section
      9.05		Amendments and Waivers		62
	Section
      9.06		Successors and Assigns		62
	Section
      9.07		Confidentiality		66
	Section
      9.08		Collateral		67
	Section
      9.09		Governing Law; Submission to Jurisdiction		67
	Section
      9.10		Counterparts; Integration		67
	Section
      9.11		WAIVER OF JURY TRIAL		67
	Section
      9.12		USA Patriot Act		68
	Section
      9.13		No
      Fiduciary Duty		68
	Section
      9.14		Acknowledgement and Consent to Bail-In of EEA Financial
      Institutions		68
	 	 	 	 	 

	Commitment Schedule
	 
	Pricing Schedule
	 
	Exhibit A – Note
	 
	Exhibit B – Competitive Bid Quote
      Request
	 
	Exhibit C – Invitation for Competitive Bid
      Quotes
	 
	Exhibit D – Competitive Bid
  Quote
	 
	Exhibit E – Assignment and Assumption
      Agreement
	 
	
      Exhibit F – Extension
      Agreement 













AGREEMENT (this
“Agreement”) dated as of February 8, 2017 among THE CLOROX
COMPANY, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK,
N.A., CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agents, and CITIBANK, N.A., as Servicing Agent. 

The parties hereto agree as
follows: 

ARTICLE 1

Definitions

Section 1.01 Definitions. The
following terms, as used herein, have the following meanings:


“Absolute Rate Auction” means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Absolute Rates pursuant to Section 2.03.


“Additional Bank” has the meaning set forth in Section 2.17(b).


“Administrative Agent” means each of JPMorgan Chase Bank, N.A.,
Citibank, N.A. and Wells Fargo Bank, National Association, in its capacity as an
administrative agent for the Banks hereunder, and its successors in such
capacity. 

“Administrative Questionnaire” means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Servicing Agent,
completed by such Bank and submitted to the Servicing Agent (with a copy to the
Borrower). 

“Agent” means any of the Administrative Agents and the Servicing Agent, and
“Agents” means any two or more of the foregoing, as the
context may require.

“Agreement”
has the meaning set forth in the
preamble. 

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

“Applicable Lending Office” means, with respect to any Bank, (i) in the case
of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its
Competitive Bid Loans, its Competitive Bid Lending Office. 

“Applicable Margin” means (i) with respect to any Base Rate Loan,
the applicable rate per annum determined in accordance with the Pricing Schedule
and (ii) with respect to any Euro-Dollar Loan, the applicable rate per annum
determined in accordance with the Pricing Schedule; provided that at any time at which an Event of Default shall have occurred and be
continuing, the Applicable Margin determined as set forth above shall be
increased by 2.00% per annum if, at the direction of the Required Banks, the
Servicing Agent shall have given written notice thereof to the Borrower, and
provided further that upon such
notice, such increase will be effective as of the date of occurrence of such
Event of Default and such increase will be effective (without notice) upon
acceleration of the Loans.

1








“Assignment and Assumption” means an assignment and assumption entered into
by a Bank and an Eligible Assignee (with the consent of any party whose consent
is required by Section 9.06), and accepted by the Servicing Agent, in
substantially the form of Exhibit E or any other form approved by the Servicing
Agent. 

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

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

“Bank” means each bank or other financial institution listed on the signature
pages hereof, each Person which becomes a Bank pursuant to Section 8.06 or
9.06(b), and their respective successors. 

“Bank Insolvency Event” means that (a) a Bank or its Parent is generally
unable to pay its debts as they become due, or admits in writing its inability
to pay its debts as they become due, or makes a general assignment for the
benefit of its creditors, or (b) such Bank or its Parent has become the subject
of a Bail-In Action or a proceeding under any debtor relief law, or a receiver,
trustee, conservator, intervenor or sequestrator or the like has been appointed
for such Bank or its Parent, or such Bank or its Parent has taken any action in
furtherance of or indicating its consent to or acquiescence in any such
proceeding or appointment. 

“Base Rate” means, for any day, a rate per annum equal to the highest of (i) the
Citibank Rate for such day, (ii) the sum of 1/2 of 1% plus the Federal Funds
Rate for such day and (iii) the ICE Benchmark Administration Settlement Rate
applicable to U.S. dollars for a period of one month (“One Month LIBOR”) plus 1.00% (for the avoidance of doubt, the One
Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01
Page (or other commercially available source providing such quotations as
designated by the Servicing Agent from time to time) at approximately 11:00 a.m.
London time on such day); provided that if One Month
LIBOR is less than zero, such rate shall be deemed to be zero for purposes of
this Agreement. 

“Base Rate Loan” means a Committed Loan which bears interest at
the Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice
of Interest Rate Election or the provisions of Section 2.08(a) or Article
8.

“Benefit Arrangement” means, at any time, an employee benefit plan
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by the
Borrower or any of its Subsidiaries. 

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

2







“Borrower” means The Clorox Company, a Delaware corporation, and its
successors.

“Borrower’s 2016 Form 10-K” means the Borrower’s annual report on Form 10-K
for the year ended June 30, 2016, as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934. 

“Borrowing” has the meaning set forth in Section 1.03. 

“Business Day” means any day other than a Saturday, Sunday or
other day on which banks in the State of New York are required or permitted to
close; provided, however, that when used in
connection with a Euro-Dollar Loan, the term “Business Day” shall also exclude any day on which banks are
not open for dealings in dollar deposits on the London interbank market.


“Citibank Rate” means the rate of interest per annum publicly
announced from time to time by Citibank, N.A. as its base rate in effect at its
principal office in New York City; each change in the Citibank Rate shall be
effective on the date such change is publicly announced. 

“Commitment” means (i) with respect to each Bank listed on the Commitment Schedule,
the amount set forth opposite such Bank’s name on the Commitment Schedule under
the heading “Commitment”, (ii) with respect to any Eligible Assignee which
becomes a Bank pursuant to Section 9.06(b), the amount of the transferor Bank’s
Commitment assigned to it pursuant to Section 9.06(b) and (iii) with respect to
any Additional Bank, the amount notified to the Servicing Agent and the Borrower
in accordance with Section 2.17, in each case as such amount may be changed from
time to time pursuant to Section 2.10 or 9.06(b); provided that, if the context so requires, the term “Commitment” means the obligation of a Bank to extend credit up to such amount to
the Borrower hereunder. 

“Commitment Schedule” means the Commitment Schedule attached
hereto.

“Committed Borrowing” has the meaning set forth in Section 1.03.


“Committed Loan” means a loan made pursuant to Section 2.01;
provided that, if any such Loan or Loans (or portions
thereof) are combined or subdivided pursuant to a Notice of Interest Rate
Election, the term “Committed
Loan” shall refer to the combined
principal amount resulting from such combination or to each of the separate
principal amounts resulting from such subdivision, as the case may be.


“Competitive Bid Absolute Rate” has the meaning set forth in Section
2.03(d)(i)(D).

“Competitive Bid Absolute Rate Loan” means a loan to be made by a Bank pursuant to an
Absolute Rate Auction. 

“Competitive Bid Borrowing” has the meaning set forth in Section 1.03.


“Competitive Bid Lending Office” means, as to each Bank, its Domestic Lending
Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Competitive Bid Lending Office by notice to the
Borrower and the Servicing Agent; provided that any Bank may
from time to time by notice to the Borrower and the Servicing Agent designate separate Competitive
Bid Lending Offices for its Competitive Bid LIBOR Loans, on the one hand, and
its Competitive Bid Absolute Rate Loans, on the other hand, in which case all
references herein to the Competitive Bid Lending Office of such Bank shall be
deemed to refer to either or both of such offices, as the context may require.

3








“Competitive Bid LIBOR Loan” means a loan to be made by a Bank pursuant to a
LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant
to Section 8.01(a)).

“Competitive Bid Loan” means a Competitive Bid LIBOR Loan or a
Competitive Bid Absolute Rate Loan. 

“Competitive Bid Margin” has the meaning set forth in Section
2.03(d)(i)(C). 

“Competitive Bid Quote” means an offer by a Bank to make a Competitive
Bid Loan in accordance with Section 2.03. 

“Competitive Bid Quote Request” means a written request by the Borrower to the
Servicing Agent for Competitive Bid Quotes substantially in the form of
Exhibit B hereto. 

“Consolidated EBITDA” means, for any period, Consolidated Net Income
for such period plus, to the extent deducted in determining Consolidated Net
Income for such period, the aggregate amount of (i) Consolidated Interest
Expense, (ii) income tax expense and (iii) depreciation, amortization and other
similar non-cash charges. In determining Consolidated EBITDA for any period, (a)
any Consolidated Subsidiary acquired during such period by the Borrower or any
other Consolidated Subsidiary shall be included on a pro forma, historical basis
as if it had been a Consolidated Subsidiary during such entire period, (b) any
amounts that would be included in a determination of Consolidated EBITDA for
such period with respect to assets acquired during such period by the Borrower
or any Consolidated Subsidiary shall be included in the determination of
Consolidated EBITDA for such period and the amount thereof shall be calculated
on a pro forma historical basis as if such assets had been acquired by the
Borrower or such Consolidated Subsidiary prior to the first day of such period,
(c) any Consolidated Subsidiary sold or otherwise transferred during such period
by the Borrower or any other Consolidated Subsidiary shall be excluded on a pro
forma, historical basis as if it had not been a Consolidated Subsidiary during
such entire period and (d) any amounts that would be included in a determination
of Consolidated EBITDA for such period with respect to assets sold or otherwise
transferred during such period by the Borrower or any Consolidated Subsidiary
shall not be included in the determination of Consolidated EBITDA for such
period and the amount thereof shall be calculated on a pro forma historical
basis as if such assets had been sold or otherwise transferred by the Borrower
or such Consolidated Subsidiary prior to the first day of such
period. 

“Consolidated Interest Expense” means, for any period, the net interest expense
of the Borrower and its Consolidated Subsidiaries, determined on a consolidated
basis for such period. 

“Consolidated Net Income” means, for any period, the net income of the
Borrower and its Consolidated Subsidiaries, determined on a consolidated basis
for such period, adjusted to exclude the effect of any extraordinary gain or
loss. 

4







“Consolidated Subsidiary” means at any date any Subsidiary or other entity
the accounts of which would be consolidated with those of the Borrower in its
consolidated financial statements if such statements were prepared as of such
date. 

“Credit Exposure” means, with respect to any Bank at any time, (i)
the amount of its Commitment (whether used or unused) at such time or (ii) if
the Commitments have terminated in their entirety, the sum of the aggregate
outstanding principal amount of its Loans and the aggregate amount of its Letter
of Credit Liabilities at such time. 

“Debt” of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (v) all non-contingent
obligations (and, for purposes of Sections 5.06 and 6.01(f), all contingent
obligations) of such Person to reimburse any bank or other Person in respect of
amounts paid under a letter of credit or similar instrument, (vi) all Debt
secured by a Lien on any asset of such Person, whether or not such Debt is
otherwise an obligation of such Person (calculated at the lesser of the Debt
amount and the fair market value of such asset in the case of any such Debt that
is non-recourse to such Person) and (vii) all Debt of others Guaranteed by such
Person; provided that Debt of the Borrower shall not include the
Borrower’s obligations to make payments of principal and interest to the lessee
under a “safe harbor lease” (as defined in Section 168(f)(8) of the Internal
Revenue Code) to the extent that such obligations (x) are offset by the lessee’s
obligations to make rental payments to the Borrower in the same amounts and on
the same dates and (y) are not payable if the lessee fails to make such
offsetting payments. 

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

“Defaulting Bank” means at any time, subject to Section 2.20(c),
(i) any Bank that has failed for two or more Business Days to comply with its
obligations under this Agreement to make a Loan, make a payment to an Issuing
Bank in respect of drawing under a Letter of Credit or make any other payment
due hereunder (each, a “funding
obligation”), unless such Bank
has notified the Servicing Agent and the Borrower in writing that such failure
is the result of such Bank’s determination that one or more conditions precedent
to funding has not been satisfied (which conditions precedent, together with the
applicable default, if any, will be specifically identified in such writing),
(ii) any Bank that has notified the Servicing Agent, the Borrower or an Issuing
Bank in writing, or has stated publicly, that it does not intend to comply with
its funding obligations hereunder, unless such writing or statement states that
such position is based on such Bank’s determination that one or more conditions
precedent to funding cannot be satisfied (which conditions precedent, together
with the applicable default, if any, will be specifically identified in such
writing or public statement), (iii) any Bank that has defaulted on its funding
obligations under other loan agreements or credit agreements generally under
which it has commitments to extend credit (unless, and only during the time
period when, such Bank is contesting such default in good faith) or that has
notified, or whose Parent has notified, the Servicing Agent or the
Borrower in writing, or has stated publicly, that it does not intend to comply
with its funding obligations under loan agreements or credit agreements
generally, (iv) any Bank that has, for three or more Business Days after written
request of the Servicing Agent or the Borrower, failed to confirm in writing to
the Servicing Agent and the Borrower that it will comply with its prospective
funding obligations hereunder (provided that such Bank will cease to be a
Defaulting Bank pursuant to this clause (iv) upon the Servicing Agent’s and the
Borrower’s receipt of such written confirmation), or (v) any Bank with respect
to which a Bank Insolvency Event has occurred and is continuing with respect to
such Bank or its Parent; provided that a Bank
Insolvency Event shall not be deemed to occur with respect to a Bank or its
Parent solely as a result of the acquisition or maintenance of an ownership
interest in such Bank or Parent by a governmental authority or instrumentality
thereof where such action does not result in or provide such Bank with immunity
from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Bank (or such
governmental authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Bank. Any determination by
the Servicing Agent that a Bank is a Defaulting Bank under any of clauses (i)
through (v) above will be conclusive and binding absent manifest error, and such
Bank will be deemed to be a Defaulting Bank (subject to Section 2.20(c)) upon
notification of such determination by the Servicing Agent to the Borrower, the
Issuing Banks and the Banks.

5








“Derivatives Obligations “ of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, forward purchase, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any option with
respect to any of the foregoing transactions) or any combination of the
foregoing transactions. 

“Domestic Lending Office” means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Servicing Agent. 

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


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

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

6







“Effective
Date” means the date this
Agreement becomes effective in accordance with Section 3.01. 

“Eligible Assignee” means any Person
that meets the requirements to be an assignee under Section 9.06(b)(iii), (v)
and (vi) (subject to such consents, if any, as may be required under Section
9.06(b)(iii)).

“Environmental
Laws” means any and all federal,
state, local and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses,
agreements or other governmental restrictions relating to the environment or to
emissions, discharges or releases of pollutants, contaminants, petroleum or
petroleum products, chemicals or industrial, toxic or hazardous substances or
wastes into the environment including, without limitation, ambient air, surface
water, ground water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, petroleum or petroleum products, chemicals
or industrial, toxic or hazardous substances or wastes or the clean-up or other
remediation thereof. 

“ERISA” means the Employee Retirement Income Security
Act of 1974, as amended, or any successor statute thereto, as interpreted by the
rules and regulations thereunder, all as the same may be in effect from time to
time. Reference to any sections of ERISA shall also be construed to refer to any
successor sections. 

“ERISA
Group” means the Borrower and all
members of a controlled group of United States corporations and all United
States trades or United States businesses (whether or not incorporated) under
common control which, together with the Borrower, are treated as a single
employer under Section 414 of the Internal Revenue Code. 

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

“Euro-Dollar
Borrowing” has the meaning set
forth in Section 1.03. 

“Euro-Dollar Lending
Office” means, as to each Bank,
its office, branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire
as its Euro-Dollar Lending Office) or such other office, branch, or affiliate of
such Bank as it may hereafter designate as its Euro-Dollar Lending Office by
notice to the Borrower and the Servicing Agent. 

“Euro-Dollar
Loan” means a Committed Loan
which bears interest at a Euro-Dollar Rate pursuant to the applicable Notice of
Committed Borrowing or Notice of Interest Rate Election. 

“Euro-Dollar
Rate” means a rate of interest
determined pursuant to Section 2.07(b) on the basis of a London Interbank
Offered Rate. 

“Euro-Dollar Reserve
Percentage” means, for any day,
that percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board (or any successor) for determining the maximum reserve
requirement for a member bank of the Federal Reserve System in New York City
with deposits exceeding five billion dollars in respect of “Eurocurrency
liabilities” (as such term is used in Regulation D of the Board) (or in respect
of any other category of liabilities which includes deposits by reference to
which the interest rate on Euro-Dollar Loans is determined or any category of
extensions of credit or other assets which includes loans by a non-United States
office of any Bank to United States residents).

7 







“Event of
Default” has the meaning set
forth in Section 6.01. 

“Facility Fee
Rate” means a rate per annum
determined daily in accordance with the Pricing Schedule. 

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

“Federal Funds
Rate” means, for any day, the
rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day, provided that (i) if such
day is not a Business Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the next preceding Business Day as so published on
the next succeeding Business Day, and (ii) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such day shall be
the average rate quoted to Citibank, N.A. on such day on such transactions as
determined by the Servicing Agent; provided, further, that if the Federal Funds Rate is less than zero, such rate shall be
deemed to be zero for purposes of this Agreement. 

“Fixed Rate
Loans” means Euro-Dollar Loans or
Competitive Bid Loans (excluding Competitive Bid LIBOR Loans bearing interest at
the Base Rate pursuant to Section 8.01(a)) or any combination of the foregoing.


“Group of
Loans” means, at any time, a
group of Loans consisting of (i) all Committed Loans which are Base Rate Loans
at such time and (ii) all Euro-Dollar Loans having the same Interest Period at
such time, provided that, if a
Committed Loan of any particular Bank is converted to or made as a Base Rate
Loan pursuant to Article 8, such Loan shall be included in the same Group or
Groups of Loans from time to time as it would have been in if it had not been so
converted or made. 

“Guarantee” by any Person means any obligation, contingent
or otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Debt of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part), provided that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business. The term “Guarantee” used as a verb
has a corresponding meaning. 

8 







“Increased
Commitments” has the meaning set
forth in Section 2.17(a).

“Indemnitee” has the meaning set forth in Section
9.03(b).

“Information” has the
meaning set forth in Section 9.07. 

“Interest
Period” means: (a) with respect
to each Euro-Dollar Loan, the period commencing on the date of borrowing
specified in the applicable Notice of Borrowing or on the date specified in the
applicable Notice of Interest Rate Election and ending one, two, three or six
months, and subject to clause (iii) of this definition, twelve months,
thereafter as the Borrower may elect in such notice; provided that:

(i) any Interest Period which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest Period
shall end on the next preceding Business Day;

(ii) any Interest Period which begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall, subject to clause
(a)(iv) below, end on the last Business Day of a calendar month;

(iii) in the case of any such Committed Borrowing, the Borrower shall not be
entitled to select an Interest Period having duration of twelve months unless,
by 11:00 A.M. (New York City time) on the third Business Day prior to the first
day of such Interest Period, each Bank notifies the Servicing Agent that such
Bank will be providing (or continuing or converting) funding for such Committed
Borrowing with such Interest Period (the failure of any Bank to so respond by
such time being deemed for all purposes of this Agreement as an objection by
such Bank to the requested duration of such Interest Period); provided that, if any or all of the Banks object to the requested duration of
such Interest Period, the duration of the Interest Period for such Committed
Borrowing shall be one, two, three or six months, as specified by the Borrower
in the applicable Notice of Committed Borrowing or Notice of Interest Rate
Election as the desired alternative to an Interest Period of twelve months;
and

(iv) no Interest Period may end after the latest Termination Date.


9 







(b) with respect to each Competitive Bid LIBOR Loan, the period commencing on
the date of borrowing specified in the applicable Notice of Borrowing and ending
such whole number of months thereafter as the Borrower may elect in accordance
with Section 2.03; provided that:

(i) any Interest Period which
would otherwise end on a day which is not a Business Day shall be extended to
the next succeeding Business Day unless such Business Day falls in another
calendar month, in which case such Interest Period shall end on the next
preceding Business Day; 
(ii) any Interest Period which begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall, subject to clause (b)(iii) below, end on the last Business Day of a
calendar month; and 

(iii) no Interest Period may end after the Termination
Date applicable to the Bank making such Competitive Bid LIBOR Loan; and

(c) with respect to each Competitive Bid Absolute Rate Loan, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such number of days thereafter (but not less than 7 days)
as the Borrower may elect in accordance with Section 2.03; provided that:

(i) any Interest Period which would otherwise end on a day which is not a
Business Day shall, subject to clause (c)(ii) below, be extended to the next
succeeding Business Day; and


(ii) no Interest Period may end after the Termination
Date applicable to the Bank making such Competitive Bid Absolute Rate Loan.


“Internal Revenue Code” means the Internal Revenue Code of 1986, as
amended, or any successor statute thereto, as interpreted by the rules and
regulations thereunder, all as the same may be in effect from time to time.
Reference to any sections of the Internal Revenue Code shall also be construed
to refer to any successor sections. 

“Invitation for Competitive Bid
Quotes” means a written request
by the Servicing Agent to the Banks for Competitive Bid Quotes substantially in
the form of Exhibit
C hereto. 

“Issuing Banks” means JPMorgan Chase Bank, N.A., Citibank, N.A.,
Wells Fargo Bank, National Association and any other Bank that may agree to
issue letters of credit hereunder pursuant to an instrument in form satisfactory
to the Servicing Agent, in each case as issuer of a letter of credit hereunder.


“Letter of Credit” means a letter of credit issued or to be issued
hereunder by an Issuing Bank. 

“Letter of Credit Commitment” means, with respect to each initial Issuing
Bank, the amount set forth opposite the name of such Issuing Bank on the
Commitment Schedule under the heading “Letter of Credit Commitment”, as such
amount may be changed from time to time in accordance with the terms
hereof.

“Letter of Credit Fee” means a rate per annum determined daily in
accordance with the Pricing Schedule. 

10 







“Letter of Credit Liabilities” means, for any Bank and at any time, such Bank’s
ratable participation in the sum of (x) the aggregate amount then owing by the
Borrower in respect of amounts drawn under Letters of Credit and (y) the
aggregate amount then available for drawing under all Letters of Credit.


“Letter of Credit Termination Date” means, with respect to each Issuing Bank, the
tenth Business Day prior to the Termination Date applicable to such Issuing
Bank. 

“LIBOR Auction” means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins based on the London Interbank Offered Rate
pursuant to Section 2.03. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset. For the
purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to
own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such
asset. 

“Loan” means a Committed Loan or a Competitive Bid Loan and “Loans” means Committed Loans or Competitive Bid Loans or any combination of
the foregoing. 

“London Interbank Offered Rate” has the meaning set forth in Section
2.07(b).

“Margin Regulations” means Regulations G, T, U and X of the Board, as
in effect from time to time. 

“Material Plan” means at any time a Plan having aggregate
Unfunded Liabilities in excess of $100,000,000. 

“Material Subsidiary” means any Subsidiary that meets the definition
of “significant subsidiary” contained as of the date hereof in Regulation S-X of
the Securities and Exchange Commission.

“Materiality Threshold” means $100,000,000.

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

“Multiemployer Plan” means at any time an employee pension benefit
plan within the meaning of Section 4001(a)(3) of ERISA to which any member of
the ERISA Group is then making or accruing an obligation to make contributions
or has within the preceding five plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group during
such five year period. 

“Non-Defaulting Bank” means, at any time, a Bank that is not a
Defaulting Bank or a Potential Defaulting Bank. 

“Non-Extending Bank” has the meaning set forth in Section 2.01(b).


11 







“Nonpublic Information” means information which has not been
disseminated in a manner making it available to investors generally, within the
meaning of Regulation FD of the Securities and Exchange Commission. 

“Notes” means promissory notes of the Borrower, substantially in the form of
Exhibit A hereto, evidencing the obligation of the Borrower
to repay the Loans, and “Note” means any one of
such promissory notes issued hereunder. 

“Notice of Borrowing” means a Notice of Committed Borrowing or a
Notice of Competitive Bid Borrowing. 

“Notice of Committed Borrowing” has the meaning set forth in Section
2.02.

“Notice of Competitive Bid
Borrowing” has the meaning set
forth in Section 2.03(f).

“Notice of Interest Rate Election” has the meaning set forth in Section
2.08.

“Notice of Issuance” has the meaning set forth in Section
2.18(b)(i).

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


“Other Taxes” means any present or future stamp or documentary taxes and any other
excise or property taxes, or similar charges or levies, which arise from any
payment made pursuant to this Agreement or under any Note or from the execution
or delivery of, or otherwise with respect to, this Agreement or any Note.


“Outstanding Committed Amount” means, with respect to any Bank at any time, the
sum of (i) the aggregate outstanding principal amount of its Committed Loans at
such time and (ii) the aggregate amount of its Letter of Credit Liabilities at
such time, determined at such time after giving effect to any prior assignments
by or to such Bank pursuant to Section 9.06(b).

“Parent” means, with respect to any Bank, any Person controlling such
Bank.

“Participant” has the meaning set forth in Section 9.06(d).

“Participant Register” has the meaning set forth in Section
9.06(d).

“Payment Date” has the meaning set forth in Section
2.18(c)(i).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding
to any or all of its functions under ERISA. 

12 







“Percentage” means, with respect to any Bank at any time, the percentage which the
amount of its Commitment at such time represents of the aggregate amount of all
the Commitments at such time, subject to adjustment pursuant to Section 2.20
when a Defaulting Bank exists. At any time after the Commitments shall have
terminated, the term “Percentage” shall refer to
a Bank’s Percentage immediately before such termination, adjusted to reflect any
subsequent assignments pursuant to Section 9.06(b) and any Bank’s status as a
Defaulting Bank at the time of determination. 

“Person” means an individual, a corporation, a partnership, a limited liability
company, an association, a trust or any other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


“Plan” means at any time an employee pension benefit plan, as defined in
Section 3(2) of ERISA, (other than a Multiemployer Plan) which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Internal Revenue Code and either (i) is maintained, or contributed to, by
any member of the ERISA Group for employees of any member of the ERISA Group or
(ii) has at any time within the preceding five years been maintained, or
contributed to, by any Person which was at such time a member of the ERISA Group
for employees of any Person which was at such time a member of the ERISA Group.


“Platform” has the meaning set forth in Section 5.01. 

“Potential Defaulting Bank” means, at any time, a Bank (i) as to which an
event of the kind referred to in the definition of “Bank Insolvency Event” has
occurred and is continuing in respect of any subsidiary of such Bank, (ii) as to
which the Servicing Agent or any Issuing Bank has in good faith determined and
notified the Borrower and (in the case of an Issuing Bank) the Servicing Agent
that such Bank or its Parent or a subsidiary thereof has notified the Servicing
Agent, or has stated publicly, that it will not comply with its funding
obligations under any other loan agreement or credit agreement or other
similar/other financing agreement (unless, and only during the time period when,
such Bank is contesting such default in good faith) or (iii) that has, or whose
Parent has, a non-investment grade rating from Moody’s or S&P or another
nationally recognized rating agency. Any determination that is made that a Bank
is a Potential Defaulting Bank under any of clauses (i) through (iii) above will
be made by the Servicing Agent or, in the case of clause (ii), an Issuing Bank,
in its sole discretion acting in good faith. The Servicing Agent will promptly
send to all parties hereto a copy of any notice to the Borrower provided for in
this definition. 

“Pricing Schedule” means the Pricing Schedule attached hereto.


“Quarterly Payment Dates” means each March 31, June 30, September 30 and
December 31. 

“Register” has the meaning set forth in Section 9.06(c). 

“Regulation U” means Regulation U of the Board, as in effect
from time to time.

“Reimbursement Obligation” has the meaning specified in Section 2.18(c)(ii). 

13 







“Related Parties” means, with respect to any Person, such Person’s
affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person’s affiliates. 

“Required Banks” means at any time Banks having more than 50% of
the aggregate amount of the Credit Exposures. The Credit Exposure of any
Defaulting Bank shall be disregarded in determining Required Banks at any time.


“S&P” means Standard & Poor’s Ratings Group, a division of The
McGraw-Hill Companies, Inc. 

“Sanctioned Country” means, at any time, a country, region or
territory which is, or whose government is, the subject or target of any
comprehensive territorial Sanctions. 

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

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

“Servicing Agent” means Citibank, N.A. in its capacity as
servicing agent for the Banks hereunder, and its successors in such capacity.


“Stop Issuance Notice” has the meaning set forth in Section 2.19.


“Subsidiary” means any corporation or other entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions are at the time
directly or indirectly owned by the Borrower. 

“Taxes” means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings with respect to any payment by the Borrower
pursuant to this Agreement or under any Note, and all liabilities with respect
thereto, excluding (i) in the case of each Bank and the Servicing Agent, taxes
imposed on its income, branch profits taxes, and franchise or similar taxes, in
each case (x) imposed on it, by a jurisdiction under the laws of which such Bank
or the Servicing Agent (as the case may be) is organized or in which its
principal executive office is located or, in the case of each Bank, in which its
Applicable Lending Office is located or (y) that are Other Connection Taxes,
(ii) in the case of each Bank, any United States withholding tax imposed on such
payments but only to the extent that such Bank is subject to United States
withholding tax at the time such Bank first becomes a party to this Agreement
and (iii) United States withholding taxes imposed under FATCA. 

14 







“Termination Date” means February 8, 2022, as such date may be
extended from time to time pursuant to Section 2.01(b) or, if such day is not a
Business Day, the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case the Termination Date shall be the next
preceding Business Day; provided, however, that the Termination Date of any Bank
that is a Non-Extending Bank to any requested extension pursuant to Section
2.01(b) shall be the Termination Date in effect immediately prior to the
applicable extension request for all purposes of this Agreement. 

“Total Outstanding Amount” means, at any time, the sum of (i) the aggregate
outstanding principal amount of the Loans (including both Committed Loans and
Competitive Bid Loans) and (ii) the aggregate Letter of Credit Liabilities of
all Banks determined at such time after giving effect, if one or more Loans are
being made at such time, to any substantially concurrent application of the
proceeds thereof to repay one or more other Loans. 

“Trade Date” has the meaning set forth in Section 9.06(b)(i)(B). 

“Type” means the pricing option of a Loan (i.e., whether such Loan is a Base
Rate Loan, a Euro-Dollar Loan or a Competitive Bid Loan). 

“Unfunded Liabilities” means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA. 

“United States” means the United States of America, including
the States and the District of Columbia, but excluding its territories and
possessions. 

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

Section 1.02 Accounting
Terms and Determinations.
Unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles as in effect from time
to time, applied on a basis consistent (except for changes concurred in by the
Borrower’s independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Banks; provided that, if the
Borrower notifies the Administrative Agents that the Borrower wishes to amend
any covenant in Article 5 to eliminate the effect of any change in generally
accepted accounting principles on the operation of such covenant (or if the
Administrative Agents notify the Borrower that the Required Banks wish to amend
Article 5 for such purpose), then the Borrower’s compliance with such covenant
shall be determined on the basis of generally accepted accounting principles in
effect immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Borrower and the Required
Banks.

15 







Section 1.03 Types of
Borrowing. The term
“Borrowing” denotes (i) the aggregation of Loans made or to
be made to the Borrower pursuant to Article 2 on the same day, all of which
Loans are of the same Type (subject to Article 8) and, except in the case of
Base Rate Loans, have the same initial Interest Period or (ii) if the context so
requires, the borrowing of such Loans. Borrowings are classified for purposes of
this Agreement either (i) by reference to the pricing of Loans comprising such
Borrowing (e.g., a “Euro-Dollar Borrowing” is
a Borrowing comprised of Euro-Dollar Loans) or (ii) by reference to the
provisions of Article 2 under which participation therein is determined
(i.e., a “Committed Borrowing” is a
Borrowing under Section 2.01 in which all Banks participate in proportion to
their Commitments, while a “Competitive Bid Borrowing”
is a Borrowing under Section 2.03 in which one or more Banks participate on the
basis of their bids). 

ARTICLE 2 

The Credits

Section 2.01 Commitments
to Lend. (a) Committed Loans. Each Bank severally agrees, on the terms and
conditions set forth in this Agreement, to make loans to the Borrower pursuant
to this Section from time to time prior to the Termination Date applicable to
such Bank; provided that, immediately
after each such loan is made: (i) the Outstanding Committed Amount of such Bank
at any one time outstanding shall not exceed the amount of its Commitment and
(ii) the Total Outstanding Amount shall not exceed the aggregate amount of the
Commitments. Each Borrowing under this Section shall be in an aggregate
principal amount of $10,000,000 or any larger multiple of $1,000,000 (except
that any such Borrowing may be in the aggregate amount of the unused
Commitments) and shall be made from the several Banks ratably in proportion to
their respective Commitments. Within the foregoing limits, the Borrower may
borrow under this Section, repay, or to the extent permitted by Section 2.12,
prepay Loans and reborrow under this Section 2.01(a). 
(b) Extension of
Commitments. The Borrower may,
upon not less than 30 days but no earlier than 60 days notice prior to the first
and/or second anniversary of the Effective Date to the Servicing Agent (which
shall notify each Bank of receipt of such request), propose to extend the
then-current Termination Date for each Bank for an additional one-year period
measured from the then-current Termination Date then in effect for such Bank.
Each Bank shall endeavor to respond to such request, whether affirmatively or
negatively (such determination in the sole discretion of such Bank), by notice
to the Borrower and the Servicing Agent not later than 20 days after such Bank
is in receipt of such request. Subject to the execution by the Borrower, the
Administrative Agents and such Banks of a duly completed Extension Agreement in
substantially the form of Exhibit F, the Termination Date applicable to the
Commitment of each Bank so affirmatively notifying the Borrower and the
Servicing Agent shall be extended for the period specified above; provided that
the Termination Date shall not be extended unless Banks having more than 50% in
aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to extend
their Commitments. Any Bank which does not give such notice (a “Non-Extending Bank”) to the Borrower and the Servicing Agent shall
be deemed to have elected not to extend as requested, and the Commitment of each
Non-Extending Bank shall terminate on, and each of its outstanding Loans shall
mature on a date no later than, the Termination Date determined without giving
effect to such requested extension. The Borrower shall have the right, with the
assistance of the Administrative Agents, to seek a mutually satisfactory
substitute bank or banks or other financial institution (which may be, but need
not be, an extending Bank) to replace a Non-Extending Bank. 

16 








Section 2.02
Notice of Committed
Borrowing. The Borrower shall
give the Servicing Agent notice (a “Notice of Committed Borrowing”) not later than 11:00 A.M. (New York City time) on (a) the date of each
Base Rate Borrowing and (b) the third Business Day before each Euro-Dollar
Borrowing, specifying: 

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

(ii)
the aggregate amount of such
Borrowing, 

(iii)
whether the Loans comprising such
Borrowing are to be Base Rate Loans or Euro-Dollar Loans, and 

(iv)
in the case of a Euro-Dollar
Borrowing, the duration of the initial Interest Period applicable thereto,
subject to the provisions of the definition of Interest Period. 

Section 2.03 Competitive Bid
Borrowings.


(a)
The Competitive Bid
Option. In addition to Committed
Borrowings pursuant to Section 2.01, the Borrower may, as set forth in this
Section, request the Banks prior to the latest Termination Date to make offers
to make Competitive Bid Loans to the Borrower. The Banks may, but shall have no
obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section.


(b)
Competitive Bid Quote
Request. When the Borrower wishes
to request offers to make Competitive Bid Loans under this Section, it shall
transmit to the Servicing Agent a Competitive Bid Quote Request substantially in
the form of Exhibit B hereto so as to be received not later than 1:00 P.M. (New
York City time) on (x) the fifth Business Day prior to the date of Borrowing
proposed therein, in the case of a LIBOR Auction or (y) the Business Day next
preceding the date of Borrowing proposed therein, in the case of an Absolute
Rate Auction (or, in either case, such other time or date as the Borrower and
the Servicing Agent shall have mutually agreed and shall have notified to the
Banks not later than the date of the Competitive Bid Quote Request for the first
LIBOR Auction or Absolute Rate Auction for which such change is to be effective)
specifying: 

(i)
the proposed date of Borrowing, which
shall be a Business Day,

17 







(ii)
the aggregate amount of such
Borrowing, which shall be $10,000,000 or a larger multiple of $1,000,000 and
which shall not exceed the aggregate amount of the unused Commitments,


(iii)
the duration of the Interest Period
applicable thereto, subject to the provisions of the definition of Interest
Period, and 

(iv)
whether the Competitive Bid Quotes
requested are to set forth a Competitive Bid Margin or a Competitive Bid
Absolute Rate. 

The Borrower may request
offers to make Competitive Bid Loans for more than one Interest Period in a
single Competitive Bid Quote Request. No Competitive Bid Quote Request shall be
given within five Business Days (or such other number of days as the Borrower
and the Servicing Agent may agree) of any other Competitive Bid Quote Request.


(c)
Invitation for Competitive Bid
Quotes. Promptly upon receipt of
a Competitive Bid Quote Request, the Servicing Agent shall send to the Banks an
Invitation for Competitive Bid Quotes substantially in the form of Exhibit C
hereto, which shall constitute an invitation by the Borrower to each Bank to
submit Competitive Bid Quotes offering to make the Competitive Bid Loans to
which such Competitive Bid Quote Request relates in accordance with this
Section. 

(d)
Submission and Contents of
Competitive Bid Quotes. Each Bank
may submit a Competitive Bid Quote containing an offer or offers to make
Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes.
Each Competitive Bid Quote must comply with the requirements of this subsection
(d) and must be submitted to the Servicing Agent at its offices specified in or
pursuant to Section 9.01 not later than (x) 2:00 P.M. (New York City time) on
the fourth Business Day prior to the proposed date of Borrowing, in the case of
a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Servicing Agent shall have mutually
agreed and shall have notified to the Banks not later than the date of the
Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective); provided that Competitive Bid
Quotes submitted by the Servicing Agent (or any affiliate of the Servicing
Agent) in the capacity of a Bank may be submitted, and may only be submitted, if
the Servicing Agent or such affiliate notifies the Borrower of the terms of the
offer or offers contained therein at least one hour before the deadline
applicable to other Banks, in the case of a LIBOR Auction or 15 minutes before
the deadline applicable to other Banks, in the case of an Absolute Rate Auction.
Subject to Articles 3 and 6, any Competitive Bid Quote so made shall be
irrevocable except with the written consent of the Servicing Agent given on the
instructions of the Borrower. 

(i)
Each Competitive Bid Quote shall be
in substantially the form of Exhibit D hereto and shall
in any case specify: 

A)
the proposed date of
Borrowing,

18 







B)
the principal amount of the
Competitive Bid Loan for which each such offer is being made, which principal
amount (w) may be greater than or less than the Commitment of the quoting Bank,
(x) must be $5,000,000 or a larger multiple of $1,000,000, (y) may not exceed
the principal amount of Competitive Bid Loans for which offers were requested
and (z) may be subject to an aggregate limitation as to the principal amount of
Competitive Bid Loans for which offers being made by such quoting Bank may be
accepted, 

C)
in the case of a LIBOR Auction, the
margin above or below the applicable London Interbank Offered Rate (the
“Competitive Bid
Margin”) offered for each such
Competitive Bid Loan, expressed as a percentage (specified to the nearest
1/10,000th of 1%) to be added to or subtracted from such base rate, 

D)
in the case of an Absolute Rate
Auction, the rate of interest per annum (specified to the nearest 1/10,000th of
1%) (the “Competitive Bid Absolute
Rate”) offered for each such
Competitive Bid Loan, and 

E)
the identity of the quoting Bank.


A Competitive Bid Quote may set forth up to
five separate offers by the quoting Bank with respect to each Interest Period
specified in the related Invitation for Competitive Bid Quotes. 

(ii)
Any Competitive Bid Quote shall be
disregarded if it:

A)
is not substantially in conformity
with Exhibit D hereto or does not specify all of the information
required by subsection (d)(i); 

B)
contains qualifying, conditional or
similar language; 

C)
proposes terms other than or in
addition to those set forth in the applicable Invitation for Competitive Bid
Quotes; or 

D)
arrives after the time set forth in
subsection (d)(i). 

(e)
Notice to Borrower. The Servicing Agent shall promptly notify the
Borrower of the terms (x) of any
Competitive Bid Quote submitted by a Bank that is in accordance with subsection
(d) and (y) of any Competitive Bid Quote that amends, modifies or is otherwise
inconsistent with a previous Competitive Bid Quote submitted by such Bank with
respect to the same Competitive Bid Quote Request. Any such subsequent
Competitive Bid Quote shall be disregarded by the Servicing Agent unless such
subsequent Competitive Bid Quote is submitted solely to correct a manifest error
in such former Competitive Bid Quote. The Servicing Agent’s notice to the
Borrower shall specify (A) the aggregate principal amount of Competitive Bid
Loans for which offers have been received for each Interest Period specified in
the related Competitive Bid Quote Request, (B) the respective principal amounts
and Competitive Bid Margins or Competitive Bid Absolute Rates, as the case may
be, so offered and (C) if applicable, limitations on the aggregate principal
amount of Competitive Bid Loans for which offers in any single Competitive Bid
Quote may be accepted. 

19 







(f)
Acceptance and Notice by
Borrower. Not later than 11:00
A.M. (New York City time) on (x) the third Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Servicing Agent shall have mutually
agreed and shall have notified to the Banks not later than the date of the
Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify the
Servicing Agent of its acceptance or non-acceptance of the offers so notified to
it pursuant to subsection (e). In the case of acceptance, such notice (a
“Notice of Competitive Bid
Borrowing”) shall specify the
aggregate principal amount of offers for each Interest Period that are accepted.
The Borrower may accept any Competitive Bid Quote in whole or in part; provided
that: 

(i)
the aggregate principal amount of
each Competitive Bid Borrowing may not exceed the applicable amount set forth in
the related Competitive Bid Quote Request, 

(ii)
the principal amount of each
Competitive Bid Borrowing must be $10,000,000 or a larger multiple of
$1,000,000, 

(iii)
acceptance of offers may only be made
on the basis of ascending Competitive Bid Margins or Competitive Bid Absolute
Rates, as the case may be, 

(iv)
the Borrower may not accept any offer
that is described in subsection (d)(ii) or that otherwise fails to comply with
the requirements of this Agreement, and 

(v)
immediately after such Competitive
Bid Borrowing is made, the Total Outstanding Amount shall not exceed the
aggregate amount of the Commitments. 

(g)
Allocation by Servicing
Agent. If offers are made by two
or more Banks with the same Competitive Bid Margins or Competitive Bid Absolute
Rates, as the case may be, for a greater aggregate principal amount than the
amount in respect of which such offers are accepted for the related Interest
Period, the principal amount of Competitive Bid Loans in respect of which such
offers are accepted shall be allocated by the Servicing Agent among such Banks
as nearly as possible (in multiples of $1,000,000, as the Servicing Agent may
deem appropriate) in proportion to the aggregate principal amounts of such
offers. Determinations by the Servicing Agent of the amounts of Competitive Bid
Loans shall be conclusive in the absence of manifest error. 

Section 2.04 Notice to Banks;
Funding of Loans. (a) Upon
receipt of a Notice of Borrowing, the Servicing Agent shall promptly notify each
Bank of the contents thereof and of such Bank’s share (if any) of such
Borrowing, and if the Borrower has selected for a Euro-Dollar Loan an Interest
Period having duration of twelve months, the Servicing Agent shall endeavor to
elicit from each Bank whether such Bank is able to provide funding for such Loan
at the requested duration of Interest Period. Such Notice of Borrowing shall not
thereafter be revocable by the Borrower. 

(b)
Not later than 2:00 P.M. (New York
City time) on the date of each Borrowing, each Bank participating therein shall
(except as provided in subsection (c) of this Section) make available its share
of such Borrowing, in Federal or other funds immediately available in New York
City, to the Servicing Agent at its address specified in or pursuant to Section
9.01. Unless the Servicing Agent determines that any applicable condition
specified in Article 3 has not been satisfied, the Servicing Agent will make the
funds so received from the Banks available to the Borrower at the Servicing
Agent’s aforesaid address.  

20 







(c) Unless
the Servicing Agent shall have received notice from a Bank prior to the date of
any Borrowing that such Bank will not make available to the Servicing Agent such
Bank’s share of such Borrowing, the Servicing Agent may assume that such Bank
has made such share available to the Servicing Agent on the date of such
Borrowing in accordance with subsection (b) of this Section 2.04 and the
Servicing Agent may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount. If and to the extent that such
Bank shall not have so made such share available to the Servicing Agent, such
Bank and the Borrower severally agree to repay to the Servicing 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 repaid to the Servicing Agent, at (i) in the case of the Borrower, a
rate per annum equal to the higher of the Federal Funds Rate and the interest
rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such
Bank, the Federal Funds Rate. If such Bank shall repay to the Servicing Agent
such corresponding amount, such amount so repaid shall constitute such Bank’s
Loan included in such Borrowing for purposes of this Agreement. 

Section
2.05 Notes. (a) Each Bank may, by notice to the Borrower and the Administrative
Agents, request (i) that its Loans be evidenced by a single Note payable to the
order of such Bank for the account of its Applicable Lending Office in an amount
equal to the aggregate unpaid principal amount of such Bank’s Loans or (ii) that
its Loans of a particular Type be evidenced by a separate Note in an amount
equal to the aggregate unpaid principal amount of such Loans. Each such Note
shall be promptly furnished to the requesting Bank and shall be in substantially
the form of Exhibit
A hereto with appropriate
modifications to reflect the fact that it evidences solely Loans of the relevant
Type. Each reference in this Agreement to the “Note” of such Bank shall be
deemed to refer to and include any or all of such Notes, as the context may
require. 

(b) Each
Bank shall record the date, amount, Type and maturity of each Loan made by it
and the date and amount of each payment of principal made by the Borrower with
respect thereto, and may, if such Bank so elects in connection with any transfer
or enforcement of its Note, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding; provided that the failure of any Bank to make any
such recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the
Borrower so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required. 

21 







Section 2.06 Maturity of
Loans. (a) Each Committed
Loan made by each Bank shall mature, and the principal amount thereof shall be
due and payable (together with accrued interest thereon), on the Termination
Date applicable to such Bank. 

(b)
Each Competitive Bid Loan included in
any Competitive Bid Borrowing shall mature, and the principal amount thereof
shall be due and payable (together with accrued interest thereon), on the last
day of the Interest Period applicable to such Competitive Bid Borrowing (or, if
the Competitive Bid Loans are to be outstanding for more than one Interest
Period, the last day of the last applicable Interest Period). 

Section 2.07 Interest
Rates. (a) Each Base Rate
Loan shall bear interest on the outstanding principal amount thereof, for each
day from the date such Loan is made until it becomes due, at a rate per annum
equal to the sum of the Applicable Margin plus the Base Rate for such day. Such
interest shall be payable quarterly in arrears on each Quarterly Payment Date.
Any overdue principal of or interest on any Base Rate Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the sum
of 2% plus the Base Rate for such day. 

(b)
Each Euro-Dollar Loan shall bear
interest on the outstanding principal amount thereof, for each day during each
Interest Period applicable thereto, at a rate per annum equal to the sum of the
Applicable Margin for such day plus the London Interbank Offered Rate for such
Interest Period. Such interest shall be payable for each Interest Period on the
last day thereof and, if such Interest Period is longer than three months, at
intervals of three months after the first day thereof. 

The “London Interbank Offered Rate” applicable to any Interest Period means the rate per annum equal to the
London interbank offered rate for deposits in dollars for a period of time
comparable to such Interest Period appearing on Reuters Screen LIBOR01 Page (or
any successor page or substitute page on such screen that publishes such rate,
or, in the event such rate does not appear on a Reuters page or screen, on the
appropriate page of such other information service that publishes such rate from
time to time as shall be selected by the Servicing Agent in its reasonable
discretion) at approximately 11:00 A.M. (London time) two Business Days prior to
the first day of such Interest Period; provided that if the
London Interbank Offered Rate is less than zero, such rate shall be deemed to be
zero for purposes of this Agreement.

(c)
Any overdue principal of or interest
on any Euro-Dollar Loan shall bear interest, payable on demand, for each day
from and including the date payment thereof was due to but excluding the date of
actual payment, at a rate per annum equal to the sum of 2% plus the sum of the
London Interbank Offered Rate applicable to such Loan at the date such payment
was due plus the Applicable Margin (determined for this purpose without giving
effect to the provisos to the definition of such term) (or, if the circumstances
described in clause (a) or (b) of Section 8.01 shall exist, at a rate per annum
equal to the sum of 2% plus the Base Rate for such day). 


22 







(d)
Subject to Section 8.01, each
Competitive Bid LIBOR Loan shall bear interest on the outstanding principal
amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of
the London Interbank Offered Rate for such Interest Period (determined in
accordance with Section 2.07(b) as if the related Competitive Bid LIBOR
Borrowing were a Committed Euro-Dollar Borrowing) plus (or minus) the
Competitive Bid Margin quoted by the Bank making such Loan in accordance with
Section 2.03. Each Competitive Bid Absolute Rate Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period(s) applicable
thereto, at a rate per annum equal to the Competitive Bid Absolute Rate quoted
by the Bank making such Loan in accordance with Section 2.03. Such interest
shall be payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months after
the first day thereof. Any overdue principal of or interest on any Competitive
Bid Loan shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the sum of 2% plus the Base Rate for such day.


(e)
The Servicing Agent shall determine
each interest rate applicable to the Loans hereunder. The Servicing Agent shall
give prompt notice to the Borrower and the participating Banks of each rate of
interest so determined, and its determination thereof shall be conclusive in the
absence of manifest error. 

Section 2.08 Method of Electing
Interest Rates. (a) The Loans
included in each Committed Borrowing shall bear interest initially at the type
of rate specified by the Borrower in the applicable Notice of Committed
Borrowing. Thereafter, the Borrower may from time to time elect to change or
continue the type of interest rate borne by each Group of Loans (subject to
Section 2.08(d) and the provisions of Article 8, as follows): 

(i)
if such Loans are Base Rate Loans,
the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any
Business Day; and 

(ii)
if such Loans are Euro-Dollar Loans,
the Borrower may elect to convert such Loans to Base Rate Loans as of any
Business Day or to continue such Loans as Euro-Dollar Loans for an additional
Interest Period, subject to Section 2.14 if any such conversion is effective on
any day other than the last day of an Interest Period applicable to such Loans.


Each such election shall be
made by delivering a notice (a “Notice of Interest Rate Election”) to the Servicing Agent not later than 11:00 A.M. (New York City time)
on the third Business Day before the conversion or continuation selected in such
notice is to be effective. A Notice of Interest Rate Election may, if it so
specifies, apply to only a portion of the aggregate principal amount of the
relevant Group of Loans; provided that (i) such
portion is allocated ratably among the Loans comprising such Group of Loans and
(ii) the portion to which such Notice applies, and the remaining portion to
which it does not apply, are each at least $10,000,000 (unless such portion is
consisting of Base Rate Loans). If no such notice is timely received before the
end of an Interest Period for any Group of Loans consisting of Euro-Dollar
Loans, the Borrower shall be deemed to have elected that such Group of Loans be
converted to Euro-Dollar Loans with an Interest Period of one month at the end
of such Interest Period. 


23 







(b)
Each Notice of Interest Rate Election
shall specify:

(i)
the Group of Loans (or portion
thereof) to which such notice applies; 

(ii)
the date on which the conversion or
continuation selected in such notice is to be effective, which shall comply with
the applicable clause of Section 2.08(a) above; 

(iii)
if the Loans comprising such Group of
Loans are to be converted, the new Type of Loans and, if the Loans resulting
from such conversion are to be Euro-Dollar Loans, the duration of the next
succeeding Interest Period applicable thereto; and 

(iv)
if such Loans are to be continued as
Euro-Dollar Loans for an additional Interest Period, the duration of such
additional Interest Period. 

Each Interest Period specified
in a Notice of Interest Rate Election shall comply with the provisions of the
definition of Interest Period. 

(c)
Promptly after receiving a Notice of
Interest Rate Election from the Borrower pursuant to Section 2.08(a) above, the
Servicing Agent shall notify each Bank of the contents thereof, and if the
Borrower has selected for a Euro-Dollar Loan an Interest Period having duration
of twelve months, the Servicing Agent shall endeavor to elicit from each Bank
whether such Bank is able to continue funding of the relevant Loan at the
requested duration of Interest Period or to convert funding of the relevant Loan
to the requested duration of Interest Period (as the case may be). Such Notice
of Interest Rate Election shall not thereafter be revocable by the Borrower.


(d)
The Borrower shall not be entitled to
elect to convert any Committed Loans to, or continue any Committed Loans for an
additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal
amount of any Group of Loans consisting of Euro-Dollar Loans created or
continued as a result of such election would be less than $10,000,000, (ii) more
than 15 Groups of Loans shall be outstanding at any time or (iii) a Default
shall have occurred and be continuing when the Borrower delivers notice of such
election to the Servicing Agent. 

(e)
If any Committed Loan is converted to
a different Type of Loan, the Borrower shall pay, on the date of such
conversion, the interest accrued to such date on the principal amount being
converted. 

(f)
A conversion or continuation pursuant
to this Section 2.08 is not a Borrowing. 

Section 2.09 Fees. (a) The Borrower
shall pay to the Servicing Agent for the account of each Bank ratably in
proportion to its Credit Exposure a facility fee at the Facility Fee Rate
(determined daily in accordance with the Pricing Schedule) on the aggregate
amount of the Credit Exposures on such day; provided that no Defaulting Bank shall be entitled to receive any facility fee
except in respect of its outstanding Loans for any period during which that Bank
is a Defaulting Bank (and the Borrower shall not be required to pay such fee
that otherwise would have been required to have been paid to that Defaulting
Bank). Such facility fee shall accrue from and including the Effective Date to
but excluding the date on which the Credit Exposures are reduced to zero.


24 







(b)
The Borrower shall pay (i) to the
Servicing Agent on behalf of the Banks a Letter of Credit Fee (determined daily
in accordance with the Pricing Schedule) accruing daily on the aggregate undrawn
amount of all outstanding Letters of Credit and (ii) to each Issuing Bank for
its own account a letter of credit fronting fee accruing daily on the aggregate
amount then available for drawing under all Letters of Credit issued by such
Issuing Bank at such rate per annum as may be mutually agreed between the
Borrower and such Issuing Bank from time to time; provided, that (A) to the
extent that all or a portion of the Letter of Credit Liabilities in respect of
any Defaulting Bank is reallocated to the Non-Defaulting Banks pursuant to
Section 2.20(a), such fees that would have accrued for the benefit of such
Defaulting Bank will instead accrue for the benefit of and be payable to such
Non-Defaulting Banks, pro rata in accordance with their respective Commitments,
and (B) to the extent that all or any portion of such Letter of Credit
Liabilities cannot be so reallocated and the Borrower has not provided cash
collateral in respect thereof, such fees will instead accrue for the benefit of
and be payable to the respective Issuing Banks ratably according to the
outstanding Letters of Credit issued by each Issuing Bank. 

(c)
Accrued fees under this Section shall
be payable quarterly in arrears on each Quarterly Payment Date, commencing on
the first such date to occur after the date hereof, and ending on the date on
which the Credit Exposures are reduced to zero. 

Section
2.10 Optional Termination or Reduction of Commitments. The Borrower may, upon at least three Business
Days’ notice to the Servicing Agent, (i) terminate the Commitments at any time, if no Loans or Letter of Credit
Liabilities are outstanding at such time or (ii) ratably reduce from time to time the aggregate amount of the Commitments in
excess of the Total Outstanding Amount; provided that each such reduction shall reduce the Commitments by an aggregate
amount of $5,000,000 (or any larger multiple of $1,000,000). 

Section 2.11 Mandatory Termination
of Commitments. The
Commitment of each Bank shall terminate on the Termination Date applicable to
such Bank and any Loans made by such Bank then outstanding (together with
accrued interest thereon) shall be due and payable on such date. 

Section 2.12 Optional
Prepayments. (a) Subject in
the case of any Fixed Rate Loan to Section 2.14, the Borrower may, upon at least
one Business Day’s notice to the Servicing Agent, prepay any Group of Loans
consisting of Base Rate Loans (or any Competitive Bid Borrowing bearing interest
at the Base Rate pursuant to Section 8.01(a)) or upon at least three Business
Days’ notice to the Servicing Agent, prepay any Group of Loans consisting of
Euro-Dollar Loans, in each case in whole at any time, or from time to time in
part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by
paying the principal amount to be prepaid together with accrued interest thereon
to the date of prepayment. Each such optional prepayment shall be applied to
prepay ratably the Loans of the several Banks included in such Group of Loans
(or Borrowing). 

(b)
Except as provided in subsection (a)
above, the Borrower may not prepay all or any portion of the principal amount of
any Competitive Bid Loan prior to the maturity thereof. 

25 







(c)
Upon receipt of a notice of
prepayment pursuant to this Section, the Servicing Agent shall promptly notify
each Bank of the contents thereof and of such Bank’s ratable share (if any) of
such prepayment and such notice shall not thereafter be revocable by the
Borrower. 

Section 2.13 General Provisions as
to Payments. (a) The Borrower
shall make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 2:00 P.M. (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, without
set-off or counterclaim, to the Servicing Agent at its address referred to in
Section 9.01. The Servicing Agent will promptly distribute to each Bank its
ratable share of each such payment received by the Servicing Agent for the
account of the Banks. Whenever any payment of principal of, or interest on, the
Base Rate Loans or of fees shall be due on a day which is not a Business Day,
the date for payment thereof shall be extended to the next succeeding Business
Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans
shall be due on a day which is not a Business Day, the date for payment thereof
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Business Day. Whenever any payment of principal of,
or interest on, the Competitive Bid Loans shall be due on a day which is not a
Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day. If the date for any payment of principal is extended by
operation of law or otherwise, interest thereon shall be payable for such
extended time. 

(b)
Unless the Servicing Agent shall have
received notice from the Borrower prior to the date on which any payment is due
to the Banks hereunder that the Borrower will not make such payment in full, the
Servicing Agent may assume that the Borrower has made such payment in full to
the Servicing Agent on such date and the Servicing Agent may, in reliance upon
such assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank. If and to the extent that the Borrower
shall not have so made such payment, each Bank shall repay to the Servicing
Agent forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Servicing Agent, at the
Federal Funds Rate. 

Section 2.14 Funding
Losses. If the Borrower makes
any payment of principal with respect to any Fixed Rate Loan or any Fixed Rate
Loan is converted to a different Type of Loan (whether such payment or
conversion is pursuant to Article 2, 6, or 8 or otherwise) on any day other than
the last day of an Interest Period applicable thereto, or if the Borrower fails
to borrow, prepay, convert or continue any Fixed Rate Loan after notice has been
given to any Bank in accordance with Section 2.04(a), 2.08(c) or 2.12(c), or if
the Borrower shall require an assignment of a Fixed Rate Loan in accordance with
Section 8.06 on any day other than the last day of an Interest Period applicable
thereto, the Borrower shall reimburse each Bank within 15 days after demand for
any resulting loss or expense incurred by it (or, subject to Section 9.06(d), by
an existing or prospective Participant in the related Loan), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period
after any such payment or conversion or failure to borrow, prepay, convert or
continue; provided that such Bank shall have delivered to the
Borrower a certificate as to the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error. 

26 








Section 2.15 Computation of Interest and Fees. Interest based on the Citibank Rate hereunder
shall be computed on the basis of a year of 365 days (or 366 days in a leap
year) and paid for the actual number of days elapsed (including the first day
but excluding the last day). All other interest and fees shall be computed on
the basis of a year of 360 days and paid for the actual number of days elapsed
(including the first day but excluding the last day). 

Section 2.16 Regulation D Compensation. Each Bank may require the Borrower to pay, contemporaneously with each
payment of interest on the Euro-Dollar Loans, additional interest on the related
Euro-Dollar Loan of such Bank at a rate per annum determined by such Bank up to
but not exceeding the excess of (i)(A) the applicable London Interbank Offered
Rate divided by (B) one minus the Euro-Dollar
Reserve Percentage over (ii) the applicable London Interbank Offered Rate. Any
Bank wishing to require payment of such additional interest (x) shall so notify
the Borrower and the Servicing Agent, in which case such additional interest on
the Euro-Dollar Loans of such Bank shall be payable to such Bank at the place
indicated in such notice with respect to each Interest Period commencing at
least three Business Days after the giving of such notice and (y) shall notify
the Borrower at least five Business Days prior to each date on which interest is
payable on the Euro-Dollar Loans of the amount then due it under this
Section. 

Section 2.17
Increased Commitments;
Additional Banks. (a)
Subsequent to the Effective Date, the Borrower may, upon at least 30 days’
notice to the Servicing Agent (which shall promptly provide a copy of such
notice to the Banks), propose to increase the aggregate amount of the
Commitments by an amount not to exceed $500,000,000 (the amount of any such
increase, the “Increased
Commitments”). Each Bank party to
this Agreement at such time shall have the right (but no obligation), for a
period of 15 days following receipt of such notice, to elect by notice to the
Borrower and the Servicing Agent to increase its Commitment by a principal
amount which bears the same ratio to the Increased Commitments as its then
Commitment bears to the aggregate Commitments then existing. If a Bank party
does not respond within such 15 day period following receipt of such notice it
shall be deemed to have elected not to increase its Commitment. 

(b) If any Bank party to this Agreement shall not
elect to increase its Commitment pursuant to subsection (a) of this Section, the
Borrower may designate another lender or other lenders (which may be, but need
not be, one or more of the existing Banks) which at the time agree to (i) in the
case of any such lender that is an existing Bank, increase its Commitment and
(ii) in the case of any other such lender (an “Additional Bank”), become a party to this Agreement. The sum of
the increases in the Commitments of the existing Banks pursuant to this
subsection (b) plus the Commitments of the Additional Banks shall not in the
aggregate exceed the unsubscribed amount of the Increased Commitments.


27 







(c) An increase in the aggregate amount of the
Commitments pursuant to this Section 2.17 shall become effective upon the
receipt by the Servicing Agent of an agreement in form and substance
satisfactory to the Servicing Agent signed by the Borrower, by each Additional
Bank and by each other Bank whose Commitment is to be increased, setting forth
the new Commitments of such Banks and setting forth the agreement of each
Additional Bank to become a party to this Agreement and to be bound by all the
terms and provisions hereof, together with such evidence of appropriate
corporate authorization on the part of the Borrower with respect to the
Increased Commitments and such opinions of counsel for the Borrower with respect
to the Increased Commitments as the Servicing Agent may reasonably request.


(d) Upon any increase in the aggregate amount of the
Commitments pursuant to this Section 2.17 that is not pro rata among all Banks,
within five Business Days, in the case of any Group of Loans consisting of Base
Rate Loans then outstanding, and at the end of the then current Interest Period
with respect thereto, in the case of any Group of Loans consisting of
Euro-Dollar Loans then outstanding, the Borrower shall prepay such Group of
Loans in its entirety and, to the extent the Borrower elects to do so and
subject to the conditions specified in Article 3, the Borrower shall re-borrow
Committed Loans from the Banks in proportion to their respective Commitments
after giving effect to such increase, until such time as all outstanding
Committed Loans are held by the Banks in such proportion. 

Section 2.18
Letters of
Credit. 

(a) Commitment to Issue Letters of
Credit. Subject to the terms and
conditions hereof, and so long as no Stop Issuance Notice is in effect, each
Issuing Bank in reliance upon the agreements of the other Banks set forth in
this Section 2.18 agrees to issue Letters of Credit from time to time before the
Letter of Credit Termination Date applicable to such Issuing Bank upon the
request of the Borrower; provided that immediately after each Letter of Credit
is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount
of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities
of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the
Letter of Credit Liabilities in respect of Letters of Credit issued by any
Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment
without the consent of such Issuing Bank; and provided further that if (i) the
Termination Date has been extended as to some but not all Banks pursuant to
Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of
Credit which expires later than the Letter of Credit Termination Date in effect
prior to such extension, then compliance with clause (x) above shall be
determined solely with reference to the Banks whose Commitments have been so
extended. If the Borrower so requests (in order to accommodate a Letter of
Credit having an available amount greater than an Issuing Bank’s Letter of
Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of
its Letter of Credit Commitment to another Issuing Bank that agrees to accept
such assignment. Upon the date of issuance by an Issuing Bank of a Letter of
Credit, such Issuing Bank shall be deemed, without further action by any party
hereto, to have sold to each Bank, and each Bank shall be deemed, without
further action by any party hereto, to have purchased from such Issuing Bank, a
participation in such Letter of Credit and the related Letter of Credit
Liabilities in the proportion its respective Commitment bears to the aggregate
Commitments. Each Bank acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Bank further
acknowledges and agrees that its participation in each Letter of Credit will be
automatically adjusted to reflect such Bank’s proportion of the Commitments at
each time such Bank’s Commitment is amended pursuant to an increase of the
Commitments in accordance with Section 2.17, an assignment in accordance with
Section 9.06 or otherwise pursuant to this Agreement.

28 







(b) Method for Issuance; Terms; Extensions.


(i) The Borrower shall give the Issuing Bank selected
by it notice at least three Business Days (or such shorter notice as may be
acceptable to such Issuing Bank in its discretion) prior to the requested date
of issuance or extension of a Letter of Credit specifying the date such Letter
of Credit is to be issued or extended, and describing the terms of such Letter
of Credit and the nature of the transactions to be supported thereby in
reasonable detail (such notice, a “Notice of Issuance”). Upon
receipt of a Notice of Issuance, such Issuing Bank shall promptly notify the
Servicing Agent, and the Servicing Agent shall promptly notify each Bank of the
contents thereof and of the amount of such Bank’s participation in such Letter
of Credit. 

(ii) The obligation of an Issuing Bank to issue each
Letter of Credit shall, in addition to the conditions precedent set forth in
Section 3.02, be subject to the condition precedent that such Letter of Credit
shall be in such form and contain such terms as shall be satisfactory to such
Issuing Bank and the Borrower. The Borrower shall also pay to each Issuing Bank
for its own account customary issuance, drawing, amendment and extension charges
in the amounts and at the times as agreed between the Borrower and such Issuing
Bank.

(iii) The renewal of any Letter of Credit shall be
deemed to be an issuance of such Letter of Credit, and if any Letter of Credit
contains a provision pursuant to which it is deemed to be renewed unless notice
of termination is given by the applicable Issuing Bank, such Issuing Bank shall
give such notice of termination if and only if (x) such Issuing Bank is so
instructed by the Borrower in writing not less than three Business Days prior to
the deadline for doing so, (y) a Stop Issuance Notice is in effect or (z) the
extended term of such Letter of Credit would end after the Letter of Credit
Termination Date applicable to such Issuing Bank. No Letter of Credit issued by
any Issuing Bank shall have a term extending or extendible beyond the Letter of
Credit Termination Date applicable to such Issuing Bank. 


29 







(c) Payments; Reimbursement Obligations. 

(i) Upon receipt from the beneficiary of any Letter of
Credit of any notice of a drawing under such Letter of Credit, the applicable
Issuing Bank shall notify the Servicing Agent and the Servicing Agent shall
promptly notify the Borrower and each other Bank as to the amount to be paid as
a result of such demand or drawing and the date such payment is to be made by
such Issuing Bank (the “Payment
Date”). The Borrower shall be
irrevocably and unconditionally obligated to reimburse such Issuing Bank for any
amounts paid by such Issuing Bank upon any drawing under any Letter of Credit,
without presentment, demand, protest or other formalities of any kind. Such
reimbursement shall be due from the Borrower on the date of receipt by it of
notice from the applicable Issuing Bank of its obligation to make such payment
(or, if such notice is received by the Borrower after 1:00 P.M. (New York time)
on any date, on the next succeeding Business Day); provided that if and to the extent
any such reimbursement is not made by the Borrower in accordance with this
clause (i) or clause (ii) on the Payment Date, then (irrespective of when notice
thereof is received by the Borrower), such reimbursement obligation shall bear
interest, payable on demand, for each day from and including the Payment Date to
but not including the date such reimbursement obligation is paid in full at a
rate per annum equal to the rate applicable to Base Rate Loans for such day.


(ii) All such amounts paid by an Issuing Bank and
remaining unpaid by the Borrower (a “Reimbursement Obligation”)
shall, if and to the extent that the amount of such Reimbursement Obligation
would be permitted as a Borrowing pursuant to Section 2.01, and unless the
Borrower otherwise instructs the Servicing Agent by not less than one Business
Day’s prior notice, convert automatically to Base Rate Loans on the date such
Reimbursement Obligation arises. The Servicing Agent shall, on behalf of the
Borrower (which hereby irrevocably directs the Servicing Agent so to act on its
behalf), give notice no later than 11:00 A.M. (New York time) on such date
requesting each Bank to make, and each Bank hereby agrees to make, a Base Rate
Loan, in an amount equal to such Bank’s Percentage of the Reimbursement
Obligation with respect to which such notice relates. Each Bank shall make such
Loan available to the Servicing Agent at its address referred to in Section 9.01
in immediately available funds, not later than 1:00 P.M. (New York time), on the
date specified in such notice. The Servicing Agent shall pay the proceeds of
such Loans to the applicable Issuing Bank, which shall immediately apply such
proceeds to repay the Reimbursement Obligation. 

(iii) To the extent the Reimbursement Obligation is not
refinanced by a Bank pursuant to clause (ii) above, such Bank will pay to the
Servicing Agent, for the account of the applicable Issuing Bank, immediately
upon such Issuing Bank’s demand at any time during the period commencing after
such Reimbursement Obligation arises until reimbursement therefor in full by the
Borrower, an amount equal to such Bank’s Percentage of such Reimbursement
Obligation, together with interest on such amount for each day from the date of
the applicable Issuing Bank’s demand for such payment (or, if such demand is
made after 1:00 P.M. (New York time) on such date, from the next succeeding
Business Day) to the date of payment by such Bank of such amount at a rate of
interest per annum equal to the Federal Funds Rate for the first three Business
Days after the date of such demand and thereafter at a rate per annum equal to
the Base Rate for each additional day. Each Issuing Bank will pay to each Bank
ratably all amounts received from the Borrower for application in payment of its
Reimbursement Obligations in respect of any Letter of Credit, but only to the
extent such Bank has made payment to such Issuing Bank in respect of such Letter
of Credit pursuant hereto. 

30 







(iv) In the event that any payment of any Reimbursement
Obligation by the Borrower to any Issuing Bank is required to be returned to the
Borrower (x) if and to the extent the Banks shall have previously funded their
participations in such Reimbursement Obligation pursuant to clause (iii) above,
each Bank shall return to such Issuing Bank any portion of such payment
previously distributed to it by such Issuing Bank and (y) if and to the extent
the Banks shall not have previously funded such Reimbursement Obligation, the
Banks obligations under clause (iii) above shall apply as if such Reimbursement
Obligation were due but not paid at such time. 

(v) To the extent there is a conflict between this
Agreement and any Issuing Bank’s application, reimbursement agreement or related
document or agreement, the terms of this Agreement shall govern. 

(d) Obligations Absolute. The obligations of the
Borrower and each Bank under subsection (c) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under all circumstances whatsoever, including
without limitation the following circumstances:

(i) any lack of validity or enforceability of this
Agreement or any Letter of Credit, or any term or provision therein or any
document related hereto or thereto;

(ii) any amendment or waiver of or any consent to
departure from all or any of the provisions of this Agreement or any Letter of
Credit or any document related hereto or thereto;

(iii) the use which may be made of the Letter of Credit
by, or any acts or omission of, a beneficiary of a Letter of Credit (or any
Person for whom the beneficiary may be acting);

(iv) the existence of any claim, set-off, defense or
other rights that the Borrower may have at any time against a beneficiary of a
Letter of Credit (or any Person for whom the beneficiary may be acting), any
Bank (including any Issuing Bank) or any other Person, whether in connection
with this Agreement or the Letter of Credit or any document related hereto or
thereto or any unrelated transaction;

(v) any statement or any other draft or document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect whatsoever;

(vi) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other documents that do not comply
with the terms of such Letter of Credit; or 

31 







(vii) any other act or omission to act or delay of any
kind by any Bank (including any Issuing Bank), the Servicing Agent or any other
Person or any other event or circumstance whatsoever that might, but for the
provisions of this subsection (vii), constitute a legal or equitable discharge
of, or provide a right of setoff against, or defense to the Borrower’s or the
Bank’s obligations hereunder. 

(e) Indemnification; Expenses. 

(i) Borrower hereby indemnifies and holds harmless
each Bank (including each Issuing Bank) and the Servicing Agent from and against
any and all claims, damages, losses, liabilities, costs or expenses which it may
reasonably incur in connection with a Letter of Credit issued pursuant to this
Section 2.18; provided that the Borrower
shall not be required to indemnify any Bank, or the Servicing Agent, for any
claims, damages, losses, liabilities, costs or expenses, to the extent the same
has been caused by the gross negligence or willful misconduct (as finally
determined by a court of competent jurisdiction) of such Person. 

(ii) Neither any of the Banks (including an Issuing
Bank) nor the Servicing Agent nor any of their officers or directors or
employees or agents shall be liable or responsible, by reason of or in
connection with the execution and delivery or transfer of or payment or failure
to pay under any Letter of Credit, including without limitation any of the
circumstances enumerated in Section 2.18(d) above or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that,
notwithstanding Section 2.18(d), the Borrower shall have a claim for direct (but
not consequential, punitive or any other indirect) damage suffered by it, to the
extent caused by the Issuing Bank's failure to exercise care when handling a
drawing under a Letter of Credit or determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof. The
parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a
court of competent jurisdiction), the Issuing Bank shall be deemed to have
exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties hereto agree that, with
respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, an Issuing Bank may, in its
sole discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit. 

(iii) Nothing in this subsection (e) is intended to
limit the obligations of the Borrower under any other provision of this
Agreement. To the extent the Borrower does not indemnify an Issuing Bank as
required by this subsection, the Banks agree to do so ratably in accordance with
their Commitments. 

32 







(f) Letter of Credit Reports. Each Issuing Bank shall furnish (i) to the
Servicing Agent on the first Business Day of each month a written report
summarizing issuance and expiration dates of Letters of Credit during the
preceding month and drawings during such month under all Letters of Credit and
(ii) to the Servicing Agent and each Bank on the first Business Day of each
calendar quarter a written report setting forth the average daily aggregate
available amount during the preceding calendar quarter of all Letters of Credit.


Section 2.19 Stop Issuance Notice.
If the Required Banks determine at any time that the conditions set forth in
Section 3.02 would not be satisfied in respect of a Borrowing at such time, then
the Required Banks may request that the Servicing Agent issue a “Stop Issuance Notice”, and the Servicing Agent shall issue such notice
to each Issuing Bank. Such Stop Issuance Notice shall be withdrawn upon a
determination by the Required Banks that the circumstances giving rise thereto
no longer exist. No Letter of Credit shall be issued while a Stop Issuance
Notice is in effect. The Required Banks may request issuance of a Stop Issuance
Notice only if there is a reasonable basis therefor, and shall consider
reasonably and in good faith a request from the Borrower for withdrawal of the
same on the basis that the conditions in Section 3.02 are satisfied;
provided that the Servicing Agent and the Issuing Banks
may and shall conclusively rely on any Stop Issuance Notice while it remains in
effect. The absence of a Stop Issuance Notice at any time shall not affect the
rights and obligations of the parties hereto at any time that the conditions set
forth in Section 3.02 would not be satisfied in respect of a Borrowing at such
time or create any implication that such conditions would be satisfied at such
time. 

Section 2.20 Defaulting Banks.


(a) If a Bank becomes, and during the period it
remains, a Defaulting Bank, the following provisions shall apply:

(i) such Defaulting Bank’s Letter of Credit
Liabilities will, subject to the limitation in the first proviso below and
provided that no Event of Default has occurred and is containing, automatically
be reallocated (effective on the day such Bank becomes a Defaulting Bank) among
the Non-Defaulting Banks pro rata in accordance with their respective
Commitments; provided that (A) the sum
of each Non-Defaulting Bank’s aggregate principal amount of Loans and allocated
share of the Letter of Credit Liabilities may not in any event exceed the
Commitment of such Non-Defaulting Bank as in effect at the time of such
reallocation and (B) subject to Section 9.14, neither such reallocation nor any
payment by a Non-Defaulting Bank pursuant thereto will constitute a waiver or
release of any claim the Borrower, the Servicing Agent, any Issuing Bank, or any
other Bank may have against such Defaulting Bank or cause such Defaulting Bank
to be a Non-Defaulting Bank;

(ii) to the extent that any portion (the
“unreallocated
portion”) of the Defaulting
Bank’s Letter of Credit Liabilities cannot be so reallocated, whether by reason
of the first proviso in clause (i) above or otherwise, the Borrower will, not
later than three Business Days after demand by the Servicing Agent (at the
direction of the applicable Issuing Bank(s)), (A) cash collateralize the
obligations of the Borrower in respect of such Letter of Credit Liabilities in
an amount at least equal to the aggregate amount of the unreallocated portion of
such Letter of Credit Liabilities, or (B) make other arrangements satisfactory
to the Servicing Agent and the applicable Issuing Bank(s), as the case may be,
in their reasonable discretion to protect them against the risk of non-payment
by such Defaulting Bank;

33 







(iii) any payment of principal, interest, fees or other
amounts received by the Servicing Agent for the account of such Defaulting Bank
(whether voluntary or mandatory, at maturity, pursuant to Article 6 or
otherwise) or received by the Servicing Agent from a Defaulting Bank pursuant to
Section 9.04 shall be applied at such time or times as may be determined by the
Servicing Agent as follows: first, to the payment of
any amounts owing by such Defaulting Bank to the Servicing Agent hereunder;
second, to the payment on a pro rata basis of any
amounts owing by such Defaulting Bank to any Issuing Bank hereunder;
third, to cash collateralize the Letter of Credit
Liabilities of such Defaulting Bank in accordance with this Section 2.20;
fourth, as the Borrower may request (so long as no
Default exists), to the funding of any Loan in respect of which such Defaulting
Bank has failed to fund its portion thereof as required by this Agreement, as
determined by the Servicing Agent; fifth, if so determined by
the Servicing Agent and the Borrower, to be held in a deposit account and
released pro rata in order to (x) satisfy such Defaulting Bank’s potential
future funding obligations with respect to Loans under this Agreement and (y)
cash collateralize the future Letter of Credit Liabilities of such Defaulting
Bank with respect to future Letters of Credit issued under this Agreement;
sixth, to the payment of any amounts owing to the Banks
or the Issuing Banks as a result of any judgment of a court of competent
jurisdiction obtained by any Bank or the Issuing Banks against such Defaulting
Bank as a result of such Defaulting Bank’s breach of its obligations under this
Agreement; seventh, so long as no Default exists, to the payment of
any amounts owing to the Borrower as a result of any judgment of a court of
competent jurisdiction obtained by the Borrower against such Defaulting Bank as
a result of such Defaulting Bank's breach of its obligations under this
Agreement; and eighth, to such Defaulting
Bank or as otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the
principal amount of any Loans or Letter of Credit Liabilities in respect of
which such Defaulting Bank has not fully funded its appropriate share, and (y)
such Loans were made or the related Letters of Credit were issued at a time when
the conditions set forth in Section 3 were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and Letter of Credit Liabilities
owed to, all Non-Defaulting Banks on a pro rata basis prior to being applied to
the payment of any Loans of, or Letter of Credit Liabilities owed to, such
Defaulting Bank until such time as all Loans and funded and unfunded
participations in Letter of Credit Liabilities are held by the Banks pro rata in
accordance with the Commitments without giving effect to Section 2.20(a)(i).
Any payments, prepayments or other amounts paid or payable to a Defaulting Bank
that are applied (or held) to pay amounts owed by a Defaulting Bank or to post
cash collateral pursuant to this Section 2.20(a)(iii) shall be deemed paid to
and redirected by such Defaulting Bank, and each Bank irrevocably consents
hereto; and

(iv) so long as such Bank is a Defaulting Bank or a
Potential Defaulting Bank, the Issuing Banks shall not be required to issue,
amend or increase any Letter of Credit, unless it is satisfied that the related
exposure and such Defaulting Bank’s or such Potential Defaulting Bank’s then
outstanding Letter of Credit Liabilities will be 100% covered by the Commitments
of the Non-Defaulting Banks and/or cash collateral will be provided by the
Borrower in accordance with Section 2.20(a)(ii), and participating interests in
any newly issued or increased Letter of Credit shall be allocated among
Non-Defaulting Banks in a manner consistent with Section 2.20(a)(ii) (and such
Defaulting Bank or Potential Defaulting Bank shall not participate
therein).

34 







(b) No Commitment of any Bank shall be increased or
otherwise affected, and, except as otherwise expressly provided in this Section
2.20, performance by the Borrower of its obligations shall not be excused or
otherwise modified as a result of the operation of this Section 2.20. The rights
and remedies against a Defaulting Bank under this Section 2.20 are in addition
to any other rights and remedies which the Borrower, the Servicing Agent, any
Issuing Bank or any Bank may have against such Defaulting Bank. 

(c) If the Borrower, each Issuing Bank and the
Servicing Agent agree in writing in their reasonable determination that a
Defaulting Bank or a Potential Defaulting Bank should no longer be deemed to be
a Defaulting Bank or a Potential Defaulting Bank, as the case may be, the
Servicing Agent will so notify the parties hereto, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein
(which may include arrangements with respect to any cash collateral), that Bank
will, to the extent applicable, purchase at par that portion of outstanding
Loans of the other Banks or take such other actions as the Servicing Agent may
determine to be necessary to cause the Loans to be funded and held on a pro rata
basis by the Banks in accordance with their Percentages, whereupon such Bank
will cease to be a Defaulting Bank or Potential Defaulting Bank; provided that
no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Borrower while that Bank was a Defaulting
Bank; and provided, further, that except to the extent otherwise expressly
agreed by the affected parties, no change hereunder from Defaulting Bank or
Potential Defaulting Bank to Bank will constitute a waiver or release of any
claim of any party hereunder arising from such Bank’s having been a Defaulting
Bank or Potential Defaulting Bank. 

(d) The Borrower may terminate the unused amount of
the Commitment of any Bank that is a Defaulting Bank upon not less than ten
Business Days’ prior notice to the Servicing Agent (which shall promptly notify
the Banks thereof), and in such event the provisions of Section 2.20(a)(iii)
will apply to all amounts thereafter paid by the Borrower for the account of
such Defaulting Bank under this Agreement (whether on account of principal,
interest, fees, indemnity or other amounts); provided that (i) no Event of
Default shall have occurred and be continuing, and (ii) such termination shall
not be deemed to be a waiver or release of any claim the Borrower, the
Administrative Agents, the Servicing Agent, any Issuing Bank or any Bank may
have against such Defaulting Bank. 

35 







ARTICLE
3
Conditions

Section 3.01 Effectiveness. This
Agreement shall become effective on the date that each of the following
conditions shall have been satisfied (or waived in accordance with Section
9.05):

(a) receipt by the Administrative Agents of
counterparts hereof signed by each of the parties hereto (or, in the case of any
party as to which an executed counterpart shall not have been received, receipt
by the Administrative Agents in form satisfactory to them of written
confirmation from such party of execution of a counterpart hereof by such
party); 

(b) receipt by the Administrative Agents of an opinion
of Laura Stein, Esq., Executive Vice President – General Counsel and Corporate
Affairs for the Borrower, covering such additional matters relating to the
transactions contemplated hereby with respect to the Delaware General
Corporation Law as the Required Banks may reasonably request;

(c) receipt by the Administrative Agents of an opinion
of Blohm Law, special counsel for the Borrower, covering such additional matters
relating to the transactions contemplated hereby with respect to federal or New
York state law as the Required Banks may reasonably request;

(d) receipt by the Administrative Agents of all
documents the Administrative Agents may reasonably request relating to the
existence of the Borrower, the corporate authority for and the validity of this
Agreement and the Notes, and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agents;

(e) payment by the Borrower to each Administrative
Agent and to the Servicing Agent for the account of each Bank a fee in the
amounts heretofore mutually agreed upon;

(f) receipt by the Administrative Agents of evidence
of the termination of, and payment in full of all amounts owing under, the
$1,100,000,000 Credit Agreement dated as of October 1, 2014 among the Borrower,
the lenders parties thereto and Citibank, N.A., JPMorgan Chase Bank, N.A. and
Wells Fargo, National Association, as administrative agents, and each of the
Banks that is a party to such credit agreement hereby waives any requirement of
prior notice for such termination or payment;

(g) receipt by the Administrative Agents of an
officer’s certificate from the Borrower certifying that, since June 30, 2016,
there has been no material adverse change in the business, financial position,
results of operations or prospects of the Borrower and its Consolidated
Subsidiaries, considered as a whole, except as publicly disclosed prior to the
date hereof, 

36 








provided that this Agreement shall not become effective or
be binding on any party hereto unless all of the foregoing conditions are
satisfied not later than February 8, 2017. The Administrative Agents shall
promptly notify the Borrower and the Banks of the Effective Date, and such
notice shall be conclusive and binding on all parties hereto. 


Section 3.02 Borrowings
and Letters of Credit Issuances. The obligation of any Bank to make a Loan on the occasion of any
Borrowing and the obligation of an Issuing Bank to issue (or renew or extend the
term of) any Letter of Credit is subject to the satisfaction of the following
conditions (unless waived in accordance with Section 9.05): 

(a) receipt by the Servicing
Agent of a Notice of Borrowing as required by Section 2.02 or 2.03 or a Notice
of Issuance as required by Section 2.18(b), as the case may be;

(b) the fact that, immediately
after such Borrowing or Letter of Credit issuance, the Total Outstanding Amount
will not exceed the aggregate amount of the Commitments; 

(c) the fact that, immediately
before and after such Borrowing or Letter of Credit issuance, no Default shall
have occurred and be continuing; and 

(d) the fact that the
representations and warranties of the Borrower contained in this Agreement
(other than the representations and warranties set forth in Section 4.04(b) and
4.05(a)) shall be true on and as of the date of such Borrowing or Letter of
Credit issuance. 

Each Borrowing or Letter of
Credit issuance hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing or Letter of Credit issuance as to
the facts specified in clauses (b), (c) and (d) of this Section. 

ARTICLE
4
Representations and
Warranties 

The Borrower represents and
warrants that: 

Section 4.01 Corporate
Existence and Power. The
Borrower is a corporation duly incorporated, validly existing and in good
standing under the laws of Delaware, and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted. 

Section 4.02 Corporate
and Governmental Authorization; No Contravention. The execution, delivery and performance by the
Borrower of this Agreement and the Notes are within the Borrower’s corporate
powers, have been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body, agency or
official and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or bylaws of
the Borrower or of any material agreement, judgment, injunction, order, decree
or other instrument binding upon the Borrower or result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.


37







Section 4.03 Binding
Effect. This Agreement
constitutes a legal, valid and binding agreement of the Borrower, and each Note,
when executed and delivered in accordance with this Agreement, will constitute a
legal, valid and binding obligation of the Borrower, in each case enforceable
against the Borrower in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


Section 4.04 Financial
Information.


(a) The consolidated balance
sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2016 and
the related statements of consolidated earnings and consolidated cash flows for
the fiscal year then ended, reported on by Ernst & Young LLP and set forth
in the Borrower’s 2016 Form 10-K, fairly present, in conformity with generally
accepted accounting principles, the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such fiscal year.


(b) Since June 30, 2016, there
has been no material adverse change in the business, financial position, results
of operations or prospects of the Borrower and its Consolidated Subsidiaries,
considered as a whole, except as publicly disclosed prior to the date hereof.


Section 4.05 Litigation. There is
no action, suit or proceeding pending against, or to the knowledge of the
Borrower threatened against or affecting, the Borrower or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency or
official which (a) could reasonably be expected to have a material adverse
effect on the business, consolidated financial position or consolidated results
of operations of the Borrower and its Consolidated Subsidiaries considered as a
whole except as publicly disclosed prior to the date hereof or (b) in any manner
draws into question the validity of this Agreement or the Notes. 

Section 4.06 Compliance
with ERISA. Each member of
the ERISA Group has materially fulfilled its obligations under the minimum
funding standards of ERISA and the Internal Revenue Code with respect to each
Plan and is in compliance in all material respects with the presently applicable
provisions of ERISA and the Internal Revenue Code with respect to each Plan. No
member of the ERISA Group has (i) sought a waiver of the minimum funding
standard under Section 412 of the Internal Revenue Code in respect of any Plan,
(ii) failed to make any material contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement, or made any
amendment to any Plan or Benefit Arrangement, which has resulted or could
reasonably be expected to result in the imposition of a Lien or the posting of a
bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any material liability under Title IV of ERISA other than a liability
to the PBGC for premiums under Section 4007 of ERISA. 

38







Section 4.07 Environmental Matters.
In the ordinary course of its business, the Borrower conducts an ongoing review
of the effect of Environmental Laws on the business, operations and properties
of the Borrower and its Subsidiaries, in the course of which it identifies and
evaluates associated liabilities and costs (including, without limitation, any
capital or operating expenditures required for clean-up or closure of properties
presently or previously owned, any capital or operating expenditures required to
achieve or maintain compliance with environmental protection standards imposed
by law or as a condition of any license, permit or contract, any related
constraints on operating activities, including any periodic or permanent
shutdown of any facility or reduction in the level of or change in the nature of
operations conducted thereat and any actual or potential liabilities to third
parties, including employees, and any related costs and expenses). On the basis
of this review, the Borrower has reasonably concluded that Environmental Laws
are unlikely to have a material adverse effect on the business, financial
condition, results of operations or prospects of the Borrower and its
Consolidated Subsidiaries, considered as a whole except as publicly disclosed
prior to the date hereof. 

Section 4.08 Taxes. United States
Federal income tax returns of the Borrower and its Subsidiaries have been
examined and/or closed through the fiscal year ended June 30, 2012. The Borrower
and its Subsidiaries have filed all United States Federal income tax returns and
all other material tax returns which are required to be filed by them and have
paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower or any Subsidiary. The charges, accruals and reserves
on the books of the Borrower and its Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Borrower, adequate. 

Section 4.09 Subsidiaries. Each of
the Borrower’s corporate Material Subsidiaries is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted. 

Section 4.10 Full
Disclosure. Subject to the
proviso at the end of this Section 4.10, all information heretofore furnished in
writing by the Borrower to any Agent or any Bank for purposes of or in
connection with this Agreement or any transaction contemplated hereby is, when
taken as a whole, accurate in all material respects on the date as of which such
information is stated or certified. Subject to the qualification for Nonpublic
Information set forth in Section 5.01, the Borrower has disclosed to the Banks
in writing any and all facts which materially and adversely affect the business,
operations or financial condition of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or the ability of the Borrower to perform its
obligations under this Agreement, provided that, with respect to projected
financial information (if any) the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time. 

Section 4.11 Margin
Regulations. The Borrower is not engaged in
the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System). 

Section 4.12 Investment
Company Act. The Borrower is
not an “investment company” under the Investment Company Act of 1940, as
amended. 

39







Section 4.13 Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in
effect policies and procedures designed to achieve compliance by the Borrower,
its Subsidiaries and their respective directors, officers, employees and agents
(acting in their capacities as such) with Anti-Corruption Laws and applicable
Sanctions, and the Borrower, its Subsidiaries and their respective officers and
employees (acting in their capacities as such) and to the knowledge of the
Borrower, its directors and agents (acting in their capacities as such), are in
compliance with Anti-Corruption Laws and applicable Sanctions in all material
respects. None of (a) the Borrower, any Subsidiary or any of their respective
directors, officers or employees, or (b) to the knowledge of the Borrower, any
agent of the Borrower or any Subsidiary that will act in any capacity in
connection with or benefit from the credit facility established hereby, is a
Sanctioned Person.

ARTICLE
5
Covenants


The Borrower agrees that, so
long as any Bank has any Credit Exposure hereunder: 

Section 5.01 Information. The
Borrower will deliver to the Servicing Agent (on behalf of itself and the
Banks): 

(a) as soon as available and in
any event within 90 days after the end of each fiscal year of the Borrower, the
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such fiscal year and the related statements of consolidated
earnings and consolidated cash flows for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all reported
on in a manner acceptable to the Securities and Exchange Commission by Ernst
& Young LLP or other independent public accountants of nationally recognized
standing; 

(b) as soon as available and in
any event within 45 days after the end of each of the first three quarters of
each fiscal year of the Borrower, the consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such quarter and the related
statements of consolidated earnings and consolidated cash flows for such quarter
and for the portion of the Borrower’s fiscal year ended at the end of such
quarter, setting forth in each case in comparative form the figures for the
corresponding quarter and the corresponding portion of the Borrower’s previous
fiscal year, all certified (subject to normal year-end adjustments) as to
fairness of presentation, generally accepted accounting principles and
consistency by the chief financial officer or the chief accounting officer of
the Borrower; 

(c) simultaneously with the
delivery of each set of financial statements referred to in clauses (a) and (b)
above, a certificate of the chief financial officer or the chief accounting
officer of the Borrower (i) setting forth in reasonable detail the calculations
required to establish whether the Borrower was in compliance with the
requirements of Section 5.05 and Section 5.06 on the date of such financial
statements and (ii) stating whether any Default exists on the date of such
certificate and, if any Default then exists, setting forth the details thereof
and the action which the Borrower is taking or proposes to take with respect
thereto;

40







(d) within five days after any executive officer or financial officer of the
Borrower obtains knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth the details thereof and the action which the Borrower
is taking or proposes to take with respect thereto; 

(e) promptly upon the mailing thereof to the stockholders of the Borrower
generally, copies of all financial statements, reports and proxy statements so
mailed; 

(f) promptly upon the filing thereof, copies of all registration statements
(other than the exhibits thereto and any registration statements on Form S-8 or
its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents)
which the Borrower shall have filed with the Securities and Exchange Commission;


(g) if and when any member of the ERISA Group (i) gives or is required to
give notice to the PBGC of any “reportable event” (as defined in Section 4043 of
ERISA) with respect to any Plan which might reasonably constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
such notice; (iv) applies for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of
such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any material payment or contribution to any Plan
or Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could
reasonably be expected to result in the imposition of a Lien or the posting of a
bond or other security, a certificate of the chief financial officer or the
chief accounting officer of the Borrower setting forth details as to such
occurrence and action, if any, which the Borrower or applicable member of the
ERISA Group is required or proposes to take; and 

(h) promptly following, and in any event within 10 days of, any change in a
senior unsecured long-term debt rating by S&P or Moody’s, notice thereof;
and 

(i) from time to time such additional information regarding the financial
position or business of the Borrower and its Subsidiaries as any Administrative
Agent or the Servicing Agent, at the request of any Bank, may reasonably
request. 

41







Information required to be
delivered pursuant to subsections (a), (b), (e) or (f) above shall be deemed to
have been delivered on the date on which the Borrower provides notice to the
Servicing Agent for distribution to the Banks that such information has been
posted on the Borrower’s website on the Internet at the website address listed
on the signature pages hereof or at
http://www.sec.gov/edgar/searchedgar/webusers.htm; provided that such notice may be included in a certificate delivered pursuant to
subsection 5.01(c). Any document or notice required to be delivered pursuant to
this Section 5.01 may also be delivered to the Servicing Agent for posting by
the Servicing Agent to a website or information platform accessible by the Banks
(the “Platform”). Concurrently with such delivery to the
Servicing Agent, the Borrower shall indicate in writing whether such document or
notice contains Nonpublic Information. The Borrower, each Agent and each Bank
acknowledge that certain of the Banks may be “public-side” Banks (i.e., Banks
that do not wish to receive material non-public information with respect to the
Borrower, its Subsidiaries or their securities) and, if documents or notices
required to be delivered pursuant to this Section 5.01 or otherwise are being
distributed by the Servicing Agent through the Platform, any document or notice
that the Borrower has indicated contains Nonpublic Information shall not be
posted on that portion of the Platform designated for such public-side Banks and
shall be treated as confidential as set forth in Section 9.07. If the Borrower
has not indicated whether a document or notice delivered pursuant to this
Section 5.01 contains Nonpublic Information, the Servicing Agent reserves the
right to post such document or notice solely on that portion of the Platform
designated for Banks who wish to receive material nonpublic information with
respect to the Borrower, its Subsidiaries and their securities. 

Section 5.02 Maintenance
of Property; Insurance. (a)
The Borrower will keep, and will cause each Subsidiary to keep, all material
property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted; provided that nothing in this Section 5.02(a) shall prohibit the disposal of any
material property if the Borrower in good faith determines that such disposal is
in the best interest of the Borrower. 

(b) The Borrower will, and will
cause each of its Subsidiaries to, maintain (either in the name of the Borrower
or in such Subsidiary’s own name) with financially sound and responsible
insurance companies, insurance on all their respective material properties in at
least such amounts and against at least such risks (and with such risk
retention) as are usually insured against in the same general area by companies
of established repute engaged in the same or a similar business; and will
furnish to the Banks, upon request from the Administrative Agents, information
presented in reasonable detail as to the insurance so carried. 

Section 5.03 Conduct of
Business and Maintenance of Existence. The Borrower will continue, and will cause each Material Subsidiary to
continue, to engage in businesses of the same general types as are now conducted
by the Borrower and its Material Subsidiaries, and will preserve, renew and keep
in full force and effect, and will cause each Material Subsidiary to preserve,
renew and keep in full force and effect, their respective corporate existences
and their respective rights, privileges and franchises necessary or desirable in
the normal conduct of business; provided that nothing in
this Section 5.03 shall prohibit (i) the merger of a Material Subsidiary into
the Borrower or the merger or consolidation of a Material Subsidiary with or
into another Person if the corporation surviving such consolidation or merger is
a Material Subsidiary and if, in each case, after giving effect thereto, no
Default shall have occurred and be continuing or (ii) the termination of the
corporate existence of any Material Subsidiary if the Borrower in good faith
determines that such termination is in the best interest of the Borrower.


42







Section 5.04 Compliance
with Laws.

(a) The Borrower will comply, and
cause each Subsidiary to comply, in all material respects with all applicable
laws, ordinances, rules, regulations, and requirements of governmental
authorities (including, without limitation, Environmental Laws and ERISA and the
rules and regulations thereunder), except where (i) the failure to so comply,
individually or in the aggregate, could not reasonably be expected to have a
material adverse effect on the business, consolidated financial position or
consolidated results of operations of the Borrower and its Consolidated
Subsidiaries or (ii) the necessity of compliance therewith is contested in good
faith by appropriate proceedings. 

(b) The Borrower will maintain in
effect and enforce policies and procedures designed to achieve compliance by the
Borrower, its Subsidiaries and their respective directors, officers, employees
and agents (acting in their capacities as such) with Anti-Corruption Laws and
applicable Sanctions.

Section 5.05 Consolidated
Interest Coverage Ratio. The
Borrower will not permit the ratio of Consolidated EBITDA to Consolidated
Interest Expense for any four consecutive fiscal quarters, commencing with the
four fiscal quarters ending March 31, 2017, to be less than 4.0:1.


Section 5.06 Negative
Pledge. Neither the Borrower
nor any Subsidiary will create, assume or suffer to exist any Lien on any asset
now owned or hereafter acquired by it, except: 

(a) Liens existing on the date of
this Agreement securing Debt outstanding on the date of this Agreement in a
principal amount not exceeding $1,000,000 individually and not exceeding
$10,000,000 in the aggregate; 

(b) any Lien existing on the date
of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the
date of this Agreement in a principal amount of at least $1,000,000
individually; 

(c) any Lien existing on any
asset of any corporation at the time such corporation becomes a Subsidiary and
not created in contemplation of such event; 

(d) any Lien on any asset
securing Debt incurred or assumed for the purpose of financing all or any part
of the cost of acquiring such asset, provided that such Lien attaches to such
asset concurrently with or within 90 days after the acquisition thereof;


(e) any Lien on any asset of any
corporation existing at the time such corporation is merged or consolidated with
or into the Borrower or a Subsidiary and not created in contemplation of such
event; 

(f) any Lien existing on any
asset prior to the acquisition thereof by the Borrower or a Subsidiary and not
created in contemplation of such acquisition; 

43







(g) any Lien arising out of the refinancing, extension, renewal or refunding
of any Debt secured by any Lien permitted by any of the foregoing clauses of
this Section, provided that such Debt is not increased (other than any increase
reflecting the costs of such refinancing, extension, renewal or refunding) and
is not secured by any additional assets; 

(h) Liens arising in the ordinary course of its business which (i) do not
secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an
amount exceeding $200,000,000 and (iii) do not in the aggregate materially
detract from the value of its assets or materially impair the use thereof in the
operation of its business; 

(i) Liens on cash and cash equivalents securing Derivatives Obligations;
provided that the aggregate amount of cash and cash equivalents subject to such
Liens may at no time exceed $100,000,000; 

(j) easements, rights of way, restrictions, encroachments, and other minor
defects or irregularities in title, in each case which do not and will not
interfere in any material respect with the ordinary conduct of the business of
the Borrower or any Subsidiary; 

(k) any interest or title of a lessor or sublessor under any lease of real
estate permitted hereunder; 

(l) any zoning or similar law or right reserved to or vested in any
governmental office or agency to control or regulate the use of any real
property; and 

(m) Liens not otherwise permitted by the foregoing clauses of this Section
securing Debt in an aggregate principal amount at any time outstanding not to
exceed $50,000,000. 

Section 5.07 Consolidations, Mergers and Sales of Assets. The Borrower will not (i) consolidate or merge
with or into any other Person unless the Borrower remains the surviving entity
following such consolidation or merger, (ii) sell, lease or otherwise transfer
all or substantially all of the assets of the Borrower to any other Person or
(iii) sell, lease or otherwise transfer, directly or indirectly, a substantial
part of the assets of the Borrower and its Subsidiaries, taken as a whole, to
any other Person if (in the case of this clause (iii)) such sale will result in
a material adverse change in the business, financial position, results of
operations or prospects of the Borrower and its Subsidiaries, taken as a
whole. 

Section 5.08 Use of
Proceeds. The proceeds of the
Loans made under this Agreement will be used by the Borrower for general
corporate purposes. None of such proceeds will be used, directly or indirectly,
in violation of the Margin Regulations. The Borrower will not request any
Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure
that its Subsidiaries and its or their respective directors, officers, employees
and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A)
in furtherance of an offer, payment, promise to pay, or authorization of the
payment or giving of money, or anything else of value, to any Person in
violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing
or facilitating any activities, business or transaction of or with any
Sanctioned Person, or in any Sanctioned Country, in violation of applicable law
or regulation, or (C) in any manner that would result in the violation of any
Sanctions applicable to any party hereto. 

44







ARTICLE
6
Defaults

Section 6.01 Events of
Default. If one or more of
the following events (“Events of
Default”) shall have occurred and
be continuing: 

(a) the Borrower shall fail to pay when due any principal of any Loan or any
Reimbursement Obligation, or shall fail to pay within five days of the due date
thereof any interest, fees or any other amount payable hereunder; 

(b) the Borrower shall fail to observe or perform any covenant contained in
Section 5.05 to 5.08, inclusive; 

(c) the Borrower shall fail to observe or perform any covenant or agreement
contained in this Agreement (other than those covered by clause (a) or (b)
above) for 30 days after written notice thereof has been given to the Borrower
by any Administrative Agent or the Servicing Agent at the request of any Bank;


(d) any representation, warranty, certification or statement made by the
Borrower in this Agreement or in any certificate, financial statement or other
document delivered pursuant to this Agreement shall prove to have been incorrect
in any material respect when made (or deemed made); 

(e) the Borrower and/or one or more of its Subsidiaries shall fail to make
one or more payments in respect of Derivatives Obligations in an aggregate
amount exceeding the Materiality Threshold; 

(f) any event or condition shall occur which results in the acceleration of
Debt of the Borrower and/or one or more of its Subsidiaries in an aggregate
amount that exceeds the Materiality Threshold or enables the holder of such Debt
or any Person acting on such holder’s behalf to accelerate the maturity thereof;


(g) the Borrower or any Material Subsidiary shall commence a voluntary case
or other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing; 

(h) an involuntary case or other proceeding shall be commenced against the
Borrower or any Material Subsidiary seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower or any Material Subsidiary under
the federal bankruptcy laws as now or hereafter in effect; 

45







(i) any member of the ERISA Group shall fail to pay when due an amount or
amounts aggregating in excess of $100,000,000 which it shall have become liable
to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan
shall be filed under Title IV of ERISA by any member of the ERISA Group, any
plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose material
liability (other than for premiums under Section 4007 of ERISA) in respect of,
or to cause a trustee to be appointed to administer any Material Plan; or there
shall occur a complete or partial withdrawal from, or a default, within the
meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
Multiemployer Plans which could cause one or more members of the ERISA Group to
incur a current payment obligation in excess of $100,000,000; 

(j) a judgment or order for the payment of money in excess of $100,000,000
shall be rendered against the Borrower or any Material Subsidiary and such
judgment or order shall continue unsatisfied and unstayed for a period of 60
days, provided, however, that any such judgment or order shall not be an Event
of Default under this Section 6.01(j) if and for so long as (i) the amount of
such judgment or order is covered by a valid and binding policy of insurance
between the defendant and the insurer covering payment thereof and (ii) such
insurer, which shall be rated at least “A” by A.M. Best Company, has been
notified of, and has not disputed the claim made for payment of, the amount of
such judgment or order; or 

(k) (x) any person or group of persons (within the meaning of Section 13 or
14 of the Securities Exchange Act of 1934) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under said Act) of 30% or more of the outstanding shares of
common stock of the Borrower or (y) during any period of twelve consecutive
calendar months, individuals who either were (1) directors of the Borrower on
the first day of such period or (2) nominated for election by the board of
directors of the Borrower, a majority of whom were directors on the first day of
such period or whose election or nomination for election was previously approved
by a majority of such directors, shall cease to constitute a majority of the
board of directors (excluding vacant seats) of the Borrower; 


46







then, and in every such event, the Servicing Agent shall (i) if requested
by Banks having more than 50% in aggregate amount of the Commitments, by notice
to the Borrower terminate the Commitments and they shall thereupon terminate,
and (ii) if requested by Banks holding more than 50% of the aggregate principal
amount of the Loans, by notice to the Borrower declare the Loans (together with
accrued interest thereon) to be, and the Loans shall thereupon become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause (g)
or (h) above with respect to the Borrower, without any notice to the Borrower or any other act
by the Servicing Agent or the Banks, the Commitments shall thereupon terminate
and the Loans (together with accrued interest thereon) shall become immediately
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower. 

Section 6.02 Notice of Default. The
Servicing Agent shall give notice to the Borrower under Section 6.01(c) promptly
upon being requested to do so by any Bank and shall thereupon notify all the
Banks thereof. 

Section 6.03 Cash Cover. The
Borrower agrees, in addition to the provisions of Section 6.01 hereof, that upon
the occurrence and during the continuance of any Event of Default, it shall, if
requested by the Servicing Agent upon the instruction of the Required Banks, pay
to the Servicing Agent an amount in immediately available funds (which funds
shall be held by the Servicing Agent as collateral pursuant to arrangements
satisfactory to it) equal to the aggregate amount available for drawing under
all Letters of Credit outstanding at such time; provided that upon the occurrence
of any Event of Default specified in Section 6.01(g) or Section 6.01(h) with
respect to the Borrower, the Borrower shall pay such amount forthwith without
any notice or demand or any other act by the Servicing Agent or the Banks.


ARTICLE 7

The Agents 

Section 7.01 Appointment and Authorization. Each Bank irrevocably appoints and authorizes the Administrative Agents
and the Servicing Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement and the Notes as are delegated to the
Administrative Agents and the Servicing Agent by the terms hereof or thereof,
together with all such powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Agents and the
Banks, and neither the Borrower shall have rights as a third party beneficiary
of any of such provisions, except as expressly provided in Section 7.06. It is
understood and agreed that the use of the term “agent” herein (or any other
similar term) with reference to an Administrative Agent or the Servicing Agent
is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead such
term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties. 

Section 7.02 Rights as a Bank.
JPMorgan Chase Bank, N.A.,
Citibank, N.A. and Wells Fargo Bank, National Association shall have the same
rights and powers in its capacity as a Bank as any other Bank and may exercise
the same as though it were not an Agent and the term “Bank” or “Banks” shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include JPMorgan Chase Bank, N.A., Citibank, N.A. and Wells Fargo Bank, National
Association serving as an Agent hereunder in its individual capacity. JPMorgan
Chase Bank, N.A., Citibank, N.A. and Wells Fargo Bank, National Association and
their respective affiliates may accept deposits from, lend money to, own
securities of, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrower or any
Subsidiary or other affiliate of the Borrower as if it were not an Agent
hereunder and without any duty to account therefor to the Banks. 

47 







Section 7.03 Duties of Agent; Exculpatory Provisions 

(a) The
duties of the Administrative Agents and the Servicing Agent hereunder are solely
administrative in nature and no Agent shall have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, neither the Administrative Agents nor the Servicing Agent:


(i) shall be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing; 

(ii) shall have any duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that an
Administrative Agent or the Servicing Agent is required to exercise as directed
in writing by the Required Banks (or such other number or percentage of the
Banks as shall be expressly provided for herein); provided that neither the Administrative Agents nor the Servicing Agent shall be
required to take any action that, in its opinion or the opinion of its counsel,
may expose it to liability or that is contrary to this Agreement or applicable
law, including for the avoidance of doubt any action that may be in violation of
the automatic stay under any debtor relief law or that may effect a forfeiture,
modification or termination of property of a Defaulting Bank in violation of any
debtor relief law; and 

(iii) shall, except as
expressly set forth herein, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Borrower or any of
its Related Parties that is communicated to or obtained by the Person serving as
an Administrative Agent or the Servicing Agent or any of its Related Parties in
any capacity. 

(b) Neither the Administrative Agents nor the Servicing Agent shall be liable
for any action taken or not taken by it (i) with the consent or at the request
of the Required Banks (or such other number or percentage of the Banks as shall
be necessary, or as it shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 9.05 or 6.01) or (ii) in the absence of
its own gross negligence or willful misconduct. Neither the Administrative
Agents nor the Servicing Agent shall be deemed to have knowledge of any Default
or the event or events that give or may give rise to any Default unless and
until the Borrower or any Bank shall have given notice to such Agent describing
such Default and such event or events.

(c) Neither the Administrative Agents nor, the Servicing Agent shall be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty, representation or other information made or supplied in or in
connection with this Agreement, (ii) the contents of any certificate, report or
other document delivered hereunder or in connection herewith or the adequacy,
accuracy and/or completeness of the information contained therein, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement,
instrument or document or the perfection or priority of any Lien or security
interest created or purported to be created hereby or (v) the satisfaction of
any condition set forth in Article 3 or elsewhere herein, other than (but
subject to the foregoing clause (ii)) to confirm receipt of items expressly
required to be delivered to the Administrative Agents. 

48 







(d) Nothing in this Agreement shall require any Administrative Agent, the
Servicing Agent or any of its Related Parties to carry out any “know your
customer” or other checks in relation to any person on behalf of any Bank and
each Bank confirms to each Administrative Agent any the Servicing Agent that it
is solely responsible for any such checks it is required to carry out and that
it may not rely on any statement in relation to such checks made by any
Administrative Agent or any of its Related Parties. 

Section 7.04 Reliance by Agent.
Each Administrative Agent and the Servicing Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person. Each Administrative Agent and the
Servicing Agent also may rely upon any statement made to it orally or by
telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any
condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Bank, each
Administrative Agent and the Servicing Agent may presume that such condition is
satisfactory to such Bank unless an officer of such Agent responsible for the
transactions contemplated hereby shall have received notice to the contrary from
such Bank prior to the making of such Loan or the issuance of such Letter of
Credit, and in the case of a Borrowing, such Bank shall not have made available
to the Servicing Agent such Bank’s ratable portion of such Borrowing. Each
Administrative Agent and the Servicing Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.

Section 7.05 Delegation of Duties.
Each Administrative Agent and the Servicing Agent may perform any and all of its
duties and exercise its rights and powers hereunder by or through any one or
more sub-agents appointed by such Agent. Each Administrative Agent and the
Servicing Agent and any such sub-agent may perform any and all of its duties and
exercise its rights and powers by or through their respective Related Parties.
Each such sub-agent and the Related Parties of each Agent and each such
sub-agent shall be entitled to the benefits of all provisions of this Article 7
and Section 9.03 (as though such subagents were the “Agent” under
this Agreement) as if set forth in full herein with respect thereto.

Section 7.06 Resignation of Agent.
(a) The Servicing Agent may at any time give notice of its resignation to the
Banks and the Borrower. Upon receipt of any such notice of resignation, the
Required Banks shall have the right, subject to approval by the Borrower so long
as no Event of Default has occurred and is continuing (such approval not to be
unreasonably withheld or delayed), to appoint a successor, which shall be a bank
with an office in the United States, or an affiliate of any such bank with an
office in the United States. If no such
successor shall have been so appointed by the Required Banks and shall have
accepted such appointment within 30 days after the retiring Servicing Agent
gives notice of its resignation (or such earlier day as shall be agreed by the
Required Banks) (the “Resignation Effective Date”), then the retiring Servicing
Agent may (but shall not be obligated to), on behalf of the Banks, appoint a
successor Servicing Agent meeting the consent requirements and qualifications
set forth above. Whether or not a successor has been appointed, such resignation
shall become effective in accordance with such notice on the Resignation
Effective Date. 

49 







(b) (i) If
the Person serving as Servicing Agent is a Defaulting Bank pursuant to clause
(v) of the definition thereof, the Required Banks may, to the extent permitted
by applicable law, by notice in writing to the Borrower and such Person remove
such Person as Servicing Agent and, subject to approval by the Borrower so long
as no Event of Default has occurred and is continuing (such approval not to be
unreasonably withheld or delayed), appoint a successor. If no such successor
shall have been so appointed by the Required Banks and shall have accepted such
appointment within 30 days (or such earlier day as shall be agreed by the
Required Banks) (the “Removal Effective Date”), then such removal shall
nonetheless become effective in accordance with such notice on the Removal
Effective Date. 

(ii) If a Person serving as an
Administrative Agent is a Defaulting Bank pursuant to clause (v) of the
definition thereof, the Required Banks may, to the extent permitted by
applicable law, by notice in writing to the Borrower and such Person remove such
Person as an Administrative Agent and, subject to approval by the Borrower so
long as no Event of Default has occurred and is continuing (such approval not to
be unreasonably withheld or delayed), appoint a successor. If no such successor
shall have been so appointed by the Required Banks and shall have accepted such
appointment within 30 days (or such earlier day as shall be agreed by the
Required Banks), then such removal shall nonetheless become effective in
accordance with such notice on such date. 

(c) With
effect from the Resignation Effective Date or the Removal Effective Date (as
applicable) (1) the retiring or removed Servicing Agent shall be discharged from
its duties and obligations as Servicing Agent hereunder (except that in the case
of any collateral security held by the Servicing Agent on behalf of the Banks or
the Issuing Banks hereunder, the retiring or removed Servicing Agent shall
continue to hold such collateral security until such time as a successor
Servicing Agent is appointed) and (2) except for any indemnity payments owed to
the retiring or removed Servicing Agent, all payments, communications and
determinations provided to be made by, to or through the Servicing Agent shall
instead be made by or to each Bank and Issuing Bank directly, until such time,
if any, as a successor Servicing Agent is appointed as provided for above. Upon
the acceptance of a successor’s appointment as Servicing Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties as Servicing Agent of the retiring or removed Servicing
Agent (other than any rights to indemnity payments owed to the retiring or
removed Servicing Agent), and the retiring or removed Servicing Agent shall be
discharged from all of its duties and obligations as Servicing Agent hereunder
(if not already discharged therefrom as provided above in this Section). The
fees payable by the Borrower to a successor Servicing Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
retiring or removed Servicing Agent’s resignation or removal hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring or removed Servicing Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring or removed Servicing Agent was acting as
Servicing Agent.

50 







(d) Any
resignation pursuant to this Section by a Person acting as Servicing Agent
shall, unless such Person shall notify the Borrower and the Banks otherwise,
also act to relieve such Person and its affiliates of any obligation to issue
new, or extend existing, Letters of Credit where such issuance or extension is
to occur on or after the effective date of such resignation. Upon the acceptance
of a successor’s appointment as Servicing Agent hereunder, (i) such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring Issuing Bank to the extent that such obligation to
issue Letters of Credit is not assumed by another Issuing Bank, (ii) the
retiring Issuing Bank shall be discharged from all of its duties and obligations
hereunder except in relation to outstanding Letters of Credit issued by it and
(iii) the successor Issuing Bank shall issue letters of credit in substitution
for the Letters of Credit, if any, outstanding at the time of such succession
or, if such substitution is not practicable, make such other arrangement
satisfactory to the retiring Issuing Bank to effectively assume the obligations
of the retiring Issuing Bank with respect to such Letters of Credit,
provided that if the arrangements satisfactory to the
retiring Issuing Bank include any “back-to-back” Letters of Credit issued in
favor of the retiring Issuing Bank, then any fees payable by the Borrower in
accordance with Section 2.09(b)(ii) with respect to the “back-to-back” Letters
of Credit shall be for the account of the retiring Issuing Bank, and the amount
of such “back-to-back” Letters of Credit shall not be taken into account in
calculating Letter of Credit Liabilities or fees payable by the Borrower in
accordance with Section 2.09(b)(i).


Section 7.07 Non-Reliance on Agent and Other Banks. (a) Each Bank confirms to each Agent, each other
Bank and each of their respective Related Parties that it (i) possesses
(individually or through its Related Parties) such knowledge and experience in
financial and business matters that it is capable, without reliance on any
Agent, any other Bank or any of their respective Related Parties, of evaluating
the merits and risks (including tax, legal, regulatory, credit, accounting and
other financial matters) of (x) entering into this Agreement, (y) making Loans
and other extensions of credit hereunder and (z) in taking or not taking actions
hereunder and thereunder, (ii) is financially able to bear such risks and (iii)
has determined that entering into this Agreement and making Loans and other
extensions of credit hereunder is suitable and appropriate for it.

51 







(b) Each
Bank acknowledges that (i) it is solely responsible for making its own
independent appraisal and investigation of all risks arising under or in
connection with this Agreement, (ii) that it has, independently and without
reliance upon any Agent, any other Bank or any of their respective Related
Parties, made its own appraisal and investigation of all risks associated with,
and its own credit analysis and decision to enter into, this Agreement based on
such documents and information, as it has deemed appropriate and (iii) it
will, independently and without reliance upon any Agent, any other Bank or any
of their respective Related Parties, continue to be solely responsible for
making its own appraisal and investigation of all risks arising under or in
connection with, and its own credit analysis and decision to take or not take
action under, this Agreement based on such documents and information as it shall
from time to time deem appropriate, which may include, in each case: 

(i) the financial condition,
status and capitalization of the Borrower; 

(ii) the legality, validity,
effectiveness, adequacy or enforceability of this Agreement and any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with this Agreement;

(iii) determining compliance
or non-compliance with any condition hereunder to the making of a Loan, or the
issuance of a Letter of Credit and the form and substance of all evidence
delivered in connection with establishing the satisfaction of each such
condition; 

(iv) the adequacy, accuracy
and/or completeness of any information delivered by any Agent, any other Bank or
by any of their respective Related Parties under or in connection with this
Agreement, the transactions contemplated hereby and thereby or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with this Agreement.

Section 7.08 No Other Duties, etc.
Anything herein to the contrary notwithstanding, none of the Persons acting as
Bookrunners or Arrangers listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement, except in its capacity, as
applicable, as an Agent or as a Bank hereunder.

Section 7.09 Fees. The Borrower
shall pay to the Servicing Agent for its own account fees in the amounts and at
the times previously agreed upon between the Borrower and the Servicing
Agent.

52 







ARTICLE 8

Change In Circumstances 

Section 8.01 Basis for Determining Interest Rate Inadequate or
Unfair. If on or prior to the
first day of any Interest Period for any Euro-Dollar Loan or Competitive Bid
LIBOR Loan: 


(a) the Servicing Agent is advised by the Required
Banks that deposits in dollars (in the applicable amounts) are not being offered
to the Required Banks in the relevant market for such Interest Period, or 


(b) in the case of a Euro-Dollar Loan, Banks having
50% or more of the aggregate amount of the Commitments advise the Servicing
Agent that the London Interbank Offered Rate, as determined by the Servicing
Agent, will not adequately and fairly reflect the cost to such Banks of funding
their Euro-Dollar Loans for such Interest Period, the Servicing Agent shall forthwith give notice thereof to the Borrower
and the Banks, whereupon until the Servicing Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Dollar Loans, or to continue to convert
outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each
outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the
last day of the then current Interest Period applicable thereto. Unless the
Borrower notifies the Servicing Agent on or prior to the first day of any
Interest Period of any affected Borrowing for which a Notice of Borrowing has
previously been given that it elects not to borrow on such date, (i) if such
affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be
made as a Base Rate Borrowing and (ii) if such affected Borrowing is a
Competitive Bid LIBOR Borrowing, the
Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for
each day from and including the first day to but excluding the last day of the
Interest Period applicable thereto at the Base Rate for such day. 

Section 8.02 Illegality. If, on or after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change therein, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Euro-Dollar Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful
or impossible for any Bank (or its Euro-Dollar Lending Office) to make, maintain
or fund its Euro-Dollar Loans and such Bank shall so notify the Servicing Agent,
the Servicing Agent shall forthwith give notice thereof to the other Banks and
the Borrower, whereupon until such Bank notifies the Borrower and the Servicing
Agent that the circumstances giving rise to such suspension no longer exist, the
obligation of such Bank to make Euro-Dollar Loans, or to convert outstanding
Loans into Euro-Dollar Loans or continue outstanding Loans as Euro-Dollar Loans,
shall be suspended. Before giving any notice to the Servicing Agent pursuant to
this Section, such Bank shall designate a different Euro-Dollar Lending Office
if such designation will avoid the need for giving such notice and will not, in
the judgment of such Bank, be otherwise disadvantageous to such Bank. If such
notice is given, each Euro-Dollar Loan of such Bank then outstanding shall be
converted into a Base Rate Loan either (i) on the last day of the then current
Interest Period applicable to such Euro-Dollar Loan if such Bank may lawfully
continue to maintain and fund such Loan as a Euro-Dollar Loan to such day or
(ii) immediately if such Bank shall determine that it may not lawfully continue
to maintain and fund any such Loan as a Euro-Dollar Loan to such day. Interest
and principal on any such Base Rate Loan shall be payable on the same dates as,
and on a pro rata basis with, the interest and principal payable on the related
Euro-Dollar Loans of the other Banks. 

53 







Section 8.03 Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, in the
case of any Committed Euro-Dollar Loan or Letter of Credit or any obligation to
make Committed Euro-Dollar Loans or issue or participate in Letters of Credit or
(y) the date of the related Competitive Bid Quote, in the case of any
Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or
any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Bank (or
its Applicable Lending Office) with any request or directive (whether or not
having the force of law) of any such authority, central bank or
comparable agency shall impose, modify or deem applicable any reserve,
compulsory loan, special deposit, insurance assessment or similar requirement
(including, without limitation, any such requirement imposed by the Board, but
excluding with respect to any Euro-Dollar Loan any such requirement with respect
to which such Bank is entitled to compensation during the relevant Interest
Period under Section 2.16) against assets of, deposits with or for the account
of, or credit extended by, any Bank (or its Applicable Lending Office) or shall
impose on any Bank (or its Applicable Lending Office) or on the London interbank
market any other condition, cost or expense (other than Taxes) affecting its
Fixed Rate Loans or the Letters of Credit, its Note evidencing Fixed Rate Loans
or its obligation to make Fixed Rate Loans or its obligations hereunder in
respect to Letters of Credit and the result of any of the foregoing is to
increase the cost to such Bank (or its Applicable Lending Office) of making,
continuing, converting to or maintaining any Fixed Rate Loan or Letter of
Credit, or to reduce the amount of any sum received or receivable by such Bank
(or its Applicable Lending Office) under this Agreement or under its Note with
respect thereto, by an amount deemed by such Bank to be material, then, within
30 days after demand by such Bank (with a copy to the Servicing Agent), the
Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to
this Section 8.03(a) for any increased costs or reductions incurred more than
180 days prior to the date that such Bank notifies the Borrower and the
Servicing Agent of the event described in this Section 8.03(a) that gives rise
to such increased cost or reduction and of such Bank’s intention to claim
compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.

(b) If any
Bank shall have determined that, after the date hereof, the adoption of any
applicable law, rule or regulation regarding capital adequacy or liquidity
requirements, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or any request
or directive regarding capital adequacy or liquidity requirements (whether or
not having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on capital
of such Bank (or its Parent) as a consequence of such Bank’s obligations
hereunder to a level below that which such Bank (or its Parent) could have
achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an amount deemed
by such Bank to be material, then from time to time, within 30 days after demand
by such Bank (with a copy to the Servicing Agent), the Borrower shall pay to
such Bank such additional amount or amounts as will compensate such Bank (or its
Parent) for such reduction; provided that the Borrower shall not be required to
compensate a Bank pursuant to this Section 8.03(b) for any reductions incurred
more than 180 days prior to the date that such Bank so notifies the Borrower and
the Servicing Agent of the event described in this Section 8.03(b) that gives
rise to such reduction and of such Bank’s intention to claim compensation
therefor, and provided further that if the event giving rise to such increased
cost or reduction is retroactive, then the
180-day period referred to above shall be extended to include the period of
retroactive effect thereof. 

54 







(c) Each
Bank will promptly notify the Borrower and the Servicing Agent of any event of
which it has knowledge, occurring after the date hereof, which will entitle such
Bank to compensation pursuant to this Section and will designate a different
Lending Office if such designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. A certificate of any Bank claiming compensation
under this Section and setting forth the additional amount or amounts to be paid
to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, such Bank may use any reasonable averaging and
attribution methods. Any Bank’s claim for compensation under this Section 8.03
shall certify that the claim for additional amounts referred to therein is
generally consistent with such Bank’s treatment of similarly situated customers
of such Bank whose transactions with such Bank are similarly affected by the
change in circumstances giving rise to such payment, but such Bank shall not be
required to disclose any confidential or proprietary information therein.


(d) For
the avoidance of doubt, this Section 8.03 shall apply to all rules, guidelines
or directives concerning capital adequacy or liquidity issued in connection with
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules,
guidelines or directives concerning capital adequacy or liquidity promulgated by
the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States
financial regulatory authorities, in each case pursuant to Basel III, regardless
of the date adopted, issued, promulgated or implemented. 

Section 8.04 Taxes. (a) Any and all
payments by the Borrower to or for the account of any Bank or the Servicing
Agent hereunder or under any Note shall be made without deduction for any Taxes
or Other Taxes; provided that, if the
Borrower shall be required by law to deduct any Taxes or Other Taxes from any
such payments, (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section) such Bank or the Servicing 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, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law and (iv) the Borrower shall
furnish to the Servicing Agent, at its address referred to in Section 9.01, the
original or a certified copy of a receipt evidencing payment thereof.


(b) The
Borrower agrees to indemnify, without duplication, each Bank and the Servicing
Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section) paid by such Bank or the Servicing Agent (as
the case may be) and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto. This indemnification shall be paid
within 15 days after such Bank or the Servicing Agent (as the case may be) makes
demand therefor. 

55 







(c) (i)
Each Bank organized under the laws of a jurisdiction outside the United States,
on or prior to the date of its execution and delivery of this Agreement in the
case of each Bank listed on the signature pages hereof and on or prior to the
date on which it becomes a Bank in the case of each other Bank, and from time to
time thereafter if requested in writing by the Borrower (but only so long as
such Bank remains lawfully able to do so), shall provide the Borrower and the
Servicing Agent with original Internal Revenue Service form W-8ECI or W-8BEN, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Bank is entitled to benefits under an income tax treaty to
which the United States is a party which exempts the Bank from United States
withholding tax or reduces the rate of withholding tax on payments of interest
for the account of such Bank or certifying that the income receivable pursuant
to this Agreement is effectively connected with the conduct of a trade or
business in the United States. 

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

(d) Each
Bank organized under the laws of a jurisdiction within the United States, on or
prior to the date of its execution and delivery of this Agreement in the case of
each Bank listed on the signature pages hereof and on or prior to the date on
which it becomes a Bank in the case of each other Bank, and from time to time
thereafter if requested in writing by the Borrower (but only so long as such
Bank remains lawfully able to do so), shall provide the Borrower and the
Servicing Agent with a duly executed and properly completed Internal Revenue
Service form W-9, or any successor form prescribed by the Internal Revenue
Service.

(e) For
any period with respect to which a Bank has failed to provide the Borrower or
the Servicing Agent with the appropriate form pursuant to Section 8.04(c) or
8.04(d) (unless such failure is due to a change in treaty, law or regulation
occurring subsequent to the date on which such form originally was required to
be provided), such Bank shall not be entitled to indemnification or compensation
under Section 8.04(a) or (b) with respect to Taxes imposed by the United States;
provided that if a Bank, which is otherwise exempt from or subject to a reduced
rate of withholding tax, becomes subject to Taxes because of its failure to
deliver a form required hereunder, the Borrower shall take such steps as such Bank
shall reasonably request to assist such Bank to recover such Taxes. 

56 









(f) If the
Borrower is required to pay additional amounts to or for the account of any Bank
pursuant to this Section, then such Bank will change the jurisdiction of its
Applicable Lending Office if, in the judgment of such Bank, such change (i) will
eliminate or reduce any such additional payment which may thereafter accrue and
(ii) is not otherwise disadvantageous to such Bank. 

(g) If any
Bank or the Servicing Agent determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes (including by virtue of a credit
against other Taxes or Other Taxes) as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 8.04, it shall pay over such refund to the Borrower
(but only to the extent of indemnity payments made, or additional amounts paid,
by the Borrower with respect to the Taxes or Other Taxes giving rise to such
refund or credit), net of all reasonable out-of-pocket expenses of the Bank or
the Servicing Agent and without interest (other than any interest paid by the
relevant governmental authority with respect to such refund); provided, that the
Borrower, upon the request of the Bank or the Servicing Agent, as applicable,
agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant governmental authority) to the
Bank or the Servicing Agent in the event the Bank or the Servicing Agent is
required to repay such refund to such governmental authority. Notwithstanding
anything to the contrary in this clause (g), in no event will the Servicing
Agent or any Bank be required to pay any amount to the Borrower pursuant to this
clause (g) the payment of which would place the Servicing Agent or such Bank in
a less favorable net after-Tax position than the Servicing Agent or such Bank
would have been in if the indemnification payments or additional amounts giving
rise to such refund had never been paid. This subsection shall not be construed
to require the Servicing Agent or any Bank to make available its tax returns (or
any other information relating to its taxes that it deems confidential) to
Borrower or any other Person. 

Section 8.05 Base Rate Loans Substituted for Affected Fixed Rate
Loans. If (i) the obligation
of any Bank to make, or to continue or convert outstanding Loans as or to,
Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank
has demanded compensation under Section 8.03 or 8.04 with respect to its
Euro-Dollar Loans, and in any such case the Borrower shall, by at least three
Business Days’ prior notice to such Bank through the Servicing Agent, have
elected that the provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer exist all Loans
which would otherwise be made by such Bank as (or continued as or converted to)
Euro-Dollar Loans shall instead be Base Rate Loans on which interest and
principal shall be payable contemporaneously with the related Euro-Dollar Loans
of the other Banks. If such Bank notifies the Borrower that the circumstances
giving rise to such suspension or demand for compensation no longer exist, the
principal amount of each such Base Rate Loan shall be converted into a
Euro-Dollar Loan on the first day of the next succeeding Interest Period
applicable to any related Euro-Dollar Loans of the other Banks. 

57 







Section 8.06 Replacement of Banks.

If (a) the obligation of any
Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02, (b)
any Bank has demanded compensation under Section 8.03 or 8.04, (c) any Bank is a
Defaulting Bank or (d) any Bank does not approve any consent, waiver or
amendment that (x) requires the approval of all affected Banks in accordance
with the terms of Section 9.05 and (y) has been approved by the Required Banks,
then the Borrower may, at its sole expense and effort, upon notice to such Bank
and the Servicing Agent, require such Bank to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 9.06), all of its interests, rights (other than
its existing rights to payments pursuant to Section 8.03 or Section 8.04) and
obligations under this Agreement to an Eligible Assignee that shall assume such
obligations (which assignee may be another Bank, if a Bank accepts such
assignment); provided
that: 

(i) the Borrower shall have
paid to the Servicing Agent the assignment fee (if any) specified in Section
9.06(b)(iv); 

(ii) such Bank shall have
received payment of an amount equal to the outstanding principal of its Loans,
its Letter of Credit Liabilities for drawn but unreimbursed amounts, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder
(including any amounts under Section 2.14) from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts); 

(iii) in the case of any such
assignment resulting from a claim for compensation under Section 8.03 or
payments required to be made pursuant to Section 8.04, such assignment will
result in a reduction in such compensation or payments thereafter;


(iv) such assignment does not
conflict with applicable law; and

(v) in the case of any
assignment resulting from a Bank meeting the conditions of clause (d) above, the
applicable assignee shall have consented to the applicable amendment, waiver or
consent. 

A Bank shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a
waiver by such Bank or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply. 


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ARTICLE 9 

Miscellaneous

Section 9.01 Notices. (a)
Notices General. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in paragraph (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or
sent by facsimile as follows:



A) if to the Borrower, any
Administrative Agent, the Servicing Agent or any Issuing Bank, to the address,
facsimile number, electronic mail address or telephone number specified for such
Person on its signature page hereto or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by such party
in a notice to the other parties; and


B) if to any other Bank, to the
address, facsimile number, electronic mail address or telephone number specified
in its Administrative Questionnaire.

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

(b) Electronic Communications. Notices and other communications to the Banks
and the Issuing Banks hereunder may be delivered or furnished by electronic
communication (including e mail and Internet or intranet websites), provided
that the foregoing shall not apply to notices to any Bank or Issuing Bank
pursuant to Article II if such Bank or Issuing Bank, as applicable, has notified
the Servicing Agent that it is incapable of receiving notices under such Article
by electronic communication. The Servicing Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications. 

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

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

(d) Platform.

(i) The Borrower agrees that
the Servicing Agent may, but shall not be obligated to, make the Communications
available to the Issuing Banks and the Banks by posting the
Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar
electronic transmission systems.

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(ii) THE PLATFORM IS PROVIDED
“AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT
THE ACCURACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR
OMISSIONS IN THE COMMUNICATIONS. 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 AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO
EVENT SHALL THE SERVICING AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, “AGENT
PARTIES”) HAVE ANY LIABILITY
TO THE BORROWER, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND,
INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR
OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE SERVICING AGENT’S TRANSMISSION
OF COMMUNICATIONS THROUGH THE PLATFORM. “Communications” means, collectively,
any notice, demand, communication, information, document or other material that
the Borrower provides to the Servicing Agent pursuant to this Agreement or the
transactions contemplated therein which is distributed to the Servicing Agent,
any Bank or any Issuing Bank by means of electronic communications pursuant to
this Section, including through the Platform. 

Section 9.02 No Waivers. No failure
or delay by any Agent or Bank in exercising any right, power or privilege
hereunder or under any Note shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law. 

Section 9.03 Expenses, Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the
Agents, including reasonable fees and disbursements of one joint special counsel
for the Agents, in connection with the preparation and administration of this
Agreement, any waiver or consent hereunder or any amendment hereof or any
Default or alleged Default hereunder and (ii) if an Event of Default occurs, all
out-of-pocket expenses incurred by each Agent and Bank, including the reasonable
fees and disbursements of counsel, in connection with such Event of Default and
collection, bankruptcy, insolvency and other enforcement proceedings resulting
therefrom. 


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(b) The Borrower agrees to
indemnify each Agent, Issuing Bank and Bank, their respective affiliates and the
respective directors, officers, agents, trustees, administrators, advisors, partners and
employees of the foregoing (each an “Indemnitee”) and hold each
Indemnitee harmless from and against any and all liabilities, losses, damages,
costs and expenses of any kind, including, without limitation, the reasonable
fees and disbursements of counsel, which may be incurred by such Indemnitee in
connection with any investigative, administrative or judicial proceeding
(whether or not such Indemnitee shall be designated a party thereto) brought or
threatened, relating to or arising out of this Agreement, any Letter of Credit
or any Note or any actual or proposed use of proceeds of Loans or Letters of
Credit hereunder (including the refusal by any Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit); provided that no Indemnitee shall have the right to be
indemnified hereunder for such Indemnitee’s own gross negligence or willful
misconduct or material breach of this Agreement, in each case, as determined by
a court of competent jurisdiction in a final non-appealable judgment. To the
fullest extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the
proceeds thereof. No Indemnitee shall be liable for any damages arising from the
use by unintended recipients of any information or other materials distributed
by it through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the transactions contemplated
hereby or thereby. 

(c) Reimbursement by Banks. To the extent that the Borrower for any reason
fails to indefeasibly pay any amount required under paragraph (a) or (b) of this
Section to be paid by it to any Agent (or any sub-agent thereof), any Issuing
Bank or any Related Party of any of the foregoing, each Bank severally agrees to
pay to such Agent (or any such sub-agent), such Issuing Bank or such Related
Party, as the case may be, such Bank’s Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought based on
each Bank’s share of the Total Outstanding Amount at such time) of such unpaid
amount (including any such unpaid amount in respect of a claim asserted by such
Bank); provided, that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against such Agent (or any such sub-agent) or such
Issuing Bank in its capacity as such, or against any Related Party of any of the
foregoing acting for such Agent (or any such sub-agent) or such Issuing Bank in
connection with such capacity. The obligations of the Banks under this paragraph
(c) are several and not joint.

Section 9.04 Sharing of Set-Offs.
If any Bank shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans or other obligations hereunder resulting in such Bank receiving
payment of a proportion of the aggregate amount of its Loans, Letter of Credit
Liabilities and accrued interest thereon or other such obligations greater than
its pro rata share thereof as provided herein, then the Bank receiving such
greater proportion shall (a) notify the Servicing Agent of such fact, and (b)
purchase (for cash at face value) participations in the Loans, Letter of Credit
Liabilities and such other obligations of the other Banks, or make such other
adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Banks ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Loans and other amounts
owing them; provided that: 

61 







(i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest; and 

(ii) the provisions of this
paragraph shall not be construed to apply to (x) any payment made by the
Borrower pursuant to and in accordance with the express terms of this Agreement
(including the application of funds arising from the existence of a Defaulting
Bank), or (y) any payment obtained by a Bank as consideration for the assignment
of or sale of a participation in any of its Loans or Letter of Credit
Liabilities to any assignee or participant, other than to the Borrower or any
Subsidiary thereof (as to which the provisions of this paragraph shall apply).


The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Bank acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of setoff and counterclaim
with respect to such participation as fully as if such Bank were a direct
creditor of the Borrower in the amount of such participation. 

Section 9.05 Amendments and Waivers. Any provision of this Agreement or the Notes may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by the
Borrower and by the Required Banks (and, if the rights or duties of any Agent or
Issuing Bank are affected thereby, by it); provided that no such amendment or waiver shall, unless signed by each affected
Bank, (i) increase or extend the Commitment of any Bank, (ii) reduce the
principal of or rate of interest on any Loan or Letter of Credit Liabilities or
any fees hereunder (with any waiver of the default interest rate not to be
considered a reduction of the interest rate) or (iii) postpone the date fixed
for any payment of principal of or interest on any Loan or Letter of Credit
Liabilities or any fees hereunder or for the termination of any Commitment or
Letter of Credit; and provided further that, unless signed by all Banks, no such amendment or waiver shall
change the percentage of the Credit Exposures, or the number of Banks, which
shall be required for the Banks or any of them to take any action under this
Section or any other provision of this Agreement. 

Section 9.06 Successors and Assigns. (a) Successors and
Assigns Generally. The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of all Banks, and no
Bank may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of Section 9.06(b),
(ii) by way of participation in accordance with the provisions of Section
9.06(d), or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of Section 9.06(e) (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in Section 9.06(d) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agents, the Servicing Agent and the Banks)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

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(b) Assignments by Banks. Any Bank may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); provided that any such assignment shall be subject to the
following conditions:

(i) Minimum Amounts.

(A) in the case of an
assignment of the entire remaining amount of the assigning Bank’s Commitment
and/or the Loans at the time owing to it or in the case of an assignment to a
Bank or an affiliate of a Bank, no minimum amount need be assigned; and


(B) in any case not described
in Section 9.06(b)(i)(A), the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not then
in effect, the principal outstanding balance of the Loans of the assigning Bank
subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Servicing Agent
or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date) shall not be less than $5,000,000, unless each of the
Servicing Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Bank’s rights and
obligations under this Agreement with respect to the Loan or the Commitment
assigned. 

(iii) Required Consents. No consent shall be required for any assignment
except to the extent required by Section 9.06(b)(i)(B) and, in addition:


(A) the consent of the
Borrower (such consent not to be unreasonably withheld or delayed) shall be
required unless (x) an Event of Default has occurred and is
continuing at the time of such assignment, or (y) such assignment is to a Bank
or an affiliate of a Bank; provided that the Borrower
shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Servicing Agent within five Business Days after
having received notice thereof;

(B) the consent of each
Administrative Agent and the Servicing Agent (such consent not to be
unreasonably withheld or delayed) shall be required for assignments to a Person
that is not a Bank with a Commitment under this Agreement or an affiliate of
such Bank; and 

63 







(C) the consent of each
Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be
required for any assignment. 

(iv) Assignment and Assumption. The parties to each assignment shall execute and
deliver to the Servicing Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500; provided that the
Servicing Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. The assignee, if it is not a Bank, shall deliver to the Servicing Agent
an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the
Borrower or any of the Borrower’s Subsidiaries or Affiliates or (B) to any
Defaulting Bank or any of its subsidiaries, or any Person who, upon becoming a
Bank hereunder, would constitute any of the foregoing Persons described in this
clause (B). 

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural
Person.

(vii) Certain Additional Payments. In connection with any assignment of rights and
obligations of any Defaulting Bank hereunder, no such assignment shall be
effective unless and until, in addition to the other conditions thereto set
forth herein, the parties to the assignment shall make such additional payments
to the Servicing Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee
of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Servicing Agent, the
applicable Percentage of Loans previously requested but not funded by the
Defaulting Bank, to each of which the applicable assignee and assignor hereby
irrevocably consent), to (x) pay and satisfy in full all payment liabilities
then owed by such Defaulting Bank to the Servicing Agent, each Issuing Bank and
each other Bank hereunder (and interest accrued thereon), and (y) acquire (and
fund as appropriate) its full pro rata share of all Loans and participations in
Letters of Credit in accordance with its Percentage. Notwithstanding the
foregoing, in the event that any assignment of rights and obligations of any
Defaulting Bank hereunder shall become effective under applicable law without
compliance with the provisions of this paragraph, then the assignee of such
interest shall be deemed to be a Defaulting Bank for all purposes of this
Agreement until such compliance occurs. 

Subject to acceptance and
recording thereof by the Servicing Agent pursuant to Section 9.06(c), from and
after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and
obligations of a Bank under this Agreement, and the assigning Bank thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Bank’s rights and
obligations under this Agreement, such Bank shall cease to be a party hereto)
but shall continue to be entitled to the benefits of Sections 8.03 and
9.03 with respect to facts and circumstances occurring prior to the
effective date of such assignment; provided, that except to
the extent otherwise expressly agreed by the affected parties, no assignment by
a Defaulting Bank will constitute a waiver or release of any claim of any party
hereunder arising from that Bank’s having been a Defaulting Bank. Any assignment
or transfer by a Bank of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Bank of a participation in such rights and obligations in
accordance with Section 9.06(d).


64 








(c) Register. The Servicing Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices in the United States a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Banks, and the Commitments of, and
principal amounts (and stated interest) of the Loans owing to, each Bank
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest
error, and the Borrower, the Servicing Agent and the Banks shall treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
Bank hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower and any Bank, at any reasonable time
and from time to time upon reasonable prior notice. 

(d) Participations. Any Bank may at any time, without the consent
of, or notice to, the Borrower, the Servicing Agent or any Issuing Bank, sell
participations to any Person (other than a natural Person or the Borrower or any
of the Borrower’s Subsidiaries) (each, a “Participant”) in all or a
portion of such Bank’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such Bank’s obligations under this
Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible
to the other parties hereto for the performance of such obligations, and (iii)
the Borrower, the Servicing Agent, the Issuing Banks and Banks shall continue to
deal solely and directly with such Bank in connection with such Bank’s rights
and obligations under this Agreement. For the avoidance of doubt, each Bank
shall be responsible for the indemnity under Section 9.03(c) with respect to any
payments made by such Bank to its Participant(s). 

Any agreement or instrument
pursuant to which a Bank sells such a participation shall provide that such Bank
shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide
that such Bank will not, without the consent of the Participant, agree to any
amendment, modification or waiver with respect to the first proviso to Section
9.05 that affects such Participant. The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.14,
8.03 and 8.04 (subject to the requirements and
limitations therein, including the requirements under Sections 8.04(c) and (d)
(it being understood that the documentation required under Sections 8.04(c) and
(d) shall be delivered to the participating Bank)) to the same extent as if it
were a Bank and had acquired its interest by assignment pursuant to Section
9.06(b); provided that such Participant (A) agrees to be subject to
the provisions of Sections 8.03, 8.04 and 8.06 as if it were an assignee under
paragraph (b) of this Section; and (B) shall not be entitled to receive any
greater payment under Sections 8.03 or 8.04, with respect to
any participation, than its participating Bank would have been entitled to
receive, except to the extent such entitlement to receive a greater payment
results from a change in law that occurs after the
Participant acquired the applicable participation. Each Bank that sells a
participation agrees, at the Borrower's request and expense, to use reasonable
efforts to cooperate with the Borrower to effectuate the provisions of Section
8.06 with respect to any Participant. Each Bank that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,
maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest
in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Bank
shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating
to a Participant's interest in any commitments, loans, letters of credit or its
other obligations hereunder) to any Person except to the extent that such
disclosure is necessary to establish that such commitment, loan, letter of
credit or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. The entries in the Participant Register
shall be conclusive absent manifest error, and such Bank shall treat each Person
whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, the Servicing Agent (in its capacity
as Servicing Agent) shall have no responsibility for maintaining a Participant
Register.

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(e) Certain Pledges. Any Bank may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Bank, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such
pledge or assignment shall release such Bank from any of its obligations
hereunder or substitute any such pledgee or assignee for such Bank as a party
hereto.

Section 9.07 Confidentiality. The
Agents and each Bank agree to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its
affiliates and to its and its affiliates’ respective managers, administrators,
trustees, partners, directors, officers, employees, agents, advisors and other
representatives (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority purporting to have jurisdiction over it or its
affiliates (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section 9.07, to (i) any
Eligible Assignee of or Participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or (ii)
any actual or prospective party (or its managers, administrators, trustees,
partners, directors, officers, employees, agents, advisors and other
representatives) to any swap, derivative or other transaction under which
payments are to be made by reference to the Borrower and its obligations, this
Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP
Service Bureau or any similar organization, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the Agents,
any Bank, the Issuing Bank or any of their respective affiliates on a
nonconfidential basis from a source other than the Borrower. For purposes of this
Section, “Information” means all
information received from the Borrower or any of its Subsidiaries relating to
the Borrower or its business, other than any such information that is available
to the Agents, any Bank or any Issuing Bank on a nonconfidential basis prior to
disclosure by the Borrower, provided that, in the case
of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

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Section 9.08 Collateral. Each of
the Banks represents to each Agent and each of the other Banks that it in good
faith is not relying upon any “margin stock” (as defined in Regulation U) as
collateral in the extension or maintenance of the credit provided for in this
Agreement. 

Section 9.09 Governing Law; Submission to Jurisdiction. This Agreement and each Note shall be governed
by and construed in accordance with the laws of the State of New York. Each of
the parties hereto hereby irrevocably and unconditionally agrees that it will
not commence any action, litigation or proceeding of any kind or description,
whether in law or equity, whether in contract or in tort or otherwise, against
the Borrower, any Administrative Agent, the Servicing Agent, any Bank or any
Related Party of the foregoing in any way relating to this Agreement or the
transactions relating hereto, in any forum other than the courts of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, and
each of the parties hereto irrevocably and unconditionally submits to the
jurisdiction of such courts and agrees that all claims in respect of any such
action, litigation or proceeding may be heard and determined in such New York
State or, to the fullest extent permitted by applicable law, in such federal
court. Notwithstanding the foregoing sentence, each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. The Borrower irrevocably and unconditionally waives, to
the fullest extent permitted by applicable law, any objection that it may now or
hereafter have to the laying of venue of any action or proceeding arising out of
or relating to this Agreement in any court referred to in this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court. Each party hereto irrevocably consents
to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement will affect the right of any party hereto to serve
process in any other manner permitted by applicable law 


Section 9.10 Counterparts; Integration. This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement constitutes the entire
agreement and understanding among the parties hereto and supersedes any and all
prior agreements and understandings, oral or written, relating to the subject
matter hereof. 

Section 9.11 WAIVER OF JURY TRIAL.
EACH OF THE BORROWER, THE AGENTS AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. 

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Section 9.12 USA Patriot Act. Each
Bank hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act, Title III of Pub. L. 107- 56 (signed into law October 26, 2001), it
is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Bank to identify the Borrower in
accordance with said USA Patriot Act. 

Section 9.13 No Fiduciary Duty.
Each Agent, each Bank and their affiliates (collectively, solely for purposes of
this paragraph, the “Banks”), may have economic
interests that conflict with those of the Borrower. The Borrower agrees that
nothing in this Agreement or the related documents or otherwise will be deemed
to create an advisory, fiduciary or agency relationship or fiduciary or other
implied duty between the Banks and the Borrower, its stockholders or its
affiliates. The Borrower acknowledges and agrees that (i) the transactions
contemplated by this Agreement and the related documents are arm’s-length
commercial transactions between the Banks, on the one hand, and the Borrower, on
the other, (ii) in connection therewith and with the process leading to such
transaction each of the Banks is acting solely as a principal and not the agent
or fiduciary of the Borrower, its management, stockholders, creditors or any
other person, (iii) no Bank has assumed an advisory or fiduciary responsibility
in favor of the Borrower with respect to the transactions contemplated hereby or
the process leading thereto (irrespective of whether any Bank or any of its
affiliates has advised or is currently advising the Borrower on other matters)
or any other obligation to the Borrower except the obligations expressly set
forth in this Agreement or the related documents and (iv) the Borrower has
consulted its own legal and financial advisors to the extent it deemed
appropriate. The Borrower further acknowledges and agrees that it is responsible
for making its own independent judgment with respect to such transactions and
the process leading thereto. The Borrower agrees that it will not claim that any
Bank has rendered advisory services of any nature or respect, or owes a
fiduciary or similar duty to the Borrower, in connection with such transaction
or the process leading thereto. 

Section 9.14 Acknowledgement and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding anything to the contrary in this Agreement or in any other
agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any EEA Financial Institution arising
under this Agreement, to the extent such liability is unsecured, may be subject
to the Write-Down and Conversion Powers of an EEA Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by:

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

68 







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

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

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

(iii) the variation of the
terms of such liability in connection with the exercise of the Write-Down and
Conversion Powers of any EEA Resolution Authority. 

[Remainder of Page Intentionally Left Blank] 

69 








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



	THE CLOROX COMPANY
		 
		 
	By: 	/s/ Laura Stein
		Name:      	Laura
    Stein
		Title:	Executive Vice
      President – General
			Counsel and
      Corporate Affairs





	By: 	/s/ Charles R. Conradi
		Name:      	Charles R.
      Conradi
		Title:	Treasurer and
      Vice President of Tax





	Address:      		1221 Broadway
		     	Oakland, California 94612
	Attention:		Michael Iracondo,
			Assistant Treasurer
	Facsimile:		510-271-6590
	Taxpayer Identification Number:
	31-0595760	 	 
	 
	 
	Website: www.clorox.com



[Clorox Credit Agreement Signature
Page] 








	JPMORGAN CHASE
      BANK, N.A.,
	       as a
      Bank and as Administrative Agent





	By: 	/s/ Barry Bergman
		Name:      	Barry
      Bergman
		Title:	Managing
      Director





	Address:		270
      Park Avenue
			New
      York, NY 10017
	Attention:	     	Collette Lobo
	Telephone:		713-750-3510
	Facsimile:		713-750-2782



[Clorox Credit Agreement Signature
Page] 








	CITIBANK,
      N.A.,
	       as a
      Bank, as Servicing Agent and as
	       Administrative
      Agent





	By: 	/s/ Carolyn Kee
		Name:      	Carolyn
    Kee
		Title:	Vice
      President





	Address:		1615 Brett Road
			 Building #3
			New
      Castle, DE 19720
	Attention:	     	Bank Loan Syndications
	Facsimile:		212-994-0847



[Clorox Credit Agreement Signature
Page] 








	WELLS FARGO BANK,
      NATIONAL
	ASSOCIATION, as a
      Bank and as
	Administrative
      Agent





	By: 	/s/ James
      Travagline
		Name:      	James
      Travagline
		Title:	Managing
      Director





	Address:		301
      South College St.
			Charlotte, NC 28288
	Attention:		Anita Johnston
	Telephone:	     	704-590-3318
	Facsimile:		704-715-0095




[Clorox Credit Agreement Signature
Page] 








	THE BANK OF
      TOKYO-MITSUBISHI
	UFJ, LTD., as a
      Bank





	By: 	/s/ Lauren
      Hom
		Name:      	Lauren
    Hom
		Title:	Director



[Clorox Credit Agreement Signature
Page] 








	ROYAL BANK OF
      CANADA, as a Bank





	By: 	/s/ John Flores
		Name:      	John
    Flores
		Title:	Authorized
      Signatory



[Clorox Credit Agreement Signature
Page] 








	GOLDMAN SACHS
      BANK USA, as a
Bank





	By: 	/s/ Annie Carr
		Name:      	Annie
    Carr
		Title:	Authorized
      Signatory




[Clorox Credit Agreement Signature
Page] 








	MORGAN STANLEY
      BANK, N.A., as a
	Bank





	By: 	/s/ Michael
      King
		Name:      	Michael
      King
		Title:	Authorized
      Signatory




[Clorox Credit Agreement Signature
Page] 








	U.S. BANK
      NATIONAL ASSOCIATION,
	as a
    Bank





	By: 	/s/ Jeff
      Benedix
		Name:      	Jeff
      Benedix
		Title:	Vice
      President



[Clorox Credit Agreement Signature
Page] 








	THE BANK OF NOVA
      SCOTIA, as a Bank
	  
	 
	By: 
    	/s/ Michelle C. Phillips
		Name:      
      	Michelle C.
      Phillips
		Title:	Director &
      Execution Head




[Clorox Credit Agreement Signature
Page] 








	BANK OF THE WEST,
      as a Bank
	 
	 
	By: 
    	/s/ Adriana Collins
		Name:      	Adriana
      Collins
		Title:	Director




[Clorox Credit Agreement Signature
Page] 








	THE NORTHERN
      TRUST COMPANY, as
	a
  Bank
	 
	
	By: 
    	/s/ John Lascody
		Name:      
      	John
      Lascody
		Title:	Vice
      President




[Clorox Credit Agreement Signature
Page] 







COMMITMENT SCHEDULE


		Commitment	Letter of
      Credit
Commitment
	JPMorgan Chase
      Bank, N.A.	$151,666,666.67	$33,333,333.34
	Citibank,
      N.A.	$151,666,666.67	$33,333,333.33
	Wells Fargo Bank,
      National Association	$151,666,666.66	$33,333,333.33
	The Bank of
      Tokyo-Mitsubishi UFJ, Ltd.	$125,000,000.00	
	Royal Bank of
      Canada	$125,000,000.00	
	Goldman Sachs
      Bank USA	$90,000,000.00	
	Morgan Stanley
      Bank, N.A.	$90,000,000.00	 
	U.S. Bank
      National Association	$90,000,000.00	
	The Bank of Nova
      Scotia	$50,000,000.00	
	Bank of the
      West	$45,000,000.00	
	The Northern
      Trust Company	$30,000,000.00	
	       Total
      Commitments	$1,100,000,000.00	$100,000,000.00









PRICING SCHEDULE 

The “Facility Fee Rate”, the “Applicable Margin” for
Euro-Dollar Loans and Base Rate Loans and the “Letter of Credit Fee” for any day are the respective percentages set
forth below in the applicable row and column based upon the utilization and
Status that exists on such day. 

	Status	 	Level I	    
    	Level II	    
    	Level III	    
    	Level IV	    
    	Level V	    
    	Level VI
	Applicable Margin for		0.690%		0.805%		0.910%		1.025%		1.100%		1.300%
	Euro-Dollar Loans:	 											
	Applicable Margin for	 	0.000%		0.000%		0.000%		0.025%		0.100%		0.300%
	Base
      Rate Loans:												
	Facility Fee Rate:		0.060%		0.070%		0.090%		0.100%		0.150%		0.200%
	Letter of Credit Fee:		0.690%		0.805%		0.910%		1.025%		1.100%		1.300%



For purposes of this Schedule,
the following terms have the following meanings, subject to the concluding
paragraphs of this Schedule: 

“Level I Status” exists at any date if, at such date, the
Borrower’s long-term debt is rated at least A+ by S&P or
A1 by Moody’s.

“Level II Status” exists at any date if, at such date, (i) the
Borrower’s long-term debt is rated at least A by S&P or
A2 by Moody’s and (ii) Level I Status does not exist. 

“Level III Status” exists at any date if, at such date, (i) the
Borrower’s long-term debt is rated at least A- by S&P or
A3 by Moody’s and (ii) neither Level I Status nor Level II Status exists.


“Level IV Status” exists at any date if, at such date, (i) the
Borrower’s long-term debt is rated at least BBB+ by S&P or
Baa1 by Moody’s and (ii) none of Level I Status, Level II Status or Level III
Status exists. 

“Level V Status” exists at any date if, at such date, (i) the
Borrower’s long-term debt is rated at least BBB by S&P or
Baa2 by Moody’s and (ii) none of Level I Status, Level II Status, Level III
Status or Level IV Status exists. 

“Level VI Status” exists at any date if, at such date, no other
Status exists. 

“Status” refers to the determination of which of Level I Status, Level II
Status, Level III Status, Level IV Status, Level V Status or Level VI Status
exists at any date. 

The credit ratings to be
utilized for purposes of this Schedule are those assigned to the Debt under this
Agreement or, if none, the senior unsecured long-term debt securities of the
Borrower without third-party credit enhancement, and any rating assigned to any
other debt security of the Borrower shall be disregarded. The rating in effect
at any date is that in effect at the close of business on such date. 

If the Borrower is split-rated
by S&P and Moody’s and the ratings differential is one level, the higher of
the two ratings will apply (e.g., A-/Baa1 results in
Level III Status). If the Borrower is split-rated and the ratings differential
is more than one level, the rating that is one level below the higher rating
will apply (e.g., A-/Baa2 results in Level IV Status). 







Exhibits 







EXHIBIT A - Note


NOTE 


	New York, New
      York
	[Date]




For
value received, THE CLOROX COMPANY, a Delaware corporation (the “Borrower”), promises to
pay to the order of __________________________(the “Bank”), for the account of its Applicable Lending Office, the unpaid
principal amount of each Loan made by the Bank to the Borrower pursuant to the
Credit Agreement referred to below on the maturity date provided for in the
Credit Agreement. The Borrower promises to pay interest on the unpaid principal
amount of each such Loan on the dates and at the rate or rates provided for in
the Credit Agreement. All such payments of principal and interest shall he made
in lawful money of the United States in Federal or other immediately available
funds at the office of Citibank, N.A., 1615 Brett Road, Building #3, New Castle,
Delaware 19720. 

All
Loans made by the Bank, the respective types and maturities thereof and all
repayments of the principal thereof shall be recorded by the Bank and, if the
Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Credit Agreement. 

[SIGNATURE PAGES TO FOLLOW]

A-1 







This
note is one of the Notes referred to in the Credit Agreement dated as of
February 8, 2017 among the Borrower, the banks listed on the signature pages
thereof, JPMorgan Chase Bank, N.A., Citibank, N.A. and Wells Fargo Bank,
National Association, as Administrative Agents, and Citibank, N.A., as Servicing
Agent (as the same may be amended from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used
herein with the same meanings. Reference is made to the Credit Agreement for
provisions for the prepayment hereof and the acceleration of the maturity
hereof. 


	THE CLOROX COMPANY
		 
	 	 
	By:	
		Name:
		Title:
		 
		 
	By:	
		Name:
		Title:




Signature Page to
Note 







LOANS AND PAYMENTS OF
PRINCIPAL 

	Date	Amount
      of
Loan	Type
      of
Loan	Amount
      of
Principal
Repaid	Maturity
Date	Notation
Made By
	  	 	 	 	 	  
	  	 	 	 	 	 
	 					
	 					
	  					
	  	 	 	 	 	  
	  	 	 	 	 	 
	 					
	 					
	  					
	  	 	 	 	 	  
	  	 	 	 	 	 
	 					
	 					
	  					
	  	 	 	 	 	  
	  	 	 	 	 	 
	 					
	 					
	  					









EXHIBIT B - Competitive
Bid Quote Request 

Form of Competitive Bid
Quote Request 


	[Date]




	To:	Citibank, N.A.
      (the “Servicing Agent”)
	 
	From:      	The Clorox
      Company
	 
	Re:	Credit Agreement
      (the “Credit Agreement”) dated as of
      February 8, 2017 among the Borrower, the banks listed on the signature
      pages thereof, JPMorgan Chase Bank N.A., Citibank, N.A. and Wells Fargo
      Bank, National Association, as Administrative Agents, and Citibank, N.A.,
      as Servicing Agent



We hereby give notice pursuant
to Section 2.03 of the Credit Agreement that we request Competitive Bid Quotes
for the following proposed Competitive Bid Borrowing(s): 

	Date of
      Borrowing:  	 



	Principal
      Amount1 	      	Interest
      Period2
	$	 	 

____________________


1 Amount must be
$10,000,000 or a larger multiple of $1,000,000. 
2 Not less than one month (LIBOR
Auction) or not less than 7 days (Absolute Rate Auction), subject to the
provisions of the definition of Interest Period. A request for offers for more
than one Interest Period may be made. 

B-1 







Such Competitive Bid Quotes
should offer a Competitive Bid [Margin] [Absolute Rate]. [The applicable base
rate is the London Interbank Offered Rate.] 

Terms used herein have the
meanings assigned to them in the Credit Agreement. 


	THE CLOROX COMPANY
		 
	 	 
	By:  	
		Name:
		Title:




B-2 







EXHIBIT C - Invitation
for Competitive Bid Quotes 

Form of Invitation for
Competitive Bid Quotes 

	To:	      	[Name of
      Bank]
			 
	Re:		Invitation for
      Competitive Bid Quotes to The Clorox Company (the “Borrower”)



Pursuant to Section 2.03 of
the Credit Agreement dated as of February 8, 2017 among the Borrower, the banks
listed on the signature pages thereof, JPMorgan Chase Bank, N.A., Citibank, N.A.
and Wells Fargo Bank, National Association, as Administrative Agents, and
Citibank, N.A., as Servicing Agent, we are pleased on behalf of the Borrower to
invite you to submit Competitive Bid Quotes to the Borrower for the following
proposed Competitive Bid Borrowing(s): 

 

Date of Borrowing:
____________________

	Principal
      Amount	          	Interest
      Period1
	$		



Such Competitive Bid Quotes
should offer a Competitive Bid [Margin] [Absolute Rate]. [The applicable base
rate is the London Interbank Offered Rate.]

Please respond to this
invitation by no later than [2:00 P.M.] [9:30 A.M.] (New York City time) on
[date]. 


	CITIBANK, N.A.,
		as Servicing
      Agent
	By:     	
		Authorized
      Officer




____________________

1 The Borrower may
have requested offers for more than one Interest Period. 

C-1 







EXHIBIT D - COMPETITIVE BID
QUOTE

Form of Competitive Bid
Quote 

	To:	     	Citibank, N.A.,
      as Servicing Agent
			 
	Re:		Competitive Bid
      Quote to The Clorox Company (the “Borrower”)



In response to your invitation
on behalf of the Borrower dated ________________, 20_, we hereby make the
following Competitive Bid Quote on the following terms: 

	1.	     	Quoting Bank:
    ___________________________________1
	2.		Person to contact at Quoting Bank:
			___________________________________
	3.		Date of Borrowing: _________________________
	4.		We hereby offer to make Competitive Bid Loan(s) in the following
      principal amounts, for the following Interest Period(s) and at the
      following rates:



		     	Principal
Amount2	     	Interest
Period3	     	[Margin]4	     	Competitive
      Bid
[Absolute Rate5]
	$								
	 	 	 	 	 	 	 	 	 
	$								



[Provided, that the aggregate
principal amount of Competitive Bid Loans for which the above offers may be
accepted shall not exceed $_____________.]6

We understand and agree that
the offer(s) set forth above, subject to the satisfaction of the applicable
conditions set forth in the Credit Agreement dated as of February 8, 2017 among
the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase
Bank, N.A., Citibank, N.A. and Wells Fargo Bank, National Association, as
Administrative Agents, and Citibank, N.A., as Servicing Agent, irrevocably
obligates us to make the Competitive Bid Loan(s) for which any offer(s) are
accepted, in whole or in part. 

____________________

1 As specified in
the related invitation.
2 Principal amount bid for each Interest Period may not exceed
principal amount requested. Specify aggregate limitation if the sum of the
individual offer exceeds the amount the Bank is willing to lend. Bids must be
made for $5,000,000 or a larger multiple of $1,000,000.
3 Not less than one month or not less
than 7 days, as specified in the related invitation. No more than five bids are
permitted for each Interest Period.
4 Margin over or under the London Interbank Offered Rate
determined for the applicable Interest Period. Specify percentage (to the
nearest 1/10,000 or 1%) and specify whether “PLUS” or “MINUS”.
5 Specify rate of interest per annum
(to the nearest 1/10,000th of 1%).
6 Principal amount bid for each Interest Period may not exceed
principal amount requested. Specify aggregate limitation if the sum of the
individual offer exceeds the amount the Bank is willing to lend. Bids must be
made for $5,000,000 or a larger multiple of $1,000,000. 


				Very truly yours,	
				[NAME OF BANK]	 
	Dated:	 		By:		 
					Authorized
      Officer	



D-1 







CUSIP
Number:___________________


EXHIBIT E - Assignment
and Assumption Agreement 

ASSIGNMENT AND ASSUMPTION
AGREEMENT 

This Assignment and Assumption
(the “Assignment and
Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between
[the][each]10 Assignor identified in item 1 below ([the][each, an]
“Assignor”) and [the][each]11 Assignee
identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees]12 hereunder are several and not
joint.]13 Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by [the][each] Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full. 

For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the
respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Servicing Agent as contemplated below (i)
all of [the Assignor’s][the respective Assignors’] rights and obligations in
[its capacity as a Bank][their respective capacities as Banks] under the Credit
Agreement and any other documents or instruments delivered pursuant thereto to
the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of [the Assignor][the respective
Assignors] under the revolving credit facility identified below (including
without limitation any letters of credit included in such facility), and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of [the Assignor (in its capacity as a
Bank)][the respective Assignors (in their respective capacities as Banks)]
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] “Assigned Interest”). Each such
sale and assignment is without recourse to [the][any] Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or
warranty by [the][any] Assignor.

	1.	     	Assignor[s]:	                         	_________________________



____________________

10 For bracketed
language here and elsewhere in this form relating to the Assignor(s), if the
assignment is from a single Assignor, choose the first bracketed language. If
the assignment is from multiple Assignors, choose the second bracketed
language.
11 For
bracketed language here and elsewhere in this form relating to the Assignee(s),
if the assignment is to a single Assignee, choose the first bracketed language.
If the assignment is to multiple Assignees, choose the second bracketed
language.
12 Select as
appropriate.
13 Include
bracketed language if there are either multiple Assignors or multiple Assignees.








					_________________________
			[Assignor [is] [is not] a Defaulting
      Bank]
			 		
	2.	     	Assignee[s]:	     	_________________________
			 		_________________________
			[for each Assignee, indicate [affiliate] of
      [identify Bank]]
			 		
	3.		Borrower:		The Clorox
      Company
			 		
	4.		Administrative Agents:		JPMorgan Chase
      Bank, N.A., Citibank, N.A. and Wells Fargo Bank, National Association, as
      the administrative agents under the Credit Agreement
			 		
	5.		Credit
      Agreement:		The
      $1,100,000,000 Credit  Agreement dated as of February 8,
      2017 among The Clorox Company the Banks parties thereto, JPMorgan Chase
      Bank, N.A., Citibank, N.A. and Wells Fargo Bank, National Association, as
      Administrative Agents, Citibank, N.A., as Servicing Agent, and the other
      agents parties thereto
			 		
	6.		Assigned
      Interest[s]:		



	Assignor[s]14	Assignee[s]15	Commitment
Assigned	Aggregate Amount
      of
Commitment/Loans for
all Banks16	Amount
      of
Commitment/Loans
Assigned8	Percentage
Assigned
      of
Commitment/
Loans17	CUSIP
Number
				$	$	%	
				$	$	%	
				$	$	%	



	[7.	     	Trade
    Date:	                         	_________________________]18



[Page break] 

____________________

14 List each
Assignor, as appropriate.
15 List each Assignee, as appropriate.
16 Amount to be adjusted by the
counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date.
17 Set forth, to at least 9 decimals, as a percentage of the
Commitment/Loans of all Banks thereunder.
18 To be completed if the Assignor(s) and the Assignee(s)
intend that the minimum assignment amount is to be determined as of the Trade
Date. 

-2- 







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


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


	ASSIGNOR[S]19
	[NAME OF ASSIGNOR]
		 
	By:	
		Title:
	 
	[NAME OF ASSIGNOR]
		 
	By:	
		Title:
		 
	ASSIGNEE[S]20
	[NAME OF ASSIGNEE]
		 
	By:	
		Title:
		 
	[NAME OF ASSIGNEE]
		 
	By:	
		Title:




[Consented to
and]21 Accepted: 

[NAME OF SERVICING AGENT], as

       Servicing Agent 

	By: 	
		Title:


[Consented
to:]22

	[NAME OF RELEVANT PARTY]
	 	
	By: 	
		Title:

____________________


19 Add additional
signature blocks as needed. Include both Fund/Pension Plan and manager making
the trade (if applicable).
20 Add additional signature blocks as needed. Include both
Fund/Pension Plan and manager making the trade (if applicable).
21 To be added only if the consent of
the Administrative Agent is required by the terms of the Credit
Agreement.
22 To be
added only if the consent of the Borrower and/or other parties (e.g. Swingline
Bank, Issuing Bank) is required by the terms of the Credit
Agreement. 

-3- 







CUSIP
Number:___________________


ANNEX 1 

STANDARD TERMS AND
CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][the relevant] Assigned Interest, (ii)
[the][such] Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim, (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and (iv) it is [not] a
Defaulting Bank; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or affiliates or any other Person obligated in respect of the
Credit Agreement, or (iv) the performance or observance by the Borrower, any of
its Subsidiaries or affiliates or any other Person of any of their respective
obligations under the Credit Agreement. 

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Bank under the Credit Agreement, (ii) it meets all the
requirements to be an assignee under Section 9.06(b)(iii), (v) and (vi) of the
Credit Agreement (subject to such consents, if any, as may be required under
Section 9.06(b)(iii) of the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a
Bank thereunder and, to the extent of [the][the relevant] Assigned Interest,
shall have the obligations of a Bank thereunder, (iv) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned
Interest and either it, or the Person exercising discretion in making its
decision to acquire the Assigned Interest, is experienced in acquiring assets of
such type, (v) it has received a copy of the Credit Agreement, and has received
or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 5.01 thereof, as applicable,
and such other documents and information as it deems appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to
purchase [the][such] Assigned Interest, (vi) it has, independently and without
reliance upon any Administrative Agent, the Servicing Agent or any other Bank
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a
organized under the laws of a jurisdiction outside of the United States,
attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by [the][such] Assignee; and (b) agrees that (i) it will,
independently and without reliance on any Administrative Agent, the Servicing
Agent, [the][any] Assignor or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, and
(ii) it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Agreement are required to be performed by it as a
Bank. 

E-1 







2. Payments. From and after the Effective Date, the Servicing Agent shall make all
payments in respect of [the][each] Assigned Interest (including payments of
principal, interest, fees and other amounts) to [the][the relevant] Assignee
whether such amounts have accrued prior to, on or after the Effective Date. The
Assignor[s] and the Assignee[s] shall make all appropriate adjustments in
payments by the Servicing Agent for periods prior to the Effective Date or with
respect to the making of this assignment directly between themselves.
Notwithstanding the foregoing, the Servicing Agent shall make all payments of
interest, fees or other amounts paid or payable in kind from and after the
Effective Date to [the][the relevant] Assignee. 

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


E-2 







EXHIBIT F 

EXTENSION AGREEMENT


JPMorgan Chase Bank,
N.A.,
Citibank, N.A. and
Wells
Fargo Bank, National Association,
as Administrative Agents
c/o Citibank,
N.A.,
as Servicing Agent
1615 Brett Road, Building #3
New Castle,
Delaware 19720
Ladies and Gentlemen: 

Effective as of [date], the
undersigned hereby agrees to extend its Commitment and Termination Date under
the Credit Agreement dated as of February 8, 2017 among The Clorox Company (the
“Borrower”), the banks party thereto, JPMorgan Chase Bank,
N.A., Citibank, N.A. and Wells Fargo Bank, National Association, as
Administrative Agents, and Citibank, N.A., as Servicing Agent (the
“Credit Agreement”) for one year to [date to which its Termination
Date is to be extended] pursuant to Section 2.01(b) of the Credit Agreement.
Terms defined in the Credit Agreement are used herein as therein defined.


This Extension Agreement shall
be construed in accordance with and governed by the law of the State of New
York. This Extension Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


	[NAME OF BANK]
		 
	By:   	
		Title:










	Agreed and Accepted:	
	 	
	THE CLOROX COMPANY,	
	as Borrower	
	 		
	By:   		
		Title:	
	 		 
	JPMORGAN CHASE BANK, N.A.,	
	as Administrative Agent	
	 		
	By:		
		Title:	
	 		
	CITIBANK, N.A.,	
	as Administrative Agent	
	 		
	By:		
		Title:	
	 		
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Administrative Agent
	 		
	By:		
		Title: