Exhibit
10.1


 


EXECUTION
COPY


 




 





$600,000,000


THREE-YEAR
CREDIT AGREEMENT


 


AMONG


 


AON
CORPORATION,


as
Borrower,


 


THE
LENDERS,


 


CITIBANK,
N.A.,


as
Administrative Agent,


 


JPMORGAN
CHASE BANK, N.A.


and


PNC
BANK, N.A.,


as
LC Issuers,


 


THE
BANK OF NEW YORK,


as
Documentation Agent,


 


ABN
AMRO BANK N.V.


and


J.P.
MORGAN SECURITIES INC.,


as
Syndication Agents,


 


and


 


CITIGROUP
GLOBAL MARKETS INC.,


ABN
AMRO BANK N.V.


and


J.P.
MORGAN SECURITIES INC.,


as
Joint Lead Arrangers,


 


DATED
AS OF


 


February 3,
2005




 





 


CITIGROUP
GLOBAL MARKETS, INC.,


as
SOLE BOOK MANAGER


 





















 


TABLE
OF CONTENTS


 


	
  ARTICLE I DEFINITIONS

  	
   

  
	
  ARTICLE II THE CREDITS

  	
   

  
	
  2.1.

  	
  Commitment

  	
   

  
	
  2.2.

  	
  Required Payments

  	
   

  
	
  2.3.

  	
  Ratable Loans

  	
   

  
	
  2.4.

  	
  Types of Advances

  	
   

  
	
  2.5.

  	
  Facility Fee; Utilization Fee; Reductions in Aggregate Commitment

  	
   

  
	
  2.6.

  	
  Minimum Amount of Each Advance

  	
   

  
	
  2.7.

  	
  Optional Principal Payments

  	
   

  
	
  2.8.

  	
  Method of Selecting Types and Interest Periods for New Advances

  	
   

  
	
  2.9.

  	
  Conversion and Continuation of Outstanding Advances

  	
   

  
	
  2.10.

  	
  Changes in Interest Rate, etc.

  	
   

  
	
  2.11.

  	
  Rates Applicable After Default

  	
   

  
	
  2.12.

  	
  Method of Payment

  	
   

  
	
  2.13.

  	
  Noteless Agreement; Evidence of
  Indebtedness

  	
   

  
	
  2.14.

  	
  Telephonic Notices

  	
   

  
	
  2.15.

  	
  Interest Payment Dates; Interest and Fee Basis

  	
   

  
	
  2.16.

  	
  Notification of Advances, Interest Rates, Prepayments and Commitment
  Reductions

  	
   

  
	
  2.17.

  	
  Lending Installations

  	
   

  
	
  2.18.

  	
  Non-Receipt of Funds by the Administrative Agent

  	
   

  
	
  2.19.

  	
  Facility LCs

  	
   

  
	
  2.20.

  	
  Replacement of Lender

  	
   

  
	
  ARTICLE III YIELD PROTECTION; TAXES

  	
   

  
	
  3.1.

  	
  Yield Protection

  	
   

  
	
  3.2.

  	
  Changes in Capital Adequacy Regulations

  	
   

  
	
  3.3.

  	
  Availability of Types of Advances

  	
   

  
	
  3.4.

  	
  Funding Indemnification

  	
   

  
	
  3.5.

  	
  Taxes

  	
   

  
	
  3.6.

  	
  Lender Statements; Survival of Indemnity

  	
   

  
	
  ARTICLE IV CONDITIONS PRECEDENT

  	
   

  
	
  4.1.

  	
  Effectiveness

  	
   

  
	
  4.2.

  	
  Each Credit Extension

  	
   

  
	
  ARTICLE V REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
  5.1.

  	
  Corporate Existence and Standing

  	
   

  
	
  5.2.

  	
  Authorization and Validity

  	
   

  
	
  5.3.

  	
  Compliance with Laws and Contracts

  	
   

  
	
  5.4.

  	
  Governmental Consents

  	
   

  
	
  5.5.

  	
  Financial Statements

  	
   

  
	
  5.6.

  	
  Material Adverse Change

  	
   

  
	
  5.7.

  	
  Taxes

  	
   

  
	
  5.8.

  	
  Litigation and Contingent Obligations

  	
   

  
	
  5.9.

  	
  ERISA

  	
   

  
	
  5.10.

  	
  Defaults

  	
   

  



 


i





















 


	
  5.11.

  	
  Regulation U

  	
   

  
	
  5.12.

  	
  Investment Company; Public Utility Holding
  Company

  	
   

  
	
  5.13.

  	
  Ownership of Properties

  	
   

  
	
  5.14.

  	
  Material Agreements

  	
   

  
	
  5.15.

  	
  Environmental Laws

  	
   

  
	
  5.16.

  	
  Insurance

  	
   

  
	
  5.17.

  	
  Insurance Licenses

  	
   

  
	
  5.18.

  	
  Disclosure

  	
   

  
	
  ARTICLE VI COVENANTS

  	
   

  
	
  6.1.

  	
  Financial Reporting

  	
   

  
	
  6.2.

  	
  Use of Proceeds

  	
   

  
	
  6.3.

  	
  Notice of Default

  	
   

  
	
  6.4.

  	
  Conduct of Business

  	
   

  
	
  6.5.

  	
  Taxes

  	
   

  
	
  6.6.

  	
  Insurance

  	
   

  
	
  6.7.

  	
  Compliance with Laws

  	
   

  
	
  6.8.

  	
  Maintenance of Properties

  	
   

  
	
  6.9.

  	
  Inspection

  	
   

  
	
  6.10.

  	
  Capital Stock and Dividends

  	
   

  
	
  6.11.

  	
  Merger

  	
   

  
	
  6.12.

  	
  Liens

  	
   

  
	
  6.13.

  	
  Affiliates

  	
   

  
	
  6.14.

  	
  Change in Fiscal Year

  	
   

  
	
  6.15.

  	
  Inconsistent Agreements

  	
   

  
	
  6.16.

  	
  Dispositions

  	
   

  
	
  6.17.

  	
  Financial Covenants

  	
   

  
	
  6.18.

  	
  ERISA

  	
   

  
	
  6.19.

  	
  Guarantors

  	
   

  
	
  6.20.

  	
  Indebtedness

  	
   

  
	
  6.21.

  	
  Acquisitions

  	
   

  
	
  ARTICLE VII DEFAULTS

  	
   

  
	
  ARTICLE VIII ACCELERATION, WAIVERS,
  AMENDMENTS AND REMEDIES

  	
   

  
	
  8.1.

  	
  Acceleration; Facility LC Collateral
  Account

  	
   

  
	
  8.2.

  	
  Amendments

  	
   

  
	
  8.3.

  	
  Preservation of Rights

  	
   

  
	
  ARTICLE IX GENERAL PROVISIONS

  	
   

  
	
  9.1.

  	
  Survival of Representations

  	
   

  
	
  9.2.

  	
  Governmental Regulation

  	
   

  
	
  9.3.

  	
  Headings

  	
   

  
	
  9.4.

  	
  Entire Agreement

  	
   

  
	
  9.5.

  	
  Several Obligations; Benefits of this
  Agreement

  	
   

  
	
  9.6.

  	
  Expenses; Indemnification

  	
   

  
	
  9.7.

  	
  Numbers of Documents

  	
   

  
	
  9.8.

  	
  Accounting

  	
   

  
	
  9.9.

  	
  Severability of Provisions

  	
   

  
	
  9.10.

  	
  Nonliability of Lenders

  	
   

  



 


ii





















 


	
  9.11.

  	
  Confidentiality

  	
   

  
	
  9.12.

  	
  Disclosure

  	
   

  
	
  9.13.

  	
  USA PATRIOT ACT NOTIFICATION

  	
   

  
	
  ARTICLE X THE ADMINISTRATIVE AGENT

  	
   

  
	
  10.1.

  	
  Appointment

  	
   

  
	
  10.2.

  	
  Powers

  	
   

  
	
  10.3.

  	
  General Immunity

  	
   

  
	
  10.4.

  	
  No Responsibility for Loans, Recitals, etc.

  	
   

  
	
  10.5.

  	
  Action on Instructions of Lenders

  	
   

  
	
  10.6.

  	
  Employment of Administrative Agents and
  Counsel

  	
   

  
	
  10.7.

  	
  Reliance on Documents; Counsel

  	
   

  
	
  10.8.

  	
  Administrative Agent’s Reimbursement and
  Indemnification

  	
   

  
	
  10.9.

  	
  Notice of Default

  	
   

  
	
  10.10.

  	
  Rights as a Lender

  	
   

  
	
  10.11.

  	
  Lender Credit Decision

  	
   

  
	
  10.12.

  	
  Successor Administrative Agent

  	
   

  
	
  10.13.

  	
  Fees

  	
   

  
	
  10.14.

  	
  Delegation to Affiliates

  	
   

  
	
  10.15.

  	
  Arrangers and Syndication Agents

  	
   

  
	
  ARTICLE XI SETOFF; RATABLE PAYMENTS

  	
   

  
	
  11.1.

  	
  Setoff

  	
   

  
	
  11.2.

  	
  Ratable Payments

  	
   

  
	
  ARTICLE XII BENEFIT OF AGREEMENT;
  ASSIGNMENTS; PARTICIPATIONS

  	
   

  
	
  12.1.

  	
  Successors and Assigns

  	
   

  
	
  12.2.

  	
  Participations

  	
   

  
	
  12.3.

  	
  Assignments

  	
   

  
	
  12.4.

  	
  Dissemination of Information

  	
   

  
	
  12.5.

  	
  Tax Treatment

  	
   

  
	
  ARTICLE XIII NOTICES

  	
   

  
	
  13.1.

  	
  Giving Notice

  	
   

  
	
  13.2.

  	
  Change of Address

  	
   

  
	
  ARTICLE XIV COUNTERPARTS

  	
   

  
	
  ARTICLE XV CHOICE OF LAW; CONSENT TO
  JURISDICTION; WAIVER OF JURY TRIAL

  	
   

  
	
  15.1.

  	
  CHOICE OF LAW

  	
   

  
	
  15.2.

  	
  CONSENT TO JURISDICTION

  	
   

  
	
  15.3.

  	
  WAIVER OF JURY TRIAL

  	
   

  



 


iii





















 


EXHIBITS


 


	
  Exhibit A

  	
   

  	
  Form of Note

  
	
  Exhibit B

  	
   

  	
  Form of Facility LC Application

  
	
  Exhibit C

  	
   

  	
  Form of Compliance Certificate

  
	
  Exhibit D

  	
   

  	
  Form of Assignment and Assumption Agreement

  
	
  Exhibit E

  	
   

  	
  Form of Subsidiary Guaranty

  
	
  Exhibit F

  	
   

  	
  Form of Guarantor Financial Report

  



 


SCHEDULES


 


	
  Pricing
  Schedule

  	
   

  	
   

  
	
  Schedule 1

  	
   

  	
  Commitments

  



 


iv





















 


THREE-YEAR
CREDIT AGREEMENT


 


This Three-Year Credit Agreement, dated as of
February 3, 2005, is among Aon Corporation, a Delaware corporation, the
Lenders, Citibank, N.A., a national banking association, as Administrative
Agent, and JPMorgan Chase Bank, N.A. and PNC Bank, N.A., as LC Issuers.


 


R
E  C  I  T  A  L  S:


 


A.                                   The
Borrower has requested the Lenders to make financial accommodations to it in
the aggregate principal amount of $600,000,000; and


 


B.                                     The
Lenders are willing to extend such financial accommodations on the terms and
conditions set forth below.


 


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


 


ARTICLE I

DEFINITIONS


 


As used in this Agreement:


 


“Acquisition” means the acquisition,
directly, by merger or otherwise, for consideration in any single transaction
or series of related transactions in excess of $25,000,000 (as determined
reasonably and in good faith by the Borrower), and whether the consideration is
cash, securities or other value, of (a) more than 50% of the voting Equity
Interests of any Person (other than the voting Equity Interests of a Person
which is (prior to such Acquisition) a Subsidiary of the Borrower), or (b) all
or substantially all of the assets of, or any division or business unit of, any
Person (other than any such Person which is a Subsidiary of the Borrower).


 


“Administrative Agent” means Citibank in its
capacity as contractual representative of the Lenders pursuant to Article X,
and not in its individual capacity as a Lender, and any successor
Administrative Agent appointed pursuant to Article X.


 


“Advance” means a borrowing of Loans, (a)
advanced by the Lenders on the same Borrowing Date, or (b) converted or
continued by the Lenders on the same date of conversion or continuation,
consisting, in either case, of the aggregate amount of the several Loans of the
same Type and, in the case of Eurodollar Loans, for the same Interest Period.


 


“Affected Lender” is defined in Section 2.20.


 


“Affiliate” of any Person means any other
Person directly or indirectly controlling, controlled by or under common control
with such Person.  A Person shall be
deemed to control another Person if the controlling Person owns 10% or more of
any class of voting securities (or 


 





















 


other ownership interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
stock, by contract or otherwise.


 


“Aggregate Commitment” means the aggregate of
the Commitments of all the Lenders, as reduced from time to time pursuant to
the terms hereof.  The initial Aggregate
Commitment is $600,000,000.


 


“Aggregate Outstanding Credit Exposure”
means, at any time, the aggregate of the Outstanding Credit Exposure of all the
Lenders.


 


“Agreement” means this Three-Year Credit
Agreement, as it may be amended or modified and in effect from time to time.


 


“Agreement Accounting Principles” means
generally accepted accounting principles as in effect from time to time,
applied in a manner consistent with those used in preparing the financial
statements referred to in Section 5.5.


 


“Alternate Base Rate” means a fluctuating
interest rate per annum in effect from time to time, which rate per annum shall
at all times be equal to the highest of:


 


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


 


(b)                                 the
sum (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of 1%, to
the next higher 1/4 of 1%) of (i) 1/2 of 1% per annum, plus
(ii) the rate obtained by dividing (A) the latest three-week moving
average of secondary market morning offering rates in the United States for
three-month certificates of deposit of major United States money market banks,
such three-week moving average (adjusted to the basis of a year of 360 days)
being determined weekly on each Monday (or, if such day is not a Business Day,
on the next succeeding Business Day) for the three-week period ending on the
previous Friday by Citibank on the basis of such rates reported by certificate
of deposit dealers to and published by the Federal Reserve Bank of
New York or, if such publication shall be suspended or terminated, on the
basis of quotations for such rates received by Citibank from three
New York certificate of deposit dealers of recognized standing selected by
Citibank, by (B) a percentage equal to 100% minus the average of
the daily percentages specified during such three-week period by the Board of
Governors of the Federal Reserve System (or any successor) for determining the maximum
reserve requirement (including, but not limited to, any emergency, supplemental
or other marginal reserve requirement) for Citibank with respect to liabilities
consisting of or including (among other liabilities) three-month U.S. dollar
non-personal time deposits in the United States, plus (iii) the
average during such three-week period of the annual assessment rates estimated
by Citibank for determining the then current annual assessment payable by
Citibank to the Federal Deposit Insurance Corporation (or any successor) for
insuring U.S. dollar deposits of Citibank in the United States; and


 


(c)                                  1/2
of one percent per annum above the Federal Funds Effective Rate.


 


2





















 


“Alternate Base Rate Advance” means an
Advance which, except as otherwise provided in Section 2.11, bears
interest at the Alternate Base Rate.


 


“Alternate Base Rate Loan” means a Loan
which, except as otherwise provided in Section 2.11, bears interest
at the Alternate Base Rate.


 


“Applicable Facility Fee Rate” means, at any
time, the percentage determined in accordance with the Pricing Schedule at
such time.  The Applicable Facility Fee
Rate shall change as and when the Borrower Debt Rating changes.


 


“Applicable Margin” means, (a) with respect
to Alternate Base Rate Advances, 0.0%, and (b) with respect to Eurodollar Rate
Advances, the percentage rate per annum which is applicable at such time with
respect to Eurodollar Rate Advances as set forth in the Pricing Schedule.


 


“Applicable Utilization Fee Rate” means, at
any time, the percentage determined in accordance with the Pricing Schedule at
such time.  The Applicable Utilization
Fee Rate shall change as and when the Borrower Debt Rating changes.


 


“Approved Fund” means any Fund that is administered
or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.


 


“Arrangers” means Citigroup Global Markets,
Inc., ABN Amro Bank N.V. and J.P. Morgan Securities Inc., and their respective
successors, in their capacity as “Joint Lead Arrangers”.


 


“Article” means an article of this
Agreement unless another document is specifically referenced.


 


“Authorized Officer” means any of the
president, chief financial officer, treasurer or vice-president and controller
of the Borrower, acting singly.


 


“Borrower” means Aon Corporation, a Delaware
corporation, and its successors permitted and assigns.


 


“Borrower Debt Rating” means the senior
unsecured long term debt (without third party credit enhancement) rating of the
Borrower as determined by a rating agency identified on the Pricing Schedule.


 


“Borrowing Date” means a date on which an
Advance is made hereunder.


 


“Borrowing Notice” is defined in Section 2.8.


 


“Business Day” means (a) with respect to any
borrowing, payment or rate selection of Eurodollar Advances, a day (other than
a Saturday or Sunday) on which banks generally are open in New York for the
conduct of substantially all of their commercial lending activities, interbank
wire transfers can be made on the Fedwire system and dealings in United States
dollars are carried on in the London interbank market and (b) for all other
purposes, a day (other than a


 


3





















 


Saturday or Sunday) on which banks generally are open in New York for
the conduct of substantially all of their commercial lending activities and
interbank wire transfers can be made on the Fedwire system.


 


“Cananwill Securitization” is defined in Section 6.16(c).


 


“Capitalized Lease” of a Person means any
lease of Property by such Person as lessee which would be capitalized on a
balance sheet of such Person prepared in accordance with Agreement Accounting
Principles.


 


“Capitalized Lease Obligations” of a Person
means the amount of the obligations of such Person under Capitalized Leases
which would be shown as a liability on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.


 


“Cash Collateral” is defined in Section 2.19.13.


 


“Change” is defined in Section 3.2.


 


“Change in Control” means (a) the acquisition
by any Person, or two or more Persons acting in concert, including without
limitation any acquisition effected by means of any transaction contemplated by
Section 6.11, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 20% or more of the outstanding shares of voting stock of the
Borrower, or (b) during any period of 25 consecutive calendar months,
commencing on the date of this Agreement, the ceasing of those individuals (the
“Continuing Directors”) who (i) were directors of the Borrower on the
first day of each such period or (ii) subsequently became directors of the
Borrower and whose initial election or initial nomination for election
subsequent to that date was approved by a majority of the Continuing Directors
then on the board of directors of the Borrower, to constitute a majority of the
board of directors of the Borrower.


 


“Citibank” means Citibank, N.A., a national
banking association, in its individual capacity, and its successors.


 


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


 


“Collateral Date” is defined in Section 2.19.13.


 


“Collateral Shortfall Amount” is defined in Section 8.1.


 


“Commitment” means, for each Lender, the
obligation of such Lender to make Loans to, and participate in Facility LCs
issued upon the application of, the Borrower in an aggregate outstanding amount
not exceeding the amount set forth opposite its name on Schedule 1
hereto,  as it may be modified as a
result of any assignment that has become effective pursuant to Section 12.3.2
or as otherwise modified from time to time pursuant to the terms hereof.


 


“Communications” is defined in Section 13.1.


 


4





















 


“Condemnation” is defined in Section 7.8.


 


“Consolidated” or “consolidated”, when used
in connection with any calculation, means a calculation to be determined on a
consolidated basis for the Borrower and its Subsidiaries in accordance with
Agreement Accounting Principles.


 


“Consolidated Adjusted EBITDA” means, for any
Measurement Period, Consolidated Net Income for such period plus, to the
extent deducted from revenues in determining Consolidated Net Income, (i)
Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii)
depreciation, (iv) amortization and (v) extraordinary losses incurred other
than in the ordinary course of business, minus, to the extent included
in Consolidated Net Income, extraordinary gains realized other than in the
ordinary course of business, all calculated for the Borrower and its
Subsidiaries on a consolidated basis; provided that, notwithstanding the
foregoing provisions of this definition, no amounts shall be added pursuant to
clauses (i) through (v) for any losses, costs, expenses or other charges
resulting from the settlement of any Disclosed Claims or any payments in
respect of any judgments or other orders thereon or any restructuring or other
charges in connection therewith or relating thereto.


 


“Consolidated Funded Debt” means, without
duplication, (i) all Indebtedness of the Borrower and its Subsidiaries of the
types described in clauses (a), (b), (c), (d) and (e) of the definition of
Indebtedness (excluding, for purposes of clauses (b) and (c), any leases that
constitute operating leases in accordance with Agreement Accounting
Principles), and (ii) all Indebtedness Borrower and its Subsidiaries of the
type described in clause (j) of the definition of Indebtedness with respect to
Indebtedness of the types described in clause (i) above, calculated on a
Consolidated basis.


 


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


 


“Consolidated Leverage Ratio” means, as of
the last day of any Measurement Period, the ratio of Consolidated Funded Debt
at such date to Consolidated Adjusted EBITDA for such Measurement Period.


 


“Consolidated Net Income” means, with
reference to any period, the net income (or loss) of the Borrower and its
Subsidiaries calculated on a consolidated basis for such period.


 


“Consolidated Net Worth” means, at any date
of determination, the consolidated common stockholders’ equity of the Borrower
and its consolidated Subsidiaries determined in accordance with Agreement
Accounting Principles.


 


“Contingent Obligation” of a Person means any
agreement, undertaking or arrangement by which such Person assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the payment of,
or otherwise becomes or is contingently liable upon, the obligation or
liability of any other Person, or agrees to maintain the net worth or working
capital or other financial condition of any other Person, or otherwise assures
any creditor of such other Person against loss, including, without limitation,
any comfort letter, operating agreement or take-or-pay contract or application
for a Letter of Credit.


 


5





















 


“Controlled Group” means all members of a
controlled group of corporations or other business entities and all trades or
businesses (whether or not incorporated) under common control which, together
with the Borrower or any of its Subsidiaries, are treated as a single employer
under Section 414 of the Code.


 


“Conversion/Continuation Notice” is defined
in Section 2.9.


 


“Credit Extension” means the making of an
Advance or the issuance of a Facility LC hereunder.


 


“Credit Extension Date” means the Borrowing
Date for an Advance or the issuance date for a Facility LC.


 


“Default” means an event described in Article VII.


 


“Deficit Reduction Contribution” has the
meaning set forth in Section 412(l)(2) of the Code.


 


“Disclosed Claims” means any litigation,
proceeding or investigation disclosed in (a) the Borrower’s quarterly report on
Form 10-Q for the fiscal quarter ended September 30, 2004 as filed with
the Securities and Exchange Commission and (b) the Borrower’s Form 8-K dated December 6,
2004 as filed with the Securities and Exchange Commission.


 


“Disposition” or “Dispose” means the sale,
transfer or other disposition (including any sale and leaseback transaction),
in each case for consideration in any single transaction or series of related
transactions in excess of $25,000,000 (as determined reasonably in good faith
by the Borrower), by any Person of any Property of such Person (or the granting
of any option or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse, of any Equity
Interests owned by such Person, or any notes or accounts receivable or any
rights and claims associated therewith.


 


“Domestic Subsidiary” means a Subsidiary of
the Borrower formed and existing under the laws of any state of the United
States and the business, assets and operations of which are located in the
United States.


 


“Environmental Laws” is defined in Section 5.15.


 


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


 


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time, and any rule or regulation
issued thereunder.


 


“Eurodollar Advance” means an Advance which,
except as otherwise provided in Section 2.11, bears interest at the
applicable Eurodollar Rate.


 


6





















 


“Eurodollar Base Rate” means, with respect to
a Eurodollar Advance for the Interest Period applicable to such Eurodollar
Advance, the applicable British Bankers’ Association Interest Settlement Rate
for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m.
(London time) two (2) Business Days prior to the first day of such Interest
Period, and having a maturity equal to such Interest Period, provided
that, (i) if Reuters Screen FRBD is not available to the Administrative Agent
for any reason, the applicable Eurodollar Base Rate for the relevant Interest
Period shall instead be the applicable British Bankers’ Association Interest
Settlement Rate for deposits in U.S. dollars as reported by any other generally
recognized financial information service as of 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period, and having a maturity
equal to such Interest Period, and (ii) if no such British Bankers’ Association
Interest Settlement Rate is available to the Administrative Agent, the
applicable Eurodollar Base Rate for the relevant Interest Period shall instead
be the rate determined by the Administrative Agent to be the rate at which
Citibank offers to place deposits in U.S. dollars with first-class banks in the
London interbank market at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period, in the
approximate amount of Citibank’s relevant Eurodollar Loan and having a maturity
equal to such Interest Period.


 


“Eurodollar Loan” means a Loan which, except
as otherwise provided in Section 2.11,  bears interest at the applicable Eurodollar
Rate.


 


“Eurodollar Rate” means, with respect to a
Eurodollar Advance for the relevant Interest Period, the sum of (a) the
quotient of (i) the Eurodollar Base Rate applicable to such Interest Period,
divided by (ii) one minus the Reserve Requirement (expressed as a
decimal) applicable to such Interest Period, plus (b) the Applicable
Margin for Eurodollar Advances.


 


“Euro Facility” means, collectively, (i)
prior to the effectiveness of the credit facilities referred to in clause (ii)
below, the revolving credit facilities provided pursuant to the Credit
Agreement dated as of September 24, 2001, as supplemented, modified or
amended from time to time, among Aon Corporation, as guarantor, Aon Finance
Limited, Aon France S.A., Aon Group Nederland B.V., Aon Holdings B.V. and Aon
Jauch & Hübener Holding GmbH, as borrowers, the lenders party thereto, and
Citibank International plc, as agent, and (ii) from and after the effectiveness
thereof, (a) the up to €325,000,000 Three-Year Revolving Loan Facility, and
(b) the up to €325,000,000 Five-Year Revolving Loan Facility, each made
pursuant to the Facility Agreement, to be dated on or about February 7,
2005, among Aon Finance Limited, Aon Limited, Aon France S.A., Aon Holdings
B.V., Aon Jauch & Hübener Holdings GmbH and Aon Finance N.S.1, ULC, as “Original
Borrowers”, Aon Corporation, as “Original Guarantor”, Citigroup Global Markets
Limited, ING Bank N.V. and The Royal Bank of Scotland plc, as “Mandated Lead
Arrangers”, Citibank International plc, as “Agent”, and the “Lenders” party
thereto, as the same may be supplemented, modified and amended from time to
time, provided that, in each case, the principal amount of the credit committed
thereunder is not increased without the consent of the Required Lenders.


 


“Excluded Taxes” means, in the case of each
Lender or applicable Lending Installation and the Administrative Agent, taxes
imposed on its overall net income, and franchise taxes imposed on it, by (i)
the jurisdiction under the laws of which such Lender or the Administrative
Agent is incorporated or organized or (ii) the jurisdiction in which the
Administrative Agent’s or


 


7





















 


such Lender’s principal executive office or such Lender’s applicable
Lending Installation is located.


 


“Exhibit” refers to an exhibit to this
Agreement, unless another document is specifically referenced.


 


“Existing Credit Agreements” means (i) the
$337,500,000 364-Day Credit Agreement dated as of February 5, 2004 among
the Borrower, JPMorgan Chase Bank, N.A., successor by merger to Bank One, N.A.,
as agent, and the lenders party thereto, as amended, restated, supplemented or
otherwise modified from time to time, and (ii) the $437,500,000 Three-Year
Credit Agreement dated as of February 8, 2002 among the Borrower, JPMorgan
Chase Bank, N.A., successor by merger to Bank One, N.A., as agent, and the
lenders party thereto, as amended, restated, supplemented or otherwise modified
from time to time.


 


“Existing Letter of Credit” means letter of
credit no. SLT410834 dated December 16, 2004, in the face amount of
$20,000,000, issued by JPMorgan Chase Bank, N.A. in favor of Wachovia Bank, as
Trustee for the Grantor Trust established 12/6/89 with Alexander &
Alexander Services, Inc., for the account of the Borrower.  Anything contained herein to the contrary
notwithstanding, the Existing Letter of Credit shall be deemed for all purposes
to be a Facility LC issued hereunder on the date hereof.


 


“Extended Facility LC” is defined in Section 2.19.13.


 


“Facility LC” is defined in Section 2.19.1.


 


“Facility LC Application” is defined in Section 2.19.3.


 


“Facility LC Collateral Account” is defined
in Section 2.19.11.


 


“Facility Termination Date” means February [_],
2008, or any earlier date on which the Aggregate Commitment is reduced to zero
or otherwise terminated pursuant to the terms hereof.


 


“Federal Funds Effective Rate” means, for any
day, an interest rate per annum equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published for such day (or,
if such day is not a Business Day, for the immediately preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations at
approximately 10:00 a.m. (New York time) on such day on such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by the Administrative Agent in its sole
discretion.


 


“Financial Statements” is defined in Section 5.5.


 


“Fiscal Quarter” means each of the four
three-month accounting periods comprising a Fiscal Year.


 


“Fiscal Year” means the twelve-month
accounting period ending December 31 of each year.


 


8





















 


“Foreign Subsidiary” means any Subsidiary of
the Borrower that is not a Domestic Subsidiary.


 


“Fund” means any Person (other than a natural
person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the
ordinary course of its business.


 


“Funded Current Liability Percentage” has the
meaning set forth in Section 412(l)(9)(C) of the Code.


 


“Governmental Authority” means any government
(foreign or domestic) or any state or other political subdivision thereof or
any governmental body, agency, authority, department or commission (including
without limitation any taxing authority or political subdivision) or any
instrumentality or officer thereof (including, without limitation, any court or
tribunal and any board of insurance, insurance department or insurance
commissioner) exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any corporation,
partnership or other entity directly or indirectly owned or controlled by or
subject to the control of any of the foregoing.


 


“Guarantor” means (a) Aon Group, Inc., a
Maryland corporation, and (b) and any other direct Consolidated Subsidiary of
the Borrower that executes and delivers to the Administrative Agent a
Subsidiary Guaranty, provided that (i) such Subsidiary is reasonably
acceptable to the Required Lenders, and (ii) the Administrative Agent shall
have received, in form and substance satisfactory to the Administrative Agent,
(A) documents of the types described in Sections 4.1(a) through (e) with
respect to such Guarantor and the Subsidiary Guaranty executed by it and (B) a
Guarantor Financial Report for the most recently ended period for which such
reports are required to have been delivered for the Guarantors pursuant to Section 6.1.


 


“Guarantor Adjusted EBITDA” means, for any
Measurement Period, the combined net income (or loss) of the Guarantors and
their respective Subsidiaries for such period plus,
to the extent deducted from revenues in determining net income (or loss), (i)
interest expense of the Guarantors and their respective Subsidiaries, (ii)
expense for taxes paid or accrued, (iii) depreciation, (iv) amortization and
(v) extraordinary losses incurred other than in the ordinary course of
business, minus, to the extent included in net income (or loss),
extraordinary gains realized other than in the ordinary course of business, all
calculated with principles of consolidation comparable to the principles used
in calculating Consolidated Adjusted EBITDA and otherwise subject to the
additional adjustments specified in the form of the Guarantor Financial Report
attached hereto as Exhibit F; provided that, notwithstanding the
foregoing provisions of this definition, no amounts shall be added pursuant to
clauses (i) through (v) for any losses, costs, expenses or other charges
resulting from the settlement of any Disclosed Claims or any payments in
respect of any judgments or other orders thereon or any restructuring or other
charges in connection therewith or relating thereto.  As of any date of determination, the term “Guarantor
Adjusted EBITDA” means the amount calculated as set forth above in this
paragraph for the Measurement Period ending on the last day of the most
recently ended Fiscal Quarter of the Borrower for which financial statements
have been delivered pursuant to Section 6.1(a) or (b) (and,
in relation to any transaction or event in connection with which such


 


9





















 


calculation is required hereunder, calculated on a pro forma basis
giving effect to such transaction or event).


 


“Guarantor Financial Report” means, with
respect to any Guarantor, (a) for any Fiscal Year, a report for such Guarantor
and its Subsidiaries for such Fiscal Year, and (b) for any Fiscal Quarter, a
report for such Guarantor and its Subsidiaries for such Fiscal Quarter and for
the period from the beginning of the applicable Fiscal Year to the end of such
Fiscal Quarter, in each case substantially in the form of Exhibit F.


 


“Guaranty Termination Date” means the date,
if any, on which each Subsidiary Guaranty is terminated in accordance with the
proviso to clause (a) of Section 14 thereof.


 


“Hazardous Materials” is defined in Section 5.15.


 


“Hedging Agreement” means any interest rate
protection agreement, foreign currency exchange agreement, commodity price
protection agreement or other interest or currency exchange rate or commodity
price hedging arrangement and all other similar agreements or arrangements
designed to alter the risks of any Person arising from fluctuations in interest
rates, currency values or commodity prices.


 


“Immaterial Subsidiaries” means one or more
Subsidiaries of the Borrower, the Consolidated total assets, Consolidated
revenues and Consolidated net operating income of which, in the aggregate, do
not exceed three percent (3%) of the Consolidated total assets, Consolidated
revenues and Consolidated net operating income, respectively, of the Borrower
and its Subsidiaries, in each case determined as of the end, or for, as the
case may be, the period of four Fiscal Quarters most recently ended for which
financial statements have been or are required to have been delivered pursuant
to Section 6.1(a) or (b).


 


“Indebtedness” of a Person means (a) such Person’s
obligations for borrowed money, (b) obligations of such Person representing the
deferred purchase price of Property or services (other than accounts payable
arising in the ordinary course of such Person’s business payable on terms
customary in the trade), (c) such Person’s obligations created or arising under
any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (d) 
such Person’s obligations which are evidenced by bonds, notes,
debentures, acceptances, or similar instruments, (e) Capitalized Lease
Obligations of such Person, (f) Contingent Obligations of such Person, (g)
obligations, contingent or otherwise, for which such Person is obligated
pursuant to or in respect of Letters of Credit or bankers’ acceptances, (h)
such Person’s obligations under Hedging Agreements to the extent required to be
reflected on a balance sheet of such Person, (i) repurchase obligations or
liabilities of such Person with respect to accounts or notes receivable sold by
such Person, and (j) all Indebtedness and other obligations referred to in
clauses (a) through (i) above secured by (or for which the holder of such
Indebtedness or other obligations has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including, without
limitation, accounts and contract rights) owned by such Person or payable out
of the proceeds or production from property of such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness or
other obligations.


 


10





















 


“Interest Period” means, with respect to a
Eurodollar Advance, a period of one, two, three or six months commencing on a
Business Day selected by the Borrower pursuant to this Agreement.  An Interest Period of one, two, three or six months
shall end on (but exclude) the day which corresponds numerically to such date
one, two, three or six months thereafter; provided, however, that
if there is no such numerically corresponding day in such next, second, third
or sixth succeeding month, such Interest Period shall end on the last Business
Day of such next, second, third or sixth succeeding month.  If an Interest Period would otherwise end on
a day which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day; provided, however, that if said next
succeeding Business Day falls in a new calendar month, such Interest Period
shall end on the immediately preceding Business Day.


 


“LC Fee” is defined in Section 2.19.4.


 


“LC Issuer” means JPMorgan Chase Bank, N.A.
or PNC Bank, N.A., in either case in its capacity as an issuer of Facility LCs
hereunder.


 


“LC Obligations” means, at any time, the sum,
without duplication, of (a) the aggregate undrawn stated amount under all
Facility LCs outstanding at such time plus (b) the aggregate unpaid
amount at such time of all Reimbursement Obligations.


 


“LC Payment Date” is defined in Section 2.19.5.


 


“Lenders” means the lending institutions
listed on the signature pages of this Agreement and their respective successors
and assigns.


 


“Lending Installation” means, with respect to
a Lender or the Administrative Agent, the office or branch of such Lender or
the Administrative Agent listed on the signature pages hereof or on a Schedule or
otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.17.


 


“Letter of Credit” of a Person means a letter
of credit or similar instrument which is issued upon the application of such
Person or upon which such Person is an account party or for which such Person
is in any way liable.


 


“Lien” means any security interest, lien
(statutory or other), mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, the interest of a vendor or lessor under any conditional sale,
Capitalized Lease or other title retention agreement).


 


“Loan” means, with respect to a Lender, such
Lender’s loan made pursuant to Article II (or any conversion or
continuation thereof).


 


“Loan Documents” means this Agreement, the
Facility LC Applications, each Subsidiary Guaranty (until the Guaranty
Termination Date) and any Notes issued pursuant to Section 2.13 and
the other documents and agreements contemplated hereby and executed by the
Borrower in favor of the Administrative Agent, any LC Issuer or any Lender.


 


11





















 


“Loan Parties” means the Borrower and, at all
times prior to the Guaranty Termination Date, each of the Guarantors.


 


“Margin Stock” has the meaning assigned to
that term under Regulation U.


 


“Material Adverse Effect” means a material
adverse effect on (a) the business, Property, condition (financial or
otherwise), performance, results of operations, or prospects of the Borrower
and its Subsidiaries taken as a whole, (b) the ability of the Borrower to
perform its obligations under the Loan Documents, or (c) the validity or
enforceability of any of the Loan Documents or the rights or remedies of the
Administrative Agent, the LC Issuers or the Lenders thereunder.


 


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


 


“Minimum Guarantor EBITDA” means, for any
Measurement Period, Guarantor Adjusted EBITDA of not less than $750,000,000.


 


“Modified Required Lenders” means Lenders in
the aggregate having at least 66 2/3% of the Aggregate Commitment or, if the
Aggregate Commitment has been terminated, Lenders in the aggregate holding at
least 66 2/3% of the Aggregate Outstanding Credit Exposure.


 


“Modify” and “Modification” are defined in Section 2.19.1.


 


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


 


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


 


“Non-U.S. Lender” is defined in Section 3.5(d).


 


“Note” is defined in Section 2.13.


 


“Notice” is defined in Section 13.1


 


“Obligations” means all unpaid principal of
and accrued and unpaid interest on the Loans, all Reimbursement Obligations,
all accrued and unpaid fees and all expenses, reimbursements, indemnities and
other obligations of the Borrower to the Lenders or to any Lender, the
Administrative Agent, any LC Issuer or any indemnified party arising under the
Loan Documents.


 


“Other Taxes” is defined in Section 3.5(b).


 


“Outstanding Credit Exposure” means, as to
any Lender at any time, the sum of (a) the aggregate principal amount of
its Loans outstanding at such time, plus (b) an amount equal to its
pro rata share of the LC Obligations at such time.


 


“Participants” is defined in Section 12.2.1.


 


12





















 


“Payment Date” means the last day of each
March, June, September and December.


 


“PBGC” means the Pension Benefit Guaranty
Corporation, or any successor thereto.


 


“Person” means any natural person,
corporation, firm, joint venture, partnership, association, enterprise, limited
liability company, trust or other entity or organization, or any government or
political subdivision or any agency, department or instrumentality thereof.


 


“Plan” means an “employee pension benefit
plan,” as defined in Section 3(2) of ERISA, which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of
the Code, as to which the Borrower or any member of the Controlled Group may
have any liability.


 


“Platform” is defined in Section 13.1.


 


“Pricing Schedule” means the Schedule attached
hereto identified as such.


 


“Property” of a Person means any and all
property, whether real, personal, tangible, intangible, or mixed, of such
Person, or other assets owned, leased or operated by such Person.


 


“pro rata” means, when used with respect to a
Lender, and any described aggregate or total amount, an amount equal to such
Lender’s pro rata share or portion based on its percentage of the Aggregate
Commitment or if the Aggregate Commitment has been terminated, its percentage
of the Aggregate Outstanding Credit Exposure.


 


“Purchasers” is defined in Section 12.3.1.


 


“Regulation D” means Regulation D of the
Board of Governors of the Federal Reserve System as from time to time in effect
and any successor thereto or other regulation or official interpretation of
said Board of Governors relating to reserve requirements applicable to
depositary institutions.


 


“Regulation U” means Regulation U of the
Board of Governors of the Federal Reserve System as from time to time in effect
and any successor or other regulation or official interpretation of said Board
of Governors relating to the extension of credit by banks and certain other
Persons for the purpose of purchasing or carrying margin stocks applicable to
member banks of the Federal Reserve System and certain other Persons.


 


“Reimbursement Obligations” means, at any
time, the aggregate of all obligations of the Borrower then outstanding under Section 2.19
to reimburse the LC Issuers for amounts paid by the LC Issuers in respect of
any one or more drawings under Facility LCs.


 


“Release” is defined in the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C.
39601 et  seq.  “Released”
shall have a corresponding meaning.


 


“Reportable Event” means a reportable event
as defined in Section 4043 of ERISA and the regulations issued under such
section, with respect to a Plan, excluding, however, such events


 


13





















 


as to which the PBGC has by regulation waived the requirement of Section 4043(a)
of ERISA that it be notified within thirty (30) days of the occurrence of such
event; provided, that a failure to meet the minimum funding standard of Section 412
of the Code or Section 302 of ERISA shall be a Reportable Event regardless
of the issuance of any such waiver of the notice requirement in accordance with
either Section 4043(a) of ERISA or Section 412(d) of the Code.


 


“Required Lenders” means Lenders in the
aggregate having more than 50% of the Aggregate Commitment or, if the Aggregate
Commitment has been terminated, Lenders in the aggregate holding more than 50%
of the Aggregate Outstanding Credit Exposure.


 


“Reserve Requirement” means, with respect to
an Interest Period, the maximum aggregate reserve requirement (including all
basic, supplemental, marginal and other reserves) which is imposed under
Regulation D on Eurocurrency liabilities.


 


“Risk-Based Capital Guidelines” is defined in
Section 3.2.


 


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


 


“Schedule” refers to a specific schedule to
this Agreement, unless another document is specifically referenced.


 


“Section” means a numbered section of
this Agreement, unless another document is specifically referenced.


 


“Single Employer Plan” means a Plan other
than a Multiemployer Plan..


 


“Subsidiary” of a Person means (a) any
corporation more than 50% of the outstanding securities having ordinary voting
power of which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, or (b) any partnership,
association, joint venture, limited liability company or similar business
organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled.  Unless otherwise expressly provided, all
references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.


 


“Subsidiary Guaranty” means a guaranty,
substantially in the form of Exhibit E hereto, executed by a
Subsidiary of the Borrower in favor of the Administrative Agent and the
Lenders.


 


“Substantial Portion” means, with respect to
the Property of the Borrower and its Subsidiaries, Property which (a)
represents more than 10% of the consolidated assets of the Borrower and its
Subsidiaries, as would be shown in the consolidated financial statements of the
Borrower and its Subsidiaries as at the end of the quarter next preceding the
date on which such determination is made, or (b) is responsible for more than
10% of the consolidated net sales or of the consolidated net income of the
Borrower and its Subsidiaries for the 12-month period ending as of the end of
the quarter next preceding the date of determination.


 


14





















 


“Taxes” means any and all present or future
taxes, duties, levies, imposts, deductions, charges or withholdings, and any
and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.


 


“Termination Event” means, with respect to
any Plan which is subject to Title IV of ERISA, (a) a Reportable Event, (b) the
withdrawal of the Borrower or any other member of the Controlled Group from
such Plan during a plan year in which the Borrower or any other member of the
Controlled Group was a “substantial employer” as defined in Section 4001(a)(2)
of ERISA or was deemed such under Section 4068(f) of ERISA, (c) the
termination of such Plan, the filing of a notice of intent to terminate such
Plan or the treatment of an amendment of such Plan as a termination under Section 4041
of ERISA, (d) the institution by the PBGC of proceedings to terminate such Plan
or (e) any event or condition which might constitute grounds under Section 4042
of ERISA for the termination of, or appointment of a trustee to administer,
such Plan.


 


“Transferee” is defined in Section 12.4.


 


“Type” means, with respect to any Advance,
its nature as an Alternate Base Rate Advance or a Eurodollar Advance.


 


“Unfunded Current Liability” has the meaning
set forth in Section 412(1)(8)(A) of the Code.


 


“Unfunded Liabilities” means the amount (if
any) by which the present value of all vested and unvested accrued benefits
under all Single Employer Plans exceeds the fair market value of all such Plan
assets allocable to such benefits, all determined as of the then most recent
valuation date for such Plans using PBGC actuarial assumptions for single
employer plan terminations.


 


“Unmatured Default” means an event which but
for the lapse of time or the giving of notice, or both, would constitute a
Default.


 


“Wholly Owned Subsidiary” of a Person means
(a) any Subsidiary all of the outstanding voting securities of which shall at
the time be owned or controlled, directly or indirectly, by such Person or one
or more Wholly Owned Subsidiaries of such Person, or by such Person and one or
more Wholly Owned Subsidiaries of such Person, or (b) any partnership,
association, joint venture, limited liability company or similar business
organization 100% of the ownership interests having ordinary voting power of
which shall at the time be so owned or controlled.  Unless otherwise provided, all references
herein to a “Wholly Owned Subsidiary” shall mean a Wholly Owned Subsidiary of
the Borrower.


 


The foregoing definitions shall be equally
applicable to both the singular and plural forms of the defined terms.  In computations of periods of time from a
specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding”.


 


15





















 


ARTICLE II

THE CREDITS


 


2.1.                              Commitment.  From and including the date of this Agreement
to the Facility Termination Date, each Lender severally agrees, on the terms
and conditions set forth in this Agreement, to (a) make Loans to the Borrower
and (b) participate in Facility LCs issued upon the request of the Borrower; provided
that, after giving effect to the making of each such Loan and the issuance of
each such Facility LC, such Lender’s Outstanding Credit Exposure shall not
exceed in the aggregate at any one time outstanding the amount of its
Commitment.  Subject to the terms of this
Agreement, the Borrower may borrow, repay and reborrow at any time prior to the
Facility Termination Date.  The
Commitments to lend hereunder shall expire on the Facility Termination
Date.  Each LC Issuer will issue Facility
LCs hereunder on the terms and conditions set forth in Section 2.19.


 


2.2.                              Required
Payments.  All unpaid
Obligations (other than LC Obligations of the type described in clause (a) of
the definition thereof under Extended Facility LCs) shall be paid in full by
the Borrower on the Facility Termination Date.


 


2.3.                              Ratable
Loans.  Each Advance hereunder
shall consist of Loans made from the several Lenders ratably in proportion to
the ratio that their respective Commitments bear to the Aggregate Commitment.


 


2.4.                              Types
of Advances.  The Advances may
be Alternate Base Rate Advances or Eurodollar Advances, or a combination
thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9.


 


2.5.                              Facility
Fee; Utilization Fee; Reductions in Aggregate Commitment. The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a facility fee at a per annum rate equal to the Applicable Facility Fee
Rate on such Lender’s Commitment from the date hereof to the Facility
Termination Date, payable on each Payment Date hereafter and on the Facility
Termination Date.  The Borrower also
agrees to pay to the Administrative Agent for the ratable (based on Commitment
(or after termination of the Commitments, Outstanding Credit Exposure) amounts)
account of the Lenders a utilization fee for each day on which the aggregate
outstanding Advances and LC Obligations exceed thirty-three percent (33%) of
the Aggregate Commitment, from the date hereof to the later of the Facility
Termination Date and the date all Loans and Reimbursement Obligations (other
than Reimbursement Obligations in respect of Extended Facility LCs) are paid in
full and all Commitments are terminated, such utilization fee to be equal to
the Applicable Utilization Fee Rate for such day multiplied by the sum of (a)
the outstanding principal amount of the Loans on such day plus
(b) the outstanding principal amount of the LC Obligations on such day,
payable on each Payment Date and on the Facility Termination Date.  The Borrower may permanently reduce the
Aggregate Commitment in whole, or in part ratably among the Lenders in a
minimum aggregate amount of $10,000,000 or any integral multiple of $1,000,000
in excess thereof, upon at least three (3) Business Days’ written notice to the
Administrative Agent, which notice shall specify the amount of any such
reduction, provided, however, that the amount of the Aggregate
Commitment may not be reduced below the Aggregate Outstanding Credit
Exposure.  All


 


16





















 


accrued facility and utilization fees shall be payable on the effective
date of any termination of the obligations of the Lenders to make or
participate in Credit Extensions hereunder.


 


2.6.                              Minimum
Amount of Each Advance. 
Each Advance shall be in the minimum amount of $10,000,000 (and in
multiples of $1,000,000 if in excess thereof); provided, however,
that (a) any Alternate Base Rate Advance may be in the amount of the unused
Aggregate Commitment and (b) in no event shall more than six (6) Eurodollar
Advances be permitted to be outstanding at any time.


 


2.7.                              Optional
Principal Payments. 
The Borrower may from time to time pay, without penalty or premium, all
outstanding Alternate Base Rate Advances, or, in a minimum aggregate amount of
$10,000,000 or any integral multiple of $1,000,000 in excess thereof, any
portion of the outstanding Alternate Base Rate Advances upon notice to the
Administrative Agent by 11:00 a.m. (New York time) on the Business Day of the
proposed prepayment.  The Borrower may
from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all
outstanding Eurodollar Advances, or, in a minimum aggregate amount of
$10,000,000 or any integral multiple of $1,000,000 in excess thereof, any
portion of an outstanding Eurodollar Advance, upon two (2) Business Days’ prior
notice to the Administrative Agent.


 


2.8.                              Method
of Selecting Types and Interest Periods for New Advances.  The Borrower shall select the Type of Advance
and, in the case of each Eurodollar Advance, the Interest Period applicable
thereto from time to time; provided, however, that in the event
Loans are incurred on the date of this Agreement, all Loans incurred on such
date shall be Alternate Base Rate Advances. 
The Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing
Notice”) not later than 11:00 a.m. (New York time) on the Borrowing Date of
each Alternate Base Rate Advance and at least three (3) Business Days before
the Borrowing Date for each Eurodollar Advance, specifying:


 


(a)                                  the
Borrowing Date of such Advance, which shall be a Business Day;


 


(b)                                 the
aggregate amount of such Advance;


 


(c)                                  the
Type of Advance selected; and


 


(d)                                 in
the case of each Eurodollar Advance, the Interest Period applicable thereto,
which shall end on or prior to the Facility Termination Date.


 


Not later than 1:00 p.m. (New York time) on each Borrowing Date, each
Lender shall make available its Loan or Loans, in funds immediately available
in New York, to the Administrative Agent at its address specified pursuant to Article XIII.  The Administrative Agent will make the funds
so received from the Lenders available to the Borrower at the Administrative
Agent’s aforesaid address.


 


2.9.                              Conversion
and Continuation of Outstanding Advances.  Each Alternate Base Rate Advance shall
continue as an Alternate Base Rate Advance unless and until such Alternate Base
Rate Advance is converted into a Eurodollar Advance pursuant to this Section 2.9
or is repaid in accordance with Section 2.7.  Each Eurodollar Advance shall continue as a
Eurodollar


 


17





















 


Advance until the end of the then applicable Interest Period therefor,
at which time such Eurodollar Advance shall be automatically converted into an
Alternate Base Rate Advance unless (a) such Eurodollar Advance is or was repaid
in accordance with Section 2.7 or (b) the Borrower shall have given
the Administrative Agent a Conversion/Continuation Notice (as defined below)
requesting that, at the end of such Interest Period, such Eurodollar Advance
continue as a Eurodollar Advance for the same or another Interest Period.  Subject to the terms of Section 2.6,
the Borrower may elect from time to time to convert all or any part of an
Alternate Base Rate Advance into a Eurodollar Advance.  The Borrower shall give the Administrative
Agent irrevocable notice (a “Conversion/Continuation Notice”) of each
conversion of an Alternate Base Rate Advance into a Eurodollar Advance or of
continuation of a Eurodollar Advance not later than 11:00 a.m. (New York time)
on the date of a conversion into an Alternate Base Rate Advance, or at least
three (3) Business Days, in the case of a conversion into or continuation of a
Eurodollar Advance, prior to the date of the requested conversion or
continuation, specifying:


 


(a)                                  the
requested date of such conversion or continuation, which shall be a Business
Day;


 


(b)                                 the
aggregate amount and Type of the Advance which is to be converted or continued;
and


 


(c)                                  the
amount and Type(s) of Advance(s) into which such Advance is to be converted or
continued and, in the case of a conversion into or continuation of a Eurodollar
Advance, the duration of the Interest Period applicable thereto, which shall
end on or prior to the Facility Termination Date.


 


2.10.                        Changes
in Interest Rate, etc. 
Each Alternate Base Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Advance
is made or is converted from a Eurodollar Advance into an Alternate Base Rate
Advance pursuant to Section 2.9, to but excluding the date it is
paid or is converted into a Eurodollar Advance pursuant to Section 2.9
hereof, at a rate per annum equal to the Alternate Base Rate for such day.  Changes in the rate of interest on that
portion of any Advance maintained as an Alternate Base Rate Advance will take
effect simultaneously with each change in the Alternate Base Rate.  Each Eurodollar Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the Eurodollar Rate determined by the Administrative
Agent as applicable to such Eurodollar Advance based upon the Borrower’s
selections under Sections 2.8 and 2.9 and otherwise in accordance
with the terms hereof.  No Interest
Period may end after the Facility Termination Date.


 


2.11.                        Rates
Applicable After Default. 
Notwithstanding anything to the contrary contained in Section 2.8
or 2.9, no Advance may be made as, converted into or continued as a
Eurodollar Advance (except with the consent of the Administrative Agent and the
Required Lenders) when any Default or Unmatured Default has occurred and is
continuing.  During the continuance of a
Default the Required Lenders may, at their option, by notice to the Borrower (which
notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders
to changes in interest rates),


 


18





















 


declare that (a) each Eurodollar Advance shall bear interest for the
remainder of the applicable Interest Period at the Eurodollar Rate otherwise
applicable to such Interest Period plus 2% per annum, (b) each Alternate
Base Rate Advance shall bear interest at a rate per annum equal to the
Alternate Base Rate in effect from time to time plus 2% per annum and
(c) the LC Fee shall be increased by 2% per annum provided that, during
the continuance of a Default under Section 7.6 or 7.7, the
interest rates set forth in clauses (a) and (b) above and the increase in the LC
Fee set forth in clause (c) above shall be applicable to all Credit Extensions
without any election or action on the part of the Administrative Agent or any
Lender.


 


2.12.                        Method
of Payment.  All
payments of the Obligations hereunder shall be made, without setoff, deduction
or counterclaim, in immediately available funds to the Administrative Agent at
the Administrative Agent’s address specified pursuant to Article XIII,
or at any other Lending Installation of the Administrative Agent specified in
writing by the Administrative Agent to the Borrower, by noon (New York time) on
the date when due and shall (except in the case of Reimbursement Obligations
for which the applicable LC Issuer has not been fully indemnified by the
Lenders, or as otherwise specifically required hereunder) be applied ratably by
the Administrative Agent among the Lenders. 
Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds that the Administrative Agent received at its
address specified pursuant to Article XIII or at any Lending
Installation specified in a notice received by the Administrative Agent from
such Lender.  The Administrative Agent is
hereby authorized to charge the account of the Borrower maintained with
Citibank for each payment of principal, interest, Reimbursement Obligations and
fees as it becomes due hereunder.  Each
reference to the Administrative Agent in this Section 2.12 shall
also be deemed to refer, and shall apply equally, to each LC Issuer, in the
case of payments required to be made by the Borrower to such LC Issuer pursuant
to Section 2.19.6.


 


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


 


(b)                                 The
Administrative Agent shall also maintain accounts in which it will record (i)
the amount of each Loan made hereunder, the Type thereof and the Interest
Period with respect thereto, (ii) the amount of any principal or interest due
and payable or to become due and payable from the Borrower to each Lender
hereunder, (iii) the original stated amount of each Facility LC and the amount
of LC Obligations outstanding at any time and (iv) the amount of any sum
received by the Administrative Agent hereunder from the Borrower and each
Lender’s share thereof.


 


(c)                                  The
entries maintained in the accounts maintained pursuant to paragraphs (a)
and (b) above shall be prima facie
evidence of the existence and amounts of the Obligations therein recorded; provided,
however, that the failure
of the Administrative Agent or any Lender to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrower to
repay the Obligations in accordance with their terms.


 


19





















 


(d)                                 Any
Lender may request that its Loans be evidenced by a promissory note in
substantially the form of Exhibit A (including any amendment,
modification, renewal or replacement thereof, a “Note”).  In such event, the Borrower shall prepare,
execute and deliver to such Lender such Note payable to the order of such
Lender.  Thereafter, the Loans evidenced
by such Note and interest thereon shall at all times (including after any
assignment pursuant to Section 12.3) be represented by one or more
Notes payable to the order of the payee named therein or any assignee pursuant
to Section 12.3, except to the extent that any such Lender or
assignee subsequently returns any such Note for cancellation and requests that
such Loans once again be evidenced as described in paragraphs (a) and (b)
above.  Upon receipt of an affidavit of
an officer of any Lender as to the loss, theft, destruction or mutilation of
such Lender’s Note, and, in the case of any such loss, theft destruction or
mutilation, upon cancellation of such Note, the Borrower will issue, in lieu
thereof, a replacement Note in the same principal amount thereof and otherwise
of like tenor.


 


2.14.                        Telephonic
Notices.  The Borrower hereby
authorizes the Lenders and the Administrative Agent to extend, convert or
continue Advances, effect selections of Types of Advances and to transfer funds
based on telephonic notices made by any person or persons the Administrative
Agent or any Lender in good faith believes to be acting on behalf of the
Borrower, it being understood that the foregoing authorization is specifically
intended to allow Borrowing Notices and Conversion/Continuation Notices to be
given telephonically.  The Borrower
agrees to deliver promptly to the Administrative Agent a written confirmation,
if such confirmation is requested by the Administrative Agent or any Lender, of
each telephonic notice signed by an Authorized Officer.  If the written confirmation differs in any
material respect from the action taken by the Administrative Agent and the
Lenders, the records of the Administrative Agent and the Lenders shall govern
absent manifest error.


 


2.15.                        Interest
Payment Dates; Interest and Fee Basis.  Interest accrued on each Alternate Base Rate
Advance shall be payable on each Payment Date, commencing with the first such
date to occur after the date hereof, on any date on which an Alternate Base
Rate Advance is prepaid, whether due to acceleration or otherwise, and at
maturity.  Interest accrued on that portion
of the outstanding principal amount of any Alternate Base Rate Advance
converted into a Eurodollar Advance on a day other than a Payment Date shall be
payable on the date of conversion. 
Interest accrued on each Eurodollar Advance shall be payable on the last
day of its applicable Interest Period, on any date on which the Eurodollar
Advance is prepaid, whether by acceleration or otherwise, and at maturity.  Interest accrued on each Eurodollar Advance
having an Interest Period longer than three (3) months shall also be payable on
the last day of each three-month interval during such Interest Period.  Interest with respect to Eurodollar Loans,
facility fees, utilization fees and LC Fees shall be calculated for actual days
elapsed on the basis of a 360-day year. 
Interest with respect to Alternate Base Rate Loans shall be calculated
for the actual days elapsed on the basis of a 365 or 366-day year, as
applicable.  Interest shall be payable
for the day an Advance is made but not for the day of any payment on the amount
paid if payment is made in full and received prior to noon (New York time) at
the place of payment.  If any payment of
principal of or interest on an Advance shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time shall be
included in computing interest in connection with such payment.


 


20





















 


2.16.                        Notification
of Advances, Interest Rates, Prepayments and Commitment
Reductions.  Promptly after receipt
thereof, the Administrative Agent will notify each Lender of the contents of
each Aggregate Commitment reduction notice, Borrowing Notice,
Conversion/Continuation Notice, and repayment notice received by it
hereunder.  Promptly after notice from
any LC Issuer, the Administrative Agent will notify each Lender of the contents
of each request for issuance of a Facility LC hereunder.  The Administrative Agent will notify each
Lender of the Eurodollar Rate applicable to each Eurodollar Advance promptly
upon determination of such interest rate and will give each Lender prompt
notice of each change in the Alternate Base Rate.


 


2.17.                        Lending
Installations.  Each Lender
may book its Loans and its participation in any LC Obligations and each LC
Issuer may book the Facility LCs at any Lending Installation selected by such
Lender or such LC Issuer, as the case may be, and may change its Lending
Installation from time to time.  All
terms of this Agreement shall apply to any such Lending Installation and the
Loans, Facility LCs, participations in LC Obligations and any Notes issued
hereunder shall be deemed held by each Lender or each LC Issuer, as the case
may be, for the benefit of any such Lending Installation.  Each Lender and each LC Issuer may, by
written notice to the Administrative Agent and the Borrower in accordance with Article XIII,
designate replacement or additional Lending Installations through which Loans
will be made by it or Facility LCs will be issued by it and for whose account
Loan payments or payments with respect to Facility LCs are to be made.


 


2.18.                        Non-Receipt
of Funds by the Administrative Agent.  Unless the Borrower or a Lender, as the case
may be, notifies the Administrative Agent prior to the date on which it is
scheduled to make payment to the Administrative Agent of (a) in the case of a
Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a payment
of principal, interest or fees to the Administrative Agent for the account of
the Lenders, that it does not intend to make such payment, the Administrative
Agent may assume that such payment has been made.  The Administrative Agent may, but shall not
be obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption. 
If such Lender or the Borrower, as the case may be, has not in fact made
such payment to the Administrative Agent, the recipient of such payment shall,
on demand by the Administrative Agent, repay to the Administrative Agent the
amount so made available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made available by
the Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three (3) days and,
thereafter, the interest rate applicable to the relevant Loan or (ii) in the
case of payment by the Borrower, the interest rate applicable to the relevant
Loan.


 


2.19.                        Facility
LCs.


 


2.19.1.               Issuance.  Each LC Issuer hereby agrees, on the terms
and conditions set forth in this Agreement, to issue standby letters of credit
in U.S. dollars (each, as amended, modified or extended, a “Facility LC”)
and to renew, extend, increase, decrease or otherwise modify each Facility LC
issued by it (“Modify,” and each such action a “Modification”),
from time to time from and including the date of this Agreement and prior to
the Facility Termination Date upon the request of and for the account of the


 


21





















 


Borrower; provided that immediately
after each such Facility LC is issued or Modified, (a) the aggregate amount of
the outstanding LC Obligations shall not exceed $150,000,000 and (b) the
Aggregate Outstanding Credit Exposure shall not exceed the Aggregate
Commitment.  No Facility LC shall have an
expiry date later than the earlier of (c) one year after the date of issuance
and (d) except as otherwise provided in Section 2.19.13, five
(5)  Business Days prior to the Facility
Termination Date; provided that any Letter of Credit with a one-year
tenor may provide for the renewal thereof for additional one-year periods
(which shall in no event extend beyond the date referred to in clause (d)
above).  Facility LCs shall be issued in
minimum face amounts of $5,000,000 (or such lesser amounts to which the
applicable LC Issuer may agree).  The
Existing Letter of Credit shall be deemed to have been issued pursuant hereto
on the date hereof, and from and after the date hereof shall be subject to and
governed by the terms and conditions hereof. 
Anything contained herein to the contrary notwithstanding, JPMorgan
Chase Bank, N.A. shall have no obligation to issue any Facility LC other than
the Existing Letter of Credit unless it shall agree to do so in its sole and
absolute discretion.


 


2.19.2.               Participations.  Upon the issuance by any LC Issuer of a
Facility LC or a Modification of a Facility LC in accordance with this Section 2.19,
each Lender shall be deemed to have automatically and unconditionally purchased
and received from such LC Issuer an undivided interest and participation in and
to such Facility LC, the obligations of the Borrower in respect thereof, and
the liability of such LC Issuer thereunder, in an amount equal to the face
amount of such Facility LC (and each Modification thereof) multiplied by such
Lender’s pro rata share of the Aggregate Commitment.


 


2.19.3.               Notice.  Subject to Section 2.19.1, the
Borrower shall give the applicable LC Issuer (as determined by the Borrower in
its discretion in the case of the issuance of a new Facility LC) notice prior
to 11:00 a.m. (New York time) at least five (5) Business Days prior to the
proposed date of issuance or Modification of each Facility LC, specifying the
beneficiary, the proposed date of issuance (or Modification) and the expiry
date of such Facility LC, and describing the proposed terms of such Facility LC
and the nature of the transactions proposed to be supported thereby.  Upon receipt of such notice, such LC Issuer
shall promptly notify the Administrative Agent, and the Administrative Agent
shall promptly notify each Lender, of the contents thereof and of the amount of
such Lender’s participation in such proposed Facility LC.  The issuance or Modification by such LC
Issuer of any Facility LC shall, in addition to the conditions precedent set
forth in Article IV (the satisfaction of which such LC Issuer shall
have no duty to ascertain), be subject to the conditions precedent that such
Facility LC shall be satisfactory to such LC Issuer and that the Borrower shall
have executed and delivered to such LC Issuer a completed standby Letter of
Credit application substantially in the form of Exhibit B hereto (or
such other form as such LC Issuer shall have reasonably requested (each, a “Facility
LC Application”)).  In the event of
any conflict between the terms of this Agreement and the terms of any Facility
LC Application, the terms of this Agreement shall control.


 


2.19.4.               LC
Fees.  The Borrower shall pay to the
Administrative Agent, for the account of the Lenders ratably in accordance with
their respective pro rata shares of the Aggregate Commitment with respect to
each Facility LC, a letter of credit fee at a per


 


22





















 


annum rate equal to the Applicable Margin for
Eurodollar Advances on the average undrawn stated amount of such Facility LC,
such fee to be payable in arrears on each Payment Date to the Administrative
Agent for the benefit of the Lenders (including each LC Issuer) ratably (such
fee described in this sentence an “LC Fee”).  The Borrower shall also pay to each LC Issuer
for its own account (a) a fronting fee in an amount agreed upon by the
Borrower and such LC Issuer payable in arrears on each Payment Date and
(b) documentary and processing charges in connection with the issuance or
Modification of and draws under Facility LCs in accordance with such LC Issuer’s
standard schedule for such charges as in effect from time to time.


 


2.19.5.               Administration;
Reimbursement by Lenders.  Upon
receipt from the beneficiary of any Facility LC of any demand for payment under
such Facility LC, the applicable LC Issuer shall notify the Administrative
Agent and the Administrative Agent shall promptly notify the Borrower and each
other Lender as to the amount to be paid by such LC Issuer as a result of such
demand and the proposed payment date (the “LC Payment Date”).  The responsibility of the applicable LC
Issuer to the Borrower and each Lender shall be only to determine that the
documents (including each demand for payment) delivered under each Facility LC
in connection with such presentment shall be in conformity in all material respects
with such Facility LC.  Each LC Issuer
shall endeavor to exercise the same care in the issuance and administration of
the Facility LCs as it does with respect to Letters of Credit in which no
participations are granted, it being understood that in the absence of any
gross negligence or willful misconduct by the applicable LC Issuer, each Lender
shall be unconditionally and irrevocably liable without regard to the
occurrence of any Default or any condition precedent whatsoever, to reimburse
such LC Issuer on demand for (a) such Lender’s pro rata share of the amount of
each payment made by such LC Issuer under each Facility LC to the extent such
amount is not reimbursed by the Borrower pursuant to Section 2.19.6
below, plus (b) interest on the foregoing amount to be reimbursed by
such Lender, for each day from the date of such LC Issuer’s demand for such
reimbursement (or, if such demand is made after 12:00 p.m. (New York time) on
such date, from the next succeeding Business Day) to the date on which such
Lender pays the amount to be reimbursed by it, at a rate of interest per annum
equal to the Federal Funds Effective Rate for the first three days and,
thereafter, at a rate of interest equal to the rate applicable to Alternate
Base Rate Loans.


 


2.19.6.               Reimbursement
by Borrower.  The Borrower shall be
irrevocably and unconditionally obligated to reimburse the applicable LC Issuer
on or before the applicable LC Payment Date for any amounts paid or to be paid
by such LC Issuer upon any drawing under any Facility LC, without presentment,
demand, protest or other formalities of any kind; provided that neither
the Borrower nor (in the case of clause (a) below) any Lender shall hereby be
precluded from asserting any claim for direct (but not consequential) damages
suffered by the Borrower or such Lender to the extent, but only to the extent,
caused by (a) the willful misconduct or gross negligence of the applicable LC
Issuer in determining whether a request presented under any Facility LC issued
by it complied with the terms of such Facility LC or (b) the applicable LC
Issuer’s failure to pay under any Facility LC issued by it after the
presentation to it of a request strictly complying with the terms and
conditions of such Facility LC.  All such
amounts paid by any LC Issuer and remaining unpaid by the Borrower shall bear
interest, payable on


 


23





















 


demand, for each day until paid at a rate per
annum equal to the Alternate Base Rate plus 2%.  Each LC Issuer will pay to each Lender
ratably in accordance with its pro rata share all amounts received by it from
the Borrower for application in payment, in whole or in part, of the
Reimbursement Obligation in respect of any Facility LC issued by such LC
Issuer, but only to the extent such Lender has made payment to such LC Issuer
in respect of such Facility LC pursuant to Section 2.19.5.  Subject to the terms and conditions of this
Agreement (including without limitation the submission of a Borrowing Notice in
compliance with Section 2.8 and the satisfaction of the applicable
conditions precedent set forth in Article IV), the Borrower may
request an Advance hereunder for the purpose of satisfying any Reimbursement
Obligation.


 


2.19.7.               Obligations
Absolute.  The Borrower’s obligations
under this Section 2.19 shall be absolute and unconditional under
any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have or have had against any LC
Issuer, any Lender or any beneficiary of a Facility LC.  The Borrower further agrees with each LC
Issuer and the Lenders that neither the LC Issuers nor the Lenders shall be
responsible for, and the Borrower’s Reimbursement Obligation in respect of any
Facility LC shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even if such documents
should in fact prove to be in any or all respects invalid, fraudulent or
forged, or any dispute between or among the Borrower, any of its Affiliates,
the beneficiary of any Facility LC or any financing institution or other party
to whom any Facility LC may be transferred or any claims or defenses whatsoever
of the Borrower or of any of its Affiliates against the beneficiary of any
Facility LC or any such transferee.  The
applicable LC Issuer shall not be liable for any error, omission, interruption
or delay in transmission, dispatch or delivery of any message or advice,
however transmitted, in connection with any Facility LC.  The Borrower agrees that any action taken or
omitted by any LC Issuer or any Lender under or in connection with each
Facility LC and the related drafts and documents, if done without gross
negligence or willful misconduct, shall be binding upon the Borrower and shall
not put any LC Issuer or any Lender under any liability to the Borrower.  Nothing in this Section 2.19.7 is
intended to limit the right of the Borrower to make a claim against any LC
Issuer for damages as contemplated by the proviso to the first sentence of Section 2.19.6.


 


2.19.8.               Actions
of LC Issuer.  Each LC Issuer shall
be entitled to rely, and shall be fully protected in relying, upon any Facility
LC, draft, writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message, statement,
order or other document believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by such LC Issuer.  Each LC Issuer shall
be fully justified in failing or refusing to take any action under this Agreement
unless it shall first have received such advice or concurrence of the Required
Lenders as it reasonably deems appropriate or it shall first be indemnified to
its reasonable satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. Notwithstanding any other provision of this Section 2.19,
each LC Issuer shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement in


 


24





















 


accordance with a request of the Required
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon the Lenders and any future holders of a
participation in any Facility LC.


 


2.19.9.               Indemnification.  The Borrower hereby agrees to indemnify and
hold harmless each Lender, each LC Issuer and the Administrative Agent and
their respective Affiliates, and their respective directors, officers, agents
and employees from and against any and all claims and damages, losses,
liabilities, costs or expenses which such Lender, such LC Issuer or the
Administrative Agent may incur (or which may be claimed against such Lender,
such LC Issuer or the Administrative Agent by any Person whatsoever) by reason
of or in connection with the issuance, execution and delivery or transfer of or
payment or failure to pay under any Facility LC or any actual or proposed use
of any Facility LC, including, without limitation, any claims, damages, losses,
liabilities, costs or expenses which any LC Issuer may incur on account of such
LC Issuer issuing any Facility LC which specifies that the term “Beneficiary”
included therein includes any successor by operation of law of the named
Beneficiary, but which Facility LC does not require that any drawing by any
such successor Beneficiary be accompanied by a copy of a legal document,
satisfactory to such LC Issuer, evidencing the appointment of such successor
Beneficiary; provided that the Borrower shall not be required to
indemnify any Lender, any LC Issuer or the Administrative Agent for any claims,
damages, losses, liabilities, costs or expenses to the extent, but only to the
extent, caused by (a) the willful misconduct or gross negligence of such LC
Issuer in determining whether a request presented under any Facility LC
complied with the terms of such Facility LC or (b) any LC Issuer’s failure to
pay under any Facility LC after the presentation to it of a request strictly
complying with the terms and conditions of such Facility LC. Nothing in this Section 2.19.9
is intended to limit the obligations of the Borrower under any other provision
of this Agreement.  The obligation of the
Borrower under this Section 2.19.9 shall survive the termination of
this Agreement.


 


2.19.10.         Lenders’
Indemnification.  Each Lender shall,
ratably in accordance with its pro rata share, indemnify each LC Issuer, its
affiliates and their respective directors, officers, agents and employees (to
the extent not reimbursed by the Borrower) against any cost, expense (including
reasonable counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from the gross negligence or willful
misconduct of such LC Issuer or its related indemnities or such LC Issuer’s
failure to pay under any Facility LC after the presentation to it of a request
strictly complying with the terms and conditions of the Facility LC) that such
indemnitees may suffer or incur in connection with this Section 2.19
or any action taken or omitted by such indemnitees hereunder.


 


2.19.11.         Facility
LC Collateral Account.  The Borrower
agrees that it will, upon the request of the Administrative Agent or the
Required Lenders and until the final expiration date of any Facility LC and thereafter
as long as any amount is payable to any LC Issuer or the Lenders in respect of
any Facility LC, maintain a special collateral account pursuant to arrangements
satisfactory to the Administrative Agent (the “Facility LC Collateral
Account”) at the Administrative Agent’s office at the address specified
pursuant to Article XIII, in the name of such Borrower but under
the sole dominion and


 


25





















 


control of the Administrative Agent, for the
benefit of the Lenders and in which such Borrower shall have no interest other
than as set forth in Section 8.1. 
The Borrower hereby pledges, assigns and grants to the Administrative
Agent, on behalf of and for the ratable benefit of the Lenders and each LC
Issuer, a security interest in all of the Borrower’s right, title and interest
in and to all funds which may from time to time be on deposit in the Facility
LC Collateral Account to secure the prompt and complete payment and performance
of the Reimbursement Obligations.  The
Administrative Agent will invest any funds on deposit from time to time in the
Facility LC Collateral Account in certificates of deposit of Citibank having a
maturity not exceeding thirty (30) days. 
Nothing in this Section 2.19.11 shall either obligate the
Borrower to deposit any funds in the Facility LC Collateral Account, obligate
the Administrative Agent to require the Borrower to deposit any funds in the
Facility LC Collateral Account or limit the right of the Administrative Agent
to release any funds held in the Facility LC Collateral Account, in each case
other than as required by Section 8.1 or Section 2.19.13.


 


2.19.12.         Rights
as a Lender.  In its capacity as a
Lender, each LC Issuer shall have the same rights and obligations as any other
Lender.


 


2.19.13.         Extended
Facility Letters of Credit.  Anything
contained in Section 2.19.1 to the contrary notwithstanding,
Facility LCs may be issued with expiry dates later than five (5) Business Days
prior to the Facility Termination Date upon the terms and conditions set forth
in this Section 2.19.13 (any such Facility LC, an “Extended
Facility LC”), provided that no Extended Facility LC shall have an expiry
date later than one (1) year after the Facility Termination Date.  On the later of (a) the date of issuance of
any Extended Facility LC and (b) the date thirty (30) days prior to the
Facility Termination Date (the later of such dates being the “Collateral
Date”), the Borrower will deposit cash collateral (which shall be owned by
the Borrower free and clear of all Liens and rights of others) (“Cash
Collateral”) in the Facility LC Collateral Account, in an amount not less
than 105% of the LC Obligations relating to all outstanding Extended Facility
LCs, and at all times thereafter while any such Extended Facility LC is
outstanding, the Borrower will maintain Cash Collateral in the Facility LC
Collateral Account in an amount not less than 105% of the LC Obligations
relating to all outstanding Extended Facility LCs.  The Borrower hereby grants to the Administrative
Agent, for the benefit of the LC Issuers and the Lenders, a first-priority
security interest in the Borrower’s right, title and interest in and to the
Facility LC Collateral Account and the Cash Collateral and all proceeds
thereof, to secure all LC Obligations hereunder, and the Facility LC Collateral
Account shall be under the sole and exclusive dominion and control of the
Administrative Agent.  So long as any
Extended Facility LC is outstanding, the Borrower shall, at all times from and
after the Collateral Date, take such action as the Administrative Agent may
request from time to time in order to establish, confirm, maintain, protect and
perfect such security interest.


 


2.20.                        Replacement
of Lender.  If (a) the
Borrower is required pursuant to Section 3.1, 3.2 or 3.5
to make any additional payment to any Lender, (b) any Lender’s obligation to
make or continue, or to convert Alternate Base Rate Advances into, Eurodollar
Advances shall be suspended pursuant to Section 3.3, or (c) any
Lender becomes insolvent and its assets become subject to a receiver,
liquidator, trustee, custodian or other Person having similar powers (any


 


26





















 


Lender so affected an “Affected Lender”), the Borrower may
elect, if such amounts continue to be charged or such suspension is still
effective, to replace such Affected Lender as a Lender party to this Agreement,
provided that no Default or Unmatured Default shall have occurred and be
continuing at the time of such replacement, and provided  further
that, concurrently with such replacement, (i) another bank or other entity
which is reasonably satisfactory to the Borrower and the Administrative Agent
shall agree, as of such date, to purchase for cash the Advances and other
Obligations due to the Affected Lender pursuant to an assignment substantially
in the form of Exhibit D and to become a Lender for all purposes under
this Agreement and to assume all obligations of the Affected Lender to be
terminated as of such date and to comply with the requirements of Section 12.3
applicable to assignments, and (ii) the Borrower shall pay to such Affected
Lender in same day funds on the day of such replacement (A) all interest, fees
and other amounts then accrued but unpaid to such Affected Lender by the
Borrower hereunder to and including the date of termination, including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2
and 3.5, and (B) an amount, if any, equal to the payment which would
have been due to such Lender on the day of such replacement under Section 3.4
had the Loans of such Affected Lender been prepaid on such date rather than
sold to the replacement Lender.


 


ARTICLE III

YIELD PROTECTION; TAXES


 


3.1.                              Yield
Protection.  If, on or after
the date of this Agreement, the adoption of any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law), or any change in the interpretation or
administration thereof by any governmental or quasi-governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender or applicable Lending
Installation or any LC Issuer with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:


 


(a)                                  subjects
any Lender or any applicable Lending Installation or any LC Issuer to any
Taxes, or changes the basis of taxation of payments (other than with respect to
Excluded Taxes) to any Lender or any LC Issuer in respect of its Eurodollar
Loans, Facility LCs or participations therein, or


 


(b)                                 imposes
or increases or deems applicable any reserve, assessment, insurance charge,
special deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by, any Lender or any applicable Lending
Installation or any LC Issuer (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurodollar Advances), or


 


(c)                                  imposes
any other condition the result of which is to increase the cost to any Lender
or any applicable Lending Installation or any LC Issuer of making, funding or
maintaining its Eurodollar Loans, or of issuing or participating in Facility
LCs, or reduces any amount receivable by any Lender or any applicable Lending
Installation or any LC Issuer in connection with its Eurodollar Loans, Facility
LCs or participations therein, or requires any Lender or any applicable Lending
Installation or any LC Issuer to make any payment calculated by reference to
the amount of Eurodollar Loans, Facility LCs or


 


27





















 


participations therein, held or interest or
LC Fees received by it, by an amount deemed material by such Lender or any LC
Issuer, as the case may be,


 


and the result of any of the foregoing is to increase the cost to such
Lender or applicable Lending Installation or such LC Issuer, as the case may
be, of making or maintaining its Eurodollar Loans or Commitment or of issuing
or participating in Facility LCs or to reduce the return received by such
Lender or applicable Lending Installation or such LC Issuer, as the case may
be, in connection with such Eurodollar Loans, Commitment, Facility LCs or
participations therein, then, within fifteen (15) days of demand by such Lender
or such LC Issuer, as the case may be, the Borrower shall pay such Lender or
such LC Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or such LC Issuer, as the case may be, for such
increased cost or reduction in amount received.


 


3.2.                              Changes
in Capital Adequacy Regulations. 
If a Lender or any LC Issuer determines the amount of capital required
or expected to be maintained by such Lender or such LC Issuer, any Lending
Installation of such Lender or such LC Issuer or any corporation controlling
such Lender or such LC Issuer is increased as a result of a Change, then,
within fifteen (15) days of demand by such Lender or such LC Issuer, the
Borrower shall pay such Lender or such LC Issuer the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or such LC Issuer determines is
attributable to this Agreement, its Outstanding Credit Exposure or its
Commitment to make Loans and issue or participate in Facility LCs, as the case
may be, hereunder (after taking into account such Lender’s or such LC Issuer’s
policies as to capital adequacy).  “Change”
means (a) any change after the date of this Agreement in the Risk-Based Capital
Guidelines or (b) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or any LC Issuer or any Lending Installation or any
Person controlling any Lender or any LC Issuer. 
“Risk-Based Capital Guidelines” means (a) the risk-based capital
guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (b) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing
the July 1988 report of the Basel Committee on Banking Regulation and
Supervisory Practices entitled “International Convergence of Capital
Measurements and Capital Standards,” including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.


 


3.3.                              Availability
of Types of Advances.  If any
Lender determines that maintenance of its Eurodollar Loans at a suitable
Lending Installation would violate any applicable law, rule, regulation,
interpretation or directive, whether or not having the force of law, or if the
Required Lenders determine that (a) deposits of a type and maturity appropriate
to match fund Eurodollar Advances are not available or (b) the interest rate
applicable to Eurodollar Advances does not accurately or fairly reflect the
cost of making or maintaining Eurodollar Advances, then the Administrative
Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances to be repaid or converted to Alternate Base Rate
Advances, subject to the payment of any funding indemnification amounts
required by Section 3.4.


 


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3.4.                              Funding
Indemnification.  If any
payment of a Eurodollar Advance occurs on a date prior to the last day of the
applicable Interest Period, whether because of acceleration, prepayment or
otherwise, or a Eurodollar Advance is not made on the date specified by the
Borrower for any reason other than default by the Lenders, the Borrower will
indemnify each Lender for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain such Eurodollar Advance.


 


3.5.                              Taxes.  (a) All payments by the Borrower to or for
the account of any Lender, any LC Issuer or the Administrative Agent hereunder
or under any Note or Facility LC Application shall be made free and clear of
and without deduction for any and all Taxes. 
If the Borrower shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder to any Lender, any LC Issuer or the
Administrative Agent, (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 3.5) such Lender, such
LC Issuer or the Administrative Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant authority in accordance with applicable law and
(iv) the Borrower shall furnish to the Administrative Agent the original copy
of a receipt evidencing payment thereof within thirty (30) days after such
payment is made.


 


(b)                                 In
addition, the Borrower hereby agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or under any Note, Facility
LC Application or from the execution or delivery of, or otherwise with respect
to, this Agreement or any Note or Facility LC Application (“Other Taxes”).


 


(c)                                  The
Borrower hereby agrees to indemnify the Administrative Agent, each LC Issuer
and each Lender for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5)
paid by the Administrative Agent, such LC Issuer or such Lender and any
liability (including penalties, interest and expenses) arising therefrom or
with respect thereto.  Payments due under
this indemnification shall be made within thirty (30) days of the date the
Administrative Agent, such LC Issuer or such Lender makes demand therefor
pursuant to Section 3.6.


 


(d)                                 Each
Lender that is not incorporated under the laws of the United States of America
or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not
more than ten (10) Business Days after the date of this Agreement, deliver to
each of the Borrower and the Administrative Agent two duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8IMY (and any
required attachments), certifying in either case that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of
any United States federal income taxes. 
Each Non-U.S. Lender further undertakes, to the extent lawful at such
time, to deliver to each of the Borrower and the Administrative Agent (i)
renewals or additional copies of such form (or any successor form) on or before
the date that such form expires or becomes obsolete, and (ii) after the
occurrence of any event requiring a change in the most recent forms so
delivered by it, such additional forms or amendments thereto as may be
reasonably requested by the Borrower or the Administrative


 


29





















 


Agent.  All forms or amendments
described in the preceding sentence shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of
any United States federal income taxes, unless
an event (including without limitation any change in treaty, law or regulation)
has occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Administrative Agent
that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax.


 


(e)                                  For
any period during which a Non-U.S. Lender has failed to provide the Borrower
with an appropriate form pursuant to clause (d), above (unless such
failure is due to a change in treaty, law or regulation, or any change in the
interpretation or administration thereof by any Governmental Authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes imposed by the United
States; provided that, should a Non-U.S. Lender which is otherwise
exempt from or subject to a reduced rate of withholding tax become subject to
Taxes because of its failure to deliver a form required under clause (d),
above, the Borrower shall take such steps as such Non-U.S. Lender shall
reasonably request to assist such Non-U.S. Lender to recover such Taxes.


 


(f)                                    Any
Lender that is entitled to an exemption from or reduction of withholding tax
with respect to payments under this Agreement or any Note pursuant to the law
of any relevant jurisdiction or any treaty shall deliver to the Borrower (with
a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed
by applicable law as will permit such payments to be made without withholding
or at a reduced rate.


 


(g)                                 If
the U.S. Internal Revenue Service or any other Governmental Authority of the
United States or any other country or any political subdivision thereof asserts
a claim that the Administrative Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Administrative Agent of a change in circumstances which rendered its
exemption from withholding ineffective, or for any other reason not caused by
or constituting gross negligence or willful misconduct of the Administrative
Agent), such Lender shall indemnify the Administrative Agent fully for all
amounts paid, directly or indirectly, by the Administrative Agent as tax,
withholding therefor, or otherwise, including penalties and interest, and
including taxes imposed by any jurisdiction on amounts payable to the
Administrative Agent under this subsection, together with all reasonable costs
and expenses related thereto (including reasonable attorneys fees and reasonable
time charges of attorneys for the Administrative Agent, which attorneys may be
employees of the Administrative Agent). 
The obligations of the Lenders under this Section 3.5(g)
shall survive the payment of the Obligations and termination of this Agreement.


 


3.6.                              Lender
Statements; Survival of Indemnity. 
To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Eurodollar Loans to reduce
any liability of the Borrower to such Lender under Sections 3.1, 3.2
and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3,
so long as such designation is not,


 


30





















 


in the judgment of such Lender, disadvantageous to such Lender.  Each Lender shall deliver a written statement
of such Lender to the Borrower (with a copy to the Administrative Agent) as to
the amount due, if any, under Section 3.1, 3.2, 3.4
or 3.5.  Such written statement
shall set forth in reasonable detail the calculations upon which such Lender
determined such amount and shall be final, conclusive and binding on the
Borrower in the absence of manifest error. 
If any Lender fails to deliver such written statement within 180 days
after the date on which the Lender becomes aware of the event or occurrence
giving rise to such claim, the Borrower shall have no obligation to reimburse,
compensate or indemnify such Lender with respect to any such claim under this Article III
for any period more than 180 days before the date on which such statement is
delivered.  Determination of amounts
payable under such Sections in connection with a Eurodollar Loan shall be
calculated as though each Lender funded its Eurodollar Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit
used as a reference in determining the Eurodollar Rate applicable to such Loan,
whether in fact that is the case or not. 
Unless otherwise provided herein, the amount specified in the written
statement of any Lender shall be payable on demand after receipt by the
Borrower of such written statement.  The
obligations of the Borrower under Sections 3.1, 3.2, 3.4
and 3.5 shall survive payment of the Obligations and termination of this
Agreement.


 


ARTICLE IV

CONDITIONS PRECEDENT


 


4.1.                              Effectiveness.  This Agreement shall not become effective
unless and until the Borrower has furnished the following to the Administrative
Agent with sufficient copies for the Lenders and the other conditions set forth
below have been satisfied:


 


(a)                                  Charter
Documents; Good Standing Certificates. 
Copies of the certificates of incorporation of each of the Loan Parties,
together with all amendments thereto, both certified by the appropriate
governmental officer in its jurisdiction of incorporation, together with a good
standing certificate issued by the Secretary of State of the jurisdiction of
its incorporation and such other jurisdictions as shall be requested by the
Administrative Agent as well as any other information required by Section 326
of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender
to verify the identity of such Loan Party as required by Section 326 of
the USA PATRIOT ACT.


 


(b)                                 By-Laws
and Resolutions.  Copies, certified
by the Secretary or Assistant Secretary of each of the Loan Parties, of its by-laws
and of its Board of Directors’ resolutions authorizing the execution, delivery
and performance of the Loan Documents to which such Loan Party is a party.


 


(c)                                  Secretary’s
Certificate.  An incumbency
certificate, executed by the Secretary or Assistant Secretary of each of the
Loan Parties, which shall identify by name and title and bear the signature of
the officers of such Loan Party authorized to sign the Loan Documents to which
it is a party and with respect to the Borrower, to make borrowings hereunder,
upon which certificate the Administrative Agent and the Lenders shall be
entitled to rely until informed of any change in writing by such Loan Party.


 


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(d)                                 Officer’s
Certificate.  A certificate, dated
the date of this Agreement, signed by an Authorized Officer of the Borrower, in
form and substance satisfactory to the Administrative Agent, to the effect
that:  (i) on such date (both before and
after giving effect to the making of any Credit Extension hereunder on such
date) no Default or Unmatured Default has occurred and is continuing; (ii) each
of the representations and warranties set forth in Article V of
this Agreement is true and correct on and as of such date; and (iii) since December 31,
2003, excluding the effect of any Disclosed Claims, no event or change has
occurred that has caused or evidences a Material Adverse Effect.


 


(e)                                  Legal
Opinions of Counsel to Loan Parties. 
Written opinions of (i) internal counsel to the Loan Parties and
Maryland counsel to the Guarantor and (ii) Sidley Austin Brown & Wood LLP,
special counsel to the Loan Parties, addressed to the Administrative Agent and
the Lenders in form and substance acceptable to the Administrative Agent and
its counsel.


 


(f)                                    Legal
Opinion of Counsel to Administrative Agent. 
A written opinion of Shearman & Sterling LLP, counsel for the
Administrative Agent, in form and substance satisfactory to the Administrative
Agent.


 


(g)                                 Notes.  Any Notes requested by a Lender pursuant to Section 2.13
payable to the order of each such requesting Lender.


 


(h)                                 Loan
Documents.  Executed originals of
this Agreement and each of the other Loan Documents (including, without
limitation, a Subsidiary Guaranty duly executed by the Guarantor listed in
clause (a) of the definition thereof), which shall be in full force and effect,
together with all schedules, exhibits, certificates, instruments, opinions,
documents and financial statements required to be delivered pursuant hereto and
thereto.


 


(i)                                     Payment
of Fees.  The Borrower shall have
paid all fees due to Citibank under the fee letter dated December 16,
2004.


 


(j)                                     Existing
Credit Agreements.  The Existing
Credit Agreements shall have expired or been terminated and all amounts owing
thereunder (including all principal, interest and accrued fees) shall have been
paid (or shall contemporaneously be paid) in full.  By execution of this Agreement, each of the
Lenders that is a lender under each of the Existing Credit Agreements hereby
waives any requirement set forth in such Existing Credit Agreements of prior
notice of the termination of the commitments thereunder.


 


(k)                                  Other.  Such other documents as the Administrative
Agent, any Lender, any LC Issuer or their counsel may have reasonably
requested.


 


4.2.                              Each
Credit Extension.  Neither the
Lenders nor any LC Issuer shall be required to make any Credit Extension unless
on the applicable Credit Extension Date:


 


(a)          There exists no Default
or Unmatured Default and none would result from such Credit Extension;


 


32





















 


(b)                                 The
representations and warranties contained in Article V (other than Section 5.6)
are true and correct as of such Credit Extension Date and, prior to the
Guaranty Termination Date, the representations and warranties of each Guarantor
set forth in the Subsidiary Guaranty to which it is a party shall be true on
and as of such Credit Extension Date, in each case after giving effect to such
Credit Extension;


 


(c)                                  A
Borrowing Notice or request for Facility LC issuance or Modification shall have
been properly submitted; and


 


(d)                                 All
legal matters incident to the making of such Credit Extension shall be
satisfactory to the Administrative Agent and its counsel.


 


Each Borrowing Notice or request for issuance
of a Facility LC with respect to each such Credit Extension shall constitute a
representation and warranty by the Borrower that the conditions contained in Section 4.2
have been satisfied.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and warrants to the
Lenders that:


 


5.1.                              Corporate
Existence and Standing.  Each
of the Borrower and its Subsidiaries (other than Immaterial Subsidiaries) is
duly organized, validly existing and in good standing (to the extent the
concept applies to such entity) under the laws of its jurisdiction of
organization and is duly qualified and in good standing (to the extent the
concept applies to such entity) and is duly authorized to conduct its business
in each jurisdiction in which its business is conducted or proposed to be
conducted except where failure to be in such good standing or so qualified or
authorized could not reasonably be expected to have a Material Adverse Effect.


 


5.2.                              Authorization
and Validity.  The Borrower
has all requisite power and authority (corporate and otherwise) and legal right
to execute and deliver each of the Loan Documents to which it is a party and to
perform its obligations thereunder.  The
execution and delivery by the Borrower of the Loan Documents to which it is a
party and the performance of its obligations thereunder have been duly
authorized by proper corporate proceedings and such Loan Documents constitute
legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their terms, except as enforceability may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally.


 


5.3.                              Compliance
with Laws and Contracts.  The
Borrower and its Subsidiaries have complied in all material respects with all
applicable statutes, rules, regulations, orders and restrictions of any
domestic or foreign government, or any instrumentality or agency thereof,
having jurisdiction over the conduct of their respective businesses or the
ownership of their respective properties, except where the failure to so comply
could not reasonably be expected to have a Material Adverse Effect.  Neither the execution and delivery by the
Borrower of the Loan Documents to which it is a party, the application of the
proceeds of the Loans, or any other transaction contemplated in the Loan
Documents, nor compliance with the provisions of the Loan Documents will, or at
the relevant time did, (a) violate any law, rule, regulation (including
Regulation U), order, writ, judgment, injunction, decree or award binding on
the Borrower or


 


33





















 


any Subsidiary or the Borrower’s or any Subsidiary’s charter, articles
or certificate of incorporation or by-laws, (b) violate the provisions of or require
the approval or consent of any party to any indenture, instrument or agreement
to which the Borrower or any Subsidiary is a party or is subject, or by which
it, or its property, is bound, or conflict with or constitute a default
thereunder, or result in the creation or imposition of any Lien (other than
Liens permitted by the Loan Documents) in, of or on the property of the
Borrower or any Subsidiary pursuant to the terms of any such indenture,
instrument or agreement, or (c) require any consent of the stockholders of any
Person, except for any violation of, or failure to obtain an approval or
consent required under, any such indenture, instrument or agreement that could
not reasonably be expected to have a Material Adverse Effect.


 


5.4.                              Governmental
Consents.  No order, consent,
approval, qualification, license, authorization, or validation of, or filing,
recording or registration with, or exemption by, or other action in respect of,
any court, governmental or public body or authority, or any subdivision
thereof, any securities exchange or other Person is or at the relevant time was
required to authorize, or is or at the relevant time was required in connection
with the execution, delivery, consummation or performance of, or the legality,
validity, binding effect or enforceability of, any of the Loan Documents, the
application of the proceeds of the Loans or any other transactions contemplated
in the Loan Documents.  Neither the
Borrower nor any Subsidiary is in default under or in violation of any foreign,
federal, state or local law, rule, regulation, order, writ, judgment,
injunction, decree or award binding upon or applicable to the Borrower or such
Subsidiary, in each case the consequence of which default or violation could
reasonably be expected to have a Material Adverse Effect.


 


5.5.                              Financial
Statements.  The Borrower has
heretofore furnished to each of the Lenders (a) the December 31, 2003
audited consolidated financial statements of the Borrower and its Subsidiaries,
and (b) the unaudited consolidated financial statements of the Borrower and its
Subsidiaries through September 30, 2004 (collectively, the “Financial
Statements”).  Each of the Financial
Statements was prepared in accordance with Agreement Accounting Principles and
fairly presents the consolidated financial condition and operations of the
Borrower and its Subsidiaries at such dates and the consolidated results of
their operations for the respective periods then ended (except, in the case of
such unaudited statements, for normal year-end audit adjustments).


 


5.6.                              Material
Adverse Change.  Since December 31,
2003, excluding the effect of any Disclosed Claims, there has been no material
adverse change in the business, Property, condition (financial or otherwise),
operations or prospects of the Borrower and its Subsidiaries taken as a whole.


 


5.7.                              Taxes.  The Borrower and its Subsidiaries have filed
or caused to be filed on a timely basis and in correct form all United States
federal, state and other material tax returns which are required to be filed
and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any Subsidiary, except such taxes, if
any, as are being contested in good faith and as to which adequate reserves
have been provided in accordance with Agreement Accounting Principles and as to
which no Lien exists.  As of the date
hereof, the United States income tax returns of the Borrower on a consolidated
basis have been audited by the Internal Revenue Service through its Fiscal Year
ending December 31, 1997.


 


34





















 


No tax liens have been filed and no claims are being asserted with
respect to any such taxes which could reasonably be expected to have a Material
Adverse Effect.  The charges, accruals
and reserves on the books of the Borrower and its Subsidiaries in respect of
any taxes or other governmental charges are in accordance with Agreement
Accounting Principles.


 


5.8.                              Litigation
and Contingent Obligations. 
There is no litigation, arbitration, proceeding, inquiry or governmental
investigation (including, without limitation, by the Federal Trade Commission)
pending or, to the knowledge of any of their officers, threatened against or
affecting the Borrower or any Subsidiary or any of their respective Properties
that could reasonably be expected to have a Material Adverse Effect or to
prevent, enjoin or unduly delay the making of any Credit Extensions under this
Agreement, except for Disclosed Claims.


 


5.9.                              ERISA.  The Funded Current Liability Percentage of
each Single Employer Plan for the current plan year is at least eighty percent
(80%).  Neither the Borrower nor any
other member of the Controlled Group maintains, or is obligated to contribute
to, any Multiemployer Plan or has incurred, or is reasonably expected to incur,
any withdrawal liability to any Multiemployer Plan.  Each Plan complies in all material respects
with its terms and with all applicable requirements of law and regulations.  Neither the Borrower nor any member of the Controlled
Group has, with respect to any Plan, failed to make any contribution or pay any
amount required under Section 412 of the Code or Section 302 of ERISA
or the terms of such Plan which could reasonably be expected to have a Material
Adverse Effect.  There are no pending or,
to the knowledge of the Borrower, threatened claims, actions, investigations or
lawsuits against any Plan, any fiduciary thereof, or the Borrower or any member
of the Controlled Group with respect to a Plan which could reasonably be
expected to have a Material Adverse Effect. 
Neither the Borrower nor any member of the Controlled Group has engaged
in any prohibited transaction (as defined in Section 4975 of the Code or Section 406
of ERISA) in connection with any Plan which would subject such Person to any
material liability.  Within the last five
(5) years neither the Borrower nor any member of the Controlled Group has
engaged in a transaction which resulted in a Single Employer Plan with an Unfunded
Current Liability being transferred out of the Controlled Group which could
reasonably be expected to have a Material Adverse Effect.  No Termination Event has occurred or is
reasonably expected to occur with respect to any Plan which could reasonably be
expected to have a Material Adverse Effect.


 


5.10.                        Defaults.  No Default or Unmatured Default has occurred
and is continuing.


 


5.11.                        Regulation
U.  Margin Stock constitutes
less than 25% of those assets of the Borrower and its Subsidiaries which are
subject to any limitation on sale, pledge or other restriction hereunder.  Neither the Borrower nor any Subsidiary is
engaged, directly or indirectly, principally, or as one of its important
activities, in the business of extending, or arranging for the extension of,
credit for the purpose of purchasing or carrying Margin Stock.  No part of the proceeds of any Loan will be
used in a manner which would violate, or result in a violation of, Regulation
U.  Neither the making of any Advance
hereunder nor the use of the proceeds thereof will violate or be inconsistent
with the provisions of Regulation U.


 


5.12.                        Investment
Company; Public Utility Holding Company.  Neither the Borrower nor any Subsidiary is,
or after giving effect to any Advance will be, an “investment company” or a
company “controlled” by an “investment company” within the meaning of the
Investment


 


35





















 


Company Act of 1940, as amended. 
Neither the Borrower nor any Subsidiary is a “holding company”, or an “affiliate”
of a “holding company” or of a “subsidiary company” of a “holding company”,
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.


 


5.13.                        Ownership
of Properties.  As of the date
of this Agreement, the Borrower and its Subsidiaries have a subsisting leasehold
interest in, or good and marketable title, free of all Liens, other than those
permitted by Section 6.12 or by any of the other Loan Documents, to
all of the properties and assets reflected in the Financial Statements as being
owned by it, except for assets sold, transferred or otherwise disposed of in
the ordinary course of business since the date thereof.  The Borrower and its Subsidiaries own or
possess rights to use all licenses, patents, patent applications, copyrights,
service marks, trademarks and trade names necessary to continue to conduct
their business as heretofore conducted, and no such license, patent or
trademark has been declared invalid, been limited by order of any court or by
agreement or is the subject of any infringement, interference or similar
proceeding or challenge, except for proceedings and challenges which could not
reasonably be expected to have a Material Adverse Effect.


 


5.14.                        Material
Agreements.  Neither the
Borrower nor any Subsidiary is a party to any agreement or instrument or
subject to any charter or other corporate restriction which could reasonably be
expected to have a Material Adverse Effect or which restricts or imposes
conditions upon the ability of any Subsidiary to (a) pay dividends or make
other distributions on its capital stock, (b) make loans or advances to the
Borrower or (c) repay loans or advances from the Borrower.  Neither the Borrower nor any Subsidiary is in
default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement to which it is
a party, which default could reasonably be expected to have a Material Adverse
Effect.


 


5.15.                        Environmental
Laws.  There are no claims,
investigations, litigation, administrative proceedings, notices, requests for
information, whether pending or threatened, or judgments or orders asserting
violations of applicable federal, state and local environmental, health and
safety statutes, regulations, ordinances, codes, rules, orders, decrees,
directives and standards (“Environmental Laws”) or relating to any toxic
or hazardous waste, substance or chemical or any pollutant, contaminant,
chemical or other substance defined or regulated pursuant to any Environmental
Law, including, without limitation, asbestos, petroleum, crude oil or any
fraction thereof (“Hazardous Materials”) asserted against the Borrower
or any of its Subsidiaries which, in any case, could reasonably be expected to
have a Material Adverse Effect.  Neither
the Borrower nor any Subsidiary has caused or permitted any Hazardous Materials
to be Released, either on or under real property, currently or formerly,
legally or beneficially owned or operated by the Borrower or any Subsidiary or
on or under real property to which the Borrower or any of its Subsidiaries
transported, arranged for the transport or disposal of, or disposed of
Hazardous Materials, which Release could reasonably be expected to have a
Material Adverse Effect.


 


5.16.                        Insurance.  The Borrower and its Subsidiaries maintain,
with financially sound and reputable insurance companies, insurance on their
Property in such amounts and covering such risks as is consistent with sound
business practice.


 


36





















 


5.17.                        Insurance
Licenses.  No material
license, permit or authorization of the Borrower or any Subsidiary to engage in
the business of insurance or insurance-related activities is the subject of a
proceeding for suspension or revocation, except where such suspension or
revocation would not individually or in the aggregate have a Material Adverse
Effect.


 


5.18.                        Disclosure.  None of the (a) information, exhibits or
reports furnished or to be furnished by the Borrower or any Subsidiary to the
Administrative Agent or to any Lender in connection with the negotiation of the
Loan Documents, or (b) representations or warranties of the Borrower or any
Subsidiary contained in this Agreement, the other Loan Documents, or any other
document, certificate or written statement furnished to the Administrative Agent
or the Lenders by or on behalf of the Borrower or any Subsidiary for use in
connection with the transactions contemplated by this Agreement, as the case
may be, contained, contains or will contain any untrue statement of a material
fact or omitted, omits or will omit to state a material fact necessary in order
to make the statements contained herein or therein not misleading in light of
the circumstances in which the same were made. 
As of the date hereof, there is no fact known to the Borrower (other
than matters of a general economic nature) that has had or could reasonably be
expected to have a Material Adverse Effect and that has not been disclosed
herein or in such other documents, certificates and statements furnished to the
Lenders for use in connection with the transactions contemplated by this
Agreement.


 


ARTICLE VI

COVENANTS


 


During the term of this Agreement, unless the
Required Lenders shall otherwise consent in writing:


 


6.1.                              Financial
Reporting.  The Borrower will
maintain, for itself and its Subsidiaries, a system of accounting established
and administered in accordance with generally accepted accounting principles,
consistently applied, and (at all times prior to the Guaranty Termination Date)
such other systems of accounting that will permit the preparation of Guarantor
Financial Reports for each Guarantor as required hereby, and will furnish to
the Lenders:


 


(a)                                  As
soon as practicable and in any event within ninety (90) days after the close of
each of its Fiscal Years, (i) an unqualified audit report certified by
independent certified public accountants, acceptable to the Lenders, prepared
in accordance with Agreement Accounting Principles on a consolidated basis for
itself and its Subsidiaries, including balance sheets as of the end of such
period and related statements of income, retained earnings and cash flows
accompanied by (A) any management letter prepared by said accountants and (B) a
certificate of said accountants that, in the course of their examination
necessary for their certification of the foregoing, they have obtained no
knowledge of any Default or Unmatured Default, or if, in the opinion of such
accountants, any Default or Unmatured Default shall exist, stating the nature
and status thereof, and (ii) unless the Guaranty Termination Date has occurred,
a Guarantor Financial Report for such Fiscal Year for each Guarantor, which
Guarantor Financial Report shall substantially represent the combined results
of operations for each Guarantor and its Subsidiaries (subject to the qualifications
set forth in the form attached hereto as Exhibit F) as of the end of and
for such Fiscal Year, certified (subject to the qualifications


 


37





















 


set forth in the form attached
hereto as Exhibit F) as to fairness of presentation, generally accepted
accounting principles and consistency by the chief financial officer, the
treasurer or the chief accounting officer of the applicable Guarantor.


 


(b)                                 As
soon as practicable and in any event within 45 days after the close of the
first three Fiscal Quarters of each of its Fiscal Years, (i) for itself and its
Subsidiaries, consolidated unaudited balance sheets as at the close of each
such period and consolidated statements of income, retained earnings and cash flows
for the period from the beginning of such Fiscal Year to the end of such
quarter, all certified by its president or chief financial officer, and (ii)
unless the Guaranty Termination Date has occurred, a Guarantor Financial Report
for such Fiscal Quarter (and for the portion of the Fiscal Year ended at the
end of such Fiscal Quarter) for each Guarantor, which Guarantor Financial
Report shall substantially represent the combined results of operations for
each Guarantor and its Subsidiaries (subject to the qualifications set forth in
the form attached hereto as Exhibit F) as of the end of and for such
Fiscal Quarter (and for such portion of the Fiscal Year), certified (subject to
the qualifications set forth in the form attached hereto as Exhibit F)
as to fairness of presentation, generally accepted accounting principles and
consistency by the chief financial officer, the treasurer or the chief
accounting officer of the applicable Guarantor.


 


(c)                                  Together
with the financial statements required by clauses (a) and (b)
above, a certificate in substantially the form of Exhibit C hereto
signed by its president or chief financial officer (i) showing the calculations
necessary to determine compliance with this Agreement, (ii) stating that no
Default or Unmatured Default exists, or if any Default or Unmatured Default
exists, stating the nature and status thereof, and (iii) unless the Guaranty
Termination Date has occurred, setting forth in reasonable detail the
calculation of the Guarantor Adjusted EBITDA for the Measurement Period ending
on the last day of the period covered by such financial statements.


 


(d)                                 Promptly
upon learning thereof, notice that the Borrower or any Subsidiary will be
required to make a Deficit Reduction Contribution for any Single Employer Plan for
any Fiscal Year, and within 270 days after the close of each Fiscal Year, a
statement of the Funded Current Liability Percentage of each Single Employer
Plan, certified as correct by an actuary enrolled under ERISA.


 


(e)                                  As
soon as possible and in any event within ten (10) days after the Borrower knows
that any Termination Event has occurred with respect to any Plan, a statement,
signed by the chief financial officer of the Borrower, describing said
Termination Event and the action which the Borrower proposes to take with
respect thereto.


 


(f)                                    As
soon as possible and in any event within ten (10) days after the Borrower
learns thereof, notice of the assertion or commencement of any claims, action,
suit or proceeding against or affecting the Company or any Subsidiary which may
reasonably be expected to have a Material Adverse Effect.


 


38





















 


(g)                                 Promptly
upon learning thereof, notice of any change in the credit rating of the
Borrower’s senior unsecured long term debt by S&P or Moody’s.


 


(h)                                 Promptly
upon the furnishing thereof to the shareholders of the Borrower, copies of all
financial statements, reports and proxy statements so furnished.


 


(i)                                     Promptly
upon the filing thereof, copies of all registration statements and annual,
quarterly, monthly or other regular reports which the Borrower or any of its
Subsidiaries files with the Securities and Exchange Commission.


 


(j)                                     Such
other information (including, without limitation, non-financial information) as
the Administrative Agent or any Lender may from time to time reasonably
request.


 


6.2.                              Use
of Proceeds.  The Borrower
will, and will cause each Subsidiary to, use the proceeds of the Credit
Extensions to meet the general corporate needs of the Borrower and its Subsidiaries,
including commercial paper support and the refinancing of existing
indebtedness.  The Borrower will not, nor
will it permit any Subsidiary to, use any of the proceeds of the Advances to
purchase or carry any “margin stock” (as defined in Regulation U) or to finance
the acquisition of any Person which has not been approved and recommended by
the board of directors (or functional equivalent thereof) of such Person.


 


6.3.                              Notice
of Default.  The Borrower will
give prompt notice in writing to the Lenders of the occurrence of (a) any
Default or Unmatured Default and (b) any other event or development, financial
or other, relating specifically to the Borrower or any of its Subsidiaries (and
not of a general economic or political nature) which could reasonably be
expected to have a Material Adverse Effect.


 


6.4.                              Conduct
of Business.  The Borrower
will, and will cause each Subsidiary to, (a) carry on and conduct its business
in substantially the same manner and in substantially the same fields of
enterprise as it is presently conducted, and will not, and will not permit any
of its Subsidiaries to, engage in any business other than (i) businesses in the
same fields of enterprise as now conducted by the Borrower and its Subsidiaries
or (ii) businesses that are reasonably related or incidental thereto or that,
in the judgment of the board of directors of the Borrower, are reasonably
expected to materially enhance the other businesses in which the Borrower and
its Subsidiaries are engaged, and (b) do all things necessary to remain duly
organized, validly existing and in good standing in its jurisdiction of
organization and maintain all requisite authority to conduct its business in
each jurisdiction in which its business is conducted, except where failure to
be in such good standing or so qualified or authorized could not reasonably be
expected to have a Material Adverse Effect; provided, however,
that nothing in this Section 6.4 shall prohibit the dissolution or
sale, transfer or other disposition of any Subsidiary (other than, unless the
Guaranty Termination Date has occurred, a Subsidiary that is a Guarantor) that
is not otherwise prohibited by this Agreement.


 


6.5.                              Taxes.  The Borrower will, and will cause each
Subsidiary to, timely file complete and correct United States federal and
applicable foreign, state and local tax returns required by applicable law and
pay when due all taxes, assessments and governmental charges and levies


 


39





















 


upon it or its income, profits or Property, except those which are
being contested in good faith by appropriate proceedings and with respect to
which adequate reserves have been set aside.


 


6.6.                              Insurance.  The Borrower will, and will cause each
Subsidiary to, maintain with financially sound and reputable insurance
companies insurance on all their Property in such amounts and covering such
risks as is consistent with sound business practice, and the Borrower will
furnish to the Administrative Agent and any Lender upon request full information
as to the insurance carried.


 


6.7.                              Compliance
with Laws.  The Borrower will,
and will cause each Subsidiary to, comply with all laws, rules, regulations,
orders, writs, judgments, injunctions, decrees or awards to which it may be
subject, the failure to comply with which could reasonably be expected to have
a Material Adverse Effect.


 


6.8.                              Maintenance
of Properties.  The Borrower
will, and will cause each Subsidiary to, do all things necessary to maintain,
preserve, protect and keep its Property in good repair, working order and
condition, and make all necessary and proper repairs, renewals and replacements
so that its business carried on in connection therewith may be properly
conducted at all times.


 


6.9.                              Inspection.  The Borrower will, and will cause each
Subsidiary to, permit the Administrative Agent and the Lenders, by their
respective representatives and agents, to inspect any of the Property,
corporate books and financial records of the Borrower and each Subsidiary, to
examine and make copies of the books of accounts and other financial records of
the Borrower and each Subsidiary, and to discuss the affairs, finances and
accounts of the Borrower and each Subsidiary with, and to be advised as to the
same by, their respective officers at such reasonable times and intervals as
the Lenders may designate.  The Borrower
will keep or cause to be kept, and cause each Subsidiary to keep or cause to be
kept, appropriate records and books of account in which complete entries are to
be made reflecting its and their business and financial transactions, such
entries to be made in accordance with Agreement Accounting Principles
consistently applied.


 


6.10.                        Capital
Stock and Dividends.  So long
as any Default or Unmatured Default has occurred and is continuing before or
immediately after giving effect thereto, the Borrower will not declare or pay
any dividends or make any distributions on its capital stock (other than
dividends payable in its own capital stock) or redeem, repurchase or otherwise
acquire or retire any of its capital stock or any options or other rights in
respect thereof at any time outstanding.


 


6.11.                        Merger.  The Borrower will not (a) consolidate or
merge with or into any Person, (b) sell, lease or otherwise transfer all or
substantially all of its assets to any other Person, or (c) unless the Guaranty
Termination Date has occurred, sell, transfer or otherwise dispose of its
interest in any Guarantor; provided that (i) the Borrower may merge with any
Wholly-Owned Subsidiary (other than, unless the Guaranty Termination Date has
occurred, a Guarantor or a Subsidiary of a Guarantor) if immediately after such
merger no Default shall have occurred and be continuing and such Wholly-Owned
Subsidiary shall expressly assume in writing all of the obligations of the
Borrower hereunder, and under the Notes (if any), and (ii) the Borrower may
merge with any other Person (other than, unless the Guaranty Termination Date
has occurred, a


 


40





















 


Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower is the
corporation surviving such merger and (B) immediately after giving effect to
such merger, no Default or Unmatured Default shall have occurred and be
continuing.  Unless the Guaranty
Termination Date has occurred, the Borrower will not permit (1) any Guarantor
to consolidate or merge with or into any other Person unless the Guarantor is
the surviving entity, (2) any Subsidiary of any Guarantor to consolidate or
merge with or into any other Person unless, immediately after giving effect to
such consolidation or merger, Guarantor Adjusted EBITDA is not less than the
Minimum Guarantor EBITDA, (3) any Guarantor to sell, lease or otherwise
transfer all or substantially all of its assets to any other Person, or (4) any
Subsidiary of any Guarantor to sell, lease or otherwise transfer all or
substantially all of its assets to another Person unless, immediately after
giving effect to such sale, lease or other transfer, Guarantor Adjusted EBITDA
is not less than the Minimum Guarantor EBITDA.


 


6.12.                        Liens.  The Borrower will not, nor will it permit any
Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the
Property of the Borrower or any of its Subsidiaries, except:


 


(a)          Liens for taxes,
assessments or governmental charges or levies on its Property if the same shall
not at the time be delinquent or thereafter can be paid without penalty, or are
being contested in good faith and by appropriate proceedings and for which
adequate reserves in accordance with generally accepted principles of
accounting shall have been set aside on its books;


 


(b)         Liens imposed by law,
such as carriers’, warehousemen’s and mechanics’ liens and other similar liens
arising in the ordinary course of business which secure the payment of obligations
not more than sixty (60) days past due or which are being contested in good
faith by appropriate proceedings and for which adequate reserves shall have
been set aside on its books;


 


(c)          Liens arising out of
pledges or deposits under worker’s compensation laws, unemployment insurance,
old age pensions, or other social security or retirement benefits, or similar
legislation;


 


(d)         Utility easements,
building restrictions and such other encumbrances or charges against real
property as are of a nature generally existing with respect to properties of a
similar character and which do not in any material way affect the marketability
of the same or interfere with the use thereof in the business of the Borrower
or the Subsidiaries;


 


(e)          Banker’s liens, rights
of set-off or similar rights in favor of a depository institution with respect
to deposit accounts maintained with a depository institution in the ordinary
course of business and securing obligations with respect to the maintenance of
such accounts (and in no event securing any Indebtedness or other obligations);


 


(f)            Any Lien arising by
operation of law in the ordinary course of business in respect of any
obligation which is less than sixty (60) days overdue or which is being


 


41





















 


contested in good faith and by appropriate
means and for which adequate reserves have been made;


 


(g)         Liens created by any of
the Borrower or its Subsidiaries over deposits and investments in the ordinary
course of such Person’s insurance and reinsurance business to comply with the
requirements of any regulatory body of insurance or insurance brokerage
business;


 


(h)         Any Liens arising for the
benefit of a credit institution pursuant to Clause 18 General Banking
Conditions of the Netherlands Bankers Association (Algemene Voorwaarden  van
de Nederlandse Vereniging van Banken) in respect of any bank account
held with a credit institution in the Netherlands;


 


(i)             Liens over and
limited to the balance of credit balances on bank accounts of the Borrower and
its Subsidiaries created in order to facilitate the operation of such bank
accounts and other bank accounts of the Borrower and its Subsidiaries on a net
balance basis with credit balances and debit balances on the various accounts
being netted off for interest purposes; and


 


(j)             Other Liens securing
an aggregate principal amount of obligations at no time exceeding an amount
equal to ten percent (10%) of Consolidated Net Worth at such time; provided,
however that during any period when the sum of (i) the aggregate
principal amount of all obligations secured pursuant to this Section 6.12(h)
plus (ii) the aggregate Unfunded Current Liabilities of all Single
Employer Plans exceeds ten percent (10%) of Consolidated Net Worth, the
creation of additional Liens otherwise allowed hereunder shall be permitted by
this Section 6.12(h) only to the extent they secure an aggregate
principal amount of obligations not in excess of one percent (1%) of
Consolidated Net Worth.


 


6.13.                        Affiliates.  The Borrower will not, and will not permit
any Subsidiary to, enter into any transaction (including, without limitation,
the purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except (a) for transactions between the Borrower and
any Wholly Owned Subsidiary of the Borrower or between Wholly Owned
Subsidiaries of the Borrower or (b) in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s
business and upon fair and reasonable terms no less favorable to the Borrower
or such Subsidiary than the Borrower or such Subsidiary would obtain in a
comparable arm’s-length transaction.


 


6.14.                        Change
in Fiscal Year.  The Borrower
shall not change its Fiscal Year to end on any date other than December 31
of each year.


 


6.15.                        Inconsistent
Agreements.  The Borrower
shall not, nor shall it permit any Subsidiary to, enter into any indenture,
agreement, instrument or other arrangement which, (a) directly or indirectly
prohibits or restrains, or has the effect of prohibiting or restraining, or
imposes materially adverse conditions upon, the incurrence of the Obligations,
the amending of the Loan Documents or the ability of any Subsidiary to (i) pay
dividends or make other distributions on its capital stock, (ii) make loans or
advances to the Borrower or any other Loan


 


42





















 


Party, (iii) repay loans or advances from the Borrower or any other
Loan Party or (iv) unless the Guaranty Termination Date has occurred, fulfill
its Obligations under any Subsidiary Guaranty or (b) contains any provision
which would be violated or breached by the making of Advances or by the
performance by the Borrower or any Loan Party of any of its obligations under any
Loan Document.


 


6.16.                        Dispositions.  The Borrower will not make any Disposition or
permit any Subsidiary to make any Disposition, except:


 


(a)          Dispositions
of inventory in the ordinary course of business;


 


(b)         Dispositions
of Property to the Borrower or any Subsidiary of the Borrower, provided
that (i) unless the Guaranty Termination Date has occurred, after giving effect
to any such Disposition, Guarantor Adjusted EBITDA is not less than the Minimum
Guarantor EBITDA, and (ii) such Disposition is not otherwise prohibited by the
terms hereof;


 


(c)          Dispositions
of premium finance receivables pursuant to (i) the Second Amended and Restated
Purchase Agreement, dated as of March 30, 2001, by and among Cananwill
Premium Credit Trust, Cananwill Corporation, the Borrower, the Purchasers and
Managing Agents listed on the signature pages thereto and JP Morgan Chase Bank,
N.A. (successor by merger to Bank One, NA), as Administrative Agent, (ii) the
Receivables Purchase Agreement, dated as of December 11, 2002, by and among
Cananwill Canada Limited, the Borrower and CIBC Mellon Trust Company, in its
capacity as Trustee of Plaza Trust, (iii) the Amended and Restated Receivables
Purchase Agreement, dated as of December 19, 2002, by and among Cananwill
Receivables Purchase Facility, L.L.C., Canawill Europe Limited, the Borrower,
the Purchasers and Managing Agents listed on the signature pages thereto and JP
Morgan Chase Bank, N.A. (successor by merger to Bank One, NA), as
administrative agent, and (iv) Receivables Facilities Agreement, dated as of December 20,
2001, by and among Abel Tasman Holdings Pty Limited, Cananwill Australia Pty
Limited, Cananwill, Inc. and ABN AMRO Asset Management (Australia) Limited, in
each case as the same may be modified, amended or supplemented from time to
time, provided that such modification, amendment or supplement does not change
the fundamental nature thereof (each, a “Cananwill Securization”);


 


(d)         Dispositions
by Subsidiaries primarily engaged in insurance underwriting or related activities
from their investment portfolios in the ordinary course of business;


 


(e)          Dispositions
of investments in cash equivalents in the usual course of treasury business;
and


 


(f)            Any
other Dispositions of Property, which (i) in the aggregate, in any Fiscal Year,
constitute no more than 10% of the consolidated assets (based on book value) of
the Borrower and its Subsidiaries as of the end of the preceding Fiscal Year,
and (ii) in the aggregate, after the date of this Agreement, constitute no more
than 25% of the consolidated assets (based on book value) of the Borrower and
its Subsidiaries as of


 


43





















 


December 31, 2004 or, if higher, as of
the end of the Fiscal Quarter immediately preceding the date on which such determination
is made, provided that in each case (A) after giving effect to any such
Disposition, unless the Guaranty Termination Date has occurred, Guarantor
Adjusted EBITDA is not less than the Minimum Guarantor EBITDA, and (B) such
Disposition is not otherwise prohibited by the terms hereof.


 


6.17.                        Financial
Covenants.


 


6.17.1.               Minimum
Consolidated Net Worth.  The Borrower
shall at all times maintain a minimum Consolidated Net Worth of at least
$2,500,000,000.


 


6.17.2.               Consolidated
Adjusted EBITDA to Consolidated Interest Expense.  The Borrower will maintain as of the last day
of each Measurement Period a ratio of Consolidated Adjusted EBITDA to
Consolidated Interest Expense of not less than 4.0 to 1.0.


 


6.17.3.               Consolidated
Leverage Ratio.  The Borrower will
maintain as of the last day of each Measurement Period a Consolidated Leverage
Ratio of not more than 3.0 to 1.0.


 


6.17.4.               Minimum
Guarantor EBITDA.  If, at the end of
any Fiscal Quarter or Fiscal Year prior to the occurrence of the Guaranty
Termination Date, the Guarantor Adjusted EBITDA for any Measurement Period is
less than the Minimum Guarantor EBITDA, the Borrower shall, within 30 days
after the delivery of the certificate pursuant to Section 6.1(c) setting
forth the Guarantor Adjusted EBITDA as of the end of such Fiscal Quarter or
Fiscal Year, deliver to the Administrative Agent one or more additional
Subsidiary Guaranties from one or more additional Guarantors such that the
Guarantor Adjusted EBITDA as of the end of such quarter, on a pro forma basis
taking into account such additional Subsidiary Guaranties, is not less than the
Minimum Guarantor EBITDA.


 


6.18.                        ERISA.  The Borrower will (a) fulfill, and cause each
member of the Controlled Group to fulfill, its obligations under the minimum
funding standards of ERISA and the Code with respect to each Plan, (b) comply,
and cause each member of the Controlled Group to comply, with all applicable
provisions of ERISA and the Code with respect to each Plan, except where such
failure or noncompliance individually or in the aggregate would not have a
Material Adverse Effect and (c) not, and not permit any member of the
Controlled Group to, (i) seek a waiver of the minimum funding standards under
ERISA, (ii) terminate or withdraw from any Plan or (iii) take any other action
with respect to any Plan which would reasonably be expected to entitle the PBGC
to terminate, impose liability in respect of, or cause a trustee to be
appointed to administer, any Plan, unless the actions or events described in
the foregoing clauses (i), (ii) or (iii) individually or in the aggregate would
not have a Material Adverse Effect.


 


6.19.                        Guarantors.  Unless the Guaranty Termination Date has
occurred, the Borrower shall cause each of the Guarantors to (a) preserve its
separate existence as required by Section 6.4, (b) comply in all
material respects with the requirements of its organizational documents and
other governing instruments (including bylaws), (c) not conduct business under
the name of the


 


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Borrower or any other Guarantor, (d) maintain (to the extent not
otherwise maintained by the Borrower) appropriate books and records to properly
reflect its business and financial affairs, (e) maintain full and complete
records of all transactions with the Borrower and other Subsidiaries of the
Borrower, and (f) cause each of its Subsidiaries to maintain its own bank
accounts and not commingle any of its funds with any other Person.


 


6.20.                        Indebtedness.  Unless the Guaranty Termination Date has
occurred, the Borrower will not permit any Subsidiary to create, incur, assume
or suffer to exist any Indebtedness, except:


 


(a)                                          Indebtedness
under the Loan Documents;


 


(b)                                         Indebtedness
under the Euro Facility, and any renewal and refinancing thereof, provided that
the committed amount thereof is not increased and no other Subsidiary (other
than a Foreign Subsidiary that becomes a borrower thereunder) becomes obligated
in respect thereof;


 


(c)                                          Indebtedness
owed to a Person (i) of which such Subsidiary is a Subsidiary, (ii) which is a
Guarantor or a Subsidiary of a Guarantor if such Subsidiary is also a Guarantor
or Subsidiary of a Guarantor (provided, however, that for the purposes
of this clause (ii), Aon Holdings UK Ltd and each of its Wholly Owned
Subsidiaries shall each be deemed to be a “Subsidiary” of Aon Group, Inc. so
long as Aon Group, Inc. holds at least 40% of the equity interests in Aon
Holdings UK Ltd), or (iii) which is a Subsidiary of the Borrower if such
Subsidiary is not a Guarantor or Subsidiary of a Guarantor;


 


(d)                                 Indebtedness
under performance bonds, surety bonds or letter of credit obligations to
provide security under worker’s compensation laws, unemployment insurance, old
age pensions, or other social security or retirement benefits, or similar
legislation, and bank overdrafts, in each case, incurred in the ordinary course
of business;


 


(e)                                  Indebtedness
of any Subsidiary existing as of the date hereof (other than Indebtedness
described in clause (a) or (b) above), and any renewal and refinancing thereof,
provided that the principal amount thereof is not increased and no other
Subsidiary becomes obligated in respect thereof (except that (i) the Borrower
and any of its Subsidiaries may become obligated in respect of any such Indebtedness
of a Guarantor or any of its Subsidiaries, and (ii) any Subsidiary which is
neither a Guarantor nor a Subsidiary of a Guarantor may become obligated in
respect of any such Indebtedness);


 


(f)                                    Indebtedness
under Hedging Agreements entered into in the ordinary course of business and
not for speculative purposes;


 


(g)                                 Indebtedness
(to the extent such Indebtedness either (i) arises under clause (i) of the
definition of “Indebtedness” or (ii) would not be reflected as indebtedness on
a balance sheet of the Borrower and its Subsidiaries, calculated on a
consolidated basis) under any Cananwill Securitization; and


 


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(h)                                 other
Indebtedness in an aggregate amount outstanding at any time not to exceed
€800,000,000 minus the amount of Indebtedness then outstanding under the Euro
Facility and any renewal or refinancing thereof.


 


6.21.                        Acquisitions.
The Borrower will not make, or permit any of its Subsidiaries to make, any
Acquisition, unless (a) after giving effect to such Acquisition, no Default
shall have occurred or be continuing or would result from such Acquisition, (b)
after giving effect to such Acquisition, the Borrower would be in pro forma
compliance with Section 6.17 hereof as of the most recently ended Fiscal
Quarter for which financial statements have been delivered under Section 6.1,
(c) the aggregate consideration (as determined reasonably and in good faith by
the Borrower) for all such Acquisitions in any Fiscal Year does not exceed 10%
of the consolidated assets of the Borrower and its Subsidiaries as of the end
of the preceding Fiscal Year, (d) the aggregate consideration (as determined
reasonably and in good faith by the Borrower) for all such Acquisitions after
the date of this Agreement does not exceed 25% of the consolidated assets of
the Borrower and its Subsidiaries as of December 31, 2004 or, if higher,
as of the end of the Fiscal Quarter immediately preceding the date on which
such determination is made, (e) after giving effect to any such Acquisition,
Guarantor Adjusted EBITDA is not less than the Minimum Guarantor EBITDA, and
(f) such Acquisition is not otherwise prohibited by the terms hereof.


 


ARTICLE VII

DEFAULTS


 


The occurrence of any one or more of the
following events shall constitute a Default:


 


7.1.                              Any
representation or warranty made or deemed made by or on behalf of the Borrower
or any of its Subsidiaries to the Lenders or the Administrative Agent under or
in connection with this Agreement, any other Loan Document, any Credit Extension,
or any certificate or information delivered in connection with this Agreement
or any other Loan Document shall be false in any material respect on the date
as of which made or deemed made.


 


7.2.                              Nonpayment
of any principal of any Loan when due, nonpayment of any Reimbursement
Obligation within one (1) Business Day after the same becomes due or nonpayment
of any interest upon any Loan or of any facility fee, utilization fee, LC Fee
or other fee or obligation under any of the Loan Documents within three (3)
Business Days after the same becomes due.


 


7.3.                              The
breach by the Borrower of any of the terms or provisions of Section 6.2,
Section 6.3(a) or Sections 6.10 through 6.21.


 


7.4.                              The
breach by the Borrower or (prior to the Guaranty Termination Date) any Guarantor
(other than a breach which constitutes a Default under Section 7.1,
7.2 or 7.3) of any of the terms or provisions of this Agreement
or any Subsidiary Guaranty to which it is a party which is not remedied within
twenty (20) days after written notice from the Administrative Agent or any
Lender.


 


7.5.                              Failure
of the Borrower or any of its Subsidiaries to pay any Indebtedness aggregating
in excess of $25,000,000 when due; or the default by the Borrower or any of its


 


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Subsidiaries in the performance of any term, provision or condition
contained in any agreement or agreements under which any such Indebtedness was
created or is governed, or the occurrence of any other event or existence of
any other condition, the effect of any of which is to cause, or to permit the
holder or holders of such Indebtedness to cause, such Indebtedness to become
due prior to its stated maturity; or any such Indebtedness of the Borrower or
any of its Subsidiaries shall be declared to be due and payable or required to
be prepaid (other than by a regularly scheduled payment) prior to the stated
maturity thereof.


 


7.6.                              The
Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(a) have an order for relief entered with respect to it under the Federal
bankruptcy laws as now or hereafter in effect, (b) make an assignment for the
benefit of creditors, (c) apply for, seek, consent to, or acquiesce in, the
appointment of a receiver, custodian, trustee, examiner, liquidator or similar
official for it or any Substantial Portion of its Property, (d) institute any
proceeding seeking an order for relief under the Federal bankruptcy laws as now
or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding-up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file
an answer or other pleading denying the material allegations of any such
proceeding filed against it, (e) take any corporate action to authorize or
effect any of the foregoing actions set forth in this Section 7.6,
(f) fail to contest in good faith any appointment or proceeding described in Section 7.7
or (g) become unable to pay, not pay, or admit in writing its inability to pay,
its debts generally as they become due.


 


7.7.                              Without
the application, approval or consent of the Borrower or any of its
Subsidiaries, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section 7.6(d)
shall be instituted against the Borrower or any of its Subsidiaries and such
appointment continues undischarged or such proceeding continues undismissed or
unstayed for a period of sixty (60) consecutive days.


 


7.8.                              Any
court, government or governmental agency shall condemn, seize or otherwise
appropriate, or take custody or control of (each, a “Condemnation”), all
or any portion of the Property of the Borrower and its Subsidiaries which, when
taken together with all other Property of the Borrower and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such Condemnation
occurs, constitutes a Substantial Portion.


 


7.9.                              The
Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay,
bond or otherwise discharge any judgment or order for the payment of money in
excess of $25,000,000 (or multiple judgments or orders for the payment of an
aggregate amount in excess of $50,000,000), which is not stayed on appeal or
otherwise being appropriately contested in good faith and as to which no
enforcement actions have been commenced.


 


7.10.                        Any
Change in Control shall occur.


 


7.11.                        (a)
It shall be determined by the Borrower or any Subsidiary or the actuary of
either that the Funded Current Liability Percentage of any Single Employer Plan
is such that the


 


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Borrower or any Subsidiary shall be required to make a Deficit
Reduction Contribution for such Plan with respect to any plan year or (b) any
Termination Event shall occur in connection with any Plan which could
reasonably be expected to have a Material Adverse Effect.


 


7.12.                        Prior
to the Guaranty Termination Date, any Subsidiary Guaranty after delivery
thereof pursuant to this Agreement shall for any reason cease to be valid and
binding on or enforceable against any Loan Party party to it, or any such Loan
Party shall so state in writing.


 


ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES


 


8.1.                              Acceleration;
Facility LC Collateral Account. 
(a)  If any Default described in Section 7.6 or 7.7
occurs with respect to the Borrower or (prior to the Guaranty Termination Date)
any Guarantor, the obligations of the Lenders to make Loans hereunder and the
obligation and power of the LC Issuers to issue Facility LCs shall automatically
terminate and the Obligations shall immediately become due and payable without
any election or action on the part of the Administrative Agent, any LC Issuer
or any Lender and the Borrower will be and become thereby unconditionally
obligated, without any further notice, act or demand, to pay to the
Administrative Agent in immediately available funds, which funds shall be held
in the Facility LC Collateral Account, an amount equal to the excess of
(i) the amount of LC Obligations at such time, over (ii) the amount
on deposit in the Facility LC Collateral Account at such time which is free and
clear of all rights and claims of third parties and has not been applied
against the Reimbursement Obligations (such excess amount, the “Collateral
Shortfall Amount”).  If any other
Default occurs, the Required Lenders (or the Administrative Agent with the
consent or upon the instruction of the Required Lenders) may (i) terminate or
suspend the obligations of the Lenders to make Loans hereunder and the obligation
and power of the LC Issuers to issue Facility LCs, or declare the Obligations
to be due and payable, or both, whereupon the Obligations shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which the Borrower hereby expressly waives, and (ii) upon
notice to the Borrower and in addition to the continuing right to demand
payment of all amounts payable under this Agreement, make demand on the
Borrower to pay, and the Borrower will, forthwith upon such demand and without
any further notice or act, pay to the Administrative Agent the Collateral
Shortfall Amount, which funds shall be deposited in the Facility LC Collateral
Account for application as provided below.


 


(b)                                 If
at any time while any Default is continuing, the Administrative Agent
determines that the Collateral Shortfall Amount at such time is greater than
zero, the Administrative Agent may make demand on the Borrower to pay, and the
Borrower will, forthwith upon such demand and without any further notice or
act, pay to the Administrative Agent the Collateral Shortfall Amount, which
funds shall be deposited in the Facility LC Collateral Account for application
as provided below.


 


(c)                                  The
Administrative Agent may, at any time or from time to time after funds are
deposited in the Facility LC Collateral Account, apply such funds to the
payment of the Reimbursement Obligations and (only if a Default under Section 7.2
has occurred with respect thereto and is continuing) to the payment of any
other amounts as shall from time to time be due


 


48





















 


and payable to the Lenders, the Administrative Agent or the LC Issuers
under the Loan Documents.


 


(d)                                 At
any time while any Default is continuing, neither the Borrower nor any Person
claiming on behalf of or through the Borrower shall have any right to withdraw
any of the funds held in the Facility LC Collateral Account.  After all of the Reimbursement Obligations
have been indefeasibly paid in full, any funds remaining in the Facility LC
Collateral Account shall be returned by the Administrative Agent to the
Borrower or paid to whomever may be legally entitled thereto at such time.


 


(e)                                  If,
within ten (10)  Business Days after (i)
acceleration of the maturity of the Obligations or (ii) termination of the
obligations of the Lenders to make Loans and the obligation of the LC Issuers
to issue Facility LCs hereunder as a result of any Default (other than any
Default as described in Section 7.6 or 7.7 with respect to
the Borrower) and before any judgment or decree for the payment of the
Obligations due shall have been obtained or entered, the Required Lenders (or,
in the case of an acceleration and/or termination upon the occurrence of a
Default under Section 7.10, the Modified Required Lenders), in
their sole discretion, shall so direct the Administrative Agent, then the
Administrative Agent shall, by notice to the Borrower, rescind and annul such
acceleration and/or termination.


 


8.2.                              Amendments.  Subject to the provisions of this Article VIII,
the Required Lenders (or the Administrative Agent with the consent in writing
of the Required Lenders) and the Borrower may enter into agreements
supplemental hereto for the purpose of adding or modifying any provisions to
the Loan Documents or changing in any manner the rights of the Lenders or the
Borrower hereunder or thereunder or waiving any Default hereunder or
thereunder; provided, however, that no such supplemental
agreement shall, without the consent of each Lender:


 


(a)                                  Extend
the Facility Termination Date, compromise or forgive the principal amount of
any Loan or Reimbursement Obligation, or reduce the rate of interest or
compromise or forgive payment of interest on any Loan or Reimbursement
Obligation, or reduce the amount of any fee payable hereunder;


 


(b)                                 Reduce
the percentage specified in the definition of Required Lenders or Modified
Required Lenders;


 


(c)                                  Increase
the amount of the Commitment of any Lender hereunder;


 


(d)                                 Amend
this Section 8.2;


 


(e)                                  Permit
any assignment by the Borrower of its Obligations or its rights hereunder;


 


(f)                                    Except
to the extent expressly permitted hereby, extend the expiry date of any
Facility LC beyond the Facility Termination Date or increase or extend the
commitment of any LC Issuer to issue Facility LCs;


 


(g)                                 Postpone
the date fixed for any payment of principal of or interest on any Loan or
Reimbursement Obligation; or


 


49





















 


(h)                                 release
any of the Cash Collateral provided pursuant to Section 2.19.13
(except for amounts in excess of the amount required by such section).


 


provided, further,
that no such supplemental agreement shall, without the consent of the Modified
Required Lenders, (i) amend the definition of “Change in Control”, (ii) amend
or waive Section 7.10, or (iii) reduce or limit the obligations of
any Guarantor under Section 1 of the Subsidiary Guaranty to which it is a
party or release any such Subsidiary Guaranty.


 


                                                No
amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent and no amendment of any provision relating to any LC Issuer shall be
effective without the written consent of such LC Issuer.  The Administrative Agent may waive payment of
the fee required under Section 12.3.2 without obtaining the consent
of any other party to this Agreement.


 


8.3.                              Preservation
of Rights.  No delay or
omission of the Lenders, any LC Issuer or the Administrative Agent to exercise
any right under the Loan Documents shall impair such right or be construed to
be a waiver of any Default or an acquiescence therein, and the making of a
Credit Extension notwithstanding the existence of a Default or the inability of
the Borrower to satisfy the conditions precedent to such Credit Extension shall
not constitute any waiver or acquiescence. 
Any single or partial exercise of any such right shall not preclude
other or further exercise thereof or the exercise of any other right, and no
waiver, amendment or other variation of the terms, conditions or provisions of
the Loan Documents whatsoever shall be valid unless in writing signed by the
Lenders required pursuant to Section 8.2, and then only to the
extent in such writing specifically set forth. 
All remedies contained in the Loan Documents or by law afforded shall be
cumulative and all shall be available to the Administrative Agent, the LC
Issuers and the Lenders until the Obligations have been paid in full.


 


ARTICLE IX

GENERAL PROVISIONS


 


9.1.                              Survival
of Representations.  All
representations and warranties of the Borrower contained in this Agreement or
of the Borrower or any Subsidiary contained in any Loan Document shall survive
the making of the Credit Extensions herein contemplated.


 


9.2.                              Governmental
Regulation.  Anything
contained in this Agreement to the contrary notwithstanding, neither any LC
Issuer nor any Lender shall be obligated to extend credit to the Borrower in
violation of any limitation or prohibition provided by any applicable statute
or regulation.


 


9.3.                              Headings.  Section headings in the Loan Documents
are for convenience of reference only, and shall not govern the interpretation
of any of the provisions of the Loan Documents.


 


9.4.                              Entire
Agreement.  The Loan Documents
embody the entire agreement and understanding among the Borrower, the
Guarantors, the Administrative Agent, the LC Issuers and the Lenders and
supersede all prior agreements and understandings among the Borrower, the
Guarantors, the Administrative Agent, the LC Issuers and the Lenders relating
to the subject matter thereof other than the fee letter described in Section 10.13.


 


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9.5.                              Several
Obligations; Benefits of this Agreement.  The respective obligations of the Lenders
hereunder are several and not joint and no Lender shall be the partner or agent
of any other (except to the extent to which the Administrative Agent is
authorized to act as such).  The failure
of any Lender to perform any of its obligations hereunder shall not relieve any
other Lender from any of its obligations hereunder.  This Agreement shall not be construed so as
to confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns; provided, however,
that the parties hereto expressly agree that each of the Arrangers shall enjoy
the benefits of the provisions of Sections 9.6, 9.10 and 10.11
to the extent specifically set forth therein and shall have the right to
enforce such provisions on its own behalf and in its own name to the same
extent as if it were a party to this Agreement.


 


9.6.                              Expenses;
Indemnification.  The Borrower
shall reimburse the Administrative Agent and the Arrangers for any costs,
internal charges and out-of-pocket expenses (including attorneys’ fees and time
charges of attorneys for the Administrative Agent or the Arrangers, which
attorneys may be employees of the Administrative Agent or the Arrangers) paid
or incurred by the Administrative Agent or the Arrangers in connection with the
preparation, negotiation, execution, delivery, syndication, distribution
(including, without limitation, via the internet), review, amendment,
modification, and administration of the Loan Documents.  The Borrower also agrees to reimburse the
Administrative Agent, the Arrangers, the LC Issuers and the Lenders for any
costs, internal charges and out-of-pocket expenses (including attorneys’ fees
and time charges of attorneys for the Administrative Agent, the Arrangers, the
LC Issuers and the Lenders, which attorneys may be employees of the
Administrative Agent, the Arrangers, the LC Issuers or the Lenders) paid or
incurred by the Administrative Agent, the Arrangers, any LC Issuer or any
Lender in connection with the collection of the Obligations or the enforcement
of the Loan Documents.  The Borrower
further agrees to indemnify the Administrative Agent, the Arrangers, each LC
Issuer and each Lender, their respective affiliates, and each of their
directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the
Administrative Agent, the Arrangers, any LC Issuer or any Lender or any
affiliate is a party thereto and whether brought by any Loan Party or any other
Person) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby, or
the direct or indirect application or proposed application of the proceeds of
any Credit Extension hereunder except to the extent that they are determined in
a final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the party seeking
indemnification.  The obligations of the
Borrower under this Section 9.6 shall survive the termination of
this Agreement.


 


9.7.                              Numbers
of Documents.  All statements,
notices, closing documents, and requests hereunder shall be furnished to the
Administrative Agent with sufficient counterparts so that the Administrative
Agent may furnish one to each LC Issuer and each of the Lenders.


 


9.8.                              Accounting.  Except as provided to the contrary herein,
all accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.


 


9.9.                              Severability
of Provisions.  Any provision
in any Loan Document that is held to be inoperative, unenforceable, or invalid
in any jurisdiction shall, as to that jurisdiction, be


 


51





















 


inoperative, unenforceable, or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforceability, or validity
of that provision in any other jurisdiction, and to this end the provisions of
all Loan Documents are declared to be severable.


 


9.10.                        Nonliability
of Lenders.  The relationship
between the Borrower on the one hand and the Lenders, each LC Issuer and the
Administrative Agent on the other hand shall be solely that of borrower and
lender.  Neither the Administrative
Agent, the Arrangers nor any Lender shall have any fiduciary responsibilities
to the Borrower.  Neither the
Administrative Agent, the Arrangers, any LC Issuer nor any Lender undertakes
any responsibility to the Borrower to review or inform the Borrower of any
matter in connection with any phase of the Borrower’s business or
operations.  Neither the Administrative
Agent, the Arrangers, any LC Issuer nor any Lender shall have any liability
with respect to, and the Borrower hereby waives, releases and agrees not to sue
for, any special, indirect, consequential or punitive damages suffered by the
Borrower in connection with, arising out of, or in any way related to the Loan
Documents or the transactions contemplated thereby.


 


9.11.                        Confidentiality.  Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement
in confidence, except for disclosure (i) to its Affiliates and to other Lenders
(and prospective Lenders) and their respective Affiliates, (ii) to legal
counsel, accountants, and other professional advisors to such Lender or to a
Transferee (or prospective Transferee), (iii) to regulatory officials or self-regulatory
bodies, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender’s direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.4. 
Without limiting Section 9.4, the Borrower agrees that the
terms of this Section 9.11 shall set forth the entire agreement
between the Borrower and each Lender (including the Administrative Agent) with
respect to any confidential information previously or hereafter received by
such Lender in connection with this Agreement, and this Section 9.11
shall supersede any and all prior confidentiality agreements entered into by
such Lender with respect to such confidential information.


 


9.12.                        Disclosure.  The Borrower and each Lender hereby
acknowledge and agree that Citibank and/or its Affiliates from time to time may
hold investments in, make other loans to or have other relationships with the
Borrower and its Affiliates.


 


9.13.                        USA
PATRIOT ACT NOTIFICATION. 
Each Lender 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)) (the “Act”), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such
Lender to identify the Borrower in accordance with the Act.  The Borrower shall provide such information
promptly upon the request of a Lender.


 


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ARTICLE X

THE ADMINISTRATIVE AGENT


 


10.1.                        Appointment.  Citibank, N.A. is hereby appointed by each of
the Lenders as its contractual representative (herein referred to as the “Administrative
Agent”) hereunder and under each other Loan Document, and each of the Lenders
irrevocably (subject to Section 10.12) authorizes the Administrative
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents.  The Administrative Agent agrees to act as
such contractual representative upon the express conditions contained in this Article
X.  Notwithstanding the use of the
defined term “Administrative Agent,” it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary responsibilities to any
Lender by reason of this Agreement or any other Loan Document and that the
Administrative Agent is merely acting as the contractual representative of the
Lenders with only those duties as are expressly set forth in this Agreement and
the other Loan Documents.  In its
capacity as the Lenders’ contractual representative, the Administrative Agent
(i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is
a “representative” of the Lenders within the meaning of Section 1-201 of the
Uniform Commercial Code and (iii) is acting as an independent contractor, the
rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. 
Each of the Lenders hereby agrees to assert no claim against the
Administrative Agent on any agency theory or any other theory of liability for
breach of fiduciary duty, all of which claims each Lender hereby waives.


 


10.2.                        Powers.  The Administrative Agent shall have and may
exercise such powers under the Loan Documents as are specifically delegated to
the Administrative Agent by the terms of each thereof, together with such
powers as are reasonably incidental thereto. 
The Administrative Agent shall have no implied duties to the Lenders, or
any obligation to the Lenders to take any action thereunder, except any action
specifically provided by the Loan Documents to be taken by the Administrative
Agent.


 


10.3.                        General Immunity.  Neither the Administrative Agent nor any of
its directors, officers, agents or employees shall be liable to the Borrower or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.


 


10.4.                        No
Responsibility for Loans, Recitals, etc.  Neither the Administrative Agent nor any of
its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into, or verify (a) any statement, warranty or
representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV,
except receipt of items required to be delivered solely to the Administrative
Agent; (d) the existence or possible existence of any Default or Unmatured
Default; (e) the validity, enforceability, effectiveness, sufficiency or
genuineness of any Loan Document or any other instrument or writing furnished
in connection


 


53





















 


therewith; (f) the value,
sufficiency, creation, perfection or priority of any Lien in any collateral
security; or (g) the financial condition of the Borrower or any Guarantor of
any of the Obligations or of any of the Borrower’s or any such Guarantor’s
respective Subsidiaries.  The
Administrative Agent shall have no duty to disclose to the Lenders information
that is not required to be furnished by the Borrower to the Administrative
Agent at such time, but is voluntarily furnished by the Borrower or any other
Person to the Administrative Agent (either in its capacity as Administrative
Agent or in its individual capacity).


 


10.5.                        Action
on Instructions of Lenders. 
The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and under any other Loan
Document in accordance with written instructions signed by the Required Lenders
or, if expressly required hereunder, the Modified Required Lenders or all the
Lenders, and such instructions and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders. 
The Lenders hereby acknowledge that the Administrative Agent shall be
under no duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Agreement or any other Loan Document unless
it shall be requested in writing to do so by the Required Lenders or, if
expressly required hereunder, the Modified Required Lenders or all the
Lenders.  The Administrative Agent shall
be fully justified in failing or refusing to take any action hereunder and
under any other Loan Document unless it shall first be indemnified to its
satisfaction by the Lenders pro rata against any and all liability, cost and
expense that it may incur by reason of taking or continuing to take any such
action.


 


10.6.                        Employment
of Administrative Agents and Counsel.  The Administrative Agent may execute any of
its duties as Administrative Agent hereunder and under any other Loan Document
by or through employees, agents and attorneys-in-fact and shall not be
answerable to the Lenders, except as to money or securities received by it or
its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care.  The Administrative Agent shall be entitled to
advice of counsel concerning the contractual arrangement between the
Administrative Agent and the Lenders and all matters pertaining to the
Administrative Agent’s duties hereunder and under any other Loan Document.


 


10.7.                        Reliance
on Documents; Counsel.  The
Administrative Agent shall be entitled to rely upon any Note, notice, consent,
certificate, affidavit, letter, telegram, statement, paper or document believed
by it to be genuine and correct and to have been signed or sent by the proper
person or persons, and, in respect to legal matters, upon the opinion of
counsel selected by the Administrative Agent, which counsel may be employees of
the Administrative Agent.


 


10.8.                        Administrative
Agent’s Reimbursement and Indemnification.  The Lenders agree to reimburse and indemnify
the Administrative Agent ratably in proportion to their respective Commitments
(or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Borrower for which the Administrative Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
expenses incurred by the Administrative Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents (including, without limitation, for any
expenses incurred by the Administrative Agent in connection with any dispute
between the Administrative Agent and any Lender or between two or more of the
Lenders) and (iii) for any liabilities, obligations,


 


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losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Administrative Agent in connection
with any dispute between the Administrative Agent and any Lender or between two
or more of the Lenders), or the enforcement of any of the terms of the Loan
Documents or of any such other documents, provided that (A) no Lender
shall be liable for any of the foregoing to the extent any of the foregoing is
found in a final non-appealable judgment by a court of competent jurisdiction
to have resulted from the gross negligence or willful misconduct of the
Administrative Agent and (B) any indemnification required pursuant to Section
3.5(g) shall, notwithstanding the provisions of this Section 10.8,
be paid by the relevant Lender in accordance with the provisions thereof.  The obligations of the Lenders under this Section
10.8 shall survive payment of the Obligations and termination of this
Agreement.


 


10.9.                        Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Unmatured
Default hereunder unless the Administrative Agent has received written notice
from a Lender or the Borrower referring to this Agreement describing such
Default or Unmatured Default and stating that such notice is a “notice of
default”.  In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders.


 


10.10.                  Rights as a Lender.  In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers
hereunder and under any other Loan Document with respect to its Commitment and
its Loans as any Lender and may exercise the same as though it were not the
Administrative Agent, and the term “Lender” or “Lenders” shall, at any time
when the Administrative Agent is a Lender, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity.  The Administrative Agent and its Affiliates
may accept deposits from, lend money to, and generally engage in any kind of
trust, debt, equity or other transaction, in addition to those contemplated by
this Agreement or any other Loan Document, with the Borrower or any of its
Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby
from engaging with any other Person.  The
Administrative Agent, in its individual capacity, is not obligated to remain a
Lender.


 


10.11.                  Lender Credit
Decision.  Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent, the Arrangers or any other Lender and based on the
financial statements prepared by the Borrower and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan Documents.  Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent, the Arrangers
or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.


 


10.12.                  Successor
Administrative Agent.  The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower, such resignation to be effective upon the
appointment of a successor Administrative Agent or, if no successor


 


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Administrative Agent has been
appointed, 45 days after the retiring Administrative Agent gives notice of its
intention to resign.  The Administrative
Agent may be removed at any time with or without cause by written notice
received by the Administrative Agent from the Required Lenders, such removal to
be effective on the date specified by the Required Lenders.  Upon any such resignation or removal, the
Required Lenders shall have the right to appoint, on behalf of the Borrower and
the Lenders, a successor Administrative Agent. 
If no successor Administrative Agent shall have been so appointed by the
Required Lenders within thirty (30) days after the resigning Administrative
Agent’s giving notice of its intention to resign, then the resigning
Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Administrative Agent. 
Notwithstanding the previous sentence, the Administrative Agent may at
any time without the consent of the Borrower or any Lender, appoint any of its
Affiliates which is a commercial bank as a successor Administrative Agent
hereunder.  If the Administrative Agent
has resigned or been removed and no successor Administrative Agent has been
appointed, the Lenders may perform all the duties of the Administrative Agent
hereunder and the Borrower shall make all payments in respect of the
Obligations to the applicable Lender and for all other purposes shall deal
directly with the Lenders; provided such Lenders so performing such
duties shall be deemed to be an Administrative Agent hereunder with full
benefit of all provisions indemnifying the Administrative Agent hereunder.  No successor Administrative Agent shall be
deemed to be appointed hereunder until such successor Administrative Agent has
accepted the appointment.  Any such
successor Administrative Agent shall be a commercial bank having capital and
retained earnings of at least $100,000,000. 
Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the resigning or removed Administrative Agent.  Upon the effectiveness of the resignation or
removal of the Administrative Agent, the resigning or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the Loan Documents.  After the effectiveness
of the resignation or removal of an Administrative Agent, the provisions of
this Article X shall continue in effect for the benefit of such
Administrative Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Administrative Agent hereunder and under the
other Loan Documents.


 


10.13.                  Fees.  The Borrower agrees to pay to the
Administrative Agent and Citigroup Global Markets Inc., for their respective
accounts, the fees agreed to by the Borrower, the Administrative Agent and the
Arrangers pursuant to that certain letter agreement dated December 16, 2004, or
as otherwise agreed from time to time.


 


10.14.                  Delegation to
Affiliates.  The Borrower and
the Lenders agree that the Administrative Agent may delegate any of its duties
under this Agreement to any of its Affiliates. 
Any such Affiliate (and such Affiliate’s directors, officers, agents and
employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Administrative Agent is entitled under Articles
IX and X.


 


10.15.                  Arrangers and
Syndication Agents.  None of
the Lenders (or affiliates of Lenders) identified in this Agreement as the “Syndication
Agents” or “Arrangers” or “Sole Book Manager” or “Documentation Agent” shall
have any right, power, obligation, liability, responsibility or duty under this
Agreement in such identified capacity other than those (in the


 


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case of those who are Lenders)
applicable to all Lenders as such. 
Without limiting the foregoing, none of such Lenders (or affiliates of
Lenders) shall have or be deemed to have a fiduciary relationship with any
Lender.  Each Lender hereby makes the
same acknowledgments with respect to such Lenders (and such affiliates) as it
makes with respect to the Administrative Agent in Section 10.11.


 


ARTICLE
XI

SETOFF; RATABLE PAYMENTS


 


11.1.                        Setoff.  In addition to, and without limitation of,
any rights of the Lenders under applicable law, if the Borrower becomes
insolvent, however evidenced, or any Default occurs, any and all deposits
(including all account balances, whether provisional or final and whether or
not collected or available) and any other Indebtedness at any time held or owing
by any Lender or any Affiliate of any Lender to or for the credit or account of
the Borrower may be offset and applied toward the payment of the Obligations
owing to such Lender, whether or not the Obligations, or any part thereof,
shall then be due.


 


11.2.                        Ratable Payments.  If any Lender, whether by setoff or
otherwise, has payment made to it upon its Outstanding Credit Exposure (other
than payments received pursuant to Section 3.1, 3.2, 3.4, 3.5
or 9.6) in a greater proportion than that received by any other Lender,
such Lender agrees, promptly upon demand, to purchase a portion of the
Aggregate Outstanding Credit Exposure held by the other Lenders so that after
such purchase each Lender will hold its ratable proportion of the Aggregate
Outstanding Credit Exposure.  If any
Lender, whether in connection with setoff or amounts which might be subject to
setoff or otherwise, receives collateral or other protection for its
Obligations or such amounts which may be subject to setoff, such Lender agrees,
promptly upon demand, to take such action necessary such that all Lenders share
in the benefits of such collateral ratably in proportion to their Aggregate
Outstanding Credit Exposure.  In case any
such payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.


 


ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


 


12.1.                        Successors
and Assigns.  The terms and
provisions of the Loan Documents shall be binding upon and inure to the benefit
of the Borrower and the Lenders and their respective successors and assigns
permitted hereby, except that (i) the Borrower shall not have the right to
assign its rights or obligations under the Loan Documents, (ii) any assignment
by any Lender must be made in compliance with Section 12.3 and (iii) any
participation must be made in compliance with Section 12.2.  Any attempted assignment or transfer by any
party not made in compliance with this Section 12.1 shall be null and
void, unless such attempted assignment or transfer is treated as a
participation in accordance with Section 12.3.2.  The parties to this Agreement acknowledge
that clause (ii) of this Section 12.1 relates only to absolute
assignments and this Section 12.1 does not prohibit assignments creating
security interests, including, without limitation, (A) any pledge or assignment
by any Lender of all or any portion of its rights under this Agreement and any
Note to a Federal Reserve Bank or (B) in the case of a Lender which is a Fund,
any pledge or assignment of all or any portion of its rights under this
Agreement and any Note to its trustee in support of its obligations to its
trustee; provided, however, that
no such


 


57





















 


pledge or assignment creating a
security interest shall release the transferor Lender from its obligations
hereunder unless and until the parties thereto have complied with the
provisions of Section 12.3.  The
Administrative Agent may treat the Person which made any Loan or which holds
any Note as the owner thereof for all purposes hereof unless and until such
Person complies with Section 12.3; provided, however, that
the Administrative Agent may in its discretion (but shall not be required to)
follow instructions from the Person which made any Loan or which holds any Note
to direct payments relating to such Loan or Note to another Person.  Any assignee of the rights to any Loan or any
Note agrees by acceptance of such assignment to be bound by all the terms and
provisions of the Loan Documents.  Any
request, authority or consent of any Person, who at the time of making such
request or giving such authority or consent is the owner of the rights to any
Loan (whether or not a Note has been issued in evidence thereof), shall be
conclusive and binding on any subsequent holder or assignee of the rights to
such Loan.


 


12.2.                        Participations.


 


12.2.1.               Permitted Participants; Effect.  Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time sell to one or more
banks or other entities (“Participants”) participating interests in any
Outstanding Credit Exposure of such Lender, any Note held by such Lender, any
Commitment of such Lender or any other interest of such Lender under the Loan
Documents.  In the event of any such sale
by a Lender of participating interests to a Participant, such Lender’s
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of its Outstanding Credit
Exposure and the holder of any Note issued to it in evidence thereof for all
purposes under the Loan Documents, all amounts payable by the Borrower under
this Agreement shall be determined as if such Lender had not sold such
participating interests, and the Borrower and the Administrative Agent shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under the Loan Documents.


 


12.2.2.               Voting Rights.  Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Credit Extension or Commitment in
which such Participant has an interest which would require consent of all of
the Lenders pursuant to the terms of Section 8.2 or of any other Loan
Document.


 


12.2.3.               Benefit
of Certain Provisions.  The Borrower
agrees that each Participant which has been identified as such to the Borrower
in writing shall be deemed to have the right of setoff provided in Section
11.1 in respect of its participating interest in amounts owing under the
Loan Documents to the same extent as if the amount of its participating
interest were owing directly to it as a Lender under the Loan Documents; provided,
that each Lender shall retain the right of setoff provided in Section 11.1
with respect to the amount of participating interests sold to each
Participant.  The Lenders agree to share
with each Participant, and each Participant, by exercising the right of setoff
provided in Section 11.1, agrees to share with each Lender, any amount
received pursuant to the


 


58





















 


exercise of its right of setoff, such amounts to be shared in
accordance with Section 11.2 as if each Participant were a Lender.  The Borrower further agrees that each
Participant shall be entitled to the benefits of Sections 3.1, 3.2,
3.4 and 3.5 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to Section 12.3, provided
that (i) a Participant shall not be entitled to receive any greater payment
under Section 3.1, 3.2 or 3.5 than the Lender who sold the
participating interest to such Participant would have received had it retained
such interest for its own account, unless the sale of such interest to such
Participant is made with the prior written consent of the Borrower, and (ii)
any Participant not incorporated under the laws of the United States of America
or any State thereof agrees to comply with the provisions of Section 3.5
to the same extent as if it were a Lender.


 


12.3.                        Assignments.


 


12.3.1.               Permitted Assignments.  Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or
more banks or other entities (“Purchasers”) all or any part of its
rights and obligations under the Loan Documents, provided unless a Default or
Unmatured Default has occurred and is continuing at the time of such
assignment, no Lender or other assignee shall acquire rights under any such
assignment that would cause the Commitment of such Lender or assignee to be
greater than 20% of the Aggregate Commitment. 
Such assignment shall be substantially in the form of Exhibit D
or in such other form as may be agreed to by the parties thereto.  The consent of the Borrower and the
Administrative Agent shall be required prior to an assignment becoming
effective with respect to a Purchaser which is not a Lender, an Affiliate
thereof or an Approved Fund; provided, however, that if a Default
has occurred and is continuing, the consent of the Borrower shall not be
required.  Such consent shall not be
unreasonably withheld or delayed.  Each such
assignment with respect to a Purchaser which is not a Lender or an Affiliate
thereof shall (unless each of the Borrower and the Administrative Agent
otherwise consents) be in an amount not less than the lesser of (i) $10,000,000
and in increments of $1,000,000 in excess thereof or (ii) the remaining amount
of the assigning Lender’s Commitment or Outstanding Credit Exposure (if the
applicable Commitment has been terminated). 
The amount of the assignment shall be based on the Commitment or
Outstanding Credit Exposure (if the applicable Commitment has been terminated)
subject to the assignment, determined as of the date of such assignment or as
of the “Trade Date”, if the “Trade Date” is specified in the assignment.


 


12.3.2.               Effect; Effective Date.  Upon (i) delivery to the Administrative Agent
of an assignment, together with any consents required by Section 12.3.1,
and (ii) payment of a $3,500 fee to the Administrative Agent for processing
such assignment, such assignment shall become effective on the effective date
specified in such assignment.  The
assignment shall contain a representation by the Purchaser to the effect that
none of the consideration used to make the purchase of the Commitment and
Outstanding Credit Exposure under the applicable assignment agreement
constitutes “plan assets” as defined under ERISA and that the rights and
interests of the Purchaser in and under the Loan Documents will not be “plan
assets” under ERISA.  On and after the
effective date of such assignment, such Purchaser shall for all purposes be a
Lender party to this


 


59





















 


Agreement and
any other Loan Document executed by or on behalf of the Lenders and shall have
all the rights and obligations of a Lender under the Loan Documents, to the
same extent as if it were an original party hereto, and no further consent or
action by the Borrower, the Lenders or the Administrative Agent shall be
required to release the transferor Lender with respect to the percentage of the
Aggregate Commitment and Outstanding Credit Exposure assigned to such
Purchaser.  In the case of an assignment
covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a Lender hereunder but shall continue
to be entitled to the benefits of, and subject to, those provisions of this
Agreement and the other Loan Documents which survive payment of the Obligations
and termination of the applicable agreement. 
Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section 12.3 shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 12.2.  Upon the consummation of any assignment to a
Purchaser pursuant to this Section 12.3.2, the transferor Lender, the
Administrative Agent and the Borrower shall, if the transferor Lender or the
Purchaser desires that its Loans be evidenced by Notes, make appropriate
arrangements so that new Notes or, as appropriate, replacement Notes are issued
to such transferor Lender and new Notes or, as appropriate, replacement Notes,
are issued to such Purchaser, in each case in principal amounts reflecting
their respective Commitments, as adjusted pursuant to such assignment.


 


12.3.3.               Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, shall maintain at one of its offices
in New York, New York a copy of each Assignment and Assumption delivered to it
and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amounts of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive,
and the Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary.  The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.


 


12.4.                        Dissemination
of Information.  The Borrower
authorizes each Lender to disclose to any Participant or Purchaser or any other
Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”)
and any prospective Transferee any and all information in such Lender’s
possession concerning the creditworthiness of the Borrower and its
Subsidiaries; provided that each Transferee and prospective Transferee
agrees to be bound by Section 9.11 of this Agreement.


 


12.5.                        Tax Treatment.  If any interest in any Loan Document is
transferred to any Transferee which is not organized under the laws of the
United States or any State thereof, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.5(d).


 


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ARTICLE
XIII

NOTICES


 


13.1.                        Giving Notice.  Except as otherwise permitted by Section
2.14 with respect to borrowing notices, all notices, requests and other
communications to any party hereunder shall be in writing (including electronic
transmission, facsimile transmission or similar writing) and shall be given to
such party: (a) in the case of the Borrower, any LC Issuer or the
Administrative Agent, at its address or facsimile number set forth on the
signature pages hereof, (b) in the case of any Lender, at its address or
facsimile number set forth below its signature hereto or (c) in the case of any
party, at such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the Administrative Agent and the Borrower
in accordance with the provisions of this Section 13.1.  Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (ii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received or confirmed by email) at
the address specified in this Section; provided that notices to the
Administrative Agent under Article II shall not be effective until
received. Except as set forth below, notwithstanding anything to the contrary
in this Section, the Borrower shall furnish the materials described in Sections
6.1(a), 6.1(b) and 6.1(i) by email or by posting such
materials on an internet web site made available to the Lenders or as otherwise
specified to the Borrower by the Administrative Agent.


 


So long as
Citibank or any of its Affiliates is the Administrative Agent, materials
required to be delivered pursuant to Sections 6.1(a), 6.1(b) and 6.1(i)
shall be delivered to the Administrative Agent in an electronic medium in a
format acceptable to the Administrative Agent by e-mail at
oploanswebadmin@citigroup.com. The Borrower agrees that the Administrative
Agent may make such materials, as well as any other written information,
documents, instruments and other materials relating to the Borrower, any of its
Subsidiaries or any other materials or matters relating to this Agreement, the
Notes or any of the transactions contemplated hereby (collectively, the “Communications”)
available to the Lenders by posting such materials on Intralinks or a substantially
similar electronic system (the “Platform”).  The Borrower acknowledges that (i) the
distribution of material through an electronic medium is not necessarily secure
and that there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided “as is” and “as available” and
(iii) neither the Administrative Agent nor any of its Affiliates warrants the
accuracy, adequacy or completeness of the Communications or the Platform and
each expressly disclaims liability for errors or omissions in the
Communications or the Platform.  No
warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement
of third party rights or freedom from viruses or other code defects, is made by
the Administrative Agent or any of its Affiliates in connection with the
Platform.


 


Each Lender
agrees that notice to it (as provided in the next sentence) (a “Notice”)
specifying that any Communications have been posted to the Platform shall
constitute effective delivery of such information, documents or other materials
to such Lender for purposes of this Agreement; provided that if
requested by any Lender, the Administrative Agent shall deliver a copy of the
Communications to such Lender by email or telecopier.  Each Lender agrees (i) to


 


61





















 


notify the Administrative Agent
in writing of such Lender’s e-mail address to which a Notice may be sent by
electronic transmission (including by electronic communication) on or before
the date such Lender becomes a party to this Agreement (and from time to time
thereafter to ensure that the Administrative Agent has on record an effective
e-mail address for such Lender) and (ii) that any Notice may be sent to such
e-mail address.


 


13.2.                        Change of Address.  The Borrower, the Administrative Agent, any
LC Issuer and any Lender may each change the address for service of notice upon
it by a notice in writing to the other parties hereto.


 


ARTICLE
XIV

COUNTERPARTS


 


This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart.  This Agreement shall be effective when it has
been executed by the Borrower, the Administrative Agent, each LC Issuer and the
Lenders and each party has notified the Administrative Agent by facsimile
transmission or telephone that it has taken such action.


 


ARTICLE XV

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL


 


15.1.                        CHOICE OF LAW.  THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


15.2.                        CONSENT
TO JURISDICTION.  THE BORROWER
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE
BORROWER HEREBY (TO THE FULLEST EXTENT PERMITTED BY LAW) IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST
THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER OR ANY AFFILIATE
OF THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.


 


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15.3.                        WAIVER OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT, EACH
LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


 


[signature pages to follow]


 


63





















 


IN WITNESS WHEREOF, the Borrower, the Lenders, each LC Issuer and the
Administrative Agent have executed this Agreement as of the date first above
written.


 


	
   

  	
  AON CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane Aigotti

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Diane Aigotti

  
	
   

  	
   

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Aon Center

  200 East Randolph Drive

  Chicago, Illinois 60601

  Attn.: Diane Aigotti

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (312) 381-6060

  
	
   

  	
  Telephone:

  	
  (312) 381-3230

  
	
   

  	
  E-mail:

  	
  Diane_Aigotti@aon.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  individually and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter C. Bickford

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Peter C. Bickford

  
	
   

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  390 Greenwich St.

  New York, New York 10013

  Attn.: Judith Green

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 723-6794

  
	
   

  	
  Telephone:

  	
  (212) 723-8548

  
	
   

  	
  Email:

  	
  judith.green@citigroup.com

  
						



 





















 


	
   

  	
  ABN AMRO BANK N.V., as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neil R. Stein

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Neil R. Stein

  
	
   

  	
   

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bharat Bhojwani

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Bharat Bhojwani

  
	
   

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  540 West Madison Street,

  Suite 2621

  Chicago, IL 60661

  Attn.:  Credit Administration

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 409-1489

  
	
   

  	
  Telephone:

  	
  (212) 409-1718

  
	
   

  	
  Email:

  	
  neil.stein@abnamro.com

  
							



 


2





















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  individually and as LC Issuer of the
  Existing L/C

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Erin O’Rourke

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Erin O’Rourke

  
	
   

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  270 Park Avenue 22fl

  New York, NY 10017

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn.: 
  Erin O’Rourke

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 270-1511

  
	
   

  	
  Telephone:

  	
  (212) 270-1504

  
	
   

  	
  Email:
  erin.orourke@jpmorgan.com

  
					



 





















 


	
   

  	
  THE BANK OF NEW YORK, as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas McGinley

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Thomas McGinley

  
	
   

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Global Insurance Division

  One Wall Street, 17th Floor

  New York, NY 10286

  Attn.: Thomas McGinley, VP

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 809-9520

  
	
   

  	
  Telephone:

  	
  (212) 635-6466

  
	
   

  	
  Email:
  tmcginley@bankofny.com

  
					



 





















 


	
   

  	
  THE NORTHERN TRUST COMPANY,

  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Forrest Vollrath

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Forrest Vollrath

  
	
   

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  50 S. LaSalle, 11th Floor

  Chicago, IL 60675

  Attn.:  Ms. Sharon Jackson

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (312) 444-3502

  
	
   

  	
  Telephone:

  	
  (312) 630-1609

  
	
   

  	
  Email:

  
					



 





















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK,

  BRANCH, as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ruth Leung

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Ruth Leung

  
	
   

  	
   

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John S. McGill

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: John S. McGill

  
	
   

  	
   

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  60 Wall Street

  New York, NY 10005

  Attn.:  Ruth Leung

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 250-8650

  
	
   

  	
  Telephone:

  	
  (212) 797-0270

  
	
   

  	
  Email:
  ruth.leung@db.com

  
						



 





















 


	
   

  	
  THE BANK OF NOVA SCOTIA,

  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd Meller

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Todd Meller

  
	
   

  	
   

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  One Liberty Plaza

  New York, New York 10006

  Attn.:  David Mahmood

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 225-5090

  
	
   

  	
  Telephone:

  	
  (212) 225-5149

  
	
   

  	
  Email:
  david-mahmood@scotiacapital.com

  
					



 





















 


	
   

  	
  MORGAN STANLEY BANK,

  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Twenge

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Daniel Twenge

  
	
   

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1633 Broadway, 25th Floor

  New York, NY 10019

  
	
   

  	
   

  	
  Attn.:  Erma Dell’Aquila

  Edward Henley

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 537-1867/1866

  
	
   

  	
  Telephone:

  	
  (212) 537-1532/2484

  
	
   

  	
  Email:erma.dell’aquila@morganstanley.com

  
	
   

  	
   edward.henley@morganstanley.com

  



 





















 


	
   

  	
  ROYAL BANK OF CANADA,

  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alexander Birr

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Alexander Birr

  
	
   

  	
   

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  New York Branch

  One Liberty Plaza – 4th Floor

  New York, NY 10006

  Attn.:  Alexander Birr

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (212) 428-6201

  
	
   

  	
  Telephone:

  	
  (212) 428-6404

  
	
   

  	
  Email:
  alexander.birr@rbccm.com

  
					



 





















 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION,

  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Meyer

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Robert C. Meyer

  
	
   

  	
   

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beth McGinnis

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Beth McGinnis

  
	
   

  	
   

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  230 W. Monroe, Suite 2900

  MAC E2616-290

  Attn.:  Robert C. Meyer

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (312) 845-8606

  
	
   

  	
  Telephone:

  	
  (312) 345-8623

  
	
   

  	
  Email: meyerrc@wellsfargo.com

  
							



 





















 


	
   

  	
  PNC BANK, N.A.,

  individually and as LC Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Devine

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Paul Devine

  
	
   

  	
   

  
	
   

  	
  Title: Vice President & Credit Manager

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  One PNC Plaza, 2nd Floor

  249 Fifth Avenue

  Pittsburgh, PA

  Attn.:  Edward Chidiac

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (412) 762-6484

  
	
   

  	
  Telephone:

  	
  (412) 768-2642

  
	
   

  	
  Email:
  edward.chidiac@pnc.com

  
					



 





















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND, PLC,

  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Evan Tomaskovic

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Evan Tomaskovic

  
	
   

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  600 Steamboat Road

  Greenwich, CT 06830

  Attn.: Evan Tomaskovic

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (203) 618-6755

  
	
   

  	
  Telephone:

  	
  (203) 422-4782

  
	
   

  	
  Email:
  evan.tomaskovic@gcm.com

  
					



 





















 


	
   

  	
  FIFTH THIRD BANK (CHICAGO), a

  Michigan Banking Corporation, as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kim Puszczewicz

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Kim Puszczewicz

  
	
   

  	
   

  
	
   

  	
  Title: Assistant Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1701 West Golf Road

  MD GRLM9K

  Rolling Meadow, Illinois

  60008

  Attn.:  Kim Puszczewicz

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (847) 354-7133

  
	
   

  	
  Telephone:

  	
  (847) 354-7133

  
	
   

  	
  Email:
  kim.puszczewicz@53.com

  
					



 





















 


	
   

  	
  STATE STREET BANK AND TRUST

  COMPANY,

  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa Anne Boutiette

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: Lisa Anne Boutiette

  
	
   

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Insurance Credit Services

  2AvenuedeLafayette–LCC2N

  Boston, MA 02111

  Attn.:  Lisa Anne Boutiette

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (617) 662-2326

  
	
   

  	
  Telephone:

  	
  (617) 662-3262

  
	
   

  	
  Email:
  laboutiette@statestreet.com

  
					



 





















 


	
   

  	
  MERRILL LYNCH BANK USA,

  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Millett

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: David Millett

  
	
   

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  15W.SouthTemple, Suite 300

  Salt Lake City, UT 84101

  Attn.:  David Millett

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (801) 933-8641

  
	
   

  	
  Telephone:

  	
  (801) 526-8312

  
	
   

  	
  Email: david_millet@ml.com

  
					



 





















 


PRICING SCHEDULE


 


	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  
	
  Borrower Debt Rating*

  	
   

  	
  At least A- by S&P or A3 by Moody’s

  	
   

  	
  At least BBB+ by S&P or Baa1 by Moody’s

  	
   

  	
  At least BBB by S&P or Baa2 by Moody’s

  	
   

  	
  None of Levels I,

  II or III is

  applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Applicable Facility Fee Rate (bps)

  	
   

  	
  12.5

  	
   

  	
  15.0

  	
   

  	
  17.5

  	
   

  	
  20.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Applicable Margin for Eurodollar Rate
  Advances (bps)

  	
   

  	
  25.0

  	
   

  	
  35.0

  	
   

  	
  57.5

  	
   

  	
  80.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Applicable Utilization Fee Rate (bps)(1)

  	
   

  	
  12.5

  	
   

  	
  12.5

  	
   

  	
  12.5

  	
   

  	
  25.0

  



 










*                 In the event of a split rating, (a) if the
difference between the two ratings is greater than one sub-grade, the higher
rating shall be reduced by one sub-grade, and (b) if Aon Corporation is rated
BBB- or lower by S&P or Baa3 or lower by Moody’s, the higher rating shall
be ignored.


 


The
Applicable Margin, Applicable Facility Fee Rate and Applicable Utilization Fee
Rate shall be determined in accordance with the foregoing table based on the
Borrower Debt Ratings from time to time. 
The Borrower Debt Rating in effect on any date for the purposes of this
Schedule is that in effect at the


 










(1)          The Applicable Utilization Fee Rate shall be
payable only with respect to outstanding Advances and LC Obligations on days
when Utilization is greater than 33%. 
“Utilization” means, for any day, a percentage equal to the aggregate
principal amount of Loans hereunder and LC Obligations hereunder outstanding on
such day (and at the close of business on such day if a Business Day) divided
by the sum on such day of the Aggregate Commitment; provided that for
purposes of computing Utilization the Aggregate Commitment shall be deemed to in
no event be less than the aggregate outstanding principal amount of the Loans
and LC Obligations.  


 





















 


close
of business on such date.  If at any time
there is no Borrower Debt Rating from Moody’s or S&P, Level IV shall apply.


 





















 


SCHEDULE 1


 


COMMITMENTS


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  ABN Amro Bank N.V.

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  55,000,000

  	
   

  
	
  The Northern Trust Company

  	
   

  	
  $

  	
  43,000,000

  	
   

  
	
  Deutsche Bank AG New York Branch

  	
   

  	
  $

  	
  43,000,000

  	
   

  
	
  The Bank of Nova Scotia

  	
   

  	
  $

  	
  43,000,000

  	
   

  
	
  Morgan Stanley Bank

  	
   

  	
  $

  	
  43,000,000

  	
   

  
	
  Royal Bank of Canada

  	
   

  	
  $

  	
  43,000,000

  	
   

  
	
  Wells Fargo Bank, N.A.

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  PNC Bank, N.A.

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  The Royal Bank of Scotland plc

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Fifth Third Bank

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  State Street Bank and Trust Company

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Merrill Lynch Bank USA

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  600,000,000