EX-10.1






	 
	EXECUTION VERSION

	 







$2,250,000,000

CREDIT AGREEMENT

Dated as of March 19, 2015

among

CME GROUP INC.,

as Borrower,

THE LENDERS PARTY HERETO,

and

BANK OF AMERICA, N.A,

as Administrative Agent,

BARCLAYS BANK PLC,

BMO HARRIS BANK N.A.,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

CITIBANK, N.A.,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

BANK OF CHINA, NEW YORK BRANCH,

CREDIT SUISSE AG,

and

LLOYDS SECURITIES INC.,

as Co-Syndication Agents,

and

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agent




MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

BARCLAYS BANK PLC,

BMO CAPITAL MARKETS CORP.,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

CITIGROUP GLOBAL MARKETS INC.,

WELLS FARGO SECURITIES, LLC,

BANK OF CHINA, NEW YORK BRANCH,

CREDIT SUISSE SECURITIES (USA) LLC,

and

LLOYDS SECURITIES INC.

as Joint Lead Arrangers and Joint Bookrunners




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE I      DEFI	 	NITIONS 1

	 	 	1.01	 	 	Defined Terms
	 	 	1	 
	 	1.02	 	 	Classification of Loans and Borrowings
	 	 	28	 	 	 	 	 	 	 
	 	1.03	 	 	Terms Generally
	 	 	28	 	 	 	 	 	 	 
	 	1.04	 	 	Accounting Terms; GAAP
	 	 	29	 	 	 	 	 	 	 
	 	1.05	 	 	Exchange Rates; Currency Equivalents
	 	 	29	 	 	 	 	 	 	 
	 	1.06	 	 	Additional Alternative Currencies
	 	 	29	 	 	 	 	 	 	 
	 	1.07	 	 	Change of Currency
	 	 	30	 	 	 	 	 	 	 
	 	1.08	 	 	Letter of Credit Amounts
	 	 	30	 	 	 	 	 	 	 
	ARTICLE II	 	THE CREDITS
	 	 	30	 	 	 	 	 	 	 
	 	2.01	 	 	USD Commitments
	 	 	30	 	 	 	 	 	 	 
	 	2.02	 	 	MC Commitments
	 	 	31	 	 	 	 	 	 	 
	 	2.03	 	 	Committed Loans and Borrowings
	 	 	31	 	 	 	 	 	 	 
	 	2.04	 	 	Requests for Committed Borrowings
	 	 	32	 	 	 	 	 	 	 
	 	2.05	 	 	Funding of Committed Borrowings
	 	 	33	 	 	 	 	 	 	 
	 	2.06	 	 	Interest Elections
	 	 	34	 	 	 	 	 	 	 
	 	2.07	 	 	MC Swing Line Loans
	 	 	36	 	 	 	 	 	 	 
	 	2.08	 	 	USD Swing Line Loans
	 	 	40	 	 	 	 	 	 	 
	 	2.09	 	 	Letters of Credit
	 	 	44	 	 	 	 	 	 	 
	 	2.10	 	 	Termination, Reduction and Conversion of Commitments
	 	 	57	 	 	 	 	 	 	 
	 	2.11	 	 	Repayment of Loans: Evidence of Debt
	 	 	59	 	 	 	 	 	 	 
	 	2.12	 	 	Prepayment of Loans
	 	 	60	 	 	 	 	 	 	 
	 	2.13	 	 	Fees
	 	 	61	 	 	 	 	 	 	 
	 	2.14	 	 	Interest
	 	 	62	 	 	 	 	 	 	 
	 	2.15	 	 	Alternate Rate of Interest and Illegality
	 	 	63	 	 	 	 	 	 	 
	 	2.16	 	 	Increased Costs
	 	 	65	 	 	 	 	 	 	 
	 	2.17	 	 	Break Funding Payments
	 	 	67	 	 	 	 	 	 	 
	 	2.18	 	 	Taxes
	 	 	67	 	 	 	 	 	 	 
	 	2.19	 	 	Payments Generally: Pro Rata Treatment; Sharing of Set-offs
	 	 	69	 	 	 	 	 	 	 
	 	2.20	 	 	Mitigation Obligations: Replacement of Lenders or Fronting Bank
	 	 	71	 	 	 	 	 	 	 
	 	2.21	 	 	Reserves on Eurocurrency Rate Loans
	 	 	73	 	 	 	 	 	 	 
	 	2.22	 	 	Increase in Commitments
	 	 	73	 	 	 	 	 	 	 
	 	2.23	 	 	Cash Collateral
	 	 	74	 	 	 	 	 	 	 
	 	2.24	 	 	Defaulting Lenders
	 	 	76	 	 	 	 	 	 	 
	ARTICLE III	 	REPRESENTATIONS AND WARRANTIES
	 	 	79	 	 	 	 	 	 	 
	 	3.01	 	 	Organization
	 	 	79	 	 	 	 	 	 	 
	 	3.02	 	 	Authorization; Enforceability
	 	 	79	 	 	 	 	 	 	 
	 	3.03	 	 	No Conflicts, etc
	 	 	79	 	 	 	 	 	 	 
	 	3.04	 	 	Financial Statements; No Material Adverse Change
	 	 	79	 	 	 	 	 	 	 
	 	3.05	 	 	Litigation
	 	 	79	 	 	 	 	 	 	 
	 	3.06	 	 	Governmental Approvals
	 	 	80	 	 	 	 	 	 	 
	 	3.07	 	 	Investment Company Act
	 	 	80	 	 	 	 	 	 	 
	 	3.08	 	 	Taxes
	 	 	80	 	 	 	 	 	 	 
	 	3.09	 	 	ERISA Compliance
	 	 	80	 	 	 	 	 	 	 
	 	3.10	 	 	Margin Regulations
	 	 	81	 	 	 	 	 	 	 
	 	3.11	 	 	Compliance with Laws
	 	 	81	 	 	 	 	 	 	 
	 	3.12	 	 	OFAC
	 	 	81	 	 	 	 	 	 	 
	 	3.13	 	 	Anti-Corruption Laws
	 	 	81	 	 	 	 	 	 	 
	ARTICLE IV	 	CONDITIONS
	 	 	81	 	 	 	 	 	 	 
	 	4.01	 	 	Closing Date
	 	 	81	 	 	 	 	 	 	 
	 	4.02	 	 	Extension of Credit
	 	 	83	 	 	 	 	 	 	 
	ARTICLE V	 	AFFIRMATIVE COVENANTS
	 	 	83	 	 	 	 	 	 	 
	 	5.01	 	 	Financial Statements and Other Information
	 	 	84	 	 	 	 	 	 	 
	 	5.02	 	 	Notice of Default or Event of Default
	 	 	86	 	 	 	 	 	 	 
	 	5.03	 	 	Maintenance of Existence
	 	 	86	 	 	 	 	 	 	 
	 	5.04	 	 	Payment of Tax Obligations
	 	 	86	 	 	 	 	 	 	 
	 	5.05	 	 	Maintenance of Insurance
	 	 	86	 	 	 	 	 	 	 
	 	5.06	 	 	Books and Records; Inspection Rights
	 	 	86	 	 	 	 	 	 	 
	 	5.07	 	 	Compliance with Laws
	 	 	86	 	 	 	 	 	 	 
	 	5.08	 	 	Compliance with Environmental Laws
	 	 	86	 	 	 	 	 	 	 
	 	5.09	 	 	Use of Proceeds
	 	 	87	 	 	 	 	 	 	 
	 	5.10	 	 	Notice of Change in Debt Rating
	 	 	87	 	 	 	 	 	 	 
	 	5.11	 	 	Anti-Corruption Laws
	 	 	87	 	 	 	 	 	 	 
	ARTICLE VI	 	NEGATIVE COVENANTS
	 	 	87	 	 	 	 	 	 	 
	 	6.01	 	 	Consolidated Net Worth
	 	 	87	 	 	 	 	 	 	 
	 	6.02	 	 	Subsidiary Indebtedness
	 	 	87	 	 	 	 	 	 	 
	 	6.03	 	 	Liens
	 	 	89	 	 	 	 	 	 	 
	 	6.04	 	 	Fundamental Changes
	 	 	91	 	 	 	 	 	 	 
	 	6.05	 	 	Use of Proceeds
	 	 	92	 	 	 	 	 	 	 
	 	6.06	 	 	Sanctions
	 	 	92	 	 	 	 	 	 	 
	 	6.07	 	 	Anti-Corruption Laws
	 	 	92	 	 	 	 	 	 	 
	ARTICLE VII	 	EVENTS OF DEFAULT
	 	 	92	 	 	 	 	 	 	 
	ARTICLE VIIIADMINISTRATIVE AGENT	 	 	94	 	 	 	 	 	 	 
	 	8.01	 	 	Appointment and Authority
	 	 	94	 	 	 	 	 	 	 
	 	8.02	 	 	Rights as a Lender
	 	 	95	 	 	 	 	 	 	 
	 	8.03	 	 	Exculpatory Provisions
	 	 	95	 	 	 	 	 	 	 
	 	8.04	 	 	Reliance by Administrative Agent
	 	 	96	 	 	 	 	 	 	 
	 	8.05	 	 	Delegation of Duties
	 	 	96	 	 	 	 	 	 	 
	 	8.06	 	 	Resignation of Administrative Agent
	 	 	97	 	 	 	 	 	 	 
	 	8.07	 	 	Non-Reliance on Administrative Agent and Other Lenders
	 	 	98	 	 	 	 	 	 	 
	 	8.08	 	 	No Other Duties, Etc
	 	 	98	 	 	 	 	 	 	 
	 	8.09	 	 	Administrative Agent May File Proofs of Claim
	 	 	99	 	 	 	 	 	 	 
	ARTICLE IX	 	MISCELLANEOUS
	 	 	99	 	 	 	 	 	 	 
	 	9.01	 	 	Notices
	 	 	99	 	 	 	 	 	 	 
	 	9.02	 	 	Waivers; Amendments
	 	 	101	 	 	 	 	 	 	 
	 	9.03	 	 	Expenses; Indemnity; Damage Waiver
	 	 	103	 	 	 	 	 	 	 
	 	9.04	 	 	Successors and Assigns
	 	 	106	 	 	 	 	 	 	 
	 	9.05	 	 	Survival
	 	 	113	 	 	 	 	 	 	 
	 	9.06	 	 	Counterparts: Integration: Effectiveness
	 	 	113	 	 	 	 	 	 	 
	 	9.07	 	 	Severability
	 	 	113	 	 	 	 	 	 	 
	 	9.08	 	 	Right of Setoff
	 	 	113	 	 	 	 	 	 	 







	 	9.09	 	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 114	 





	 	 	 	 	 	 	 	 	 
	 	9.10	 	 	WAIVER OF JURY TRIAL
	 	 	115	 
	 	9.11	 	 	Headings
	 	 	115	 
	 	9.12	 	 	Confidentiality
	 	 	115	 
	 	9.13	 	 	USA PATRIOT Act
	 	 	116	 
	 	9.14	 	 	No Advisory or Fiduciary Responsibility
	 	 	116	 
	 	9.15	 	 	Judgment Currency
	 	 	117	 
	 	9.16	 	 	Electronic Execution of Assignments and Certain Other Documents
	 	 	117	 






Schedules and Exhibits




	 	 	 	 	 
	SCHEDULES:	 	 
	 
	1.01

2.01

2.02

3.06

6.02

6.03

9.01
	 	—

—

—

—

—

—

—
	 	MC Swing Line Lenders and MC Swing Line Fronting Commitments

USD Commitments

MC Commitments

Governmental Approvals

Existing Indebtedness

Existing Liens

Notice Addresses, Administrative Agent’s Office and Several L/C Agent’s Office

	EXHIBITS:	 	 
	 
	A

B

C

D-1

D-2

E-1

E-2

F
	 	—

—

—

—

—

—

—

—
	 	Form of Assignment and Assumption

[Reserved]

Form of Committed Borrowing Request/Interest Rate Election Request

Form of MC Swing Line Loan Notice

Form of USD Swing Line Loan Notice

Form of USD Credit Facility Promissory Note

Form of MC Credit Facility Promissory Note

Form of Joinder Agreement







CREDIT AGREEMENT




This CREDIT AGREEMENT (“Agreement”), dated as of March 19, 2015, is made and entered
into by and among CME GROUP INC., a Delaware corporation (the “Borrower”), the several
banks, financial institutions and other entities from time to time parties hereto (the
“Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent, Fronting Bank and Several
L/C Agent.



The parties hereto agree as follows:



DEFINITIONS




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



“Administrative Agent” means Bank of America in its capacity as administrative agent
for the Lenders hereunder, or any successor administrative agent appointed pursuant to Section
8.06.



“Administrative Agent’s Office” means, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.01
with respect to such currency, or such other address or account with respect to such currency as
the Administrative Agent may from time to time notify to the Borrower and the Lenders.



“Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by or reasonably acceptable to the Administrative Agent, which may be amended or
supplemented from time to time after the date hereof.



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



“Agent Fee Letter” has the meaning set forth in the definition of “Fee Letters.”



“Aggregate Commitments” means the Aggregate MC Commitments and the Aggregate USD
Commitments. The Aggregate Commitments as of the Closing Date are $2,250,000,000.



“Aggregate Credit Exposures” means the Aggregate MC Credit Exposures and the Aggregate
USD Credit Exposures.



“Aggregate MC Commitments” means the MC Commitments of all the MC Lenders. The
Aggregate MC Commitments as of the Closing Date are $1,874,000,000.



“Aggregate MC Credit Exposures” means the MC Credit Exposures of all the MC Lenders.



“Aggregate USD Commitments” means the USD Commitments of all the USD Lenders. The
Aggregate USD Commitments as of the Closing Date are $376,000,000.



“Aggregate USD Credit Exposures” means the USD Credit Exposures of all the USD
Lenders.



“Alternative Currency” means each of Euro, Sterling, and each other currency (other
than Dollars) that is approved in accordance with Section 1.06.



“Alternative Currency Equivalent” means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as
determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in
respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with
Dollars.



“Applicable Issuing Party” means (a) in the case of Fronted Letters of Credit, the
Fronting Bank and (b) in the case of Several Letters of Credit, the Several L/C Agent.



“Applicable Margin” means, from time to time, the following percentages per annum,
based upon the Debt Rating as set forth below:



Applicable Margin




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Debt Ratings	 	 	 	 	 	Eurocurrency Rate +	 	 
	Pricing Level	 	S&P/Moody’s	 	Commitment Fee	 	Letter of Credit Fee	 	Base Rate +
	 	1	 	 	AA / Aa2 or better

	 	 	0.080	%	 	 	0.750	%	 	 	0.000	%
	 	2	 	 	AA- / Aa3

	 	 	0.100	%	 	 	0.875	%	 	 	0.000	%
	 	3	 	 	A+ / A1

	 	 	0.125	%	 	 	1.000	%	 	 	0.000	%
	 	4	 	 	A / A2

	 	 	0.150	%	 	 	1.125	%	 	 	0.125	%
	 	5	 	 	A- / A3 or less

	 	 	0.200	%	 	 	1.250	%	 	 	0.250	%






For purposes of this definition, “Debt Rating” means, as of any date of determination,
the ratings as determined by S&P and Moody’s (collectively, the “Debt Ratings”) of the
Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the
respective Debt Ratings issued by the foregoing rating agencies differ by one level, then the
Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing
Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest); (b) if there
is a split in Debt Ratings of more than one level, then the Pricing Level that is one level lower
than the Pricing Level of the higher Debt Rating shall apply; (c) if there is only one Debt Rating,
the Pricing Level that is one level lower than that of such Debt Rating shall apply; and (d) if the
Borrower does not have any Debt Rating, Pricing Level 5 shall apply.



Initially, the Applicable Margin shall be determined based upon the Debt Rating specified in the
certificate delivered pursuant to Section 4.01(g). Thereafter, each change in the
Applicable Margin resulting from a publicly announced change in the Debt Rating shall be effective
during the period commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.



“Applicable Percentage” means (i) with respect to the MC Credit Facility and any MC
Lender, the percentage of the Aggregate MC Commitments represented by such Lender’s MC Commitment,
subject to adjustment as provided in Section 2.24, provided that, if the Aggregate
MC Commitments (and the option of the Fronting Bank, in its sole discretion, and the obligation of
the Lenders to make L/C Credit Extensions and the obligation of the MC Swing Line Lenders to make
MC Swing Line Loans) have terminated or expired, such Applicable Percentage shall be determined
based upon the percentage of the Aggregate MC Credit Exposures represented by such Lender’s MC
Credit Exposure and (ii) with respect to the USD Credit Facility and any USD Lender, the percentage
of the Aggregate USD Commitments represented by such Lender’s USD Commitment, subject to adjustment
as provided in Section 2.24, provided that, if the Aggregate USD Commitments (and
the obligation of the USD Swing Line Lenders to make USD Swing Line Loans) have terminated or
expired, such Applicable Percentage shall be determined based upon the percentage of the Aggregate
USD Credit Exposures represented by such Lender’s USD Credit Exposure. The initial Applicable
Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01
or Schedule 2.02, as applicable, or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable.



“Applicable MC Swing Line Percentage” means, with respect to each MC Swing Line
Lender, the percentage of the MC Swing Line Fronting Commitments of all the MC Swing Line Lenders
represented by such Lender’s MC Swing Line Fronting Commitment, subject to adjustment as provided
in Section 2.24, provided that, if the obligation of the MC Swing Line Lenders to
make MC Swing Line Loans has terminated or expired, such Applicable MC Swing Line Percentage shall
be determined based upon the percentage of the outstanding amount of all MC Swing Line Loans
represented by such MC Swing Line Lender’s outstanding MC Swing Line Loans. The initial Applicable
MC Swing Line Percentage of each MC Swing Line Lender is set forth opposite the name of such MC
Swing Line Lender on Schedule 1.01, or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto as an MC Swing Line Lender, as applicable.



“Applicable USD Swing Line Percentage” means, with respect to each USD Swing Line
Lender, the percentage of the USD Swing Line Fronting Commitments of all the USD Swing Line Lenders
represented by such Lender’s USD Swing Line Fronting Commitment, subject to adjustment as provided
in Section 2.24, provided that, if the obligation of the USD Swing Line Lenders to
make USD Swing Line Loans has terminated or expired, such Applicable USD Swing Line Percentage
shall be determined based upon the percentage of the outstanding amount of all USD Swing Line Loans
represented by such USD Swing Line Lender’s outstanding USD Swing Line Loans. As of the Closing
Date, there are no Applicable USD Swing Line Percentages.



“Applicable Time” means, with respect to any borrowings and payments in any
Alternative Currency, the local time in the place of settlement for such Alternative Currency as
may be reasonably determined by the Administrative Agent to be necessary for timely settlement on
the relevant date in accordance with normal banking procedures in the place of payment.



“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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity
as a joint lead arranger, Barclays Bank PLC, in its capacity as joint lead arranger, BMO Capital
Markets Corp., in its capacity as a joint lead arranger, The Bank of Tokyo-Mitsubishi UFJ, Ltd., in
its capacity as a joint lead arranger, Citigroup Global Markets Inc., in its capacity as a joint
lead arranger, Wells Fargo Securities, LLC, in its capacity as a joint lead arranger, Bank of
China, New York Branch, in its capacity as joint lead arranger, Credit Suisse Securities (USA) LLC,
in its capacity as joint lead arranger and Lloyds Securities Inc., in its capacity as a joint lead
arranger.



“Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, substantially in the form of
Exhibit A or any other form (including electronic documentation generated by use of an
electronic platform) approved by the Administrative Agent in compliance with Section 9.04.



“Bank of America” means Bank of America, N.A. and its successors.



“Base Rate” means for any day a fluctuating rate per annum equal to the
highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such
day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the
Eurocurrency Rate plus 1.00%, and if Base Rate shall be less than zero, such rate shall be deemed
zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general economic conditions
and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in such prime rate announced by Bank of America
shall take effect at the opening of business on the day specified in the public announcement of
such change.



“Base Rate Committed Borrowing” means a Committed Borrowing that bears interest based
on the Base Rate. All Base Rate Committed Borrowings shall be denominated in Dollars.



“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base
Rate Loans shall be denominated in Dollars.



“Benefit Plan” means any “employee benefit plan” (as such term is defined in Section
3(3) of ERISA) sponsored, maintained, contributed to or established by the Borrower or any
Subsidiary or, with respect to any such plan that is subject to Sections 412, 430, 431, 432 and 436
of the Code or Title IV of ERISA, any ERISA Affiliate.



“BM&F” means BM&FBOVESPA S.A. — BOLSA DE VALORES, MERCADORIAS E FUTUROS, a Brazilian
sociedade por ações.



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



“Borrower” means CME Group Inc., a Delaware corporation.



“Borrower Materials” has the meaning set forth in Section 5.01.



“Borrowing” means a USD Committed Borrowing, a USD Swing Line Borrowing, an MC
Committed Borrowing or an MC Swing Line Borrowing, as the context may require.



“Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the laws of, or are in fact closed in, the state of
New York or any other state in the United States where the Administrative Agent’s Office, the
Fronting Bank and the Several L/C Agent, as applicable, with respect to obligations hereunder
denominated in Dollars is located and:




(i) if such day relates to any interest rate settings as to a Eurocurrency Rate
Loan denominated in Dollars or as to any Base Rate Loan or Swing Line Loan, any
fundings, disbursements, settlements and payments in Dollars in respect of any such
Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant
to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day
that is also a London Banking Day;




(ii) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments
in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro
to be carried out pursuant to this Agreement in respect of any such Eurocurrency
Rate Loan, means a TARGET Day;




(iii) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in a currency other than Dollars or Euro, means any such day
on which dealings in deposits in the relevant currency are conducted by and between
banks in the London or other applicable offshore interbank market for such currency;
and




(iv) if such day relates to any fundings, disbursements, settlements and
payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate
Loan denominated in a currency other than Dollars or Euro, or any other dealings in
any currency other than Dollars or Euro to be carried out pursuant to this Agreement
in respect of any such Eurocurrency Rate Loan (other than any interest rate
settings), means any such day on which banks are open for foreign exchange business
in the principal financial center of the country of such currency.



“Capital Lease” means, with respect to any Person, any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof, required to be
classified and accounted for as a capital lease on a balance sheet of such Person under GAAP.



“Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any Capital Lease, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.



“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of, as applicable, one or more of the Fronting Bank, the Several L/C Agent,
the Administrative Agent or applicable Swing Line Lender and the Lenders, as collateral for
obligations in respect of Swing Line Loans or Letters of Credit, or obligations of Lenders to fund
participations in respect thereof (as the context may require), cash or deposit account balances
or, if the applicable Fronting Bank, Several L/C Agent, Administrative Agent or Swing Line Lender
benefitting from such collateral shall agree in its sole discretion, other credit support, in each
case pursuant to documentation in form and substance reasonably satisfactory to (a) the
Administrative Agent and (b) the applicable Fronting Bank, Several L/C Agent or Swing Line Lender.
“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the
proceeds of such cash collateral and other credit support.



“Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of the Borrower; or (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the Borrower by
Persons who were neither (i) nominated by, or whose election was approved by, the board of
directors of the Borrower nor (ii) appointed by directors so nominated or elected.



“Change in Law” means (a) any change arising from the enactment or enforcement of (x)
the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, or any rules,
regulations, interpretations, guidelines or directives promulgated thereunder, or (y) any requests,
rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or
foreign regulatory authorities, in each case pursuant to Basel III , (b) without limitation of
clause (a) above, (i) the adoption of any law, rule, regulation or treaty after the Closing Date,
(ii) any change in any law, rule or regulation or in the interpretation or application thereof by
any Governmental Authority after the Closing Date or (iii) compliance by any Lender (or, for
purposes of Section 2.16(b), by any Lending Office of such Lender or by such Lender’s
holding company, if any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the Closing Date.



“Clearinghouse Facility” means (i) that certain Credit Agreement dated as of November
6, 2014 (the “Initial Clearinghouse Agreement”) among Chicago Mercantile Exchange Inc.
(“Chicago Mercantile Exchange”), each of the banks and other financial institutions from
time to time party thereto, Bank of America, N.A., as Administrative Agent, Deutsche Bank AG New
York Branch, as Collateral Agent, as amended, restated, supplemented, increased, extended, renewed,
replaced, refinanced, in whole or in part (with the same or other lenders) and pursuant to one or
more agreements or otherwise modified from time to time, and (ii) any similar credit facility
entered into by any other Subsidiary of the Borrower carrying on substantially the same business
(or any reasonable extension thereof) in any location, as the business conducted by Chicago
Mercantile Exchange on the Closing Date, in each case of clauses (i) and (ii) so long as in the
event of any such amendment, restatement, supplement, increase, extension, renewal, replacement,
refinancing, modification, or similar credit facility, the proceeds thereof are to be used for
purposes of the same general type (including without limitation any reasonable extension or
expansion thereof) as in the Initial Clearinghouse Agreement.



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



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



“Committed Borrowing” means a USD Committed Borrowing or an MC Committed Borrowing, as
the context may require.



“Committed Borrowing Request” means a request by the Borrower for a USD Committed
Borrowing or an MC Committed Borrowing in accordance with Sections 2.01, 2.02 or
2.04 as applicable.



“Committed Loan” means a USD Committed Loan or an MC Committed Loan, as the context
may require.



“Consolidated Net Worth” means at any date, all amounts that would, in conformity with
GAAP as in effect on the Closing Date, be included on a consolidated balance sheet of the Borrower
and its Subsidiaries under shareholders’ equity at such date.



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



“Credit Extension” means each of the following: (a) a Borrowing and/or (b) an L/C
Credit Extension.



“Debt Rating” means, as of any date of determination, the ratings as determined by S&P
and Moody’s of the Borrower’s non-credit-enhanced, senior unsecured long-term debt.



“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States of America or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.



“Default” means any of the events specified in Article VII whether or not any
requirement for the giving of notice, lapse of time or both has been satisfied.



“Default Rate” has the meaning set forth in Section 2.14(d).



“Defaulting Lender” means, subject to Section 2.24(b), any Lender that (a) has
failed to (i) fund all or any portion of its Loans within one Business Day of the date such Loans
were required to be funded hereunder unless such Lender notifies the Administrative Agent and the
Borrower in writing that such failure is the result of such Lender’s determination that one or more
conditions precedent to funding (each of which conditions precedent, together with any applicable
default, shall be specifically identified in such writing and shall not have been waived pursuant
to Section 9.02) has not been satisfied, or (ii) pay to the Administrative Agent, the
Fronting Bank, the Several L/C Agent, the Swing Line Lenders or any other Lender any other amount
required to be paid by it hereunder (including in respect of its participation in Letters of Credit
or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower,
the Administrative Agent, the Fronting Bank, the Several L/C Agent or a Swing Line Lender in
writing that it does not intend to comply with its funding obligations hereunder or under other
agreements in which it commits to extend credit, or has made a public statement to that effect
(unless such writing or public statement relates to such Lender’s obligation to fund a Loan
hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement and has not been waived pursuant to
Section 9.02) cannot be satisfied), (c) has failed, within three Business Days after
written request by the Administrative Agent or the Borrower, to confirm in writing to the
Administrative Agent and the Borrower that it will comply with its prospective funding obligations
hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon receipt of such written confirmation by the Administrative Agent and the
Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject
of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity
or (iii) taken any action in furtherance of, or indicated its consent to, approval of or
acquiescence in any such proceeding or appointment; provided that a Lender shall not be a
Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such
ownership interest does not result in or provide such Lender with immunity from the jurisdiction of
courts within the United States or from the enforcement of judgments or writs of attachment on its
assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses
(a) through (d) above, and of the effective date of such status, shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender
(subject to Section 2.24(b)) as of the date established therefor by the Administrative
Agent in a written notice of such determination, which shall be delivered by the Administrative
Agent to the Borrower, the Fronting Bank, the Several L/C Agent, the Swing Line Lenders and each
other Lender promptly following such determination.



“Designated Jurisdiction” means any country or territory to the extent that such
country or territory itself is the subject of any comprehensive Sanction.



“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in
Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency,
the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on
the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the
purchase of Dollars with such Alternative Currency.



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



“Drawing Request” has the meaning set forth in Section 2.09(c)(i).



“Eligible Assignee” means any Person that meets the requirements to be an assignee
under Section 9.04(b)(v) through (viii) (subject to such consents, if any as may be
required under Section 9.04(b)(iii)).



“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Material or to
health and safety matters.



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



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



“ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code
and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code.



“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Multiemployer Plan of an
“accumulated funding deficiency” (as defined in Section 431 of the Code or Section 304 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 303(e) of
ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any
Plan or Multiemployer Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.



“Euro” and “EUR” mean the single lawful currency of the Participating Member
States.




“Eurocurrency Rate” means:




(a) With respect to any Credit Extension:




(i) denominated in a LIBOR Quoted Currency, the rate per annum equal to the London
Interbank Offered Rate (“LIBOR”) or, if such rate is not available, a comparable or
successor rate which rate is approved by the Administrative Agent, as published on the
applicable Bloomberg screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, for deposits in the relevant currency (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period;




(ii) with respect to a Credit Extension denominated in any Non-LIBOR Quoted Currency,
the rate per annum as designated with respect to such Alternative Currency at the time such
Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to
Section 1.06; and




(b) for any interest rate calculation with respect to a Base Rate Loan on any date, the
rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business
Days prior to such date for U.S. Dollar deposits with a term of one month commencing that
day;



provided that to the extent a comparable or successor rate is approved by the
Administrative Agent as published on the applicable Bloomberg screen page (or, if such Bloomberg
screen page is not available, such other commercially reasonable, generally recognized financial
information service providing quotations of LIBOR, as designated by the Administrative Agent from
time to time) in connection with any rate set forth in this definition, the approved rate shall be
applied in a manner consistent with market practice; provided, further that to the
extent such market practice is not administratively feasible for the Administrative Agent, such
approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative
Agent and that is consistent with the manner in which the Administrative Agent is applying such
rate to similarly situated borrowers; and if the Eurocurrency Rate shall be less than zero, such
rate shall be deemed zero for purposes of this Agreement.



“Eurocurrency Rate Committed Borrowing” means a Committed Borrowing that bears
interest based on the Eurocurrency Rate. Eurocurrency Rate Committed Borrowings may be denominated
in Dollars or in an Alternative Currency.



“Eurocurrency Rate Loan” means a Committed Loan that bears interest at a rate based on
clause (a) of the definition of “Eurocurrency Rate.” Eurocurrency Rate Loans may be denominated in
Dollars or in an Alternative Currency. All Committed Loans denominated in an Alternative Currency
must be Eurocurrency Rate Loans.



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




“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of the Borrower
hereunder (for purposes of this definition, a “Lender”), (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is located or in which
it is otherwise subject to such taxation (other than a jurisdiction in which such Person would not
have been subject to such tax but for and solely as a result of its execution and delivery of this
Agreement or its exercise of its rights or performance of its obligations hereunder) or, in the
case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes
imposed by the United States of America or any similar tax imposed by any other jurisdiction in
which the Borrower is located, (c) any withholding tax (other than with respect to an assignee
pursuant to a request by the Borrower under Section 2.20(b)) (i) except to the extent that
it would not have been imposed but for and solely as a result of a change in law occurring after
the time such Foreign Lender becomes a party to this Agreement (or designates a new Lending Office)
or acquires its interest herein, except to the extent that such Foreign Lender (or its assignor, if
any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax pursuant to Section
2.18(a) or (ii) attributable to such Foreign Lender’s failure to comply with Section
2.18(e) or (f), (d) backup withholding taxes imposed under section 3406 of the Code and (e) any
U.S. federal withholding taxes imposed under FATCA.



“Existing Agreements” means (i) that certain Credit Agreement dated as of January 11,
2011 among the Borrower, Bank of America, N.A., as administrative agent and the lenders party
thereto from time to time, as amended by that certain Amendment No. 1 to Credit Agreement dated as
of November 30, 2012 and that certain Amendment No. 2 to Credit Agreement dated as of November 8,
2013 and (ii) that certain Credit Agreement dated as of November 30, 2012 among the Borrower, Bank
of America, N.A., as administrative agent, fronting bank and several l/c agent, and the lenders
party thereto from time to time .



“Facility” means the MC Credit Facility or the USD Credit Facility, as the context may
require.



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



“Federal Funds Rate” means, for any day, the 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 by the Federal Reserve
Bank of New York on the Business Day next succeeding such day; provided that (a) if such
day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined
by the Administrative Agent.



“Fee Letters” means, individually or collectively as the context may require, (i) that
certain letter agreement dated as of February 6, 2015 among the Borrower, the Administrative Agent
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Agent Fee Letter”), (ii) that
certain letter agreement dated as of February 6, 2015 among the Borrower, Barclays Bank PLC, (iii)
that certain letter agreement dated as of February 6, 2015 among the Borrower and BMO Capital
Markets Corp., (iv) that certain letter agreement dated as of February 6, 2015 among the Borrower
and The Bank of Tokyo-Mitsubishi UFJ, Ltd., (v) that certain letter agreement dated as of February
9, 2015 among the Borrower and Citigroup Global Markets Inc., (vi) that certain letter agreement
dated as of February 6, 2015 among the Borrower and Wells Fargo Securities, LLC, (vii) that certain
letter agreement dated as of January 30, 2015 among the Borrower and Bank of China, New York
Branch, (viii) that certain letter agreement dated as of February 6, 2015 among the Borrower and
Credit Suisse Securities (USA) LLC and Credit Suisse AG, Cayman Islands Branch and (iv) that
certain letter agreement dated as of February 6, 2015 among the Borrower and Lloyds Securities Inc.



“Financial Officer” means the chief financial officer, chief accounting officer,
treasurer or controller of the Borrower and, solely for purposes of notices given pursuant to
Article II, any other officer or employee of the Borrower so designated by any of the
foregoing officers in a notice to the Administrative Agent or any other officer or employee of the
Borrower designated in or pursuant to an agreement between the Borrower and the Administrative
Agent. Any document delivered hereunder that is signed by a Financial Officer of the Borrower
shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of the Borrower and such Financial Officer shall be conclusively
presumed to have acted on behalf of the Borrower.



“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.



“Fronted Letter of Credit” means a Letter of Credit issued by the Fronting Bank in
which the Lenders purchase a risk participation pursuant to Section 2.09 which shall be
substantially the form as may be agreed by the Borrower and the Fronting Bank.



“Fronting Bank” means Bank of America or any successor fronting bank, or any other
Lender selected by the Borrower and consented to by such Lender and the Administrative Agent, each
in its sole discretion. References to the Fronting Bank shall be deemed to refer to the Fronting
Bank in respect of the applicable Letter of Credit or to all Fronting Banks, as the context may
require.



“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to a
Swing Line Lender or the Fronting Bank, such Defaulting Lender’s (x) Applicable Percentage of Swing
Line Loans of such Swing Line Lender other than Swing Line Loans as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in
accordance with the terms hereof or (y) Applicable Percentage of the outstanding L/C Obligations
with respect to Fronted Letters of Credit other than L/C Obligations as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in
accordance with the terms hereof, as the case may be.



“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 activities.



“GAAP” means generally accepted accounting principles in the United States of America
set forth in the opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board, consistently applied and as in effect from time to time, subject to the
provisions of Section 1.04; provided that for purposes of this Agreement, the determination
of whether a lease is a Capital Lease or an operating lease shall be determined in accordance with
GAAP as in effect on the Closing Date.



“GFX” means GFX Corporation and any other Subsidiary of the Borrower carrying on
substantially the same business (or any reasonable extension thereof), in any location, as the
business conducted by GFX on the Closing Date.



“GFX Guaranty” means certain Guarantees by the Borrower or any Subsidiaries issued to
counterparties of GFX in respect of over-the-counter foreign exchange transactions entered into by
GFX, or certain Guarantees by the Borrower or any Subsidiary issued to a banking institution that
has provided performance bond collateral, or met performance bond or variation margin obligations
on behalf of, or issued letters of credit for the account of, GFX, in respect of such transactions.



“Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra national bodies such as the European Union or the
European Central Bank).



“Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner,
and including any obligation of the guarantor (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for
the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness of the payment
thereof, (c) to maintain working capital, equity capital or any other financial statement condition
or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or
(d) as an account party in respect of any letter of credit issued to support such Indebtedness;
provided that the term “Guarantee” shall not include endorsements for collection or deposit
in the ordinary course of business.



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



“Honor Date” has the meaning set forth in Section 2.09(c)(i).



“Increase Effective Date” has the meaning set forth in Section 2.22(d).



“Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money (other than a daylight overdraft incurred by such Person), (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (d) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding accounts payable incurred in the ordinary course
of business), (e) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property
owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed,
(f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of
such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and (i) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.



“Indemnified Taxes” means Taxes other than Excluded Taxes.



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



“Information” shall have the meaning set forth in Section 9.12.



“Interest Election Request” means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.06.



“Interest Payment Date” means (a) with respect to any Base Rate Loan, the last
Business Day of each March, June, September and December, (b) with respect to any Swing Line Loan,
the last Business Day of each March, June, September and December and (c) with respect to any
Eurocurrency Rate Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurocurrency Rate Committed Borrowing with an Interest
Period of more than three months’ duration, each day prior to the last day of such Interest Period
that occurs at intervals of three months’ duration after the first day of such Interest Period.



“Interest Period” means with respect to any Eurocurrency Rate Committed Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically corresponding day in
the calendar month that is one, two, three or six months thereafter, as the Borrower may elect;
provided that (x) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day, (y) any Interest Period pertaining to a Eurocurrency Rate
Committed Borrowing that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of such Interest Period)
shall end on the last Business Day of the last calendar month of such Interest Period and (z) no
Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and, in the case of a
Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of
such Borrowing.



“IRS” means the United States Internal Revenue Service.



“ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such
later version thereof as may be in effect at the time of issuance).



“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by the Applicable
Issuing Party and the Borrower (or, if applicable, any Subsidiary as an applicant for such Letter
of Credit) or in favor of the Applicable Issuing Party and relating to such Letter of Credit.



“L/C Advance” means, with respect to each Lender, in connection with any Letter of
Credit, the amount funded by such Lender in accordance with Section 2.09(c)(iv).



“L/C Credit Extension” means, without duplication with respect to any Letter of
Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount
thereof.



“L/C Issuer” means (a) with respect to any Fronted Letter of Credit, the Fronting Bank
who has issued such Letter of Credit and (b) with respect to a Several Letter of Credit, each MC
Lender.



“L/C Obligations” means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts. For purposes of computing the amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in accordance with Section
1.08. For all purposes of this Agreement, if on any date of determination a Letter of Credit
has expired by its terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn. For the purposes of determining the L/C Obligations held by any
Lender, a Lender shall be deemed to hold an amount equal to the sum of (a) the aggregate amount of
each Lender’s direct obligation in all outstanding Several Letters of Credit, (b) its risk
participation in all outstanding Fronted Letters of Credit, and (c) its L/C Advances. The L/C
Obligation of the Borrower shall be the aggregate amount available to be drawn under all
outstanding Letters of Credit issued for the account of the Borrower and its subsidiaries plus
the aggregate of all Unreimbursed Amounts owed by the Borrower.



“Lenders” means the Persons listed on Schedule 2.01 and Schedule 2.02
and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption
or pursuant to Section 2.22, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Assumption, and includes, as the context may require, each Swing Line
Lender.



“Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Borrower and the Administrative Agent which office may
include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such
Affiliate. Unless the context otherwise requires each reference to a Lender shall include its
applicable Lending Office.



“Letter of Credit” means any standby letter of credit issued hereunder for the account
of the Borrower or any of its Subsidiaries, in each case for regulatory or general corporate
purposes. All Letters of Credit shall be denominated in Dollars.



“Letter of Credit Application” means each request for the issuance or amendment of a
Letter of Credit in the form from time to time in use by the Applicable Issuing Party.



“Letter of Credit Expiration Date” means the date which is one year after the Maturity
Date (or, if such day is not a Business Day, the next preceding Business Day).



“Letter of Credit Fee” has the meaning specified in Section 2.09(h).



“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $250,000,000
and (b) the Aggregate MC Commitments. The Letter of Credit Sublimit is part of, and not in
addition to, the Aggregate MC Commitments.



“Letter of Credit Termination Date” means a date on which any Letter of Credit expires
by its terms.



“LIBOR Quoted Currency” means each of the following currencies: Dollars, Euro and
Sterling; in each case as long as there is a published LIBOR rate with respect thereto.



“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset.



“Loan Documents” means this Agreement, each promissory note executed in connection
herewith, each Issuer Document (to the extent such Issuer Document is not inconsistent with the
terms of this Agreement as reasonably determined by the Administrative Agent), any agreement
creating or perfecting rights in Cash Collateral pursuant to the provisions of
Section 2.23.



“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement
in the form of a Committed Loan or a Swing Line Loan, as the context may require.



“London Banking Day” means any day on which dealings in Dollar deposits are conducted
by and between banks in the London interbank eurodollar market.



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



“Material Adverse Effect” means (a) a material adverse change in, or a material effect
on, the business or financial condition of the Borrower and the Subsidiaries taken as a whole or
(b) a material impairment of the rights and remedies of the Administrative Agent and the Lenders
taken as a whole under this Agreement and any promissory note furnished to a Lender pursuant to
Section 2.11(g), or of the ability of the Borrower to perform its material obligations
taken as a whole under such documents.



“Material Indebtedness” means Indebtedness (other than the Loans), or obligations in
respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in
an aggregate principal amount exceeding $250,000,000. For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in
respect of its Swap Agreements at any time shall be the net aggregate amount (giving effect to any
netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap
Agreements were terminated at such time.



“Maturity Date” means March 19, 2020.



“MC Availability Period” means the period from and including the Closing Date to but
excluding the earlier of (a) the Maturity Date, (b) the date of termination of the Aggregate MC
Commitments pursuant to Section 2.10, and (c) the date of termination of the MC Commitment
of each MC Lender to make MC Committed Loans, the obligation of each MC Swing Line Lender to make
MC Swing Line Loans and of the option of the Fronting Bank, in its sole discretion, and the
obligation of the Lenders, to make L/C Credit Extensions pursuant to Article VII.



“MC Commitment” means, with respect to each Lender, the commitment of such Lender to
make MC Committed Loans and such Lender’s obligation to purchase participations in MC Swing Line
Loans and to issue and participate in the issuance, extension and renewal of Letters of Credit for
the account of the Borrower, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender’s name on Schedule 2.02 or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its MC Commitment, as
applicable, as such amount may be (a) reduced or increased from time to time pursuant to
Section 2.10; (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04; and (c) increased from time to time pursuant to
Section 2.22.



“MC Committed Borrowing” means MC Committed Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurocurrency Rate Loans, as to which a single
Interest Period is in effect.



“MC Committed Loan” means a Base Rate Loan or a Eurocurrency Rate Loan made to the
Borrower by an MC Lender pursuant to Section 2.02. MC Committed Loans may be denominated
in Dollars or Alternative Currencies.



“MC Credit Exposure” means, with respect to any Lender at any time, the Dollar
Equivalent amount of the sum of (a) the outstanding principal amount of such Lender’s MC Committed
Loans, plus (b) such Lender’s obligation to purchase participations in MC Swing Line Loans
plus (c) the amount of L/C Obligations of such MC Lender on such date, in each case after
giving effect to any Credit Extensions and/or prepayments or repayments of Credit Extensions on
such date.



“MC Credit Facility” means the facility described in Sections 2.02 and
2.04 providing for MC Committed Loans to or for the benefit of the Borrower by the MC
Lenders in the maximum aggregate amount of the Aggregate MC Commitments, the facility described in
Section 2.07 providing for MC Swing Line Loans to or for the benefit of the Borrower by the
MC Swing Line Lenders in the maximum aggregate amount of the MC Swing Line Sublimit, and the
facility described in Section 2.09 providing for the issuance, extension and renewal of
Letters of Credit to or for the benefit of the Borrower by the Fronting Bank or the Several L/C
Agent and Lenders in the maximum aggregate amount of the Letter of Credit Sublimit, in each case as
adjusted from time to time pursuant to the terms of this Agreement.



“MC Lender” means each Lender that has an MC Commitment or, following termination of
the MC Commitments, has MC Credit Exposure, and includes each MC Swing Line Lender.



“MC Loans” means MC Committed Loans and MC Swing Line Loans.



“MC Swing Line Borrowing” means a borrowing of an MC Swing Line Loan pursuant to
Section 2.07.



“MC Swing Line Fronting Commitment” means, with respect to each MC Swing Line Lender,
the amount set forth in Schedule 1.01; provided that, (x) in no event shall the MC
Swing Line Fronting Commitments of all the MC Swing Line Lenders exceed the MC Swing Line Sublimit
and (y) except to the extent agreed to by any MC Swing Line Lender as permitted by Section
2.07(a), in no event shall the MC Swing Line Fronting Commitment of any MC Swing Line Lender
exceed the MC Commitment of such Lender.



“MC Swing Line Lender” means each of the Lenders set forth on Schedule
1.01(a), each in its capacity as provider of MC Swing Line Loans, any successor thereof or any
assignee thereof in the event of any assignment of a Lender’s MC Swing Line Fronting Commitment in
connection with an assignment of its MC Commitment to an Eligible Assignee in accordance with
Section 9.04.



“MC Swing Line Loan” has the meaning specified in Section 2.07(a).



“MC Swing Line Loan Notice” means a notice of an MC Swing Line Borrowing pursuant to
Section 2.07(b), which, if in writing, shall be substantially in the form of Exhibit
D or such other form as approved by the Administrative Agent (including any form on an
electronic platform or electronic transmission system as shall be approved by the Administrative
Agent), appropriately completed and signed by a Financial Officer of the Borrower.



“MC Swing Line Prohibition” has the meaning set forth in Section 2.07(b)(iii).



“MC Swing Line Rate” means for any day a fluctuating rate per annum equal to the
Federal Funds Rate in effect on such day plus 1/2 of 1% plus the Applicable Margin
for Eurocurrency Rate Loans in effect on such day minus the percentage per annum in effect
on such day applicable to commitment fees due to MC Lenders for such day in accordance with
Section 2.13(b).



“MC Swing Line Sublimit” means an amount equal to the lesser of (a) $1,350,000,000 and
(b) the Aggregate MC Commitments, as such amount may be adjusted from time to time pursuant to
Section 2.10. The MC Swing Line Sublimit is part of, and not in addition to, the Aggregate
MC Commitments.



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



“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a) (3) of
ERISA to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or
during the preceding five plan years, has made or been obligated to make contributions or to which
the Borrower or any ERISA Affiliate has any liability (contingent or otherwise).



“Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency.



“Non-MC Swing Line Lender” means those MC Lenders which are not MC Swing Line Lenders.



“Non-USD Swing Line Lender” means those USD Lenders which are not USD Swing Line
Lenders.



“Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of the Borrower arising under any Loan Document or otherwise with respect to any Loan or
Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and including interest and fees
that accrue after the commencement by or against the Borrower of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding.



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



“Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement,
excluding, however, such amounts imposed as a result of an assignment or other transfer (other than
an assignment or other transfer that occurs as a result of the Borrower’s request pursuant to
Section 2.20).



“Overnight Rate” means, for any day, (a) with respect to any amount denominated in
Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the
Administrative Agent or the applicable Swing Line Lender, as the case may be, in accordance with
banking industry rules on interbank compensation, and (b) with respect to any amount denominated in
an Alternative Currency, the rate of interest per annum at which overnight deposits in the
applicable Alternative Currency, in an amount approximately equal to the amount with respect to
which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank
of America in the applicable offshore interbank market for such currency to major banks in such
interbank market.



“Participant” has the meaning set forth in Section 9.04.



“Participant Register” has the meaning specified in Section 9.04(d).



“Participating Member State” means any member state of the European Union that adopts
or has adopted the Euro as its lawful currency in accordance with legislation of the European Union
relating to Economic and Monetary Union.



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



“Permitted Encumbrances” means:



(a) Liens imposed by law for taxes, assessments, levies or governmental charges of any
Governmental Authority, in each case that are not yet overdue by more than 60 days or are being
contested in good faith (and, if necessary, by appropriate proceedings) for which adequate reserves
have been established in accordance with GAAP;



(b) Liens imposed by law or which arise by operation of law and which are incurred in the
ordinary course of business, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and
mechanics’ liens, and landlords’ liens;



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



(d) Liens incurred or pledges or deposits made to secure the performance of bids, trade
contracts, tenders, leases, statutory obligations, surety, customs and appeal bonds, performance
bonds, customer deposits and other obligations of a similar nature, in each case in the ordinary
course of business;



(e) judgment liens in respect of judgments that do not constitute an Event of Default under
clause (k) of Article VII;



(f) easements, zoning restrictions, rights-of-way, leases, subleases and similar charges,
minor defects or irregularities in title and other similar encumbrances on the real property of
such Person imposed by law or arising in the ordinary course of business that do not secure any
monetary obligations (other than customary maintenance requirements) and which could not reasonably
be expected to have a Material Adverse Effect;



(g) statutory and common law rights of set-off and other similar rights and remedies as to
deposits of cash, securities, commodities and other funds in favor of banks, other depositary
institutions, securities or commodities intermediaries or brokerage;



(h) Liens of a collecting bank arising in the ordinary course of business under Section 4-208
of the Uniform Commercial Code in effect in the relevant jurisdiction and covering only the items
being collected upon;



(i) Liens of sellers of goods to the Borrower or a Subsidiary arising under Article 2 of the
Uniform Commercial Code in effect in the relevant jurisdiction or similar provisions of applicable
law in the ordinary course of business;



(j) any interest or title of a lessor, licensor or sublessor under any lease, license or
sublease (other than a Capital Lease or Synthetic Lease) entered into by the Borrower or a
Subsidiary in the ordinary course of business;



(k) leases or subleases of personal property of the Borrower or a Subsidiary or licenses of
patents, trademarks, copyrights or other intellectual property rights of the Borrower or any
Subsidiary granted in the ordinary course of business and which could not reasonably be expected to
have a Material Adverse Effect; and



(l) Liens consisting of an agreement to sell, transfer or dispose of any asset (to the extent
such sale, transfer or disposition is not prohibited by this Agreement);



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



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



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



“Platform” has the meaning specified in Section 5.01.




“Public Lender” has the meaning specified in Section 5.01.



“Recipient” means the Administrative Agent, any Lender, the Several L/C Agent, the
Fronting Bank or any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder.



“Register” has the meaning set forth in Section 9.04.



“Regulated Subsidiary” means any Subsidiary (i) that is regulated as a designated
clearing organization, designated contract market, swap execution facility, swap data repository,
systemically important financial institution, recognized clearing house, recognized investment
exchange, broker, dealer, underwriter, insurance company or any similar entity or (ii) whose
dividends may be restricted, whose activities may be limited or other regulatory actions with
respect to such Subsidiary may be taken, in each case by applicable Governmental Authorities in the
event that such Subsidiary does not maintain capital or liquidity at the level required by
applicable Governmental Authorities.



“Reimbursement Date” has the meaning set forth in Section 2.09(c)(i).



“Reimbursement Time” has the meaning set forth in Section 2.09(c)(i).



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



“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Borrowing Request, (b) with respect to a Borrowing,
conversion or continuation of MC Swing Line Loans, an MC Swing Line Loan Notice, (c) with respect
to a Borrowing, conversion or continuation of USD Swing Line Loans, a USD Swing Line Loan Notice
and (d) with respect to an L/C Credit Extension, a Letter of Credit Application.



“Required Lenders” means, at any time, Lenders having more than 50% of Aggregate
Commitments, or if the Commitment of each Lender to make Loans, the obligations of the Swing Line
Lenders to make Swing Line Loans and the option of the Fronting Bank, in its sole discretion, and
obligation of the MC Lenders, to make L/C Credit Extensions have been terminated pursuant to
Article VII, Lenders holding in aggregate more than 50% of the Aggregate Credit Exposure
(with the aggregate amount of each Lender’s risk participation and funded participation in Swing
Line Loans and L/C Obligations being deemed “held” by such Lender for purposes of this definition)
shall constitute “Required Lenders”; provided, that the Commitment of, and the portion of the
Aggregate Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for the
purposes of making a determination of Required Lenders (except that the amount of any participation
in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that
have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender
that is the Swing Line Lender or Fronting Bank, as the case may be, in making such determination).



“Required MC Lenders” means, at any time, MC Lenders having more than 50% of Aggregate
MC Commitments at such time; provided that if the MC Commitment of each MC Lender to make MC Loans,
the obligations of the MC Swing Line Lenders to make MC Swing Line Loans and the option of the
Fronting Bank, in its sole discretion, and obligation of the MC Lenders, to make L/C Credit
Extensions have been terminated pursuant to Article VII, MC Lenders holding in aggregate
more than 50% of the Aggregate MC Credit Exposure (with the aggregate amount of each MC Lender’s
risk participation and funded participation in MC Swing Line Loans and L/C Obligations being deemed
“held” by such MC Lender for purposes of this definition) shall constitute “Required MC Lenders”;
provided further that, the MC Commitment of, and the portion of the Aggregate MC Credit Exposure
held or deemed held by, any MC Lender which is a Defaulting Lender shall be excluded for the
purposes of making a determination of Required MC Lenders (except that the amount of any
participation in any MC Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has
failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be
held by the Lender that is the MC Swing Line Lender or Fronting Bank, as the case may be, in making
such determination).



“Required USD Lenders” means, at any time, USD Lenders having more than 50% of
Aggregate USD Commitments at such time; provided that if the USD Commitment of each USD Lender to
make USD Committed Loans and the obligations of the USD Swing Line Lenders to make USD Swing Line
Loans have been terminated pursuant to Article VII, USD Lenders holding in aggregate more
than 50% of the Aggregate USD Credit Exposure (with the aggregate amount of each USD Lender’s risk
participation and funded participation in USD Swing Line Loans being deemed “held” by such USD
Lender for purposes of this definition) shall constitute “Required USD Lenders”; provided further
that, the USD Commitment of, and the portion of the Aggregate USD Credit Exposure held or deemed
held by, any USD Lender which is a Defaulting Lender shall be excluded for the purposes of making a
determination of Required USD Lenders (except that the amount of any participation in any USD Swing
Line Loan that such Defaulting Lender has failed to fund that has not been reallocated to and
funded by another Lender shall be deemed to be held by the Lender that is the USD Swing Line Lender
in making such determination).



“Revaluation Date” means, with respect to any MC Committed Loan, each of the
following: (i) each date of an MC Committed Borrowing of a Eurocurrency Rate Loan denominated in
an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated
in an Alternative Currency pursuant to Section 2.04, and (iii) such additional dates as the
Administrative Agent in its reasonable discretion may, or at the direction of the Required MC
Lenders or at the reasonable request of the Borrower, shall, determine from time to time.



“Same Day Funds” means (a) with respect to disbursements and payments in Dollars,
immediately available funds, and (b) with respect to disbursements and payments in an Alternative
Currency, same day or other funds as may be determined by the Administrative Agent to be customary
in the place of disbursement or payment for the settlement of international banking transactions in
the relevant Alternative Currency.



“Sanction(s)” means any international economic sanction administered or enforced by
the United States Government (including without limitation, OFAC), the United Nations Security
Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.



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



“Senior Officer” means the chief executive officer, president, any senior managing
director, any corporate secretary, or any Financial Officer of the Borrower. Any document delivered
hereunder that is signed by a Senior Officer of the Borrower shall be conclusively presumed to have
been authorized by all necessary corporate, partnership and/or other action on the part of such
Borrower and such Senior Officer shall be conclusively presumed to have acted on behalf of such
Borrower.



“Several L/C Agent” means Bank of America located at the Several L/C Agent’s Office,
in its capacity as agent and attorney-in-fact for the Lenders in issuing and amending Several
Letters of Credit, or any replacement Several L/C Agent.



“Several L/C Agent’s Office” means the Several L/C Agent’s address as set forth on
Schedule 9.01, or such other address as the Several L/C Agent may from time to time notify
to the Borrower and the Lenders.



“Several Letter of Credit” means a Letter of Credit issued severally by or on behalf
of the Lenders pursuant to which the Lenders are severally liable to the beneficiary which shall be
in the form as may be agreed by the Borrower and the Several L/C Agent and which shall include
reference to the “Commitment share” of each Lender thereunder as set forth in Section
2.09(b).



“SGX Mutual Offset Agreement” means an agreement between Chicago Mercantile Exchange
Inc. and Singapore Exchange Limited (“SGX”) which allows trades in certain fungible products (i.e.
“Eurodollars”) executed at one exchange to be transferred to the other exchange for liquidation.
The mutual offset arrangement is designed to allow futures traders to manage overnight risk.



“Significant Subsidiary” means any Subsidiary of the Borrower that is a “significant
subsidiary” as defined in Rule 1-102(w) of Regulation S-X under the Securities Act of 1933, as
amended and in effect from time to time.



“Special Notice Currency” means at any time an Alternative Currency, other than the
currency of a country that is a member of the Organization for Economic Cooperation and Development
at such time located in North America or Europe.



“Spot Rate” for a currency means the rate determined by the Administrative Agent to be
the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such
Person of such currency with another currency through its principal foreign exchange trading office
at approximately 11:00 a.m. New York time on the date two Business Days prior to the date as of
which the foreign exchange computation is made; provided that the Administrative Agent may
obtain such spot rate from another financial institution designated by the Administrative Agent if
the Person acting in such capacity does not have as of the date of determination a spot buying rate
for any such currency.



“Sterling” and “£” mean the lawful currency of the United Kingdom.



“subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of voting stock is at
the time beneficially owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person.



“Subsidiary” means any subsidiary of the Borrower, other than DME Holdings, Ltd., a
Bermuda exempted company, and its subsidiaries.



“Swap Agreement” means any agreement with respect to any swap, forward, future, credit
attributes or derivative transaction or option or similar agreement involving, or settled by
reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or
value or any similar transaction or any combination of these transactions; provided that no
phantom stock or similar plan providing for payments only on account of services provided by, or
salary deferred by, current or former directors, officers, employees or consultants of the Borrower
or the Subsidiaries shall be a Swap Agreement.



“Swing Line Lender” means, individually or collectively, as the context may require,
each USD Swing Line Lender and each MC Swing Line Lender.



“Swing Line Loan” means, individually or collectively, as the context may require,
each MC Swing Line Loan and each USD Swing Line Loan.



“Synthetic Lease” means any tax retention or other synthetic lease which is treated as
an operating lease under GAAP but the liabilities under which are or would be characterized as
indebtedness of such Person for tax purposes.



“Synthetic Lease Obligations” of any Person means the obligations of such Person to
pay rent or other amounts under any Synthetic Lease.



“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express
Transfer payment system which utilizes a single shared platform and which was launched on November
19, 2007.



“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be
operative, such other payment system, if any, reasonably determined by the Administrative Agent to
be a suitable replacement) is open for the settlement of payments in Euro.



“Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



“Tranche Conversion” has the meaning set forth in Section 2.10(d).



“Transactions”, with respect to any date, means the execution, delivery and
performance by the Borrower of this Agreement and the use of the proceeds thereof by the Borrower,
the borrowing of Loans and the issuance, renewal and extension of Letters of Credit on and as of
such date.



“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan or on the Loans comprising such Borrowing, is determined by reference to the
Eurocurrency Rate or the Base Rate, or in the case of an MC Swing Line Loan, the MC Swing Line
Rate, or in the case of a USD Swing Line Loan, the USD Swing Line Rate.



“UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York.



“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice
for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or
such later version thereof as may be in effect at the time of issuance).



“Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in
accordance with the assumptions used for funding the Plan pursuant to Section 412 of the Code for
the applicable plan year.



“Unreimbursed Amount” has the meaning set forth in Section 2.09(c)(ii).



“USD Availability Period” means the period from and including the Closing Date to, but
excluding, the earlier of (a) the Maturity Date, (b) the date of termination of the Aggregate USD
Commitments pursuant to Section 2.10, and (c) the date of termination of the USD Commitment
of each USD Lender to make USD Committed Loans and the obligation of each USD Swing Line Lender to
make USD Swing Line Loans pursuant to Article VII.



“USD Commitment” means, with respect to each Lender, the commitment of such Lender to
make USD Committed Loans and such Lender’s obligation to purchase participations in USD Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set
forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its USD Commitment, as applicable, as such amount
may be (a) reduced or increased from time to time pursuant to Section 2.10; (b) reduced or
increased from time to time pursuant to assignments by or to such Lender pursuant to Section
9.04; and (c) increased from time to time pursuant to Section 2.22.



“USD Committed Borrowing” means USD Committed Loans of the same Type, made, converted
or continued on the same date and, in the case of Eurocurrency Rate Loans, as to which a single
Interest Period is in effect.



“USD Committed Loan” means a Base Rate Loan or a Eurocurrency Rate Loan made to the
Borrower by a USD Lender pursuant to Section 2.01. All USD Committed Loans shall be
denominated in Dollars.



“USD Credit Exposure” means, with respect to any Lender at any time, the sum of (a)
the outstanding principal amount of such Lender’s USD Committed Loans , plus (b) such
Lender’s obligation to purchase participations in USD Swing Line Loans.



“USD Credit Facility” means the facility described in Sections 2.01 and
2.04 providing for USD Committed Loans to or for the benefit of the Borrower by the USD
Lenders in the maximum aggregate amount of the Aggregate USD Commitments, and the facility
described in Section 2.08 providing for USD Swing Line Loans to or for the benefit of the
Borrower by the USD Swing Line Lenders in the maximum aggregate amount of the USD Swing Line
Sublimit, in each case as adjusted from time to time pursuant to the terms of this Agreement.



“USD Lender” means each Lender that has a USD Commitment or, following termination of
the USD Commitments, has USD Credit Exposure, and includes each USD Swing Line Lender.



“USD Loans” means USD Committed Loans and USD Swing Line Loans.



“USD Swing Line Borrowing” means a borrowing of a USD Swing Line Loan pursuant to
Section 2.08.



“USD Swing Line Fronting Commitment” means, with respect to each USD Swing Line
Lender, the amount determined for such Lender in accordance with Section 2.10(e); provided
that, (x) in no event shall the USD Swing Line Fronting Commitments of all the USD Swing Line
Lenders exceed the USD Swing Line Sublimit and (y) except to the extent agreed to by any USD Swing
Line Lender as permitted by Section 2.08(a), in no event shall the USD Swing Line Fronting
Commitment of any USD Swing Line Lender exceed the USD Commitment of such Lender. As of the
Closing Date, there are no USD Swing Line Fronting Commitments.



“USD Swing Line Lender” means each of the Lenders determined to be a USD Swing Line
Lender in accordance with Section 2.10(e), each in its capacity as provider of USD Swing
Line Loans, any successor thereof or any assignee thereof in the event of any assignment of a
Lender’s USD Swing Line Fronting Commitment in connection with an assignment of its USD Swing
Commitment to an Eligible Assignee in accordance with Section 9.04. As of the Closing
Date, there are no USD Swing Line Lenders.



“USD Swing Line Loan” has the meaning specified in Section 2.08(a).



“USD Swing Line Loan Notice” means a notice of a USD Swing Line Borrowing pursuant to
Section 2.08(b), which, if in writing, shall be substantially in the form of Exhibit D or
such other form as approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approved by the Administrative Agent),
appropriately completed and signed by a Financial Officer of the Borrower.



“USD Swing Line Prohibition” has the meaning set forth in Section
2.08(b)(iii).



“USD Swing Line Rate” means for any day a fluctuating rate per annum equal to the
Federal Funds Rate in effect on such day plus 1/2 of 1% plus the Applicable Margin for Eurocurrency
Rate Loans in effect on such day minus the percentage per annum in effect on such day applicable to
commitment fees due to USD Swing Lenders for such day in accordance with Section 2.13(b).



“USD Swing Line Sublimit” means an amount equal to the lesser of (a) the aggregate
amount of USD Swing Line Fronting Commitments of all USD Swing Line Lenders determined in
accordance with Section 2.10(e) and (b) the Aggregate USD Commitments. The USD Swing Line
Sublimit is part of, and not in addition to, the Aggregate USD Commitments.



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



1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans
and Borrowings may be classified and referred by Type.



1.03 Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation shall,
unless otherwise specified, refer to such law or regulation as amended, modified or supplemented
from time to time, and (f) the words “asset” and “property” shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights. In the computation of periods of time
from a specified date to a later specified date, the word “from” means “from and
including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”



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



1.05 Exchange Rates; Currency Equivalents. (a) The Administrative Agent shall
determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent
amounts of MC Committed Borrowings denominated in Alternative Currencies. Such Spot Rates shall
become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any
amounts between the applicable currencies until the next Revaluation Date to occur. Except for
purposes of financial statements delivered by the Borrower hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable amount of any currency
(other than Dollars) for purposes hereof shall be such Dollar Equivalent amount as so determined by
the Administrative Agent.



(b) Wherever in this Agreement in connection with an MC Committed Borrowing or conversion,
continuation or prepayment thereof, an amount, such as a required minimum or multiple amount, is
expressed in Dollars, but such MC Committed Borrowing or conversion, continuation or prepayment
thereof is denominated in an Alternative Currency, such amount shall be the relevant Alternative
Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative
Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.



1.06 Additional Alternative Currencies. (a) The Borrower may from time to time
request that Eurocurrency Rate Loans under the MC Credit Facility be made in a currency other than
those specifically listed in the definition of “Alternative Currency;” provided that such
requested currency is a lawful currency (other than Dollars) that is readily available and freely
transferable and convertible into Dollars. Any such request shall be subject to the approval of
the Administrative Agent and each of the MC Lenders. Loans denominated in such other currencies
shall only be available under the MC Credit Facility.



(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m. New
York time, ten Business Days prior to the date of the desired MC Committed Borrowing (or such other
time or date as may be agreed by the Administrative Agent in its sole discretion). In the case of
any such request, the Administrative Agent shall promptly notify each MC Lender thereof. Each MC
Lender shall notify the Administrative Agent, not later than 11:00 a.m. New York time, five
Business Days after receipt of such request whether it consents, in its sole discretion, to the
making of Eurocurrency Rate Loans in such requested currency.



(c) Any failure by an MC Lender to respond to such request within the time period specified in
the last sentence of Section 1.06(b) shall be deemed to be a refusal by such Lender to
permit Eurocurrency Rate Loans to be made in such requested currency. If the Administrative Agent
and all the MC Lenders consent to making Eurocurrency Rate Loans in such requested currency, the
Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for
all purposes to be an Alternative Currency hereunder for purposes of any MC Committed Borrowings of
Eurocurrency Rate Loans. If the Administrative Agent shall fail to obtain consent to any request
for an additional currency under this Section 1.06, the Administrative Agent shall promptly
so notify the Borrower.



1.07 Change of Currency. (a) Each obligation of the Borrower to make a payment
denominated in the national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of
such adoption . If, in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be inconsistent with any
convention or practice in the London interbank market for the basis of accrual of interest in
respect of the Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful currency;
provided that if any MC Committed Borrowing in the currency of such member state is
outstanding immediately prior to such date, such replacement shall take effect, with respect to
such MC Committed Borrowing, at the end of the then current Interest Period.



(b) Each provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be appropriate to reflect
the adoption of the Euro by any member state of the European Union and any relevant market
conventions or practices relating to the Euro.



(c) Each provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be appropriate to reflect
a change in currency of any other country and any relevant market conventions or practices relating
to the change in currency.



1.08 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any Letter of Credit that, by
its terms or the terms of any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit (other than in the case
of calculations made under Section 2.09(h)) shall be deemed to be the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or not such maximum
stated amount is in effect at such time



ARTICLE II

THE CREDITS




2.01 USD Commitments. Subject to the terms and conditions set forth herein, (a) each
USD Lender agrees to make USD Committed Loans to the Borrower from time to time during the USD
Availability Period in such USD Lender’s Applicable Percentage in such aggregate principal amount
that will not result in (a) such Lender’s USD Credit Exposure exceeding such Lender’s USD
Commitment or (b) the Aggregate USD Credit Exposures exceeding the Aggregate USD Commitments;
provided that (x) after giving effect to any Credit Extension pursuant to this Section
2.01, no new USD Committed Loan for which the Borrower has delivered a Committed Borrowing
Request pursuant to Section 2.04 shall be made at any time a USD Swing Line Loan is
outstanding unless such USD Swing Line Loan is repaid concurrently with the making of such USD
Committed Loan. Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow USD Committed Loans. All USD Committed Loans
shall be denominated in Dollars.



2.02 MC Commitments. Subject to the terms and conditions set forth herein, (a) each
MC Lender agrees to make MC Committed Loans to the Borrower from time to time during the MC
Availability Period in such MC Lender’s Applicable Percentage of such aggregate amounts as the
Borrower may from time to time request, (b) each MC Lender severally agrees to (1) issue and renew
from time to time, on any Business Day, during the MC Availability Period in such MC Lender’s
Applicable Percentage, Several Letters of Credit at the request of and for the account of the
Borrower or its Subsidiaries (which such Several Letters of Credit will be executed by the Several
L/C Agent as agent and attorney-in-fact for each such Lender (and if requested by the Borrower or
the Several L/C Agent, as contemplated by Section 2.09(b), each MC Lender), and (2) to
honor drawings under the Several Letters of Credit in an amount equal to its Applicable Percentage,
and (c) if the Borrower so requests in any applicable Letter of Credit Application, the Fronting
Bank may, in its sole and absolute discretion, agree to issue and renew Fronted Letters of Credit
for the account of the Borrower or its Subsidiaries, from time to time, on any Business Day, during
the MC Availability Period, and each MC Lender agrees to purchase risk participations in the
obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in
Section 2.09; provided that (x) after giving effect to any Credit Extension
pursuant to this Section 2.02, (i) the Aggregate MC Credit Exposures shall not exceed the
Aggregate MC Commitments, and (ii) such Lender’s MC Credit Exposure shall not exceed such Lender’s
MC Commitment; and (y) no new MC Committed Loan for which the Borrower has delivered a Committed
Borrowing Request pursuant to Section 2.04 shall be made at any time an MC Swing Line Loan
is outstanding unless such MC Swing Line Loan is repaid concurrently with the making of such MC
Committed Loan. Within the foregoing limits, and subject to the terms and conditions set forth
herein, (x) the Borrower’s ability to obtain Letters of Credit shall be fully revolving and
accordingly the Borrower may during the MC Availability Period obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and fully reimbursed and (y) the
Borrower may borrow, prepay or reborrow MC Committed Loans. MC Committed Loans may be denominated
in Dollars or Alternative Currencies.



2.03 Committed Loans and Borrowings. (a) Each USD Committed Loan shall be made as
part of a USD Committed Borrowing consisting of USD Committed Loans made by the Lenders ratably in
accordance with their respective USD Commitments. Each MC Committed Loan shall be made as part of
an MC Committed Borrowing consisting of MC Committed Loans made by the Lenders ratably in
accordance with their respective MC Commitments. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that each of the USD Commitments and the MC Commitments of the Lenders, are
several and no Lender shall be responsible for any other Lender’s failure to make Loans as
required. The Borrower shall use commercially reasonable efforts to the extent practicable (taking
into account the minimum denominations required for Committed Borrowings and the Borrower’s need
for Loans in Alternative Currencies) to allocate Committed Borrowings hereunder such that, after
giving pro forma effect to each such Committed Borrowing, the percentage of unused USD Commitments
relative to the Aggregate USD Commitments and unused MC Commitments relative to the Aggregate MC
Commitments are approximately equal; provided that, the failure to maintain such
approximately equal percentages shall not be a Default or Event of Default hereunder.



(b) Subject to Section 2.15, each Committed Borrowing shall be comprised entirely of
Base Rate Loans or Eurocurrency Rate Loans as the Borrower may request in accordance herewith;
provided that, all MC Committed Borrowings denominated in Alternative Currencies shall be
Eurocurrency Rate Loans. Each Lender at its option may make any Eurocurrency Rate Loan by causing
any domestic or foreign branch or Affiliate of such Lender to make such Committed Loan;
provided that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement.



(c) At the commencement of each Interest Period for any Eurocurrency Rate Committed Borrowing,
such Committed Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000
and not less than $5,000,000. At the time that each Base Rate Committed Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less
than $1,000,000; provided that, (i) in the case of the USD Credit Facility, a Base Rate
Committed Borrowing may be in an aggregate amount that is equal to the entire unused balance of the
Aggregate USD Commitments and (ii) in the case of the MC Credit Facility, a Base Rate Committed
Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate
MC Commitments. Committed Borrowings of more than one Type may be outstanding at the same time;
provided that (i) there shall not at any time be more than a total of fifteen (15)
Eurocurrency Rate Committed Borrowings outstanding.



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



2.04 Requests for Committed Borrowings. To request a Committed Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone or a Committed
Borrowing Request (a) in the case of a Eurocurrency Rate Committed Borrowing denominated in
Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the
proposed Committed Borrowing, (b) in the case of a Eurocurrency Rate Committed Borrowing
denominated in any Alternative Currency, not later than 11:00 a.m., New York City time, four
Business Days (or five Business Days in the case of a Special Notice Currency) before the date of
the proposed Borrowing or (c) in the case of a Base Rate Committed Borrowing, not later than (i)
9:00 a.m., New York City time on the Closing Date for any Base Rate Committed Borrowing to be made
on the Closing Date and (ii) 11:00 a.m., New York City time, on the date of the proposed Committed
Borrowing for any Base Rate Committed Borrowing to be made after the Closing Date. Each such
telephonic Committed Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or facsimile to the Administrative Agent of a written Committed Borrowing Request in
substantially the form of Exhibit C or otherwise in a form approved by the Administrative
Agent and signed by a Financial Officer of the Borrower (or in any form on an electronic platform
or electronic transmission system as shall be approved by the Administrative Agent). Each such
telephonic and written Committed Borrowing Request shall specify the following information in
compliance with Section 2.03:




(i) the aggregate amount of the requested Committed Borrowing;




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




(iii) whether such Committed Borrowing is requested under the USD Credit
Facility or the MC Credit Facility;




(iv) whether such Committed Borrowing is to be a Base Rate Committed Borrowing
or a Eurocurrency Rate Committed Borrowing;




(v) in the case of a Eurocurrency Rate Committed Borrowing, the initial
Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period”;




(vi) in the case of the MC Credit Facility, the currency of the Committed Loans
to be borrowed; and




(vii) the location and number of the Borrower’s account to which funds are to
be disbursed, which shall comply with the requirements of Section 2.05.



If no election as to the Type of Committed Borrowing is specified, then the requested Committed
Borrowing shall be a Base Rate Committed Borrowing. If no Interest Period is specified with
respect to any requested Eurocurrency Rate Committed Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month’s duration. If the Borrower fails to specify a
currency in a Committed Borrowing Request under the MC Credit Facility, then the Committed Loans so
requested shall be made in Dollars. Promptly following receipt of a Committed Borrowing Request
with respect to the USD Credit Facility in accordance with this Section 2.04, the
Administrative Agent shall advise each USD Lender of the details thereof and of the amount of such
USD Lender’s USD Committed Loan to be made as part of the requested Committed Borrowing. Promptly
following receipt of a Committed Borrowing Request with respect to the MC Credit Facility in
accordance with this Section 2.04, the Administrative Agent shall advise each MC Lender of
the details thereof and of the amount of such MC Lender’s MC Committed Loan to be made as part of
the requested Committed Borrowing.




2.05 Funding of Committed Borrowings.



(a) Each Lender shall make each Committed Loan to be made by it hereunder on the proposed date
thereof by wire transfer of Same Day Funds by (i) 11:00 a.m., New York City time, for any Committed
Borrowing to be made on the Closing Date, (ii) 1:00 p.m., New York City time, for any Committed
Borrowing to be made after the Closing Date denominated in Dollars, and (iii) not later than the
Applicable Time specified by the Administrative Agent in the case of any MC Committed Loan in an
Alternative Currency, in each case on the Business Day specified in the applicable Borrowing
Request and at the Administrative Agent’s Office for the applicable currency. The Administrative
Agent will make such Committed Loans available to the Borrower by 2:00 p.m., New York City time by
crediting the amounts so received, in like funds, to an account of the Borrower designated by the
Borrower in the applicable Committed Borrowing Request.



(b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Eurocurrency Rate Committed Borrowing (or, in the case of any Base Rate
Committed Borrowing, prior to (i) 10:00 a.m., New York City time, for any Committed Borrowing to be
made on the Closing Date, and (ii) 12:00 p.m., New York City time, on the date of such Committed
Borrowing for any Committed Borrowing that is made after the Closing Date) that such Lender will
not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section 2.05 and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Committed Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but excluding the date of
payment to the Administrative Agent, at (i) in the case of such Lender, the Overnight Rate or (ii)
in the case of the Borrower, the interest rate applicable to Base Rate Loans. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such Lender’s Committed
Loan included in such Committed Borrowing. Nothing herein shall be deemed to relieve any Lender
from its duty to fulfill its obligations hereunder or to prejudice any rights which the Borrower
may have against any Lender as a result of any default by such Lender hereunder.




2.06 Interest Elections.



(a) Each Committed Borrowing initially shall be of the Type specified in the applicable
Committed Borrowing Request and, in the case of a Eurocurrency Rate Committed Borrowing, shall have
an initial Interest Period as specified in such Committed Borrowing Request. Thereafter, the
Borrower may elect to convert such Committed Borrowing to a different Type or to continue such
Committed Borrowing and, in the case of a Eurocurrency Rate Committed Borrowing, may elect Interest
Periods therefor, all as provided in this Section 2.06. In the case of any such conversion
or continuation, the Borrower may elect different options with respect to different portions of the
affected Committed Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Committed Loans comprising such Committed Borrowing, and the Committed Loans
comprising each such portion shall be considered a separate Committed Borrowing; provided
that, (i) no MC Committed Loan may be converted into or continued as an MC Committed Loan
denominated in a different currency, but instead must be prepaid in the original currency of such
MC Committed Loan and reborrowed in the other currency and (ii) USD Committed Loans may only be
made in Dollars.



(b) To make an election pursuant to this Section 2.06 in the case of either Facility,
the Borrower shall notify the Administrative Agent of such election by telephone or a Committed
Borrowing Request by the time that a Committed Borrowing Request for Committed Loans would be
required under Section 2.04 if the Borrower were requesting a Committed Borrowing of
Committed Loans of the Type resulting from such election to be made on the effective date of such
election. Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Interest
Election Request substantially in the form of Exhibit C hereto or otherwise in a form
approved by the Administrative Agent and signed by a Financial Officer of the Borrower, provided
that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such
notice.



(c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.03:




(i) the Committed Borrowing to which such Interest Election Request applies
and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Committed Borrowing
(in which case the information to be specified pursuant to clauses (iii) and (v)
below shall be specified for each resulting Committed Borrowing); provided
that, (i) no MC Committed Loan may be converted into or continued as an MC Committed
Loan denominated in a different currency, but instead must be prepaid in the
original currency of such MC Committed Loan and reborrowed in the other currency and
(ii) USD Committed Loans may only be made in Dollars;




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




(iii) whether the resulting Committed Borrowing is to be a Base Rate Committed
Borrowing or a Eurocurrency Rate Committed Borrowing;




(iv) in the case of the MC Credit Facility, the currency of the applicable
Committed Borrowings; and




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



If any such Interest Election Request requests a Eurocurrency Rate Committed Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period
of one month’s duration. If the Borrower fails to specify a currency in a Committed Borrowing
Request under the MC Credit Facility, then the Committed Borrowing so requested shall be made in
Dollars.



(d) Promptly following receipt of an Interest Election Request with respect to the USD Credit
Facility, the Administrative Agent shall advise each USD Lender of the details thereof and of such
Lender’s portion of each resulting Committed Borrowing. Promptly following receipt of an Interest
Election Request with respect to the MC Credit Facility, the Administrative Agent shall advise each
MC Lender of the details thereof and of such Lender’s portion of each resulting Committed
Borrowing.



(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurocurrency Rate Committed Borrowing prior to the end of the Interest Period applicable thereto,
then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to a Base Rate Committed Borrowing; provided, however,
that in the case of a failure to timely request a continuation of MC Committed Loans denominated in
an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original
currency with an Interest Period of one month. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing
(i) no outstanding Committed Borrowing may be converted to or continued as a Eurocurrency Rate
Committed Borrowing and (ii) unless repaid, each Eurocurrency Rate Committed Borrowing shall be
converted to a Base Rate Committed Borrowing at the end of the Interest Period applicable thereto;
provided that, in the case of any MC Committed Loans denominated in an Alternative
Currency, the Required MC Lenders may demand that any or all of such outstanding Eurocurrency Rate
Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on
the last day of the then current Interest Period with respect thereto.



(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange,
continue or rollover all of the portion of its Loans in connection with any refinancing, extension,
loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a
cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.




2.07 MC Swing Line Loans.



(a) The MC Swing Line. Subject to the terms and conditions set forth herein, each MC
Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this
Section 2.07, shall make loans in Dollars (each such loan, a “MC Swing Line Loan”)
to the Borrower from time to time on any Business Day during the MC Availability Period in an
aggregate amount not to exceed at any time outstanding such MC Swing Line Lender’s MC Swing Line
Fronting Commitment (and may, in its sole and absolute discretion, make MC Swing Line Loans in an
amount greater than (i) such MC Swing Line Fronting Commitment and (ii) when aggregated with the
Applicable Percentage of the MC Credit Exposure of such MC Swing Line Lender, the amount of such
Lender’s MC Commitment; provided that, (x) after giving effect to any MC Swing Line Loan,
(A) the Aggregate MC Credit Exposures shall not exceed the Aggregate MC Commitments, and (B) the
aggregate outstanding amount of all MC Swing Line Loans shall not exceed the MC Swing Line
Sublimit, and (y) no MC Swing Line Lender shall be under any obligation to make any MC Swing Line
Loan if it shall determine (which determination shall be conclusive and binding absent manifest
error) that it has, or by such Credit Extension may have, Fronting Exposure (after giving effect to
Sections 2.24(a)(iv), 2.23(b), and the option of any other MC Swing Line Lender to
make MC Swing Line Loans in an amount greater than such MC Swing Line Lender’s MC Swing Line
Fronting Commitment); and provided, further, that the Borrower shall not use the
proceeds of any MC Swing Line Loan to refinance any outstanding MC Swing Line Loan. Within the
foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow
under this Section 2.07, prepay under Section 2.10, and reborrow under this
Section 2.07. Each MC Swing Line Loan shall be denominated in Dollars. Immediately upon
the making of an MC Swing Line Loan, each Non-MC Swing Line MC Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the MC Swing Line Lenders making
such MC Swing Line Loan on a pro rata basis a risk participation in such MC Swing Line Loan in an
amount equal to the product of such Lender’s Applicable Percentage with respect to the MC Credit
Facility times the amount of such MC Swing Line Loan.



(b) Borrowing Procedures.




(i) Each MC Swing Line Borrowing shall be made upon the Borrower’s irrevocable
notice to the Administrative Agent, which may be given by telephone or by an MC
Swing Line Loan Notice. Each such notice must be received by the Administrative
Agent not later than 4:45 p.m. (New York City time) on the requested borrowing date,
and shall specify (i) the amount to be borrowed, which shall be a minimum of
$100,000, and (ii) the requested borrowing date, which shall be a Business Day.
Each such telephonic notice must be confirmed promptly by delivery to the
Administrative Agent of a written MC Swing Line Loan Notice, appropriately completed
and signed by a Financial Officer of the Borrower, provided that the lack of
such a confirmation shall not affect the conclusiveness or binding effect of such
notice.




(ii) Immediately as commercially practicable following receipt of an MC Swing
Line Loan Notice in accordance with this Section 2.07, the Administrative
Agent shall advise each MC Swing Line Lender of the details thereof and of the
amount of such MC Swing Line Lender’s MC Swing Line Loan to be made as part of the
requested MC Swing Line Loan Notice. Each MC Swing Line Loan shall be made on a pro
rata basis by all of the MC Swing Line Lenders in accordance with their respective
Applicable MC Swing Line Percentages; provided that the MC Swing Line
Fronting Commitment of the MC Swing Line Lenders, are several and no MC Swing Line
Lender shall be responsible for any other MC Swing Line Lender’s failure to make MC
Swing Line Loans as required; provided further that any MC Swing Line Lender may, in
its sole discretion, fund more than its pro rata share subject to Section
2.07(a) if requested by the Borrower or if any other MC Swing Line Lender fails
to make MC Swing Line Loans as required as set forth above.




(iii) Subject to the terms and conditions hereof, each MC Swing Line Lender
will, not later than 5:30 p.m. (New York City time) on the borrowing date specified
in such MC Swing Line Loan Notice, make the amount of its Applicable MC Swing Line
Percentage of such MC Swing Line Loan available to the Administrative Agent’s Office
in Same Day Funds; provided that, such MC Swing Line Lender shall not be required to
make such amount available in the event such MC Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at the
request of any Lender), which (if applicable) the Administrative Agent shall provide
prior to 5:15 p.m. (New York City time) on the date of the proposed MC Swing Line
Borrowing, (A) directing such MC Swing Line Lender not to make such MC Swing Line
Loan as a result of the limitations set forth in the first proviso to the first
sentence of Section 2.07(a), or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied or waived in
accordance with the terms hereof (any such event described in clause (A) or (B)
above, an “MC Swing Line Prohibition”).




(iv) The Administrative Agent will make amounts it receives from MC Swing Line
Lenders pursuant to the terms of this Section 2.07 (other than in the case
of an MC Swing Line Prohibition) available to the Borrower by 5:30 p.m., New York
City time by crediting the amounts so received, in like funds, to an account of the
Borrower designated by the Borrower in the applicable MC Swing Line Loan Notice.



(c) Refinancing of MC Swing Line Loans.




(i) With respect to any MC Swing Line Loan held by an MC Swing Line Lender,
such MC Swing Line Lender at any time in its sole discretion may request (which
request shall have the same force and effect as if made by the Borrower) that each
Non-MC Swing Line Lender make an MC Committed Loan bearing interest at the Base Rate
in an amount equal to such MC Lender’s Applicable Percentage of the amount of such
MC Swing Line Loan then outstanding. Such request shall be made in writing (which
request shall have the same force and effect as if made by the Borrower) and in
accordance with the requirements of Section 2.04, without regard to the
minimum and multiples specified therein for the principal amount of Base Rate Loans,
but subject to the unutilized portion of the Aggregate MC Commitments and there
existing no Default or Event of Default at the time such MC Swing Line Loan is
deemed an MC Committed Loan. The applicable MC Swing Line Lender shall furnish the
Borrower with a copy of the applicable request promptly after delivering such
request to the Administrative Agent. Each such Non-MC Swing Line Lender shall make
an amount equal to its Applicable Percentage (with respect to the MC Credit
Facility) of the amount specified in such request available to the Administrative
Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral
available with respect to the applicable MC Swing Line Loan) for the account of the
applicable MC Swing Line Lender at the Administrative Agent’s Office for Dollar
denominated payments not later than 1:00 p.m. on the day specified in such request,
whereupon, subject to Section 2.07(c)(ii), each MC Lender that so makes
funds available shall be deemed to have made an MC Committed Loan bearing interest
at the Base Rate to the Borrower in such amount. The Administrative Agent shall
remit the funds so received to the applicable MC Swing Line Lender.




(ii) If for any reason any MC Swing Line Loan cannot be refinanced by such an
MC Committed Borrowing in accordance with Section 2.07(c)(i), the request
for Base Rate MC Committed Loans submitted by the MC Swing Line Lender as set forth
herein shall be deemed to be a request by the MC Swing Line Lender that each of the
Non-MC Swing Line Lenders fund its risk participation in the relevant MC Swing Line
Loan and each Non-MC Swing Line Lender’s payment to the Administrative Agent for the
account of the applicable MC Swing Line Lender pursuant to Section
2.07(c)(i) shall be deemed payment in respect of such risk participation.




(iii) If any Non-MC Swing Line Lender fails to make available to the
Administrative Agent for the account of the applicable MC Swing Line Lender any
amount required to be paid by such Non-MC Swing Line Lender pursuant to the
foregoing provisions of this Section 2.07(c) by the time specified in
Section 2.07(c)(i), such MC Swing Line Lender shall be entitled to recover
from such Non-MC Swing Line Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such payment
is required to the date on which such payment is immediately available to the
applicable MC Swing Line Lender at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, plus any administrative, processing or
similar fees customarily charged by such MC Swing Line Lender in connection with the
foregoing. If such Non-MC Swing Line Lender pays such amount (with interest and
fees as aforesaid), the amount so paid shall constitute such Non-MC Swing Line
Lender’s MC Committed Loan included in the relevant MC Committed Borrowing or funded
participation in the relevant MC Swing Line Loan, as the case may be. A certificate
of the applicable MC Swing Line Lender submitted to any Non-MC Swing Line Lender
(through the Administrative Agent) with respect to any amounts owing under this
clause (iii) shall be conclusive absent manifest error.




(iv) Each Non-MC Swing Line Lender’s obligation to make MC Committed Loans or
to purchase and fund risk participations in MC Swing Line Loans pursuant to this
Section 2.07(c) shall be absolute and unconditional and shall not be
affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against any MC Swing Line Lender,
the Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether
or not similar to any of the foregoing; provided, however, that each
Non-MC Swing Line Lender’s obligation to make MC Committed Loans pursuant to this
Section 2.07(c) is subject to the conditions set forth in Section
4.02. No such funding of risk participations shall relieve or otherwise impair
the obligation of the Borrower to repay MC Swing Line Loans, together with interest
as provided herein.



(d)



1



Repayment of Participations.




(i) At any time after any Non-MC Swing Line Lender has purchased and funded a
risk participation in an MC Swing Line Loan, if the MC Swing Line Lender who made
such MC Swing Line Loan receives any payment on account of such MC Swing Line Loan,
such MC Swing Line Lender will distribute to the Administrative Agent (for
distribution to such Non-MC Swing Line Lender) such Non-MC Swing Line Lender’s
Applicable Percentage thereof in the same funds as those received by such MC Swing
Line Lender.




(ii) If any payment received by any MC Swing Line Lender in respect of
principal or interest on any MC Swing Line Loan is required to be returned by such
MC Swing Line Lender under any of the circumstances described in Section
9.03 (including pursuant to any settlement entered into by such MC Swing Line
Lender in its discretion), each Non-MC Swing Line Lender shall pay to the MC Swing
Line Lender its Applicable Percentage thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the applicable Overnight Rate. The
Administrative Agent will make such demand upon the request of any MC Swing Line
Lender. The obligations of each Non-MC Swing Line Lender under this clause shall
survive the payment in full of the obligations of the Borrower hereunder and the
termination of this Agreement.



(e) Interest for Account of MC Swing Line Lender. The Administrative Agent shall be
responsible for invoicing the Borrower for interest on MC Swing Line Loans. Until each Non-MC
Swing Line Lender funds its MC Committed Loan or risk participation pursuant to this Section
2.07 to refinance such Lender’s Applicable Percentage of any MC Swing Line Loan, interest in
respect of such Applicable Percentage shall be solely for the account of the respective MC Swing
Line Lender.



(f) Payments. The Borrower shall make all payments of principal and interest in
respect of the MC Swing Line Loans directly to the Administrative Agent for pro rata distribution
to the applicable MC Swing Line Lenders in accordance with the amounts owing to them (and in
accordance with Section 2.07(b) and subject to Section 2.07(c)).




2.08 USD Swing Line Loans.



(a) The USD Swing Line. Subject to the terms and conditions set forth herein, each
USD Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this
Section 2.08, shall make loans in Dollars (each such loan, a “USD Swing Line Loan”)
to the Borrower from time to time on any Business Day during the USD Availability Period in an
aggregate amount not to exceed at any time outstanding such USD Swing Line Lender’s USD Swing Line
Fronting Commitment (and may, in its sole and absolute discretion, make USD Swing Line Loans in an
amount greater than (i) such USD Swing Line Fronting Commitment and (ii) when aggregated with the
Applicable Percentage of the USD Credit Exposure of such USD Swing Line Lender, the amount of such
Lender’s USD Commitment; provided that, (x) after giving effect to any USD Swing Line Loan,
(A) the Aggregate USD Credit Exposures shall not exceed the Aggregate USD Commitments, and (B) the
aggregate outstanding amount of all USD Swing Line Loans shall not exceed the USD Swing Line
Sublimit, and (y) no USD Swing Line Lender shall be under any obligation to make any USD Swing Line
Loan if it shall determine (which determination shall be conclusive and binding absent manifest
error) that it has, or by such Credit Extension may have, Fronting Exposure (after giving effect to
Sections 2.24(a)(iv), 2.23 (b), and the option of any other USD Swing Line Lender
to make USD Swing Line Loans in an amount greater than such USD Swing Line Lender’s USD Swing Line
Fronting Commitment); and provided, further, that the Borrower shall not use the
proceeds of any USD Swing Line Loan to refinance any outstanding USD Swing Line Loan. Within the
foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow
under this Section 2.08, prepay under Section 2.10, and reborrow under this
Section 2.08. Each USD Swing Line Loan shall be denominated in Dollars. Immediately upon
the making of a USD Swing Line Loan, each Non-USD Swing Line Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the USD Swing Line Lenders making such USD
Swing Line Loan on a pro rata basis a risk participation in such USD Swing Line Loan in an amount
equal to the product of such Lender’s Applicable Percentage with respect to the USD Credit Facility
times the amount of such USD Swing Line Loan.



(b) Borrowing Procedures.




(i) Each USD Swing Line Borrowing shall be made upon the Borrower’s irrevocable
notice to the Administrative Agent, which may be given by telephone or by a USD
Swing Line Loan Notice. Each such notice must be received by the Administrative
Agent not later than 4:45 p.m. (New York City time) on the requested borrowing date,
and shall specify (i) the amount to be borrowed, which shall be a minimum of
$100,000, and (ii) the requested borrowing date, which shall be a Business Day.
Each such telephonic notice must be confirmed promptly by delivery to the
Administrative Agent of a written USD Swing Line Loan Notice, appropriately
completed and signed by a Financial Officer of the Borrower, provided that
the lack of such a confirmation shall not affect the conclusiveness or binding
effect of such notice.




(ii) Immediately as commercially practicable following receipt of a USD Swing
Line Loan Notice in accordance with this Section 2.08, the Administrative
Agent shall advise each USD Swing Line Lender of the details thereof and of the
amount of such USD Swing Line Lender’s USD Swing Line Loan to be made as part of the
requested USD Swing Line Loan Notice. Each USD Swing Line Loan shall be made on a
pro rata basis by all of the USD Swing Line Lenders in accordance with their
respective Applicable USD Swing Line Percentages; provided that the USD
Swing Line Fronting Commitment of the USD Swing Line Lenders, are several and no USD
Swing Line Lender shall be responsible for any other USD Swing Line Lender’s failure
to make USD Swing Line Loans as required; provided further that any USD Swing Line
Lender may, in its sole discretion, fund more than its pro rata share subject to
Section 2.08(a) if requested by the Borrower or if any other USD Swing Line
Lender fails to make USD Swing Line Loans as required as set forth above.




(iii) Subject to the terms and conditions hereof, each USD Swing Line Lender
will, not later than 5:30 p.m. (New York City time) on the borrowing date specified
in such USD Swing Line Loan Notice, make the amount of its Applicable USD Swing Line
Percentage of such USD Swing Line Loan available to the Administrative Agent’s
Office in Same Day Funds; provided that, such USD Swing Line Lender shall not be
required to make such amount available in the event such USD Swing Line Lender has
received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Lender), which (if applicable) the Administrative
Agent shall provide prior to 5:15 p.m. (New York City time) on the date of the
proposed USD Swing Line Borrowing, (A) directing such USD Swing Line Lender not to
make such USD Swing Line Loan as a result of the limitations set forth in the first
proviso to the first sentence of Section 2.08(a), or (B) that one or more of
the applicable conditions specified in Article IV is not then satisfied or
waived in accordance with the terms hereof (any such event described in clause (A)
or (B) above, a “USD Swing Line Prohibition”).




(iv) The Administrative Agent will make amounts it receives from USD Swing Line
Lenders pursuant to the terms of this Section 2.08 (other than in the case
of a USD Swing Line Prohibition) available to the Borrower by 5:30 p.m., New York
City time by crediting the amounts so received, in like funds, to an account of the
Borrower designated by the Borrower in the applicable USD Swing Line Loan Notice.



(c) Refinancing of USD Swing Line Loans.




(i) With respect to any USD Swing Line Loan held by a USD Swing Line Lender,
such USD Swing Line Lender at any time in its sole discretion may request (which
request shall have the same force and effect as if made by the Borrower) that each
Non-USD Swing Line Lender make a USD Committed Loan bearing interest at the Base
Rate in an amount equal to such USD Lender’s Applicable Percentage of the amount of
such USD Swing Line Loan then outstanding. Such request shall be made in writing
(which request shall have the same force and effect as if made by the Borrower) and
in accordance with the requirements of Section 2.04, without regard to the
minimum and multiples specified therein for the principal amount of Base Rate Loans,
but subject to the unutilized portion of the Aggregate USD Commitments and there
existing no Default or Event of Default at the time such USD Swing Line Loan is
deemed an USD Committed Loan. The applicable USD Swing Line Lender shall furnish
the Borrower with a copy of the applicable request promptly after delivering such
request to the Administrative Agent. Each such Non-USD Swing Line Lender shall make
an amount equal to its Applicable Percentage (with respect to the USD Credit
Facility) of the amount specified in such request available to the Administrative
Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral
available with respect to the applicable USD Swing Line Loan) for the account of the
applicable USD Swing Line Lender at the Administrative Agent’s Office for Dollar
denominated payments not later than 1:00 p.m. on the day specified in such request,
whereupon, subject to Section 2.08(c)(ii), each USD Lender that so makes
funds available shall be deemed to have made an USD Committed Loan bearing interest
at the Base Rate to the Borrower in such amount. The Administrative Agent shall
remit the funds so received to the applicable USD Swing Line Lender.




(ii) If for any reason any USD Swing Line Loan cannot be refinanced by such an
USD Committed Borrowing in accordance with Section 2.08(c)(i), the request
for Base Rate USD Committed Loans submitted by the USD Swing Line Lender as set
forth herein shall be deemed to be a request by the USD Swing Line Lender that each
of the Non-USD Swing Line Lenders fund its risk participation in the relevant USD
Swing Line Loan and each Non-USD Swing Line Lender’s payment to the Administrative
Agent for the account of the applicable USD Swing Line Lender pursuant to
Section 2.08(c)(i) shall be deemed payment in respect of such risk
participation.




(iii) If any Non-USD Swing Line Lender fails to make available to the
Administrative Agent for the account of the applicable USD Swing Line Lender any
amount required to be paid by such Non-USD Swing Line Lender pursuant to the
foregoing provisions of this Section 2.08(c) by the time specified in
Section 2.08(c)(i), such USD Swing Line Lender shall be entitled to recover
from such Non-USD Swing Line Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such payment
is required to the date on which such payment is immediately available to the
applicable USD Swing Line Lender at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, plus any administrative, processing or
similar fees customarily charged by such USD Swing Line Lender in connection with
the foregoing. If such Non-USD Swing Line Lender pays such amount (with interest
and fees as aforesaid), the amount so paid shall constitute such Non-USD Swing Line
Lender’s USD Committed Loan included in the relevant USD Committed Borrowing or
funded participation in the relevant USD Swing Line Loan, as the case may be. A
certificate of the applicable USD Swing Line Lender submitted to any Non-USD Swing
Line Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (iii) shall be conclusive absent manifest error.




(iv) Each Non-USD Swing Line Lender’s obligation to make USD Committed Loans or
to purchase and fund risk participations in USD Swing Line Loans pursuant to this
Section 2.08(c) shall be absolute and unconditional and shall not be
affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against any USD Swing Line Lender,
the Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether
or not similar to any of the foregoing; provided, however, that each
Non-USD Swing Line Lender’s obligation to make USD Committed Loans pursuant to this
Section 2.08(c) is subject to the conditions set forth in Section
4.02. No such funding of risk participations shall relieve or otherwise impair
the obligation of the Borrower to repay USD Swing Line Loans, together with interest
as provided herein.



(d) Repayment of Participations.




(i) At any time after any Non-USD Swing Line Lender has purchased and funded a
risk participation in a USD Swing Line Loan, if the USD Swing Line Lender who made
such USD Swing Line Loan receives any payment on account of such USD Swing Line
Loan, such USD Swing Line Lender will distribute to the Administrative Agent (for
distribution to such Non-USD Swing Line Lender) such Non-USD Swing Line Lender’s
Applicable Percentage thereof in the same funds as those received by such USD Swing
Line Lender.




(ii) If any payment received by any USD Swing Line Lender in respect of
principal or interest on any USD Swing Line Loan is required to be returned by such
USD Swing Line Lender under any of the circumstances described in Section
9.03 (including pursuant to any settlement entered into by such USD Swing Line
Lender in its discretion), each Non-USD Swing Line Lender shall pay to the USD Swing
Line Lender its Applicable Percentage thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the applicable Overnight Rate. The
Administrative Agent will make such demand upon the request of any USD Swing Line
Lender. The obligations of each Non-USD Swing Line Lender under this clause shall
survive the payment in full of the obligations of the Borrower hereunder and the
termination of this Agreement.



(e) Interest for Account of USD Swing Line Lender. The Administrative Agent shall be
responsible for invoicing the Borrower for interest on USD Swing Line Loans. Until each Non-USD
Swing Line Lender funds its USD Committed Loan or risk participation pursuant to this Section
2.08 to refinance such Lender’s Applicable Percentage of any USD Swing Line Loan, interest in
respect of such Applicable Percentage shall be solely for the account of the respective USD Swing
Line Lender.



(f) Payments. The Borrower shall make all payments of principal and interest in
respect of the USD Swing Line Loans directly to the Administrative Agent for pro rata distribution
to the applicable USD Swing Line Lenders in accordance with the amounts owing to them (and in
accordance with Section 2.08(b) and subject to Section 2.08(c)).




2.09 Letters of Credit.



(a) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit.




(i) Subject to Section 2.02, (x) each Fronted Letter of Credit may (in
the sole and absolute discretion of the Fronting Bank) be issued or amended, as the
case may be, upon the request of the Borrower delivered to the Fronting Bank, and
(y) each Several Letter of Credit shall be issued or amended, as the case may be, by
the MC Lenders (which such Several Letter of Credit will be executed by the Several
L/C Agent as agent and attorney-in-fact for each MC Lender (and if requested by the
Borrower or the Several L/C Agent, as contemplated by Section 2.09(b), each
MC Lender) upon the request of the Borrower delivered to the Several L/C Agent (with
a copy in each case to the Administrative Agent), in each case in the form of a
Letter of Credit Application, appropriately completed and signed by a Financial
Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile,
by United States mail, by overnight courier, by electronic transmission using the
system provided by the Applicable Issuing Party, by personal delivery or by any
other means acceptable to the Applicable Issuing Party. Such Letter of Credit
Application must be received by the Applicable Issuing Party and the Administrative
Agent not later than 11:00 a.m. New York time at least two Business Days (or such
later date and time as the Administrative Agent and the Applicable Issuing Party may
agree in a particular instance in their sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be. In the case of a request for
an initial issuance of a Letter of Credit, such Letter of Credit Application shall
specify in form and detail reasonably satisfactory to the Applicable Issuing Party:
(A) the proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount thereof; (C) the expiry date thereof which shall be
the earlier of the date which is twelve months from the date of issuance or the
Letter of Credit Expiration Date (subject to Section 2.09(b)(v) below); (D)
the name and address of the beneficiary thereof; (E) the documents to be presented
by such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing thereunder;
(G) whether such Letter of Credit is to be a Fronted Letter of Credit or a Several
Letter of Credit; (H) whether such Letter of Credit shall be issued under the rules
of the ISP or the UCP; (I) the name of the account party, and (J) such other matters
as the Applicable Issuing Party may reasonably require. In the case of a request for
an amendment of any outstanding Letter of Credit, such Letter of Credit Application
shall specify in form and detail reasonably satisfactory to the Applicable Issuing
Party (1) the Letter of Credit to be amended; (2) the proposed date of amendment
thereof (which shall be a Business Day); (3) the nature of the proposed amendment;
and (4) such other matters as the Applicable Issuing Party may require.
Additionally, the Borrower shall furnish to the Applicable Issuing Party and the
Administrative Agent such other documents and information pertaining to such
requested Letter of Credit issuance or amendment, including any Issuer Documents, as
the Applicable Issuing Party or the Administrative Agent may reasonably require. In
the event that the Borrower requests that a Letter of Credit be issued for the
account of any of Subsidiary, the Borrower shall be liable for all Obligations under
such Letter of Credit, as if it had been issued for the account of the Borrower
itself.




(ii) Promptly after receipt of any Letter of Credit Application, the Applicable
Issuing Party will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit
Application from the Borrower and, if not, the Applicable Issuing Party will provide
the Administrative Agent with a copy thereof. Unless the Applicable Issuing Party
has received written notice from any MC Lender, the Administrative Agent or the
Borrower, at least one Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or more applicable conditions
contained in Article IV shall not then be satisfied, then, subject to the
terms and conditions hereof, the Applicable Issuing Party shall (or, in the case of
any Fronted Letter of Credit, the Fronting Bank may, in its sole and absolute
discretion), on the requested date, issue a Letter of Credit for the account of the
Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as
the case may be, in each case in accordance with the Applicable Issuing Party’s
usual and customary business practices; provided that, no Letter of Credit
shall be issued or extended if such issuance or extension would increase the
aggregate face amount of issued and outstanding Letters of Credit hereunder at any
time an MC Swing Line Loan is outstanding unless such MC Swing Line Loan is repaid
concurrently therewith. The Applicable Issuing Party will promptly notify the
Administrative Agent of any L/C Credit Extension, and any decrease in the stated
amount of or termination of a Letter of Credit prior to its stated expiry date.
Immediately upon the issuance of each Fronted Letter of Credit, each MC Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse
or warranty, purchase from the Fronting Bank a risk participation in such Fronted
Letter of Credit in an amount equal to the product of such MC Lender’s Applicable
Percentage times the amount of such Fronted Letter of Credit.



(b) The Several L/C Agent is hereby authorized to execute and deliver each Several Letter of
Credit and each amendment to a Several Letter of Credit on behalf of each MC Lender
provided that, upon request of the Borrower or the Several L/C Agent, such Several Letter
of Credit or amendment will also be executed by each MC Lender. The Several L/C Agent shall use the
Applicable Percentage of each MC Lender as its “Commitment share” under each Several Letter of
Credit. The Several L/C Agent shall not amend any Several Letter of Credit to change the
“Commitment shares” of an L/C Issuer or add or delete an L/C Issuer liable thereunder unless such
amendment is done in connection with an assignment in accordance with Section 9.04, or any
other addition or replacement of an MC Lender in accordance with the terms of this Agreement or
removal of an MC Lender in accordance with Section 2.24 or a change in status of an MC
Lender as a Defaulting Lender. Each MC Lender hereby irrevocably constitutes and appoints the
Several L/C Agent its true and lawful attorney-in-fact for and on behalf of such MC Lender with
full power of substitution and revocation in its own name or in the name of the Several L/C Agent
for the limited purpose of issuing, executing and delivering, as the case may be, each Several
Letter of Credit and each amendment to a Several Letter of Credit and to carry out the purposes of
this Agreement with respect to Several Letters of Credit.




(i) No L/C Issuer shall issue any Letter of Credit, if:




(A) the expiry date of such requested Letter of Credit would occur more than
twelve months after the date of issuance unless all the MC Lenders have
approved such expiry date, subject to Section 2.09(b)(v); or




(B) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date.




(ii) An L/C Issuer shall not be under any obligation to issue any Letter of
Credit if:




(A) any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms enjoin or restrain such L/C Issuer from
issuing such Letter of Credit, or any Law applicable to such L/C Issuer or
any request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over such L/C Issuer shall
prohibit, or request in writing that such L/C Issuer refrain from, the
issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon such L/C Issuer with respect to such Letter
of Credit any restriction, reserve or capital requirement (for which such
L/C Issuer is not otherwise compensated hereunder) not in effect on the
Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss,
cost or expense which was not applicable on the Closing Date and which such
L/C Issuer in good faith deems material to it (it being understood that if
the L/C Issuer determines not to issue a Letter of Credit, as a result of
events or circumstances giving rise to unreimbursed losses, costs or
expenses, the L/C Issuer shall promptly notify the borrower and the
Administrative Agent of the same and borrower may elect to reimburse such
L/C Issuer for such loss, cost or expense pursuant to Section 2.15,
and upon the reimbursement of such loss, cost or expense, the L/C Issuer
shall issue such Letter of Credit on the terms and subject to other
conditions set forth herein), provided that, with regard to a
Several Letter of Credit, if an MC Lender cannot issue such Several Letter
of Credit due to this clause (A), then such MC Lender shall (solely for
purposes of reallocations provided under Section 2.24(a)(iv) and for
no other purpose) be treated as if it were a Defaulting Lender with respect
to its Applicable Percentage of such Several Letter of Credit;




(B) the issuance of the Letter of Credit would violate one or more of the
written policies of the Administrative Agent applicable to Letters of Credit
generally;




(C) except as otherwise agreed by the Administrative Agent and the
Applicable Issuing Party, such Letter of Credit is in an initial stated
amount less than $1,000,000;




(D) such Letter of Credit is to be denominated in a currency other than
Dollars;




(E) with regard to a Fronted Letter of Credit (and without limitation of the
sole discretion of a Fronting Bank to issue a Fronted Letter of Credit) ,
any MC Lender is at that time a Defaulting Lender, unless the L/C Issuer has
entered into arrangements, including the delivery of Cash Collateral,
satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or
such MC Lender to eliminate the L/C Issuer’s actual or potential Fronting
Exposure (after giving effect to Section 2.24(a)(iv)) with respect
to the Defaulting Lender arising from either the Letter of Credit then
proposed to be issued or that Letter of Credit and all other L/C Obligations
as to which the L/C Issuer has actual or potential Fronting Exposure, as it
may elect in its sole discretion; or




(F) such Letter of Credit contains any provisions for automatic
reinstatement of the stated amount after drawing thereunder.




Without limitation of the forgoing, the Fronting Bank may, but shall be
under no obligation, to issue any Letter of Credit.




(iii) The Applicable Issuing Party shall not amend any Letter of Credit if (A)
the Applicable Issuing Party would not be permitted at such time to issue such
Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary
of such Letter of Credit does not accept the proposed amendment to such Letter of
Credit.




(iv) The Several L/C Agent shall act on behalf of the MC Lenders with respect
to any Several Letters of Credit issued hereunder and the documents associated
thereto and the Fronting Bank shall act on behalf of the MC Lenders with respect to
any Fronted Letters of Credit issued by the Fronting Bank hereunder and the
documents associated therewith, and each of the Several L/C Agent and the Fronting
Bank shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article VIII with respect to any acts taken or
omissions suffered by the Several L/C Agent or the Fronting Bank, as the case may
be, in connection with Letters of Credit issued or proposed to be issued hereunder
and Issuer Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article VIII included the Several L/C
Agent and the Fronting Bank with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the Several L/C Agent and the Fronting
Bank.




(v) If the Borrower so requests in any applicable Letter of Credit Application,
the Applicable Issuing Party may, in its sole and absolute discretion, agree to
issue a Letter of Credit that has automatic extension provisions (each, an
“Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of
Credit must permit the Applicable Issuing Party to prevent any such extension at
least once in each twelve-month period (commencing with the date of issuance of such
Letter of Credit) by giving prior notice to the beneficiary thereof not later than a
day (the “Non-Extension Notice Date”) in each such twelve-month period to be
agreed upon at the time such Letter of Credit is issued. Unless otherwise directed
by the Applicable Issuing Party, the Borrower shall not be required to make a
specific request to the Applicable Issuing Party for any such extension. Once an
Auto-Extension Letter of Credit has been issued, the MC Lenders shall be deemed to
have authorized (but may not require) the Applicable Issuing Party to permit the
extension of such Letter of Credit at any time to an expiry date not later than the
Letter of Credit Expiration Date; provided, that the Applicable Issuing
Party shall not permit any such extension if (A) the Applicable Issuing Party has
determined that it would not be permitted, or would have no obligation, at such time
to issue such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions of clause (i) or (ii) of Section 2.09(b)
or otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is seven Business Days before the Non-Extension
Notice Date (1) from the Borrower that it does not wish to have such Letter of
Credit extended, (2) from the Administrative Agent that the Required MC Lenders have
elected not to permit such extension, or (3) from the Administrative Agent, the
Several L/C Agent, any MC Lender or the Borrower that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied, and in each such
case directing the Applicable Issuing Party not to permit such extension.




(vi) Promptly after its delivery of any Letter of Credit or any amendment to a
Letter of Credit to an advising bank with respect thereto or to the beneficiary
thereof, the Applicable Issuing Party will also deliver to the Borrower and the
Administrative Agent a true and complete copy of such Letter of Credit or amendment.




(vii) It is the intention and agreement of the Administrative Agent, the MC
Lenders and the Several L/C Agent that (A) except as otherwise expressly set forth
herein, the rights and obligations of the MC Lenders in respect of outstanding
Several Letters of Credit shall be determined in accordance with the Applicable
Percentage of the MC Lenders from time to time in effect and (B) outstanding Several
Letters of Credit shall be promptly amended to reflect any changes in the Applicable
Percentage of the MC Lenders, whether arising in connection with an assignment in
accordance with Section 9.04, or any other addition or replacement of an MC
Lender in accordance with the terms of this Agreement, or removal of an MC Lender in
accordance with Section 2.10 or Section 2.24 or a change in status
of an MC Lender as a Defaulting Lender, resulting in a change in the Applicable
Percentage of the MC Lenders under this Agreement. However, it is acknowledged by
the Administrative Agent, the MC Lenders and the Several L/C Agent that amendments
of outstanding Several Letters of Credit may not be immediately effected and may be
subject to the consent of the beneficiaries of such Several Letters of Credit.
Accordingly, whether or not Several Letters of Credit are amended as contemplated
hereby, the MC Lenders agree that they shall purchase and sell participations or
otherwise make or effect such payments among themselves (but through the
Administrative Agent) so that payments by the MC Lenders of drawings under Several
Letters of Credit and payments by the Borrower of Unreimbursed Amounts and interest
thereon are, except as otherwise expressly set forth herein, in each case shared by
the MC Lenders in accordance with the Applicable Percentage of the MC Lenders from
time to time in effect.



(c) Drawings and Reimbursements; Funding of Participations.




(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of
a drawing under such Letter of Credit (a “Drawing Request”), the Applicable
Issuing Party shall notify the Borrower and the Administrative Agent of the receipt
of such Drawing Request and of the date the Applicable Issuing Party is requested to
honor such notice (each such date, an “Honor Date”). Not later than (x)
11:00 a.m. New York time on the Honor Date, if such notice is received before 9:00
a.m. New York time on such Honor Date or (y) 11:00 a.m. New York time on the
Business Date next succeeding such Honor Date, if such notice is received on or
after 9:00 a.m. New York time on such Honor Date (such date under clause (x) or (y)
as applicable, the “Reimbursement Date” and such time under clause (x) or
(y) as applicable, the “Reimbursement Time”), the Borrower shall reimburse
the respective L/C Issuers through the Administrative Agent in same day funds the
amount equal to such Drawing Request. To the extent that same day funds are received
by the Administrative Agent from Borrower prior to the Reimbursement Time on the
Reimbursement Date, the Administrative Agent shall remit the funds so received to
the Applicable Issuing Party. Any notice given by the Applicable Issuing Party or
the Administrative Agent pursuant to this Section 2.09(c)(i) may be given by
telephone if immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding effect of such
notice.




(ii) With respect to any Drawing Request, if same day funds are not received by
the Administrative Agent from the Borrower prior to the Reimbursement Time on the
Reimbursement Date in the amount of such Drawing Request, the Administrative Agent
shall promptly notify each MC Lender of such Drawing Request, the amount of the
unreimbursed drawing (the “Unreimbursed Amount”) and such MC Lender’s
Applicable Percentage of such Unreimbursed Amount. In such event, the Borrower
shall be deemed to have requested a Base Rate Committed Borrowing to be disbursed on
the Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard
to the minimum and multiples specified in Section 2.03 for the principal
amount of Base Rate Committed Borrowings, but subject to the unutilized portion of
the Aggregate Commitments (after giving effect to payment of such Unreimbursed
Amount) and the conditions set forth in Section 4.02 (other than delivery of
any Committed Borrowing Request). Each MC Lender shall make funds available to the
Administrative Agent for the account of the Applicable Issuing Party at the
Administrative Agent’s Office in an amount equal to its Applicable Percentage of the
Unreimbursed Amount not later than 1:00 p.m. on such Reimbursement Date. The
Administrative Agent shall remit the funds so received to the Applicable Issuing
Party. To the extent that same day funds are received by the Administrative Agent
from the MC Lenders with respect to a Several Letter of Credit prior to 2:00 p.m. on
the Reimbursement Date, the Administrative Agent shall notify the Several L/C Agent
and the Several L/C Agent shall promptly make such funds available to the
beneficiary of such Several Letter of Credit on such date. To the extent that the
Several L/C Agent has not delivered funds to any beneficiary of a Several Letter of
Credit on behalf of a an MC Lender on the Reimbursement Date, if same day funds are
received by the Administrative Agent from such MC Lender: (i) after 2:00 p.m. on the
Reimbursement Date the Several L/C Agent shall make such funds available to such
beneficiary on the next Business Day; (ii) prior to 2:00 p.m. on any Business Day
after the Reimbursement Date, the Several L/C Agent shall make those funds available
to such beneficiary on such Business Day; and (iii) after 2:00 p.m. on any Business
Day after the Reimbursement Date, the Several L/C Agent shall make those funds
available to such beneficiary on the next Business Day following such Business Day.




(iii) Unless the Administrative Agent or Several L/C Agent receives notice from
an MC Lender prior to any Reimbursement Date with respect to a Several Letter of
Credit that such MC Lender will not make available as and when required hereunder to
the Administrative Agent the amount of such MC Lender’s L/C Advance on such
Reimbursement Date, the Administrative Agent and the Several L/C Agent may assume
that such MC Lender has made such amount available to the Administrative Agent in
same day funds on the Reimbursement Date and the Several L/C Agent may (but shall
not be required), in reliance upon such assumption, make available to the
beneficiary of the related Several Letter of Credit on such date such MC Lender’s
L/C Advance.




(iv) With respect to any Unreimbursed Amount that is not fully refinanced by a
Borrowing of Base Rate Loans because the conditions set forth in Section
4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed
to have incurred an L/C Advance in the amount of the Unreimbursed Amount that is not
so refinanced from (x) in the case of Fronted Letters of Credit, the Fronting Bank
and (y) in the case of Several Letters of Credit, from the MC Lenders to the extent
that they have provided funds with respect to such Several Letter of Credit pursuant
to Section 2.09(c)(ii); provided that the making of such L/C Advance
shall not constitute a Default or Event of Default hereunder. L/C Advances shall be
due and payable on demand by the Administrative Agent at the request of the Required
MC Lenders (together with interest) and shall bear interest at the rate then
applicable to Base Rate Loans plus, at any time during the continuance of an
Event of Default under Article VII (a), (b), (h) or (i), 2%. Each MC Lender’s
payment to the Administrative Agent for the account of the Applicable Issuing Party
pursuant to Section 2.09(c)(ii) shall be deemed payment in respect of its
participation in such L/C Advance and shall constitute an L/C Advance from such MC
Lender in satisfaction of its participation obligation under this Section
2.09. Any payment by the Borrower in respect of such L/C Advance shall be made
to the Administrative Agent and upon receipt applied by the Administrative Agent in
accordance with Section 2.09(d).




(v) Until each MC Lender funds its L/C Advance pursuant to this
Section 2.09(c) to reimburse the Applicable Issuing Party for any amount
drawn under any Letter of Credit, interest in respect of such MC Lender’s Applicable
Percentage of such Unreimbursed Amount shall be solely for the account of the
Fronting Bank or the Several L/C Agent, as applicable.




(vi) Each MC Lender’s obligation to make L/C Advances to reimburse the
Applicable Issuing Party for amounts drawn under Letters of Credit, as contemplated
by this Section 2.09(c), shall be absolute and unconditional and shall not
be affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such MC Lender may have against the Administrative
Agent, the Applicable Issuing Party, any Lender, the Borrower any Subsidiary, any
beneficiary named in any Letter of Credit, any transferee of any Letter of Credit
(or any Persons for whom any such transferee may be acting) or any other Person for
any reason whatsoever, (B) the occurrence or continuance of a Default, (C) any lack
of validity or enforceability of such Letter of Credit, this Agreement or any other
Loan Document, (D) any draft, certificate or any other document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect, (E) the
surrender or impairment of any security for the performance or observance of any of
the terms of the Loan Documents, (F) any matter or event set forth in Section
2.09(b)(i), or (G) any other occurrence, event or condition, whether or not
similar to any of the foregoing. No such making of an L/C Advance shall relieve or
otherwise impair the obligation of the Borrower to reimburse the respective L/C
Issuers for the amount of any payment made by the respective L/C Issuers under any
Letter of Credit, together with interest as provided herein.




(vii) If any MC Lender fails to make available to the Administrative Agent for
the account of the Applicable Issuing Party any amount required to be paid by such
MC Lender pursuant to the foregoing provisions of this Section 2.09(c) by
the time specified in the third sentence of Section 2.09(c)(ii) then,
without limiting the other provisions of this Agreement, the Applicable Issuing
Party, shall be entitled to recover from such MC Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period
from the date such payment is required to the date on which such payment is
immediately available to the Applicable Issuing Party, as the case may be, at a rate
per annum equal to the Federal Funds Rate, plus any administrative, processing or
similar fees customarily charged by the Applicable Issuing Party in connection with
the foregoing. A certificate of the Applicable Issuing Party, submitted to any MC
Lender (through the Administrative Agent) with respect to any amounts owing under
this clause (vii) shall be conclusive absent manifest error.



(d)



2



Repayment of Participations.




(i) At any time after the Applicable Issuing Party has made a payment under any
Letter of Credit and has received from any MC Lender such MC Lender’s L/C Advance in
respect of such payment in accordance with Section 2.09(c), if the
Administrative Agent receives any payment in respect of the related Unreimbursed
Amount or interest thereon (whether directly from the Borrower or otherwise,
including proceeds of Cash Collateral applied thereto by the Administrative Agent),
the Administrative Agent will distribute to such MC Lender its Applicable Percentage
thereof (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such MC Lender’s L/C Advance was outstanding) in the
same funds as those received by the Administrative Agent.




(ii) If any payment received by the Administrative Agent pursuant to
Section 2.09(c)(i) is required to be returned under any of the circumstances
described in Section 2.19 (including pursuant to any settlement entered into
by the Applicable Issuing Party in its discretion), each MC Lender shall pay to the
Administrative Agent for the account of the Applicable Issuing Party its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned by such MC Lender, at a
rate per annum equal to the Federal Funds Rate from time to time in effect. The
obligations of the MC Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Agreement.



(e) Obligations Absolute. The obligation of the Borrower to reimburse the respective
L/C Issuers for each drawing under each Letter of Credit issued for the account of the Borrower or
its Subsidiaries and to repay each related L/C Advance shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:




(i) any lack of validity or enforceability of such Letter of Credit, this
Agreement, or any other Loan Document;




(ii) the existence of any claim, counterclaim, setoff, defense or other right
that any Borrower or any Subsidiary for whose account such Letter of Credit was
issued may have at any time against any beneficiary or any transferee of such Letter
of Credit (or any Person for whom any such beneficiary or any such transferee may be
acting), the Applicable Issuing Party or any L/C Issuer or any other Person, whether
in connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any unrelated
transaction;




(iii) any draft, demand, certificate or other document presented under such
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect; or any
loss or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;




(iv) any payment by the Applicable Issuing Party or any L/C Issuer under such
Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by the
Applicable Issuing Party or any L/C Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the
benefit of creditors, liquidator, receiver or other representative of or successor
to any beneficiary or any transferee of such Letter of Credit, including any arising
in connection with any proceeding under any Debtor Relief Law;




(v) waiver by the Applicable Issuing Party or any L/C Issuer of any requirement
that exists for the Applicable Issuing Party’s or such L/C Issuer’s protection and
not the protection of the Borrower;




(vi) honor of a demand for payment presented electronically even if such Letter
of Credit requires that demand be in the form of a draft;




(vii) any payment made by the L/C Issuer in respect of an otherwise complying
item presented after the date specified as the expiration date of, or the date by
which documents must be received under such Letter of Credit if presentation after
such date is authorized by the UCC, the ISP or the UCP to the extent the UCC, the
ISP or the UCP applies to such Letter of Credit by its terms;




(viii) any other circumstance or happening whatsoever, whether or not similar
to any of the foregoing, including any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Borrower or any
Subsidiary.




The Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower’s instructions or other irregularity, the Borrower
will promptly notify the Applicable Issuing Party. The Borrower shall be
conclusively deemed to have waived any such claim against the Applicable Issuing
Party and its correspondents unless such notice is given as aforesaid.



(f) Role of Applicable Issuing Party. Each MC Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the Applicable Issuing Party shall not have any
responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or
accuracy of any such document or the authority of the Person executing or delivering any such
document. None of the Applicable Issuing Parties, the L/C Issuers, the MC Lenders, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or
assignee of an Applicable Issuing Party or L/C Issuer shall be liable to any MC Lender for (i) any
action taken or omitted in connection herewith at the request or with the approval of the MC
Lenders or the Required MC Lenders, as applicable; (ii) any action taken or omitted in the absence
of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or Issuer Document.
The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee
with respect to its use of any Letter of Credit; provided, that this assumption is not
intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may
have against the beneficiary or transferee at law or under any other agreement. None of the
Applicable Issuing Parties, the L/C Issuers, the MC Lenders, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of an Applicable Issuing
Party or L/C Issuer shall be liable or responsible for any of the matters described in clauses
(i) through (viii) of Section 2.09(e); provided, that anything in such
clauses to the contrary notwithstanding, the Borrower may have a claim, and the Borrower shall
retain any and all rights it may have, against the Applicable Issuing Party and/or the L/C Issuers,
and the Applicable Issuing Party and/or the L/C Issuers may be liable to the Borrower to the
extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which were caused by the Applicable Issuing Party’s or L/C Issuer’s
willful misconduct, bad faith or gross negligence or the Applicable Issuing Party’s or L/C Issuer’s
willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of
Credit, in each case, as determined by a court of competent jurisdiction by a final and
nonappealable judgment. In furtherance and not in limitation of the foregoing, the Applicable
Issuing Party may accept documents that appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or information to the contrary, and neither the
Applicable Issuing Party nor any L/C Issuer shall be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or
the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason. The Applicable Issuing Party may send a Letter of Credit or
conduct any communication to or from the beneficiary via the Society for Worldwide Interbank
Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially
reasonable means of communicating with a beneficiary unless such beneficiary has advised the
Applicable Issuing Party of the preferred means of communication.



(g) Applicability of ISP and UCP. Unless otherwise expressly agreed by the Applicable
Issuing Party and the Borrower when a Letter of Credit is issued either the rules of the ISP or the
UCP at the option of the Borrower shall apply to each Letter of Credit. Notwithstanding the
foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights
and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C
Issuer required or permitted under any law, order, or practice that is required or permitted to be
applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction
where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as
applicable, or in the decisions, opinions, practice statements, or official commentary, in each
case of the ICC Banking Commission, the Bankers Association for Finance and Trade — International
Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law &
Practice, whether or not any Letter of Credit chooses such law or practice.



(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the
account of each MC Lender in accordance, subject to Section 2.22, with its Applicable
Percentage, a letter of credit fee (the “Letter of Credit Fee”) for each Letter of Credit
issued for the account of the Borrower or its Subsidiaries equal to the Applicable Margin
times the actual daily amount available to be drawn under such Letter of Credit. For
purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount
of such Letter of Credit shall be determined in accordance with Section 1.06 (and without
application of the proviso set forth therein). Letter of Credit Fees shall be (i) computed on a
quarterly basis in arrears, and if there is any change in the Applicable Margin during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Margin separately for
each period during such quarter that such Applicable Margin was in effect, and (ii) due and payable
on the first Business Day after the end of each March, June, September and December, commencing
with the first such date to occur after the issuance of such Letter of Credit and on the Letter of
Credit Termination Date. Notwithstanding anything to the contrary contained herein, upon the
request of the Required MC Lenders, while any Event of Default exists, all Letter of Credit Fees
shall accrue at the rate described in the first sentence of this Section 2.09(h), as
applicable, plus 2% per annum.



(i) Fronting Fee and Documentary and Processing Charges. The Borrower shall pay
directly to the Fronting Bank for its own account a fronting fee with respect to each Fronted
Letter of Credit issued for the account of the Borrower or its Subsidiaries by the Fronting Bank,
at the rate per annum and in the manner as agreed to between the Fronting Bank and the Borrower.
Such fronting fee shall be due and payable at such times (no more frequently than quarterly) as the
Fronting Bank advises the Borrower and on the Letter of Credit Termination Date. For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.06. In addition, the
Borrower shall pay directly to the Applicable Issuing Party for its own account letter of credit
processing fees of the Applicable Issuing Party relating to Letters of Credit as from time to time
in effect. Such fees are due and payable as agreed between the Fronting Bank and the Borrower, from
time to time, and are nonrefundable.



(j) Conflict with Issuer Documents. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control.



(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account
of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and
all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that
the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.



(l) Other Fronting Arrangements. For purposes of clarification, the provisions set
forth in this Section 2.09 are not intended to prohibit the ability of an MC Lender to
agree to front for another MC Lender under a Several Letter of Credit pursuant to such arrangements
as agreed to among such MC Lenders and any applicable beneficiary of such Several Letters of
Credit; provided that (i) each such MC Lender’s obligations under this Agreement to the
other parties to this Agreement shall remain unchanged, (ii) each such MC Lender shall remain
solely responsible for the performance of such obligations under this Agreement, (iii) the
Borrower, the Administrative Agent and the Several L/C Agent shall continue to deal solely and
directly with each such MC Lender in connection with each such MC Lender’s rights and obligations
under this Agreement.



2.10 Termination, Reduction and Conversion of Commitments. (a) Unless previously
terminated, with respect to each Lender, the USD Commitments and the MC Commitments of such Lender
shall terminate on the Maturity Date applicable to such Lender.



(b) The Borrower may at any time, without premium or penalty, terminate, or from time to time
reduce, the USD Commitments or the MC Commitments; provided that (i) each reduction of the
USD Commitments or the MC Commitments shall be made under each applicable Facility on a pro rata
basis, (ii) any termination must apply to both Facilities simultaneously, (iii) the aggregate
reduction of the USD Commitments and MC Commitments shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000, such reductions to be made under the
Facilities on a pro rata basis, (iv) the Borrower shall not terminate or reduce USD Commitments or
the MC Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.12, (x) the aggregate USD Credit Exposures would exceed the Aggregate USD
Commitments or (y) the aggregate MC Credit Exposures would exceed the Aggregate MC Commitments, (v)
if, after giving effect to any reduction of the MC Commitments, the MC Swing Line Sublimit exceeds
the aggregate amount of the MC Commitments, such MC Swing Line Sublimit shall be automatically
reduced by the amount of such excess and (vi) if, after giving effect to any reduction of the USD
Commitments, the USD Swing Line Sublimit exceeds the aggregate amount of the USD Commitments, such
USD Swing Line Sublimit shall be automatically reduced by the amount of such excess.



(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce
the USD Commitments and the MC Commitments under paragraph (b) of this Section 2.10 at
least three Business Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any notice, the
Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice
delivered by the Borrower pursuant to this Section 2.10 shall be irrevocable;
provided that a notice of termination of the Aggregate Commitments delivered by the
Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities or the availability of a source of funds for the prepayment in full of the Facilities,
in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on
or prior to the specified effective date) if such condition is not satisfied. Any termination or
reduction of the USD Commitments or the MC Commitments shall be permanent. Each reduction of the
USD Commitments shall be made ratably among the USD Lenders in accordance with their respective USD
Commitments. Each reduction of the MC Commitments shall be made ratably among the MC Lenders in
accordance with their respective MC Commitments.



(d) The Borrower may, with the consent of the Administrative Agent, such consent not to be
unreasonably withheld, delayed or conditioned, and so long as no Default or Event of Default exists
at such time (and no more than 6 times a year):




(i) convert all or a portion of any MC Lender’s MC Commitments under the MC
Credit Facility into USD Commitments under the USD Credit Facility; and




(ii) request that any USD Lender (any such specified USD Lender, a
“Specified Lender”) convert all or a part of such Lender’s USD Commitments
into MC Commitments under the MC Credit Facility (which conversion shall be subject
to such Specified Lender’s consent thereto as referenced in the next sentence). Each
Specified Lender shall notify the Borrower within five (5) Business Days of receipt
of the Borrower’s request, in writing, if and by what amount such Specified Lender
is willing, in its sole discretion, to so convert its MC Commitments.
Notwithstanding the foregoing, anything else provided herein or otherwise, if any
Specified Lender shall fail to notify the Borrower within such five Business Day
period, such Specified Lender shall be deemed to have declined such requested
conversion.



Any such conversion of Commitments occurring pursuant to this Section 2.10(d) shall be
referred to herein as a “Tranche Conversion”.



(e) Tranche Conversions.




(i) In the event of any Tranche Conversion described in Section
2.10(d)(i) concerning a Lender which held an MC Swing Line Fronting Commitment
prior to such conversion: (x) such MC Swing Line Fronting Commitment shall
automatically be converted into a USD Swing Line Fronting Commitment in the same
amount, (y) such Lender shall thereafter be considered a “USD Swing Line Lender” for
purposes hereof, and (z) Section 2.08 and the other provisions regarding USD
Swing Line Loans set forth herein shall thereafter be applicable thereto.




(ii) In the event of any Tranche Conversion described in Section
2.10(d)(i) concerning a Lender which held a USD Swing Line Fronting Commitment
prior to such conversion: (x) such USD Swing Line Fronting Commitment shall
automatically be converted into an MC Swing Line Fronting Commitment in the same
amount, (y) such Lender shall thereafter be considered a “MC Swing Line Lender” for
purposes hereof and (z) Section 2.07 and the other provisions regarding MC
Swing Line Loans set forth herein shall thereafter be applicable thereto.



(f) Each party hereto acknowledges and agrees that, in connection with effecting Tranche
Conversions, there may be non-pro rata payments of Loans as well as reallocations of participations
in outstanding Swing Line Loans and Letters of Credit. In the event there are any Loans or L/C
Advances outstanding as of the date of any Tranche Conversion, (i) each applicable MC Lender or USD
Lender, as the case may be, shall make available to the Administrative Agent such amounts in
immediately available funds as the Administrative Agent shall determine, for the benefit of the
other relevant MC Lenders or USD Lenders, as the case may be, as being required in order to cause,
after giving effect to such Tranche Conversion, the outstanding Loans and L/C Advances (and funded
risk participations in outstanding Swing Line Loans) to be held ratably by all Lenders in
accordance with their respective Applicable Percentages in the MC Credit Facility and/or the USD
Credit Facility, as the case may be, after giving effect to any such Tranche Conversion, and (ii)
the Borrower shall be deemed to have prepaid and reborrowed the outstanding Loans and L/C Advances
as of any date of any Tranche Conversion to the extent necessary to keep the outstanding Loans and
L/C Advances ratable with any revised Applicable Percentages in the MC Credit Facility and/or the
USD Credit Facility, as the case may be, arising from any such date of any Tranche Conversion.
Participations in Swing Line Loans and Letters of Credit (or the respective amounts of a Several
Letter of Credit) shall also be reallocated to the extent necessary so that such participations are
ratable with any revised Applicable Percentages in the MC Credit Facility and/or the USD Credit
Facility, as the case may be, after giving effect to any such Tranche Conversion.



(g) Each MC Lender may enter into fronting arrangements with another MC Lender or any other
Person acceptable to the Administrative Agent, the Fronting Bank and the Borrower to front such MC
Lender’s obligations with respect to any Several Letters of Credit issued or outstanding (pursuant
to documentation satisfactory to such MC Lender, the Administrative Agent and the Borrower);
provided that (1) such MC Lender’s obligations under this Agreement shall remain unchanged,
(2) such MC Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations and (3) the Borrower, the Administrative Agent and the Lenders shall continue
to deal solely and directly with such MC Lender in connection with such MC Lender’s rights and
obligations under this Agreement other than, in each case, solely to reflect such fronting
arrangements.



(h) The Administrative Agent and the Borrower may, without the consent of any other Lender,
amend this Agreement (including to prepare revised Lender commitment schedules) to the extent (but
only to the extent) necessary, in the reasonable opinion of the Administrative Agent and the
Borrower only, to solely effect the provisions of Sections 2.10(d), (e) and
(f).



2.11 Repayment of Loans: Evidence of Debt. (a) The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Committed Loan on the Maturity Date applicable to such Lender. The
Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five (5) Business
Days after such Loan is made and (ii) the Maturity Date.



(b) If the Administrative Agent notifies the Borrower that the Aggregate MC Credit Exposure
(minus the amount of any Cash Collateral delivered by the Borrower pursuant to Section 2.23
and then held by the Administrative Agent) at the most recent Revaluation Date exceeds an amount
equal to 105% of the Aggregate MC Commitments then in effect, then, within two Business Days after
receipt of such notice, the Borrower shall prepay MC Loans and/or MC Swing Line Loans, as the
Borrower shall select, in an aggregate amount sufficient to reduce such Aggregate MC Credit
Exposure as of such date of payment to an amount not to exceed 100% of the Aggregate MC Commitments
then in effect.



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



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



(e) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section 2.11 shall be prima facie evidence (absent manifest error) of the existence and
amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect
the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.



(f) In addition to the accounts and records referred to in subsection (b) and (c)
above, each Lender and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender of participations in
Letters of Credit. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.



(g) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to
such Lender (or, if requested by such Lender, to such Lender or its registered assigns)
substantially in the form of Exhibit E-1 hereto, in the case of the USD Credit Facility,
and Exhibit E-2 in the case of the MC Credit Facility. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after assignment pursuant
to Section 9.04) be represented by one or more promissory notes in such form payable to the
payee named therein (or to such payee or its registered assigns).



2.12 Prepayment of Loans. (a) Optional Prepayments. The Borrower shall have
the right at any time and from time to time, without premium or penalty, to prepay any Committed
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this
Section 2.12. The Borrower shall have the right at any time and from time to time, without
premium or penalty, to prepay any Swing Line Loan in whole or in part, subject to prior notice in
accordance with paragraph (c) of this Section 2.12.



(b) Notice of Prepayments of Committed Borrowings. The Borrower shall notify the
Administrative Agent by telephone (confirmed by facsimile) (or pursuant to any other form of notice
of prepayment (including any form on an electronic platform or electronic transmission system as
shall be approved by the Administrative Agent) of any prepayment of any Committed Loan hereunder
(i) in the case of prepayment of a Eurocurrency Rate Committed Borrowing denominated in Dollars,
not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment,
(ii) in the case of prepayment of a Eurocurrency Rate Committed Borrowing denominated in an
Alternative Currency, not later than 11:00 a.m., New York City time, four Business Days (or five
Business Days in the case of any Special Notice Currency) before the date of prepayment, and (iii)
in the case of prepayment of a Base Rate Committed Borrowing, not later than 11:00 a.m., New York
City time, on the date of prepayment; provided that, if a notice of prepayment is given in
connection with a conditional notice of termination of the Aggregate Commitments as contemplated by
Section 2.10, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.10. Promptly following receipt of any such notice
relating to a Committed Borrowing, the Administrative Agent shall advise the Lenders under the
applicable Facility of the contents thereof. Each partial prepayment of any Borrowing shall be in
an amount that would be permitted in the case of an advance of a Committed Borrowing of the same
Type as provided in Section 2.03. Subject to Section 2.24, each prepayment of a
Committed Borrowing shall be applied ratably to the Committed Loans included in the prepaid
Committed Borrowing for the applicable Facility. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.14 and any payments required pursuant to
Section 2.17.



(c) Notice of Prepayments of Swing Line Loans. The Borrower shall notify the
applicable Swing Line Lender and the Administrative Agent by telephone (confirmed by facsimile) of
any repayment or prepayment of any Swing Line Loan hereunder not later than 1:00 p.m. (New York
City time) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum
principal amount of $100,000. Each such notice shall specify the date and amount of such
prepayment. The Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein



2.13 Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account
of each USD Lender in accordance with its Applicable Percentage under the USD Credit Facility a
commitment fee in Dollars, which shall accrue at a rate per annum equal to the Applicable Margin
for determining Commitment Fees times the actual daily amount by which the aggregate amount
of the USD Credit Facility exceeds the outstanding amount of the USD Committed Loans during the
period from and including the date hereof to but excluding the date on which the Aggregate USD
Commitments terminate, subject to adjustment as provided in Section 2.24. The commitment
fees described in this Section 2.13(a) shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December of each year, commencing with the
first such date to occur after the Closing Date, and with respect to such fees owing to USD
Lenders, on the last day of the USD Availability Period for the USD Credit Facility. The
commitment fees described in this Section 2.13(a) shall be calculated quarterly in arrears,
and if there is any change in the Applicable Margin for determining Commitment Fees during any
quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin for
determining Commitment Fees separately for each period during such quarter that such Applicable
Margin was in effect. All commitment fees described in this Section 2.13(a) shall be
computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). For the avoidance of doubt, the
outstanding amount of USD Swing Line Loans shall not be counted towards or considered usage of USD
Commitments for purposes of determining the Commitment Fee in this Section 2.13(a).



(b) In addition to certain fees described in subsections (h) and (i) of
Section 2.09, the Borrower agrees to pay to the Administrative Agent for the account of
each MC Lender in accordance with its Applicable Percentage under the MC Credit Facility a
commitment fee in Dollars, which shall accrue at a rate per annum equal to the Applicable Margin
for determining Commitment Fees times the actual daily amount by which the aggregate amount
of the MC Credit Facility exceeds the outstanding amount of the MC Committed Loans during the
period from and including the date hereof to but excluding the date on which the Aggregate MC
Commitments terminate, subject to adjustment as provided in Section 2.24. The commitment
fees described in this Section 2.13(b) shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December of each year, commencing with the
first such date to occur after the Closing Date, and with respect to such fees owing to MC Lenders,
on the last day of the MC Availability Period for the MC Credit Facility. The commitment fees
described in this Section 2.13(b) shall be calculated quarterly in arrears, and if there is
any change in the Applicable Margin for determining Commitment Fees during any quarter, the actual
daily amount shall be computed and multiplied by the Applicable Margin for determining Commitment
Fees separately for each period during such quarter that such Applicable Margin was in effect. All
commitment fees described in this Section 2.13(b) shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day). For the avoidance of doubt, the outstanding amount of MC Swing Line Loans
shall not be counted towards or considered usage of MC Commitments for purposes of determining the
Commitment Fee in this Section 2.13(b).



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



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



2.14 Interest. (a) The Loans comprising each Base Rate Committed Borrowing shall bear
interest at the Base Rate plus the Applicable Margin.



(b) MC Swing Line Loans shall bear interest at the MC Swing Line Rate. USD Swing Line Loans
shall bear interest at the USD Swing Line Rate.



(c) The Loans comprising each Eurocurrency Rate Committed Borrowing shall bear interest at the
Eurocurrency Rate for the Interest Period in effect for such Committed Borrowing plus the
Applicable Margin.



(d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest at a rate per annum equal
to 2% plus the rate applicable to Base Rate Loans as provided in paragraph (a) of this Section
2.14 (the “Default Rate”).



(e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan, upon termination of the Aggregate USD Commitments (in the case of USD Committed
Loans), upon termination of the Aggregate MC Commitments (in the case of MC Loans) and on the
Maturity Date applicable to each Lender; provided that (i) interest accrued pursuant to
paragraph (d) of this Section 2.14 shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than, (x) in the case of a USD Committed Loan, a
prepayment of a USD Committed Loan bearing interest at the Base Rate prior to the end of the USD
Availability Period and (y) in the case of an MC Loan, a prepayment of an MC Committed Loan bearing
interest at the Base Rate prior to the end of the MC Availability Period), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and
(iii) in the event of any conversion of any Eurocurrency Rate Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of
such conversion.



(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Base Rate (including Base Rate Loans determined by reference
to the Eurocurrency Rate), the MC Swing Line Rate or the USD Swing Line Rate shall be made on the
basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last day) or, in the case
of interest in respect of Committed Loans denominated in Alternative Currencies as to which market
practice differs from the foregoing, in accordance with such market practice. The applicable Base
Rate, Eurocurrency Rate, MC Swing Line Rate or USD Swing Line Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest error. With
respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall
be determined in accordance with market practice.



2.15 Alternate Rate of Interest and Illegality. (a) If at least one Business Day
prior to the commencement of any Interest Period for a Eurocurrency Rate Committed Borrowing:




(i) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the
Eurocurrency Rate, pursuant to the definition of “Eurocurrency Rate” set forth in
Section 1.01 of this Agreement, for such Interest Period with respect to a proposed
Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency)
or to determine or charge interest rates based upon the Eurocurrency Rate, pursuant
to the definition of “Eurocurrency Rate” set forth in Section 1.01 of this Agreement
as in clause (c) of the definition of “Base Rate” (any such impacted Eurocurrency
Rate Loans, “Impacted Loans”); or




(ii) the Administrative Agent is advised by the Required Lenders that, in the
good faith determination of the Required Lenders, the Eurocurrency Rate for such
Interest Period will not adequately and fairly reflect the cost to such Required
Lenders of making or maintaining their Loans included in such Borrowing for such
Interest Period;



then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurocurrency Rate Committed Borrowing shall be ineffective,
(ii) if any Borrowing Request requests a Eurocurrency Rate Committed Borrowing, such Borrowing
shall be made as a Base Rate Committed Borrowing in Dollars, (iii) any obligation of any Lender to
make or continue Eurocurrency Rate Loans in any affected Alternative Currencies shall be suspended
and (iv) in the event of a determination described in the preceding sentence with respect to the
Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in
determining the Base Rate shall be suspended, in each case until the Administrative Agent (in its
discretion or upon the instruction of the Required Lenders) revokes such notice; provided
that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the
other Type of Borrowings shall be permitted.



Notwithstanding the foregoing, if the Administrative Agent has made the determination
described in this Section, the Administrative Agent, in consultation with the Borrower and the
Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which
case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1)
the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under
clause (a) of this Section or (2) the Administrative Agent or the Required Lenders notify the
Administrative Agent and the Borrower that such alternative interest rate does not adequately and
fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose
interest is determined by reference to such alternative rate of interest or to determine or charge
interest rates based upon such rate or any Governmental Authority has imposed material restrictions
on the authority of such Lender to do any of the foregoing and provides the Administrative Agent
and the Borrower written notice thereof.



(b) If any Lender shall notify the Administrative Agent and the Borrower that the introduction
of or any change in or in the interpretation of any law or regulation makes it unlawful, or any
central bank or Governmental Authority asserts that it is unlawful for any Lender or its
Eurocurrency Lending Office to perform any of its obligations hereunder or make, maintain or fund
or charge interest with respect to any Credit Extension (whether denominated in Dollars or an
Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate,
or any Governmental Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable
interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative
Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with
respect to any such Credit Extension or make or continue Eurocurrency Rate Loans in the affected
currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate
Loans to Eurocurrency Rate Loans, shall be suspended, and (ii) if such notice asserts the
illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is
determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on
which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by
the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in
each case until such Lender notifies the Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x)
the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable and such Loans are denominated in Dollars, convert all such Eurocurrency Rate
Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender
shall, if necessary to avoid such illegality, be determined by the Administrative Agent without
reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the
relevant Interest Periods therefor, if such Lender may lawfully continue to maintain such
Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to
maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender
determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent
shall during the period of such suspension compute the Base Rate applicable to such Lender without
reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in
writing by such Lender that it is no longer illegal for such Lender to determine or charge
interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or converted.



2.16 Increased Costs.



(a) Except with respect to Taxes, which shall be governed solely and exclusively by
Section 2.18, if any Change in Law reasonably determined by the applicable Lender, Several
L/C Agent, Fronting Bank or L/C Issuer to be applicable shall:




(i) impose, modify or deem applicable any reserve, special deposit, compulsory
loan, insurance charge or similar requirement against assets of, deposits with or
for the account of, or credit extended or participated in by, any Lender, Several
L/C Agent or Fronting Bank (except any such reserve requirement with respect to the
Eurocurrency Rate as provided in Section 2.21); or




(ii) impose on any Lender, Several L/C Agent or Fronting Bank or the London
interbank market any other condition affecting this Agreement or Eurocurrency Rate
Loans made by such Lender, Several L/C Agent or Fronting Bank or participation
therein;



and the result of any of the foregoing shall be to increase the cost to such Lender of making,
converting, continuing or maintaining any Eurocurrency Rate Loan (or of maintaining its obligation
to make any such Loan) by an amount deemed by such Lender to be material, or to increase the cost
to such Lender, the Several L/C Agent or the Fronting Bank of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender,
the Several L/C Agent or the Fronting Bank hereunder (whether of principal, interest or otherwise)
by an amount deemed by such Lender, the Several L/C Agent or the Fronting Bank to be material, then
the Borrower will pay to such Lender, the Several L/C Agent or the Fronting Bank, as the case may
be, such additional amount or amounts as will compensate such Lender, the Several L/C Agent or the
Fronting Bank, as the case may be, subject to Section 2.20, for such additional costs
incurred or reduction suffered.



(b) If any Lender, Several L/C Agent or Fronting Bank reasonably determines that any Change in
Law affecting such Lender, Several L/C Agent or Fronting Bank or such Lender’s, Several L/C Agent’s
or Fronting Bank’s holding company, if any, regarding capital or liquidity requirements has or
would have the effect of reducing the rate of return on such Lender’s, Several L/C Agent’s or
Fronting Bank’s capital or on the capital of such Lender’s, Several L/C Agent’s or Fronting Bank’s
holding company, if any, as a consequence of this Agreement, the MC Commitments of such Lender or
the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender,
or the Letters of Credit issued by the Several L/C Agent or Fronting Bank, to a level below that
which such Lender, Several L/C Agent or Fronting Bank or such Lender’s, Several L/C Agent’s or
Fronting Bank’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s, Several L/C Agent’s or Fronting Bank’s policies and the policies of
such Lender’s, Several L/C Agent’s or Fronting Bank’s holding company with respect to capital
adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower
will, subject to Section 2.20, pay to such Lender, Several L/C Agent or Fronting Bank, as
the case may be, such additional amount or amounts as will compensate such Lender, Several L/C
Agent or Fronting Bank or such Lender’s, Several L/C Agent’s or Fronting Bank’s holding company for
any such reduction suffered.



(c) A certificate of a Lender, the Several L/C Agent or the Fronting Bank setting forth the
amount or amounts necessary to compensate such Lender, the Several L/C Agent or the Fronting Bank
or its holding company, as the case may be, as specified in paragraph (a) or (b) of this
Section 2.16, and setting forth the basis for such amount or amounts and a calculation
thereof in reasonable detail shall be delivered to the Borrower and shall be conclusive absent
manifest error and the Borrower shall pay such Lender, the Several L/C Agent or the Fronting Bank,
as the case may be the amount shown as due on any such certificate within 30 days after receipt
thereof.; provided that such amounts shall be comparable (on a proportionate basis and as
determined in a commercially reasonable manner) to amounts such Lender, the Several L/C Agent or
the Fronting Bank, as the case may be charges similarly situated borrowers or account parties (or
intends to charge substantially simultaneously) for such additional costs or such losses suffered
on loans for borrowers with similar credit facilities. For purposes of clarification, the
foregoing shall not require that any Lender, the Several L/C Agent or the Fronting Bank seek such
charges against all such similarly situated borrowers or account parties prior to making any claim
for costs or losses hereunder.



(d) Failure or delay on the part of any Lender, the Several L/C Agent or the Fronting Bank to
demand compensation pursuant to this Section 2.16 shall not constitute a waiver of such
Lender’s, the Several L/C Agent’s or the Fronting Bank’s right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender, the Several L/C
Agent or the Fronting Bank pursuant to this Section 2.16 for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender, the Several L/C Agent or
the Fronting Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender’s, the Several L/C Agent’s or the Fronting
Bank’s intention to claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day
period referred to above shall be extended to include the period of retroactive effect thereof.



2.17 Break Funding Payments. In the event of (a) the payment of any principal of any
Eurocurrency Rate Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default) (other than a payment made pursuant to Section
2.15(b)), (b) the conversion of any Eurocurrency Rate Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any
Eurocurrency Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of
whether such notice may be revoked under Section 2.12(b) and is revoked in accordance
therewith) other than any failure arising from (i) any default by a Lender or (ii) application of
the provisions of Section 2.15, or (d) the assignment of any Eurocurrency Rate Loan other
than on the last day of the Interest Period applicable thereto as a result of a request by the
Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense (other than lost profits) attributable to such event.
Notwithstanding the foregoing, such loss, cost or expense to any Lender shall not exceed the
excess, if any, of (i) the amount of interest which would have accrued on the principal amount of
such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the greater of (x) if readily
determinable by such Lender with reasonable effort, the amount of interest actually earned by such
Lender from investing such principal amount in comparable investments for such period and (y) the
amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits
of a comparable amount and period from other banks in the eurodollar market. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section 2.17 shall be delivered to the Borrower and shall be conclusive absent manifest
error, provided that the method of calculation is consistent with bank industry practices
in general. The Borrower shall pay such Lender the amount shown as due on any such certificate
within 30 days after receipt thereof.



2.18 Taxes. (a) Any and all payments by or on account of any obligation of the
Borrower hereunder shall be made free and clear of and without deduction for any Taxes, except as
required by applicable law; provided that, if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (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 2.18), the Administrative Agent or Lender (as
the case may be) receives an amount equal to the sum it would have received had no such deductions
been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with applicable law. For
purposes of this Section 2.18, the term “applicable law” includes FATCA.



(b) In addition, the Borrower shall, without duplication of other amounts hereunder, pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable law.



(c) The Borrower shall, without duplication of other amounts hereunder, indemnify the
Administrative Agent and each Lender, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as
the case may be, on or with respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 2.18) and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower
by a Lender, the Several L/C Agent or the Fronting Bank (with a copy to the Administrative Agent),
or by the Administrative Agent on its own behalf or on behalf of a Lender, the Fronting Bank or the
Several L/C Agent, setting forth the basis and calculation of such amounts, shall be conclusive
absent manifest error.



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



(e) The Administrative Agent and each Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or
any treaty to which such jurisdiction is a party, with respect to payments under this Agreement
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 or reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding.



(f) If one or more payments made to a Lender under this Agreement would be subject to U.S.
federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or Section 1472(b) of
the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at
the time or times prescribed by law and at such other time or times as reasonably requested by the
Borrower or the Administrative Agent (A) a certification signed by an appropriate officer of such
Lender, and (B) such documentation prescribed by applicable law (including Section 1471(b)(3)(C)(i)
of the Code) or as may be reasonably requested by the Borrower or the Administrative Agent to
comply with their obligations under FATCA and to determine that the Lender has complied with the
Lender’s obligations under FATCA or to determine the deduction or withholding required to be made
from each payment. Each Lender agrees that if any form or certification it previously delivered
expires or becomes obsolete or inaccurate in any respect, it shall update such form or
certification or promptly notify the Borrower and the Administrative Agent in writing of its legal
inability to do so.



(g)



3



The Administrative Agent, each Lender, the Several L/C Agent and the Fronting Bank shall
exercise good faith in claiming any refund or credit (which, in the case of a credit, has been
actually utilized with respect to the current year or in the following taxable year, as determined
in the sole discretion of any Lender, the Several L/C Agent, Fronting Bank or the Administrative
Agent) with respect to Taxes for which the Borrower has paid amounts under this Section
2.18. If the Administrative Agent, any Lender, the Several L/C Agent, or the Fronting Bank
determines, in its sole discretion, that it has received a refund or credit (which, in the case of
a credit, has been actually utilized with respect to the taxable year in which the credit was
received, or in the following taxable year) of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 2.18, it shall pay over such refund or credit to the Borrower (but
only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under
this Section 2.18 with respect to the Taxes or Other Taxes giving rise to such refund), net
of all out-of-pocket expenses of the Administrative Agent, such Lender, the Several L/C Agent or
the Fronting Bank, as the case may be, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided that the Borrower,
upon the request of the Administrative Agent, such Lender, the Several L/C Agent or the Fronting
Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender,
the Several L/C Agent or the Fronting Bank in the event the Administrative Agent, such Lender, the
Several L/C Agent or the Fronting Bank is required to repay such refund to such Governmental
Authority. This Section shall not be construed to require the Administrative Agent, any Lender,
the Several L/C Agent or the Fronting Bank to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to the Borrower or any other Person.



2.19 Payments Generally: Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower
shall make each payment required to be made by it hereunder (whether of principal, interest or
fees, or of amounts payable under Section 2.16, 2.17 or 2.18, or otherwise) prior
to 1:00 p.m., New York City time, on the date when due, in Same Day Funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the applicable
Administrative Agent’s Office in Dollars, except that payments pursuant to Sections 2.16, 2.17,
2.18 and 9.03 shall be made directly to the Persons entitled thereto and except all
payments by the Borrower hereunder with respect to principal and interest on Loans denominated in
an Alternative Currency shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by
the Administrative Agent on the dates specified herein. Without limiting the generality of the
foregoing, the Administrative Agent may require that any payments due under this Agreement be made
in the United States. If, for any reason, the Borrower is prohibited by any law or regulation from
making any required payment hereunder in an Alternative Currency, such Borrower shall make such
payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The
Administrative Agent shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder
shall be due on a day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. All payments hereunder shall be made in
Dollars.



(b) After the exercise of remedies provided for in Article VII, any amounts received on
account of the Obligations shall, subject to the provisions of Sections 2.23 and
2.24, be applied by the Administrative Agent in the following order:



First, to payment of that portion of the Obligations constituting fees, indemnities, expenses
and other amounts payable to the Administrative Agent in its capacity as such;



Second, to payment of that portion of the Obligations constituting fees, indemnities and other
amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders, the
Several L/C Agent and the Fronting Bank, in proportion to the respective amounts described in this
clause Second payable to them;



Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of
Credit Fees and interest on the Loans, L/C Advances and other Obligations, among the Lenders, the
Several L/C Agent and the Fronting Bank in proportion to the respective amounts described in this
clause Third payable to them;



Fourth, to payment of that portion of the Obligations constituting unpaid principal of the
Loans and L/C Advances, among the Lenders, the Several L/C Agent and the Fronting Bank in
proportion to the respective amounts described in this clause Fourth held by them;



Fifth, to the Administrative Agent for the account of (x) the Fronting Bank, in the case of
Fronted Letters of Credit and (y) the Lenders, in the case of Several Letters of Credit, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections
2.09 and 2.23; and



Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full,
to the Borrower or as otherwise required by law.



Subject to Sections 2.09(c) and 2.23, amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to
satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as
Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set forth above.



(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the Loans or L/C Advances made
by it or the participations in L/C Obligations resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of such Loans or L/C Advances made by it or the
participations and accrued interest thereon than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face value) participations
in the Loans and subparticipations in Swing Line Loans of other Lenders, or in L/C Obligations of
other Lenders, or make such other adjustments as shall be equitable, to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders in accordance with the
aggregate amount of principal of and accrued interest on their respective Aggregate Credit Exposure
and other amounts owing them; provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such participations shall
be rescinded and the purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to (w) any payment made by
the Borrower pursuant to and in accordance with the express terms of this Agreement (including the
application of funds arising from the existence of a Defaulting Lender or the repayment of Swing
Line Loans in accordance with the terms hereof), (x) the application of Cash Collateral provided
for in Section 2.23, (y) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or subparticipations in Swing Line
Loans or in L/C Obligations to any assignee or participant, other than to the Borrower or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) or (z)
any payment obtained by or made by a Lender in order to give effect to a Tranche Conversion in
accordance with Section 2.10(e). The Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of the Borrower in the amount of such participation.



(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders, the
L/C Issuers or the Fronting Bank hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders, the L/C Issuers or
the Fronting Bank the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Person with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Overnight Rate.



(e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(b) or 2.19(d), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid.



(f) If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article II, and such funds are
not made available to the Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in Article IV are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds
as received from such Lender) to such Lender, without interest.



2.20 Mitigation Obligations: Replacement of Lenders or Fronting Bank. (a) Each Lender
may make any Credit Extension to the Borrower through any Lending Office, provided that the
exercise of this option shall not affect the obligation of the Borrower to repay the Credit
Extension in accordance with the terms of this Agreement. If any Lender requests compensation
under Section 2.16, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section
2.18, or if any Lender is unable to make Eurocurrency Rate Loans and gives a notice pursuant to
Section 2.15(a) or (b), then, at the request of the Borrower, such Lender shall use
reasonable efforts to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.16 or 2.18 or would eliminate the
prohibition on making Eurocurrency Rate Loans pursuant to Section 2.15(b), as the case may
be, and (ii) would not subject such Lender to any material unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.



(b) If any Lender requests compensation under Section 2.16, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.18, or if any Lender is a Defaulting Lender, or if any
Lender gives any notice pursuant to Section 2.15(a) or (b) indicating its inability
to make or maintain Eurocurrency Rate Loans, or if any Lender does not agree to an amendment,
waiver or consent referred to in the proviso to Section 9.02 and the Required Lenders have
agreed to sign such amendment, waiver or consent, as the case may be, then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all its interests, rights and obligations under this Agreement
to an assignee identified by the Borrower that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (i) if such assignee is
not another Lender or an Affiliate of a Lender, the Borrower shall have received the prior written
consent of the Administrative Agent and, in the case of an assignment under the MC Credit Facility,
the MC Swing Line Lenders, the Fronting Bank and the Several L/C Agent, and, in the case of an
assignment under the USD Credit Facility, the USD Swing Line Lenders, which consents shall not
unreasonably be withheld. conditioned or delayed, (ii) such Lender shall have received payment of
an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts) and any outstanding Several Letters of Credit have been amended or returned and
reissued to reflect such assignment, and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.16 or payments required to be made pursuant to
Section 2.18, such assignment will result in a reduction in such compensation or payments
and, in the case of any such assignment resulting from an amendment, waiver or consent not approved
by the assigning Lender, the assignee has agreed to approve such amendment, waiver or consent. A
Lender shall not be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply. Each Lender agrees to comply with this Section
2.20(b) and grants to the Administrative Agent a power of attorney to execute an Assignment and
Assumption if such Lender does not so execute an Assignment and Assumption within five (5) days of
its receipt of a request from the Borrower under this Section 2.20(b).



2.21 Reserves on Eurocurrency Rate Loans. The Borrower shall pay to each Lender, if
as a result of a Change in Law, and so long as, such Lender shall be required under regulations of
the Board to maintain reserves with respect to liabilities or assets consisting of or including
“Eurocurrency liabilities” (as defined in Regulation D thereof), additional interest on the unpaid
principal amount of each Eurocurrency Rate Loan of such Lender equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive absent manifest error), which shall be due and payable on each
date on which interest is payable on such Loan, provided that the Borrower shall have
received at least 10 days’ prior written notice (with a copy to the Administrative Agent) of such
additional interest from such Lender. If a Lender fails to give written notice 10 days prior to
the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from
receipt of such written notice.



2.22 Increase in Commitments.



(a) Request for Increase. Subject to Section 2.22(e) and the proviso below,
upon notice to the Administrative Agent (who shall promptly notify the applicable Lenders
referenced below), the Borrower may from time to time request that certain or all of the Lenders
(and other Eligible Assignees identified by the Borrower and approved by the Administrative Agent,
and, in the case of an increase in Aggregate MC Commitments, the MC Swing Line Lenders, the Several
L/C Agent and the Fronting Bank, and, in the case of an increase in Aggregate USD Commitments, the
USD Swing Line Lenders, all of which approvals shall not be unreasonably withheld, conditioned or
delayed) increase the Aggregate USD Commitments or Aggregate MC Commitments which are available
through the Maturity Date; provided that in no event shall the Aggregate Commitments which are
available through the Maturity Date be more than $3,000,000,000; provided further that any
such request for an increase shall be in a minimum amount of $10,000,000, or a whole multiple of
$5,000,000 in excess thereof. At the time of sending such notice, the Borrower (in consultation
with the Administrative Agent) shall specify the time period within which each applicable Lender
and Eligible Assignee is requested to respond (which shall in no event be less than ten Business
Days from the date of delivery of such notice to such Persons unless the Administrative Agent and
the Borrower otherwise agree).



(b) Lender Elections to Increase. Each applicable Lender shall notify the
Administrative Agent within such time period whether or not it agrees to increase its USD
Commitment or MC Commitment and, if so, by what amount; provided that the Borrower may
determine, in its sole discretion, to accept all, a portion of or none of such increase agreed to
by such Lender. Any applicable Lender not responding within such time period shall be deemed to
have declined to increase its USD Commitment or the MC Commitments, as the case may be.



(c) Notification by Administrative Agent; Additional Lenders. The Administrative
Agent shall notify the Borrower of each applicable Lender’s responses to each request made
hereunder. Each additional Eligible Assignee that becomes a Lender pursuant to this Section
2.22 shall execute and deliver a joinder agreement substantially in the form of Exhibit
F attached hereto. Notwithstanding any other provision of this Agreement, the Administrative
Agent and the Borrower may, without the consent of any other Lender, amend this Agreement to the
extent (but only to the extent) necessary, in the opinion of the Administrative Agent and the
Borrower only, to solely effect the provisions of this Section 2.22.



(d) Effective Date and Allocations. If the Aggregate USD Commitments or the Aggregate
MC Commitments are increased in accordance with this Section, the Administrative Agent and the
Borrower shall determine the effective date (the “Increase Effective Date”) and the final
allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the
Lenders of the final allocation of such increase and such Increase Effective Date. This Agreement
shall be deemed to be automatically amended to increase the USD Commitments or the MC Commitments,
as applicable, on the Increase Effective Date, without the need for any other consents.



(e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the
Increase Effective Date signed by a Senior Officer of the Borrower (i) certifying and attaching the
resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying
that, both immediately before and immediately after giving effect to such increase, (A) the
representations and warranties contained in Article III are true and correct in all
material respects on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall have
been true and correct in all material respects as of such earlier date, and except that for
purposes of this Section 2.22, the representations and warranties contained in Section
3.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 5.01, and (B) no Default has occurred and is continuing
as of such Increase Effective Date. At the time any increase in Aggregate USD Commitments or
Aggregate MC Commitments pursuant to Section 2.22(a) (a “Commitment Increase”)
becomes effective, the Borrower shall prepay any Loans outstanding on the Increase Effective Date
(the “Initial Loans”) (and pay any additional amounts required pursuant to Section
2.17) to the extent necessary to keep the outstanding Loans ratable with any Lender’s revised
Applicable Percentage of the applicable Facility arising from any nonratable increase in the
Aggregate USD Commitments or Aggregate MC Commitments under this Section, provided that (i)
nothing in this Section 2.22 shall prevent the Borrower from funding the prepayment of
Initial Loans with concurrent Loans hereunder in accordance with the provisions of this Agreement,
giving effect to the Commitment Increase, and (ii) no such prepayment shall be required if, after
giving effect to the Commitment Increase, each Lender has the same Applicable Percentage as
immediately prior to such Commitment Increase.



(f) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.19 or 9.02 to the contrary.



2.23 Cash Collateral.



(a) If any L/C Obligation, for any reason, would remain outstanding at any time following the
Maturity Date, the Borrower shall no later than five Business Days prior to the Maturity Date,
provide Cash Collateral in an amount equal to 105% of the Aggregate MC Credit Exposure of all such
L/C Obligations that remains or will remain outstanding following the Maturity Date.



(b) At any time that there shall exist a Defaulting Lender, who has not provided Cash
Collateral pursuant to Section 2.23(b) or whose L/C Obligations have not been reallocated
pursuant to Section 2.24(a)(iv) or in the event there is any Fronting Exposure of a Swing
Line Lender with respect to a Defaulting Lender, immediately upon the request of the Administrative
Agent, any Swing Line Lender or the Fronting Bank, as applicable, the Borrower shall deliver to the
Administrative Agent Cash Collateral in an amount sufficient to cover the Fronting Exposure of such
Swing Line Lender or Fronting Bank with respect to such Defaulting Lender (after giving effect to
Section 2.24(a)(iv) and any Cash Collateral provided by the Defaulting Lender and otherwise
to the extent such Fronting Exposure is not otherwise Cash Collateralized hereunder).



(c) Grant of Security Interest. All Cash Collateral from the Borrower (other than
credit support not constituting funds subject to deposit) shall be maintained in blocked, interest
bearing accounts at Bank of America. All Cash Collateral from a Defaulting Lender (other than
credit support not constituting funds subject to deposit) shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America The Borrower, and to the extent provided
by any Lender, such Lender, hereby grants to the Administrative Agent, for the benefit of the
Administrative Agent, the Fronting Bank and the Lenders (including the Swing Line Lenders), and
agrees that the Administrative Agent shall have a first priority security interest in and will have
“control” within the meaning of the Uniform Commercial Code of such accounts and all such Cash
Collateral, all as security for the obligations to which such Cash Collateral may be applied
pursuant to Section 2.23. If at any time the Administrative Agent determines that Cash
Collateral is subject to any right or claim of any Person other than the Administrative Agent or
the Fronting Bank as herein provided, or that the total amount of such Cash Collateral is less than
the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the
relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide
to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such
deficiency.



(d) Application. Notwithstanding anything to the contrary contained in this
Agreement, Cash Collateral provided under any of this Section 2.23 or Sections 2.07
or 2.24 in respect of MC Swing Line Loans shall be held and applied to the satisfaction of
the specific MC Swing Line Loans, under any of this Section 2.23 or Sections 2.08
or 2.24 in respect of USD Swing Line Loans shall be held and applied to the satisfaction of
the specific USD Swing Line Loans or under any of Sections 2.23, 2.09 or
2.24 in respect of Letters of Credit shall be held and applied to the satisfaction of the
specific L/C Obligations, obligations to fund participations therein (including, as to Cash
Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other application of such
property as may be provided for herein.



(e) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce
Fronting Exposure or other obligations shall be released promptly following (i) the elimination of
the applicable Fronting Exposure or other obligations giving rise thereto (including by the
termination of Defaulting Lender status of the applicable Lender or, as appropriate, its assignee
following compliance with Section 9.04(b)(ix)) or (ii) the Administrative Agent and, as
applicable, the Swing Line Lenders’ or Fronting Bank’s good faith determination that there exists
excess Cash Collateral (and the Administrative Agent and, as applicable, the Swing Line Lenders and
the Fronting Bank agree to determine whether there exists excess Cash Collateral promptly upon the
reasonable request of the Borrower); provided, however, (x) that Cash Collateral furnished
by or on behalf of the Borrower shall not be released during the continuance of a Default or Event
of Default (and following application as provided in this Section 2.23 may be otherwise
applied in accordance with Section 2.19(b)), and (y) the Person providing Cash Collateral
and the Swing Line Lenders or Fronting Bank, as the case may be, may agree that Cash Collateral
shall not be released but instead held to support future anticipated Fronting Exposure or other
obligations.



2.24 Defaulting Lenders. (a) Adjustments. Notwithstanding anything to the
contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:




(i) Waivers and Amendments. That Defaulting Lender’s right to approve
or disapprove any amendment, waiver or consent with respect to this Agreement shall
be restricted as set forth in the definitions of “Required Lenders”, “Required MC
Lenders” and “Required USD Lenders”, as applicable, and Section 9.02.




(ii) Reallocation of Payments. Any payment of principal, interest,
fees or other amounts received by the Administrative Agent for the account of that
Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to
Article VII or otherwise, and including any amounts made available to the
Administrative Agent by that Defaulting Lender pursuant to Section 9.08),
shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by that Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata
basis of any amounts owing by that Defaulting Lender to the Fronting Bank or Swing
Line Lenders hereunder; third, if such Defaulting Lender is an MC Lender, to Cash
Collateralize the Fronting Bank’s Fronting Exposure with respect to such Defaulting
Lender in accordance with Section 2.23, fourth, as the Borrower may request
(so long as no Default or Event of Default exists), to the funding of any Loan in
respect of which that Defaulting Lender has failed to fund its portion thereof as
required by this Agreement (such unfunded amounts to be determined by the
Administrative Agent, in consultation with the Borrower); fifth, if so determined by
the Administrative Agent and the Borrower, to be held in an interest bearing account
and released in order to (x) satisfy obligations of that Defaulting Lender to fund
Loans under this Agreement and (y) if such Defaulting Lender is an MC Lender, Cash
Collateralize the Fronting Bank’s future Fronting Exposure and such Defaulting
Lender’s future L/C Obligations with respect to Several Letters of Credit issued
under this Agreement, in accordance with Section 2.09; sixth, in the case of
a Defaulting Lender under any Facility, to the payment of any amounts owing to the
other Lenders, the Several L/C Agent and the Fronting Bank under such Facility
(including the Swing Line Lenders) as a result of any judgment of a court of
competent jurisdiction obtained by any Lender under such Facility (including the
Swing Line Lenders) against that Defaulting Lender as a result of that Defaulting
Lender’s breach of its obligations under this Agreement; seventh, to the payment of
any amounts owing to the Borrower as a result of any judgment of a court of
competent jurisdiction obtained by the Borrower against that Defaulting Lender as a
result of that Defaulting Lender’s breach of its obligations under this Agreement;
and eighth, to that Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided that if (A) such payment is a payment of
the principal amount of any Loans or L/C Advances under any Facility in respect of
which that Defaulting Lender has not fully funded its appropriate share and (B) such
Loans were made or Letters of Credit were issued at a time when the conditions set
forth in Section 4.02 were satisfied or waived, such payment shall be
applied solely to pay the Loans of, or L/C Obligations owed to, all non-Defaulting
Lenders under the applicable Facility on a pro rata basis (and ratably among all
applicable Facilities computed in accordance with the Defaulting Lenders’ respective
funding deficiencies) prior to being applied to the payment of any Loans of, or L/C
Obligations owed to, that Defaulting Lender under the applicable Facility until such
time as all Loans and funded and unfunded participations in L/C Obligations are held
by the Lenders pro rata in accordance with the MC Commitments or USD Commitments, as
applicable, hereunder without giving effect to Section 2.24(a)(iv). Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender that
are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash
Collateral pursuant to this Section 2.24(a)(ii) shall be deemed paid to and
redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.




(iii) Certain Fees.




(A) That Defaulting Lender shall not be entitled to receive any
commitment fee pursuant to Section 2.13 for any period during which
that Lender is a Defaulting Lender (and the Borrower shall not be required
to pay any such fee that otherwise would have been required to have been
paid to that Defaulting Lender).




(B) Each Defaulting Lender which is an MC Lender shall be entitled to
receive Letter of Credit Fees for any period during which that Lender is a
Defaulting Lender only to the extent allocable to its Applicable Percentage
of the stated amount of Letters of Credit for which it has provided Cash
Collateral.




(C) With respect to any Letter of Credit Fee not required to be paid to
any Defaulting Lender pursuant to clause (B) above, the Borrower
shall (x) pay to each non-Defaulting Lender under the MC Credit Facility
that portion of any such Letter of Credit Fee otherwise payable to such
Defaulting Lender with respect to such Defaulting Lender’s participation in
L/C Obligations that has been reallocated to such non-Defaulting Lender
pursuant to clause (iv) below, (y) pay to the Fronting Bank the
amount of any such fee otherwise payable to such Defaulting Lender to the
extent allocable to the Fronting Bank’s Fronting Exposure to such Defaulting
Lender, and (z) not be required to pay the remaining amount of any such fee.




(iv) Reallocation of Applicable Percentages to Reduce Fronting
Exposure. During any period in which there is a Defaulting Lender, for purposes
of computing the amount of the obligation of each non-Defaulting Lender to make, or
acquire, refinance or fund participations in, Swing Line Loans pursuant to
Sections 2.07 or 2.08 (and subject to a Swing Line Lender’s
discretion to provide Swing Line Loans in amounts greater than its MC Swing Line
Commitment or USD Swing Line Commitment, as the case may be) or Letters of Credit
pursuant to Sections 2.09, the “Applicable Percentage” of each such
non-Defaulting Lender shall be computed from time to time without giving effect to
the MC Commitment or USD Commitment, as applicable, of that Defaulting Lender;
provided, that, (i) each such reallocation shall be given effect if, at the
time of any such reallocation, no Default or Event of Default exists; and (ii) such
reallocation does not cause the Credit Exposure of any such non-Defaulting Lender to
exceed such non-Defaulting Lender’s MC Commitment or USD Commitment, as applicable.
No reallocation hereunder shall constitute a waiver or release of any claim of any
party hereunder against a Defaulting Lender arising from that Lender having become a
Defaulting Lender, including any claim of a non-Defaulting Lender as a result of
such non-Defaulting Lender’s increased exposure following such reallocation.




(v) Cash Collateral. If the reallocation described in clause
(a)(iv) above cannot, or can only partially, be effected, the Borrower shall,
without prejudice to any right or remedy available to it hereunder or under
applicable Law, Cash Collateralize the Fronting Bank’s or Swing Line Lenders’
Fronting Exposure in accordance with the procedures set forth in Section
2.23 to the extent such Fronting Exposure has not been Cash Collateralized by
the Defaulting Lender.



(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent and the Several
L/C Agent, the Fronting Bank and Swing Line Lenders, as applicable, agree in writing in their sole
discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include
arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable,
purchase at par that portion of outstanding Loans of the other Lenders or take such other actions
as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded
and unfunded participations in Swing Line Loans and Letters of Credit to be held on a pro rata
basis by the Lenders in accordance with their Applicable Percentages (without giving effect to
Section 2.24(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or
on behalf of the Borrower while that Lender was a Defaulting Lender (and the Borrower shall not be
required to pay any such fees or payments to such Lender which were not required to have been paid
to such Lender while it was a Defaulting Lender); and provided, further, that except to the extent
otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to
Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender’s having been a Defaulting Lender.



ARTICLE III

REPRESENTATIONS AND WARRANTIES




The Borrower represents and warrants to the Lenders that:



3.01 Organization. Each of the Borrower and each of its Significant Subsidiaries is
duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization. Each of the Borrower and each of its Significant Subsidiaries is duly qualified and
in good standing as a foreign corporation in each jurisdiction in which the nature of its
activities makes such qualification necessary except where the failure to be so qualified and in
good standing could not reasonably be expected to result in a Material Adverse Effect.



3.02 Authorization; Enforceability. The Transactions are within the Borrower’s
corporate powers and have been duly authorized by all necessary corporate action. This Agreement
has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.



3.03 No Conflicts, etc. The Transactions (a) do not require any consent or approval
of, registration or filing with, or any other action by, any Governmental Authority or any other
Person, except such as have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation binding on the Borrower or the charter, by-laws or other
organizational documents of the Borrower or any order of any Governmental Authority and (c) will
not violate or result in a default under any indenture, agreement or other instrument binding upon
the Borrower, except, in the case of clause (a) and (c), as could not reasonably be expected to
have a Material Adverse Effect.



3.04 Financial Statements; No Material Adverse Change. (a) The consolidated balance
sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year
ended December 31, 2014, reported on by Ernst & Young LLP, independent public accountants,, present
fairly, in all material respects, the financial position and results of operations and cash flows
of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP.



(b) As of the Closing Date, since December 31, 2014, there has been no change, event or
circumstance that, individually or in the aggregate, has resulted in or would reasonably be
expected to result in a Material Adverse Effect.



3.05 Litigation. As of the Closing Date, there are no actions, suits or proceedings
by or before any arbitrator or Governmental Authority pending against or, to the knowledge of a
Senior Officer of the Borrower, threatened against the Borrower or any of its Subsidiaries (i)
which could reasonably be expected to result in a Material Adverse Effect or (ii) which purports to
affect the legality, validity or enforceability of this Agreement or the Transactions.



3.06 Governmental Approvals. Except as set forth on Schedule 3.06, as of the
Closing Date (both before and after giving effect to the Transactions on and as of such date), no
authorization or approval or other action by, and no notice to or filing or registration with, any
Governmental Authority is required to carry on the business of the Borrower and its Subsidiaries as
then conducted, other than any authorization or approval or other action or notice or filing or
registration as has been, in all material respects, obtained, made, taken or given (or waived) and
is in full force and effect on such date and, except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect.



3.07 Investment Company Act. The Borrower is not an “investment company” as defined
in, or subject to regulation under, the Investment Company Act of 1940, as amended.



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




3.09 ERISA Compliance.



(a) Each Benefit Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other Federal or state laws and regulations. Each Benefit Plan that is
intended to qualify under Section 401(a) of the Code has received a favorable determination letter
from the IRS or an application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the Borrower, nothing has occurred which would
prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan and Multiemployer Plan, and no application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the Code or 302 of
ERISA has been made with respect to any Plan.



(b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Benefit Plan that could
reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Benefit Plan that has
resulted or could reasonably be expected to result in a Material Adverse Effect.



(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Plan has any
Unfunded Pension Liability; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan or
Multiemployer Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv)
neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could
be subject to Section 4069 or 4212(c) of ERISA, in each case that has resulted or could reasonably
be expected to result in a Material Adverse Effect.



3.10 Margin Regulations. Following the application of the proceeds of each Borrowing,
not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and
its Subsidiaries on a consolidated basis) subject to the provisions of Section 6.03 or
Section 6.04 or subject to any restriction contained in any agreement or instrument between
the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the
scope of clause (f) of Article VII will be “margin stock” (as defined in the Margin Regulations).



3.11 Compliance with Laws. The Borrower and each Subsidiary is in compliance in all
material respects with the requirements of all laws and regulations of all Governmental Authorities
applicable to it and all orders, writs, injunctions and decrees of Governmental Authorities
applicable to it or to its properties, except in such instances in which (a) such requirement of
law, regulation or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.



3.12 OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge
of the Borrower, any director, officer, or employee thereof, is an individual or entity that is or
is owned (meaning 50% or greater ownership interest) or controlled by any individual or entity that
is (i) currently the subject of any Sanctions, or (ii) located, organized or resident in a
Designated Jurisdiction.



3.13 Anti-Corruption Laws. The Borrower and its Subsidiaries have conducted their
businesses in material compliance with applicable anti-corruption laws and have instituted and
maintained policies and procedures designed to promote and achieve compliance with such laws in all
material respects.



ARTICLE IV

CONDITIONS




4.01 Closing Date. This Agreement shall not become effective until the date on which
each of the following conditions is satisfied (or waived in accordance with Section 9.02):



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



(b) The Administrative Agent (or its counsel) shall have received from the Borrower originals
or copies (which may include facsimile or electronic mail submission of a signed promissory note)
of promissory notes in favor of each Lender that has made such a request two (2) Business Days
prior to the proposed Closing Date in accordance with Section 2.12(f), substantially in the
forms of Exhibit E-1 hereto (in the case of USD Lenders) and Exhibit E-2 hereto (in
the case of MC Lenders).



(c) The Administrative Agent shall have received a written opinion (addressed to the
Administrative Agent, the Fronting Bank, the Several L/C Agent and the Lenders and dated the
Closing Date) of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Borrower and a written
opinion (addressed to the Administrative Agent, the Fronting Bank, the Several L/C Agent and the
Lenders and dated the Closing Date) of the general counsel of the Borrower. The Borrower hereby
requests each such counsel to deliver such opinion.



(d) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence
and good standing of the Borrower and the authorization of the Transactions on and as of the
Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent.



(e) The Administrative Agent shall have received a certificate, dated the Closing Date and
signed by a Senior Officer of the Borrower, confirming compliance with the conditions set forth in
Section 4.02.



(f) The Administrative Agent and the Arrangers shall have received all fees and other amounts
required to be paid by the Borrower on the Closing Date.



(g) The Administrative Agent shall have received a certificate dated as of the Closing Date
and signed by a Senior Officer of the Borrower certifying that since December 31, 2014, there has
not been any event or condition that has resulted in or would, individually or in the aggregate, be
reasonably expected to result in a Material Adverse Effect.



(h) The Administrative Agent shall have received satisfactory evidence of the Borrower’s Debt
Rating as of a reasonable recent date prior to the Closing Date.



(i) All amounts outstanding under the Existing Agreements shall have been or concurrently with
the Closing Date are being repaid and the credit facilities provided pursuant to the Existing
Agreements and all related documentation shall have been or concurrently with the Closing Date are
being terminated.



The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date.
Notwithstanding the foregoing, this Agreement shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00
p.m., New York City time, on March 31, 2015, and in the event such conditions are not satisfied or
waived, the Aggregate Commitments shall terminate at such time.



Without limiting the generality of the provisions of the last paragraph of Section
8.03, for purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.



4.02 Extension of Credit. The obligation of each Lender to honor any Request for
Credit Extension (other than a Request for Credit Extension requesting only a conversion of Loans
to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the
satisfaction of the following conditions:



(a) The representations and warranties of the Borrower (other than, with respect to any Loan
to be made for the purpose of supporting commercial paper issued by the Borrower or for other
general corporate purposes, the representations and warranties set forth in Sections 3.04(b)
and 3.05) set forth in this Agreement shall be true and correct in all material respects on and
as of the date of such Credit Extension (except that for purposes of this Section 4.02, the
representations and warranties contained in Section 3.04 shall be deemed to refer to the
most recent annual and quarterly statements furnished pursuant to subsections (a) and
(b) of Section 5.01, and in the case of subsection (b), subject to year end
adjustments and the absence of footnotes);



(b) At the time of and immediately after giving effect to such Loan, no Default or Event of
Default shall have occurred and be continuing;



(c) The Administrative Agent and, if applicable, the USD Swing Line Lenders, the MC Swing Line
Lenders or the Applicable Issuing Party, shall have received a Request for Credit Extension in
accordance with the requirements hereof; and



(d) In the case of an MC Committed Loan to be denominated in an Alternative Currency, there
shall not have occurred any change in national or international financial, political or economic
conditions or currency exchange rates or exchange controls which in the reasonable opinion of the
Required MC Lenders would make it impracticable for such MC Committed Loan to be denominated in the
relevant Alternative Currency.



Each Request for Credit Extension shall be deemed to constitute a representation and warranty by
the Borrower on the date of such funding that the applicable conditions specified in this
Section 4.02 are satisfied.



ARTICLE V

AFFIRMATIVE COVENANTS




So long as any Lender shall have any Commitment hereunder, any L/C Obligation, Loan or other
Obligation hereunder (other than contingent indemnification liability that is not then payable)
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless fully
Cash Collateralized), the Borrower covenants and agrees with the Lenders that:



5.01 Financial Statements and Other Information. The Borrower will furnish to the
Administrative Agent:



(a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated
balance sheet and related statements of operations, stockholders’ equity and cash flows as of the
end of and for such year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants
of recognized national standing (without a “going concern” or like qualification or exception
(other than a qualification related to the maturity of the USD Commitments, MC Commitments and the
Loans at the Maturity Date) and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP;



(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, its consolidated balance sheet and related statement of operations as of the
end of and for such fiscal quarter and its related statements of operations and cash flows for the
then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures
for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in
all material respects the financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal
year-end audit adjustments and the absence of footnotes;



(c) within 90 days after the end of the fiscal year of the Borrower, in connection with any
delivery of financial statements under clause (a) above, and, within 45 days after the end of each
of the first three fiscal quarters of each fiscal year of the Borrower, in connection with any
delivery of financial statements under clause (b) above, a certificate of a Financial Officer of
the Borrower (i) certifying that no Default or Event of Default has occurred and is continuing or,
if an Default or Event of Default has occurred and is continuing, a statement as to the nature
thereof and the action which the Borrower has taken or proposes to take with respect thereto and
(ii) setting forth reasonably detailed calculations demonstrating compliance with Section
6.01;



(d) within 90 days after the end of the fiscal year of the Borrower, in connection with any
delivery of financial statements under clause (a) above, a certificate of the accounting firm that
reported on such financial statements stating whether they obtained knowledge during the course of
their examination of such financial statements of any Default or Event of Default (which
certificate may be limited to the extent required by accounting rules or guidelines);



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



(f) promptly following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Borrower or any Subsidiary as the Administrative
Agent or any Lender (through the Administrative Agent) may reasonably request.



Documents required to be delivered pursuant to Section 5.01(a), or (b) or
(e) (to the extent any such documents are included in materials otherwise filed with the
Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Borrower posts such documents, or
provides a link thereto on the Borrower’s website on the Internet at the website address listed in
Schedule 9.01; or (ii) on which such documents are posted on the Borrower’s behalf on an
Internet or intranet website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent);
provided that the Borrower shall deliver paper copies of such documents to the
Administrative Agent upon request therefor. The Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above, and in any event
shall have no responsibility to monitor compliance by the Borrower with any such request for
delivery, and each Lender shall be solely responsible for maintaining its copies of such documents.
Promptly after receipt and satisfactory review, the Administrative Agent will deliver to the
Lenders (or post to any applicable Internet or intranet website, if any, to which each Lender has
access) the documentation described in Section 5.01(c), (d) and (f).



The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may,
but shall not be obligated to, make available to the Lenders, the Several L/C Agent and the
Fronting Bank materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials on Syndtrak, Debt Domain,
IntraLinks or another similar electronic transmission system (the “Platform”) and (b) certain of
the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive
material non-public information with respect to the Borrower or its Affiliates, or the respective
securities of any of the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as
the Borrower is the issuer of any outstanding debt or equity securities that are registered or
issued pursuant to a private offering or is actively contemplating issuing any such securities (w)
by its marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the
Administrative Agent, the Arrangers, the Several L/C Agent and the Fronting Bank and the Lenders to
treat such Borrower Materials as not containing any material non-public information with respect to
the Borrower or its securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 9.12); (x) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information”; and (y) the Administrative Agent and the Arrangers shall
treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform that is not designated “Public Side Information”. Notwithstanding the
foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”



5.02 Notice of Default or Event of Default. Promptly upon a Senior Officer obtaining
knowledge thereof, the Borrower will furnish to the Administrative Agent written notice of the
occurrence of any Default or Event of Default that is continuing. Each notice delivered under this
Section 5.02 shall be accompanied by a statement of a Senior Officer of the Borrower as to
the nature thereof and the action which the Borrower has taken or proposes to take with respect
thereto.



5.03 Maintenance of Existence. The Borrower will, and will cause each of its
Significant Subsidiaries to, preserve and maintain its corporate, limited liability company,
partnership or other organizational existence; provided that the foregoing shall not
restrict any merger, consolidation, liquidation, dissolution or other change not prohibited by
Section 6.04.



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



5.05 Maintenance of Insurance. The Borrower will, and will cause each of its
Significant Subsidiaries to, maintain, with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily maintained by companies engaged
in the same or similar businesses.



5.06 Books and Records; Inspection Rights. The Borrower will, and will cause each of
its Significant Subsidiaries to, keep adequate books of record and account in which proper entries
are made in order to permit preparation of the Borrower’s consolidated financial statements in
accordance with GAAP. The Borrower will, and will cause each of its Significant Subsidiaries to
permit any representatives designated by the Administrative Agent, upon reasonable prior notice, at
reasonable times and at reasonable intervals, (a) to visit and inspect its properties, (b) to
examine and make extracts from its books and records, and (c) to discuss its affairs, finances and
condition with its officers and, if a Senior Officer of the Borrower is present, its independent
accountants; provided that the Administrative Agent’s right to visit and inspect the
properties, and to examine the books and records, of the Borrower and its Significant Subsidiaries
shall, unless an Event of Default shall have occurred and be continuing, be limited to one such
inspection and examination during each calendar year.



5.07 Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries
to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to
it or its property, except where the failure to do so could not reasonably be expected to result in
a Material Adverse Effect.



5.08 Compliance with Environmental Laws. The Borrower will, and will cause each of
its Subsidiaries to, comply in all material respects with, all applicable Environmental Laws,
except where the failure to so comply could not reasonably expect to result in a Material Adverse
Effect, and obtain and comply in all material respects with, and maintain, any and all licenses,
approvals, notifications, registrations or permits required by applicable Environmental Laws except
where the failure to so comply, obtain and maintain could not reasonably be expected to result in a
Material Adverse Effect.



5.09 Use of Proceeds. The proceeds of the Facilities shall be used to (i) refinance
amounts outstanding under the Existing Agreements and (ii) provide for ongoing working capital and
for other general lawful corporate purposes of the Borrower and its Subsidiaries. No part of the
proceeds of any Loan will be used for any purpose that violates any of the Regulations of the
Board, including the Margin Regulations.



5.10 Notice of Change in Debt Rating. Promptly upon a Senior Officer obtaining
knowledge thereof, the Borrower will furnish to the Administrative Agent written notice of any
announcement by Moody’s or S&P of any change in Debt Rating.



5.11 Anti-Corruption Laws. The Borrower will and shall cause each Subsidiary to,
conduct its businesses in material compliance with applicable anti-corruption laws and maintain
policies and procedures designed to promote and achieve compliance with such laws in all material
respects.



ARTICLE VI

NEGATIVE COVENANTS




So long as any Lender shall have any Commitment, L/C Obligation, Loan or other Obligation
hereunder (other than contingent indemnification liability that is not then payable) shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless fully Cash
Collateralized), the Borrower covenants and agrees with the Lenders that:



6.01 Consolidated Net Worth. The Borrower will not permit Consolidated Net Worth to
be less than (i) on the Closing Date, an amount equal to Consolidated Net Worth determined from the
annual audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year
ended December 31, 2014 (such amount, the “Closing Date Consolidated Net Worth”) multiplied
by .65 and (ii) after the Closing Date, an amount equal to the Closing Date Consolidated Net Worth
after, and giving effect to, actual share repurchases made and special dividends declared
(including annual variable dividends which are determined to be made or paid after the end of each
fiscal year), but only up to the amount of such repurchases and dividends, including those publicly
announced and made or declared, as applicable, after December 31, 2014 (and in no event greater
than $2,000,000,000 in the aggregate for such repurchases and dividends), multiplied by .65.



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



(a) Indebtedness existing on the date hereof and set forth in Schedule 6.02, and any
extensions, renewals, replacements and refinancings of any such Indebtedness that do not increase
the outstanding principal amount thereof, plus any accrued interest, premium, fee and reasonable
out-of-pocket expenses payable in connection with any such extension, renewal, replacement or
refinancing;



(b) Indebtedness to the Borrower or any Subsidiary;



(c) Guarantees of Indebtedness of the Borrower or any Subsidiary;



(d) Indebtedness incurred to finance the acquisition, development, construction or improvement
of any fixed, real, capital and/or tangible assets, Capital Lease Obligations and any Indebtedness
assumed in connection with the acquisition of any such assets or secured by a Lien on any such
assets prior to the acquisition thereof, and extensions, renewals, replacements and refinancings of
any such Indebtedness; provided that (i) such Indebtedness is incurred prior to or within
six months after such acquisition or the completion of such construction or improvement and (ii)
the aggregate principal amount of Indebtedness permitted by this clause (d) outstanding at
any time shall not exceed (x) $250,000,000 plus (y) the amount of Indebtedness available to
be used at such time under Section 6.02(e) (and which is not so used at such time under
Section 6.02(e));



(e) Indebtedness of any Person that becomes a Subsidiary after the date hereof or that is
secured by an asset when such asset is acquired by a Subsidiary after the date hereof;
provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary or
at the time of such acquisition and is not created in contemplation of or in connection with such
Person becoming a Subsidiary or such acquisition and (ii) the aggregate principal amount of
Indebtedness permitted by this clause (e) outstanding at any time shall not exceed (x)
$250,000,000 plus (y) the amount of Indebtedness available to be used at such time under
Section 6.02(d) (and which is not so used at such time under Section 6.02(d));



(f) Indebtedness incurred under any Clearinghouse Facility and extensions, renewals,
replacements and refinancings thereof;



(g) contingent liabilities in respect of any indemnification, adjustment of purchase price,
non-compete, consulting, deferred compensation and similar obligations to the extent any such
obligations constitute Indebtedness;



(h) Indebtedness arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument of a Subsidiary drawn against insufficient funds in the ordinary
course of business;



(i) Indebtedness which finances workers’ compensation, health, disability or life insurance or
which finances other employee benefits or property, casualty or liability insurance, or
self-insurance, in each case in the ordinary course of business;



(j) (i) Indebtedness under any GFX Guaranty and (ii) Indebtedness of any Subsidiary in respect
of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations to the extent
any such obligations constitute Indebtedness, in each case of this clause (ii) provided with
respect to obligations incurred or arising in the ordinary course of its business;



(k) Indebtedness as an account party in respect of (A) trade letters of credit, (B) stand-by
letters of credit provided in connection with any GFX Guaranty or the SGX Mutual Offset Agreement
or (C) additional standby letters of credit issued to support guaranty and offset arrangements
similar to the guaranty and offset arrangements contemplated by any GFX Guaranty or the SGX Mutual
Offset Agreement for so long as (x) any payments required by the documentation related to such
letters of credit are made by the Borrower, obligor or account party on such letter of credit on a
timely basis;



(l) subordinated Indebtedness owed by any Subsidiary to the Borrower or any other Subsidiary
which Indebtedness is incurred or created to meet regulatory capital requirements;



(m) Indebtedness secured by Liens described in Section 6.03(l);



(n) obligations arising from tax increment financings and other similar arrangements with
Governmental Authorities and credit support (including without limitation letters of credit and
lines of credit) provided in connection therewith, provided, however, that such obligations
shall not exceed (without duplication) amounts received from the relevant Governmental Authorities
in respect of such arrangements;



(o) Indebtedness of any Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s
determination of any requirement imposed at any time or from time to time by any Governmental
Authority in an aggregate principal amount not to exceed $500,000,000 at any time outstanding,
provided that any such Indebtedness is not outstanding for longer than 30 days;



(p) in the event the Borrower purchases the equity of GFI Group Inc., Indebtedness of GFI
Group Inc. or its subsidiaries; provided that (i) such Indebtedness exists at the time of such
purchase and is not created in contemplation of or in connection with such purchase, (ii) the
aggregate principal amount of Indebtedness permitted by this clause (p) outstanding at any time
shall not exceed $240,000,000 and (iii) such Indebtedness is repaid within 12 months after such
purchase (for the avoidance of doubt, any make-whole premium payable in connection with the
repayment of such Indebtedness shall not be deemed to be Indebtedness for purposes of this
Agreement); and



(q) other unsecured and secured Indebtedness in an aggregate principal amount not exceeding
$250,000,000 outstanding at any time.



6.03 Liens. The Borrower will not, and will not permit any Significant Subsidiary to,
create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it which property or asset is material to the business of the Borrower and its
Subsidiaries, taken as a whole, except:



(a) Permitted Encumbrances;



(b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date
hereof and set forth in Schedule 6.03 and, if the obligation secured by such Lien is
modified, refinanced, refunded, extended, renewed or replaced, any Lien securing such modified,
refinanced, refunded, extended, renewed or replaced obligation; provided that (i) any
security interest granted in connection therewith shall apply to the same category, type and/or
scope of assets as the assets securing such obligation being so refinanced and listed on
Schedule 6.03 and (ii) such Lien shall secure only those extensions, renewals and
replacements of the secured obligations that do not increase the outstanding principal amount
thereof plus any accrued interest, premium, fee and reasonable out-of-pocket expenses payable in
connection with any such extension, renewal or replacement;



(c) any Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a
Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary;
provided that:




(i) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien
shall apply to the same category, type and/or scope of assets and (iii) such Lien
shall secure only those obligations which it secures on the date of such acquisition
or the date such Person becomes a Subsidiary, as the case may be, and any
modification, refinancing, refunding, extension, renewal or replacement thereof that
do not increase the outstanding principal amount thereof plus any accrued interest,
premium, fee and reasonable out-of-pocket expenses payable in connection with any
such refinancing, refunding, extension, renewal or replacement;



(d) Liens on fixed, real, capital and/or tangible assets acquired, leased, constructed,
developed or improved by the Borrower or any Subsidiary; provided that (i) such
security interests secure Indebtedness permitted by clause (d) of Section 6.02 (or, in the
case of Indebtedness of the Borrower, that would be permitted thereunder if such provision applied
to the Borrower and its Subsidiaries) and, with respect to clause (ii) of the proviso thereto,
permitted Indebtedness of the Borrower and its Subsidiaries up to an aggregate principal amount at
any time outstanding of (x) $250,000,000 plus (y) the amount of Indebtedness available to
be used at such time under Section 6.02(e) (and which is not so used at such time under
Section 6.02(e)), (ii) such security interests and the Indebtedness secured thereby are
incurred prior to or within 6 months after such acquisition or the completion of such construction
or improvement and (iii) such security interests shall not apply to any other property or assets of
the Borrower or any Subsidiary;



(e) Liens securing obligations of the Borrower or any Subsidiary in respect of any Swap
Agreements (A) entered into in the ordinary course of business and for non-speculative purposes or
(B) Swap Agreements solely entered into in order to serve as a clearinghouse in respect thereof;



(f) Liens securing obligations under any Clearinghouse Facility from time to time;



(g) Liens arising out of repurchase agreements or reverse repurchase agreements entered into
by the Borrower or any Subsidiary;



(h) Liens on the Equity Interests of BM&F or any Subsidiary thereof;



(i) Liens securing Indebtedness permitted under Section 6.02 (j) and (k),
Liens securing Indebtedness of the Borrower that it would have been permitted to incur in reliance
on Section 6.02(j) and (k) if such clauses had applied to the Borrower and Liens
securing obligations under the SGX Mutual Offset Agreement;



(j) Liens on “margin stock” (as defined in the Margin Regulations), if and to the extent that
the value of such margin stock does not exceed 25% of the total assets of the Borrower and its
Subsidiaries subject to this Section;



(k) Liens on fixed, real capital and/or tangible assets acquired, constructed, leased,
developed or improved by the Borrower or any Subsidiary; provided that (i) such
Lien secures Synthetic Lease Obligations, (ii) such Lien and the Synthetic Lease Obligations
secured thereby are incurred prior to or within 6 months after such acquisition or the completion
of such construction or improvement and (iii) such Liens shall not apply to any other property or
assets of the Borrower or any Subsidiary;



(l) Liens on (1) the land, improvements, fixtures, and three buildings located at 141 West
Jackson Boulevard and 333 LaSalle St. (formerly part of 141 West Jackson Boulevard) in Chicago, IL,
consisting of approximately 1,500,000 square feet, (2) the land, improvements, buildings, and
fixtures located at One North End Avenue, New York, NY 10282, and (3) the land, improvements,
fixtures, and buildings comprising the data center located in Aurora, Illinois;



(m) Liens on the assets of, but not any Equity Interests issued by, any Subsidiary;



(n) Liens with respect to Equity Interests which constitute minority investments held by the
Borrower or any Subsidiary of Borrower;



(o) Liens securing obligations permitted under Section 6.02 (n);



(p) Liens securing Indebtedness permitted under Section 6.02 (p);



(q) Liens, if any, in favor of the Administrative Agent on behalf of the Lenders securing the
Obligations; and



(r) any other Liens on property; provided that the aggregate principal amount of the
Indebtedness and other obligations secured thereby does not exceed $250,000,000 at any time
outstanding;



provided that, the stock in the Borrower which the Borrower keeps in its own treasury (and
in respect of which dividends are not payable and which have no voting rights) shall not be subject
to the provisions of this Section 6.03.



6.04 Fundamental Changes. The Borrower will not, and will not permit any Significant
Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction
or in a series of transactions) assets constituting all or substantially all of the assets (other
than Margin Stock) of the Borrower and its Subsidiaries taken as a whole, or more than 50% of the
voting stock of Chicago Mercantile Exchange Inc., Board of Trade of the City of Chicago, Inc. or
New York Mercantile Exchange, Inc. (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that (i) any Significant Subsidiary or Person may merge into or
consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation
or with any Subsidiary, (ii) any Person may merge into or consolidate with any Significant
Subsidiary in a transaction in which the surviving entity is a Subsidiary, and (iii) any
Significant Subsidiary may sell, transfer, lease or otherwise dispose of its assets or the stock of
any of its Subsidiaries (by voluntary liquidation or otherwise) to the Borrower or to another
Subsidiary.



6.05 Use of Proceeds. The Borrower shall not use the proceeds of any Borrowing,
whether directly or indirectly, and whether immediately, incidentally or ultimately for any purpose
that violates any of the Regulations of the Board, including the Margin Regulations.



6.06 Sanctions. The Borrower shall not, directly or, to the Borrower’s knowledge,
indirectly, use the proceeds of any Credit Extension, to fund any activities of or business with
any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is
the subject of Sanctions, or in any other manner that will result in a violation by any individual
or entity (including any individual or entity participating in the transaction, whether as Lender,
Arranger, Administrative Agent, Several L/C Agent, Fronting Bank, Swing Line Lender, or otherwise)
of Sanctions, other than transactions that have received exemptions or authorizations issued by any
relevant sanctions authority that permit such transactions thereunder.



6.07 Anti-Corruption Laws. The Borrower shall not, directly or, to the Borrower’s
knowledge, indirectly, use the proceeds of any Credit Extension for any purpose which would breach
the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar
anti-corruption legislation in other jurisdictions.



ARTICLE VII

EVENTS OF DEFAULT




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



(a) the Borrower shall fail to pay any principal of any Loan or L/C Advance when and as the
same shall become due and payable;



(b) the Borrower shall fail to pay any interest on any Loan or on any L/C Obligation or any
fee or any other amount (other than an amount referred to in clause (a) of this Article) payable
under this Agreement when due and payable, and such failure shall continue unremedied for a period
of five Business Days;



(c) any representation or warranty made by the Borrower in this Agreement or in connection
with this Agreement or in any amendment or modification hereof or waiver hereunder or in any
certificate furnished by the Borrower pursuant to this Agreement or any amendment or modification
hereof or waiver hereunder shall prove to have been incorrect in any material respect on the date
made or deemed made;



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



(e) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article),
and such failure shall continue unremedied for a period of 30 days after a Senior Officer of the
Borrower receives notice thereof from the Administrative Agent;



(f) the Borrower or any Subsidiary shall fail to pay any principal or premium or interest
under any Material Indebtedness when due and payable (whether at scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument relating to such Material
Indebtedness;



(g) any breach, default, or event of default occurs under any Material Indebtedness that
results in such Material Indebtedness becoming due prior to its scheduled maturity;
provided that this clause (g) shall not apply to secured Material Indebtedness that becomes
due as a result of the voluntary sale or transfer of the property or assets securing such Material
Indebtedness or to any Material Indebtedness secured by any property of the Borrower and its
Subsidiaries;



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



(i) the Borrower or any Significant Subsidiary shall (i) voluntarily commence any proceeding
or file any petition seeking liquidation, reorganization or other relief under any Federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (except
to the extent permitted pursuant to Section 6.04 hereof), (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in
clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or any Significant
Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any action for the purpose of effecting any of the
foregoing;



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



(k) one or more judgments for the payment of money above available insurance or indemnity
coverage in an aggregate amount in excess of $250,000,000 shall be rendered against the Borrower,
any Subsidiary or any combination thereof and the same shall remain undischarged or unpaid for a
period of 45 consecutive days during which execution shall not be effectively stayed;
provided, however, that any such judgment shall not give rise to an Event of
Default if and to the extent that the amount of such judgment or order has been fully bonded;



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



(m) a Change in Control shall occur;



then, and in every such event (other than an event with respect to the Borrower described in clause
(h) or (i) of this Article), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or different times: (i)
terminate the Aggregate Commitments, and thereupon the Aggregate Commitments shall terminate
immediately, (ii) declare the commitment of each Lender to make Loans and L/C Credit Extensions and
any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligations shall be terminated, (iii) require that the Borrower Cash Collateralize
the L/C Obligations and (iv) declare the Loans then outstanding and all other amounts owing or
payable hereunder or under any other Loan Document to be due and payable in whole (or in part, in
which case any principal not so declared to be due and payable may thereafter be declared to be due
and payable), and thereupon the principal of the Loans and all other amounts so declared to be due
and payable, together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of
any event with respect to the Borrower described in clause (h) or (i) of this Article, the
Aggregate Commitments and the obligation of each Lender to make Loans and any obligation of the L/C
Issuers to make L/C Credit Extensions shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.



ARTICLE VIII

ADMINISTRATIVE AGENT




8.01 Appointment and Authority. Each of the Lenders, each L/C Issuer, the Several L/C
Agent and the Fronting Bank hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof and thereof, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent, the Lenders, the L/C Issuers, the Several L/C Agent and the Fronting Bank,
and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It
is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or
any other similar term) with reference to the Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
Law. Instead such term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties.



8.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the
Person serving as the Administrative Agent hereunder in its capacity as a Lender. Such Person and
its Affiliates may accept deposits from, lend money to, own securities of, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind of business with the
Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.



8.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents, and its duties
shall be administrative in nature. Without limiting the generality of the foregoing, the
Administrative Agent:



(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;



(b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents), provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to this Agreement or any other Loan
Document or applicable law, including for the avoidance of doubt any action that may be in
violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency,
receivership, or similar law or that may effect a forfeiture, modification or termination of
property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy,
insolvency, receivership, or similar law; and



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



The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 9.02 and Article VII )
or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court
of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until notice describing such Default is
given in writing to the Administrative Agent by the Borrower, a Lender, the Several L/C Agent, or
the Fronting Bank.



The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.



8.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance, extension,
renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the Applicable Issuing Party, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the Applicable Issuing Party unless the Administrative
Agent shall have received notice to the contrary from such Lender or the Applicable Issuing Party
prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative
Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.



8.05 Delegation of Duties. The Administrative Agent may perform any and all of its
duties and exercise its rights and powers hereunder or under any other Loan Document by or through
any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this Article shall apply
to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative Agent. The
Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents
except to the extent that the Administrative Agent acted with bad faith, gross negligence or
willful misconduct in the selection of such sub-agents.



8.06 Resignation of Administrative Agent.



(a) The Administrative Agent may at any time give notice of its resignation to the Lenders,
the Fronting Bank and the Borrower. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld),
to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate
of any such bank with an office in the United States. If no such successor shall have been so
appointed by the Required Lenders with such consent of the Borrower and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its resignation
(or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective
Date”), then the retiring Administrative Agent may on behalf of the Lenders, the L/C Issuers,
the Several L/C Agent and the Fronting Bank upon 30 days’ prior written notice to the Borrower (but
shall have no obligation to), appoint a successor Administrative Agent which shall be a bank with
an office in New York, New York, or an Affiliate of any such bank meeting the qualifications set
forth above; provided that, if the Administrative Agent shall notify the Borrower and the
Lenders that no qualifying Person has accepted such appointment or if the Administrative Agent has
elected not to appoint such a successor Administrative Agent, then such resignation shall
nonetheless become effective in accordance with such notice on the Resignation Effective Date and
with effect from the Resignation Effective Date (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and (2) except for any indemnity payments or
other amounts then owed to the retiring Administrative Agent, all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made
by or to each Lender, the Several L/C Agent and the Fronting Bank directly, until such time as a
successor Administrative Agent is appointed by the Required Lenders or the Administrative Agent, as
applicable (in each case, with the consent of Borrower, not to be unreasonably withheld), as
provided for above in this Section. Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired) Administrative Agent (other than
any rights to indemnity payments or other amounts owed to the retiring or removed Administrative
Agent as of the Resignation Effective Date), and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder (if not already discharged therefrom as
provided above in this Section). The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.



(b) In the event of any such resignation by Bank of America as Administrative Agent pursuant
to this Section at any time when a Default or Event of Default has occurred and is continuing (or
at such other time with the consent of the Borrower, such consent not to be unreasonably withheld),
Bank of America may resign and be discharged of its duties as an MC Swing Line Lender or USD Swing
Line Lender, as applicable; provided that, Bank of America shall retain, as applicable, (i)
all the rights, powers and privileges of an “MC Swing Line Lender” provided for hereunder with
respect to MC Swing Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make MC Committed Loans or fund risk
participations in outstanding MC Swing Line Loans pursuant to Section 2.07(c) and (ii)
all the rights, powers and privileges of a “USD Swing Line Lender” provided for hereunder with
respect to USD Swing Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make USD Committed Loans or fund risk
participations in outstanding USD Swing Line Loans pursuant to Section 2.08(c).



Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as Several L/C Agent and as the Fronting Bank. If Bank of America
resigns as the Fronting Bank and Several L/C Agent, it shall retain all the rights, powers,
privileges and duties of the Fronting Bank and Several L/C Agent hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as Fronting Bank and
Several L/C Agent and all L/C Obligations with respect thereto, including the right to require the
Lenders to make L/C Advances with respect to Fronted Letters of Credit pursuant to Section
2.09(c). Upon the appointment of a successor Fronting Bank or Several L/C Agent hereunder, (a)
such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring Fronting Bank or Several L/C Agent, as applicable, (b) the retiring Fronting
Bank or Several L/C Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents, and (c) the successor Fronting Bank or Several L/C Agent shall
issue letters of credit in substitution for (or amendments to) the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements satisfactory to the retiring
Fronting Bank or Several L/C Agent, as the case may be, to effectively assume the obligations of
the retiring Fronting Bank or Several L/C Agent, as the case may be with respect to such Letters of
Credit.



8.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender, the Several
L/C Agent and the Fronting Bank acknowledges that it has, independently and without reliance upon
the Administrative Agent, the Several L/C Agent, the Fronting Bank or any other Lender or any of
their Related Parties and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender, the Several
L/C Agent and the Fronting Bank also acknowledges that it will, independently and without reliance
upon the Administrative Agent, the Several L/C Agent, the Fronting Bank or any other Lender or any
of their Related Parties and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document, any related agreement or any document furnished
hereunder or thereunder.



8.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of
the Bookrunners, Arrangers or Co-Syndications Agents listed on the cover page hereof shall have any
powers, duties or responsibilities under this Agreement, except in its capacity, as applicable, as
the Administrative Agent, a Lender, the Fronting Bank or the Several L/C Agent hereunder. Without
limitation of the foregoing, neither the Bookrunners, Arrangers nor the Co-Syndication Agents in
their respective capacities as such shall, by reason of this Agreement or any other Loan Document,
have any fiduciary relationship in respect of any Lender or the Borrower.



8.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any
proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership, or similar
law, or any other judicial proceeding relative to the Borrower, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise:



(a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other obligations hereunder and under the
other Loan Documents that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, the L/C Issuers, the Several L/C Agent,
the Fronting Bank and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers, the Several L/C
Agent, the Fronting Bank and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders and the Administrative Agent under Section 2.09(i) and
(j), Section 2.13 and Section 9.03) allowed in such judicial proceeding;
and



(b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender, each L/C Issuer, the Several
L/C Agent and the Fronting Bank to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments directly to the Lenders,
the L/C Issuers, the Several L/C Agent, and the Fronting Bank, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent
under Section 2.13 and Section 9.03.



Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender, any L/C Issuer, the Several L/C Agent or the
Fronting Bank any plan of reorganization, arrangement, adjustment or composition affecting the
obligations hereunder or the rights of any Lender, any L/C Issuer, the Several L/C Agent, or the
Fronting Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender
any L/C Issuer, the Several L/C Agent, or the Fronting Bank in any such proceeding.



ARTICLE IX

MISCELLANEOUS




9.01 Notices.



(a) Except in the case of notices and other communications expressly permitted to be given by
telephone, which such telephonic notices must be made directly to an individual and shall in no
event be effective merely by leaving a voicemail message (and subject to paragraph (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:




(i) if to the Borrower, the Administrative Agent, the Several L/C Agent or the
Fronting Bank to its address, facsimile number, electronic mail address or telephone
number specified for such Person set forth on Schedule 9.01 (and which
Schedule shall contain a domestic United States address for purposes of notices to
be delivered by the Borrower to the Administrative Agent, the Several L/C Agent or
the Fronting Bank); and




(ii) if to any other Lender or Swing Line Lender, to it at its address,
facsimile number, electronic mail address or telephone number specified in its
Administrative Questionnaire (including, as appropriate, notices delivered solely to
the Person designated by a Lender on its Administrative Questionnaire then in effect
for the delivery of notices that may contain material non-public information
relating to the Borrower, and which Administrative Questionnaire shall contain a
domestic United States address for purposes of notices to be delivered by the
Borrower to such Lender or Swing Line Lender).



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



(b) Notices and other communications to the Lenders, the Fronting Bank and the Several L/C
Agent hereunder may be delivered or furnished by electronic communications (including e mail, FpML
messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices pursuant to Article
II unless otherwise agreed by the Administrative Agent, the Fronting Bank, the Several L/C
Agent and the applicable Lender. The Administrative Agent, the Several L/A Agent, the Fronting
Bank or the Borrower may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications. Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), and (ii) notices or communications posted to an Internet or intranet
website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such notice or communication
is available and identifying the website address therefor; provided that, for both clauses (i) and
(ii), if such notice, email or other communication is not sent during the normal business hours of
the recipient, such notice, email or communication shall be deemed to have been sent at the opening
of business on the next Business Day for the recipient.



(c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE
PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively,
the “Agent Parties”) have any liability to the Borrower, any Lender, the Fronting Bank, the
Several L/C Agent or any other Person for damages arising from the use by others of Borrower
Materials obtained through electronic telecommunication or other transmission systems, other than
for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct
of such Agent Party as determined by a court of competent jurisdiction; provided,
however, that in no event shall any Agent Party have any liability to the Borrower, any
Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages).



(d) Each of the Borrower, the Administrative Agent, each Swing Line Lender, the Fronting Bank
and the Several L/C Agent may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the other parties hereto. Each other Lender may change
its address, telecopier or telephone number for notices and other communications hereunder by
notice to the Borrower, the Administrative Agent, each Swing Line Lender, the Fronting Bank and the
Several L/C Agent. In addition, each Lender agrees to notify the Administrative Agent from time to
time to ensure that the Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each
Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at
all times have selected the “Private Side Information” or similar designation on the content
declaration screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable law, including United
States Federal and state securities laws, to make reference to Borrower Materials that are not made
available through the “Public Side Information” portion of the Platform and that may contain
material non-public information with respect to the Borrower or its securities for purposes of
United States Federal or state securities laws.



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



(b) No amendment or waiver of any provision of this Agreement, and no consent to any departure
by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders (or
the Administrative Agent with the consent of the Required Lenders) and the Borrower, as the case
may be, and each such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no such amendment, waiver or consent
shall:




(i) waive any condition set forth in Section 4.01 (other than
Section 4.01(f)) without the written consent of each Lender;




(ii) without limiting the generality of clause (i) above, waive any condition
set forth in Section 4.02 as to any Borrowing under a particular Facility
without the written consent of the Required USD Lenders or the Required MC Lenders,
as the case may be;




(iii) extend or increase the USD Commitment or MC Commitment of any Lender (or
reinstate any USD Commitment or MC Commitment terminated pursuant to Article VII)
without the written consent of such Lender;




(iv) postpone any date fixed by this Agreement for any payment of principal,
interest or fees due to any Lender hereunder without the written consent of such
Lender;




(v) reduce the principal of, or the rate of interest specified herein on, any
Loan or L/C Advance owed to any Lender or (subject to clause (iii) of the second
proviso to this Section 9.02) any fees owed to any Lender without the
written consent of such Lender; provided, however, that only the
consent of the Required Lenders shall be necessary to amend the definition of
“Default Rate” or to waive any obligation of the Borrower to pay interest at the
Default Rate;




(vi) change Section 2.19(b) or (c) in a manner that would alter
the pro rata sharing of payments required thereby without the written consent of
each Lender; or




(vii) change (x) any provision of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or make
any determination or grant any consent hereunder (other than the definitions
specified in clause (y) of this Section 9.02(b)(vii)), without the written
consent of each Lender or (y) the definition of “Required USD Lenders” or “Required
MC Lenders” without the written consent of each Lender under the applicable
Facility;




(viii) impose any greater restriction on the ability of any Lender under a
Facility to assign any of its rights or obligations hereunder without the written
consent of (i) if such Facility is the USD Credit Facility, the Required USD Lenders
and (ii) if such Facility is the MC Credit Facility, the Required MC Lenders;



and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders required above, affect
the rights or duties of the Administrative Agent under this Agreement; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the respective Swing Line Lender in addition to the
Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Several L/C Agent
and/or the Fronting Bank (as the case may be) in addition to the Lenders required above, affect the
rights or duties of the Several L/C Agent and/or the Fronting Bank under this Agreement or any
Issuer Document relating to any Letter of Credit issued or to be issued by it; and (iv) the Fee
Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by
the respective parties thereto. Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder,
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or
each affected Lender may be effected with the consent of the applicable Lenders other than
Defaulting Lenders), except that (x) the USD Commitment or MC Commitment, as applicable, of such
Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any
waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that
by its terms affects any Defaulting Lender disproportionately adversely relative to other affected
Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the
contrary herein, (x) amendments and other modifications entered into pursuant to Section
2.22 shall only be required to be executed by the Administrative Agent and the Borrower and (y)
additions of Alternative Currencies to the MC Credit Facility shall require the consent of the
parties described in Section 1.06 and (z) Tranche Conversions shall only require the
consent of the parties described in Section 2.10. The Borrower shall promptly deliver a
copy to the Administrative Agent of any amendment, waiver or consent which was not required to be
executed by the Administrative Agent pursuant to this Section.



9.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all
reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the
Arrangers, including the reasonable fees, charges and disbursements of one counsel (selected by the
Administrative Agent) for the Administrative Agent and the Arrangers, in connection with the
syndication of the credit facilities provided for herein, the preparation and administration (in
the case of the Administrative Agent only) of this Agreement or any amendments, modifications or
waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby
shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by an
Applicable Issuing Party in connection with the issuance, amendment, renewal or extension of any
Letter of Credit issued for the Borrower’s account, or any demand for payment thereunder and (iii)
all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the
Fronting Bank, the Several L/C Agent, the L/C Issuers or, during the continuance of any Event of
Default, any Lender (including, without limitation, the reasonable documented fees and
disbursements of one counsel (selected by the Administrative Agent) to the Administrative Agent and
the Lenders, taken as a whole, and in the case of a conflict of interest, one additional counsel to
all such affected Persons similarly situated, taken as a whole (and, if reasonably necessary, of
one local counsel and one applicable regulatory counsel in each relevant jurisdiction to all such
affected Persons, taken as a whole)), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be
executed and delivered by the Borrower in favor of the Administrative Agent or any Lender, in each
case in its capacity as such hereunder.



(b) The Borrower shall indemnify the Administrative Agent, the Arrangers and each Lender, each
L/C Issuer, the Fronting Bank, and the Several L/C Agent, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses
(including the reasonable and documented fees and disbursements of one counsel (selected by the
Administrative Agent) to the Indemnitees, taken as a whole, and in the case of a conflict of
interest, one additional counsel to all affected Indemnitees similarly situated, taken as a whole
(and, if reasonably necessary, of one local counsel and one applicable regulatory counsel in each
relevant jurisdiction to all such Indemnitees, taken as a whole)) incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery
of this Agreement or any documents to be executed and delivered by the Borrower in favor of the
Administrative Agent, the Fronting Bank, the Several L/C Agent, the L/C Issuers or any Lender, in
each case in its capacity as such hereunder, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or, with respect to the
Administrative Agent, the Arrangers and their Related Parties, the execution and delivery of that
certain letter agreement (together with the summary of terms attached thereto) dated as of February
6, 2015 among the Borrower, the Administrative Agent, the Arrangers and certain of their Related
Parties, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any
refusal by the Applicable Issuing Party or any applicable L/C Issuer to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), or, with respect to the Administrative Agent (and
any sub-agent thereof) and its Related Parties only, the administration of this Agreement or (iii)
any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses (w) is found in a judgment to have resulted from the gross negligence, bad faith or
willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a
court of competent jurisdiction, (x) relate to Taxes, which shall be governed solely by Section
2.18 or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad
faith of such Indemnitee’s obligations hereunder, if the Borrower has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction or (z) result from a dispute solely among Indemnitees (not arising as a result of any
act or omission by the Borrower or any of its Subsidiaries) other than claims against any of the
Administrative Agent, Arrangers, Fronting Bank, Several L/C Agent, L/C Issuers or Lenders in its
capacity or in fulfilling its role as the Administrative Agent, an Arranger, Swing Line Lender,
Fronting Bank, Several L/C Agent, L/C Issuer, respectively, or any similar role hereunder. In the
case of an investigation, litigation or proceeding to which the indemnity in this Section
9.03(b) applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by the Borrower or any other person or whether or not an
Indemnitee is otherwise a party thereto. Notwithstanding any other provision of this Agreement, no
Indemnitee shall be liable for any damages arising from the use by others of information or other
materials obtained through electronic telecommunications or other information transmission systems,
other than for direct or actual damages resulting from the gross negligence, bad faith or willful
misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of
competent jurisdiction.



(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent, the Fronting Bank, the Several L/C Agent or any Related Party of the forgoing
(and without limiting the Borrower’s obligations to do so) under paragraph (a) or (b) of this
Section 9.03, each Lender severally agrees to pay to the Administrative Agent, the Fronting
Bank, the Several L/C Agent, or such Related Party, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought) of such amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Fronting Bank or the Several L/C Agent in connection with
such capacity. The obligations of the Lenders under this subsection (c) are several and not
joint.



(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, and no Indemnitee shall assert, and by accepting the
benefits of the Agreement waives, any claim against the Borrower or its Subsidiaries (except to the
extent of the Borrower’s indemnity obligations provided above with respect to third party (which
shall not, in any event, include any Indemnitee) claims), in each case, on any theory of liability,
for lost profits or special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any
Loan or Letter of Credit or the use of the proceeds thereof.



(e) All amounts due under this Section 9.03 shall be payable promptly after written
demand therefor.



(f) The agreements in this Section shall survive the resignation of the Administrative Agent,
the Fronting Bank and the Several L/C Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.



9.04 Successors and Assigns.



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



(b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its USD Commitment or MC Commitment and the Loans (including for purposes of this
subsection (b), participations in Swing Line Loans) at the time owing to it, and direct obligations
under and L/C Advances or participations in L/C Obligations at the time owing to it);
provided that any such assignment shall be subject to the following conditions:




(i) Minimum Amounts.




in the case of an assignment of the entire remaining amount of the
assigning Lender’s USD Commitment under the USD Credit Facility, MC
Commitment under the MC Credit Facility or the Loans at the time owing to it
under any Facility or in the case of an assignment to a Lender or an
affiliate of a Lender, no minimum amount need be assigned; and




in any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the USD Commitment (which for this purpose includes USD
Committed Loans outstanding thereunder), MC Commitment (which for this
purpose includes MC Loans outstanding thereunder) or if the USD Commitment
or MC Commitment, as applicable, is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each
such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or,
if “Trade Date” is specified in the Assignment and Assumption, as of the
Trade Date, shall not be less than $25,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents.




(ii) Proportionate Amounts. Each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the USD Commitment or
MC Commitment, as applicable, assigned, except that this clause (ii) shall not (A)
apply to rights in respect of any Swing Line Lender’s rights and obligations in
respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a
portion of its rights and obligations among separate Facilities on a non-pro rata
basis.




(iii) Required Consents. No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this Section
and, except that:




the consent of the Borrower (such consent not to be unreasonably
withheld, conditioned or delayed) shall be required unless (1) an Event of
Default described in clauses (a), (b), (h), or (i) of Article VII
has occurred and is continuing at the time of such assignment or (2) such
assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
provided that the Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the
Administrative Agent within ten (10) Business Days after the Borrower’s
receipt of written notice of the request for its consent;




the consent of the Administrative Agent (such consent not to be
unreasonably withheld, conditioned or delayed) shall be required if (x) such
assignment in respect of the USD Credit Facility is to be a Person that is
not a Lender with a USD Commitment, an Affiliate of such Lender or an
Approved Fund with respect to such Lender or (y) such assignment in respect
of the MC Credit Facility is to be a Person that is not a Lender with an MC
Commitment, an Affiliate of such Lender or an Approved Fund with respect to
such Lender;




the consent of each of the Fronting Bank and the Several L/C Agent
(such consent not to be unreasonably withheld, conditioned or delayed) shall
be required for any assignment in respect of the MC Credit Facility;




the consent of each MC Swing Line Lender (such consent not to be
unreasonably withheld, conditioned or delayed) shall be required for any
assignment in respect of the MC Credit Facility;




the consent of each USD Swing Line Lender (such consent not to be
unreasonably withheld, conditioned or delayed) shall be required for any
assignment in respect of the USD Credit Facility.




(iv) Assignment and Assumption. The parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500 payable by
the Assignor or the Assignee; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. The assignee, if it is not a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire, and
unless otherwise agreed between the assigning Lender and such Assignee, if any
Several Letters of Credit are outstanding, all such outstanding Letters of Credit
are either amended or replaced to give effect to such assignment on the applicable
Trade Date.




(v) No Assignment to Borrower. No such assignment shall be made to the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.




(vi) No Assignment to Natural Persons. No such assignment shall be
made to a natural Person or a holding company, investment vehicle or trust for, or
owned and operated for the primary benefit of a natural Person.




(vii) No Assignment to Defaulting Lenders. No such assignment shall be
made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon
becoming a Lender hereunder, would constitute any of the foregoing Persons described
in this clause.




(viii) No Assignment to Non-Lenders. No such assignment of any Loan
shall be made to any Person unless such Person (other than a natural Person) is
engaged in making loans and similar extensions of credit in the ordinary course of
its business. In no event shall the Administrative Agent be obligated to ascertain,
monitor or inquire as to whether any Person meets the criteria described in this
clause.




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



Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c)
of this Section, from and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 2.16, 2.17, 2.18, and 9.03
with respect to facts and circumstances occurring prior to the effective date of such assignment;
provided, that except to the extent otherwise expressly agreed by the affected parties, no
assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party
hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower
(at its expense) shall execute and deliver a promissory note in the applicable form attached hereto
to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this subsection 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
subsection (d) of this Section.



(c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrower (and such agency being solely for tax purposes), shall maintain at its office a copy
of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form)
and a register for the recordation of the names and addresses of the Lenders, and the USD
Commitment of, the MC Commitment of, and principal amounts (and stated interest) 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, absent manifest error, and the Borrower, the
Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as the owner of its interest hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection
by the Borrower, the Several L/C Agent, the Fronting Bank and any Lender, at any reasonable time
and from time to time upon reasonable prior notice. Upon its receipt of a duly completed
Assignment and Assumption executed by an assigning Lender and the assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder),
the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and
any written consent to such assignment required by paragraph (b) of this Section 9.04, the
Administrative Agent shall accept such Assignment and Assumption and record the information
contained therein in the Register. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register.



(d) Participations. Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person (other than a natural
Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s
Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its USD Commitment,
MC Commitment and/or the Loans owing to it (including such Lender’s participations in Swing Line
Loans), or L/C Obligations and/or L/C Advances owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and (iii)
the Borrower, the Administrative Agent, the Several L/C Agent, the Fronting Bank and the Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible
for the indemnity under Section 9.03(c) without regard to the existence of any
participation.



Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 9.02(b)(i) through (vii) that affects such Participant. Subject to subsection (e)
of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.16, 2.17 and 2.18 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to subsection (b) of this Section. Subject to
subsection (e) of this Section, to the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.08 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.19 as though it were a Lender.



Each Lender that sells a participation shall, acting solely as a non-fiduciary agent (solely for
tax purposes) of the Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in the
Loans or other obligations under this Agreement (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the
Participant Register to any Person (including the identity of any Participant or any information
relating to a Participant’s interest in any commitments, loans, letters of credit or its other
obligations under this Agreement) except to the extent that such disclosure is necessary to
establish that such commitment, loan or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register
shall be conclusive absent manifest error, and a Lender shall treat each person whose name is
recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the
Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for
maintaining a Participant Register.



(e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 2.16 or 2.18 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 2.18 unless the Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.18 as though it were a Lender. Each Participant shall be entitled to the
benefits of Sections 2.16, 2.17, 2.18 and 9.08 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to Section
9.04(b), but only after the Participant’s participation is entered, at the Participant’s
request, in the Register as if the Participant were an assignee, it being understood that the
participation shall not be entered in the Register until such time as the Participant wishes to be
entitled to the benefits of Sections 2.16, 2.17, 2.18 or 9.08.



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



(g) Assignments by Swing Line Lenders.




(i) Notwithstanding anything to the contrary contained herein and without
limiting any MC Swing Line Lender’s right to assign its MC Commitment and MC Loans
or its commitment to make MC Swing Line Loans at any time, in the event of any
assignment by an MC Swing Line Lender of all of its MC Commitment and MC Loans at a
time when an Event of Default described in clauses (a), (b), (h) or (i) of
Article VII has occurred and is continuing (or at such other time with the
consent of the Borrower, such consent not to be unreasonably withheld) such MC Swing
Line Lender may resign as an MC Swing Line Lender; provided that, in the
case of any such resignation, (x) such MC Swing Line Lender shall retain all the
rights, powers and privileges of a “MC Swing Line Lender” provided for hereunder
with respect to MC Swing Line Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make MC
Committed Loans or fund risk participations in outstanding MC Swing Line Loans
pursuant to Section 2.07(c) and (y) the Borrower shall be entitled to
appoint from among the Lenders (which such Lenders may accept such appointment in
their sole discretion) a successor MC Swing Line Lender hereunder, provided,
however, that no failure by the Borrower to appoint any such successor shall
affect such resignation of such MC Swing Line Lender. In the event of any
assignment by any MC Swing Line Lender of its MC Commitment and MC Loans where the
assignee party has not assumed such MC Swing Line Lender’s commitment to make MC
Swing Line Loans, such MC Swing Line Lender shall retain all of the rights powers
and privileges of a “MC Swing Line Lender” hereunder, including the right to require
the Lenders to make MC Committed Loans or fund risk participations in outstanding MC
Swing Line Loans pursuant to Section 2.07(c), and, until any resignation as
an MC Swing Line Lender as permitted herein, shall retain all of the obligations of
a “MC Swing Line Lender” hereunder.




(ii) Notwithstanding anything to the contrary contained herein and without
limiting any USD Swing Line Lender’s right to assign its USD Commitment and USD
Loans or its commitment to make USD Swing Line Loans at any time, in the event of
any assignment by a USD Swing Line Lender of all of its USD Commitment and USD Loans
at a time when an Event of Default described in clauses (a), (b), (h) or (i) of
Article VII has occurred and is continuing (or at such other time with the
consent of the Borrower, such consent not to be unreasonably withheld) such USD
Swing Line Lender may resign as a USD Swing Line Lender; provided that, in
the case of any such resignation, (x) such USD Swing Line Lender shall retain all
the rights, powers and privileges of a “USD Swing Line Lender” provided for
hereunder with respect to USD Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders to
make USD Committed Loans or fund risk participations in outstanding USD Swing Line
Loans pursuant to Section 2.08(c) and (y) the Borrower shall be entitled to
appoint from among the Lenders (which such Lenders may accept such appointment in
their sole discretion) a successor USD Swing Line Lender hereunder,
provided, however, that no failure by the Borrower to appoint any
such successor shall affect such resignation of such USD Swing Line Lender. In the
event of any assignment by any USD Swing Line Lender of its USD Commitment and USD
Loans where the assignee party has not assumed such USD Swing Line Lender’s
commitment to make USD Swing Line Loans, such USD Swing Line Lender shall retain all
of the rights powers and privileges of a “USD Swing Line Lender” hereunder,
including the right to require the Lenders to make USD Committed Loans or fund risk
participations in outstanding USD Swing Line Loans pursuant to Section
2.08(c), and, until any resignation as a USD Swing Line Lender as permitted
herein, shall retain all of the obligations of a “USD Swing Line Lender” hereunder.



(h) Resignation as Several L/C Agent or Fronting Bank After Assignment or Request.
Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns
all of its MC Commitment and MC Loans pursuant to subsection (b) above, Bank of America
may, upon 30 days’ notice to the Borrower and the Lenders, resign as Several L/C Agent and/or
Fronting Bank. In the event of any such resignation as Several L/C Agent and/or Fronting Bank, the
Borrower shall be entitled to appoint from among the Lenders a successor Several L/C Agent and/or
Fronting Bank hereunder. If Bank of America resigns as Fronting Bank and Several L/C Agent, it
shall retain all the rights, powers, privileges and duties of the Fronting Bank and Several L/C
Agent hereunder with respect to all Letters of Credit outstanding as of the effective date of its
resignation as Fronting Bank and Several L/C Agent and all L/C Obligations with respect thereto
(including the right to require the Lenders to make L/C Advances pursuant to Section
2.09(c)). Upon the appointment of a successor Fronting Bank and Several L/C Agent, (a) such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring Fronting Bank and Several L/C Agent, and (b) the successor Fronting Bank and
Several L/C Agent shall issue letters of credit in substitution for (or amendments of) the Letters
of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of America with
respect to such Letters of Credit



9.05 Survival. All covenants, agreements, representations and warranties made by the
Borrower herein and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Fronting Bank, the Several L/C Agent, any L/C Issuer or any
Lender may have had notice or knowledge of any Default or Event of Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any other
Obligation or any fee or any other amount payable under this Agreement is outstanding and unpaid or
any Letter of Credit shall remain outstanding and so long as the Aggregate Commitments have not
expired or terminated. The provisions of Sections 2.16, 2.17, 2.18 and
9.03 and Article VIII shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of the Loans, and the
Aggregate Commitments or the termination of this Agreement or any provision hereof.



9.06 Counterparts: Integration: Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging
means shall be effective as delivery of a manually executed counterpart of this Agreement.



9.07 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or enforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Without
limiting the foregoing provisions of this Section 9.07, if and to the extent that the
enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited
by bankruptcy or insolvency laws, as determined in good faith by the Administrative Agent, the
Fronting Bank and the Swing Line Lenders and the Borrower, then such provisions shall be deemed to
be in effect only to the extent not so limited.



9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing,
each Lender, the Administrative Agent, the Fronting Bank, the Several L/C Agent and each L/C Issuer
is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Lender, the Administrative Agent,
the Fronting Bank, the Several L/C Agent or such L/C Issuer, respectively, to or for the credit or
the account of the Borrower (other than customer deposits, security deposits and other moneys,
instruments and accounts held by the Borrower in trust for or for the benefit of others) against
any of and all the obligations of the Borrower now or hereafter existing under this Agreement or
any other Loan Document held by such Lender, the Fronting Bank, the Several L/C Agent or such L/C
Issuer, irrespective of whether or not such Lender, the Fronting Bank, the Several L/C Agent or
such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and
although such obligations may be contingent or unmatured; provided, that in the event that
any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be
paid over immediately to the Administrative Agent for further application in accordance with the
provisions of Section 2.24 and, pending such payment, shall be segregated by such
Defaulting Lender from its other funds and deemed held in trust for the benefit of the
Administrative Agent, the Fronting Bank, the Several L/C Agent, the L/C Issuers and the Lenders,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the obligations hereunder or under any other Loan Document owing to
such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender,
the Fronting Bank, the Several L/C Agent and each L/C Issuer under this Section 9.08 are in
addition to other rights and remedies (including other rights of setoff) which such Lender, the
Fronting Bank, the Several L/C Agent and each L/C Issuer may have.



9.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.



(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in
New York County and of the United States District Court of the Southern District of New York, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.



(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section 9.09. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.



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



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



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



9.12 Confidentiality. Each of the Administrative Agent, the Fronting Bank, the
Several L/C Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its Related Parties
who have a need to know such information (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential on terms substantially similar to this Section), (b) to the
extent required or demanded by any Governmental Authority, regulatory authority, self-regulatory
authority or representative thereof, in each case purporting to have jurisdiction over the
Administrative Agent, the Fronting Bank, the Several L/C Agent, such L/C Issuer or such Lender, so
long as reasonable efforts are made that such information is accorded confidential treatment or
required by applicable laws or regulations or by any subpoena or similar legal process, or to the
extent reasonably required in connection with any litigation relating to this Agreement or any Loan
Document to which the Administrative Agent, the Fronting Bank, the Several L/C Agent, any L/C
Issuer or any Lender is a party, or for purposes of establishing a “due diligence” defense, (c) to
any other party to this Agreement, (d) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder,
(e) subject to an agreement containing provisions substantially the same as those of this
Section 9.12, to (A) any Lender who is an assignee of or Participant in, or any prospective
Lender of or Participant in, any of its rights or obligations under this Agreement or (B) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to the Borrower and its obligations, provided that in the case of any prospective swap or
derivative transaction to be entered into by the Borrower or any Subsidiary, such swap or
derivative transaction is initiated by the Borrower, (f) with the consent of the Borrower, (g) to
the extent such Information (i) becomes publicly available other than as a result of a breach of
this Section 9.12 or (ii) becomes available to the Administrative Agent, the Fronting Bank,
the Several L/C Agent, any L/C Issuer or any Lender on a nonconfidential basis from a source other
than the Borrower or its Subsidiaries, (h) to the extent such Information was available to the
Administrative Agent, the Fronting Bank, the Several L/C Agent, such L/C Issuer or such Lender on a
non-confidential basis prior to its disclosure by or on the Borrower or any Subsidiary’s behalf
hereunder, or subsequently becomes available to such Person on a non-confidential basis from a
person other than the Borrower or any Subsidiary or a third party on the Borrower or any
Subsidiary’s behalf who is not known by such Person to be bound by a confidentiality agreement with
the Borrower or any Subsidiary with respect to such Information or (i) on a confidential basis to
the CUSIP Service Bureau or any similar agency as necessary in connection with the issuance and
monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities
provided hereunder. For the purposes of this Section 9.12, “Information” means all
information received from the Borrower relating to the Borrower or its business, other than any
such information that is available to the Administrative Agent, the Fronting Bank, or any Lender
from a public source prior to disclosure by the Borrower.



9.13 USA PATRIOT Act. 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)), such Lender may be 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 said Act and the Borrower
agrees to provide such information promptly upon the reasonable request of each Lender.



9.14 No Advisory or Fiduciary Responsibility. In connection with this Agreement or
any promissory note delivered hereunder (including in connection with any amendment, waiver or
other modification hereof), the Borrower acknowledges and agrees, and acknowledges its
subsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this
Agreement provided by the Administrative Agent, the Fronting Bank, the Several L/C Agent, the
Lenders, the L/C Issuers and the Arrangers are arm’s-length commercial transactions between the
Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Fronting Bank, the
Several L/C Agent, the Lenders, the L/C Issuers and the Arrangers, on the other hand, (B) the
Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby; (ii) (A) the Administrative
Agent, the Fronting Bank, the Several L/C Agent, the Lenders, the L/C Issuers and the Arrangers
each is and has been acting solely as a principal and, except as expressly agreed in writing by the
relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary
for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative
Agent, the Fronting Bank, the Several L/C Agent, any L/C Issuer, any Lender nor any Arranger has
any obligation to the Borrower or any of its Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein; and (iii) the
Administrative Agent, the Fronting Bank, the Several L/C Agent, the L/C Issuers, the Lenders and
the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrower and its Affiliates, and neither the
Administrative Agent, the Fronting Bank, the Several L/C Agent, any L/C Issuer, any Lender nor any
Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates.
To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it
may have against the Administrative Agent, the Fronting Bank, the Several L/C Agent, any L/C
Issuer, any Lender or any Arranger with respect to any breach or alleged breach of agency or
fiduciary duty (except for any agency or fiduciary duty obligations expressly agreed in writing by
the relevant parties) in connection with this Agreement or any other Loan Document.



9.15 Judgment Currency. If, for the purposes of obtaining judgment in any court, it
is necessary to convert a sum due hereunder in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of the Borrower in respect of any
such sum due from it to the Administrative Agent or any Lender hereunder shall, notwithstanding any
judgment in a currency (the “Judgment Currency”) other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the
Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance
with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the
amount of the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the
Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent
or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees
to return the amount of any excess to the Borrower (or to any other Person who may be entitled
thereto under applicable law).



9.16 Electronic Execution of Assignments and Certain Other Documents. The words
“delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan
Document or any other document executed in connection herewith shall be deemed to include
electronic signatures, the electronic matching of assignment terms and contract formations on
electronic platforms approved by the Administrative Agent, or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable Law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act;
provided that notwithstanding anything contained herein to the contrary neither the Administrative
Agent, the Several L/C Agent, the Fronting Bank, any L/C Issuer nor any Lender is under any
obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by the Administrative Agent, the Several L/C Agent, the Fronting Bank, such L/C Issuer or
such Lender pursuant to procedures approved by it and provided further without limiting the
foregoing, upon the request of any party, any electronic signature shall be promptly followed by
such manually executed counterpart.



[Remainder of page left blank intentionally; signature pages follow.]




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the date first above written.




BORROWER:




CME GROUP INC.




By:/s/ James A. Pribel

Name: James A. Pribel

Title: Executive Director and Treasurer




4




ADMINISTRATIVE AGENT:




BANK OF AMERICA, N.A., as Administrative Agent and




Several L/C Agent




By: Liliana Claar

Name: Liliana Claar

Title: Vice President




5




LENDERS:




BANK OF AMERICA, N.A., as the Fronting Bank, an MC
Swing Line Lender and a Lender




By: Maryanne Fitzmaurice

Name: Maryanne Fitzmaurice

Title: Director




6




BANK OF CHINA, NEW YORK BRANCH, as an MC Swing Line




Lender, an L/C Lender and a Lender




By: /s/ Shihui Wang

Name: Shihui Wang

Title: Executive Vice President 




7




BARCLAYS BANK PLC, as an MC Swing Line Lender, an L/C




Lender and a Lender




By: /s Marguerite Sutton

Name: Marguerite Sutton

Title: Vice President




8




BMO HARRIS BANK N.A., as an MC Swing Line Lender, an




L/C Issuer and a Lender




By: /s/ Adam Tarr

Name: Adam Tarr

Title: Vice President




9




CITIBANK, N.A., as an MC Swing Line Lender, an L/C




Issuer and a Lender




By: /s/ Susan Olsen

Name: Susan Olsen

Title: Vice President




10




CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an MC
Swing Line Lender, an L/C Issuer and a Lender




By:/s/ Doreen Barr

Name: Doreen Barr

Title: Authorized Signatory





By: /s/ Remy Riester

Name: Remy Riester

Title: Authorized Signatory




11




LLOYDS BANK PLC, as an MC Swing Line Lender, an L/C




Lender and a Lender




By: /s/ Stephen Giacolone

Name: Stephen Giacolone

Title: Assistant Vice President





By: /s/ Daven Popat

Name: Daven Popat

Title: Senior Vice President




12




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an MC




Swing Line Lender, an L/C Lender and a Lender




By: /s/ Glenn Schuermann

Name: Glenn Schuermann

Title: Director 




13




WELLS FARGO BANK, NATIONAL ASSOCIATION, as an MC




Swing Line Lender, an L/C Lender and a Lender




By: /s/ Tracy Moosbrugger

Name: Tracy Moosbrugger

Title: Managing Director 




14




DEUTSCHE BANK AG NEW YORK BRANCH, as an L/C Issuer




and a Lender




By: /s/ Virginia Cosenza

Name: Virginia Cosenza

Title: Vice President





By: /s/ John S. McGill

Name: John S. McGill

Title: Director 




15




GOLDMAN SACHS BANK USA, as an L/C Lender and a Lender




By: /s/ Rebecca Kratz

Name: Rebecca Kratz

Title: Authorized Signatory




16




JPMORGAN CHASE BANK, N.A., an L/C Lender and a Lender




By: /s/ Evelyn Crisci

Name: Evelyn Crisci

Title: Vice President




17




THE NORTHERN TRUST COMPANY, an L/C Issuer and a
Lender




By: /s/ Brittany Mondane

Name: Brittany Mondane

Title: Second Vice President 




18




U.S. BANK NATIONAL ASSOCIATION, as a Lender




By: /s/ Charles Howes

Name: Charles Howes

Title: Vice President




19




BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH, as




a Lender




By:/s/ Shelley He

Name: Shelley He

Title: Deputy General Manager




20




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




By: /s/ Michael King

Name: Michael King

Title: Authorized Signatory




21




THE CHINA BANK, LTD., NEW YORK BRANCH, as a Lender




By: /s/ Nobukazu Odaka

Name: Nobukazu Odaka

Title: General Manager





22