EX-10.1






EXECUTION COPY




EXHIBIT 10.1




      



CREDIT AGREEMENT




among




STARWOOD HOTELS & RESORTS WORLDWIDE, INC.,

CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN BORROWERS,

CERTAIN ADDITIONAL ALTERNATE CURRENCY REVOLVING LOAN BORROWERS,

VARIOUS LENDERS,

DEUTSCHE BANK AG NEW YORK BRANCH,

as ADMINISTRATIVE AGENT,

JPMORGAN CHASE BANK, N.A.,

as SYNDICATION AGENT,




and




DEUTSCHE BANK SECURITIES INC., J.P. MORGAN SECURITIES INC.

and BANC OF AMERICA SECURITIES LLC,

as LEAD ARRANGERS and BOOK RUNNING MANAGERS




__________________________________




Dated as of April 20, 2010

__________________________________




      



BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA, CITICORP, THE ROYAL BANK OF SCOTLAND, CREDIT

AGRICOLE CORPORATE AND INVESTMENT BANK and HSBC BANK USA, N.A.,

as CO-DOCUMENTATION AGENTS




______________________________________________________________________________

TABLE OF CONTENTS




Page




	 	 	 
	SECTION 1.

1.01

1.02

1.03

1.04

1.05

1.06

1.07

1.08

1.09

1.10

1.11

1.12

1.13

1.14

1.15

1.16
	 	AMOUNT AND TERMS OF CREDIT

The Commitments

Minimum Amount of Each Borrowing

Notice of Borrowing

Competitive Bid Borrowings

Disbursement of Funds

Notes

Conversions

Pro Rata Borrowings

Interest

Interest Periods

Increased Costs, Illegality, etc.

Compensation

Lending Offices; Changes Thereto

Replacement of Lenders

Bankers’ Acceptance Provisions

European Monetary Union








	 	1.17	 	Special Provisions Regarding RL Lenders, Alternate Currency Revolving
Loans and Alternate Currency Letters of Credit	 






	 	1.18	 	Special Provisions Applicable to the Total Canadian Dollar Revolving
Loan Sub-Commitment	 





	 	 	 
	1.19

SECTION 2.

2.01

2.02

2.03

2.04

2.05

2.06

SECTION 3.

3.01
	 	Incremental Revolving Loan Commitments

LETTERS OF CREDIT

Letters of Credit

Maximum Letter of Credit Outstandings; Final Maturities; etc.

Letter of Credit Requests; Notices of Issuance

Letter of Credit Participations

Agreement to Repay Letter of Credit Drawings

Increased Costs

FEES; REDUCTIONS OF COMMITMENT

Fees








	 	3.02	 	Voluntary Termination or Reduction of Total Unutilized Revolving Loan
Commitment	 





	 	 	 
	3.03

SECTION 4.

4.01

4.02

4.03

4.04

SECTION 5.

5.01

5.02

5.03

5.04

5.05

5.06

5.07

5.08

5.09

SECTION 6.

6.01

6.02

6.03

6.04

SECTION 7.

7.01

7.02
	 	Mandatory Reduction of Commitments

PREPAYMENTS; PAYMENTS; TAXES

Voluntary Prepayments

Mandatory Repayments and Commitment Reductions

Method and Place of Payment

Net Payments

CONDITIONS PRECEDENT TO INITIAL CREDIT EVENTS

Execution of Agreement; Notes

Opinions of Counsel

Corporate Documents; Proceedings; etc.

Fees, etc.

Refinancing; etc.

Outstanding Indebtedness and Preferred Stock

Adverse Change, etc.

Litigation

Projections; Solvency Certificate

CONDITIONS PRECEDENT TO ALL CREDIT EVENTS

No Default; Representations and Warranties

Notice of Borrowing; Competitive Bid Loans; Letter of Credit Request

Election to Become an Alternate Currency Revolving Loan Borrower

Election to Become a Dollar Revolving Loan Borrower

REPRESENTATIONS, WARRANTIES AND AGREEMENTS

Existence; Compliance with Law

Power; Authorization; Enforceable Obligations








	 	7.03	 	Financial Statements; Financial Condition; Undisclosed Liabilities;
Projections; etc.	 





	 	 	 
	7.04

7.05

7.06

7.07

7.08

7.09

7.10

7.11

7.12

7.13

SECTION 8.

8.01

8.02

8.03

8.04

8.05

8.06

8.07

8.08

8.09

SECTION 9.

9.01

9.02

9.03

9.04

9.05

9.06

9.07

SECTION 10.

10.01

10.02

10.03

10.04

10.05

10.06

10.07

10.08

10.09

SECTION 11.

11.01

SECTION 12.

12.01

12.02

12.03

12.04

12.05

12.06

12.07

12.08

12.09

SECTION 13.

13.01

13.02

13.03

13.04

13.05

13.06

13.07
	 	Litigation

True and Complete Disclosure

Use of Proceeds

Taxes

Compliance with ERISA

Property

Investment Company Act

Environmental Matters

Intellectual Property, Licenses, Franchises and Formulas

Scheduled Existing Indebtedness, etc.

AFFIRMATIVE COVENANTS

Information Covenants

Books, Records and Inspections

Maintenance of Insurance

Corporate Franchises

Compliance with Statutes, etc.

ERISA

End of Fiscal Years; Fiscal Quarters

Maintenance of Properties

Payment of Taxes

NEGATIVE COVENANTS

Liens

Consolidation, Merger, Sale of Assets, Lease Obligations, etc.

Restricted Payments

Consolidated Interest Coverage Ratio

Maximum Consolidated Leverage Ratio

Business

Transaction with Affiliates.

EVENTS OF DEFAULT

Payments

Representations, etc.

Covenants

Default Under Other Agreements

Bankruptcy, etc.

ERISA

Guaranties

Judgments

Change of Control

DEFINITIONS AND ACCOUNTING TERMS

Defined Terms

THE AGENTS

Appointment

Nature of Duties

Lack of Reliance on the Agents

Certain Rights of the Agents

Reliance

Indemnification

Each Agent in its Individual Capacity

Holders

Resignation by, or Removal of, the Agents

MISCELLANEOUS

Payment of Expenses, etc.

Right of Setoff

Notices

Benefit of Agreement; Assignments; Participations

No Waiver; Remedies Cumulative

Payments Pro Rata

Calculations; Computations








	 	13.08	 	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	 





	 	 	 
	13.09

13.10

13.11

13.12

13.13

13.14

13.15

13.16

13.17

13.18

13.19.

13.20.

SECTION 14.

14.01

14.02

14.03

14.04

14.05

14.06

14.07

14.08

14.09

14.10

14.11

SECTION 15.

15.01

15.02
	 	Counterparts

Effectiveness

Headings Descriptive

Amendment or Waiver; etc.

Survival

Domicile of Loans

Register

Judgment Currency

Confidentiality

Patriot Act

Interest Rate Limitation

No Fiduciary Duty

BORROWER GUARANTY

The Guaranty

Bankruptcy

Nature of Liability

Independent Obligation

Authorization

Reliance

Subordination

Waiver

Payments

Consent to Additional Obligations

Fraudulent Conveyance Limitation

SPECIAL PROVISIONS REGARDING ENFORCEMENT UNDER THE LAWS OF SPAIN

Administrative Agent Accounting

Individual Account of Each Spanish Alternate Currency RL Lender








	 	15.03	 	Determination of Balance Due in the Event of Enforcement Before the
Spanish Courts	 





	 	 	 
	15.04Enforcement Before the Spanish Courts
	15.05Public Deed
	 	


	SCHEDULE I-A

SCHEDULE I-B

SCHEDULE II

SCHEDULE III

SCHEDULE IV

SCHEDULE V

SCHEDULE 1.15(b)

SCHEDULE 2.01(c)

SCHEDULE 5.06

SCHEDULE 7.13

SCHEDULE 9.01
	 	Commitments

Alternate Currency Revolving Loan Sub-Commitments

Lender Addresses and Applicable Lending Offices

Certain Provisions Relating to Bankers’ Acceptances

Calculation of the Mandatory Costs

Enforceability Reservations

Existing Bankers’ Acceptances

Existing Letters of Credit

Subsidiary Preferred Stock

Scheduled Existing Indebtedness

Existing Liens

	EXHIBIT A

EXHIBIT B

EXHIBIT C-1

EXHIBIT C-2

EXHIBIT C-3

EXHIBIT C-4

EXHIBIT C-5

EXHIBIT C-6

EXHIBIT C-7

EXHIBIT C-8

EXHIBIT C-9

EXHIBIT C-10

EXHIBIT C-11

EXHIBIT D

EXHIBIT E

EXHIBIT F-1

EXHIBIT F-2

EXHIBIT G

EXHIBIT H-1

EXHIBIT H-2

EXHIBIT I

EXHIBIT J
	 	Notice of Borrowing

Notice of Competitive Bid Borrowing

Dollar Revolving Note

Canadian Dollar Revolving Note

Sterling Revolving Note

Euro I Revolving Note

Euro II Revolving Note

Euro III Revolving Note

Australian Dollar Revolving Note

Yen Revolving Note

Other Permitted LIBOR-Based Alternate Currency

Revolving Note

Mexican Pesos Revolving Note

Swingline Note

Letter of Credit Request

Section 4.04(b)(ii) Certificate

Opinion of Weil, Gotshal & Manges LLP, special

counsel to the Credit Parties

Opinion of Venable LLP, special Maryland counsel to

the Corporation

Officers’ Certificate

Election to Become an Alternate Currency Revolving

Loan Borrower

Election to Become a Dollar Revolving Loan Borrower

Assignment and Assumption Agreement

Incremental Revolving Loan Commitment Agreement







CREDIT AGREEMENT, dated as of April 20, 2010, among STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., a Maryland corporation (the “Corporation”), each additional Dollar
Revolving Loan Borrower from time to time party hereto, each additional Alternate Currency
Revolving Loan Borrower from time to time party hereto, the Lenders party hereto from time to time,
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the
“Administrative Agent”), JPMORGAN CHASE BANK, N.A, as Syndication Agent (in such capacity,
the “Syndication Agent”), and DEUTSCHE BANK SECURITIES INC., J.P. MORGAN SECURITIES INC.
and BANC OF AMERICA SECURITIES LLC, as Lead Arrangers and Book Running Managers (all capitalized
terms used herein and defined in Section 11 are used herein as therein defined).



W I T N E S S E T H:




WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders are
willing to make available to the Borrowers the respective credit facilities provided for herein;



	 	 	 
	NOW, THEREFORE, IT IS AGREED:

	SECTION 1.

	 	Amount and Terms of Credit.
	
 
	 	 






1.01 The Commitments. (a) Subject to and upon the terms and conditions set forth
herein (including, on and after the initial Incremental Revolving Loan Commitment Date, in Section
1.19), (x) each RL Lender severally agrees, at any time and from time to time during the Revolving
Credit Period, to make a revolving loan or revolving loans in Dollars to the respective Dollar
Revolving Loan Borrower requesting the same (each, a “Dollar Revolving Loan” and,
collectively, the “Dollar Revolving Loans”) and (y) each Alternate Currency RL Lender with
an Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency
Revolving Loan Sub-Tranche severally agrees, at any time and from time to time during the Revolving
Credit Period, to make a revolving loan or revolving loans to the respective Alternate Currency
Revolving Loan Borrower under such Alternate Currency Revolving Loan Sub-Tranche in the respective
Available Currency elected by such Alternate Currency Revolving Loan Borrower (each, an
“Alternate Currency Revolving Loan” and, collectively, the “Alternate Currency
Revolving Loans”) (with the revolving loans made to the various Borrowers pursuant to this
Section 1.01(a) being herein called a “Revolving Loan” and, collectively, the
“Revolving Loans”), which Revolving Loans:




(i) shall, in the case of Dollar Revolving Loans, at the option of the respective
Dollar Revolving Loan Borrower, be incurred and maintained as, and/or converted into, Base
Rate Loans or Eurodollar Loans, provided that except as otherwise specifically
provided herein, all Dollar Revolving Loans comprising the same Borrowing shall be of the
same Type;




(ii) shall, in the case of Alternate Currency Revolving Loans, be made and maintained
in the respective Available Currency elected by the respective Alternate Currency Revolving
Loan Borrower, provided that all Canadian Dollar Revolving Loans shall, at the
option of the respective Alternate Currency Revolving Loan Borrower, be made by each
Alternate Currency RL Lender with a Canadian Dollar Revolving Loan Sub-Commitment either by
means of (x) Canadian Prime Rate Loans in Canadian Dollars or (y) the creation and discount
of Bankers’ Acceptances in Canadian Dollars on the terms and conditions provided for herein
and in Schedule III hereto (the terms and conditions of which shall be deemed incorporated
by reference into this Agreement);




(iii) may be repaid and reborrowed in accordance with the provisions hereof;




(iv) shall not, in the case of Alternate Currency Revolving Loans made under a given
Alternate Currency Revolving Loan Sub-Tranche by any Alternate Currency RL Lender, be made
at any time if, at the time of making any such Alternate Currency Revolving Loans and after
giving effect thereto, the Individual Alternate Currency Revolving Loan Sub-Commitment
Credit Exposure of such Alternate Currency RL Lender relating to such Alternate Currency
Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment
of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan
Sub-Tranche at such time;




(v) shall not, in the case of Alternate Currency Revolving Loans made in a given Other
Permitted LIBOR-Based Alternate Currency, be made at any time if, at the time of making any
such Alternate Currency Revolving Loans and after giving effect thereto, the Aggregate Other
Permitted LIBOR-Based Alternate Currency Revolving Credit Exposure relating to such Other
Permitted LIBOR-Based Alternate Currency would exceed $50,000,000 at such time;




(vi) shall not, in the case of Alternate Currency Revolving Loans made in a given
Permitted Non-LIBOR-Based Alternate Currency, be made at any time if, at the time of making
any such Alternate Currency Revolving Loans and after giving effect thereto, the Aggregate
Permitted Non-LIBOR-Based Alternate Currency Revolving Credit Exposure relating to such
Permitted Non-LIBOR-Based Alternate Currency would exceed $50,000,000 at such time;




(vii) shall not, in the case of Alternate Currency Revolving Loans, be made at any time
if, after giving effect thereto, the Aggregate Alternate Currency Credit Exposure would
exceed $500,000,000 at such time; and




(viii) shall not, in the case of all Revolving Loans, be made at any time if, after
giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total
Revolving Loan Commitment at such time or (y) the Individual Revolving Credit Exposure of
any RL Lender would exceed its Revolving Loan Commitment as then in effect.



(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees
to make, from time to time on and after the Initial Borrowing Date and prior to the Swingline
Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and,
collectively, the “Swingline Loans”) to the Corporation, which Swingline Loans (i) shall be
made and maintained in Dollars, (ii) shall be made and maintained as Base Rate Loans, (iii) may be
repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (or be
required to be made) on any date if, after giving effect thereto, (x) the Aggregate Revolving
Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect or (y) the
Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as
then in effect, and (v) shall not exceed in aggregate principal amount at any time outstanding, the
Maximum Swingline Amount. The Swingline Lender shall not be obligated to make any Swingline Loans
at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements
satisfactory to it to eliminate the Swingline Lender’s risk with respect to each Defaulting
Lender’s participation in such Swingline Loans (to which arrangements each Lender hereby grants its
consent), including by cash collateralizing such Defaulting Lender’s Dollar Percentage of the
outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”).
Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Lender
shall not make any Swingline Loan after it has received written notice from any Borrower, the
Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists
and is continuing until such time as the Swingline Lender shall have received written notice (i) of
rescission of all such notices from the party or parties originally delivering such notice, (ii) of
the waiver of such Default or Event of Default by the Required Lenders or (iii) that the
Administrative Agent in good faith believes such Default or Event of Default has ceased to exist.



(c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the
Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Dollar Revolving
Loans by the Corporation (provided that such notice shall be deemed to have been
automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or
upon the exercise of any of the remedies provided in the last paragraph of Section 10). In such
case, a Borrowing (or Borrowings) of Dollar Revolving Loans by the Corporation constituting Base
Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately
succeeding Business Day by all RL Lenders (without giving effect to any reductions thereto pursuant
to the last paragraph of Section 10) pro rata based on each Lender’s Dollar
Percentage or, if a Sharing Event then exists, pro rata based on each RL Lender’s
RL Percentage (in each case determined on such date, but before giving effect to any termination of
the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds
thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such
outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Dollar Revolving
Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the
manner specified in the preceding sentence and on the date specified in writing by the Swingline
Lender notwithstanding (i) that the amount of any Mandatory Borrowing may not comply with the
Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in
Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the
date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such
time. If any Mandatory Borrowing cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Corporation), then each such RL Lender hereby agrees that it
shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but
adjusted for any payments received from the Corporation on or after such date and prior to such
purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall
be necessary to cause such RL Lenders to share in such Swingline Loans ratably based upon their
respective Dollar Percentages or, if a Sharing Event exists on the date otherwise required above,
pro rata based upon their respective RL Percentages (in each case determined before
giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph
of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for
the account of the Swingline Lender until the date as of which the respective participation is
required to be purchased and, to the extent attributable to the purchased participation, shall be
payable to the participant from and after such date and (y) at the time any purchase of
participations pursuant to this sentence is actually made, the purchasing RL Lender shall be
required to pay the Swingline Lender interest on the principal amount of the participation
purchased for each day from and including the day upon which the respective participation would
otherwise have occurred to but excluding the date of payment for such participation, at the
overnight Federal Funds Rate for the first day and at the rate otherwise applicable to Dollar
Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.



(d) Subject to and upon the terms and conditions set forth herein, each Lender severally
agrees that any Borrower may, in accordance with the procedures established pursuant to Section
1.04, incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the
“Competitive Bid Loans”), denominated in an Available Currency requested by such Borrower,
pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Initial
Borrowing Date and prior to the date which is the Business Day preceding the date which is 30 days
prior to the Maturity Date, provided that (i) no Competitive Bid Loan may be made if, after
giving effect thereto, the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000
and (ii) no Competitive Bid Loan may be made if, after giving effect thereto, the Aggregate
Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect.
Within the foregoing limits and subject to the terms and conditions set forth in Sections 1.04 and
6, Competitive Bid Loans may be repaid and reborrowed in accordance with the provisions hereof.



1.02 Minimum Amount of Each Borrowing. The aggregate principal amount (or Face
Amount, as applicable) of each Borrowing of Loans shall not be less than the respective Minimum
Borrowing Amount for the respective Type and Tranche of Loans to be made or maintained pursuant to
the respective Borrowing; provided that Mandatory Borrowings shall be made in the amounts
required by Section 1.01(c). More than one Borrowing may occur on the same date, but at no time
shall there be outstanding more than (i) ten Borrowings of Dollar Revolving Loans maintained as
Eurodollar Loans, (ii) five Borrowings of Alternate Currency Revolving Loans under a given
Alternate Currency Revolving Loan Sub-Tranche maintained as Euro Rate Loans and/or Bankers’
Acceptance Loans (or, in the case of Other Permitted LIBOR-Based Alternate Currency Revolving Loans
incurred in a given Other Permitted LIBOR-Based Alternate Currency, five Borrowings of such Other
Permitted LIBOR-Based Alternate Currency Revolving Loans incurred in such Other Permitted
LIBOR-Based Alternate Currency), and (iii) five Borrowings of Permitted Non-LIBOR-Based Alternate
Currency Revolving Loans incurred in a given Permitted Non-LIBOR-Based Alternate Currency.



1.03 Notice of Borrowing. (a) Whenever a Borrower desires to incur Loans hereunder
(excluding (w) Borrowings of Swingline Loans, (x) Borrowings of Revolving Loans incurred pursuant
to a Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian
Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as
provided in clause (i) of Schedule III), it shall give the Administrative Agent at the Notice
Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in
writing) of each Base Rate Loan or Canadian Prime Rate Loan and at least three Business Days’ prior
written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan,
Bankers’ Acceptance Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving Loan to be
incurred hereunder, provided that any such notice shall be deemed to have been given on a
certain day only if given before 2:00 p.m. (New York time) on such day. Each such written notice
or written confirmation of telephonic notice (each, a “Notice of Borrowing”), except as
otherwise expressly provided in Section 1.11, shall be irrevocable and shall be given by the
respective Borrower in the form of Exhibit A, appropriately completed to specify (i) the name of
such Borrower, (ii) the purpose of such Borrowing, (iii) the aggregate principal amount (or Face
Amount, as the case may be) of the Loans to be incurred pursuant to such Borrowing (stated in the
relevant Available Currency), (iv) the date of such Borrowing (which shall be a Business Day), (v)
in the case of Canadian Dollar Revolving Loans, whether the Canadian Dollar Revolving Loans being
made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or
Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply
with the requirements of clause (a) of Schedule III), (vi) in the case of Euro Rate Loans, the
initial Interest Period to be applicable thereto, (vii) in the case of Permitted Non-LIBOR Rate
Alternate Currency Revolving Loans, the initial Non-LIBOR-Based Interest Period applicable thereto,
(viii) in the case of Alternate Currency Revolving Loans, the specific Alternate Currency Revolving
Loan Sub-Tranche pursuant to which such Alternate Currency Revolving Loans are to be incurred, and
(ix) in the case of Dollar Revolving Loans, whether the Dollar Revolving Loans being incurred
pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans.
The Administrative Agent shall promptly give each Lender which is required to make Loans specified
in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s
proportionate share thereof and of the other matters required by the immediately preceding sentence
to be specified in the Notice of Borrowing.



(b) (i) Whenever the Corporation desires to incur Swingline Loans hereunder, it shall give
the Swingline Lender not later than 1:00 P.M. (New York time) on the date that a Swingline Loan is
to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline
Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A)
the date of Borrowing (which shall be a Business Day) and (B) the aggregate principal amount of the
Swingline Loans to be made pursuant to such Borrowing.



(ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(c), with the
Corporation irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the
Mandatory Borrowings by it as set forth in Section 1.01(c).



(c) Without in any way limiting the obligation of any Borrower to confirm in writing any
telephonic notice permitted to be given hereunder, the Administrative Agent, the Swingline Lender
(in the case of a Borrowing of Swingline Loans) or the respective Issuing Bank (in the case of
issuances of Letters of Credit), as the case may be, may act without liability upon the basis of
such telephonic notice, believed by the Administrative Agent, the Swingline Lender or such Issuing
Bank, as the case may be, in good faith to be from an Authorized Officer of such Borrower (or of
the Corporation) prior to receipt of written confirmation. In each such case, each Borrower hereby
waives the right to dispute the Administrative Agent’s, the Swingline Lender’s or such Issuing
Bank’s record of the terms of such telephonic notice.



1.04 Competitive Bid Borrowings. (a) Whenever a Borrower desires to incur a
Competitive Bid Borrowing, it shall deliver to the Administrative Agent at the Notice Office prior
to 11:00 A.M. (New York time), at least three Business Days prior to the date of such proposed
Competitive Bid Borrowing, a written notice substantially in the form of Exhibit B (each, a
“Notice of Competitive Bid Borrowing”), such notice to specify in each case (i) the date
(which shall be a Business Day) of the proposed Competitive Bid Borrowing, (ii) the aggregate
principal amount of the proposed Competitive Bid Borrowing (stated in the relevant Available
Currency), which shall not be less than the Minimum Borrowing Amount applicable thereto, (iii) the
maturity date (each, a “Competitive Bid Loan Maturity Date”) for repayment of each
Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may
not be earlier than seven days after the date of such Competitive Bid Borrowing or later than 360
days after the date of such Competitive Bid Borrowing (but in no event later than the thirtieth day
preceding the Maturity Date)), (iv) the interest payment date or dates relating thereto (which
shall be at least every three months in the case of maturities in excess of three months), and (v)
any other terms to be applicable to such Competitive Bid Borrowing (although all Competitive Bid
Borrowings shall be required to be made, and maintained, in an Available Currency). The
Administrative Agent shall promptly notify each Bidder RL Lender of each such request for a
Competitive Bid Borrowing received by it from a Borrower by transmitting (by way of facsimile) to
each such Bidder RL Lender a copy of the related Notice of Competitive Bid Borrowing.



(b) Each Bidder RL Lender shall, if in its sole discretion it elects to do so, irrevocably
offer to make one or more Competitive Bid Loans to the respective Borrower as part of such proposed
Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder RL Lender in its
sole discretion and determined by such Bidder RL Lender independently of each other Bidder RL
Lender, by notifying the Administrative Agent in writing (which notice shall be promptly
distributed to the respective Borrower, provided that the Administrative Agent shall not be
liable to any Bidder RL Lender or to the respective Borrower for failure to distribute any such
notice to the respective Borrower unless such failure resulted from the gross negligence or willful
misconduct on the part of the Administrative Agent (as determined by a court of competent
jurisdiction)), before 10:00 A.M. (New York time) on the date (the “Reply Date”) which is
two Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum
amount, if any, and maximum amount of each Competitive Bid Loan which such Bidder RL Lender would
be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject
to the proviso to the first sentence of Section 1.01(d), exceed such RL Lender’s Revolving Loan
Commitment (and any relevant Alternate Currency Revolving Loan Sub-Commitment)), and the rate or
rates of interest therefor; provided that if the Administrative Agent in its capacity as a
Bidder RL Lender shall, in its sole discretion, elect to make any such offer, it shall notify the
respective Borrower in writing of such offer before 9:30 A.M. (New York time) on the Reply Date.
If any Bidder RL Lender shall elect not to make such an offer, such Bidder RL Lender shall so
notify the Administrative Agent, before 10:00 A.M. (New York time) on the Reply Date, and such
Bidder RL Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of
such Competitive Bid Borrowing; provided that the failure by any Bidder RL Lender to give
such notice shall not cause such Bidder RL Lender to be obligated to, and such Bidder RL Lender
shall not, make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing.



(c) The respective Borrower shall, in turn, before 12:00 Noon (New York time) on the Reply
Date, either:




(1) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice (in
writing or by telephone promptly confirmed in writing) to that effect; or




(2) accept one or more of the offers made by any Bidder RL Lender or Bidder RL Lenders
pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in
writing) to the Administrative Agent of the amount of each Competitive Bid Loan (which
amount shall be equal to or greater than the minimum amount, if any, and equal to or less
than the maximum amount, notified to the respective Borrower by the Administrative Agent on
behalf of each such Bidder RL Lender for such Competitive Bid Borrowing) and reject any
remaining offers made by Bidder RL Lenders pursuant to clause (b) above by giving the
Administrative Agent notice to that effect; provided that acceptance of offers may
only be made on the basis of ascending Absolute Rates commencing with the lowest rate so
offered; provided further, however, if offers are made by two or more Bidder
RL Lenders at the same rate and acceptance of all such equal offers would result in a
greater principal amount of Competitive Bid Loans being accepted than the aggregate
principal amount requested by the respective Borrower, the respective Borrower shall have
the right to accept one or more such equal offers in their entirety and reject the other
equal offer or offers or to allocate acceptance among all such equal offers (but giving
effect to the minimum amounts, if any, and maximum amounts specified for each such offer
pursuant to clause (b) above), as the respective Borrower may elect in its sole discretion.



(d) If the respective Borrower notifies the Administrative Agent that such Competitive Bid
Borrowing is canceled pursuant to clause (c)(1) above, the Administrative Agent shall give prompt
written notice thereof to the Bidder RL Lenders and such Competitive Bid Borrowing shall not be
made.



(e) If the respective Borrower accepts one or more of the offers made by any Bidder RL Lender
or Bidder RL Lenders pursuant to clause (c)(2) above, the Administrative Agent shall in turn
promptly notify (in writing or by telephone confirmed in writing) (x) each Bidder RL Lender that
has made an offer as described in clause (b) above, of the date and aggregate amount of such
Competitive Bid Borrowing (stated in the relevant Available Currency) and whether or not any offer
or offers made by such Bidder RL Lender pursuant to clause (b) above have been accepted by the
respective Borrower and (y) each Bidder RL Lender that is to make a Competitive Bid Loan as part of
such Competitive Bid Borrowing, of the amount of each Competitive Bid Loan to be made by such
Bidder RL Lender as part of such Competitive Bid Borrowing (stated in the relevant Available
Currency).



(f) On the last Business Day of each calendar quarter, the Administrative Agent shall notify
the respective Borrower and the RL Lenders of the aggregate principal amount of Competitive Bid
Loans outstanding to the respective Borrower at such time.



1.05 Disbursement of Funds. No later than 12:00 Noon (local time in the city in which
the proceeds of such Loans are to be made available in accordance with the terms hereof) on the
date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than
4:00 P.M. (New York time) on the date specified in Section 1.03(b)(i), (y) in the case of Mandatory
Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(c) or
(z) in the case of Competitive Bid Loans, no later than 10:00 A.M. (local time in the city in which
the proceeds of such Competitive Bid Loan are to be made available in accordance with the terms
hereof) on the date specified pursuant to Section 1.04(a)), each Lender will make available its
pro rata portion (determined in accordance with Section 1.08) of each such
Borrowing requested to be made on such date (or (x) in the case of Swingline Loans, the Swingline
Lender shall make available the full amount thereof and (y) in the case of Competitive Bid Loans,
the respective Bidder RL Lenders which are to make Competitive Bid Loans in accordance with
Section 1.04(e) shall make available their respective amounts thereof) in the manner provided
below. All such amounts will be made available in Dollars (in the case of Dollar Loans) or the
applicable Alternate Currency (in the case of Alternate Currency Loans), as the case may be, and in
immediately available funds at the appropriate Payment Office of the Administrative Agent, and the
Administrative Agent will make available to the relevant Borrower by depositing to its relevant
account as directed by such Borrower, the aggregate of the amounts so made available by the Lenders
in the type of funds received. Unless the Administrative Agent shall have been notified by any
Lender prior to the date of Borrowing that such Lender does not intend to make available to the
Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the
Administrative Agent may assume that such Lender has made such amount available to the
Administrative Agent on such date of Borrowing and the Administrative Agent may, in reliance upon
such assumption, make available to the relevant Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent by such Lender, the
Administrative Agent shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative
Agent’s demand therefor, the Administrative Agent shall promptly notify the respective Borrower
and, to the extent such corresponding amount has previously been disbursed to such Borrower, such
Borrower shall immediately pay such corresponding amount to the Administrative Agent. The
Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower
interest on such corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the respective Borrower until the date
such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to
(i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time
for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as
Base Rate Loans for each day thereafter (or, in the case of an Alternate Currency Revolving Loan in
a given Alternate Currency, the relevant Euro Rate (as determined on the basis provided in the
proviso in the definition of the relevant Euro Rate) or relevant Alternate Currency Non-LIBOR Rate,
as applicable, for the first three days and the interest rate applicable to such Alternate Currency
Revolving Loan for each day thereafter) and (ii) if recovered from the respective Borrower, the
rate of interest applicable to the respective Borrowing, as determined pursuant to Section 1.09.
Nothing in this Section 1.05 shall be deemed to relieve any Lender from its obligation to make
Loans hereunder or to prejudice any rights which the relevant Borrower may have against any Lender
as a result of any failure by such Lender to make Loans required to be made by it hereunder.



1.06 Notes. (a) Subject to the provisions of the following clause (o), each
Borrower’s obligation to pay the principal of (or the Face Amount of, as the case may be), and
interest on, the Loans (other than Competitive Bid Loans) made by each Lender to such Borrower
shall be evidenced (i) if Dollar Revolving Loans, by a promissory note duly executed and delivered
by the respective Dollar Revolving Loan Borrower substantially in the form of Exhibit C-1, with
blanks appropriately completed in conformity herewith (each, a “Dollar Revolving Note” and,
collectively, the “Dollar Revolving Notes”), (ii) if Canadian Dollar Revolving Loans, by a
promissory note duly executed and delivered by the respective Alternate Currency Revolving Loan
Borrower substantially in the form of Exhibit C-2, with blanks appropriately completed in
conformity herewith (each, a “Canadian Dollar Revolving Note” and, collectively, the
“Canadian Dollar Revolving Notes”), (iii) if Sterling Revolving Loans, by a promissory note
duly executed and delivered by the respective Alternate Currency Revolving Loan Borrower
substantially in the form of Exhibit C-3, with blanks appropriately completed in conformity
herewith (each, a “Sterling Revolving Note” and, collectively, the “Sterling Revolving
Notes”), (iv) if Euro I Revolving Loans, by a promissory note duly executed and delivered by
the respective Alternate Currency Revolving Loan Borrower substantially in the form of Exhibit C-4
(with such changes thereto as may be agreed by the respective Alternate Currency Revolving Loan
Borrower and such Lender in any given case based on the advice of local counsel), with blanks
appropriately completed in conformity herewith (each, a “Euro I Revolving Note” and,
collectively, the “Euro I Revolving Notes”), (v) if Euro II Revolving Loans, by a
promissory note duly executed and delivered by the respective Alternate Currency Revolving Loan
Borrower substantially in the form of Exhibit C-5 (with such changes thereto as may be agreed by
the respective Alternate Currency Revolving Loan Borrower and such Lender in any given case based
on the advice of local counsel), with blanks appropriately completed in conformity herewith (each,
a “Euro II Revolving Note” and, collectively, the “Euro II Revolving Notes”),
(vi) if Euro III Revolving Loans, by a promissory note duly executed and delivered by the
respective Alternate Currency Revolving Loan Borrower substantially in the form of Exhibit C-6
(with such changes thereto as may be agreed by the respective Alternate Currency Revolving Loan
Borrower and such Lender in any given case based on the advice of local counsel), with blanks
appropriately completed in conformity herewith (each, a “Euro III Revolving Note” and,
collectively, the “Euro III Revolving Notes”), (vii) if Australian Dollar Revolving Loans,
by a promissory note duly executed and delivered by the respective Alternate Currency Revolving
Loan Borrower substantially in the form of Exhibit C-7 (with such changes thereto as may be agreed
by the respective Alternate Currency Revolving Loan Borrower and such Lender in any given case
based on the advice of local counsel), with blanks appropriately completed in conformity herewith
(each, an “Australian Dollar Revolving Note” and, collectively, the “Australian Dollar
Revolving Notes”), (viii) if Yen Revolving Loans, by a promissory note duly executed and
delivered by the respective Alternate Currency Revolving Loan Borrower substantially in the form of
Exhibit C-8 (with such changes thereto as may be agreed by the respective Alternate Currency
Revolving Loan Borrower and such Lender in any given case based on the advice of local counsel),
with blanks appropriately completed in conformity herewith (each, a “Yen Revolving Note”
and, collectively, the “Yen Revolving Notes”), (ix) if Other Permitted LIBOR-Based
Alternate Currency Revolving Loans, by a promissory note duly executed and delivered by the
respective Alternate Currency Revolving Loan Borrower substantially in the form of Exhibit C-9
(with such changes thereto as may be agreed by the respective Alternate Currency Revolving Loan
Borrower and such Lender in any given case based on the advice of local counsel), with blanks
appropriately completed in conformity herewith (each, an “Other Permitted LIBOR-Based Alternate
Currency Revolving Note” and, collectively, the “Other Permitted LIBOR-Based Alternate
Currency Revolving Notes”), (x) if Mexican Pesos Revolving Loans, by a promissory note duly
executed and delivered by the respective Alternate Currency Revolving Loan Borrower substantially
in the form of Exhibit C-10, with blanks appropriately completed in conformity herewith (each, a
“Mexican Pesos Revolving Note” and, collectively, the “Mexican Pesos Revolving
Notes”), (xi) if Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, by a
promissory note duly executed and delivered by the respective Alternate Currency Revolving Loan
Borrower in the form agreed to pursuant to the relevant Non-LIBOR-Based Alternate Currency
Amendment, with blanks appropriately completed in conformity herewith (each, an “Other
Permitted Non-LIBOR-Based Alternate Currency Revolving Note” and, collectively, the “Other
Permitted Non-LIBOR-Based Alternate Currency Revolving Notes”) and (xii) if Swingline Loans, by
a promissory note duly executed and delivered by the Corporation substantially in the form of
Exhibit C-11, with blanks appropriately completed in conformity herewith (the “Swingline
Note”). The terms of each Competitive Bid Loan shall be evidenced by the respective
correspondence between the respective Borrower thereof and the respective Bidder RL Lender pursuant
to Section 1.04 and, unless otherwise agreed by the respective Borrower and the respective Bidder
RL Lender or unless the respective Bidder RL Lender makes a request pursuant to the immediately
succeeding sentence, Competitive Bid Loans shall not be evidenced by promissory notes. If
requested by any Lender, the respective Borrower agrees to execute and deliver a promissory note,
in form reasonably satisfactory to the respective Lender, evidencing the Competitive Bid Loans of
such Lender to such Borrower (with any such promissory notes herein called “Competitive Bid
Notes”).



(b) The Dollar Revolving Note issued by each Dollar Revolving Loan Borrower to each Lender
that has a Revolving Loan Commitment or outstanding Dollar Revolving Loans shall (i) be executed by
the respective Dollar Revolving Loan Borrower, (ii) be payable to the order of such Lender and be
dated the Initial Borrowing Date (or if issued thereafter, the date of issuance), (iii) be in a
stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after
the termination of the Revolving Loan Commitment of such Lender, be in a stated principal amount
equal to the outstanding Dollar Revolving Loans of such Lender to the respective Dollar Revolving
Loan Borrower at such time) and be payable in Dollars in the outstanding principal amount of Dollar
Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided
in the appropriate clause of Section 1.09 in respect of Base Rate Loans and Eurodollar Loans, as
the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section
4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.



(c) The Canadian Dollar Revolving Note issued by each Alternate Currency Revolving Loan
Borrower that desires to incur Canadian Dollar Revolving Loans to each Lender that has a Canadian
Dollar Revolving Loan Sub-Commitment or outstanding Canadian Dollar Revolving Loans shall (i) be
executed by the respective Alternate Currency Revolving Loan Borrower, (ii) be payable to the order
of such Lender (or an affiliate designated by such Lender) and be dated the Initial Borrowing Date
(or, if issued thereafter, the date of issuance), (iii) be in a stated principal amount (expressed
in Canadian Dollars) which exceeds by 10% the Canadian Dollar Equivalent (as of the date of
issuance) of the respective Lender’s Canadian Dollar Revolving Loan Sub-Commitment;
provided that if, because of fluctuations in exchange rates after the Initial Borrowing
Date or issuance date, as applicable, the amount of the Canadian Dollar Revolving Note of any
Alternate Currency Revolving Loan Borrower held by any Lender would not be at least as great as the
outstanding principal amount of, and the Face Amount of, as applicable, Canadian Dollar Revolving
Loans made by such Lender to such Alternate Currency Revolving Loan Borrower and evidenced thereby,
the respective Lender may request (and in such case the respective Alternate Currency Revolving
Loan Borrower shall promptly execute and deliver) a new Canadian Dollar Revolving Note in an amount
equal to the greater of (x) that amount (expressed in Canadian Dollars) which exceeds by 10% the
Canadian Dollar Equivalent of the respective Lender’s Canadian Dollar Revolving Loan Sub-Commitment
as of the date of such request or (y) the then outstanding principal amount of, and the Face Amount
of, as applicable, all Canadian Dollar Revolving Loans made by such Lender to such Alternate
Currency Revolving Loan Borrower, (iv) subject to Section 1.17, be payable in Canadian Dollars in
the outstanding principal amount of, and Face Amount of, as applicable, the Canadian Dollar
Revolving Loans made to the respective Alternate Currency Revolving Loan Borrower and evidenced
thereby, (v) mature on the Maturity Date, (vi) bear interest as provided in the appropriate clause
of Section 1.09 in respect of the Canadian Prime Rate Loans evidenced thereby, (vii) be subject to
voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section
4.02, and (viii) be entitled to the benefits of this Agreement and the other Credit Documents.



(d) The Sterling Revolving Note issued by each Alternate Currency Revolving Loan Borrower that
desires to incur Sterling Revolving Loans to each Lender that has a Pounds Sterling Revolving Loan
Sub-Commitment or outstanding Sterling Revolving Loans shall (i) be executed by the respective
Alternate Currency Revolving Loan Borrower, (ii) be payable to the order of such Lender (or an
affiliate designated by such Lender) and be dated the Initial Borrowing Date (or, if issued
thereafter, the date of issuance), (iii) be in a stated principal amount (expressed in Pounds
Sterling) which exceeds by 10% the relevant LIBOR-Based Alternate Currency Equivalent (as of the
date of issuance) of the respective Lender’s Pounds Sterling Revolving Loan Sub-Commitment;
provided that if, because of fluctuations in exchange rates after the Initial Borrowing
Date or issuance date, as applicable, the amount of the Sterling Revolving Note of any Alternate
Currency Revolving Loan Borrower held by any Lender would not be at least as great as the
outstanding principal amount of Sterling Revolving Loans made by such Lender at any time
outstanding and evidenced thereby, the respective Lender may request (and in such case the
respective Alternate Currency Revolving Loan Borrower shall promptly execute and deliver) a new
Sterling Revolving Note in an amount equal to the greater of (x) that amount (expressed in Pounds
Sterling) which at that time exceeds by 10% the relevant LIBOR-Based Alternate Currency Equivalent
of the respective Lender’s Pounds Sterling Revolving Loan Sub-Commitment as of the date of such
request or (y) the then outstanding principal amount of all Sterling Revolving Loans made by such
Lender to such Alternate Currency Revolving Loan Borrower, (iv) subject to Section 1.17, be payable
in Pounds Sterling in the outstanding principal amount of the Sterling Revolving Loans made to the
respective Alternate Currency Revolving Loan Borrower and evidenced thereby, (v) mature on the
Maturity Date, (vi) bear interest as provided in the appropriate clause of Section 1.09 in respect
of the Sterling Revolving Loans evidenced thereby, (vii) be subject to voluntary prepayment as
provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (viii) be
entitled to the benefits of this Agreement and the other Credit Documents.



(e) The Euro I Revolving Note issued by each Alternate Currency Revolving Loan Borrower that
desires to incur Euro I Revolving Loans to each Lender that has a Euro I Revolving Loan
Sub-Commitment or outstanding Euro I Revolving Loans shall (i) be executed by the respective
Alternate Currency Revolving Loan Borrower, (ii) be payable to the order of such Lender (or an
affiliate designated by such Lender) and be dated the Initial Borrowing Date (or, if issued
thereafter, the date of issuance), (iii) be in a stated principal amount (expressed in Euros) which
exceeds by 10% the Euro Equivalent (as of the date of issuance) of the respective Lender’s Euro I
Revolving Loan Sub-Commitment, provided that if, because of fluctuations in exchange rates
after the Initial Borrowing Date or issuance date, as applicable, the amount of the Euro I
Revolving Note of any Alternate Currency Revolving Loan Borrower held by any Lender would not be at
least as great as the outstanding principal amount of Euro I Revolving Loans made by such Lender at
any time outstanding and evidenced thereby, the respective Lender may request (and in such case the
respective Alternate Currency Revolving Loan Borrower shall promptly execute and deliver) a new
Euro I Revolving Note in an amount equal to the greater of (x) that amount (expressed in Euros)
which exceeds by 10% the Euro Equivalent of the respective Lender’s Euro I Revolving Loan
Sub-Commitment as of the date of such request or (y) the then outstanding principal amount of all
Euro I Revolving Loans made by such Lender to such Alternate Currency Revolving Loan Borrower, (iv)
subject to Section 1.17, be payable in Euros in the outstanding principal amount of the Euro I
Revolving Loans evidenced thereby, (v) mature on the Maturity Date, (vi) bear interest as provided
in the appropriate clause of Section 1.09 in respect of the Euro I Revolving Loans made to the
respective Alternate Currency Revolving Loan Borrower and evidenced thereby, (vii) be subject to
voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section
4.02, and (viii) be entitled to the benefits of this Agreement and the other Credit Documents.



(f) The Euro II Revolving Note issued by each Alternate Currency Revolving Loan Borrower that
desires to incur Euro II Revolving Loans to each Lender that has a Euro II Revolving Loan
Sub-Commitment or outstanding Euro II Revolving Loans shall (i) be executed by the respective
Alternate Currency Revolving Loan Borrower, (ii) be payable to the order of such Lender (or an
affiliate designated by such Lender) and be dated the Initial Borrowing Date (or, if issued
thereafter, the date of issuance), (iii) be in a stated principal amount (expressed in Euros) which
exceeds by 10% the Euro Equivalent (as of the date of issuance) of the respective Lender’s Euro II
Revolving Loan Sub-Commitment, provided that if, because of fluctuations in exchange rates
after the Initial Borrowing Date or issuance date, as applicable, the amount of the Euro II
Revolving Note of any Alternate Currency Revolving Loan Borrower held by any Lender would not be at
least as great as the outstanding principal amount of Euro II Revolving Loans made by such Lender
at any time outstanding and evidenced thereby, the respective Lender may request (and in such case
the respective Alternate Currency Revolving Loan Borrower shall promptly execute and deliver) a new
Euro II Revolving Note in an amount equal to the greater of (x) that amount (expressed in Euros)
which exceeds by 10% the Euro Equivalent of the respective Lender’s Euro II Revolving Loan
Sub-Commitment as of the date of such request or (y) the then outstanding principal amount of all
Euro II Revolving Loans made by such Lender to such Alternate Currency Revolving Loan Borrower,
(iv) subject to Section 1.17, be payable in Euros in the outstanding principal amount of the Euro
II Revolving Loans evidenced thereby, (v) mature on the Maturity Date, (vi) bear interest as
provided in the appropriate clause of Section 1.09 in respect of the Euro II Revolving Loans made
to the respective Alternate Currency Revolving Loan Borrower and evidenced thereby, (vii) be
subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in
Section 4.02, and (viii) be entitled to the benefits of this Agreement and the other Credit
Documents.



(g) The Euro III Revolving Note issued by each Alternate Currency Revolving Loan Borrower that
desires to incur Euro III Revolving Loans to each Lender that has a Euro III Revolving Loan
Sub-Commitment or outstanding Euro III Revolving Loans shall (i) be executed by the respective
Alternate Currency Revolving Loan Borrower, (ii) be payable to the order of such Lender (or an
affiliate designated by such Lender) and be dated the Initial Borrowing Date (or, if issued
thereafter, the date of issuance), (iii) be in a stated principal amount (expressed in Euros) which
exceeds by 10% the Euro Equivalent (as of the date of issuance) of the respective Lender’s Euro III
Revolving Loan Sub-Commitment, provided that if, because of fluctuations in exchange rates
after the Initial Borrowing Date or issuance date, as applicable, the amount of the Euro III
Revolving Note of any Alternate Currency Revolving Loan Borrower held by any Lender would not be at
least as great as the outstanding principal amount of Euro III Revolving Loans made by such Lender
at any time outstanding and evidenced thereby, the respective Lender may request (and in such case
the respective Alternate Currency Revolving Loan Borrower shall promptly execute and deliver) a new
Euro III Revolving Note in an amount equal to the greater of (x) that amount (expressed in Euros)
which exceeds by 10% the Euro Equivalent of the respective Lender’s Euro III Revolving Loan
Sub-Commitment as of the date of such request or (y) the then outstanding principal amount of all
Euro III Revolving Loans made by such Lender to such Alternate Currency Revolving Loan Borrower,
(iv) subject to Section 1.17, be payable in Euros in the outstanding principal amount of the Euro
III Revolving Loans evidenced thereby, (v) mature on the Maturity Date, (vi) bear interest as
provided in the appropriate clause of Section 1.09 in respect of the Euro III Revolving Loans made
to the respective Alternate Currency Revolving Loan Borrower and evidenced thereby, (vii) be
subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in
Section 4.02, and (viii) be entitled to the benefits of this Agreement and the other Credit
Documents.



(h) The Australian Dollar Revolving Note issued by each Alternate Currency Revolving Loan
Borrower that desires to incur Australian Dollar Revolving Loans to each Lender that has an
Australian Dollar Revolving Loan Sub-Commitment or outstanding Australian Dollar Revolving Loans
shall (i) be executed by the respective Alternate Currency Revolving Loan Borrower, (ii) be payable
to the order of such Lender (or an affiliate designated by such Lender) and be dated the Initial
Borrowing Date (or, if issued thereafter, the date of issuance), (iii) be in a stated principal
amount (expressed in Australian Dollars) which exceeds by 10% the relevant LIBOR-Based Alternate
Currency Equivalent (as of the date of issuance) of the respective Lender’s Australian Dollar
Revolving Loan Sub-Commitment, provided that if, because of fluctuations in exchange rates
after the Initial Borrowing Date or issuance date, as applicable, the amount of the Australian
Dollar Revolving Note of any Alternate Currency Revolving Loan Borrower held by any Lender would
not be at least as great as the outstanding principal amount of Australian Dollar Revolving Loans
made by such Lender at any time outstanding and evidenced thereby, the respective Lender may
request (and in such case the respective Alternate Currency Revolving Loan Borrower shall promptly
execute and deliver) a new Australian Dollar Revolving Note in an amount equal to the greater of
(x) that amount (expressed in Australian Dollars) which exceeds by 10% the relevant LIBOR-Based
Alternate Currency Equivalent of the respective Lender’s Australian Dollar Revolving Loan
Sub-Commitment as of the date of such request or (y) the then outstanding principal amount of all
Australian Dollar Revolving Loans made by such Lender to such Alternate Currency Revolving Loan
Borrower, (iv) subject to Section 1.17, be payable in Australian Dollars in the outstanding
principal amount of the Australian Dollar Revolving Loans evidenced thereby, (v) mature on the
Maturity Date, (vi) bear interest as provided in the appropriate clause of Section 1.09 in respect
of the Australian Dollar Revolving Loans made to the respective Alternate Currency Revolving Loan
Borrower and evidenced thereby, (vii) be subject to voluntary prepayment as provided in Section
4.01, and mandatory repayment as provided in Section 4.02, and (viii) be entitled to the benefits
of this Agreement and the other Credit Documents.



(i) The Yen Revolving Note issued by each Alternate Currency Revolving Loan Borrower that
desires to incur Yen Revolving Loans to each Lender that has a Yen Revolving Loan Sub-Commitment or
outstanding Yen Revolving Loans shall (i) be executed by the respective Alternate Currency
Revolving Loan Borrower, (ii) be payable to the order of such Lender (or an affiliate designated by
such Lender) and be dated the Initial Borrowing Date (or, if issued thereafter, the date of
issuance), (iii) be in a stated principal amount (expressed in Yen) which exceeds by 10% the
relevant LIBOR-Based Alternate Currency Equivalent (as of the date of issuance) of the respective
Lender’s Yen Revolving Loan Sub-Commitment, provided that if, because of fluctuations in
exchange rates after the Initial Borrowing Date or issuance date, as applicable, the amount of the
Yen Revolving Note of any Alternate Currency Revolving Loan Borrower held by any Lender would not
be at least as great as the outstanding principal amount of Yen Revolving Loans made by such Lender
at any time outstanding and evidenced thereby, the respective Lender may request (and in such case
the respective Alternate Currency Revolving Loan Borrower shall promptly execute and deliver) a new
Yen Revolving Note in an amount equal to the greater of (x) that amount (expressed in Yen) which
exceeds by 10% the relevant LIBOR-Based Alternate Currency Equivalent of the respective Lender’s
Yen Revolving Loan Sub-Commitment as of the date of such request or (y) the then outstanding
principal amount of all Yen Revolving Loans made by such Lender to such Alternate Currency
Revolving Loan Borrower, (iv) subject to Section 1.17, be payable in Yen in the outstanding
principal amount of the Yen Revolving Loans evidenced thereby, (v) mature on the Maturity Date,
(vi) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Yen
Revolving Loans made to the respective Alternate Currency Revolving Loan Borrower and evidenced
thereby, (vii) be subject to voluntary prepayment as provided in Section 4.01, and mandatory
repayment as provided in Section 4.02, and (viii) be entitled to the benefits of this Agreement and
the other Credit Documents.



(j) The Other Permitted LIBOR-Based Alternate Currency Revolving Note issued by each Alternate
Currency Revolving Loan Borrower that desires to incur Other Permitted LIBOR-Based Alternate
Currency Revolving Loans in a given Other Permitted LIBOR-Based Alternate Currency to each Lender
that has an Other Permitted LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment or
outstanding Other Permitted LIBOR-Based Alternate Currency Revolving Loans denominated in such
Other Permitted LIBOR-Based Alternate Currency shall (i) be executed by the respective Alternate
Currency Revolving Loan Borrower, (ii) be payable to the order of such Lender (or an affiliate
designated by such Lender) and be dated the Initial Borrowing Date (or, if issued thereafter, the
date of issuance), (iii) be in a stated principal amount (expressed in the respective Other
Permitted LIBOR-Based Alternate Currency) which exceeds by 10% the relevant LIBOR-Based Alternate
Currency Equivalent (as of the date of issuance) of the respective Lender’s Other Permitted
LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment, provided that if, because of
fluctuations in exchange rates after the Initial Borrowing Date or issuance date, as applicable,
the amount of the Other Permitted LIBOR-Based Alternate Currency Revolving Note of any Alternate
Currency Revolving Loan Borrower held by any Lender relating to a given Other Permitted LIBOR-Based
Alternate Currency would not be at least as great as the outstanding principal amount of Other
Permitted LIBOR-Based Alternate Currency Revolving Loans made by such Lender in such Other
Permitted LIBOR-Based Alternate Currency at any time and evidenced thereby, the respective Lender
may request (and, in such case, the respective Alternate Currency Revolving Loan Borrower shall
promptly execute and deliver) a new Other Permitted LIBOR-Based Alternate Currency Revolving Note
in an amount equal to the greater of (x) that amount (expressed in the respective Other Permitted
LIBOR-Based Alternate Currency) which exceeds by 10% the LIBOR-Based Alternate Currency Equivalent
of the respective Lender’s Other Permitted LIBOR-Based Alternate Currency Revolving Loan
Sub-Commitment as of the date of such request or (y) the then outstanding principal amount of all
Other Permitted LIBOR-Based Alternate Currency Revolving Loans made in such Other Permitted
LIBOR-Based Alternate Currency by such Lender to such Alternate Currency Revolving Loan Borrower,
(iv) subject to Section 1.17, be payable in the respective Other Permitted LIBOR-Based Alternate
Currency in the outstanding principal amount of the Other Permitted LIBOR-Based Alternate Currency
Revolving Loans evidenced thereby, (v) mature on the Maturity Date, (vi) bear interest as provided
in the appropriate clause of Section 1.09 in respect of the Other Permitted LIBOR-Based Alternate
Currency Revolving Loans made to the respective Alternate Currency Revolving Loan Borrower and
evidenced thereby, (vii) be subject to voluntary prepayment as provided in Section 4.01, and
mandatory repayment as provided in Section 4.02, and (viii) be entitled to the benefits of this
Agreement and the other Credit Documents.



(k) The Mexican Pesos Revolving Note issued by each Alternate Currency Revolving Loan Borrower
that desires to incur Mexican Pesos Revolving Loans to each Lender that has a Mexican Pesos
Revolving Loan Sub-Commitment or outstanding Mexican Pesos Revolving Loans shall (i) be executed by
the respective Alternate Currency Revolving Loan Borrower, (ii) be payable to the order of such
Lender (or an affiliate designated by such Lender) and be dated the Initial Borrowing Date (or, if
issued thereafter, the date of issuance), (iii) be in a stated principal amount (expressed in
Mexican Pesos) which exceeds by 10% the relevant Non-LIBOR-Based Alternate Currency Equivalent (as
of the date of issuance) of the respective Lender’s Mexican Pesos Revolving Loan Sub-Commitment,
provided that if, because of fluctuations in exchange rates after the Initial Borrowing
Date or issuance date, as applicable, the amount of the Mexican Pesos Revolving Note of any
Alternate Currency Revolving Loan Borrower held by any Lender would not be at least as great as the
outstanding principal amount of Mexican Pesos Revolving Loans made by such Lender at any time and
evidenced thereby, the respective Lender may request (and, in such case, the respective Alternate
Currency Revolving Loan Borrower shall promptly execute and deliver) a new Mexican Pesos Revolving
Note in an amount equal to the greater of (x) that amount (expressed in Mexican Pesos) which
exceeds by 10% the relevant Non-LIBOR-Based Alternate Currency Equivalent of the respective
Lender’s Mexican Pesos Revolving Loan Sub-Commitment as of the date of such request or (y) the then
outstanding principal amount of all Mexican Pesos Revolving Loans made by such Lender to such
Alternate Currency Revolving Loan Borrower, (iv) subject to Section 1.17, be payable in Mexican
Pesos in the outstanding principal amount of the Mexican Pesos Revolving Loans evidenced thereby,
(v) mature on the Maturity Date, (vi) bear interest as provided in the appropriate clause of
Section 1.09 in respect of the Mexican Pesos Revolving Loans made to the respective Alternate
Currency Revolving Loan Borrower and evidenced thereby, (vii) be subject to voluntary prepayment as
provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (viii) be
entitled to the benefits of this Agreement and the other Credit Documents. In the event that the
Applicable Margin applicable to any Mexican Pesos Revolving Loan changes after delivery of a
Mexican Pesos Revolving Note by the respective Alternate Currency Revolving Loan Borrower, upon
request of the applicable Lender with a Mexican Pesos Revolving Loan Sub-Commitment or outstanding
Mexican Pesos Revolving Loans, the respective Alternate Currency Revolving Loan Borrower shall
deliver to such Lender a replacement Mexican Pesos Revolving Note which reflects the new Applicable
Margin applicable to such Mexican Pesos Revolving Loan.



(l) The Other Permitted Non-LIBOR-Based Alternate Currency Revolving Note issued by each
Alternate Currency Revolving Loan Borrower that desires to incur Other Permitted Non-LIBOR-Based
Alternate Currency Revolving Loans in a given Other Permitted Non-LIBOR-Based Alternate Currency to
each Lender that has an Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan
Sub-Commitment or outstanding Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loans
denominated in such Other Permitted Non-LIBOR-Based Alternate Currency shall (i) be executed by the
respective Alternate Currency Revolving Loan Borrower, (ii) be payable to the order of such Lender
(or an affiliate designated by such Lender) and be dated the Initial Borrowing Date (or, if issued
thereafter, the date of issuance), (iii) be in a stated principal amount (expressed in the
respective Other Permitted Non-LIBOR-Based Alternate Currency) which exceeds by 10% the relevant
Non-LIBOR-Based Alternate Currency Equivalent (as of the date of issuance) of the respective
Lender’s Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment,
provided that if, because of fluctuations in exchange rates after the Initial Borrowing
Date or issuance date, as applicable, the amount of the Other Permitted Non-LIBOR-Based Alternate
Currency Revolving Note of any Alternate Currency Revolving Loan Borrower held by any Lender
relating to a given Other Permitted Non-LIBOR-Based Alternate Currency would not be at least as
great as the outstanding principal amount of Other Permitted Non-LIBOR-Based Alternate Currency
Revolving Loans made by such Lender in such Other Permitted Non-LIBOR-Based Alternate Currency at
any time and evidenced thereby, the respective Lender may request (and, in such case, the
respective Alternate Currency Revolving Loan Borrower shall promptly execute and deliver) a new
Other Permitted Non-LIBOR-Based Alternate Currency Revolving Note in an amount equal to the greater
of (x) that amount (expressed in the respective Other Permitted Non-LIBOR-Based Alternate Currency)
which exceeds by 10% the Non-LIBOR-Based Alternate Currency Equivalent of the respective Lender’s
Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment as of the date of
such request or (y) the then outstanding principal amount of all Other Permitted Non-LIBOR-Based
Alternate Currency Revolving Loans made in such Other Permitted LIBOR-Based Alternate Currency by
such Lender to such Alternate Currency Revolving Loan Borrower, (iv) subject to Section 1.17, be
payable in the respective Other Permitted Non-LIBOR-Based Alternate Currency in the outstanding
principal amount of the Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loans
evidenced thereby, (v) mature on the Maturity Date, (vi) bear interest as provided in the
appropriate clause of Section 1.09 in respect of the Other Permitted Non-LIBOR-Based Alternate
Currency Revolving Loans made to the respective Alternate Currency Revolving Loan Borrower and
evidenced thereby, (vii) be subject to voluntary prepayment as provided in Section 4.01, and
mandatory repayment as provided in Section 4.02, and (viii) be entitled to the benefits of this
Agreement and the other Credit Documents.



(m) The Swingline Note issued by the Corporation to the Swingline Lender shall (i) be executed
by the Corporation, (ii) be payable to the order of the Swingline Lender and be dated the Initial
Borrowing Date (or, if issued thereafter, the date of the issuance thereof), (iii) be in a stated
principal amount equal to the Maximum Swingline Amount and be payable in Dollars in the principal
amount of the outstanding Swingline Loans to the Corporation evidenced thereby from time to time,
(iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause
of Section 1.09 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary
prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and
(vii) be entitled to the benefits of this Agreement and the other Credit Documents.



(n) Each Lender will note on its internal records the amount of each Loan made by it to each
Borrower and each payment in respect thereof and will prior to any transfer of any of its Notes
endorse on the reverse side thereof the outstanding principal amount of Loans (including, without
limitation, the Face Amount of any Bankers’ Acceptances) evidenced thereby. Failure to make any
such notation, or any error in such notation, shall not affect any Borrower’s obligations in
respect of such Loans. Each Lender’s internal records of the amount of each Loan made by it and
each payment in respect thereof shall be final and conclusive absent manifest error.



(o) Notwithstanding anything to the contrary contained in this Section 1.06 or elsewhere in
this Agreement, Revolving Notes, Swingline Notes and Competitive Bid Notes shall only be delivered
to Lenders with Loans of the respective Tranches which at any time specifically request the
delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans
of any Tranche or to any Borrower shall affect or in any manner impair the obligations of the
respective Borrower to pay the Loans (and all related Obligations) which would otherwise be
evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way
affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which
does not have a Note evidencing its outstanding Loans shall in no event be required to make the
notations otherwise described in preceding clause (n). At any time when any Lender requests the
delivery of a Note to evidence its Loans of any Tranche, the respective Borrower shall promptly
execute and deliver to the respective Lender the requested Note or Notes in the appropriate amount
or amounts to evidence such Loans.



(p) For the avoidance of doubt, all Euro Revolving Notes issued by a Spanish Alternate
Currency Revolving Loan Borrower, shall be considered as “pagarés” under the laws of Spain, and
they shall not be understood as bonds or any other securities whose issuance by a Spanish private
limited company (“sociedad de responsabilidad limitada”) is prohibited pursuant to Article 9 of Law
2/1995 dated March 23, on Limited Liability Companies (“Ley de Sociedades de Responsabilidad
Limitada”).



1.07 Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to
convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for
the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding
principal amount of Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to
one or more Borrowings of one or more Types of Dollar Revolving Loans into a Borrowing of another
Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving Loans shall not be
permitted to be converted into Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are
converted into Base Rate Loans on a date other than the last day of an Interest Period applicable
to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall
compensate the applicable Lenders for any breakage costs incurred in connection therewith as set
forth in Section 1.12, (iii) no such partial conversion of Eurodollar Loans shall reduce the
outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less
than the applicable Minimum Borrowing Amount for Eurodollar Loans, (iv) unless the Required Lenders
otherwise agree, Base Rate Loans may not be converted into Eurodollar Loans if any Event of Default
exists on the date of conversion, and (v) no conversion pursuant to this Section 1.07 shall result
in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02. Each
such conversion shall be effected by the respective Dollar Revolving Loan Borrower giving the
Administrative Agent at the Notice Office, prior to 2:00 p.m. (New York time), at least three
Business Days’ prior notice (each, a “Notice of Conversion”) specifying the Borrowing or
Borrowings pursuant to which such Dollar Revolving Loans were made and, if to be converted into
Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent
shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar
Revolving Loans.



(b) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from
time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of
Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in
Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing,
provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the
proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required,
to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay
such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that
such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each
case in accordance with Section 1, Schedule III and any other applicable provisions of this
Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance
Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount
or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing
Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan
Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such
additional funds as may be required, to the Administrative Agent for the account of the relevant
Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and
provided further that such new Canadian Dollar Revolving Loans are obtained in
accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.



(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be
made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as
otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be
converted into any other Type of Loan prior to the maturity date of the respective Bankers’
Acceptance Loan.



1.08 Pro Rata Borrowings. (i) Subject to the provisions of Section 1.17(c) and, in
the case of Mandatory Borrowings, Section 1.01(c), all Borrowings of Dollar Revolving Loans under
this Agreement (including all Mandatory Borrowings) shall be incurred from the RL Lenders
pro rata on the basis of their Dollar Percentages and (ii) all Borrowings of
Alternate Currency Revolving Loans in a given Alternate Currency made pursuant to a given Alternate
Currency Revolving Loan Sub-Tranche shall be incurred from the Alternate Currency RL Lenders
pro rata on the basis of their Alternate Currency RL Percentages relating to such
Alternate Currency Revolving Loan Sub-Tranche. No Lender shall be responsible for any default by
any other Lender of its obligation to make Loans hereunder and each Lender shall be obligated to
make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender
to make its Loans hereunder.



1.09 Interest. (a) Each Borrower hereby agrees to pay interest in respect of the
unpaid principal amount of each Base Rate Loan made to it from the date of the Borrowing thereof
until the earlier of (x) the maturity thereof (whether by acceleration, prepayment or otherwise)
and (y) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.07, at a
rate per annum which shall be equal to the sum of the Applicable Margin plus the Base Rate,
each as in effect from time to time.



(b) Each Borrower hereby agrees to pay interest in respect of the unpaid principal amount of
each Eurodollar Loan made to it from the date of the Borrowing thereof until the earlier of (x) the
maturity thereof (whether by acceleration, prepayment or otherwise) and (y) the conversion of such
Eurodollar Loan to a Base Rate Loan pursuant to Section 1.07, 1.10 or 1.11, as applicable, at a
rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of
the Applicable Margin as in effect from time to time plus the Eurodollar Rate for such
Interest Period.



(c) Each Alternate Currency Revolving Loan Borrower hereby agrees to pay interest in respect
of the unpaid principal amount of each Canadian Prime Rate Loan made to such Borrower from the date
the proceeds thereof are made available to such Borrower (which shall, in the case of a conversion
pursuant to clause (i) of Schedule III, be deemed to be the date upon which a maturing Bankers’
Acceptance is converted into a Canadian Prime Rate Loan pursuant to said clause (i), with the
proceeds thereof to be equal to the full Face Amount of the maturing Bankers’ Acceptances) until
the maturity thereof (whether by acceleration or otherwise) at a rate per annum which shall be
equal to the sum of the Applicable Margin plus the Canadian Prime Rate, each as in effect
from time to time.



(d) With respect to Bankers’ Acceptance Loans, Acceptance Fees shall be payable in connection
therewith as provided in clause (g) of Schedule III. Until maturity of the respective Banker’s
Acceptances, interest shall not otherwise be payable with respect thereto.



(e) Each Alternate Currency Revolving Loan Borrower hereby agrees to pay interest in respect
of the unpaid principal amount of each Sterling Revolving Loan made to such Borrower from the date
of the Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a
rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of
the Applicable Margin as in effect from time to time plus the relevant Alternate Currency
LIBOR Rate for such Interest Period plus any Mandatory Costs.



(f) Each Alternate Currency Revolving Loan Borrower hereby agrees to pay interest in respect
of the unpaid principal amount of each Euro Revolving Loan made to such Borrower from the date of
the Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a rate
per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the
Applicable Margin as in effect from time to time plus EURIBOR for such Interest Period
plus any Mandatory Costs.



(g) Each Alternate Currency Revolving Loan Borrower hereby agrees to pay interest in respect
of the unpaid principal amount of each Australian Dollar Revolving Loan made to such Borrower from
the date of the Borrowing thereof until the maturity thereof (whether by acceleration or otherwise)
at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the
sum of the Applicable Margin as in effect from time to time plus the relevant Alternate
Currency LIBOR Rate for such Interest Period plus any Mandatory Costs.



(h) Each Alternate Currency Revolving Loan Borrower hereby agrees to pay interest in respect
of the unpaid principal amount of each Yen Revolving Loan made to such Borrower from the date of
the Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a rate
per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the
Applicable Margin as in effect from time to time plus the relevant Alternate Currency LIBOR
Rate for such Interest Period plus any Mandatory Costs.



(i) Each Alternate Currency Revolving Loan Borrower hereby agrees to pay interest in respect
of the unpaid principal amount of each Other Permitted LIBOR-Based Alternate Currency Revolving
Loan made to such Borrower in a given Other Permitted LIBOR-Based Alternate Currency from the date
of the Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a
rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of
the Applicable Margin as in effect from time to time plus the relevant Alternate Currency
LIBOR Rate for such Interest Period plus any Mandatory Costs.



(j) Each Alternate Currency Revolving Loan Borrower hereby agrees to pay interest in respect
of the unpaid principal amount of each Permitted Non-LIBOR-Based Alternate Currency Revolving Loan
made to such Borrower in a given Permitted Non-LIBOR-Based Alternate Currency from the date of the
Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a rate per
annum which shall, during each Non-LIBOR-Based Interest Period applicable thereto, be equal to the
sum of the Applicable Margin as in effect from time to time plus the relevant Alternate
Currency Non-LIBOR Rate for such Non-LIBOR-Based Interest Period plus any Mandatory Costs.



(k) Each Borrower agrees to pay interest in respect of the unpaid principal amount of each
Competitive Bid Loan made to such Borrower from the date the proceeds thereof are made available to
such Borrower until the maturity thereof (whether by acceleration or otherwise) at the rate or
rates per annum specified pursuant to Section 1.04(b) by the Bidder RL Lender or Bidder RL Lenders,
as the case may be, making such Competitive Bid Loan and accepted by such Borrower pursuant to
Section 1.04(c)(2).



(l) Overdue principal and, to the extent permitted by law, overdue interest in respect of each
Loan and any other overdue amount payable hereunder shall, in each case, bear interest at a rate
per annum (1) in the case of overdue principal of, and interest or other amounts owing with respect
to, Canadian Dollar Revolving Loans and any other amounts owing in Canadian Dollars, equal to 2%
per annum in excess of the Applicable Margin (calculated based on “Ratings-Based Level” 6 and
“Leveraged-Based Level” VI pricing as shown in the definition of Applicable Margin) for Canadian
Prime Rate Loans plus the Canadian Prime Rate as in effect from time to time, (2) in the
case of overdue principal of, and interest or other amounts owing with respect to, Sterling
Revolving Loans and any other amounts owing in Pounds Sterling, equal to 2% per annum in excess of
the Applicable Margin (calculated based on “Ratings-Based Level” 6 and “Leverage-Based Level” VI
pricing as shown in the definition of Applicable Margin) plus the relevant Alternate
Currency LIBOR Rate for such successive periods not exceeding three months as the Administrative
Agent may determine from time to time in respect of amounts comparable to the amount not paid
plus any Mandatory Costs, (3) in the case of overdue principal of, and interest or other
amounts owing in respect of, Euro Revolving Loans, equal to 2% per annum in excess of the
Applicable Margin (calculated based on “Ratings-Based Level” 6 and “Leveraged-Based Level” VI
pricing as shown in the definition of Applicable Margin) plus EURIBOR for such successive
periods not exceeding three months as the Administrative Agent may determine from time to time in
respective amounts comparable to the amount not paid plus any Mandatory Costs, (4) in the
case of overdue principal of, and interest or other amounts owing in respect of, Australian Dollar
Revolving Loans, equal to 2% per annum in excess of the Applicable Margin (calculated based on
“Ratings-Based Level” 6 and “Leveraged-Based Level” VI pricing as shown in the definition of
Applicable Margin) plus the relevant Alternate Currency LIBOR Rate for such successive
periods not exceeding three months as the Administrative Agent may determine from time to time in
respective amounts comparable to the amount not paid plus any Mandatory Costs, (5) in the
case of overdue principal of, and interest or other amounts owing in respect of, Yen Revolving
Loans, equal to 2% per annum in excess of the Applicable Margin (calculated based on “Ratings-Based
Level” 6 and “Leveraged-Based Level” VI pricing as shown in the definition of Applicable Margin)
plus the relevant Alternate Currency LIBOR Rate for such successive periods not exceeding
three months as the Administrative Agent may determine from time to time in respective amounts
comparable to the amount not paid plus any Mandatory Costs, (6) in the case of overdue
principal of, and interest or other amounts owing in respect of, Other Permitted LIBOR-Based
Alternate Currency Revolving Loans, equal to 2% per annum in excess of the Applicable Margin
(calculated based on “Ratings-Based Level” 6 and “Leveraged-Based Level” VI pricing as shown in the
definition of Applicable Margin) plus the relevant Alternate Currency LIBOR Rate for such
successive periods not exceeding three months as the Administrative Agent may determine from time
to time in respective amounts comparable to the amount not paid plus any Mandatory Costs,
(7) in the case of overdue principal of, and interest or other amounts owing in respect of,
Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, equal to 2% per annum in excess of
the Applicable Margin (calculated based on “Ratings-Based Level” 6 and “Leveraged-Based Level” VI
pricing as shown in the definition of Applicable Margin) plus the relevant Alternate
Currency Non-LIBOR Rate for such successive periods not exceeding three months as the
Administrative Agent may determine from time to time in respective amounts comparable to the amount
not paid plus any Mandatory Costs and (8) in all other cases, equal to the greater of (x)
2% per annum in excess of the rate otherwise applicable to Revolving Loans maintained as Base Rate
Loans from time to time (calculated based on “Ratings-Based Level” 6 and “Leveraged-Based Level” VI
pricing as shown in the definition of Applicable Margin) and (y) the rate which is 2% in excess of
the rate then borne by such Loans.



(m) Accrued (and theretofore unpaid) interest shall be payable (i) in respect of each Base
Rate Loan and Canadian Prime Rate Loan, in arrears on each Quarterly Payment Date, (ii) in the case
of any Eurodollar Loan, on the date of any conversion to a Base Rate Loan pursuant to Section 1.07,
1.10 or 1.11, as applicable (on the amount so converted), (iii) in respect of each Euro Rate Loan,
on the last day of each Interest Period applicable thereto (or, in the case of any Interest Period
with a duration in excess of three months, at the date which occurs three calendar months after the
first day of such Interest Period, as well as on the last day of the respective Interest Period),
(iv) in respect of each Mexican Pesos Revolving Loan, on the last day of each Mexican Pesos
Interest Period applicable thereto, (v) in respect of each Other Permitted Non-LIBOR-Based
Alternate Currency Revolving Loan, at the times specified in the relevant Non-LIBOR-Based Alternate
Currency Amendment, (vi) in respect of each Competitive Bid Loan, at such times as specified in the
Notice of Competitive Bid Borrowing relating thereto, (vii) in respect of each Loan (other than
Bankers’ Acceptances), on any repayment or prepayment (on the amount repaid or prepaid), at
maturity (whether by acceleration or otherwise) and, after such maturity, on demand;
provided that, in the case of Dollar Revolving Loans maintained as Base Rate Loans,
interest shall not be payable pursuant to preceding clause (vii) at the time of any repayment or
prepayment thereof unless the respective repayment or prepayment is made in conjunction with a
permanent reduction of the Total Revolving Loan Commitment, and (viii) in respect of overdue
interest on any Loan, on demand.



(n) Upon each Interest Determination Date with respect to any Euro Rate Loan, the
Administrative Agent shall determine the respective Euro Rate for the respective Interest Period or
Interest Periods to be applicable to Euro Rate Loans and shall promptly notify the respective
Borrower and the Lenders thereof. Upon each Interest Determination Date with respect to any
Permitted Non-LIBOR-Based Alternate Currency Revolving Loan, the Administrative Agent shall
determine the respective Alternate Currency Non-LIBOR Rate for the respective Non-LIBOR-Based
Interest Period or Non-LIBOR-Based Interest Periods to be applicable to such Permitted
Non-LIBOR-Based Alternate Currency Revolving Loan and shall promptly notify the respective Borrower
and the Lenders thereof. Each such determination pursuant to this Section 1.09(n) shall, absent
manifest error, be final and conclusive and binding on all parties hereto.



1.10 Interest Periods. (a) At the time it gives any Notice of Borrowing or Notice of
Conversion in respect of the making of, or conversion into, any Euro Rate Loan (in the case of the
initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of
an Interest Period applicable to such Euro Rate Loan (in the case of any subsequent Interest
Period), the respective Borrower shall have the right to elect, by giving the Administrative Agent
notice thereof, the interest period (each, an “Interest Period”) applicable to such Euro
Rate Loan, which Interest Period shall, at the option of such Borrower, be (x) a one, two, three or
six month period or, if agreed to by each Lender participating in a Borrowing of such Euro Rate
Loan, a one-week period or (y) in the case of a Borrowing of Dollar Revolving Loans, a one-year
period if (but only if) agreed to by each Lender participating in such Borrowing,
provided that:




(i) all Euro Rate Loans comprising a single Borrowing shall at all times have the same
Interest Period;




(ii) the initial Interest Period for any Borrowing of Euro Rate Loans shall commence on
the date of such Borrowing (including, in the case of Dollar Loans, the date of any
conversion thereto from a Dollar Loan of a different Type) and each Interest Period
occurring thereafter in respect of such Borrowing of Euro Rate Loans shall commence on the
day on which the next preceding Interest Period applicable thereto expires;




(iii) if any Interest Period (other than an Interest Period of one week) for a Euro
Rate Loan begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period, such Interest Period shall end on the
last Business Day of such calendar month;




(iv) if any Interest Period for a Euro Rate Loan would otherwise expire on a day which
is not a Business Day, such Interest Period shall expire on the next succeeding Business
Day; provided, however, that if any Interest Period for a Euro Rate Loan
would otherwise expire on a day which is not a Business Day but is a day of the month after
which no further Business Day occurs in such month, such Interest Period shall expire on the
next preceding Business Day;




(v) unless the Required Lenders otherwise agree, no Interest Period may be selected at
any time when any Event of Default is in existence; and




(vi) no Interest Period in respect of any Borrowing of Euro Rate Loans shall be
selected which extends beyond the Maturity Date.



Prior to the termination of any Interest Period applicable to Alternate Currency Revolving
Loans maintained as Euro Rate Loans, the respective Alternate Currency Revolving Loan Borrower may,
at its option, designate that the respective Borrowing subject thereto be split into more than one
Borrowing (for purposes of electing multiple Interest Periods to be subsequently applicable
thereto), so long as each such Borrowing resulting from the action taken pursuant to this sentence
meets the relevant Minimum Borrowing Amount. If upon the expiration of any Interest Period
applicable to a Borrowing of Euro Rate Loans, the respective Borrower has failed to elect, or is
not permitted to elect, a new Interest Period to be applicable to such Euro Rate Loans as provided
above, such Borrower shall be deemed to have elected (x) if Eurodollar Loans, to convert such
Eurodollar Loans into Base Rate Loans and (y) if Alternate Currency Revolving Loans, to select a
one-month Interest Period for such Alternate Currency Revolving Loans, in either case effective as
of the expiration date of such current Interest Period.



(b) The interest period (each, a “Mexican Pesos Interest Period”) applicable to any
Mexican Pesos Revolving Loan shall be (x) in the case of the initial Mexican Pesos Interest Period
applicable thereto, the period beginning on (and including) the date of the Borrowing of such
Mexican Pesos Revolving Loan and ending on (but excluding, for purposes of calculating interest)
the last Business Day of the then current calendar month and (y) in the case of each subsequent
Mexican Pesos Interest Period for such Borrowing, the period beginning on (and including) the last
day of the preceding Mexican Pesos Interest Period and ending on (but excluding, for purposes of
calculating interest) the day that is 28 days thereafter, provided that:




(i) all Mexican Pesos Revolving Loans comprising a single Borrowing shall at all times
have the same Mexican Pesos Interest Period;




(ii) if any Mexican Pesos Interest Period for a Mexican Pesos Revolving Loan would
otherwise expire on a day which is not a Business Day, such Mexican Pesos Interest Period
shall expire on the next succeeding Business Day; provided, however, that if
any Mexican Pesos Interest Period for a Mexican Pesos Revolving Loan would otherwise expire
on a day which is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Mexican Pesos Interest Period shall expire on the
next preceding Business Day; and




(iii) no Mexican Pesos Interest Period in respect of any Borrowing of Mexican Pesos
Revolving Loans shall be selected which extends beyond the Maturity Date.



1.11 Increased Costs, Illegality, etc. (a) If any Lender (or, with respect to
clauses (i) and (iv) below, the Administrative Agent) shall have determined in good faith (which
determination shall, absent manifest error, be final and conclusive and binding upon all parties
hereto):




(i) on any Interest Determination Date that, by reason of any changes arising after the
Effective Date affecting the applicable interbank market, adequate and fair means do not
exist for ascertaining the applicable interest rate on the basis provided for in the
definition of the respective Euro Rate or Alternate Currency Non- LIBOR Rate, as the case
may be; or




(ii) at any time, that such Lender shall incur increased costs or reductions in the
amounts received or receivable hereunder with respect to any Euro Rate Loan or Permitted
Non-LIBOR-Based Alternate Currency Revolving Loan, as the case may be, because of (x) any
change arising after the Effective Date in any applicable law or governmental rule,
regulation, order, guideline or request (whether or not having the force of law) or in the
interpretation or administration thereof and including the introduction of any new law or
governmental rule, regulation, order, guideline or request, such as, for example, but not
limited to a change in official reserve requirements (except to the extent covered by
Section 1.11(d) in respect of Alternate Currency Revolving Loans or included in the
computation of the Eurodollar Rate) or any special deposit, assessment or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (or its applicable lending office) and/or (y) the Eurodollar Rate with respect to
any Eurodollar Loan not adequately and fairly reflecting the cost to such Lender of funding
such Eurodollar Loan; or




(iii) at any time after the Effective Date, that the making or continuance of any Euro
Rate Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving Loan has been made (x)
unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance
by any Lender in good faith with any governmental request (whether or not having the force
of law) or (z) impracticable as a result of a contingency occurring after the date of this
Agreement which materially and adversely affects the applicable interbank market; or




(iv) at any time that any Alternate Currency is not available in sufficient amounts to
fund any Borrowing of Alternate Currency Revolving Loans requested pursuant to Section 1.01;



then, and in any such event, such Lender (or the Administrative Agent, in the case of clause
(i) or (iv) above) shall promptly give notice (by telephone promptly confirmed in writing) to the
respective Borrower and, except in the case of clauses (i) and (iv) above, to the Administrative
Agent of such determination (which notice the Administrative Agent shall promptly transmit to each
of the other Lenders). Thereafter (w) in the case of clause (i) or (ii)(y) above, (A) if
Eurodollar Loans are so affected, Eurodollar Loans shall no longer be available until such time as
the Administrative Agent notifies the respective Dollar Revolving Loan Borrower and the Lenders
that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and
any Notice of Borrowing or Notice of Conversion given by the respective Dollar Revolving Loan
Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of
conversion) shall be deemed rescinded by the respective Dollar Revolving Loan Borrower, (B) if any
Alternate Currency Revolving Loan maintained as a Euro Rate Loan is so affected, the relevant Euro
Rate shall be determined on the basis provided in the proviso appearing in the definition of the
relevant Euro Rate, and (C) if any Alternate Currency Revolving Loan maintained as a Mexican Pesos
Revolving Loan is so affected, the TIIE Rate shall be determined on the basis provided in the
second proviso appearing in the definition of TIIE Rate, (x) in the case of clause (ii)(x) above,
the respective Borrower shall pay to such Lender, upon its written request therefor, such
additional amounts (in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Lender shall determine) as shall be required to compensate such
Lender for such increased costs or reductions in amounts received or receivable hereunder (a
written notice as to the additional amounts owed to such Lender, showing in reasonable detail the
basis for the calculation thereof, submitted to the respective Borrower by such Lender shall,
absent manifest error, be final and conclusive and binding on all the parties hereto), (y) in the
case of clause (iii) above, the respective Borrower shall take one of the actions specified in
Section 1.11(b) as promptly as possible and, in any event, within the time period required by law
and (z) in the case of clause (iv) above, Alternate Currency Revolving Loans (exclusive of
Alternate Currency Revolving Loans which have theretofore been funded) shall no longer be available
in the respective Alternate Currency or Alternate Currencies until such time as the Administrative
Agent notifies the Alternate Currency Revolving Loan Borrowers and the Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer exist, and any
Notice of Borrowing given by any Alternate Currency Revolving Loan Borrower with respect to such
Alternate Currency Revolving Loans which have not been incurred shall be deemed rescinded by the
respective Alternate Currency Revolving Loan Borrower.



(b) At any time that any Euro Rate Loan or Permitted Non-LIBOR-Based Alternate Currency
Revolving Loan is affected by the circumstances described in Section 1.11(a)(ii) or (iii), the
respective Borrower may (and in the case of a Euro Rate Loan or a Permitted Non-LIBOR-Based
Alternate Currency Revolving Loan affected by the circumstances described in Section 1.11(a)(iii)
shall) either (x) if the affected Euro Rate Loan or Permitted Non-LIBOR-Based Alternate Currency
Revolving Loan is then being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same
date that such Borrower was notified by the affected Lender or the Administrative Agent or (y) if
the affected Euro Rate Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving Loan is then
outstanding, upon at least three Business Days’ written notice to the Administrative Agent, (A) in
the case of a Eurodollar Loan, request the affected Lender to convert such Eurodollar Loan into a
Base Rate Loan (which conversion, in the case of the circumstances described in Section
1.11(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such
Eurodollar Loan (or such earlier date as shall be required by applicable law)) and (B) in the case
of an Alternate Currency Revolving Loan maintained as a Euro Rate Loan, repay such Alternate
Currency Revolving Loan in full, or a Permitted Non-LIBOR-Based Alternate Currency Revolving Loan;
provided that (i) if the circumstances described in Section 1.11(a)(iii) apply to any such
Alternate Currency Revolving Loan, the respective Alternate Currency Revolving Loan Borrower may,
in lieu of taking the actions described above, maintain such Alternate Currency Revolving Loan
outstanding, in which case the applicable Euro Rate or Alternate Currency Non-LIBOR Rate, as the
case may be, shall be determined on the basis provided (x) in the case of a Euro Rate Loan, in the
proviso appearing in the definition of the relevant Euro Rate, (y) in the case of a Mexican Pesos
Revolving Loan, in the second proviso appearing in the definition of TIIE Rate and (z) in the case
of any Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan, in the applicable
Non-LIBOR Based Alternate Currency Amendment, unless the maintenance of such Alternate Currency
Revolving Loan outstanding on such basis would not stop the conditions described in
Section 1.11(a)(iii) from existing (in which case the actions described above, without giving
effect to the proviso, shall be required to be taken) and (ii) if more than one Lender is affected
at any time as described above in this clause (b), then all affected Lenders must be treated the
same pursuant to this Section 1.11(b).



(c) If at any time after the Effective Date any Lender determines that the introduction of or
any change (which introduction or change shall have occurred after the Effective Date) in any
applicable law or governmental rule, regulation, order, guideline, directive or request (whether or
not having the force of law) concerning capital adequacy, or any change in interpretation or
administration thereof by the National Association of Insurance Commissioners (“NAIC”) or
any governmental authority, central bank or comparable agency, will have the effect of increasing
the amount of capital required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender’s Commitments hereunder or its
obligations hereunder, then the Corporation agrees to pay to such Lender, upon its written demand
therefor, such additional amounts as shall be required to compensate such Lender or such other
corporation for the increased cost to such Lender or such other corporation or the reduction in the
rate of return to such Lender or such other corporation as a result of such increase of capital.
In determining such additional amounts, each Lender will act reasonably and in good faith and will
use averaging and attribution methods which are reasonable, provided that such Lender’s
determination of compensation owing under this Section 1.11(c) shall, absent manifest error, be
final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any
additional amounts will be payable pursuant to this Section 1.11(c), will give prompt written
notice thereof to the Corporation, which notice shall show in reasonable detail the basis for
calculation of such additional amounts.



(d) If any Lender shall in good faith determine (which determination shall, absent manifest
error, be final and conclusive and binding on all parties hereto) at any time that such Lender is
required to maintain reserves (including, without limitation, any marginal, emergency,
supplemental, special or other reserves required by applicable law) which have been established by
any Federal, state, local or foreign court or governmental agency, authority, instrumentality or
regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding
office thereof) in respect of any Euro Rate Loans or any Permitted Non-LIBOR-Based Alternate
Currency Revolving Loan or any category of liabilities which includes deposits by reference to
which the interest rate on any Euro Rate Loan or Permitted Non-LIBOR-Based Alternate Currency
Revolving Loan is determined or any category of extensions of credit or other assets which includes
loans of the same or similar type as any Euro Rate Loans or Permitted Non-LIBOR-Based Alternate
Currency Revolving Loans, then, unless such reserves are already being charged for pursuant to
Section 1.11(a)(ii), such Lender shall promptly notify the respective Borrower or Borrowers in
writing specifying the additional amounts required to indemnify such Lender against the cost of
maintaining such reserves (such written notice to provide in reasonable detail a computation of
such additional amounts) and the respective Borrower or Borrowers shall, and shall be obligated to,
pay to such Lender such specified amounts as additional interest at the time that the respective
Borrower or Borrowers are otherwise required to pay interest in respect of such Euro Rate Loans or
Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, as the case may be, or, if later, on
written demand therefor by such Lender.



1.12 Compensation. The respective Borrower shall compensate each Lender, upon its
written request (which request shall set forth in reasonable detail the basis for requesting such
compensation), for all reasonable losses, expenses and liabilities (including, without limitation,
any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or
other funds required by such Lender to fund its Euro Rate Loans or Permitted Non-LIBOR-Based
Alternate Currency Revolving Loans, as the case may be, but excluding loss of anticipated profits)
which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a
Borrowing of, or conversion from or into, Euro Rate Loans or Permitted Non-LIBOR-Based Alternate
Currency Revolving Loans, as the case may be, does not occur on a date specified therefor in a
Notice of Borrowing or Notice of Conversion (whether or not rescinded or deemed rescinded pursuant
to Section 1.11(a) or (b)); (ii) if any repayment (including any repayment made pursuant to Section
4.01 or 4.02 or as a result of an acceleration of the Loans pursuant to Section 10) or conversion
of any Euro Rate Loans or Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, as the case
may be, occurs on a date which is not the last day of an Interest Period or Non-LIBOR-Based
Interest Period, as the case may be, with respect thereto; (iii) if any repayment (including any
repayment made pursuant to Section 4.01 or 4.02 or as a result of an acceleration of the Loans
pursuant to Section 10) of any Bankers’ Acceptance Loan occurs on a date which is not the maturity
date of the respective Bankers’ Acceptance; (iv) if any prepayment of any Euro Rate Loans,
Permitted Non-LIBOR-Based Alternate Currency Revolving Loans or Bankers’ Acceptance Loans is not
made on any date specified in a notice of prepayment given by the respective Borrower; or (v) as a
consequence of (x) any other default by the respective Borrower to repay its Loans when required by
the terms of this Agreement or any Note held by such Lender, (y) any election made pursuant to
Section 1.11(b) or (z) the replacement of any Lender pursuant to Section 1.14.



1.13 Lending Offices; Changes Thereto. (a)  Each Lender may at any time or from time
to time designate, by written notice to the Administrative Agent to the extent not already
reflected on Schedule II, one or more lending offices (which, for this purpose, may include
Affiliates of the respective Lender) for the various Loans made, and Letters of Credit participated
in, by such Lender (including by designating a separate lending office (or Affiliate) to act as
such with respect to Dollar Loans and Dollar Letter of Credit Outstandings versus Alternate
Currency Loans and Alternate Currency Letter of Credit Outstandings); provided that, for
designations made after the Initial Borrowing Date, (other than any such designation made in
connection with a reallocation pursuant to Section 13.12(e)) to the extent such designation shall
result in increased costs under Section 1.11, 2.06 or 4.04 in excess of those which would be
charged in the absence of the designation of a different lending office (including a different
Affiliate of the respective Lender), then the Borrowers shall not be obligated to pay such excess
increased costs (although the Borrowers, in accordance with and pursuant to the other provisions of
this Agreement, shall be obligated to pay the costs which would apply in the absence of such
designation and any subsequent increased costs of the type described above resulting from changes
after the date of the respective designation). Each lending office and Affiliate of any Lender
designated as provided above shall, for all purposes of this Agreement, be treated in the same
manner as the respective Lender (and shall be entitled to all indemnities and similar provisions in
respect of its acting as such hereunder).



(b) Each Lender agrees that on the occurrence of any event giving rise to the operation of
Section 1.11(a)(ii) or (iii), Section 1.11(c), Section 1.11(d), Section 2.06 or Section 4.04 with
respect to such Lender, it will, if requested by the applicable Borrower, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another lending office for
any Loans or Letters of Credit affected by such event, provided that such designation is
made on such terms that such Lender and its lending office suffer (as determined in such Lender’s
sole discretion) no economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of such Section. Nothing in this
Section 1.13 shall affect or postpone any of the obligations of any Borrower or the right of any
Lender provided in Sections 1.11, 2.06 and 4.04.



1.14 Replacement of Lenders. (x) If any Lender becomes a Defaulting Lender, (y) upon
the occurrence of an event giving rise to the operation of Section 1.11(a)(ii) or (iii), Section
1.11(c), Section 1.11(d), Section 2.06 or Section 4.04 with respect to any Lender which results in
such Lender charging to any Borrower increased costs in excess of those being generally charged by
the other Lenders or (z) in the case of the refusal by a Lender to consent to proposed changes,
waivers, discharges or terminations with respect to this Agreement which have been approved by the
Required Lenders as (and to the extent) provided in Section 13.12(b), the Corporation shall have
the right, if no Event of Default and no Specified Default will exist immediately after giving
effect to such replacement, to replace such Lender (the “Replaced Lender”) with one or more
other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such
replacement (collectively, the “Replacement Lender”) and each of whom shall be required to
be reasonably acceptable to the Administrative Agent and each Lender which at the time of such
replacement is an Issuing Bank with respect to one or more outstanding Letters of Credit;
provided that:




(i) any Replacement Lender in a replacement pursuant to this Section 1.14 (with each
such replacement being herein called a “Replacement”) shall be required to comply
with the requirements of Section 13.04(b) and at the time of any Replacement the Replacement
Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section
13.04(b) (and shall pay all fees payable pursuant to said Section 13.04(b)) pursuant to
which the Replacement Lender shall acquire all of the Commitments (and related
Sub-Commitments) and outstanding Loans of, and in each case participations in Letters of
Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced
Lender in respect thereof amounts (in the respective currencies in which such obligations
are denominated) equal to the sum of (I) the principal of (including, without limitation,
the Face Amount of Bankers’ Acceptance Loans), and all accrued interest on, all outstanding
Loans of the Replaced Lender, (II) all Unpaid Drawings that have been funded by (and not
reimbursed to) such Replaced Lender, together with all then unpaid interest with respect
thereto at such time and (III) all accrued, but theretofore unpaid, Fees owing to the
Replaced Lender pursuant to Section 3.01, (y) each Issuing Bank an amount (in the relevant
Applicable Currency) equal to such Replaced Lender’s Dollar Percentage and/or relevant
Alternate Currency RL Percentage, as applicable, of any Unpaid Drawing (which at such time
remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such
Replaced Lender to such Issuing Bank and (z) the Swingline Lender an amount equal to such
Replaced Lender’s Dollar Percentage of any Mandatory Borrowing to the extent such amount was
not theretofore funded by such Replaced Lender; and




(ii) all Obligations of the Borrowers due and owing to the Replaced Lender at such time
(other than those specifically described in clause (i) above in respect of which the
assignment purchase price has been, or is concurrently being, paid) shall be paid in full to
such Replaced Lender concurrently with such replacement.



Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this
Section 1.14, the Administrative Agent shall be entitled (but not obligated) and authorized to
execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such
Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement
Lender shall be effective for purposes of this Section 1.14 and Section 13.04. Upon the execution
of the respective Assignment and Assumption Agreements, the payment of amounts referred to in
clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative
Agent pursuant to Section 13.15 and, if so requested by the Replacement Lender, delivery to the
Replacement Lender of the appropriate Note or Notes executed by the respective Borrower, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 1.11, 1.12, 1.16, 2.06, 4.04, 12.06 and 13.01),
which shall survive as to such Replaced Lender. In connection with any replacement of Lenders
pursuant to, and as contemplated by, this Section 1.14, each of the Borrowers (other than the
Corporation) hereby irrevocably authorizes the Corporation to take all necessary action, in the
name of the various Borrowers, as described above in this Section 1.14 in order to effect the
replacement of the respective Lender or Lenders in accordance with the preceding provisions of this
Section 1.14.



1.15 Bankers’ Acceptance Provisions. (a) The parties hereto agree that the
provisions of Schedule III shall apply to all Bankers’ Acceptances and Bankers’ Acceptance Loans
created hereunder, and that the provisions of Schedule III shall be deemed incorporated by
reference into this Agreement as if such provisions were set forth in their entirety herein.



(b) Schedule 1.15(b) hereto contains a description of all bankers’ acceptances created and
issued pursuant to the Existing Credit Agreement and outstanding on the Effective Date (and setting
forth, with respect to each such bankers’ acceptance, (i) the name of the issuing lender, (ii) the
name of the account party, (iii) the stated amount (which shall be in Canadian Dollars) and (iv)
the expiry date). Each such bankers’ acceptance (each, an “Existing Bankers’ Acceptance”)
shall constitute a “Bankers’ Acceptance” for all purposes of this Agreement, created and issued,
for purposes of Section 1.01(b) and Schedule III hereto, on the Initial Borrowing Date.



1.16 European Monetary Union. The following provisions of this Section 1.16 shall
come into effect on and from the date on which the United Kingdom becomes a Participating Member
State. Each obligation under this Agreement which has been denominated in Pounds Sterling shall be
redenominated into Euros in accordance with the relevant EMU Legislation. However, if and to the
extent that the relevant EMU Legislation provides that an amount which is denominated in Pounds
Sterling can be paid by the debtor either in Euros or in Pounds Sterling, each party to this
Agreement shall be entitled to pay or repay any amount denominated or owing in Pounds Sterling
hereunder either in Euros or in Pounds Sterling. Without prejudice and in addition to any method
of conversion or rounding prescribed by any relevant EMU Legislation, (i) each reference in this
Agreement to a minimum amount (or an integral multiple thereof) in Pounds Sterling shall be
replaced by a reference to such reasonably comparable and convenient amount (or an integral
multiple thereof) in Euros as the Administrative Agent may from time to time specify and
(ii) except as expressly provided in this Section 1.16, this Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to time specify to be
necessary or appropriate to reflect the introduction of or changeover to Euros in the United
Kingdom, provided that this Section 1.16 shall not reduce or increase any actual or
contingent liability arising under this Agreement.



1.17 Special Provisions Regarding RL Lenders, Alternate Currency Revolving Loans and
Alternate Currency Letters of Credit. (a) On any date the Corporation may, at its option,
permanently reduce or terminate the Alternate Currency Revolving Loan Sub-Commitments relating to
one or more of the Alternate Currency Revolving Loan Sub-Tranches by written notice to the
Administrative Agent to such effect (specifying the aggregate amount of reductions to various
Alternate Currency Revolving Loan Sub-Commitments relating to each such Alternate Currency
Revolving Loan Sub-Tranche); provided that (i) no such reduction shall be made in an amount
which would cause the sum of (x) the Dollar Equivalent of the then outstanding aggregate principal
amount or Face Amount, as the case may be, of all Alternate Currency Revolving Loans under a given
Alternate Currency Revolving Loan Sub-Tranche plus (y) all Alternate Currency Letter of
Credit Outstandings relating to Alternate Currency Letters of Credit issued under the respective
Alternate Currency Revolving Loan Sub-Tranche, to exceed the aggregate Alternate Currency Revolving
Loan Sub-Commitments of the Alternate Currency RL Lenders in respect of such Alternate Currency
Revolving Loan Sub-Tranche (after giving effect to the respective reduction pursuant to this
Section 1.17(a)), (ii) each reduction pursuant to this clause (a) shall apply pro
rata to reduce the Alternate Currency Revolving Loan Sub-Commitments of the various
Alternate Currency RL Lenders in respect of such Alternate Currency Revolving Loan Sub-Tranche
(based upon the relative amounts of such Sub-Commitments), and (iii) except to the extent the
reduction to the Alternate Currency Revolving Loan Sub-Commitments pursuant to this Section 1.17(a)
is accompanied by a like reduction to the amount of the Total Revolving Loan Commitment pursuant to
Section 3.02, the amount of each RL Lender’s reduction to its Alternate Currency Revolving Loan
Sub-Commitments pursuant to this clause (a) shall result in a like increase to its Non-Alternate
Currency Revolving Loan Sub-Commitment.



(b) On the fifth Business Day after the occurrence of a Sharing Event, automatically (and
without the taking of any action) (x) all then outstanding Alternate Currency Revolving Loans
incurred by, and all Unpaid Drawings in respect of Alternate Currency Letters of Credit issued for
the account of, each Borrower shall be automatically converted into Dollar Revolving Loans
maintained in, or Unpaid Drawings owing in, Dollars (in an amount equal to the Dollar Equivalent of
the aggregate principal amount or Face Amount, as the case may be, of the respective Alternate
Currency Revolving Loans or Unpaid Drawings, as the case may be, on the date such Sharing Event
first occurred), which Dollar Revolving Loans or Unpaid Drawings shall (i) continue to be owed by
the respective Alternate Currency Revolving Loan Borrower obligated to repay or reimburse the
respective Alternate Currency Revolving Loan or Unpaid Drawing prior to such conversion and (ii) at
all times thereafter be deemed to be Base Rate Loans, and (y) all principal, accrued and unpaid
interest and other amounts owing with respect to such Revolving Loans and Unpaid Drawings (as so
converted) shall be immediately due and payable in Dollars (taking the Dollar Equivalent of the
principal, accrued and unpaid interest and other amounts of the Alternate Currency Revolving Loans
or Unpaid Drawings so converted). The occurrence of any conversion as provided above in this
Section 1.17(b) shall be deemed to constitute, for purposes of Section 1.12, a prepayment of
Alternate Currency Revolving Loans before the last day of any Interest Period relating thereto.



(c) On the date of the occurrence of a Sharing Event, each RL Lender shall (and hereby
unconditionally and irrevocably agrees to) purchase and sell for cash (in each case in Dollars)
undivided participating interests in the Revolving Loans outstanding to each Borrower in such
amounts so that each RL Lender shall have a share of the outstanding Revolving Loans then owing by
each Borrower equal to its RL Percentage thereof. Upon any such occurrence, the Administrative
Agent shall notify each RL Lender and shall specify the amount of Dollars required from such RL
Lender in order to effect the purchases and sales by the various RL Lenders of participating
interests in the amounts required above (together with accrued interest with respect to the period
from the last interest payment date through the date of the Sharing Event plus any additional
amounts payable by the respective Borrower pursuant to Section 4.04 hereof in respect of such
accrued but unpaid interest); provided that each RL Lender shall be deemed to have
purchased, automatically and without request, such participating interests. The foregoing
purchases shall be accomplished through purchases and sales of participations in the relevant
obligations as required above, and each RL Lender hereby agrees, at the request of the
Administrative Agent, to enter into customary participation agreements approved by the
Administrative Agent to effect the foregoing. Promptly upon receipt of such request, each RL
Lender shall deliver to the Administrative Agent (in immediately available funds in Dollars) the
net amounts as specified by the Administrative Agent. The Administrative Agent shall promptly
deliver the amounts so received to the various RL Lenders in such amounts as are needed to effect
the purchases and sales of participations as provided above. Promptly following receipt thereof,
each RL Lender which has sold participations in any of its Revolving Loans (through the
Administrative Agent) will deliver to each RL Lender (through the Administrative Agent) which has
so purchased a participating interest a participation certificate dated the date of receipt of such
funds and in such amount. It is understood that the amount of funds delivered by each RL Lender
shall be calculated on a net basis, giving effect to both the sales and purchases of participations
by the various RL Lenders as required above.



(d) Upon, and after, the occurrence of a Sharing Event (i) no further Credit Events shall be
made or shall occur, (ii) all amounts from time to time accruing with respect to, and all amounts
from time to time payable on account of, Alternate Currency Revolving Loans (including, without
limitation, any interest and other amounts which were accrued but unpaid on the date of such
Sharing Event) shall be payable in Dollars (taking the Dollar Equivalents of all such amounts on
the date of the occurrence of the respective Sharing Event, with all calculations after such
Sharing Event being made as if the respective such Alternate Currency Revolving Loan had originally
been made in Dollars) and shall be distributed by the Administrative Agent for the account of the
relevant RL Lenders (or their affiliates) which made such Revolving Loans or are participating
therein and (iii) the Revolving Loan Commitments (and the Alternate Currency Revolving Loan
Sub-Commitments and Non-Alternate Currency Revolving Loan Sub-Commitments) of the RL Lenders shall
be automatically terminated. Notwithstanding anything to the contrary contained above, the failure
of any RL Lender to purchase its participating interests in any extensions of credit upon the
occurrence of a Sharing Event shall not relieve any other RL Lender of its obligation hereunder to
purchase its participating interests in a timely manner, but no RL Lender shall be responsible for
the failure of any other RL Lender to purchase the participating interest to be purchased by such
other RL Lender on any date.



(e) If any amount required to be paid by any RL Lender pursuant to Section 1.17(c) is not paid
to the Administrative Agent within one Business Day following the date upon which such RL Lender
receives notice from the Administrative Agent of the amount of its participations required to be
purchased pursuant to said Section 1.17(c), such RL Lender shall also pay to the Administrative
Agent on demand an amount equal to the product of (i) the amount so required to be paid by such RL
Lender for the purchase of its participations multiplied by (ii) the daily average Federal
Funds Rate, during the period from and including the date of request for payment to but excluding
the date on which such payment is immediately available to the Administrative Agent multiplied
by (iii) a fraction, the numerator of which is the number of days that elapsed during such
period and the denominator of which is 360. If any such amount required to be paid by any RL
Lender pursuant to Section 1.17(c) is not in fact made available to the Administrative Agent within
three Business Days following the date upon which such RL Lender receives notice from the
Administrative Agent as to the amount of participations required to be purchased by it, the
Administrative Agent shall be entitled to recover from such RL Lender on demand, such amount with
interest thereon calculated from such request date at the rate per annum applicable to Dollar
Revolving Loans maintained as Base Rate Loans hereunder. A certificate of the Administrative Agent
submitted to any RL Lender with respect to any amounts payable under this Section 1.17 shall be
conclusive in the absence of manifest error. Amounts payable by any RL Lender pursuant to this
Section 1.17 shall be paid to the Administrative Agent for the account of the relevant RL Lenders;
provided that, if the Administrative Agent (in its sole discretion) has elected to fund on
behalf of such RL Lender the amounts owing to such RL Lenders, then the amounts shall be paid to
the Administrative Agent for its own account.



(f) Whenever, at any time after the relevant RL Lenders have received from any RL Lenders
purchases of participations in any Revolving Loans pursuant to this Section 1.17, the various RL
Lenders receive any payment on account thereof, such RL Lenders will distribute to the
Administrative Agent, for the account of the various RL Lenders participating therein, such RL
Lenders’ participating interests in such amounts (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such participations were outstanding) in like
funds as received; provided, however, that if such payment received by any RL
Lenders is required to be returned, the RL Lenders who received previous distributions in respect
of their participating interests therein will return to the respective RL Lenders any portion
thereof previously so distributed to them in like funds as such payment is required to be returned
by the respective RL Lenders.



(g) Each RL Lender’s obligation to purchase participating interests pursuant to this Section
1.17 shall be absolute and unconditional and shall not be affected by any circumstance including,
without limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such RL
Lender may have against any other RL Lender, the relevant Borrower or any other Person for any
reason whatsoever, (b) the occurrence or continuance of an Event of Default, (c) any adverse change
in the condition (financial or otherwise) of any Borrower or any other Person, (d) any breach of
this Agreement by any Borrower or any Lender or any other Person, or (e) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.



(h) All determinations by the Administrative Agent pursuant to this Section 1.17 shall be made
by it in accordance with the provisions herein and with the intent being to equitably share the
credit risk for all Revolving Loans, Swingline Loans and Letters of Credit hereunder in accordance
with the provisions hereof. Absent manifest error, all determinations by the Administrative Agent
hereunder shall be binding on the Borrowers and each of the Lenders. The Administrative Agent
shall have no liability to any Borrower or any Lender hereunder for any determinations made by it
hereunder (other than any determination as to the existence of a Sharing Event), except to the
extent resulting from the Administrative Agent’s gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable decision).



(i) Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any
purchase of participations as required above in this Section 1.17 or, after the occurrence of a
Sharing Event, pursuant to Section 1.01(c) or 2.04, (i) each RL Lender which has purchased such
participations shall be entitled to receive from the relevant Borrower any increased costs and
indemnities (including, without limitation, pursuant to Sections 1.11, 1.12, 1.16, 2.06 and 4.04)
directly from such Borrower to the same extent as if such RL Lender which has purchased such
participations were the direct Lender as opposed to a participant therein, which increased costs
shall be calculated without regard to Section 1.13, Section 13.04(a) or the last sentence of
Section 13.04(b) and (ii) each RL Lender which has sold such participations shall be entitled to
receive from the relevant Borrower indemnification from and against any and all taxes imposed as a
result of the sale of the participations pursuant to this Section 1.17. The Borrowers acknowledge
and agree that, upon the occurrence of a Sharing Event and after giving effect to the requirements
of this Section 1.17, increased Taxes may be owing by them pursuant to Section 4.04, which Taxes
shall be paid (to the extent provided in Section 4.04) by the respective Borrowers, without any
claim that the increased Taxes are not payable because same resulted from the participations
effected as otherwise required by this Section 1.17.



1.18 Special Provisions Applicable to the Total Canadian Dollar Revolving Loan
Sub-Commitment. (a)  Notwithstanding anything to the contrary contained in this Agreement, the
parties hereto agree that (i) the Total Canadian Dollar Revolving Loan Sub-Commitment, shall be
fixed on a quarterly basis in accordance with this Section; (ii) in no event shall the Total
Canadian Dollar Revolving Loan Sub-Commitment exceed the sum of the Alternate Currency Revolving
Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to Canadian Dollars as
then in effect (after giving effect to any reductions or increases to such Alternate Currency
Revolving Loan Sub-Commitments from time to time, including pursuant to Sections 1.17, 1.18(b),
1.19, 3.02, 3.03, 10 and/or 13.12(e) or (f)); (iii) in no event shall the Canadian Dollar Revolving
Loan Sub-Commitment for any Alternate Currency RL Lender exceed the amount set forth opposite such
Alternate Currency RL Lender’s name in Schedule I-B directly below the column entitled “Canadian
Dollar Revolving Loan Sub-Commitment,” as the same may be (x) reduced from time to time pursuant to
Sections 1.17, 1.18(b), 3.02, 3.03, 10, 13.12(e)(II) and/or 13.12(f), (y) increased from time to
time pursuant to Sections 1.19 and/or 13.12(e)(I) or (z) further adjusted from time to time as a
result of assignments to or from such Lender pursuant to Section 1.14 or 13.04(b); (iv) at no time
shall any Borrower be permitted to request an extension of credit pursuant to the Total Revolving
Loan Commitment (whether in the form of Revolving Loans or Swingline Loans or Competitive Bid Loans
or Letter of Credit Outstandings) and no such credit shall be made available if, after giving
effect thereto, the sum of the aggregate principal amount (taking the Dollar Equivalent of the
principal amount of Alternate Currency Revolving Loans made available in currencies other than
Dollars and Canadian Dollars) of outstanding Revolving Loans (excluding for this purpose Canadian
Dollar Revolving Loans), Swingline Loans and Competitive Bid Loans (taking the Dollar Equivalent of
the principal amount of Alternate Currency Competitive Bid Loans) and the amount of Letter of
Credit Outstandings (exclusive of Letter of Credit Outstandings relating to Alternate Currency
Letters of Credit denominated in Canadian Dollars) at such time would exceed an amount equal to the
Total Revolving Loan Commitment as then in effect less the Total Canadian Dollar Revolving
Loan Sub-Commitment as then in effect; (v) at no time shall any Alternate Currency Revolving Loan
Borrower be permitted to request an extension of credit in the form of Canadian Dollar Revolving
Loans or Letters of Credit denominated in Canadian Dollars if, after giving effect thereto, the sum
of (x) the aggregate principal (and Face Amount, as applicable) of outstanding Canadian Dollar
Revolving Loans (for this purpose, using the Dollar Equivalent of the principal and/or Face Amount,
as appropriate, of Canadian Dollar Revolving Loans) plus (y) the amount of Alternate
Currency Letter of Credit Outstandings relating to Alternate Currency Letters of Credit denominated
in Canadian Dollars, would at any time exceed the Total Canadian Dollar Revolving Loan
Sub-Commitment; and (vi) the Canadian Dollar Revolving Loan Sub-Commitment for any Alternate
Currency RL Lender at any time shall be an amount equal to its pro rata share of
the Total Canadian Dollar Revolving Loan Sub-Commitment at such time determined on the basis of the
Alternate Currency RL Percentages of the various Alternate Currency RL Lenders in respect of such
Alternate Currency Revolving Loan Sub-Tranche.



(b) The Corporation, not more than 30 days and not less than 5 Business Days prior to the last
day of each calendar quarter, shall give written notice to the Administrative Agent either (x)
requesting an adjustment effective as of the first Business Day of the immediately following
calendar quarter (each such date, an “Adjustment Date”) to the amount of the Total Canadian
Dollar Revolving Loan Sub-Commitment; or (y) confirming that there will be no adjustments to the
amount available under the Total Canadian Dollar Revolving Loan Sub-Commitment; provided
that (i) no reduction to the amount of the Total Canadian Dollar Revolving Loan Sub-Commitment may
be made if, after giving effect to any such reduction, the Total Canadian Dollar Revolving Loan
Sub-Commitment would be less than the sum of (x) the aggregate Face Amount of all Bankers’
Acceptance Loans and the principal amount of all Canadian Prime Rate Loans (for this purpose, using
the Dollar Equivalent of the Face Amounts or principal amounts thereof) then outstanding (other
than any such Canadian Dollar Revolving Loans which will be repaid in full on or before the
respective Adjustment Date) plus (y) the amount of Alternate Currency Letter of Credit
Outstandings relating to Alternate Currencies denominated in Canadian Dollars; and (ii) the failure
by the Corporation to deliver any such written notice (or the delivery by the Corporation of any
such notice which does not comply with the requirements contained in this Section) to the
Administrative Agent within the period required above will be deemed to be delivery by the
Corporation to the Administrative Agent of a written notice that there will be no adjustment to the
Total Canadian Dollar Revolving Loan Sub-Commitment. If any adjustment is made on an Adjustment
Date as described in this Section, then on the respective Adjustment Date all repayments and/or
cash collateralizations required by this Section and Section 4.02(a) shall be made on such date to
the extent required as a result of such adjustments and in manner provided in Section 4.02.



(c) In connection with any loans, repayments and/or cash collateralizations made as a result
of adjustments to the Total Canadian Dollar Revolving Loan Sub-Commitment and the Canadian Dollar
Revolving Loan Sub-Commitment for any Alternate Currency RL Lender as requested above, then, so
long as arrangements satisfactory to the Administrative Agent are made for the repayment of all
amounts which will be due on the respective Adjustment Date as a result thereof, loans shall be
permitted to be requested by the Borrowers as a result of any change in the amount of the Total
Canadian Dollar Revolving Loan Sub-Commitments on such date (subject to satisfaction of the other
terms and conditions of this Agreements), so long as arrangements satisfactory to the
Administrative Agent are made so that, by the time required by Section 4.03, all payments will be
made by the Borrowers on such Adjustment Date as a result of any change in the amount of the Total
Canadian Dollar Revolving Loan Sub-Commitment, on such date. It is understood and agreed that the
Administrative Agent shall have no liability to any Lender if the payments contemplated above in
this Section are not actually made on the Adjustment Date, and that any failure to make the
payments required to be made on an Adjustment Date pursuant to this Section or Section 4.02(a)
shall constitute an Event of Default in accordance with the terms of Section 10.01.



1.19 Incremental Revolving Loan Commitments. (a) So long as the Incremental
Revolving Loan Commitment Requirements are satisfied at the time of the delivery of the request
referred to below, the Corporation shall have the right at any time and from time to time and upon
at least 5 Business Days’ prior written notice to the Administrative Agent, to request on one or
more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders
as provided below) provide Incremental Revolving Loan Commitments (and related Incremental
Alternate Currency Revolving Loan Sub-Commitments with respect to one or more Alternate Currency
Revolving Loan Sub-Tranches) and, subject to the applicable terms and conditions contained in this
Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i)
no Lender shall be obligated to provide an Incremental Revolving Loan Commitment (or a related
Incremental Alternate Currency Revolving Loan Sub-Commitment) as a result of any such request by
the Corporation, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion
to provide an Incremental Revolving Loan Commitment (and any related Incremental Alternate Currency
Revolving Loan Sub-Commitment) and executed and delivered to the Administrative Agent an
Incremental Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of
this Section 1.19 and (y) the other conditions set forth in Section 1.19(b) shall have been
satisfied, such Lender shall not be obligated to fund any Revolving Loans in excess of its
Revolving Loan Commitment (or any Alternate Currency Revolving Loans under a given Alternate
Currency Revolving Loan Sub-Tranche in excess of its Alternate Currency Revolving Loan
Sub-Commitment relating to such Alternate Currency Revolving Loan Sub-Tranche), in each case as in
effect prior to giving effect to such Incremental Revolving Loan Commitment (and any related
Incremental Alternate Currency Revolving Loan Sub-Commitment) provided pursuant to this Section
1.19, (iii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other
Person which will qualify as an Eligible Transferee) may so provide an Incremental Revolving Loan
Commitment (and any related Incremental Alternate Currency Revolving Loan Sub-Commitment) without
the consent of any other Lender (other than the Administrative Agent in the circumstances
contemplated by the definition of Incremental Revolving Loan Commitment Requirements), (iv) each
provision of Incremental Revolving Loan Commitments (and any related Incremental Alternate Currency
Revolving Loan Sub-Commitment) on a given date pursuant to this Section 1.19 shall be in a minimum
aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vii)
below, Eligible Transferees who will become Lenders)) of at least $10,000,000 and in integral
multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Incremental Revolving
Loan Commitments permitted to be provided pursuant to this Section 1.19 shall not exceed
$375,000,000, (vi) the aggregate amount of all Incremental Alternate Currency Revolving Loan
Sub-Commitments permitted to be provided pursuant to this Section 1.19, when combined with any and
all increases pursuant to Section 13.12(e)(I) to Alternate Currency Revolving Loan Sub-Commitments
relating to each Alternate Currency Revolving Loan Sub-Tranche in excess of the relevant Alternate
Currency Revolving Loan Sub-Commitment Sub-Limit (for this purposes, determined without regard to
the proviso in the definition thereof) for the respective Alternate Currency Revolving Loan
Sub-Tranche, shall not exceed $150,000,000, (vii) if after the Corporation has requested the then
existing Lenders (other than Defaulting Lenders) to provide Incremental Revolving Loan Commitments
(and related Incremental Alternate Currency Revolving Loan Sub-Commitments, if applicable) pursuant
to this Section 1.19, the Corporation has not received Incremental Revolving Loan Commitments (and
related Incremental Alternate Currency Revolving Loan Sub-Commitments, if applicable) in an
aggregate amount equal to that amount of the Incremental Revolving Loan Commitments (and related
Incremental Alternate Currency Revolving Loan Sub-Commitments, if applicable) which the Corporation
desires to obtain pursuant to such request (as set forth in the notice provided by the Corporation
as provided below), then the Corporation may request Incremental Revolving Loan Commitments (and
related Incremental Alternate Currency Revolving Loan Sub-Commitments, if applicable) from Persons
reasonably acceptable to the Administrative Agent and each Issuing Bank which would qualify as
Eligible Transferees hereunder in an aggregate amount equal to such deficiency, in any such case on
terms which are no more favorable to such Eligible Transferee in any respect than the terms offered
to the Lenders, provided that any such Incremental Revolving Loan Commitments (and any
related Incremental Alternate Currency Revolving Loan Sub-Commitments) provided by any such
Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible
Transferee) of at least $5,000,000, (viii) no Incremental Alternate Currency Revolving Loan
Sub-Commitment with respect to a Permitted Non-LIBOR-Based Alternate Currency shall be provided
pursuant to this Section 1.19 without the consent of the Administrative Agent, and (ix) all actions
taken by the Corporation (and any Alternate Currency Revolving Loan Borrower) pursuant to this
Section 1.19 shall be done in coordination with the Administrative Agent.



(b) In connection with the Incremental Revolving Loan Commitments (and any related Incremental
Alternate Currency Revolving Loan Sub-Commitments) to be provided pursuant to this Section 1.19,
(i) the Corporation, any relevant Alternate Currency Revolving Loan Borrower (in the case of any
Incremental Alternate Currency Revolving Loan Sub-Commitments to be provided pursuant to this
Section 1.19), the Administrative Agent and each such Lender or other Eligible Transferee (each, an
“Incremental RL Lender”) which agrees to provide an Incremental Revolving Loan Commitment
(and any related Incremental Alternate Currency Revolving Loan Sub-Commitments) shall execute and
deliver to the Administrative Agent an Incremental Revolving Loan Commitment Agreement
substantially in the form of Exhibit J (appropriately completed), with the effectiveness of such
Incremental RL Lender’s Incremental Revolving Loan Commitment (and any related Incremental
Alternate Currency Revolving Loan Sub-Commitments) to occur upon delivery of such Incremental
Revolving Loan Commitment Agreement to the Administrative Agent, the payment of any fees required
in connection therewith (including, without limitation, any agreed upon up-front or arrangement
fees owing to the Administrative Agent) and the satisfaction of the other conditions in this
Section 1.19(b) to the reasonable satisfaction of the Administrative Agent, (ii) the Incremental
Revolving Loan Commitment Requirements and any other conditions precedent agreed to by the
Corporation that may be set forth in the respective Incremental Revolving Loan Commitment Agreement
shall have been satisfied, and (iii) the Corporation shall deliver to the Administrative Agent an
opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent,
from counsel to the Credit Parties reasonably satisfactory to the Administrative Agent and dated
such date, covering such of the matters set forth in the opinions of counsel delivered to the
Administrative Agent on the Initial Borrowing Date pursuant to Section 5.02 as may be reasonably
requested by the Administrative Agent, and such other matters as the Administrative Agent may
reasonably request. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Incremental Revolving Loan Commitment Agreement, and at such time (i) the
Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased
by the aggregate amount of such Incremental Revolving Loan Commitments, (ii) the Total Alternate
Currency Revolving Loan Sub-Commitment under, and for all purposes of, this Agreement shall be
increased by the aggregate amount of any Incremental Alternate Currency Revolving Loan
Sub-Commitments made available under the respective Incremental Revolving Loan Commitment
Agreement, (iii) each Alternate Currency Revolving Loan Sub-Commitment of the respective
Incremental RL Lender relating to any relevant Incremental Alternate Currency Revolving Loan
Sub-Commitment made available under the respective Incremental Revolving Loan Commitment Agreement
under, and for all purposes of, this Agreement shall be increased by the amount of such Incremental
Alternate Currency Revolving Loan Sub-Commitment, (iv) Schedule I shall be deemed modified to
reflect the revised Revolving Loan Commitments (and related Alternate Currency Revolving Loan
Sub-Commitments, if applicable) of the affected Lenders and (v) to the extent requested by any
Incremental RL Lender, the relevant Notes will be issued at the Corporation’s expense, to such
Incremental RL Lender, to be in conformity with the requirements of Section 1.06 (with appropriate
modification) to the extent needed to reflect the increases to the Revolving Loan Commitments (and
any related Alternate Currency Revolving Loan Sub-Commitments) of such Incremental RL Lender
contemplated hereby.



(c) In connection with any provision of Incremental Revolving Loan Commitments pursuant to
this Section 1.19, the Lenders and the Borrowers hereby agree that, notwithstanding anything to the
contrary contained in this Agreement, (i) the relevant Borrowers shall, in coordination with the
Administrative Agent, (x) repay outstanding Dollar Revolving Loans and/or Alternate Currency
Revolving Loans under certain Alternate Currency Revolving Loan Sub-Tranches owing to certain RL
Lenders, and incur additional Dollar Revolving Loans and/or Alternate Currency Revolving Loans
under certain Alternate Currency Revolving Loan Sub-Tranches from certain other RL Lenders
(including the Incremental RL Lenders) or (y) take such other actions as may be reasonably required
by the Administrative Agent (including by requiring new Dollar Revolving Loans or Alternate
Currency Revolving Loans pursuant to a given Alternate Currency Revolving Loan Sub-Tranche to be
incurred and added to then outstanding Borrowings of the respective such Loans, even though as a
result thereof such new Loans (to the extent required to be maintained as Euro Rate Loans) may have
a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in
each case to the extent necessary so that (I) all of the RL Lenders effectively participate in each
outstanding Borrowing of Dollar Revolving Loans pro rata on the basis of their
Dollar Percentages (determined after giving effect to any increase in the Total Revolving Loan
Commitment (and any increase in the Non-Alternate Currency Revolving Loan Sub-Commitments and the
Alternate Currency Revolving Loan Sub-Commitments of the Incremental RL Lenders) pursuant to this
Section 1.19) and (II) all Alternate Currency RL Lenders with a given Alternate Currency Revolving
Loan Sub-Commitment effectively participate in each outstanding Borrowing of Alternate Currency
Revolving Loans under the related Alternate Currency Revolving Loan Sub-Tranche
pro rata on the basis of their Alternate Currency RL Percentages relating to such
Alternate Currency Revolving Loan Sub-Tranche (determined after giving effect to any increase in
the Total Revolving Loan Commitment (and any increase in the Non-Alternate Currency Revolving Loan
Sub-Commitments and the Alternate Currency Revolving Loan Sub-Commitments of the Incremental RL
Lenders) pursuant to this Section 1.19), (ii) the Corporation shall pay (or cause to be paid) to
the respective RL Lenders any costs of the type referred to in Section 1.12 in connection with any
repayment and/or Borrowing required pursuant to preceding clause (i) and (iii) to the extent Dollar
Revolving Loans or Alternate Currency Revolving Loans pursuant to a given Alternate Currency
Revolving Loan Sub-Tranche are to be so incurred or added to the then outstanding Borrowings of the
respective such Loans which are maintained as Euro Rate Loans, the Lenders that have made such
Loans shall be entitled to receive from the Borrowers such amounts, as reasonably determined by the
respective Lenders, to compensate them for funding the various Revolving Loans during an existing
Interest Period (rather than at the beginning of the respective Interest Period, based upon rates
then applicable thereto). In coordinating the actions to be taken pursuant to this Section
1.19(c), the Administrative Agent shall act with an eye towards minimizing (but no express
obligation to minimize) costs to the Borrowers. All determinations by any Lender pursuant to
clause (iii) of the second preceding sentence shall, absent manifest error, be final and conclusive
and binding on all parties hereto.



SECTION 2. Letters of Credit.



2.01 Letters of Credit. (a) Subject to and upon the terms and conditions set forth
herein, any Dollar Revolving Loan Borrower (in the case of any Dollar Letter of Credit) and any
Alternate Currency Revolving Loan Borrower (in the case of any Alternate Currency Letter of Credit)
may request that the applicable Issuing Bank for the requested Letter of Credit (as provided in the
definition of “Issuing Bank”) issue, at any time and from time to time on and after the Initial
Borrowing Date and prior to the tenth Business Day prior to the Maturity Date (or the 30th day
prior to the Maturity Date in the case of Trade Letters of Credit), for the account of such Account
Party and for the benefit of (x) any holder (or any trustee, agent or other similar representative
for any such holders) of L/C Supportable Obligations of such Account Party or any of its
Subsidiaries, an irrevocable sight standby letter of credit, in a form customarily used by such
Issuing Bank or in such other form as has been approved by such Issuing Bank (each such standby
letter of credit, a “Standby Letter of Credit”) in support of such L/C Supportable
Obligations and (y) sellers of goods, materials and services used in the ordinary course of
business of such Account Party or any of its Subsidiaries an irrevocable sight commercial letter of
credit in a form customarily used by such Issuing Bank or in such other form as has been approved
by such Issuing Bank (each such commercial letter of credit, a “Trade Letter of Credit,”
and each such Trade Letter of Credit and each Standby Letter of Credit, a “Letter of
Credit”) in support of commercial transactions of the Corporation and its Subsidiaries. Each
Letter of Credit shall constitute either (x) a Dollar Letter of Credit, in which case such Letter
of Credit shall be denominated in Dollars and shall be issued for the account of a Dollar Revolving
Loan Borrower or (y) an Alternate Currency Letter of Credit, in which case such Letter of Credit
shall be denominated in an Alternate Currency and shall be issued for the account of an Alternate
Currency Revolving Loan Borrower.



(b) Each Issuing Bank hereby agrees that it will (subject to the terms and conditions
contained herein), at any time and from time to time on and after the Initial Borrowing Date and
prior to the tenth Business Day prior to the Maturity Date (or the 30th day prior to the Maturity
Date in the case of Trade Letters of Credit), following its receipt of the respective Letter of
Credit Request, issue for the account of the respective Account Party, subject to the terms and
conditions of this Agreement, one or more Letters of Credit (x) in the case of Standby Letters of
Credit, in support of such L/C Supportable Obligations of such Account Party or any of its
Subsidiaries as are permitted to remain outstanding without giving rise to a Default or an Event of
Default and (y) in the case of Trade Letters of Credit, in support of sellers of goods or materials
used in the ordinary course of business of such Account Party or any of its Subsidiaries as
referenced in Section 2.01(a), provided that the respective Issuing Bank shall be under no
obligation to issue any Letter of Credit of the types described above if at the time of such
issuance:




(i) any order, judgment or decree of any governmental authority or arbitrator shall
purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of
Credit or any requirement of law applicable to such Issuing Bank or any request or directive
(whether or not having the force of law) from any governmental authority with jurisdiction
over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the
issuance of letters of credit generally or such Letter of Credit in particular or shall
impose upon such Issuing Bank with respect to such Letter of Credit any restriction or
reserve or capital requirement (for which such Issuing Bank is not otherwise compensated)
not in effect on the date hereof, or any unreimbursed loss, cost or expense which was not
applicable, in effect or known to such Issuing Bank as of the date hereof and which such
Issuing Bank reasonably and in good faith deems material to it; or




(ii) such Issuing Bank shall have received a Stop Issue Notice from the Administrative
Agent prior to the issuance of such Letter of Credit.



(c) Schedule 2.01(c) hereto contains a description of all letters of credit issued pursuant to
the Existing Credit Agreement and outstanding on the Effective Date (and setting forth, with
respect to each such letter of credit, (i) the name of the issuing lender, (ii) the letter of
credit number, (iii) the name(s) of the account party or account parties, (iv) the stated amount
(which shall be in U.S. Dollars), (v) the name of the beneficiary, (vi) the expiry date and
(vii) whether such letter of credit constitutes a standby letter of credit or a trade letter of
credit). Each such letter of credit, including any extension or renewal thereof (each, as amended
from time to time in accordance with the terms thereof and hereof, an “Existing Letter of
Credit”) shall constitute a “Letter of Credit”, a “Dollar Letter of Credit” and a “Standby
Letter of Credit” or a “Trade Letter of Credit”, as the case may be, for all purposes of this
Agreement, issued, for purposes of Section 2.05(a), on the Initial Borrowing Date. Any Lender
hereunder which has issued an Existing Letter of Credit shall constitute an “Issuing Bank” for all
purposes of this Agreement.



2.02 Maximum Letter of Credit Outstandings; Final Maturities; etc. (a)
Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall
be issued the Stated Amount of which, when added to the Letter of Credit Outstandings at such time,
would exceed $350,000,000, (ii) no Alternate Currency Letter of Credit shall be issued if, after
giving effect thereto, the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000
at such time, (iii) no Alternate Currency Letter of Credit denominated in a given Other Permitted
LIBOR-Based Alternate Currency shall be issued if, after giving effect thereto, the Aggregate Other
Permitted LIBOR-Based Alternate Currency Revolving Credit Exposure with respect to such Other
Permitted LIBOR-Based Alternate Currency would exceed $50,000,000 at such time, (iv) no Alternate
Currency Letter of Credit denominated in a given Permitted Non-LIBOR-Based Alternate Currency shall
be issued if, after giving effect thereto, the Aggregate Permitted Non-LIBOR-Based Alternate
Currency Revolving Credit Exposure with respect to such Permitted Non-LIBOR-Based Alternate
Currency would exceed $50,000,000 at such time, (v) no Letter of Credit shall be issued if, after
giving effect thereto, (x) the Individual Revolving Credit Exposure of any Lender would exceed its
Revolving Loan Commitment as then in effect or (y) the Aggregate Revolving Credit Exposure would
exceed the Total Revolving Loan Commitment as then in effect, (vi) no Alternate Currency Letter of
Credit denominated in a given Alternate Currency and issued under a given Alternate Currency
Revolving Loan Sub-Tranche shall be issued if, after giving effect thereto, the Individual
Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of any Alternate Currency RL
Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to such Alternate Currency
Revolving Loan Sub-Tranche would exceed such Alternate Currency Revolving Loan Sub-Commitment of
such Alternate Currency RL Lender at such time, (vii) each Letter of Credit shall by its terms
terminate (A) in the case of Standby Letters of Credit, on or before the earlier of (x) the date
which occurs 12 months after the date of the issuance thereof (although any such Standby Letter of
Credit may be extendible for successive periods of up to 12 months, but not beyond the tenth
Business Day prior to the Maturity Date, on terms acceptable to the Issuing Bank thereof) and (y)
the tenth Business Day prior to the Maturity Date and (B) in the case of Trade Letters of Credit,
on or before the earlier of (x) the date which occurs 180 days after the date of issuance thereof
and (y) 30 days prior to the Maturity Date, and (viii) the Stated Amount of each Letter of Credit
shall be no less than $100,000 (or, in the case of an Alternate Currency Letter of Credit, the
Dollar Equivalent thereof), or such lesser amount as is acceptable to the respective Issuing Bank.



(b) Notwithstanding the foregoing, if a Lender Default exists with respect to any RL Lender,
an Issuing Bank shall not be required to issue, renew, extend or amend any Letter of Credit
requested to be issued, renewed, extended or amended by it unless such Issuing Bank has entered
into arrangements satisfactory to it and the Corporation to eliminate such Issuing Bank’s risk with
respect each Defaulting Lender’s participation in Letters of Credit issued by such Issuing Bank
(which arrangements are hereby consented to by the Lenders), including by cash collateralizing each
Defaulting Lender’s RL Percentage of the Letter of Credit Outstandings with respect to such Letters
of Credit (such arrangements, the “Letter of Credit Back-Stop Arrangements”).



2.03 Letter of Credit Requests; Notices of Issuance. (a)  Whenever an Account Party
desires that a Letter of Credit be issued for its account, such Account Party shall give the
Administrative Agent and the respective Issuing Bank written notice thereof prior to 1:00 P.M. (New
York time) at least five Business Days’ (or such shorter period as is acceptable to the respective
Issuing Bank) prior to the proposed date of issuance (which shall be a Business Day). Each notice
shall be in the form of Exhibit D (each, a “Letter of Credit Request”).



(b) The making of each Letter of Credit Request shall be deemed to be a representation and
warranty by the respective Account Party that (i) such Letter of Credit may be issued in accordance
with, and will not violate the requirements of, Section 2.02 and (ii) all of the applicable
conditions set forth in Sections 5 and 6 shall be met at the time of such issuance. Unless the
respective Issuing Bank has received notice from the Administrative Agent, whether on its own
initiative or at the direction of the Required Lenders, before it issues a Letter of Credit that
one or more of the conditions specified in Section 5 are not satisfied on the Initial Borrowing
Date or Section 6 are not then satisfied, or that the issuance of such Letter of Credit would
violate Section 2.02 (any such notice, a “Stop Issue Notice”), then such Issuing Bank may
issue the requested Letter of Credit for the account of the respective Account Party in accordance
with such Issuing Bank’s usual and customary practices. Upon the issuance of or amendment to any
Standby Letter of Credit, the respective Issuing Bank shall promptly notify the Administrative
Agent and the respective Account Party, in writing, of such issuance or amendment, and such
notification shall be accompanied by a copy of the issued Standby Letter of Credit or amendment
thereto. Upon receipt of such notice, the Administrative Agent shall notify the RL Lenders, in
writing, of such issuance or amendment, as the case may be, and if so requested by any RL Lender,
the Administrative Agent shall provide such RL Lender with a copy of the Standby Letter of Credit
so issued or such amendment, as the case may be. For Trade Letters of Credit issued by an Issuing
Bank (other than the Administrative Agent), such Issuing Bank will send to the Administrative Agent
by facsimile transmission, promptly on the first Business Day of each week, the daily aggregate
Stated Amount of Trade Letters of Credit issued by such Issuing Bank and outstanding during the
preceding week. The Administrative Agent shall deliver to each RL Lender, after each calendar
month end and upon each payment of the Letter of Credit Fee, a report setting forth for the
relevant period the daily aggregate Stated Amount of all outstanding Trade Letters of Credit during
such period.



(c) On a monthly and quarterly basis, each Issuing Bank shall, following the request of the
Corporation, deliver as a courtesy to the Corporation a report (printed on the letterhead of such
Issuing Bank and transmitted in a non-modifiable format, such as .pdf or facsimile) reflecting all
outstanding Letters of Credit issued by such Issuing Bank as of the last day of the applicable
fiscal month or fiscal quarter, as the case may be; provided no Issuing Bank shall have any
liability to the Corporation or any of its Subsidiaries for failure to deliver such report in
accordance with this Section 2.03(c).



2.04 Letter of Credit Participations. (a)  Immediately upon the issuance by the
respective Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and
transferred to (i) in the case of a Dollar Letter of Credit, each RL Lender (other than such
Issuing Bank) and (ii) in the case of an Alternate Currency Letter of Credit, each Alternate
Currency RL Lender (other than an Issuing Bank) with an Alternate Currency Revolving Loan
Sub-Commitment relating to the respective Alternate Currency Revolving Loan Sub-Tranche under which
such Alternate Currency Letter of Credit was issued (each such Lender with respect to any Letter of
Credit, in its capacity under this Section 2.04, a “Participant”), and each such
Participant shall be deemed irrevocably and unconditionally to have purchased and received from
such Issuing Bank, without recourse or warranty, an undivided interest and participation, in a
percentage equal to (x) in the case of a Dollar Letter of Credit, such Participant’s Dollar
Percentage or (y) in the case of an Alternate Currency Letter of Credit, such Participant’s
relevant Alternate Currency RL Percentage, in such Dollar Letter of Credit or Alternate Currency
Letter of Credit, as the case may be, each drawing or payment made thereunder and the obligations
of the respective Account Party under this Agreement with respect thereto, and any guaranty
pertaining thereto (although Letter of Credit Fees shall be paid directly to the Administrative
Agent for the account of the RL Lenders or the relevant Alternate Currency RL Lenders as provided
in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing
Fees with respect to any such Letters of Credit); provided that, upon the occurrence of a
Sharing Event, the participations described above shall be automatically adjusted so that each RL
Lender shall have a participation in all then outstanding Letters of Credit (whether a Dollar
Letter of Credit or an Alternate Currency Letter of Credit), and related obligations as described
above, in a percentage equal to its RL Percentage (which adjustments shall occur concurrently with
the adjustments described in Section 1.17). Upon any change in the Revolving Loan Commitments,
Non-Alternate Currency Revolving Loan Sub-Commitments, Alternate Currency Revolving Loan
Sub-Commitments, Dollar Percentages or relevant Alternate Currency RL Percentages of the RL Lenders
pursuant to this Agreement (or in the circumstances provided in the proviso to the immediately
preceding sentence, the RL Percentages of the RL Lenders pursuant to this Agreement), it is hereby
agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be
an automatic adjustment to the participations pursuant to this Section 2.04 to reflect the new
Dollar Percentages or relevant Alternate Currency RL Percentages or, in the circumstances described
in the proviso to the immediately preceding sentence, the RL Percentages of the various RL Lenders.



(b) In determining whether to pay under any Letter of Credit, the respective Issuing Bank
shall have no obligation relative to the Participants or any other Lenders other than to confirm
that any documents required to be delivered under such Letter of Credit appear to have been
delivered and that they appear to substantially comply on their face with the requirements of such
Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in
connection with any Letter of Credit if taken or omitted in the absence of gross negligence or
willful misconduct (as finally determined by a court of competent jurisdiction), shall not create
for such Issuing Bank any resulting liability to any Account Party, any other Credit Party, any
Lender or any other Person.



(c) If any Issuing Bank makes any payment under any Letter of Credit and the respective
Account Party shall not have reimbursed such amount in full to such Issuing Bank pursuant to
Section 2.05(a), such Issuing Bank shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each Participant of such failure, and each Participant
shall promptly and unconditionally pay to the Administrative Agent for the benefit of such Issuing
Bank the amount of such Participant’s Dollar Percentage (in the case of a Dollar Letter of Credit)
or relevant Alternate Currency RL Percentage (in the case of an Alternate Currency Letter of
Credit) (or, after the occurrence of a Sharing Event, its RL Percentage) of such unreimbursed
payment in Dollars (or, in the case of an Alternate Currency Letter of Credit, at any time prior to
the occurrence of a Sharing Event, the Alternate Currency in which such Alternate Currency Letter
of Credit is denominated) and in same day funds. If the Administrative Agent so notifies, prior to
11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a
Letter of Credit, such Participant shall make available to the Administrative Agent for the benefit
of such Issuing Bank, in Dollars (or, in the case of an Alternate Currency Letter of Credit, at any
time prior to the occurrence of a Sharing Event, the Alternate Currency in which such Alternate
Currency Letter of Credit is denominated), such Participant’s Dollar Percentage (in the case of a
Dollar Letter of Credit) or relevant Alternate Currency RL Percentage (in the case of an Alternate
Currency Letter of Credit) (or, after the occurrence of a Sharing Event, its RL Percentage) of the
amount of such payment on such Business Day in same day funds; provided, however,
that no Participant shall be obligated to pay to the Administrative Agent for the benefit of such
Issuing Bank its Dollar Percentage (in the case of a Dollar Letter of Credit) or relevant Alternate
Currency RL Percentage (in the case of an Alternate Currency Letter of Credit) (or, after the
occurrence of a Sharing Event, its RL Percentage) of such unreimbursed amount for any wrongful
payment made by such Issuing Bank under a Letter of Credit issued by it as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of such Issuing Bank (as
finally determined by a court of competent jurisdiction). If and to the extent such Participant
shall not have so made its Dollar Percentage (in the case of a Dollar Letter of Credit) or
Alternate Currency RL Percentage (in the case of an Alternate Currency Letter of Credit) (or, after
the occurrence of a Sharing Event, its RL Percentage) of the amount of such payment available to
the Administrative Agent for the benefit of such Issuing Bank, such Participant agrees to pay to
the Administrative Agent for the benefit of such Issuing Bank, forthwith on demand such amount,
together with interest thereon, for each day from such date until the date such amount is paid to
the Administrative Agent for the benefit of such Issuing Bank at (x) in the case of Dollar Letters
of Credit and, after the occurrence of a Sharing Event, other amounts owing in Dollars, the
overnight Federal Funds Rate for the first three days and at the interest rate applicable to Dollar
Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter and (y) in the case
of Alternate Currency Letters of Credit denominated in a given Alternate Currency at any time prior
to the occurrence of a Sharing Event, the relevant Euro Rate (as determined on the basis provided
in the proviso appearing in the definition of the relevant Euro Rate) or relevant Alternate
Currency Non-LIBOR Rate, as applicable, for the first three days and the interest rate applicable
to Alternate Currency Revolving Loans denominated in such Alternate Currency for each day
thereafter). The failure of any Participant to make available to such Issuing Bank its Dollar
Percentage (in the case of a Dollar Letter of Credit) or relevant Alternate Currency RL Percentage
(in the case of an Alternate Currency Letter of Credit) (or, after the occurrence of a Sharing
Event, its RL Percentage) of any payment under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to such Issuing Bank its Dollar
Percentage (in the case of a Dollar Letter of Credit) or relevant Alternate Currency RL Percentage
(in the case of an Alternate Currency Letter of Credit) (or, after the occurrence of a Sharing
Event, its RL Percentage) of any unreimbursed payment with respect to a Letter of Credit on the
date required, as specified above, but no Participant shall be responsible for the failure of any
other Participant to make available to the Administrative Agent for the benefit of such Issuing
Bank such other Participant’s Dollar Percentage or relevant Alternate Currency RL Percentage (or,
after the occurrence of a Sharing Event, its RL Percentage), as applicable, of any such payment.



(d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it
has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank
shall pay to the Administrative Agent for the benefit of each Participant which has paid its Dollar
Percentage (in the case of a Dollar Letter of Credit) or relevant Alternate Currency RL Percentage
(in the case of an Alternate Currency Letter of Credit) (or, after the occurrence of a Sharing
Event, its RL Percentage) thereof, in Dollars (or, in the case of an Alternate Currency Letter of
Credit, at any time prior to the occurrence of a Sharing Event, the Alternate Currency in which
such Alternate Currency Letter of Credit is denominated) and in same day funds, an amount equal to
such Participant’s share (based upon the proportionate aggregate amount originally funded by such
Participant to the aggregate amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the respective
participations. The payment required to be made by the respective Issuing Bank to the
Administrative Agent pursuant to the preceding sentence shall be made on the day the respective
payment of a reimbursement is received by such Issuing Bank (if payment was actually received by
such Issuing Bank prior to 12:00 Noon (local time in the city in which such payments are to be
made)).



(e) The obligations of the Participants to make payments to the Administrative Agent for the
benefit of each Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable
and not subject to any qualification or exception whatsoever (except as otherwise provided in the
proviso to the second sentence of Section 2.04(c)) and shall be made in accordance with the terms
and conditions of this Agreement under all circumstances, including, without limitation, any of the
following circumstances:




(i) any lack of validity or enforceability of this Agreement or any of the other Credit
Documents;




(ii) the existence of any claim, setoff, defense or other right which any Credit Party
or any of its Subsidiaries or Affiliates may have at any time against a beneficiary named in
a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such
transferee may be acting), any Agent, any Issuing Bank, any Participant, or any other
Person, whether in connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying transaction
between any Credit Party or any Subsidiary or Affiliate of any Credit Party and the
beneficiary named in any such Letter of Credit);




(iii) 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;




(iv) the surrender or impairment of any guaranty for the performance or observance of
any of the terms of any of the Credit Documents; or




(v) the occurrence of any Default or Event of Default.



2.05 Agreement to Repay Letter of Credit Drawings. (a)  Each Account Party hereby
agrees to reimburse the respective Issuing Bank, by making payment in Dollars (or, in the case of a
reimbursement under an Alternate Currency Letter of Credit, at any time prior to the occurrence of
a Sharing Event, the Alternate Currency in which such Alternate Currency Letter of Credit is
denominated) and in immediately available funds directly to the Administrative Agent at the Payment
Office for the benefit of such Issuing Bank, for any payment or disbursement (in the case of any
such payment or disbursement under any Alternate Currency Letter of Credit which is unpaid on the
date of the occurrence of a Sharing Event, or which payments or disbursements are made thereafter,
taking the Dollar Equivalent of the amount of the respective payment or disbursement made in the
respective Alternate Currency in which such Alternate Currency Letter of Credit is denominated as
such Dollar Equivalent is determined on the first date upon which the respective Sharing Event
occurs or, if later, the date upon which the respective payment or disbursement is made) made by
such Issuing Bank under any Letter of Credit issued by it for the account of the respective Account
Party (with each such amount so paid, until reimbursed, an “Unpaid Drawing”), not later
than the Business Day after the Administrative Agent or such Issuing Bank notifies the respective
Account Party of such payment or disbursement, with interest on the amount so paid or disbursed by
such Issuing Bank, to the extent not reimbursed prior to 2:00 P.M. (New York time), on the date of
such payment or disbursement, from and including the date paid or disbursed to but excluding the
date such Issuing Bank is reimbursed by the respective Account Party therefor at a rate per
annum which shall be (x) in the case of Dollar Letters of Credit and other amounts owing in
Dollars after the occurrence of a Sharing Event, the Base Rate in effect from time to time
plus the Applicable Margin for Dollar Revolving Loans maintained as Base Rate Loans as in
effect from time to time and (y) in the case of Alternate Currency Letters of Credit denominated in
a given Alternate Currency for periods occurring prior to the occurrence of a Sharing Event, the
relevant Euro Rate (as determined on the basis provided in the proviso appearing in the definition
of the relevant Euro Rate) or relevant Alternate Currency Non-LIBOR Rate, as applicable, in effect
from time to time plus the Applicable Margin for Alternate Currency Revolving Loans as in
effect from time to time plus any Mandatory Costs, provided, however, to
the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third
Business Day following the receipt of notice by the respective Account Party from the
Administrative Agent or the respective Issuing Bank of such payment or disbursement or upon the
occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter
accrue on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the
respective Account Party) at a rate per annum which shall be (x) in the case of
Dollar Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing
Event, the Base Rate in effect from time to time plus the Applicable Margin for Dollar
Revolving Loans maintained as Base Rate Loans as in effect from time to time plus 2% and
(y) in the case of Alternate Currency Letters of Credit denominated in a given Alternate Currency
for periods occurring prior to the occurrence of a Sharing Event, the relevant Euro Rate (as
determined on the basis provided in the proviso appearing in the definition of the relevant Euro
Rate) or relevant Alternate Currency Non-LIBOR Rate, as applicable, in effect from time to time
plus the Applicable Margin for Alternate Currency Revolving Loans as in effect from time to
time plus any Mandatory Costs plus 2%, in each such case, with interest to be
payable on demand, provided further, that it is understood and agreed that the notice
referred to above in this clause (a) and in the immediately preceding proviso shall not be required
to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be
continuing (in which case the Unpaid Drawings shall be due and payable immediately without
presentment, demand, protest or notice of any kind (all of which are hereby waived by each Account
Party) and shall bear interest at the rate provided in the foregoing proviso). The respective
Issuing Bank shall give the respective Account Party and the Administrative Agent (if not the
Issuing Bank under the respective Letter of Credit) prompt written notice of each Drawing under any
Letter of Credit, provided that the failure to give any such notice shall in no way affect,
impair or diminish the respective Account Party’s obligations hereunder.



(b) The obligations of each Account Party under this Section 2.05 to reimburse the respective
Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be
absolute and unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the respective Account Party may have or have had against
any Lender (including in its capacity as issuer of the Letter of Credit or as Participant),
including, without limitation, any defense based upon the failure of any drawing under a Letter of
Credit (each, a “Drawing”) to conform to the terms of the Letter of Credit or any
nonapplication or misapplication by the beneficiary of the proceeds of such Drawing;
provided that the respective Issuing Bank shall be responsible for any damages (excluding
consequential damages) to the respective Account Party for its gross negligence or willful
misconduct (as finally determined by a court of competent jurisdiction) in connection with drawings
made under a Letter of Credit which did not comply or conform to the terms of the respective Letter
of Credit.



2.06 Increased Costs. If at any time after the Effective Date, the introduction of or
any change in any applicable law, rule, regulation, order, guideline or request or in the
interpretation or administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Issuing Bank or any Participant with
any request or directive by any such authority (whether or not having the force of law), shall
either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against letters of credit issued by any Issuing Bank or participated in by any
Participant, or (ii) impose on any Issuing Bank or any Participant any other conditions relating,
directly or indirectly, to this Agreement; and the result of any of the foregoing is to increase
the cost to any Issuing Bank or any Participant of issuing, maintaining or participating in any
Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Bank or any
Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit
(other than, in respect of payments to be made to any Lender, any such increased costs resulting
from taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect
thereto and other than income, profits, capital, net worth, franchise, doing business and branch
profits Taxes, in each case, as to which Section 4.04 shall govern), then, upon written demand to
the respective Account Party by such Issuing Bank or any Participant (a copy of which certificate
shall be sent by such Issuing Bank or such Participant to the Administrative Agent), the respective
Account Party shall pay to such Issuing Bank or such Participant such additional amount or amounts
as will compensate such Lender for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital. Any Issuing Bank or any Participant, upon
determining that any additional amounts will be payable pursuant to this Section 2.06, will give
prompt written notice thereof to the respective Account Party, which notice shall include a
certificate submitted to the respective Account Party by such Issuing Bank or such Participant (a
copy of which certificate shall be sent by such Issuing Bank or such Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate such Issuing Bank or such Participant. The
certificate required to be delivered pursuant to this Section 2.06 shall, absent manifest error, be
final and conclusive and binding on the respective Account Party.



SECTION 3. Fees; Reductions of Commitment.



3.01 Fees. (a) The Corporation agrees to pay to the Administrative Agent in Dollars
for distribution to each Non-Defaulting Lender with a Revolving Loan Commitment a facility fee (the
“Facility Fee”) for the period from and including the Effective Date to but excluding the
Maturity Date (or such earlier date as the Total Revolving Loan Commitment shall have been
terminated), computed at a rate per annum equal to the Applicable Margin (as in effect from time to
time) on the daily Revolving Loan Commitment of such Lender. Accrued Facility Fees shall be due
and payable in arrears on each Quarterly Payment Date and on the Maturity Date or such earlier date
upon which the Total Revolving Loan Commitment is terminated.



(b) (x) Each Account Party agrees to pay to the Administrative Agent for distribution to each
Non-Defaulting Lender (based on their respective Dollar Percentages or, for periods from and after
the occurrence of a Sharing Event, their respective RL Percentages) in Dollars, a fee in respect of
each Dollar Letter of Credit issued for the account of such Account Party hereunder and (y) each
Account Party agrees to pay to the Administrative Agent for distribution to each Non-Defaulting
Lender with an Alternate Currency Revolving Loan Sub-Commitment under a given Alternate Currency
Revolving Loan Sub-Tranche (or, after a Sharing Event has occurred, each Non-Defaulting Lender)
(based on their respective relevant Alternate Currency RL Percentages or, for periods from and
after the occurrence of a Sharing Event, their respective RL Percentages) in Dollars (or, in the
case of Alternate Currency Letters of Credit denominated in a given Alternate Currency, for periods
prior to the occurrence of a Sharing Event, in the respective Alternate Currency), a fee in respect
of each Alternate Currency Letter of Credit issued under such Alternate Currency Revolving Loan
Sub-Tranche for the account of such Account Party (with all fees payable as described in this
clause (b) being herein referred to as “Letter of Credit Fees”), in each case, for the
period from and including the date of issuance of the respective Letter of Credit to and including
the date of termination of such Letter of Credit (or, in the case of a Trade Letter of Credit, the
date of the stated expiration thereof), computed at a rate per annum equal to the Applicable Margin
for Revolving Loans maintained as Euro Rate Loans (as in effect from time to time), on the daily
Stated Amount of such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable
quarterly in arrears on each Quarterly Payment Date and, in the case of Letter of Credit Fees owing
pursuant to preceding clause (x), on the first day on or after the termination of the Total
Revolving Loan Commitment upon which no Dollar Letters of Credit remain outstanding and, in the
case of Letter of Credit Fees payable pursuant to preceding clause (y), on the first day on or
after the termination of all Alternate Currency Revolving Loan Sub-Commitments relating to the
relevant Alternate Currency Revolving Loan Sub-Alternate Currency Revolving Loan Sub-Tranche upon
which no Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan
Sub-Tranche remain outstanding.



(c) Each Account Party agrees to pay to each Issuing Bank, for its own account, in Dollars (in
the case of each Dollar Letter of Credit and, for all periods after the occurrence of a Sharing
Event, each Letter of Credit) or the respective Alternate Currency (in the case of each Alternate
Currency Letters of Credit in a given Alternate Currency for periods prior to the occurrence of a
Sharing Event), a facing fee in respect of each Letter of Credit issued for the account of such
Account Party by such Issuing Bank hereunder (the “Facing Fee”), for the period from and
including the date of issuance of such Letter of Credit to and including the date of the
termination of such Letter of Credit (or, in the case of a Trade Letter of Credit, the date of
stated expiration thereof), computed at a rate equal to 1/8 of 1% per annum of the daily Stated
Amount of such Letter of Credit; provided that in no event shall the annual Facing Fee with
respect to any Letter of Credit be less than the Minimum Applicable Facing Fee. Accrued Facing
Fees shall be due and payable in arrears on each Quarterly Payment Date and, in the case of Facing
Fees owing in respect of Dollar Letters of Credit, on the first day on or after the termination of
the Total Revolving Loan Commitment upon which no Dollar Letters of Credit remain outstanding and,
in the case of Facing Fees payable in respect of Alternate Currency Letters of Credit issued under
a given Alternate Currency Revolving Loan Sub-Tranche, on the first day on or after the termination
of all Alternate Currency Revolving Loan Sub-Commitments relating to such Alternate Currency
Revolving Loan Sub-Tranche upon which no Alternate Currency Letters of Credit issued under such
Alternate Currency Revolving Loan Sub-Tranche remain outstanding.



(d) Each Account Party shall pay, upon each payment under, issuance of, or amendment to, any
Letter of Credit issued by any Issuing Bank for its account, such amount as shall at the time of
such event be the administrative charge and the reasonable expenses which such Issuing Bank is
generally imposing for payment under, issuance of, or amendment to, Letters of Credit issued by it.



(e) At the time of the incurrence of each Bankers’ Acceptance Loan, Acceptance Fees shall be
paid by the respective Alternate Currency Revolving Loan Borrower as required by, and in accordance
with, clause (g) of Schedule III.



(f) The Corporation and/or any other relevant Alternate Currency Revolving Loan Borrower shall
pay to the Administrative Agent for distribution to each Incremental RL Lender such fees and other
amounts, if any, as are specified in the relevant Incremental Revolving Loan Commitment Agreement,
with the fees and other amounts, if any, to be payable on the respective Incremental Revolving Loan
Commitment Date.



(g) Each Borrower shall pay to the Administrative Agent, for its own account, such other fees
as have been agreed to in writing by such Borrower and the Administrative Agent.



3.02 Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment.
Upon at least three Business Days’ prior notice to the Administrative Agent at the Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the Lenders), the
Corporation shall have the right, at any time or from time to time, without premium or penalty, to
terminate or partially reduce the Total Unutilized Revolving Loan Commitment; provided that
any partial reduction pursuant to this Section 3.02 shall be in an amount of at least $5,000,000
or, if greater, in integral multiples of $5,000,000 thereof. Each reduction to the Total
Unutilized Revolving Loan Commitment pursuant to this Section 3.02 shall apply to reduce the
Revolving Loan Commitments of the various RL Lenders pro rata based on their
respective RL Percentages. At the time of each reduction to the Revolving Loan Commitment of any
Lender pursuant to this Section 3.02, the Corporation shall specify the amount of such reduction to
apply to the various Alternate Currency Revolving Loan Sub-Commitments of such Lender and to the
Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender (the sum of which must equal
the reduction to the Revolving Loan Commitment of such Lender); provided that all Lenders
with Alternate Currency Revolving Loan Sub-Commitments relating to a given Alternate Currency
Revolving Loan Sub-Tranche shall be treated in a consistent fashion (i.e., with no
reductions, or with proportionate reductions, to their respective Alternate Currency Revolving Loan
Sub-Commitments) at the time of any reduction to the Total Unutilized Revolving Loan Commitment
pursuant to this Section 3.02. In the absence of a designation by the Corporation pursuant to this
Section 3.02, the amount of any reduction to the Revolving Loan Commitment of any Lender pursuant
to this Section 3.02 shall apply (i) first, to reduce the Non-Alternate Currency Revolving
Loan Sub-Commitment of the respective Lender and (ii) second, to the extent in excess
thereof, to reduce the Alternate Currency Revolving Loan Sub-Commitments of such Lender in each
case on a pro rata basis (based on the respective amounts of the Alternate Currency
Revolving Loan Sub-Commitments of such Lender as then in effect).



3.03 Mandatory Reduction of Commitments. (a)  In addition to any other mandatory
commitment reductions pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment, each Alternate Currency Revolving Loan Sub-Commitment and the
Non-Alternate Currency Revolving Loan Sub-Commitment of each Lender) shall terminate in its
entirety on the earlier of (i) the Maturity Date and (ii) unless the Required Lenders otherwise
agree, the date on which a Change of Control occurs.



(b) The reduction of the Total Revolving Loan Commitment pursuant to Section 3.03(a) shall be
applied proportionately to reduce the Revolving Loan Commitment of each RL Lender.



SECTION 4. Prepayments; Payments; Taxes.



4.01 Voluntary Prepayments. Each Borrower shall have the right to prepay the Loans
made to such Borrower, without premium or penalty, in whole or in part, at any time and from time
to time on the following terms and conditions:




(i) such Borrower shall give the Administrative Agent at the Notice Office written
notice (or telephonic notice promptly confirmed in writing) of (1) its intent to prepay such
Loans, (2) whether Dollar Revolving Loans, Alternate Currency Revolving Loans or Swingline
Loans shall be prepaid, (3) the amount of such prepayment (stated in the Applicable
Currency) and the Types of Loans to be prepaid and (4) in the case of Euro Rate Loans or
Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, the specific Borrowing or
Borrowings pursuant to which made, with such notice to be given by such Borrower prior to
2:00 p.m. (local time where the respective Payment Office is located) (v) at least one
Business Day prior to the date of such prepayment in the case of Dollar Revolving Loans
maintained as Base Rate Loans or Canadian Dollar Revolving Loans maintained as Canadian
Prime Rate Loans, (w) on the date of such prepayment in the case of Swingline Loans, (x) at
least one Business Day prior to the date of such prepayment in the case of Loans maintained
as Euro Rate Loans, (y) at least three Business Days prior to the date of such prepayment in
the case of Mexican Pesos Revolving Loans and (z) such Business Day prior to the date of
such prepayment as provided in the relevant Non-LIBOR-Based Alternate Currency Amendment in
the case of Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, and (except
in the case of Swingline Loans) to be transmitted promptly by the Administrative Agent to
each of the Lenders with Loans of the respective Tranche and Type;




(ii) each prepayment shall be in an aggregate principal amount at least equal to the
Minimum Borrowing Amount for the applicable Tranche and Type of Loans, provided that
if any partial prepayment of Euro Rate Loans or Permitted Non-LIBOR-Based Alternate Currency
Revolving Loans made pursuant to any Borrowing shall reduce the outstanding Euro Rate Loans
or Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, as the case may be, made
pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount
for such Tranche and Type of Loans, then such Borrowing (x) in the case of Dollar Revolving
Loans, may not be continued as a Borrowing of Euro Rate Loans and any election of an
Interest Period with respect thereto shall have no force or effect and (y) in the case of
Alternate Currency Revolving Loans, shall be repaid in full at such time;




(iii) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity
date of the respective Bankers’ Acceptances;




(iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be
applied pro rata among such Loans, provided that (x) so long as no
Default or Event of Default is then in existence, at any time when the sum of the aggregate
principal amount of Dollar Revolving Loans, Swingline Loans and Dollar Letter of Credit
Outstandings exceeds the Total Non-Alternate Currency Revolving Loan Sub-Commitment (with
the amount of such excess being herein called the “Total Non-Alternate Currency
Revolving Loan Sub-Commitment Excess”), the Corporation may, to the extent of such Total
Non-Alternate Currency Revolving Loan Sub-Commitment Excess, make prepayments of principal
of Dollar Revolving Loans to the Lenders which have, or have Affiliates that have, Alternate
Currency Revolving Loan Sub-Commitments on the basis of their Alternate Currency RL
Percentages as same relate to a given Alternate Currency Revolving Loan Sub-Tranche (with
the respective Borrower to designate the Borrowing or Borrowings, or portions thereof, being
prepaid), with the intent of creating availability for subsequent Alternate Currency
Revolving Loans under the respective Alternate Currency Revolving Loan Sub-Tranche and (y)
at the respective Borrower’s election in connection with any prepayment pursuant to this
Section 4.01, any prepayment in respect of Revolving Loans shall not be applied to any
Revolving Loan of a Defaulting Lender; and




(v) no Competitive Bid Loan may be prepaid without the consent of the Lender that made
such Competitive Bid Loan.



4.02 Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which
the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in
effect, the Corporation shall prepay on such day the principal of outstanding Swingline Loans and,
after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of
outstanding Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’
Acceptances have not yet matured) (allocated between Dollar Revolving Loans and Alternate Currency
Revolving Loans as the Borrowers may elect) in an amount (for this purpose, taking the Dollar
Equivalent of payments in any Alternate Currency made with respect to the Alternate Currency
Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced
in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for
this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for
this purpose, using the Dollar Equivalent of the principal amount of any Alternate Currency
Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment
then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face
Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency
Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of
such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to
the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of
outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid
to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the
Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in
respect of such Banker’s Acceptances, on the maturity date thereof, (II) to the extent such excess
exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an
amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose,
using the Dollar Equivalent of the principal amount of any Alternate Currency Competitive Bid Loan)
shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held
as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the
extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the
respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents
(in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings
are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding
clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such
time), such cash or Cash Equivalents to be held as security for all obligations of the respective
Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested
from time to time in Cash Equivalents selected by the Administrative Agent) to be established by
the Administrative Agent.



(ii) If on any date the sum of (x) the Dollar Equivalent of the aggregate outstanding
principal amount (or Face Amount, as the case may be) of Alternate Currency Revolving Loans
incurred pursuant to a given Alternate Currency Revolving Loan Sub-Tranche plus (y) the
aggregate Letter of Credit Outstandings in respect of Alternate Currency Letters of Credit issued
under such Alternate Currency Revolving Loan Sub-Tranche, exceeds the sum of the Alternate Currency
Revolving Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to such
Alternate Currency Revolving Loan Sub-Tranche as then in effect (or, if less, in the case of
Canadian Dollar Revolving Loans, the Total Canadian Revolving Loan Sub-Commitment as then in
effect, after giving effect to any adjustments pursuant to Section 1.18), the respective Alternate
Currency Revolving Loan Borrowers shall prepay on such day the principal of outstanding Alternate
Currency Revolving Loans (for this purpose, taking the Dollar Equivalent of payments in any
Alternate Currency made with respect to Alternate Currency Revolving Loans) under such Alternate
Currency Revolving Loan Sub-Tranche (other than Bankers’ Acceptance Loans where the underlying
Bankers’ Acceptances have not matured) equal to such excess. If, after giving effect to the
prepayment of all outstanding Alternate Currency Revolving Loans made under such Alternate Currency
Revolving Loan Sub-Tranche (other than, in the case of the Alternate Currency Revolving Loan
Sub-Tranche relating to Canadian Dollars, Bankers’ Acceptance Loans as referenced in the
immediately preceding sentence), the sum of the aggregate Letter of Credit Outstandings in respect
of Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan
Sub-Tranche plus, in the case of the Alternate Currency Revolving Loan Sub-Tranche relating
to Canadian Dollars, the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using
the Dollar Equivalent of the Face Amounts thereof), exceeds the sum of the Alternate Currency
Revolving Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to such
Alternate Currency Revolving Loan Sub-Tranche as then in effect (or, if less, in the case of
Canadian Dollar Revolving Loans, the Total Canadian Revolving Loan Sub-Commitment as then in
effect, after giving effect to any adjustments pursuant to Section 1.18), then (I) in the case of
the Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, an amount equal to
the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be
deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative
Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to
the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in
respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate
Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in
satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate
Currency Revolving Loan Borrower in respect of such Banker’s Acceptances, on the maturity date
thereof and (II) to the extent such excess exceeds the amount (if any) applied pursuant to
preceding clause (I), the respective Alternate Currency Borrowers shall pay to the Administrative
Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which
the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess
(less the amount (if any) applied pursuant to preceding clause (I)) (up to a maximum amount equal
to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as
security for all obligations of the respective Alternate Currency Borrowers hereunder and under the
other Credit Documents in a cash collateral account (and invested from time to time in Cash
Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.



(iii) On any day on which the Aggregate Alternate Currency Credit Exposure exceeds
$500,000,000, the Borrowers shall prepay on such day the principal of outstanding Alternate
Currency Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’
Acceptances have not yet matured) in an amount (for this purpose, taking the Dollar Equivalent of
payments in any Alternate Currency made with respect thereto) equal to such excess. If, after
giving effect to the prepayment of all outstanding Alternate Currency Revolving Loans (other than
Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the
outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face
Amounts thereof), Alternate Currency Competitive Bid Loans (for this purpose, using the Dollar
Equivalent of the principal amount thereof) and the Aggregate Alternate Currency Letter of Credit
Outstandings exceeds $500,000,000, (I) an amount equal to the lesser of such excess and the then
outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate
Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the
obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders
(rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face
Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which
shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the
obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving
Loan Borrower in respect of such Banker’s Acceptances, on the maturity date thereof, (II) to the
extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining
excess or, if less, an amount equal to the then outstanding principal amount of Alternate Currency
Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount
thereof) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to
be held as cash collateral for the repayment of such Alternate Currency Competitive Bid Loans at
maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding
clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of
cash or Cash Equivalents (in the respective Alternate Currencies in which the respective Alternate
Currency Letter of Credit Outstandings are denominated) equal to the amount of such excess (less
the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the
Aggregate Alternate Currency Letter of Credit Outstandings at such time), such cash or Cash
Equivalents to be held as security for all obligations of the respective Borrowers hereunder and
under the other Credit Documents in a cash collateral account (and invested from time to time in
Cash Equivalents selected by the Administrative Agent) to be established by the Administrative
Agent.



(b) With respect to each repayment of Loans required by this Section 4.02, the respective
Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in
the case of Euro Rate Loans, Bankers’ Acceptance Loans and Permitted Non-LIBOR-Based Alternate
Currency Revolving Loans, the specific Borrowing or Borrowings pursuant to which made,
provided that: (i) in the case of repayments of Dollar Revolving Loans, repayments of
Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest
Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of
required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Euro
Rate Loans or Permitted Non-LIBOR-Based Alternate Currency Revolving Loans made pursuant to a
single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount
less than the respective Minimum Borrowing Amount for the Type of such Loan, such Borrowing (x) in
the case of Dollar Revolving Loans, shall be converted at the end of the then current Interest
Period into a Borrowing of Base Rate Loans and (y) in the case of Alternate Currency Revolving
Loans, shall be repaid in full at the end of the then current Interest Period (or, in the case of
Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, at the end of the then current
Non-LIBOR-Based Interest Period); (iii) no repayment of Bankers’ Acceptance Loans may be made prior
to the maturity date of the related Bankers’ Acceptances; and (iv) each repayment of any Loans made
pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence
of a designation by the respective Borrower as described in the preceding sentence, the
Administrative Agent shall, subject to the above, make such designation in its sole discretion.



(c) Notwithstanding anything to the contrary contained in this Agreement or in any other
Credit Document, (i) all then outstanding Swingline Loans shall be repaid in full on the earlier of
(x) the tenth Business Day following the incurrence of such Swingline Loans and (y) the Swingline
Expiry Date, (ii) all then outstanding Competitive Bid Loans shall be repaid in full on the
respective Competitive Bid Loan Maturity Date, (iii) all then outstanding Revolving Loans shall be
repaid in full on the Maturity Date and (iv) unless the Required Lenders otherwise agree, all then
outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.



(d) If any RL Lender becomes a Defaulting Lender at any time that any Letter of Credit issued
by an Issuing Bank is outstanding, the Borrower shall enter into the applicable Letter of Credit
Back-Stop Arrangements with such Issuing Bank no later than 10 Business Days after the date such RL
Lender becomes a Defaulting Lender.



4.03 Method and Place of Payment. Except as otherwise specifically provided herein,
all payments under this Agreement or any Note shall be made to the Administrative Agent for the
account of the Lender or Lenders entitled thereto not later than 2:00 p.m. (local time in the city
in which the Payment Office for the respective payments is located) on the date when due and shall
be made in (x) Dollars in immediately available funds at the appropriate Payment Office of the
Administrative Agent in respect of any obligation of the Borrowers under this Agreement except as
otherwise provided in the immediately following clause (y) and (y) subject to the provisions of
Section 1.17, the relevant Applicable Currency in immediately available funds at the appropriate
Payment Office of the Administrative Agent, if such payment is made in respect of (i) principal of,
the Face Amount of or interest on Alternate Currency Loans, (ii) Unpaid Drawings (and interest
thereon) in respect of Alternate Currency Letters of Credit or (iii) any increased costs,
indemnities or other amounts owing with respect to Alternate Currency Loans (or Commitments
relating thereto) or Alternate Currency Letters of Credit, in the case of this clause (iii) to the
extent the respective Lender which is charging same denominates the amounts owing in the relevant
Applicable Currency. The Administrative Agent will thereafter cause to be distributed on the same
day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (local time in
the city in which such payments are to be made)) like funds relating to the payment of principal,
interest or Fees ratably to the Lenders entitled thereto. Any payments under this Agreement which
are made later than 2:00 p.m. (local time in the city in which such payments are to be made) shall
be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made
hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due
date thereof shall be extended to the next succeeding Business Day and, with respect to payments of
principal, interest and fees shall be payable at the applicable rate during such extension.



4.04 Net Payments. (a) All payments made by any Borrower hereunder (including, in
the case of any Guarantor, in its capacity as a Guarantor pursuant to Section 14) or under any Note
will be made without setoff, deduction, counterclaim or other defense. Except as provided in
Sections 4.04(b) and (c), all such payments will be made free and clear of, and without deduction
or withholding for, any present or future taxes, levies, imposts, duties or other similar charges
now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority
thereof or therein with respect to such payments (but excluding, except as provided in the second
succeeding sentence, (i) any tax imposed on or measured by the net income or net profits of a
Lender, including branch profits taxes and franchise taxes or Taxes imposed upon the overall
capital or net worth of a Lender, pursuant to the laws of the jurisdiction in which it is organized
or the jurisdiction in which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein or which imposes such taxes because such Lender
engages in business in such jurisdiction other than solely as a result of this Agreement, and (ii)
any tax that would not have been imposed but for a failure by such Lender (or any financial
institution through which any payment is made to such Lender) to comply with the applicable
requirements of sections 1471-1474 of the Code, or any applicable Treasury Regulation promulgated
under such law or published administrative guidance implementing such law) and all interest,
penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies,
imposts, duties or other similar charges being referred to collectively as “Taxes”). If
any Taxes are so levied or imposed, the respective Borrower agrees to pay the full amount of such
Taxes, and such additional amounts as may be necessary so that every payment of all amounts due
under this Agreement or under any Note, after withholding or deduction for or on account of any
Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are
payable in respect of Taxes pursuant to the preceding sentence, the respective Borrower agrees to
reimburse each Lender, upon the written request of such Lender, for any additional amount of taxes
imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the
jurisdiction in which such Lender is organized or in which the principal office or applicable
lending office of such Lender is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which such Lender is organized or in which the principal
office or applicable lending office of such Lender is located and for any withholding of taxes as
such Lender shall reasonably determine are payable by, or withheld from, such Lender in respect of
such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in
respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The
respective Borrower will furnish to the Administrative Agent and the applicable Lender within 45
days after the date the payment of any Taxes is due pursuant to applicable law certified copies of
official tax receipts evidencing such payment by the respective Borrower. Each Borrower agrees to
indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for
the amount of any Taxes so levied or imposed and paid by such Lender.



(b) Each Lender that is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) agrees to deliver to the Corporation and the Administrative Agent on or
prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an
interest under this Agreement pursuant to Section 1.14 or 13.04 (unless the respective Lender was
already a Lender hereunder immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original signed copies of U.S.
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an
income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to
a complete exemption from United States withholding tax with respect to payments to be made under
this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either U.S. Internal Revenue Service Form
W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to
clause (i) above, (x) a certificate substantially in the form of Exhibit E (any such certificate, a
“Section 4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies
of U.S. Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or
successor form) certifying to such Lender’s entitlement to a complete exemption from United States
withholding tax with respect to payments of interest to be made under this Agreement and under any
Note. In addition, each Lender agrees that from time to time after the Effective Date, when a
lapse in time or change in circumstances renders the previous certification obsolete, expired or
inaccurate in any material respect, or if requested by the Corporation or the Administrative Agent,
it will deliver to the Corporation and the Administrative Agent two new accurate and complete
original signed copies of U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to
the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest
exemption) and a Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding tax with respect to payments under this
Agreement and any Note, or it shall immediately notify the Corporation and the Administrative Agent
of its inability to deliver any such Form or Certificate in which case such Lender shall not be
required to deliver any such Form or Certificate pursuant to this Section 4.04(b). Each Lender
(including any assignee, successor or participant) that is a United States person (as such term is
defined in Section 7701(a)(30) of the Code) (other than Persons that are corporations or otherwise
exempt from United States backup withholding tax) shall deliver to the Corporation and the
Administrative Agent (i) on or prior to the Effective Date, (ii) on or prior to the date on which
any such form or certification expires or becomes obsolete, (iii) after the occurrence of any event
requiring a change in the most recent form or certification previously delivered by it pursuant to
this sentence, and (iv) from time to time if requested by the Corporation or the Administrative
Agent, two accurate and complete original signed copies of U.S. Internal Revenue Service Form W-9
(or successor form) certifying that such U.S. Lender is entitled to an exemption from U.S. backup
withholding tax. Notwithstanding anything to the contrary contained in Section 4.04(a), but
subject to the last sentence of Section 13.04(b) and the immediately succeeding sentence, (x) each
Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold
income or similar taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, fees or other amounts payable hereunder for the
account of any Lender to the extent that such Lender has not provided to the Corporation U.S.
Internal Revenue Service Forms that establish a complete exemption from such deduction or
withholding and (y) the Borrowers shall not be obligated pursuant to Section 4.04(a) hereof to
gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the
United States if (I) such Lender has not provided to the Corporation the U.S. Internal Revenue
Service Forms required to be provided to the Corporation pursuant to this Section 4.04(b) or (II)
in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the
extent that such forms do not establish a complete exemption from withholding of such taxes.
Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this
Section 4.04 and except as set forth in Section 13.04(b), each Borrower agrees to pay additional
amounts and to indemnify each Lender in the manner set forth in Section 4.04(a) (without regard to
the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence (x) as a result of
any changes that are effective after the Effective Date in any applicable law, treaty, governmental
rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of income or similar Taxes or (y) as a result of the purchase of a participation as
required by Section 1.17 following the occurrence of a Sharing Event.



(c) Each Lender shall use reasonable efforts (consistent with legal and regulatory
restrictions and subject to overall policy considerations of such Lender) to file any certificate
or document or to furnish any information as reasonably requested by the respective Borrower
pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing
of such information would avoid the need for or reduce the amount of any additional amounts payable
by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous
to such Lender.



(d) If any Lender determines, in its sole discretion, that it has received a refund of any
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 4.04, it shall pay to the Borrower an amount equal
to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by
the Borrower under this Section 4.04 with respect to the Taxes giving rise to such refund), net of
all out-of-pocket expenses of such Lender, 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 such Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender
in the event such Lender is required to repay such refund to such Governmental Authority. This
subsection shall not be construed to require any Lender to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to the Borrower or any other
Person.



(e) Each Alternate Currency RL Lender that makes an Alternate Currency Revolving Loan to an
Irish Alternate Currency Revolving Loan Borrower (each, an “Irish Alternate Currency RL
Lender”) represents to each Irish Alternate Currency Revolving Loan Borrower that it is an
Irish Qualifying Lender with respect to payments of interest to be made under this Agreement and
under any Note. To the extent that any Irish Alternate Currency RL Lender cannot represent to the
respective Irish Alternate Currency Revolving Loan Borrower that it is an Irish Qualifying Lender,
such Irish Alternate Currency RL Lender shall notify such Irish Alternate Currency Revolving Loan
Borrower immediately and such Irish Alternate Currency Revolving Loan Borrower shall not be
obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to such Irish
Alternate Currency RL Lender in respect of income or similar taxes imposed by Ireland.
Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this
Section 4.04, each Irish Alternate Currency Revolving Loan Borrower agrees to pay additional
amounts and to indemnify each Irish Alternate Currency RL Lender in the manner set forth in Section
4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding)
in respect of any amounts deducted or withheld by it as described in the immediately preceding
sentence as a result of any changes that are effective after the Effective Date in any applicable
law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof,
relating to the deducting or withholding of income or similar Taxes.



SECTION 5. Conditions Precedent to Initial Credit Events. The obligation of each
Lender to make Loans, and the obligation of any Issuing Bank to issue Letters of Credit, on the
Initial Borrowing Date, is subject to the satisfaction of the following conditions:



5.01 Execution of Agreement; Notes. On or prior to the Initial Borrowing Date, (i)
the Effective Date shall have occurred and (ii) there shall have been delivered to the
Administrative Agent for the account of each of the Lenders (subject to Section 1.06(o)) the
appropriate Notes executed by the appropriate Borrower, in each case in the amount, maturity and as
otherwise provided herein.



5.02 Opinions of Counsel. On the Initial Borrowing Date, the Agents shall have
received from (i) Weil, Gotshal & Manges LLP, special counsel to the Credit Parties, an opinion
addressed to the Agents and each of the Lenders and dated the Initial Borrowing Date in the form
set forth as Exhibit F-1, (ii) Venable LLP, special Maryland counsel to the Corporation, an opinion
addressed to the Agents and each of the Lenders and dated the Initial Borrowing Date in the form
set forth as Exhibit F-2, and (iii) such other special and local counsel as may be reasonably
required by any Agent, an opinion addressed to the Agents and the Lenders and dated the Initial
Borrowing Date, and in each case covering such other matters incident to the transactions
contemplated herein as any Agent may reasonably request.



5.03 Corporate Documents; Proceedings; etc. (a)  On the Initial Borrowing Date, the
Agents shall have received a certificate of each Credit Party, dated the Initial Borrowing Date,
signed by an Authorized Officer of such Credit Party, and attested to by the Secretary or any
Assistant Secretary of such Credit Party, in the form of Exhibit G with appropriate insertions,
together with copies of the declaration of trust, certificate of incorporation or partnership
agreement and by-laws of such Credit Party (or other equivalent organizational documents) and the
resolutions of such Credit Party referred to in such certificate, and the foregoing shall be
reasonably acceptable to the Agents.



(b) All corporate and legal proceedings and all instruments and agreements in connection with
the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably
satisfactory in form and substance to the Agents and the Required Lenders, and the Agents shall
have received all information and copies of all documents and papers, including records of
corporate proceedings, governmental approvals and good standing certificates if any, which the
Agents reasonably may have requested in connection therewith, such documents and papers where
appropriate to be certified by proper corporate or governmental authorities.



5.04 Fees, etc. On the Initial Borrowing Date, all costs, fees and expenses, and all
other costs contemplated by this Agreement, due to the Agents (including, without limitation, legal
fees and expenses) shall have been paid to the extent then due.



5.05 Refinancing; etc. (a)  On or prior to the Initial Borrowing Date, the total
commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all
loans and notes issued thereunder shall have been repaid in full, together with interest thereon
(or, in the case of Existing Bankers’ Acceptances, continued as Bankers’ Acceptances hereunder
pursuant to Section 1.15(b)), all letters of credit issued thereunder shall have been terminated
(or, in the case of Existing Letters of Credit, incorporated hereunder as Letters of Credit
pursuant to Section 2.01(c)), and all other amounts owing pursuant to Indebtedness to be Refinanced
shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced
and all guarantees with respect thereto shall have been terminated or released and be of no further
force or effect except for continuing indemnification obligations described therein.



(b) On or prior to the Initial Borrowing Date, there shall have been delivered to the Agents a
true and correct copy of the payoff letter in respect of the Refinancing, which payoff letter shall
be in full force and effect and in form and substance satisfactory to the Agents.



5.06 Outstanding Indebtedness and Preferred Stock. On the Initial Borrowing Date, and
after giving effect to the transactions described above, the Credit Parties shall have no
outstanding Indebtedness or Preferred Stock other than (i) Indebtedness pursuant to this Agreement,
(ii) the Partnership Units, (iii) the Preferred Stock issued by the Credit Parties described on
Schedule 5.06 hereto and (iv) the Scheduled Existing Indebtedness identified in Schedule 7.13
hereto, which shall remain outstanding and in effect after giving effect to the Transaction, with
no defaults or events of default existing thereunder, with such exceptions as are satisfactory to
the Agents.



5.07 Adverse Change, etc. (a)  Since December 31, 2009, nothing shall have occurred
(and neither any Agent nor the Lenders shall have become aware of any facts, conditions or other
information not previously known to it) which any Agent or the Required Lenders shall determine has
had, or could reasonably be expected to have, a Material Adverse Effect.



(b) All necessary governmental (domestic and foreign) and third party approvals and/or
consents in connection with any Credit Event and the Transaction, the other transactions
contemplated by the Credit Documents and otherwise referred to herein or therein shall have been
obtained and remain in effect. Additionally, there shall not exist any judgment, order, injunction
or other restraint issued or filed or a hearing seeking injunctive relief or other restraint
pending or notified prohibiting or imposing materially adverse conditions upon any Credit Event or
the Transaction or the other transactions contemplated by the Credit Documents.



5.08 Litigation. On the Initial Borrowing Date, no litigation by any entity (private
or governmental) shall be pending or threatened with respect to this Agreement, any other Credit
Document or any documentation executed in connection herewith or therewith or the transactions
contemplated hereby or thereby, or which any Agent or the Required Lenders shall reasonably
determine has had, or could reasonably be expected to have, a Material Adverse Effect.



5.09 Projections; Solvency Certificate. On or prior to the Initial Borrowing Date,
there shall have been delivered to the Lenders:




(i) projected financial and cash flow statements for the Corporation and its
Subsidiaries for the period from the Initial Borrowing Date to and including at least
December 31, 2013 (the “Projections”), which Projections (x) shall reflect the
forecasted financial condition, income and expenses and cash flows of the Corporation and
its Subsidiaries after giving effect to the Transaction and the related financing thereof
and the other transactions contemplated hereby and thereby and (y) shall be in form and
substance reasonably satisfactory to the Agents and the Required Lenders; and




(ii) a solvency certificate from the chief financial officer or treasurer of the
Corporation in form and substance satisfactory to the Agents and the Required Lenders,
addressed to the Agents and the Lenders and dated the Initial Borrowing Date, setting forth
the conclusions that, after giving effect to the Transaction, the Corporation and its
Subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the
indebtedness incurred in connection therewith, will not be left with unreasonably small
capital with which to engage in their business and will not have incurred debts beyond their
ability to pay debts as they mature.



SECTION 6. Conditions Precedent to All Credit Events. The obligation of each Lender
to make Loans (including Loans made on the Initial Borrowing Date and on each Incremental Revolving
Loan Commitment Date, but excluding Mandatory Borrowings to be made thereafter, which shall be made
as provided in Section 1.01(c)), and the obligation of any Issuing Bank to issue any Letter of
Credit, is subject, at the time of each such Credit Event (except as hereinafter indicated), to the
satisfaction of the following conditions:



6.01 No Default; Representations and Warranties. At the time of each such Credit
Event and also after giving effect thereto (i) there shall exist no Default or Event of Default and
(ii) all representations and warranties contained herein and in the other Credit Documents shall be
true and correct in all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date).



6.02 Notice of Borrowing; Competitive Bid Loans; Letter of Credit Request. (a) Prior
to the making of each Loan (excluding Swingline Loans and Competitive Bid Loans), the
Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section
1.03(a). Prior to the making of any Swingline Loan, the Swingline Lender shall have received the
notice required by Section 1.03(b)(i). Prior to the making of any Competitive Bid Loans, all of
the applicable conditions specified in Section 1.04 shall have been satisfied.



(b) Prior to the issuance of each Letter of Credit, the Administrative Agent (if not the
Issuing Bank therefor) and the respective Issuing Bank shall have received a Letter of Credit
Request meeting the requirements of Section 2.03.



6.03 Election to Become an Alternate Currency Revolving Loan Borrower. Prior to the
incurrence of any Revolving Loans or Competitive Bid Loans by, and prior to the issuance of any
Letter of Credit for the account of, an Alternate Currency Revolving Loan Borrower (other than the
Corporation) on or after the Effective Date, the following additional conditions shall be
satisfied:




(i) to the extent the requirements of this clause (i) have not theretofore been
satisfied, such new Alternate Currency Revolving Loan Borrower shall have duly authorized,
executed and delivered to the Administrative Agent an Election to Become an Alternate
Currency Revolving Loan Borrower in the form of Exhibit H-1, which shall be in full force
and effect;




(ii) to the extent the requirements of this clause (ii) have not theretofore been
satisfied, such Alternate Currency Revolving Loan Borrower shall have duly authorized,
executed and delivered to the Administrative Agent for the account of each of the relevant
Alternate Currency RL Lenders (subject to Section 1.06(o)) the appropriate Notes in the
amount, maturity and as otherwise provided herein;




(iii) to the extent not previously accomplished or not otherwise requested by the
Administrative Agent, such Alternate Currency Revolving Loan Borrower shall have duly
authorized, executed and/or delivered to the Administrative Agent such other certificates,
resolutions, opinions and writings that would have been required to be delivered pursuant to
Section 5 if such Alternate Currency Revolving Loan Borrower had been subject to such
Section on the Effective Date, and “know your customer” information, all of which shall be
in form and substance reasonably satisfactory to the Administrative Agent; and




(iv) in the case of any Credit Event involving a Spanish Alternate Currency Revolving
Loan Borrower, a financial transaction number (número de operación financiera) form duly
stamped by the Bank of Spain shall have been delivered to the Administrative Agent.



6.04 Election to Become a Dollar Revolving Loan Borrower. Prior to the incurrence of
any Dollar Revolving Loans or Competitive Bid Loans by, and prior to the issuance of any Letter of
Credit for the account of, a Dollar Revolving Loan Borrower (other than the Corporation) on or
after the Effective Date which has not theretofore complied with the requirements of this Section
6.04, the following additional conditions shall be satisfied:




(i) such new Dollar Revolving Loan Borrower shall have duly authorized, executed and
delivered to the Administrative Agent an Election to Become a Dollar Revolving Loan Borrower
in the form of Exhibit H-2, which shall be in full force and effect;




(ii) such Dollar Revolving Loan Borrower shall have duly authorized, executed and
delivered to the Administrative Agent for the account of each of the relevant RL Lenders
(subject to Section 1.06(o)) the appropriate Dollar Revolving Notes in the amount, maturity
and as otherwise provided herein; and




(iii) to the extent not previously accomplished, such Dollar Revolving Loan Borrower
shall have duly authorized, executed and/or delivered to the Administrative Agent such other
certificates, resolutions, opinions and writings that would have been required to be
delivered pursuant to Section 5 if such Dollar Revolving Loan Borrower had been subject to
such Section on the Effective Date, and “know your customer” information, all of which shall
be in form and substance reasonably satisfactory to the Administrative Agent.



The acceptance of the proceeds of each Loan or the making of each Letter of Credit Request
(occurring on the Initial Borrowing Date and thereafter) shall constitute a representation and
warranty by each Credit Party to the Agents and each of the Lenders that all the conditions
specified in Section 5 (with respect to Credit Events on the Initial Borrowing Date) and in this
Section 6 (with respect to Credit Events on and after the Initial Borrowing Date) and applicable to
such Credit Event are satisfied as of that time. All of the Notes, certificates, legal opinions
and other documents and papers referred to in Section 5 and in this Section 6, unless otherwise
specified, shall be delivered to the Administrative Agent at the Notice Office for the account of
each of the Lenders and shall be in form and substance reasonably satisfactory to the Agents.



SECTION 7. Representations, Warranties and Agreements. In order to induce the Lenders
to enter into this Agreement and to make the Loans, and issue (or participate in) the Letters of
Credit as provided herein, each Borrower makes the following representations, warranties and
agreements, in each case after giving effect to (or, in the case of representations and warranties
made on the Initial Borrowing Date, concurrently with the consummation of) the Transaction, all of
which shall survive the execution and delivery of this Agreement and the Notes and the making of
the Loans and issuance of the Letters of Credit, with the occurrence of each Credit Event on or
after the Initial Borrowing Date being deemed to constitute a representation and warranty that the
matters specified in this Section 7 are true and correct in all material respects on and as of the
date of each such Credit Event (it being understood and agreed that any representation or warranty
which by its terms is made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date):



7.01 Existence; Compliance with Law. Each Credit Party and each of its Subsidiaries
(a) is a real estate investment trust or a corporation, limited liability company or limited
partnership, duly organized or incorporated, validly existing and, if applicable, in good standing
under the laws of the jurisdiction of its formation or incorporation; (b) is duly qualified as a
foreign corporation, limited liability company or limited partnership and, if applicable, in good
standing under the laws of each jurisdiction where such qualification is necessary, except for
failures which in the aggregate could not reasonably be expected to have a Material Adverse Effect;
(c) has all requisite corporate, limited liability company, partnership or other power and
authority and the legal right to own, pledge and mortgage its properties, to lease (as lessee) the
properties that it leases as lessee, to lease or sublease (as lessor) the properties it owns and/or
leases (as lessee) and to conduct its business as now or currently proposed to be conducted, except
where the absence of such power, authority and legal right could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect; (d) is in compliance with all
applicable Requirements of Law except for such non-compliances as individually or in the aggregate
could not reasonably be expected to have a Material Adverse Effect; and (e) has all necessary
licenses, permits, consents or approvals from or by, has made all necessary filings with, and has
given all necessary notices to, each Governmental Authority having jurisdiction, to the extent
required for such ownership, leasing and conduct, except for licenses, permits, consents or
approvals the failure to obtain, file or give notice of, in the aggregate could not reasonably be
expected to have a Material Adverse Effect.



7.02 Power; Authorization; Enforceable Obligations. (a) The execution, delivery and
performance by each Credit Party of the Credit Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby:




(i) are within such Credit Party’s corporate, partnership, limited liability company or
trust powers, as appropriate;




(ii) have been duly authorized by all necessary corporate, partnership, limited
liability company or trust action, as appropriate, including, without limitation, the
consent of stockholders, general and/or limited partners and members where required;




(iii) do not and will not (A) contravene any Credit Party’s or any of its Subsidiary’s
respective declaration of trust, certificate of incorporation or formation or by-laws,
regulations, partnership agreement, operating agreement or other comparable governing
documents, (B) violate any other applicable Requirement of Law (including, without
limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System),
or any order or decree of any Governmental Authority or arbitrator, except to the extent
that any such violation, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect, (C) conflict with or result in the breach of, or
constitute a default under, or result in or permit the termination or acceleration of, (x)
any material indenture, bond, note, instrument or any other material agreement or (y) any
other Contractual Obligation of any Credit Party or any of its Subsidiaries, except, in the
case of this clause (y), to the extent that any such conflict, breach, termination or
acceleration, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of
the Assets of any Credit Party or any of its Subsidiaries; and




(iv) do not require the consent of, authorization by, approval of, notice to, or filing
or registration with, any Governmental Authority or any other Person, other than those which
have been obtained or made, and each of which is in full force and effect.



(b) This Agreement and each of the other Credit Documents when executed and delivered by a
Credit Party which is a party thereto will be duly executed and delivered by such Credit Party.
This Agreement and the other Credit Documents when executed by the Credit Parties party hereto and
thereto will constitute legal, valid and binding obligations (as applicable) of the Credit Parties
party to such Credit Documents (enforceable 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 and, in the case of any Alternate Currency Revolving Loan Borrower
organized in any jurisdiction, subject to such other reservations set forth on Schedule V as to
such jurisdiction).



7.03 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections;
etc. (a) The consolidated financial statements and financial statement schedules of the
Corporation and its Subsidiaries, as of December 31, 2007, 2008 and 2009, filed with the SEC as
part of the Corporation’s annual report on Form 10-K, fairly present in all material respects the
consolidated results of operations of the Corporation and its Subsidiaries for the respective
Fiscal Years ended on such dates, and the consolidated financial position of the Corporation and
its Subsidiaries as at the dates of such balance sheets. All such financial statements have been
prepared in accordance with GAAP consistently applied, except as expressly set forth in the notes
thereto.



(b) Since December 31, 2009 (but, for this purpose, assuming that the Transaction had been
consummated on such date), nothing has occurred that has had, or could reasonably be expected to
have, a Material Adverse Effect.



(c) On and as of the Initial Borrowing Date, after giving effect to the Transaction and to all
Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit
Parties in connection therewith, (a) the sum of the assets, at a fair valuation, of the Corporation
and its Subsidiaries taken as a whole will exceed their debts; (b) the Corporation and its
Subsidiaries taken as a whole have not incurred and do not intend to incur, and do not believe that
they will incur, debts beyond their ability to pay such debts as such debts mature; and (c) the
Corporation and its Subsidiaries taken as a whole do not have unreasonably small capital with which
to conduct their businesses. For purposes of this Section 7.03(c), “debt” means any liability on a
claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.



(d) Except as disclosed in the financial statements delivered pursuant to Section 7.03(a) and
the Indebtedness incurred in connection with the Transaction, there were as of the Initial
Borrowing Date no liabilities or obligations with respect to the Corporation or any of its
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, has had or could reasonably be
expected to have a Material Adverse Effect. As of the Initial Borrowing Date, no Borrower knows of
any basis for the assertion against it or any of its Subsidiaries of any liability or obligation of
any nature whatsoever that is not disclosed in the financial statements delivered pursuant to
Section 7.03(a) which, either individually or in the aggregate, has had or could reasonably be
expected to have a Material Adverse Effect.



(e) On and as of the Initial Borrowing Date, the Projections are based on good faith estimates
and assumptions believed to be reasonable at the time made; provided, however, that
the Corporation makes no representation or warranty that such assumptions will prove in the future
to be accurate or that the Corporation and its Subsidiaries will achieve the financial results
reflected in such projections (it being understood that such Projections are not to be viewed as
facts and are subject to significant uncertainties and contingencies, many of which are beyond the
Corporation’s control, that no assurance can be given that any particular Projections will be
realized and that actual results may differ and that such differences may be material).



7.04 Litigation. There are no pending or, to the best knowledge of any Borrower,
threatened actions, investigations or proceedings affecting the Corporation, any of its
Subsidiaries or any other Credit Party, or any of their respective Assets or revenues before any
court, Governmental Authority or arbitrator, that in the aggregate have had, or could reasonably be
expected to have, a Material Adverse Effect. None of the Corporation or any of its Subsidiaries is
in default with respect to any order, writ, injunction, decree, rule or regulation of any
Governmental Authority, which default has had, or could reasonably be expected to have, a Material
Adverse Effect.



7.05 True and Complete Disclosure. As of the Initial Borrowing Date, neither this
Agreement nor any factual information set forth in the Bank Information Memorandum (excluding
Projections (which are covered in Section 7.03(e)), other forward looking information and
information of a general economic or industry nature), when taken as a whole contained any untrue
statement of a material fact or omitted to state a material fact, under the circumstances under
which it was made, necessary in order to make the statements contained herein or therein not
materially misleading in light of the circumstances under which such statements were made. As of
the Initial Borrowing Date, there is no fact known to the Corporation which has not been disclosed
to the Lenders and which, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.



7.06 Use of Proceeds. (a) The proceeds of Revolving Loans, Swingline Loans and
Competitive Bid Loans incurred by the respective Borrower will be used (x) to finance the
Transaction and to pay fees and expenses incurred in connection therewith and (y) for such
Borrower’s and its Subsidiaries’ general corporate and working capital purposes.



(b) Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of
any other Credit Event will violate or be inconsistent with the provisions of Regulation T, U or X
or be used to purchase or carry Margin Stock.



(c) At the time of each Credit Event occurring on or after the Initial Borrowing Date, not
more than 25% of the value of the assets of the Corporation and its Subsidiaries taken as a whole
will constitute Margin Stock.



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



7.08 Compliance with ERISA. (a) Except as would not result in a Material Adverse
Effect, (i) each Plan is in compliance in form and operation with its terms and with applicable
provisions of ERISA and the Code; (ii) each Plan (and each related trust, if any) which is intended
to be qualified under Section 401(a) of the Code has received a favorable determination letter from
the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code
covering all applicable tax law changes or is comprised of a master or prototype plan that has
received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such
determination that would adversely affect such determination (or, in the case of a Plan with no
determination, nothing has occurred that would materially adversely affect the issuance of a
favorable determination letter or otherwise materially adversely affect such qualification); (iii)
no ERISA Event has occurred during the last 3 years; (iv) there exists no Unfunded Pension
Liability with respect to any Plan; (v) there are no actions, suits or claims pending against or
involving a Plan (other than routine claims for benefits) or, to the knowledge of any Borrower, a
Subsidiary of any Borrower or any ERISA Affiliate, threatened, which would reasonably be expected
to be asserted successfully against any Plan; (vi) none of any Borrower, a Subsidiary of any
Borrower or any ERISA Affiliate have incurred or reasonably expect to incur any liability to the
PBGC save for any liability for premiums due in the ordinary course or other liability; and (vii)
no lien imposed under the Code or ERISA on the assets of any Borrower or any Subsidiary of any
Borrower or any ERISA Affiliate arising from or relating to a Plan exists or is likely to arise on
account of any Plan.



(b) Except as would not result in a Material Adverse Effect, (i) each Foreign Pension Plan has
been maintained in compliance with its terms and with the requirements of applicable laws and has
been maintained, where required, in good standing with applicable regulatory authorities; (ii) all
contributions required to be made with respect to a Foreign Pension Plan have been timely made;
(iii) none of any Borrower nor any Subsidiary of any Borrower has incurred any obligation in
connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (iv) the
present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension
Plan, determined as of the end of any Borrower’s most recently ended fiscal year on the basis of
actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets
of such Foreign Pension Plan allocable to such benefit liabilities.



7.09 Property. Subject to Section 7.12, each of the Corporation and each of its
Subsidiaries has good title and each of valid leasehold interests to each of the properties and
assets reflected on the most recent balance sheet referred to in Section 7.03(a) or delivered under
Section 8.01 (other than properties or assets (x) owned by a Person that is consolidated with the
Corporation or any of its Subsidiaries under GAAP but is not a Subsidiary of the Corporation, (y)
sold or otherwise disposed of since the date of such balance sheet in the ordinary course of
business and (z) as otherwise permitted by the terms of this Agreement), except for defects in
title or interests that would not reasonably be expected to have Material Adverse Effect, and all
such properties and assets are free and clear of Liens, except Permitted Liens.



7.10 Investment Company Act. Neither any Credit Party nor any of its Subsidiaries is
an “investment company” or a company “controlled” by an “investment company,” within the meaning of
the Investment Company Act of 1940, as amended.



7.11 Environmental Matters. (a) Each Borrower and each of its Subsidiaries have
complied with, and on the date of such Credit Event are in compliance with, all applicable
Environmental Laws and the requirements of any permits issued under such Environmental Laws. There
are no pending or, to the best knowledge of each Borrower, threatened Environmental Claims against
any Borrower or any of its Subsidiaries (including any such Environmental Claim arising out of the
ownership or operation by any Borrower or any of its Subsidiaries of any Real Property no longer
owned or operated by any Borrower or any of its Subsidiaries) or any Real Property owned or
operated by any Borrower or any of its Subsidiaries. To the knowledge of each Borrower, there are
no facts, circumstances or conditions with respect to the business or operations of any Borrower or
any of its Subsidiaries or any Real Property owned or operated by any Borrower or any of its
Subsidiaries (including any Real Property formerly owned or operated by any Borrower or any of its
Subsidiaries but no longer owned or operated by any Borrower or any of its Subsidiaries) or any
real property adjoining or adjacent to any such Real Property that would reasonably be expected (i)
to form the basis of an Environmental Claim against any Borrower or any of its Subsidiaries or any
Real Property owned or operated by any Borrower or any of its Subsidiaries, or (ii) to cause any
Real Property owned or operated by any Borrower or any of its Subsidiaries to be subject to any
restrictions imposed by Environmental Laws on the nature of the use or the transferability of such
Real Property by any Borrower or any of its Subsidiaries under any applicable Environmental Law.



(b) Hazardous Materials have not been Released on or from, generated, used, treated or stored
on, or transported to or from, any Real Property owned or operated by any Borrower or any of its
Subsidiaries where such Release, generation, use, treatment, storage or transportation has violated
or would reasonably be expected to violate any applicable Environmental Law.



(c) Notwithstanding anything to the contrary in preceding clauses (a) and (b) of this Section
7.11, the representations made in preceding clauses (a) and (b) of this Section 7.11 shall not be
untrue unless the aggregate effect of all violations, Environmental Claims, facts, circumstances,
conditions, occurrences, restrictions, failures and noncompliances subject to or governed by
Environmental Laws would reasonably be expected to have a Material Adverse Effect.



7.12 Intellectual Property, Licenses, Franchises and Formulas. Each Borrower and each
of its Subsidiaries owns, or has the right to use, all the patents, trademarks, permits, service
marks, trade names, copyrights, licenses, franchises, proprietary information (including, but not
limited to, rights in computer programs and databases) and formulas, or other rights with respect
to the foregoing, or has obtained assignments of all leases and other rights of whatever nature,
necessary for the present conduct of its business, without any known conflict with the rights of
others which, or the failure to own, have or obtain which, as the case may be, could reasonably be
expected to result in a Material Adverse Effect.



7.13 Scheduled Existing Indebtedness, etc. (a) Schedule 7.13 sets forth a true and
complete list of all Indebtedness of the Credit Parties (other than (i) Indebtedness owed by any
Credit Party to any of the Corporation or any of its Subsidiaries, (ii) Contingent Obligations in
respect of obligations other than Indebtedness, (iii) “bad boy” guarantees issued by any Credit
Party in respect of certain obligations under joint venture arrangements or (iv) obligations under
any Interest Rate Protection Agreement, any Other Hedging Agreement or under any similar type of
agreement) as of February 28, 2010 and which is to remain outstanding after giving effect to the
Transaction (excluding the Loans and the Letters of Credit, the “Scheduled Existing
Indebtedness”), in each case, showing the aggregate principal amount thereof and the name of
the respective borrower. Since February 28, 2010, no Credit Party has incurred any material
Indebtedness.



(b) As of the Initial Borrowing Date, the Existing Senior Notes are not guaranteed by any
Person.



SECTION 8. Affirmative Covenants. Each Borrower hereby covenants and agrees that on
and after the Effective Date and until the Total Commitment and all Letters of Credit have
terminated and the Loans, Notes and Unpaid Drawings, together with interest, Fees and all other
Obligations (other than contingent indemnification obligations) incurred hereunder and thereunder,
are paid in full:



8.01 Information Covenants. The Corporation will furnish to the Lenders:



(a) Quarterly Financial Statements. Within 55 days after the close of the first three
quarterly accounting periods in each Fiscal Year of the Corporation, (i) the consolidated balance
sheet of the Corporation and its Subsidiaries as at the end of such quarterly accounting period,
and the related consolidated statements of income and retained earnings and statement of cash flows
for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the
last day of such quarterly accounting period, in each case setting forth comparative figures for
the related periods in the prior Fiscal Year, all of which shall be certified by the chief
financial officer of the Corporation (or by the Senior Vice President and Treasurer or Senior Vice
President and Corporate Controller of the Corporation), subject only to normal year-end audit
adjustments and the absence of footnotes and (ii) management’s discussion and analysis of the
important operational and financial developments during the quarterly and year-to-date periods.



(b) Annual Financial Statements. Within 100 days after the close of each Fiscal Year
of the Corporation, (i) the consolidated balance sheet of the Corporation and its Subsidiaries as
at the end of such Fiscal Year, and the related consolidated statements of income and retained
earnings and of cash flows for such Fiscal Year setting forth comparative figures for the preceding
Fiscal Year and certified (without a “going concern” or like qualification or exception and without
any qualification or exception as to scope of audit) by independent certified public accountants of
recognized national standing reasonably acceptable to the Administrative Agent, together with a
report of such accounting firm stating that in the course of its regular audit of the respective
financial statements, which audit was conducted in accordance with generally accepted auditing
standards, such accounting firm obtained no knowledge of any Default or Event of Default which has
occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of
Default has occurred and is continuing, a statement as to the nature thereof and (ii) management’s
discussion and analysis of the important operational and financial developments during the
respective Fiscal Year.



(c) Budgets. On March 1 of each Fiscal Year, a budget for such Fiscal Year prepared
by the Corporation (on a consolidated basis) in reasonable detail and in form reasonably
satisfactory to the Administrative Agent and accompanied by the statement of the chief financial
officer of the Corporation (or by the Senior Vice President and Treasurer or Senior Vice President
and Corporate Controller of the Corporation) to the effect that, to the best of his knowledge, the
budget is a reasonable estimate for the period covered thereby.



(d) Officer’s Certificates. As of the date of the delivery of the financial
statements provided for in Sections 8.01(a) and (b), a certificate of the chief financial officer
of the Corporation (or by the Senior Vice President and Treasurer or Senior Vice President and
Corporate Controller of the Corporation), in form satisfactory to the Agents, to the effect that,
to the best of such officer’s knowledge, no Default or Event of Default has occurred and is
continuing or, if any Default or Event of Default has occurred and is continuing, specifying the
nature and extent thereof, which certificate shall (x) set forth in reasonable detail the
calculations required to establish whether the Borrowers and their Subsidiaries were in compliance
with the provisions of Sections 9.01, 9.03, 9.04 and 9.05 at the end of such fiscal quarter or
Fiscal Year, as the case may be, (y) set forth its Unsecured Debt Ratings and (z) set forth the
calculations required to establish the Applicable Margin and the Consolidated Leverage Ratio as at
the last day of such fiscal quarter or Fiscal Year, as the case may be.



(e) Notice of Default or Litigation. Promptly, and in any event within five Business
Days (or ten Business Days in the case of following clause (ii)) after any Authorized Officer of
any Borrower obtains actual knowledge thereof, notice of (i) the occurrence of any event which
constitutes a Default or an Event of Default and (ii) any litigation or governmental investigation
or proceeding pending (x) against any Borrower or any of its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect, (y) with respect to any material Indebtedness of any
Borrower or any of its Subsidiaries or (z) with respect to any Credit Document.



(f) Other Information. From time to time, such other information or documents
(financial or otherwise) with respect to any Borrower or any of its Subsidiaries as either Agent or
any Lender may reasonably request.



(g) Delivery of Information. Information required to be delivered pursuant to
paragraphs (a) and (b) shall be deemed to have been delivered on the date on which the Corporation
provides notice to the Administrative Agent that such information has been posted on the
Corporation’s website on the internet at the website address listed on the signature pages of such
notice, at www.sec.gov or at another website accessible by the Lenders without charge;
provided that the Corporation shall deliver paper copies of the reports and financial
statements referred to in paragraphs (a) and (b) of this Section 8.01 to the Administrative Agent
or any Lender who requests the Corporation to deliver such paper copies until written notice to
cease delivering paper copies is given by the Administrative Agent or such Lender.



8.02 Books, Records and Inspections. Each Borrower will, and the Corporation will
cause each Subsidiary to, maintain or cause to be maintained at all times true and complete in all
material respects books and records of its financial operations (in accordance with GAAP) and
provide the Administrative Agent and its representatives reasonable access to all such books and
records and to any of their properties or assets during regular business hours and upon advance
written notice (provided that reasonable access to such books and records and to each
Borrower’s properties or assets shall be made available to the Lenders if an Event of Default has
occurred and is continuing), in order that the Administrative Agent may make such audits and
examinations and make abstracts from such books, accounts and records (in each case subject to each
Borrower or the Corporation’s Subsidiaries’ obligations under applicable confidentiality
provisions) and may discuss the affairs, finances and accounts with, and be advised as to the same
by, officers and, so long as a representative of such Borrower or such Subsidiary is present,
independent accountants, all as the Administrative Agent may deem appropriate for the purpose of
verifying the various reports delivered pursuant to this Agreement or for otherwise ascertaining
compliance with this Agreement. Notwithstanding Section 13.01, unless any such visit or inspection
is conducted after the occurrence and during the continuance of a Default or an Event of Default,
the Corporation shall not be required to pay any costs or expenses incurred by the Administrative
Agent, any Lender or any other Person in connection with such visit or inspection.



8.03 Maintenance of Insurance. Each Borrower will, and the Corporation will cause
each of its Subsidiaries to, maintain (either in the name of such Borrower or in such Subsidiary’s
own name) with financially sound and responsible insurance companies, insurance in at least such
amounts and against at least such risks as are customarily insured against by companies engaged in
the same or a similar business. Notwithstanding the foregoing, each Borrower may self-insure with
respect to such risks with respect to which companies of established repute engaged in the same or
similar business in the same general area usually self-insure.



8.04 Corporate Franchises. Each Borrower will, and the Corporation will cause each of
its Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full
force and effect its existence and its material rights, franchises, licenses permits and
intellectual property; provided, however, that (i) nothing in this Section 8.04
shall prevent (x) transactions permitted under Section 9.02 or (y) the liquidation of any
Subsidiary (which Subsidiary is not itself a Credit Party) if the Corporation determines that such
liquidation could not reasonably be expected to have a Material Adverse Effect and (ii) neither any
Borrower nor any such Subsidiary shall be required to preserve its existence (other than the
corporate or other applicable existence of each Borrower) or any right, franchise, license, permit
or intellectual property if, in the good faith business judgment of the Corporation, the
termination of or failure to preserve and keep in full force and effect such existence, right,
franchise, license, permit or intellectual property would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



8.05 Compliance with Statutes, etc. Each Borrower will, and the Corporation will
cause each of its Subsidiaries to, comply with all Requirements of Law (including, without
limitation, all Environmental Laws and the rules and regulations thereunder), except such
noncompliances as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



8.06 ERISA. As soon as reasonably practicable and, in any event, within fifteen (15)
days after any Borrower, any Subsidiary of any Borrower or any ERISA Affiliate knows or has reason
to know of (i) the occurrence of any ERISA Event, (ii) the adoption of, or the commencement of
contributions to, any Plan subject to Section 412 of the Code by any Borrower, a Subsidiary of any
Borrower, or (iii) the adoption of any amendment to a Plan subject to Section 412 of the Code
which results in a material increase in contribution obligations of any Borrower, a Subsidiary of
any Borrower or any ERISA Affiliate, a Borrower will deliver, or cause to be delivered, to the
Lenders a certificate of the chief financial officer, treasurer or controller of any Borrower
setting forth the reasonable details as to such occurrence and the action, if any, that such
Borrower, such Subsidiary or such ERISA Affiliate is required or proposes to take, together with
any notices required or proposed to be given or filed by such Borrower, such Subsidiary, the Plan
Administrator or such ERISA Affiliate to or with the PBGC or any other government agency, and any
notices received by such Borrower, such Subsidiary or ERISA Affiliate from the PBGC or any other
government agency. Each Borrower will deliver to such Lender (i) upon the request of such Lender,
a complete copy of the annual report (on U.S. Internal Revenue Service Form 5500-series) of each
Plan (including, to the extent required, the related financial and actuarial statements and
opinions and other supporting statements, certifications, schedules and information) required to be
filed with the U.S. Internal Revenue Service and (ii) copies of any records, documents, notices,
certificates or other information that must be furnished to or are received by any Borrower or any
of its Subsidiaries or ERISA Affiliates from the PBGC or any other governmental agency with respect
to any Plan.



8.07 End of Fiscal Years; Fiscal Quarters. The Corporation will cause (i) each of
its, and each of its Subsidiaries’, Fiscal Years to end on December 31 of each year and (ii) each
of its, and each of its Subsidiaries’, fiscal quarters to end on dates which are consistent with a
Fiscal Year ending December 31.



8.08 Maintenance of Properties. Each Borrower will, and the Corporation will cause
each of its Subsidiaries to, keep all property necessary to the business of such Borrower and each
such Subsidiary in good working order and condition consistent with industry practice, ordinary
wear and tear excepted, except such non-compliances with the foregoing as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.



8.09 Payment of Taxes. Each Borrower will, and the Corporation will cause each of its
Subsidiaries to, pay and discharge, or cause to be paid and discharged, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or upon any
properties belonging to it, prior to the date on which penalties attach thereto, and all lawful
claims which, if unpaid, might become a lien not otherwise permitted under Section 9.01(i);
provided that no Borrower or any of its Subsidiaries will be required to pay any such tax,
assessment, charge, levy or claim which (x) is being contested in good faith and by appropriate
proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP and
(y) would not reasonably be expected to have a Material Adverse Effect.



SECTION 9. Negative Covenants. Each of the Borrowers hereby covenants and agrees that
on and after the Effective Date and until the Total Commitment and all Letters of Credit have
terminated and the Loans, Notes and Unpaid Drawings, together with interest, Fees and all other
Obligations (other than contingent indemnification obligations) incurred hereunder and thereunder,
are paid in full:



9.01 Liens. No Borrower will, nor will any Borrower permit any of its Subsidiaries
to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or
assets (real or personal, tangible or intangible) of such Borrower or any of its Subsidiaries,
whether now owned or hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase or leaseback such property or
assets (including sales of accounts receivable with recourse to such Borrower or any of its
Subsidiaries), or assign any right to receive income or permit the filing of any financing
statement under the UCC or any other similar notice of Lien under any similar recording or notice
statute; provided that the provisions of this Section 9.01 shall not prevent the creation,
incurrence, assumption or existence of the following (Liens described below are herein referred to
as “Permitted Liens”):




(i) inchoate Liens for taxes, assessments or governmental or quasi-governmental charges
or levies not yet due and payable or Liens for taxes, assessments or governmental or
quasi-governmental charges or levies being contested in good faith and by appropriate
proceedings for which adequate reserves have been established in accordance with generally
accepted accounting principles;




(ii) Liens in respect of assets of any Borrower or any of its Subsidiaries incidental
to the conduct of its business or the ownership of its assets which were not incurred in
connection with the borrowing of money, and which (x) do not in the aggregate materially
detract from the value of its assets or materially impair the use thereof in the operation
of its business and (y) do not secure obligations in excess of $75,000,000 at any time;




(iii) Liens in existence on the Initial Borrowing Date which are listed, and the
property subject thereto described, in Schedule 9.01 (“Existing Liens”), and giving
effect to any renewals, replacements and extensions of such Liens, in each case so long as
(x) the principal amount of the obligations secured thereby is not increased as a result
thereof (except to the extent any such incremental obligations are independently justified
under (and applied as a utilization of the basket described in) Section 9.01(xviii) below or
as otherwise expressly permitted by Schedule 9.01) and (y) such renewals, replacements and
extensions do not result in (I) Liens applying to any Assets which are not already subject
to the Liens securing the respective obligations being renewed, replaced or extended or (II)
except as expressly permitted by Schedule 9.01, an increase in the amount of any category of
Assets which are subject to the Liens securing the respective obligations being renewed,
replaced or extended);




(iv) licenses, leases, sublicenses or subleases granted to other Persons not materially
interfering with the conduct of the business of any Borrower and its Subsidiaries taken as a
whole;




(v) any Lien on any asset of any Borrower or any of its Subsidiaries (I) subject to
Capitalized Lease Obligations or (II) securing other Indebtedness incurred or assumed for
the purpose of financing all or any part of the cost of acquiring or constructing such asset
(it being understood that, for this purpose, the acquisition of a Person is also an
acquisition of the assets of such Person); provided that (x) the Lien encumbering
the asset or assets giving rise to such Capitalized Lease Obligation or other Indebtedness,
as the case may be, does not encumber any other asset of such Borrower or any Subsidiary of
such Borrower and (y) except in the case of a Lien securing Capitalized Lease Obligations,
any such Lien attaches to such asset concurrently with, or within 180 days after, the
acquisition thereof, or such longer period, not to exceed 12 months, due to the
Corporation’s or its respective Subsidiaries’ inability to retain the requisite governmental
approvals with respect to such acquisition; provided further, that, in the case of
any asset constituting Real Property, (i) the Lien attaches within 12 months after the
latest of the acquisition thereof, the completion of construction thereon or the
commencement of full operation thereof and (ii) the Indebtedness so secured does not exceed
the sum of (x) the purchase price of such Real Property plus (y) the costs of such
construction;




(vi) easements, rights-of-way, restrictions, encroachments and other similar charges or
encumbrances, and minor title deficiencies, in each case not securing Indebtedness and,
except in the case of those arising out of a governmental taking or threatened governmental
taking, not materially interfering with the conduct of the business of any Borrower or any
of its Subsidiaries;




(vii) Liens arising from precautionary UCC financing statement filings (or equivalent
filings, registrations or agreements in foreign jurisdictions) regarding operating leases
entered into by any Borrower or any of its Subsidiaries in the ordinary course of business;




(viii) all Liens arising from, and UCC financing statement filings (or equivalent
filings, registrations or agreements in foreign jurisdictions) made in connection with, the
securitization, sale or other non-recourse financing of timeshare receivables (irrespective
of whether such transactions appear on the consolidated balance sheet of the Corporation),
so long as the only Assets subject to such Liens are timeshare receivables, customary
related contractual and other rights and any proceeds of the foregoing;




(ix) to the extent not covered by clause (ii) above, Liens securing judgments which do
not constitute an Event of Default, provided that no cash or property is deposited
or delivered to secure the respective judgment (or any appeal bond in respect thereof);




(x) statutory and common law landlords’ liens under leases to which any Borrower or any
of its Subsidiaries is a party;




(xi) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, solicitors or
other Liens arising in the ordinary course of business which (x) do not secure Indebtedness
for borrowed money and (y)(I) do not in the aggregate materially detract from the value of
the relevant property or assets of any Borrower or Subsidiary of any Borrower or materially
impair the use thereof in the operation of the business of any Borrower or Subsidiary of any
Borrower or (II) are being contested in good faith by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the property or assets
subject to any such Lien;




(xii) Liens (other than Liens imposed under ERISA) incurred in the ordinary course of
business in connection with workers compensation claims, unemployment insurance and social
security benefits and Liens securing the performance of bids, tenders, leases and contracts
in the ordinary course of business, statutory obligations, surety bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of business and
consistent with past practices (exclusive of obligations in respect of the payment for
borrowed money);




(xiii) normal and customary Liens in favor of a banks or other depository or financial
institutions arising as a matter of law and encumbering deposits or other funds maintained
with such financial institution (including rights of setoff);




(xiv) Liens on property or assets acquired by any Borrower or any of its Subsidiaries,
or on property or assets of a Subsidiary acquired by any Borrower or any of its
Subsidiaries, in each case in existence at the time such acquisition is consummated,
provided that such Liens are not incurred in connection with or in contemplation or
anticipation of such acquisition and do not attach to any other asset of such Borrower or
any of its Subsidiaries;




(xv) Liens resulting from the refinancing, renewal or extension of obligations secured
by any Lien permitted by clauses (v) and (xiv) of this Section 9.01, so long as (x) the
principal amount of the obligations secured thereby is not increased as a result thereof
(except to the extent any such incremental obligations are independently justified under
(and applied as a utilization of the basket described in) Section 9.01(xviii) below) and (y)
such renewals, replacements and extensions do not result in Liens applying to any Assets
which are not already subject to the Liens securing the respective obligations being
renewed, replaced or extended;




(xvi) intercompany Indebtedness owed by and among the Corporation and any of its
Wholly-Owned Subsidiaries may be secured by any Assets of the respective obligor;




(xvii) Liens on Segregated Funds (and deposit accounts in which Segregated Funds are
deposited) pledged by the Corporation or any of its Subsidiaries to secure Defeased Debt in
accordance with the terms of the documentation governing the same; and




(xviii) Liens on Assets of the Corporation or any of its Subsidiaries and not otherwise
permitted by the foregoing clauses (i) through (xvii), so long as the lesser of (x) the
aggregate fair market value (as reasonably determined by the senior management of the
Corporation) of all of the Assets subject to such Liens and (y) 125% of the maximum amount
of the obligations secured by such Liens, as applicable, does not exceed at any time 10% of
Consolidated Net Tangible Assets (determined as of the date of the most recent incurrence of
such Liens or related obligations (or any increase thereof) by reference to the then most
recent date for which the Corporation has delivered (or was required to deliver, if such
delivery has not been made) its financial statements under Section 8.01(a) or (b), as
applicable, or, if the Corporation has not yet been required to deliver financial statements
under Section 8.01, determined as of December 31, 2009).



9.02 Consolidation, Merger, Sale of Assets, Lease Obligations, etc. No Borrower will,
nor will any Borrower permit any of its Subsidiaries to, enter into transaction of merger,
consolidation or amalgamation, or convey, sell, lease or otherwise dispose of all or any
substantial part of the property or assets of such Borrower or such Subsidiary (other than
inventory, goods, materials or equipment (in each case other than Real Property) in the ordinary
course of business), unless: (i) no Specified Default or Event of Default then exists or would
result therefrom, (ii) in the case of a merger, consolidation or amalgamation involving an
Alternate Currency Revolving Loan Borrower (other than the Corporation), an Alternate Currency
Revolving Loan Borrower is the surviving corporation of such merger, consolidation or amalgamation,
and (iii) in the case of a merger, consolidation or amalgamation involving the Corporation or any
other Dollar Revolving Loan Borrower and any other Person, the Corporation or such other Dollar
Revolving Loan Borrower, as the case may be, shall be the surviving corporation of such merger,
consolidation or amalgamation, provided that notwithstanding the foregoing:




(1) in the case of a merger, consolidation or amalgamation described in clause (iii).
The Corporation or such other Dollar Revolving Loan Borrower, as the case may be, shall not
be required to be the surviving corporation of such merger, consolidation or amalgamation,
so long as (x) the respective entity which survives such merger, consolidation or
amalgamation, assumes all of the obligations of the Corporation or such other Dollar
Revolving Loan Borrower, as the case may be, under the Credit Documents to which it is a
party pursuant to documentation reasonably satisfactory to the Administrative Agent and the
Required Lenders, (y) the Required Lenders shall have consented thereto on such additional
terms and conditions satisfactory to them and (z) such surviving entity shall have delivered
such opinions of counsel and such other documentation (including revised Notes and evidence
of good standing) as shall be reasonably requested by the Administrative Agent or any
Lender;




(2) in the case of a merger, consolidation or amalgamation of an Alternate Currency
Revolving Loan Borrower (other than the Corporation) and a Dollar Revolving Loan Borrower,
the Dollar Revolving Loan Borrower shall be the surviving corporation of such merger,
consolidation or amalgamation;




(3) no Alternate Currency Revolving Loan Borrower (other than the Corporation) shall be
permitted to merge, consolidate or amalgamate with any other Alternate Currency Revolving
Loan Borrower unless both Alternate Currency Revolving Loan Borrowers subject to such
transaction are organized in the same jurisdiction; and




(4) in the case of a merger, consolidation or amalgamation of the Corporation and
another Dollar Revolving Loan Borrower, the Corporation shall be the surviving corporation
of such merger, consolidation or amalgamation.



9.03 Restricted Payments. No Borrower will, nor will any Borrower permit any of its
Subsidiaries to, authorize, declare or pay any Dividends, except that:




(i) any Subsidiary of the Corporation may authorize, declare and pay cash Dividends to
the Corporation or to any Wholly-Owned Subsidiary of the Corporation;




(ii) any Subsidiary of the Corporation that is not a Wholly-Owned Subsidiary may
authorize, declare and pay Dividends to its shareholders, members or partners generally, so
long as the Corporation or its respective Subsidiary which owns the equity interests in the
Subsidiary paying such Dividends receives at least its proportionate share thereof (based
upon its relative holding of the equity interests in the Subsidiary paying such Dividends
and taking into account the relative preferences, if any, of the various classes of equity
interests of such Subsidiary); and




(iii) the Corporation may authorize, declare and make an annual Dividend once per
Fiscal Year in the form of a cash distribution to its shareholders (payable in the first
fiscal quarter of each Fiscal Year) in an amount not to exceed $100,000,000 per Fiscal Year;
provided that (x) in no event shall the amount of such Dividend paid in any Fiscal Year
exceed Excess Cash Flow for the immediately preceding Fiscal Year, (y) in no event shall any
Dividend be authorized, declared or made, unless (1) the Consolidated Leverage Ratio
(determined, for this purpose, on a Pro Forma Basis based on the Consolidated Indebtedness
as of the date of such authorization, declaration or cash distribution after giving effect
to any Indebtedness incurred (or to be incurred) to make such cash distribution) as at the
last day of the Reference Period then last ended is less than 5.00:1.00 and (2) no Specified
Default or Event of Default exists at the time of the respective authorization, declaration
or distribution or would exist immediately after giving effect thereto and (z) on or prior
to the date of the payment of such Dividend, the Corporation shall have furnished to the
Administrative Agent a certificate from an Authorized Officer of the Corporation certifying
to the best of his or her knowledge as to compliance with the requirements of this clause
(iii) and containing the calculations (in reasonable detail) required to demonstrate
compliance with preceding subclauses (x) and (y)(1); and




(iv) the Corporation may authorize, declare and make Dividends in the form of share
repurchases from time to time, so long as (x) the Consolidated Leverage Ratio as at the last
day of the most recently ended Reference Period (determined, for this purpose, on a
Pro Forma Basis based on the Consolidated Indebtedness as of the date of
such authorization, declaration or repurchase after giving effect to any Indebtedness
incurred (or to be incurred) to make such repurchase) is less than 4.50:1.00, (y) no
Specified Default or Event of Default exists at the time of the respective authorization,
declaration or repurchase or would exist immediately after giving effect thereto and (z) on
or prior to the date of the payment of such Dividends, the Corporation shall have furnished
to the Administrative Agent a certificate from an Authorized Officer of the Corporation
certifying to the best of his or her knowledge as to compliance with the requirements of
preceding subclauses (x) and (y) and containing the calculations (in reasonable detail)
required to demonstrate compliance with preceding subclause (x).



Notwithstanding anything to the contrary contained above in this Section 9.03, the Corporation
shall be permitted to authorize, declare and pay Dividends in its discretion upon the earliest to
occur of the following: (I) the Consolidated Leverage Ratio having been less than 4.00:1.00 for two
consecutive Test Periods (as set forth in two officer’s certificates delivered pursuant to Section
8.01(d) in respect of two consecutive fiscal periods), (II) an Unsecured Debt Rating of BBB- or
higher having been assigned by S&P or Baa3 or higher having been assigned by Moody’s, and (III) the
Corporation having (x) voluntarily elected (by delivery of an irrevocable written notice of such
election to the Administrative Agent) to reset the maximum Consolidated Leverage Ratio permitted
under Section 9.05 for all periods after the date of such election at 4.50:1.00 (any such election,
a “Leverage Ratio Reset Election”) and (y) delivered an officers’ certificate pursuant to
Section 8.01(d) demonstrating compliance with such Consolidated Leverage Ratio pursuant to Section
9.05 as at the last day of the first fiscal quarter or Fiscal Year, as the case may be, ended after
the Leverage Ratio Reset Election; provided that no such Dividend described above shall be
permitted if a Specified Default or Event of Default exists at the time of the respective
authorization, declaration or payment of such Dividend or would exist immediately after giving
effect thereto.



9.04 Consolidated Interest Coverage Ratio. The Corporation will not permit the
Consolidated Interest Coverage Ratio for any Test Period ending on the last day of any fiscal
quarter of the Corporation to be less than 2:50:1.00.



9.05 Maximum Consolidated Leverage Ratio. The Corporation will not permit the
Consolidated Leverage Ratio on the last day of any fiscal quarter of the Corporation occurring
during a period set forth below to be greater than the ratio set forth opposite such period below:



	 	 	 
	Period	 	Ratio
	From the Initial Borrowing Date through and including the last day

of the Corporation’s fiscal quarter ending June 30, 2011

	 	

5.50:1.00
	The first day of the Corporation’s fiscal quarter ending September

30, 2011 through and including the last day of the Corporation’s

fiscal quarter ending December 31, 2011

	 	



5.25:1.00
	The first day of the Corporation’s fiscal quarter ending March 31,

2012 through and including the last day of the Corporation’s

fiscal quarter ending June 30, 2012

	 	



5.00:1.00
	The first day of the Corporation’s fiscal quarter ending September

30, 2012 through and including the last day of the Corporation’s

fiscal quarter ending December 31, 2012

	 	



4.75:1.00
	Thereafter

	 	4.50:1.00.






provided, however that, on and after the Leverage Ratio Reset Election, the
Corporation will not permit the Consolidated Leverage Ratio on the last day of any fiscal quarter
of the Corporation to be greater 4.50:1.00.



9.06 Business. No Borrower will, nor will any Borrower permit any of its Subsidiaries
to, engage (directly or indirectly) in any business other than the Hotel Business.



9.07 Transaction with Affiliates. No Borrower will, nor will any Borrower permit any
of its Subsidiaries to, enter into any transaction (or series of related transactions) with any
Affiliate of the Corporation or any of its Subsidiaries that is material to the Corporation and its
Subsidiaries as a whole other than on terms and conditions substantially as favorable to such
Borrower or such Subsidiary as would reasonably be obtained by such Borrower or such Subsidiary at
that time in a comparable arm’s-length transaction with a Person other than an Affiliate;
provided, however, that the foregoing shall not prohibit (x) transactions among the
Corporation and/or its Wholly-Owned Subsidiaries and (y) the authorization, declaration and payment
of Dividends by the Corporation and its Subsidiaries as permitted by Section 9.03.



SECTION 10. Events of Default. Upon the occurrence of any of the following specified
events (each, an “Event of Default”):



10.01 Payments. Any Borrower shall (i) default in the payment when due of any
principal of (or any Face Amount of, as the case may be) any Loan or any Note or (ii) default, and
such default shall continue unremedied for two or more Business Days, in the payment when due of
any interest on any Loan or Note, any Unpaid Drawing (or the interest thereon) or any Fees or any
other amounts owing hereunder or thereunder; or



10.02 Representations, etc. Any representation, warranty or statement made by any
Credit Party herein or in any other Credit Document or in any certificate delivered to any Agent or
any Lender pursuant hereto or thereto shall prove to be untrue in any material respect on the date
as of which made or deemed made; or



10.03 Covenants. Any Credit Party shall (i) default in the due performance or
observance by it of any term, covenant or agreement contained in Section 4.02(d), 8.01(e)(i), 8.04
(but only to the extent arising from the failure of any Credit Party to preserve and keep in full
force and effect its existence) or 9 or (ii) default in the due performance or observance by it of
any other term, covenant or agreement contained in this Agreement or any other Credit Document
(other than those set forth in Sections 10.01 and 10.02 and clause (i) of this Section 10.03) and
such default as described in this clause (ii) shall continue unremedied for a period of 30 days
after written notice thereof to any Borrower by the Administrative Agent or the Required Lenders;
or



10.04 Default Under Other Agreements. (i) Any Credit Party or any of their
Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations and
Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created or (y) default in the observance or performance
of any agreement or condition relating to any Indebtedness (other than the Obligations and
Non-Recourse Indebtedness) or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, the effect of which default or
other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a
trustee or agent on behalf of such holder or holders) to cause, without any further notice (other
than a notice of acceleration, if required) or any further lapse of time, such Indebtedness to
become due prior to its stated maturity, or (ii) any Indebtedness (other than the Obligations and
Non-Recourse Indebtedness) of any Credit Party or any of their Subsidiaries shall be declared to be
(or shall become) due and payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the stated maturity thereof, provided that it shall not be a
Default or an Event of Default under this Section 10.04 unless the principal amount of any one
issue of such Indebtedness, or the aggregate principal amount of all such Indebtedness as described
in preceding clauses (i) and (ii) is at least $100,000,000 (or, in the case of currencies other
than Dollars, the Dollar Equivalent thereof); or



10.05 Bankruptcy, etc. Any Credit Party or any of its Subsidiaries (excluding
Insignificant Subsidiaries) shall commence a voluntary case concerning itself under Title 11 of the
United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto
(the “Bankruptcy Code”); or an involuntary case is commenced against any Credit Party or
any of its Subsidiaries (excluding Insignificant Subsidiaries), and the petition is not
controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or
a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of any Credit Party or any of its Subsidiaries (excluding
Insignificant Subsidiaries), or any Credit Party or any of its Subsidiaries (excluding
Insignificant Subsidiaries) commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, bankruptcy, insolvency, receivership,
administration, winding up or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to any Credit Party or any of its Subsidiaries (excluding
Insignificant Subsidiaries), or there is commenced against any Credit Party or any of its
Subsidiaries (excluding Insignificant Subsidiaries) any such proceeding under any such law of any
jurisdiction which remains undismissed for a period of 60 days, or any Credit Party or any of its
Subsidiaries (excluding Insignificant Subsidiaries) is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is entered; or any Credit
Party or any of its Subsidiaries (excluding Insignificant Subsidiaries) suffers any appointment of
any custodian, administrator, administrative receiver, receiver, trustee or the like for it or any
substantial part of its property to continue undischarged or unstayed for a period of 60 days; or
any Credit Party or any of its Subsidiaries (excluding Insignificant Subsidiaries) makes a general
assignment for the benefit of creditors; or any corporate action is taken by any Credit Party or
any of its Subsidiaries (excluding Insignificant Subsidiaries) for the purpose of effecting any of
the foregoing; or



10.06 ERISA. Any ERISA Event shall occur which would reasonably be expected to have a
Material Adverse Effect. A Foreign Pension Plan shall fail to be in good standing with applicable
regulatory authorities or comply with applicable laws, and such failure would reasonably be
expected to have a Material Adverse Effect; or



10.07 Guaranties. Except in accordance with the express terms of the respective
Guaranty, any Guaranty or any provision thereof shall cease to be in full force or effect as to the
relevant Guarantor, or any Guarantor or Person acting by or on behalf of such Guarantor shall deny
or disaffirm such Guarantor’s obligations under the relevant Guaranty, or any Guarantor shall
default in the due performance or observance (beyond any applicable grace period) of any term,
covenant or agreement on its part to be performed or observed pursuant to such Guaranty; or



10.08 Judgments. One or more judgments or decrees shall be entered against any
Borrower or any Subsidiary of any Borrower involving in the aggregate for the Borrowers and their
Subsidiaries a liability (to the extent not paid or covered by a reputable and solvent insurance
company (with any portion of any judgment or decree not so covered to be included in any
determination hereunder)) and such judgments and decrees either shall be final and non-appealable
or shall not be vacated, discharged or stayed or bonded pending appeal for any period of 30
consecutive days, and the aggregate amount of all such judgments exceeds $100,000,000 (or in the
case of currencies other than Dollars, the Dollar Equivalent thereof); or



10.09 Change of Control. A Change of Control shall occur;



then, and in any such event, and at any time thereafter, if any Event of Default shall then be
continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by
written notice to the Borrowers, take any or all of the following actions, without prejudice to the
rights of any Agent, any Lender or the holder of any Note to enforce its claims against any Credit
Party (provided that, if an Event of Default specified in Section 10.05 shall occur with
respect to any Borrower, the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (i) and (ii) below shall occur immediately and
automatically without the giving of any such notice): (i) declare the Total Commitment terminated,
whereupon all Commitments of each Lender shall forthwith terminate immediately and any Facility Fee
shall forthwith become due and payable without any other notice of any kind; (ii) declare the
principal of, the Face Amount of and any accrued interest in respect of all Loans and the Notes and
all Obligations owing hereunder (including Unpaid Drawings) and thereunder to be, whereupon the
same shall become, forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of
Credit which may be terminated in accordance with its terms; (iv) direct the relevant Account Party
to pay (and the relevant Account Party agrees that upon receipt of such notice, or upon the
occurrence of an Event of Default specified in Section 10.05 with respect to any Account Party, it
will pay) to the Administrative Agent at the appropriate Payment Office such additional amount of
cash (in the respective currency in which such Letter of Credit is denominated), to be held as
security by the Administrative Agent for the respective Account Party’s reimbursement obligations
in respect of Letters of Credit then outstanding, as is equal to the aggregate Stated Amount of all
Letters of Credit then outstanding issued for the account of such Account Party; (v) apply any cash
collateral held pursuant to Section 4.02 to the repayment of the Obligations; and (vi) direct the
appropriate Alternate Currency Revolving Loan Borrower to pay (and each Alternate Currency
Revolving Loan Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event
of Default specified in Section 10.05 with respect to any Borrower, it will pay) to the
Administrative Agent (without duplication) all amounts required to be paid pursuant to clause (j)
of Schedule III.



SECTION 11. Definitions and Accounting Terms.



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



“Absolute Rate” shall mean an interest rate (rounded to the nearest .0001) expressed
as a decimal.



“Acceptance Fee” shall mean, in respect of a Bankers’ Acceptance, a fee calculated on
the Face Amount of such Bankers’ Acceptance at a rate per annum equal to the Applicable Margin that
would be payable with respect to a Revolving Loan maintained as a Eurodollar Loan drawn on the
Drawing Date of such Bankers’ Acceptance. Acceptance Fees shall be calculated on the basis of the
term to maturity of the Bankers’ Acceptance and a year of 365 days.



“Account Party” shall mean (i) in respect of Dollar Letters of Credit, any Dollar
Revolving Loan Borrower and (ii) in respect of Alternate Currency Letters of Credit, any Alternate
Currency Revolving Loan Borrower.



“Acquisition” shall mean the acquisition of all or any portion of the assets
(including Hotels) or all or any portion of the Capital Stock of any Person.



“Adjustment Date” shall have the meaning provided in Section 1.18(b).



“Administrative Agent” shall have the meaning provided in the first paragraph of this
Agreement.



“Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with, such specified
Person. For purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that (x) beneficial ownership of 10% or
more of the voting securities, of a Person shall be deemed to be control and (y) none of the
Agents, any Lender or any of their respective Affiliates shall be considered an Affiliate of the
Corporation or any Subsidiary thereof.



“Agent” shall mean each of DB in its capacity as Administrative Agent and JPMorgan
Chase Bank, N.A. in its capacity as Syndication Agent; provided that (x) for purposes of
Sections 13.01 and 13.19, the term “Agent” shall include the Lead Arrangers and (y) for purposes of
Section 13.19 only, the term “Agent” shall also include the co-documentation agents identified on
the cover page to this Agreement.



“Aggregate Alternate Currency Credit Exposure” at any time means the sum of (i) the
aggregate principal amount or Face Amount, as the case may be, of all Alternate Currency Loans then
outstanding (for this purpose, using the Dollar Equivalent of the principal amount or Face Amount,
as the case may be, of each Alternate Currency Loan then outstanding) plus (ii) the
Aggregate Alternate Currency Letter of Credit Outstandings at such time.



“Aggregate Alternate Currency Letter of Credit Outstandings” shall mean, at any time,
the sum of (i) the aggregate Stated Amount of all outstanding Alternate Currency Letters of Credit
at such time plus (ii) the aggregate amount of all Unpaid Drawings with respect to
Alternate Currency Letters of Credit at such time (for such purpose, using the Dollar Equivalent of
all Unpaid Drawings owing in any Alternate Currency).



“Aggregate Non-Alternate Currency Revolving Exposure” shall mean, at any time, the sum
of (i) the aggregate principal amount of all Dollar Revolving Loans and Swingline Loans then
outstanding and (ii) the aggregate amount of all Dollar Letter of Credit Outstandings at such time.



“Aggregate Other Permitted LIBOR-Based Alternate Currency Revolving Credit Exposure”
shall mean, at any time, with respect to a given Other Permitted LIBOR-Based Alternate Currency,
(i) the aggregate principal amount of all Alternate Currency Revolving Loans made in such Other
Permitted LIBOR-Based Alternate Currency and then outstanding (for this purpose, using the Dollar
Equivalent of the principal amount of each such Alternate Currency Revolving Loan), plus
(ii) the aggregate amount of all Alternate Currency Letter of Credit Outstandings relating to each
Alternate Currency Letter of Credit denominated in such Other Permitted LIBOR-Based Alternate
Currency at such time (for this purpose, using the Dollar Equivalent of all amounts expressed in
such Other Permitted LIBOR-Based Alternate Currency).



“Aggregate Permitted Non-LIBOR-Based Alternate Currency Revolving Credit Exposure”
shall mean, at any time, with respect to a given Permitted Non-LIBOR-Based Alternate Currency,
(i) the aggregate principal amount of all Alternate Currency Revolving Loans made in such Permitted
Non-LIBOR-Based Alternate Currency and then outstanding (for this purpose, using the Dollar
Equivalent of the principal amount of each such Alternate Currency Revolving Loan), plus
(ii) the aggregate amount of all Alternate Currency Letter of Credit Outstandings relating to each
Alternate Currency Letter of Credit denominated in such Permitted Non-LIBOR-Based Alternate
Currency at such time (for this purpose, using the Dollar Equivalent of all amounts expressed in
such Permitted Non-LIBOR-Based Alternate Currency).



“Aggregate Revolving Credit Exposure” shall mean, at any time, the sum of
(i) the aggregate principal amount or Face Amount, as applicable, of all Revolving Loans then
outstanding (for this purpose, at all times prior to the occurrence of a Sharing Event, using the
Dollar Equivalent of the principal amount or Face Amount, as the case may be, of each Alternate
Currency Revolving Loan then outstanding), plus (ii) the aggregate principal amount of all
Swingline Loans then outstanding plus (iii) the aggregate principal amount of all
Competitive Bid Loans then outstanding (for this purpose, using the Dollar Equivalent of the
principal amount of each Alternate Currency Competitive Bid Loan then outstanding) plus
(iv) the aggregate amount of all Letter of Credit Outstandings at such time.



“Agreement” shall mean this Credit Agreement, as modified, supplemented or amended
(including any amendment and restatement hereof) from time to time.



“Alternate Currency” shall mean each of Canadian Dollars, Euros, Pounds Sterling,
Australian Dollars, Yen, any Other Permitted LIBOR-Based Alternate Currency and any Permitted
Non-LIBOR-Based Alternate Currency.



“Alternate Currency Competitive Bid Loan” shall mean each Competitive Bid Loan
denominated in an Alternate Currency.



“Alternate Currency Equivalent” shall mean the Canadian Dollar Equivalent, Euro
Equivalent, LIBOR-Based Alternate Currency Equivalent or Non-LIBOR-Based Alternate Currency
Equivalent, as the case may be.



“Alternate Currency Letter of Credit” shall mean each Letter of Credit denominated in
an Alternate Currency and issued for the account of an Alternate Currency Revolving Loan Borrower
pursuant to Section 2.01.



“Alternate Currency Letter of Credit Outstandings” shall mean, at any time, with
respect to any Alternate Currency Letter of Credit, the sum of (i) the aggregate Stated Amount of
such Alternate Currency Letter of Credit at such time plus (ii) the aggregate amount of all
Unpaid Drawings with respect to such Alternate Currency Letter of Credit at such time (for such
purpose, using the Dollar Equivalent of all Unpaid Drawings owing in any Alternate Currency).



“Alternate Currency LIBOR Rate” shall mean, with respect to any Alternate Currency
(other than Canadian Dollars, Euros and any Permitted Non-LIBOR-Based Alternate Currency), (i) the
rate per annum that appears on the relevant Reuters Screen page (or any successor page) for such
Alternate Currency deposits with maturities comparable to the Interest Period applicable to the
Alternate Currency Revolving Loans incurred in such Alternate Currency subject to the respective
Borrowing commencing two Business Days thereafter as of 11:00 A.M. (London time) on the date which
is two Business Days prior to the commencement of the respective Interest Period or (ii) if such a
rate does not appear on the relevant Reuters Screen page (or any successor page), the offered
quotation to first-class banks in the London interbank market by DB for such Alternate Currency
deposits of amounts in immediately available funds comparable to the outstanding principal amount
of the Alternate Currency Revolving Loan in the relevant Alternate Currency of DB with maturities
comparable to the Interest Period applicable to such Alternate Currency Revolving Loan commencing
two Business Days thereafter as of 11:00 A.M. (London time) on the date which is two Business Days
prior to the commencement of such Interest Period; provided that, in the event the
Administrative Agent has made any determination pursuant to Section 1.11(a)(i) in respect of
Alternate Currency Revolving Loans incurred in such Alternate Currency, or in the circumstances
described in clause (i) to the proviso to Section 1.11(b) in respect of such Alternate Currency
Revolving Loans, the “Alternate Currency LIBOR Rate” determined pursuant to this definition shall
instead be the rate determined by DB as the all-in-cost of funds for DB to fund such Alternate
Currency Revolving Loan with maturities comparable to the Interest Period applicable thereto.



“Alternate Currency Loan” shall mean each Alternate Currency Revolving Loan and each
Alternate Currency Competitive Bid Loan.



“Alternate Currency Non-LIBOR Rate” shall mean (i) with respect to any Mexican Pesos
Revolving Loan, the TIIE Rate, provided that for purposes of Sections 1.05, 2.04(c), and
2.05(a), the Alternate Currency Non-LIBOR Rate with respect to any Mexican Pesos Revolving Loan
shall instead be the rate determined by the Administrative Agent as the all-in-cost of funds for
the Administrative Agent (or such other Lender) to fund a Borrowing of Mexican Pesos Revolving
Loans with maturities comparable to the Mexican Pesos Interest Period applicable thereto, and (ii)
with respect to any Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan denominated
in a given Other Permitted Non-LIBOR-Based Alternate Currency, the rate per annum for such Loan
determined in accordance with the relevant Non-LIBOR-Based Alternate Currency Amendment.



“Alternate Currency Revolving Loan” shall have the meaning provided in
Section 1.01(a).



“Alternate Currency Revolving Loan Borrower” shall mean (i) the Corporation, (ii)
Clocktower, unless Clocktower is removed (and not subsequently reinstated) as an “Alternate
Currency Revolving Loan Borrower” pursuant to Section 13.12(c), and (iii) any other Wholly-Owned
Foreign Subsidiary of the Corporation that is found acceptable to, and approved in writing by, the
Administrative Agent which accedes to this Agreement as contemplated by Section 6.03, unless such
other Wholly-Owned Foreign Subsidiary is removed (and not subsequently reinstated) as an “Alternate
Currency Revolving Loan Borrower” pursuant to Section 13.12(c); provided that (x)
Clocktower and any other Alternate Currency Revolving Loan Borrower organized in Canada or any
province thereof may only request and incur extensions of credit under the Alternate Currency
Revolving Loan Sub-Tranche relating to Canadian Dollar Revolving Loan Sub-Commitments, (y) no
Alternate Currency Revolving Loan Borrower organized in a jurisdiction other than Canada or any
province thereof may request or incur extensions of credit under the Alternate Currency Revolving
Loan Sub-Tranche relating to Canadian Dollar Revolving Loan Sub-Commitments, and (z) any other
Alternate Currency Revolving Loan Borrower shall be restricted to extensions of credit under such
Alternate Currency Revolving Loan Sub-Tranches as may be specified by the Administrative Agent at
the time of its approval of such Person as an Alternate Currency Revolving Loan Borrower, in which
case such Person shall constitute an Alternate Currency Revolving Loan Borrower with respect to
only those Alternate Currency Revolving Loan Sub-Tranches as have been so approved by the
Administrative Agent.



“Alternate Currency Revolving Loan Sub-Commitment” means, as to any Alternate Currency
RL Lender, the Australian Dollar Revolving Loan Sub-Commitment, the Pounds Sterling Revolving Loan
Sub-Commitment, the Canadian Dollar Revolving Loan Sub-Commitment, the Euro I Revolving Loan
Sub-Commitment, the Euro II Revolving Loan Sub-Commitment, the Euro III Revolving Loan
Sub-Commitment, the Yen Revolving Loan Sub-Commitment, the Mexican Pesos Revolving Loan
Sub-Commitment, the Other Permitted LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment
and/or the Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment, as
appropriate, of the respective Alternate Currency RL Lender.



“Alternate Currency Revolving Loan Sub-Commitment Sub-Limit” shall mean, with respect
to the aggregate amount of Alternate Currency Revolving Loan Sub-Commitments with respect to any
Alternate Currency Revolving Loan Sub-Tranche, the aggregate amount set forth opposite such
Alternate Currency Revolving Loan Sub-Tranche in the table below:



	 	 	 	 	 
	Type of Sub-Tranche
	 	Amount
	 
	 	 	 	 
	Euro I Revolving Loan Sub-Commitments
	 	$	250,000,000	 
	Euro II Revolving Loan Sub-Commitments
	 	$	150,000,000	 
	Euro III Revolving Loan Sub-Commitments
	 	$	100,000,000	 
	Pounds Sterling Revolving Loan Sub-Commitments
	 	$	250,000,000	 
	Australian Dollars Revolving Loan Sub-Commitments
	 	$	100,000,000	 
	Yen Revolving Loan Sub-Commitments
	 	$	100,000,000	 
	Canadian Dollar Revolving Loan Sub-Commitments
	 	$	150,000,000	 
	Mexican Pesos Revolving Loan Sub-Commitments
	 	$	15,000,000	 
	Other Permitted LIBOR-Based Alternate
	 	$	100,000,000	 
	Currency Revolving Loan Sub-Commitments
	 	 	 	 
	Other Permitted Non-LIBOR-Based Alternate
	 	$	35,000,000	 






Currency Revolving Loan Sub-Commitments



; provided that (x) the “Alternate Currency Revolving Loan Sub-Commitment Sub-Limit” for a
given Alternate Currency Revolving Loan Sub-Tranche may exceed the amount set forth in the table
above, so long as (i) any such increase over the amount specified in the table above for such
Alternate Currency Revolving Loan Sub-Tranche is notified to the Administrative Agent in writing in
connection with an increase to the respective Alternate Currency Revolving Loan Sub-Commitments
pursuant to Section 1.19 and/or 13.12(e)(I) (and, in the case of any increase in “Alternate
Currency Revolving Loan Sub-Commitment Sub-Limit” with respect to the Mexican Pesos Revolving Loan
Sub-Commitments or the Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan
Sub-Commitments, is approved in writing by the Administrative Agent) and (ii) the amount of such
excess, when added to the aggregate excess amounts for all other Alternate Currency Revolving Loan
Sub-Tranches theretofore notified to (and, if applicable, approved by) the Administrative Agent
pursuant to preceding clause (i), does not exceed $150,000,000 and (y) the Corporation may (by
written notice to the Administrative Agent) reallocate any unused portion of the “Alternate
Currency Revolving Loan Sub-Commitment Sub-Limit” with respect to the Mexican Pesos Revolving Loan
Sub-Commitments or the Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan
Sub-Commitments to increase the “Alternate Currency Revolving Loan Sub-Commitment Sub-Limit” with
respect to the Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan Sub-Commitments or
the Mexican Pesos Revolving Loan Sub-Commitments, as the case may be.



“Alternate Currency Revolving Loan Sub-Tranche” shall mean the respective
sub-facilities and Sub-Commitments made available by an Alternate Currency RL Lender (or its
Affiliate) and utilized in making Alternate Currency Revolving Loans hereunder, with there being
nine separate Alternate Currency Revolving Loan Sub-Tranches as of the Effective Date,
i.e., the Canadian Dollar Revolving Loan Sub-Commitment, the Pounds Sterling Revolving Loan
Sub-Commitment, the Euro I Revolving Loan Sub-Commitment, the Euro II Revolving Loan
Sub-Commitment, the Euro III Revolving Loan Sub-Commitment, the Australian Dollar Revolving Loan
Sub-Commitment, the Yen Revolving Loan Sub-Commitment, the Mexican Pesos Revolving Loan
Sub-Commitment, the Other Permitted LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment
and the Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment (it being
understood that the number of Alternate Currency Revolving Loan Sub-Tranches may be increased
pursuant to a Non-LIBOR-Based Alternate Currency Amendment or a LIBOR-Based Alternate Currency
Amendment as contemplated by Section 13.12(h) or (i), as applicable).



“Alternate Currency RL Lender” shall mean (i) each Lender listed on Schedule I-B, and
(ii) each additional Person that becomes an Alternate Currency RL Lender party hereto in accordance
with Section 1.14, 1.19, 13.04(b) or 13.12(e). An Alternate Currency RL Lender shall cease to be
an “Alternate Currency RL Lender” when it has assigned all of its Alternate Currency Revolving Loan
Sub-Commitments (and related Obligations) in accordance with Section 1.14 and/or 13.04(b) or when
it shall have terminated all of its Alternate Currency Revolving Loan Sub-Commitments and Alternate
Currency Letters of Credit (and all of the Alternate Currency Revolving Loans, Alternate Currency
Letter of Credit Outstandings and related Obligations owing to such Lender shall have been paid in
full) in accordance with the requirements of Section 13.12(f). For purposes of this Agreement, (x)
unless the context otherwise indicates, each reference to an Alternate Currency RL Lender which has
one or more affiliates which act as an Alternate Currency RL Lender with respect to one or more
other Alternate Currencies shall include such affiliate or affiliates and (y) the terms “Lender”
and “RL Lender” include each Alternate Currency RL Lender unless the context otherwise requires.



“Alternate Currency RL Percentage” of any Lender at any time shall mean, with respect
to a given Alternate Currency Revolving Loan Sub-Tranche, a fraction (expressed as a percentage)
the numerator of which is the Alternate Currency Revolving Loan Sub-Commitment of such Alternate
Currency RL Lender with respect to such Alternate Currency Revolving Loan Sub-Tranche at such time
and the denominator of which is the aggregate amount of Alternate Currency Revolving Loan
Sub-Commitments of all Alternate Currency RL Lenders with respect to such Alternate Currency
Revolving Loan Sub-Tranche at such time.



“Alternate Currency Sub-Commitment Re-Allocation Agreement” shall have the meaning
provided in Section 13.12(e)(I).



“Applicable Currency” shall mean, with respect to any Obligations, Dollars or, to the
extent relating to Alternate Currency Loans or Alternate Currency Letters of Credit, the respective
Alternate Currency, in which the respective Alternate Currency Loans, Alternate Currency Letters of
Credit or related amounts were incurred or are denominated; provided that in the event
Loans maintained in, and Unpaid Drawings owed in, an Alternate Currency are converted into Loans
maintained in, or Unpaid Drawings owing in, Dollars under the circumstances contemplated by Section
1.17, the Applicable Currency with respect to such Loans and Unpaid Drawings shall be Dollars.



“Applicable Margin” shall mean, from and after any Start Date to and including the
corresponding End Date, the respective percentage per annum set forth below under the respective
Type of Loans or Fee and opposite the respective Ratings-Based Level (i.e., 1, 2, 3, 4, 5
or 6, as the case may be) and Leverage-Based Level (i.e., I, II, III, IV, V or VI, as the
case may be) indicated to have been achieved on the applicable Test Date for such Start Date (as
adjusted in accordance with the immediately succeeding proviso and as set forth in the respective
officer’s certificate delivered pursuant to Section 8.01(d)):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ratings-Based

Level
	 	Unsecured Debt Rating

	 	Leverage-Based Level
	 	Consolidated

Leverage Ratio
	 	“Applicable Margin”

for Revolving Loans

maintained as Euro

Rate Loans or

Permitted

Non-LIBOR-Based

Alternate Currency

Revolving Loans
	 	“Applicable Margin”

for Base Rate and

Canadian Prime Rate

Loans









	 	“Applicable Margin”

for Facility Fee













	 	 	 	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	1	 	 	BBB+ or higher from

S&P or Baa1 or

higher from Moody’s

	 	I





	 	Less than 2.25:1.0





	 	1.75%





	 	0.0%





	 	0.25%





	 	 	 	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	2	 	 	Ratings-Based Level

1 is not applicable

and ratings of BBB

or higher from S&P

or Baa2 or higher

from Moody’s

	 	II





	 	Greater than or

equal to 2.25:1.0

and less than

3.00:1.0





	 	1.95%











	 	0.25%











	 	0.30%











	 	 	 	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	3	 	 	Ratings-Based Levels

1 and 2 are not

applicable and

ratings of BBB- or

higher from S&P or

Baa3 or higher from

Moody’s

	 	III







	 	Greater than or

equal to 3.00:1.0

and less than

3.75:1.0







	 	2.15%













	 	0.50%













	 	0.35%













	 	 	 	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	4	 	 	Ratings-Based Levels

1, 2 and 3 are not

applicable and

ratings of BB+ or

higher from S&P or

Ba1 or higher from

Moody’s

	 	IV







	 	Greater than or

equal to 3.75:1.0

and less than

4.25:1.0







	 	2.35%













	 	0.75%













	 	0.40%













	 	 	 	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	5	 	 	Ratings-Based Levels

1, 2, 3 and 4 are

not applicable

	 	V
	 	Greater than or

equal to 4.25:1.0

and less than 4.75
	 	2.55%





	 	1.00%





	 	0.45%





	 	 	 	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	6	 	 	Ratings-Based Levels

1, 2, 3 and 4 are

not applicable

	 	VI



	 	Greater than or

equal to 4.75:1.0



	 	3.00%





	 	1.50%





	 	0.50%





	 	 	 	 	 

	 	 
	 	 
	 	 
	 	 
	 	 






; provided that for purposes of calculations pursuant to the preceding table, (x) if
the Unsecured Debt Ratings established by Moody’s and S&P shall fall within different Ratings-Based
Levels, then the Ratings-Based Level used to determine the “Applicable Margin” shall be the higher
Ratings-Based Level (with, by way of example, the highest Level being Ratings-Based Level 1) of the
two Unsecured Debt Ratings, unless one of the two Unsecured Debt Ratings is two or more
Ratings-Based Levels lower than the other, in which case the Ratings-Based Level used to determine
the “Applicable Margin” shall be the Ratings-Based Level next below that of the higher of the two
Unsecured Debt Ratings and (y) if the Ratings-Based Level and the Leverage-Based Level at a given
time under the foregoing table would result in the determination of different “Applicable Margins”
at such time, then the “Applicable Margin” shall be determined by reference to that Level
(i.e., either the Ratings-Based Level or the Leverage-Based Level) which would then result
in a lower “Applicable Margin”; provided, further, that notwithstanding anything to
the contrary contained above, (x) if the Corporation fails to deliver the financial statements
required to be delivered pursuant to Section 8.01(a) or (b) (accompanied by the officer’s
certificates required by Section 8.01(d) showing the applicable Consolidated Leverage Ratio and
Unsecured Debt Ratings on the relevant Test Date) on or prior to the respective date required by
such Sections, then Ratings-Based Level 6 and Leveraged-Based Level VI pricing shall apply until
such time, if any, as the financial statements required as set forth above and the accompanying
officer’s certificates have been delivered showing that the pricing for the respective Margin
Adjustment Period is at a Level which is less than Ratings-Based Level 6 and Leveraged-Based Level
VI (it being understood that, in the case of any late delivery of the financial statements and
officer’s certificates as so required, the reduced Applicable Margin, if any, shall apply only from
and after the date of the delivery of the complying financial statements and officer’s
certificates), (y) subject to clause (z) below, for the period from the Effective Date to but not
including the earlier to occur of (i) May 15, 2010 and (ii) the first Start Date after the
Corporation’s fiscal quarter ended March 31, 2010, Ratings-Based Level 4 and Leveraged-Based Level
IV pricing shall apply and (z) Ratings-Based Level 6 and Leveraged-Based Level VI pricing shall
apply at all times when any Default or any Event of Default exists.



Notwithstanding anything to the contrary contained above in this definition or elsewhere in
this Agreement, if it is subsequently determined that the Consolidated Leverage Ratio set forth in
any officer’s certificate delivered pursuant to Section 8.01(d) for any period is inaccurate for
any reason and the result thereof is that the Lenders received interest or fees for any period
based on an Applicable Margin that is less than that which would have been applicable had the
Consolidated Leverage Ratio been accurately determined, then, for all purposes of this Agreement,
the “Applicable Margin” for any day occurring within the period covered by such officer’s
certificate shall retroactively be deemed to be the relevant percentage as based upon the
accurately determined Consolidated Leverage Ratio for such period, and any shortfall in the
interest or fees theretofore paid by the applicable Borrower for the relevant period pursuant to
Sections 1.09 and 3.01 as a result of the miscalculation of the Consolidated Leverage Ratio shall
be deemed to be (and shall be) due and payable under the relevant provisions of Section 1.09 or
3.01, as applicable, at the time the interest or fees for such period were required to be paid
pursuant to said Section on the same basis as if the Consolidated Leverage Ratio had been
accurately set forth in such officer’s certificate (and shall remain due and payable until paid in
full, together with all amounts owing under Section 1.09(1), in accordance with the terms of this
Agreement).



“Assets” means, with respect to any Person, all assets of such Person that would, in
accordance with GAAP, be classified as assets of a company conducting a business the same as or
similar to that of such Person, including without limitation, all hotels, mortgage loans,
management agreements, franchise agreements, representation agreements, undeveloped land, joint
ventures, hotel construction and available cash balances.



“Asset Sale” shall mean any sale, transfer or other disposition by any Borrower or any
of its Subsidiaries to any Person other than any Borrower or any Wholly-Owned Subsidiary of any
Borrower of any Asset (including, without limitation, any Capital Stock or other securities of
another Person, but excluding the sale by the Corporation of its own Capital Stock) of such
Borrower or such Subsidiary other than (i) sales, transfers or other dispositions of inventory made
in the ordinary course of business and (ii) any single sale of assets (or series of related sales
of assets) which generates gross sale proceeds of less than $5,000,000.



“Assignment and Assumption Agreement” shall mean the Assignment and Assumption
Agreement substantially in the form of Exhibit I (appropriately completed).



“Australian Dollars” and “Aud.” shall mean freely transferable lawful money of
Australia (expressed in Australian Dollars).



“Australian Dollar Revolving Loans” shall mean each Alternate Currency Revolving Loan
denominated in Australian Dollars at the time of the incurrence thereof.



“Australian Dollar Revolving Loan Sub-Commitment” shall mean, as to any Alternate
Currency RL Lender, the amount, if any, set forth opposite such Alternate Currency RL Lender’s name
in Schedule I-B directly below the column entitled “Australian Dollar Revolving Loan
Sub-Commitment,” as same may be (x) reduced from time to time pursuant to Sections 1.17, 1.18,
3.02, 3.03, 10, 13.12(e)(II) and/or 13.12(f), (y) increased from time to time pursuant to Sections
1.19 and/or 13.12(e)(I) or (z) adjusted from time to time as a result of assignments to or from
such Lender pursuant to Section 1.14 or 13.04(b). The Australian Dollar Revolving Loan
Sub-Commitment of each Alternate Currency RL Lender is a sub-limit of the Revolving Loan Commitment
of the respective Alternate Currency RL Lender (or its respective affiliate which is a Lender with
the related Revolving Loan Commitment) and not an additional commitment and, in no event, may
exceed at any time, when added to the sum of all other Sub-Commitments of the respective Alternate
Currency RL Lender (or its respective affiliates) at such time, the Revolving Loan Commitment of
such Alternate Currency RL Lender (or its respective affiliate which is a Lender with the related
Revolving Loan Commitment).



“Australian Dollar Revolving Notes” shall have the meaning provided in
Section 1.06(a).



“Authorized Officer” of any Credit Party shall mean any of the President, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, any Vice-President, the Secretary or any
Assistant Secretary of such Credit Party or any other officer of such Credit Party which is
designated in writing to the Administrative Agent and each Issuing Bank by any of the foregoing
officers of such Credit Party as being authorized to give such notices under this Agreement.



“Available Currency” shall mean (i) with respect to Dollar Revolving Loans and Dollar
Letters of Credit, Dollars, (ii) with respect to Alternate Currency Letters of Credit to be issued
under a given Alternate Currency Revolving Loan Sub-Tranche, the relevant Alternate Currency or
Alternate Currencies for such Alternate Currency Revolving Loan Sub-Tranche (e.g., in the
case of the Alternate Currency Revolving Loan Sub-Tranche relating to Australian Dollar Revolving
Loan Sub-Commitments, Australian Dollars), (iii) with respect to Alternate Currency Revolving Loans
to be incurred under a given Alternate Currency Revolving Loan Sub-Tranche, the relevant Alternate
Currency for such Alternate Currency Revolving Loan Sub-Tranche (e.g., in the case of the
Alternate Currency Revolving Loan Sub-Tranche relating to Other Permitted LIBOR-Based Alternate
Currency Revolving Loan Sub-Commitments, any Other Permitted LIBOR-Based Alternate Currency), and
(iv) with respect to any Competitive Bid Loan, Dollars or any Alternate Currency other than
Canadian Dollars and any Permitted Non-LIBOR-Based Alternate Currency.



“BA Discount Proceeds” shall mean, in respect of any Bankers’ Acceptance to be
purchased by an Alternate Currency RL Lender on any date pursuant to Section 1.01 and Schedule III
hereto, an amount rounded to the nearest whole Canadian cent, and with one-half of one Canadian
cent being rounded up, calculated on such day by dividing:



(a) the Face Amount of such Banker’s Acceptance; by



(b) the sum of one plus the product of:




(i) the respective Alternate Currency RL Lender’s Discount Rate (expressed as a
decimal) applicable to such Bankers’ Acceptance; and




(ii) a fraction, the numerator of which is the number of days in the term of
maturity of such Banker’s Acceptance and the denominator of which is 365;



with such product being rounded up or down to the fifth decimal place and .000005 being rounded up.



“Back-Stop Arrangements” shall mean, collectively, Letter of Credit Back-Stop
Arrangements and Swingline Back-Stop Arrangements.



“Bank Information Memorandum” shall mean the Information Memorandum, dated March,
2010, distributed to the Lenders prior to the Effective Date.



“Bankers’ Acceptance” shall mean a Draft accepted by an Alternate Currency RL Lender
pursuant to Section 1.01(a) and Schedule III hereto.



“Bankers’ Acceptance Loans” shall mean the creation and discount of Bankers’
Acceptances as contemplated in Section 1.01(a) and Schedule III hereto.



“Bankruptcy Code” shall have the meaning provided in Section 10.05.



“Base Rate” shall mean, on any day, the greatest of (i) 1/2 of 1% in excess of the
overnight Federal Funds Rate on such day, (ii) the Prime Lending Rate on such day, and (iii)
the Eurodollar Rate for a Eurodollar Loan denominated in Dollars with a one-month Interest Period
commencing on such day plus 1.00%. For purposes of this definition, the Eurodollar Rate shall be
determined using the Eurodollar Rate as otherwise determined by the Administrative Agent in
accordance with the definition of Eurodollar Rate, except that (x) if a given day is a Business
Day, such determination shall be made on such day (rather than two Business Days prior to the
commencement of an Interest Period) or (y) if a given day is not a Business Day, the Eurodollar
Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding
clause (x) for the most recent Business Day preceding such day. Any change in the Base Rate due to
a change in the Prime Lending Rate, the Federal Funds Rate or such Eurodollar Rate shall be
effective as of the opening of business on the day of such change in the Prime Lending Rate, the
Federal Funds Rate or such Eurodollar Rate, respectively.



“Base Rate Loan” shall mean each Dollar Revolving Loan designated or deemed designated
as such by the respective Borrower on the date of the incurrence thereof or conversion thereto.



“Benefitted Lender” shall have the meaning provided in Section 13.06(b).



“Bidder RL Lender” shall mean each RL Lender that has informed the Administrative
Agent and the respective Borrower in writing (which has not been retracted) that such RL Lender
desires to participate generally in the bidding arrangements relating to Competitive Bid
Borrowings.



“Borrowers” shall mean and include (i) each Dollar Revolving Loan Borrower and (ii)
all Alternate Currency Revolving Loan Borrowers.



“Borrowing” shall mean (i) the borrowing by a Borrower of one Type of Revolving Loan
from all the Lenders having Commitments (or, in the case of an Alternate Currency Revolving Loan of
a given Type, from all Alternate Currency RL Lenders having Alternate Currency Revolving Loan
Sub-Commitments under the relevant Alternate Currency Revolving Loan Sub-Tranche) on a given date
(or resulting from a conversion or conversions on such date) and having, in the case of Euro Rate
Loans, the same Interest Period, and, in the case of Permitted Non-LIBOR-Based Alternate Currency
Revolving Loans, the same Non-LIBOR-Based Interest Period, provided that Base Rate Loans
incurred pursuant to Section 1.11(b) shall be considered part of the related Borrowing of
Eurodollar Loans, (ii) the borrowing by the Corporation of Swingline Loans from the Swingline
Lender, and (iii) a Competitive Bid Borrowing.



“Business Day” shall mean (i) for all purposes other than as covered by clause (ii),
(iii), (iv) or (v) below, any day except Saturday, Sunday and any day which shall be in New York
City (or, in the case of any Issuing Bank not located in New York City, the location of such
Issuing Bank) a legal holiday or a day on which banking institutions are authorized or required by
law or other government action to close, (ii) with respect to all notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a
Business Day described in clause (i) above and which is also a day for trading by and between banks
in Dollar deposits in the interbank eurodollar market, (iii) with respect to all notices and
determinations in connection with, and payments of principal, Unpaid Drawings and interest on or
with respect to, Alternate Currency Loans or any Alternate Currency Letter of Credit (other than
Alternate Currency Loans and any Alternate Currency Letter of Credit denominated in any Permitted
Non-LIBOR-Based Alternate Currency), any day which is a Business Day described in clause (i) above
and which is also (A) a day for trading by and between banks in deposits in such Alternate Currency
in the relevant interbank market and a day on which banks are ordinarily open for the transaction
of business in the country in whose Alternate Currency the respective payment is denominated and
(B) in relation to any payment in Euros, a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open, (iv) with respect to all notices and
determinations in connection with, and payments of principal, Unpaid Drawings and interest on or
with respect to, Alternate Currency Loans or any Alternate Currency Letter of Credit denominated in
Mexican Pesos, any day which is a Business Day described in clause (i) above and which is also a
day for trading by and between banks in Mexican Pesos deposits in the Mexican interbank market, and
(v) with respect to all notices and determinations in connection with, and payments of principal,
Unpaid Drawings and interest on or with respect to, Alternate Currency Loans or any Alternate
Currency Letter of Credit denominated in any Other Permitted Non-LIBOR-Based Alternate Currency,
any day which is a Business Day described in clause (i) above and which is also a “Business Day” as
determined pursuant to the relevant Non-LIBOR-Based Alternate Currency Amendment.



“Canadian Dollar Equivalent” shall mean, at any time for the determination thereof,
the amount of Canadian Dollars which could be purchased with the amount of Dollars involved in such
computation at the spot rate of exchange therefor as quoted by the Administrative Agent as of 11:00
A.M. (New York time) on the date two Business Days prior to the date of any determination thereof
for purchase on such date (or, in the case of any determination pursuant to Section 1.17 or 13.16,
on the date of determination).



“Canadian Dollar Revolving Loan Sub-Commitment” shall mean, as to any Alternate
Currency RL Lender, the amount, if any, set forth opposite such Alternate Currency RL Lender’s name
in Schedule I-B directly below the column entitled “Canadian Dollar Revolving Loan Sub-Commitment,”
as same may be (x) reduced from time to time pursuant to Sections 1.17, 1.18, 3.02, 3.03, 10,
13.12(II) and/or 13.12(f), (y) increased from time to time pursuant to Sections 1.19 and/or
13.12(e)(I) or (z) adjusted from time to time as a result of assignments to or from such Lender
pursuant to Section 1.14 or 13.04(b). The Canadian Dollar Revolving Loan Sub-Commitment of each
Alternate Currency RL Lender is a sub-limit of the Revolving Loan Commitment of the respective
Alternate Currency RL Lender (or its respective affiliate which is a Lender with the related
Revolving Loan Commitment) and not an additional commitment and, in no event, may exceed at any
time, when added to the sum of all other Sub-Commitments of the respective Alternate Currency RL
Lender (or its respective affiliates) at such time, the Revolving Loan Commitment of such Alternate
Currency RL Lender (or its respective affiliate which is a Lender with the related Revolving Loan
Commitment).



“Canadian Dollar Revolving Loans” shall mean each Alternate Currency Revolving Loan
denominated in Canadian Dollars at the time of the incurrence thereof (including Bankers’
Acceptance Loans).



“Canadian Dollar Revolving Notes” shall have the meaning provided in Section 1.06(a).



“Canadian Dollars” and “Cdn.” shall mean freely transferable lawful money of
Canada (expressed in Canadian Dollars).



“Canadian Prime Rate” means, on any day, the greater of (i) the per annum rate of
interest quoted, published and commonly known as the “prime rate” of Deutsche Bank AG, Canada
Branch which Deutsche Bank AG, Canada Branch establishes at its main office in Toronto, Ontario as
the reference rate of interest in order to determine interest rates for loans in Canadian Dollars
to its Canadian borrowers, adjusted automatically with each quoted or published change in such
rate, all without necessity of any notice to any Borrower or any other Person and (ii) the sum of
(x) the average of the rates per annum for Canadian Dollar bankers’ acceptances having a term of 30
days that appears on the Reuters Screen CDOR Page as of 10:00 a.m. (Toronto time) on the date of
determination, as reported by Deutsche Bank AG, Canada Branch (and if such screen is not available,
any successor or similar services may be selected by Deutsche Bank AG, Canada Branch, and (y)
0.75%.



“Canadian Prime Rate Loans” shall mean any Canadian Dollar Revolving Loan designated
or deemed designated as such by the respective Alternate Currency Revolving Loan Borrower at the
time of the incurrence thereof or conversion thereto.



“Capitalized Lease Obligations” of any Person shall mean all rental obligations which
are or will be required to be capitalized on the books of such Person, in each case taken at the
amount thereof accounted for as indebtedness in accordance with GAAP.



“Capital Expenditures” shall mean all expenditures by the Corporation and its
Subsidiaries which should be capitalized in accordance with GAAP.



“Capital Stock” of any Person shall mean any and all shares, interests, rights to
purchase, warrants, options, participation or other equivalents of or interests in (however
designated) equity of such Person, including any preferred stock, any limited or general
partnership interest and any limited liability company membership interest.



“Cash Equivalents” means (i) Dollars and any Alternate Currency, (ii) securities
issued or directly fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (provided that the full faith and credit of the United States is
pledged in support thereof) having maturities of not more than six months from the date of
acquisition, (iii) certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six
months and overnight bank deposits, in each case with any domestic commercial bank or commercial
bank of a foreign country recognized by the United States, in each case having capital and surplus
in excess of $500 million (or the foreign currency equivalent thereof) and has outstanding debt
which is rated “A” (or similar equivalent thereof) or higher by at least one nationally recognized
statistical rating organization (as defined under Rule 436 under the Securities Act) or any
money-market fund sponsored by a registered broker dealer or mutual fund distributor, (iv)
repurchase obligations with a term of not more than seven days for underlying securities of the
types described in clauses (ii) and (iii) above entered into with any financial institution meeting
the qualifications specified in clause (iii) above and (v) commercial paper having one of the two
highest ratings obtainable from Moody’s or S&P and in each case maturing within six months after
the date of acquisition.



“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et
seq.



“Change of Control” shall mean the occurrence of any of the following events: (i) any
merger or consolidation of the Corporation with or into any Person or any sale, transfer or other
conveyance, whether direct or indirect, of all or substantially all of the assets of the
Corporation, on a consolidated basis, in one transaction or a series of related transactions, if,
immediately after giving effect to such transaction, any Person or group of Persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act) is or becomes the beneficial owner
(within the meaning of Rule 13d-3 promulgated by the SEC under the Securities Exchange Act) of the
Capital Stock representing a majority of the total voting power of the aggregate outstanding
securities of the transferee or surviving entity normally entitled to vote in the election of
directors, managers, or trustees, as applicable, of the transferee or surviving entity, (ii) any
Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act)
is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated by the SEC under
the Securities Exchange Act) of the Capital Stock representing a majority of total voting power of
the aggregate outstanding Capital Stock of the Corporation normally entitled to vote in the
election of directors of the Corporation, (iii) during any period of 12 consecutive calendar
months, individuals who were directors of the Corporation on the first day of such period (together
with any new directors whose election by the board of directors of the Corporation or whose
nomination for election by the stockholders of the Corporation was approved by a vote of a majority
of the directors then still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for any reason to
constitute a majority of the board of directors of the Corporation, or (iv) the sale or
disposition, whether directly or indirectly, by the Corporation and/or its Subsidiaries (whether
pursuant to a single transaction or series of related transactions) of all or substantially all of
the assets owned by the Corporation and its Subsidiaries.



“Clocktower” shall mean Clocktower Hotel Limited Partnership, a Canadian limited
partnership.



“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
the regulations promulgated and rulings issued thereunder. Section references to the Code are to
the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code,
amendatory thereof, supplemental thereto or substituted therefor.



“Commitments” shall mean, with respect to any RL Lender, at any time, the Revolving
Loan Commitment of such Lender at such time and, unless the context otherwise requires, any related
Sub-Commitment of such Lender at such time.



“Competitive Bid Borrowing” shall mean each borrowing of any Competitive Bid Loan.



“Competitive Bid Loan” shall have the meaning provided in Section 1.01(d).



“Competitive Bid Loan Maturity Date” shall have the meaning provided in Section
1.04(a).



“Competitive Bid Notes” shall have the meaning provided in Section 1.06(a).



“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such
period, adjusted by:



(x) adding thereto the following:




(i) to the extent actually deducted in determining said Consolidated Net Income,
consolidated interest expense and provision for taxes for such period (excluding, however,
consolidated interest expense and taxes attributable to Unconsolidated Joint Ventures of the
Corporation and any of its Subsidiaries),




(ii) the amount of all amortization of intangibles and depreciation that were deducted
in determining Consolidated Net Income for such period (including in any event (and
regardless of any contrary treatment under GAAP) the pro rata share of
depreciation and amortization of Unconsolidated Joint Ventures of the Corporation and its
Subsidiaries),




(iii) any non-recurring non-cash charges in such period to the extent that




(A) such non-cash charges do not give rise to a liability that would be required to be
reflected on the consolidated balance sheet of the Corporation (and so long as no cash
payments or cash expenses will be associated therewith (whether in the current period or for
any future period)), and




(B) same were deducted in determining Consolidated Net Income for such period, and




(iv) the total amount of cash severance costs actually incurred by the Corporation and
its Subsidiaries during such period, to the extent same were deducted in determining
Consolidated Net Income for such period; provided that in no event shall the
aggregate amount of cash severance costs added back to Consolidated EBITDA pursuant to this
subclause (iv) for any period exceed $25,000,000, and




(y) subtracting therefrom, to the extent included in determining Consolidated Net Income for
such period, the amount of non-recurring non-cash gains during such period; provided
that:




(I) Consolidated EBITDA shall be determined without giving effect to any extraordinary
gains or losses (including any taxes attributable to any such extraordinary gains or losses)
or gains or losses (including any taxes attributable to such gains or losses) from sales of
assets other than from (a) sales of inventory (excluding Real Property) and (b) timeshare
assets held for sale, in each case, in the ordinary course of business, and




(II) to the extent any calculation pursuant to this Agreement is to be made on a
Pro Forma Basis (for events other than the occurrence of the Transaction),
such Consolidated EBITDA shall be further adjusted as provided in the definition of
Pro Forma Basis for transactions occurring after the Initial Borrowing Date.



“Consolidated Indebtedness” shall mean, at any time of determination, the sum of
(without duplication) (i) all indebtedness (including principal, interest, fees and charges) of the
Corporation and its Subsidiaries for borrowed money (including obligations evidenced by bonds,
notes or similar instruments) and for the deferred purchase price of property or services
(excluding ordinary payable and accrued expenses), (ii) the aggregate amount of all Capitalized
Lease Obligations of the Corporation and its Subsidiaries, (iii) all Indebtedness of the types
described in clause (i), (ii), (iv), or (v) of this definition secured by any Lien on any property
owned by the Corporation or any of its Subsidiaries, whether or not such Indebtedness has been
assumed by such Person (provided that, if the Person has not assumed or otherwise become
liable in respect of such Indebtedness, such Indebtedness shall be deemed to be in an amount equal
to the fair market value of the property to which such Lien relates as determined in good faith by
such Person), (iv) all Contingent Obligations of the Corporation or any of its Subsidiaries with
respect to Indebtedness of the types described in clause (i), (ii), (iii) or (v) of this definition
(other than “bad boy” guarantees issued by any Credit Party in respect of certain obligations under
joint venture arrangements), regardless of any contrary treatment under GAAP (it being understood,
for avoidance of doubt, that such Contingent Obligations shall not include Contingent Obligations
with respect to any undrawn portion of any letter of credit, even if there are unpaid and
unreimbursed drawings in respect of a portion of such letter of credit), and (v) the aggregate
amount of all unpaid and unreimbursed drawings in respect of letters of credit issued for the
account of the Corporation and its Subsidiaries; provided that, for purposes of this
definition, (u) advances made to the Corporation or any of its Subsidiaries under any co-branding
or similar agreement entered into in the ordinary course of business shall be excluded from the
calculation of Consolidated Indebtedness until such time as such advances are required to be repaid
or secured by a perfected security interest in any Assets of the Corporation or any of its
Subsidiaries, in each case pursuant to the terms of such agreement and any related documentation,
(v) the aggregate amount of Contingent Obligations of the Corporation or any of its Subsidiaries
which are not included on the consolidated balance sheet of the Corporation shall be included in
any calculation of Consolidated Indebtedness pursuant to preceding clause (iv) only to the extent
such Indebtedness exceeds $250,000,000, (w) any Disqualified Preferred Stock of the Corporation
issued after the Effective Date and any Preferred Stock of any of its Subsidiaries issued after the
Effective Date shall be treated as Indebtedness, with an amount equal to the greater of the
liquidation preference or the maximum mandatory fixed repurchase price of any such outstanding
Preferred Stock deemed to be a component of Consolidated Indebtedness, (x) the maximum amount of
Indebtedness at any time outstanding as described in the last sentence of the definition of
Indebtedness contained herein shall be added to, and form part of, Consolidated Indebtedness
(regardless of any contrary treatment under GAAP), (y) “Consolidated Indebtedness” (determined as
otherwise required above in this definition) shall be reduced by the lesser of (I) the aggregate
amount of all Segregated Funds at such time (in the case of Segregated Funds constituting Cash
Equivalents, taking the fair market value thereof as reasonably determined by management of the
Corporation) and (II) the aggregate principal amount of all Defeased Debt and (z) if any portion of
“Consolidated Indebtedness” (determined as otherwise required above in this definition without
regard to this subclause (z)) constitutes Short Term Debt, then “Consolidated Indebtedness” as
determined hereby shall be reduced by an amount (if positive) equal to the sum of (A) the aggregate
Unrestricted cash and Cash Equivalents of the Corporation and its Wholly-Owned Subsidiaries in
excess of $75,000,000 at such time less (B) the sum of the aggregate principal amount of
all outstanding Dollar Loans and the aggregate amount of all Unpaid Drawings with respect to Dollar
Letters of Credit at such time (excluding then outstanding Swingline Loans in an aggregate
principal amount of up to $25,000,000 if no other Dollar Loans are then outstanding) (or, if such
sum exceeds the aggregate principal or face amount of Short Term Debt outstanding at such time, the
aggregate principal or face amount of Short Term Debt outstanding at such time).



“Consolidated Interest Coverage Ratio” shall mean, for any period, the ratio of
(x) Consolidated EBITDA for such period to (y) Consolidated Interest Expense for such period.



“Consolidated Interest Expense” shall mean, for any period,



(i) the total consolidated interest expense of the Corporation and its Subsidiaries for such
period (in each case calculated without regard to any limitations on the payment thereof)
plus, without duplication,



(ii) that portion of Capitalized Lease Obligations of the Corporation, and its Subsidiaries
representing the interest factor for such period, plus



(iii) the product of (x) the amount of all cash Dividend requirements (whether or not declared
or paid) on Disqualified Preferred Stock of the Corporation issued after the Effective Date and on
any Preferred Stock of any of its Subsidiaries issued after the Effective Date paid, accrued or
scheduled to paid or accrued during such period multiplied by (y) a fraction, the numerator of
which is one and the denominator of which is one minus the then current effective consolidated
Federal, state, local and foreign tax rate (expressed as a decimal number between one and zero) of
the Corporation as reflected in the audited consolidated financial statements of the Corporation
for its most recently completed Fiscal Year, which amounts described in preceding clause (ii) shall
be treated as interest expense of the Corporation and its Subsidiaries for purposes of this
definition regardless of the treatment of such amounts under GAAP, minus



(iv) without duplication, any cash interest income of the Corporation and its Subsidiaries for
such period;



provided that (I) the amortization of (x) deferred financing costs and (y) debt discount or
premium and debt issuance costs and (II) debt extinguishment costs shall be excluded from
Consolidated Interest Expense to the extent the same would otherwise have been included therein.



For avoidance of doubt, interest expense in respect of any securitization indebtedness and any
Non-Recourse Indebtedness shall be excluded from the determination of Consolidated Interest Expense
as contemplated in the definition of GAAP.



“Consolidated Leverage Ratio” shall mean, at any time of determination, the ratio of
Consolidated Indebtedness at such time to Consolidated EBITDA for the then most recently ended Test
Period (or, for purposes of Sections 9.03(iii) and (iv), Reference Period); provided that
to the extent any Acquisition or any Asset Sale has occurred after the Initial Borrowing Date and
during the relevant Test Period (or, for purposes of Sections 9.03(iii) and (iv), during or
subsequent to the relevant Reference Period and on or prior to the Transaction Date), Consolidated
EBITDA shall be determined for the respective Test Period (or Reference Period, as applicable) on a
Pro Forma Basis for such occurrences.



“Consolidated Net Income” shall mean, for any period, the consolidated net income (or
loss) of the Corporation for such period; provided that (without duplication of exclusions)
(i) to the extent that Consolidated Net Income does not reflect net income (or loss) attributable
to minority interests in Consolidated Subsidiaries that are not Wholly-Owned Subsidiaries of the
Corporation, Consolidated Net Income shall (subject to succeeding clause (ii) of this proviso) be
increased or decreased, as the case may be, by the amount of net income (or loss) attributable to
such minority interests, (ii) the net income of any Subsidiary of the Corporation and any
Unconsolidated Joint Venture of the Corporation or any of its Subsidiaries (to the extent otherwise
included in determining Consolidated Net Income) shall be excluded to the extent that the
declaration or payment of dividends and distributions by such Subsidiary or Unconsolidated Joint
Venture, as the case may be, of net income is not permitted at the date of determination without
any prior governmental approval (that has not been obtained) or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary or Unconsolidated Joint
Venture or their respective equityholders, as applicable, and (iii) except for determinations
expressly required to be made on a Pro Forma Basis, the net income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary or an Unconsolidated Joint Venture of the
Corporation or any of its Subsidiaries, or all or substantially all of the property or assets of
such Person are acquired by a Subsidiary or an Unconsolidated Joint Venture of the Corporation or
any of its Subsidiaries, shall be excluded from such determination.



“Consolidated Net Tangible Assets” shall mean, at any time of determination,
the total consolidated assets of the Corporation and its Subsidiaries as same would be shown on a
consolidated balance sheet of the Corporation prepared in accordance with GAAP at such time,
provided that all intangible assets (including good will) shall be excluded in making such
determination.



“Consolidated Subsidiary” shall mean, with respect to any Person, at any date, any
Subsidiary of such Person, whose financial results would be consolidated in the financial
statements of such Person in accordance with GAAP, if such statements were prepared as of such
date.



“Contingent Obligation” shall mean, as to any Person, any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including, without limitation, any obligation of such Person, whether or not
contingent, (i) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any
such primary obligation or (y) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth, solvency or other balance sheet condition of the primary
obligor in the nature of keep well agreements, maintenance agreements, comfort letters or similar
arrangements, (iii) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such
primary obligation against loss in respect thereof; provided, however, that the
term Contingent Obligation shall not include endorsements of instruments for deposit or collection
in the ordinary course of business. Anything herein to the contrary notwithstanding, no agreement
entered into by the Corporation or any of its Subsidiaries with respect to its acquisition of any
direct or indirect interest in any Hotel (including any Real Property or Leasehold comprising a
facility used in connection with the Timeshare Business), shall prior to the satisfaction in full
of all conditions precedent to the obligations of such Person pursuant to the agreement, be deemed
or construed to constitute a “Contingent Obligation” or “Indebtedness” of such Person hereunder,
provided that pursuant to any such agreement, neither the Corporation nor any of its
Subsidiaries is liable or responsible for and does not assume any development or construction
risks. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the primary obligation in respect of which such Contingent Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined by such Person in
good faith.



“Contractual Obligation” of any Person means any obligation, agreement, undertaking or
similar provision of any security issued by such Person or of any agreement (including, without
limitation, any management or franchise agreement), undertaking, contract, lease, indenture,
mortgage, deed of trust or other instrument (excluding a Credit Document) to which such Person is a
party or by which it or any of its property is bound or to which any of its properties is subject.



“Corporation” shall have the meaning provided in the first paragraph of this
Agreement.



“Credit Documents” shall mean this Agreement, each Letter of Credit, each Guaranty
and, after the execution and delivery thereof pursuant to the terms of this Agreement, each Note,
each Bankers’ Acceptance, each Election to Become an Alternate Currency Revolving Loan Borrower,
each Election to Become a Dollar Revolving Loan Borrower, each Incremental Revolving Loan
Commitment Agreement, each Alternate Currency Sub-Commitment Re-Allocation Agreement, each
Non-Alternate Currency Sub-Commitment Re-Allocation Agreement and each Non-LIBOR-Based Alternate
Currency Amendment.



“Credit Event” shall mean the making of any Loan or the issuance, amendment, extension
or renewal of any Letter of Credit (other than any amendment, extension or renewal that does not
increase the maximum stated amount of such Letter of Credit).



“Credit Party” shall mean each Borrower and each Guarantor.



“DB” shall mean Deutsche Bank AG New York Branch in its individual capacity.



“Defeased Debt” shall mean any Indebtedness of the Corporation or any of its
Subsidiaries which (i) is specifically designated by the Corporation as “Defeased Debt” pursuant to
an officer’s certificate from an Authorized Officer of the Corporation delivered to the
Administrative Agent and (ii) has been properly defeased in accordance with the terms of the
documentation governing such Indebtedness.



“Default” shall mean any event, act or condition which with notice or lapse of time,
or both, would constitute an Event of Default.



“Defaulting Lender” shall mean any RL Lender with respect to which a Lender Default is
in effect.



“Discount Rate” means, in respect of any Bankers’ Acceptances to be purchased by an
Alternate Currency RL Lender pursuant to Section 1.01(a) and Schedule III hereto, the discount rate
(calculated on an annual basis and rounded to the nearest one-hundredth of 1%, with
five-thousandths of 1% being rounded up) quoted by such Alternate Currency RL Lender at 10:00 A.M.
(Toronto time) as the discount rate at which such Alternate Currency RL Lender would purchase, on
the relevant Drawing Date, its own bankers’ acceptances having an aggregate Face Amount equal to
and with a term to maturity the same as the Bankers’ Acceptances to be acquired by such Alternate
Currency RL Lender on such Drawing Date.



“Disqualified Preferred Stock” shall mean any Preferred Stock of the Corporation other
than Qualified Preferred Stock.



“Dividend” with respect to any Person shall mean that such Person has declared or paid
a dividend or distribution or returned any equity capital to its stockholders, partners, members or
other holders of its Capital Stock or authorized or made any other distribution, payment or
delivery of property or cash to its holders of Capital Stock as such, or redeemed, retired,
purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any
class of its Capital Stock outstanding on or after the Initial Borrowing Date (or any options or
warrants issued by such Person with respect to its Capital Stock), or set aside any funds for any
of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise
acquire for a consideration any shares of any class of the Capital Stock of such Person outstanding
on or after the Initial Borrowing Date (or any options or warrants issued by such Person with
respect to its Capital Stock); provided, however, that a dividend or distribution
by such Person to the holders of one or more classes or series of its Capital Stock, shall not be
deemed to be a dividend, if such dividend or distribution is payable solely in shares of Capital
Stock that is not Preferred Stock, or in rights, warrants or options to purchase such shares.
Without limiting the foregoing, “dividends” with respect to any Person shall also include (i) all
payments made or required to be made by such Person with respect to any stock appreciation rights,
plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for
the foregoing purposes, in each case except to the extent (x) the same are paid in common stock of
the Corporation or (y) such payments reduced Consolidated EBITDA and (ii) all payments (other than
payments made in common stock of the Corporation made at any time in respect of any Forward Equity
Transactions.



“Dollar Competitive Bid Loan” shall mean each Competitive Bid Loan denominated in
Dollars.



“Dollar Equivalent” of an amount denominated in a currency other than Dollars (the
“Other Currency”) shall mean, on any date of determination, the amount of Dollars which
could be purchased with the amount of Other Currency involved in such computation at the spot
exchange rate therefor as quoted by the Administrative Agent as of 11:00 A.M. (New York time) on
the date two Business Days prior to the date of any determination thereof for purchase on such date
(or, in the case of any determination pursuant to Section 13.16, on the date of determination);
provided that (1) except as provided in clause (2) below, for purposes of Section 1.17, the
Dollar Equivalent of any amount (expressed in a currency other than Dollars) shall be the amount of
Dollars that the Administrative Agent determines, based upon the actual exchange rates which the
Administrative Agent believes can be obtained on the date of conversion pursuant to Section 1.17,
would be required to be paid in Dollars to purchase such amount of other currency, (2) following
the occurrence of a Sharing Event, the Dollar Equivalent of any Unpaid Drawing or unreimbursed
payment under an Alternate Currency Letter of Credit shall be determined on the later of the time
the drawing under the related Alternate Currency Letter of Credit was paid or disbursed by the
respective Issuing Bank or the date of the occurrence of the Sharing Event, (3) the Dollar
Equivalent of an amount denominated in Mexican Pesos shall mean, on any date of determination, the
amount of Dollars that could be purchased with the amount of Mexican Pesos involved in such
computation at the spot exchange rate therefor quoted in The Wall Street Journal on such date and
(4) for purposes of (x) determining compliance with Sections 1.01, 2.02(a) and 4.02(a) and (y)
calculating Fees pursuant to Section 3.01 (except, during all periods prior to the occurrence of a
Sharing Event, Letter of Credit Fees and Facing Fees with respect to Alternate Currency Letters of
Credit), the Dollar Equivalent of any amounts outstanding in a currency other than Dollars shall be
revalued on a quarterly basis using the spot exchange rate therefor quoted in The Wall Street
Journal on the last Business Day of each calendar quarter, provided that, at any time
during a calendar quarter, if the full principal amount of Alternate Currency Revolving Loans
permitted to be incurred pursuant to this Agreement (i.e., up to the full amount of the
respective Alternate Currency Revolving Loan Sub-Commitments as then in effect) were incurred, and
if the Dollar Equivalent as recalculated based on the exchange rate therefor quoted in The Wall
Street Journal on the respective date of determination pursuant to this exception would result in
an increase in the Dollar Equivalent as then in effect of such amounts of 10% or more, then at the
discretion of the Administrative Agent or at the request of the Required Lenders, the Dollar
Equivalent shall be reset based upon the exchange rates quoted on such date in The Wall Street
Journal, which rates shall remain in effect until the last Business Day of such calendar quarter or
such earlier date, if any, as the rate is reset pursuant to this proviso. Notwithstanding anything
to the contrary contained in this definition, as of any date that a Specified Default or an Event
of Default has occurred and is continuing, the Administrative Agent may revalue the Dollar
Equivalent of any amounts outstanding under the Credit Documents in a currency other than Dollars
in its sole discretion.



“Dollar Letter of Credit” shall mean each Letter of Credit denominated in Dollars.



“Dollar Letter of Credit Outstandings” shall mean, at any time of determination, the
sum of (i) the aggregate Stated Amount of all outstanding Dollar Letters of Credit at such time
plus (ii) the aggregate amount of all Unpaid Drawings with respect to Dollar Letters of
Credit at such time.



“Dollar Loan” shall mean each Dollar Revolving Loan, each Dollar Competitive Bid Loan
and each Swingline Loan.



“Dollar Percentage” of any RL Lender at any time of determination shall mean a
fraction (expressed as a percentage) the numerator of which is the Non-Alternate Currency Revolving
Loan Sub-Commitment of such RL Lender at such time and the denominator of which is the aggregate
amount of Non-Alternate Currency Revolving Loan Commitments of all RL Lenders at such time, or, in
the case of an RL Lender that is, or whose Affiliate is, an Alternate Currency RL Lender, at any
time when (and to the extent that) the Aggregate Non-Alternate Currency Revolving Exposure equals
or exceeds the aggregate of the Non-Alternate Currency Revolving Loan Sub-Commitments, such RL
Lender’s or such Affiliate’s Unutilized Alternate Currency RL Percentage. Notwithstanding anything
to the contrary contained above, if the Dollar Percentage of any RL Lender is to be determined
after the Total Revolving Loan Commitment has been terminated, then the Dollar Percentages of the
RL Lenders shall be determined immediately prior (and without giving effect) to such termination.



“Dollar Revolving Loan” shall have the meaning provided in Section 1.01(a).



“Dollar Revolving Loan Borrower” shall mean (i) the Corporation and (ii) any
Wholly-Owned Domestic Subsidiary of the Corporation that is found acceptable to, and approved in
writing by, the Administrative Agent which accedes to this Agreement as contemplated by Section
6.04, unless and until, in the case of any such Wholly-Owned Domestic Subsidiary, same is removed
as a “Dollar Revolving Loan Borrower” as contemplated by Section 13.12(d).



“Dollar Revolving Note” shall have the meaning provided in Section 1.06(a).



“Dollars” and the sign “$” shall each mean freely transferable lawful money of
the United States.



“Domestic Subsidiary” shall mean each Subsidiary of the Corporation incorporated or
organized in the United States or any State or territory thereof.



“Draft” shall mean at any time of determination either (i) a depository bill within
the meaning of the Depository Bills and Notes Act (Canada) or (ii) a blank bill of
exchange, within the meaning of the Bills of Exchange Act (Canada), drawn by any Alternate
Currency Revolving Loan Borrower on an Alternate Currency RL Lender and bearing such distinguishing
letters and numbers as such Alternate Currency RL Lender may determine, but which at such time has
not been completed or accepted by such Alternate Currency RL Lender.



“Drawing” shall have the meaning provided in Section 2.05(b).



“Drawing Date” shall mean any Business Day fixed pursuant to Schedule III for the
creation and purchase of Bankers’ Acceptances by an Alternate Currency RL Lender pursuant to
Schedule III.



“Effective Date” shall have the meaning provided in Section 13.10.



“Election to Become an Alternate Currency Revolving Loan Borrower” shall mean an
Election to Become an Alternate Currency Revolving Loan Borrower substantially in the form of
Exhibit H-1 (with such modifications thereto as the Administrative Agent may require in any given
case based on the advice of foreign counsel), which shall be executed by each Person which becomes
an Alternate Currency Revolving Loan Borrower after the Effective Date.



“Election to Become a Dollar Revolving Loan Borrower” shall mean an Election to Become
a Dollar Revolving Loan Borrower substantially in the form of Exhibit H-2, which shall be executed
by each Person which becomes a Dollar Revolving Loan Borrower after the Effective Date.



“Eligible Transferee” shall mean and include a commercial bank, financial institution,
any fund or similar entity that regularly invests in bank loans and any other “accredited investor”
(as defined in Regulation D of the Securities Act).



“EMU Legislation” shall mean the legislation measures of the European Union for the
introduction of, changeover to or operation of the Euro in one or more member states, being in part
legislation measures to implement the third stage of the European Monetary Union.



“End Date” shall mean, for any Margin Adjustment Period, the last day of such Margin
Adjustment Period.



“Environmental Claims” means any and all administrative , regulatory or judicial
actions, suits, demands, demand letters, directives, claims, liens, notices of noncompliance or
violation, investigations or proceedings arising under any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, “Claims”), including,
without limitation, (a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law, and (b) any and all Claims by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief in connection with
alleged injury or threat of injury to human health, safety or the environment due to the presence
of Hazardous Materials.



“Environmental Law” shall mean any applicable federal, state, foreign or local
statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect
and in each case as amended, and any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent decree or judgment, relating to the environment or
Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution
Control Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C.
§ 2601 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the
Safe Drinking Water Act, 42 U.S.C. § 3803 et seq.; the Oil Pollution Act of 1990,
33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know
Act of 1986, 42 U.S.C. § 11001 et seq.; the Hazardous Material Transportation Act,
49 U.S.C. § 1801 et seq; the Occupational Safety and Health Act, 29 U.S.C. § 651
et seq.; and any state and local or foreign counterparts or equivalents, in each
case as amended from time to time.



“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the applicable regulations thereunder. Section references to ERISA are to
ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.



“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which
together with any Borrower or a Subsidiary of any Borrower would be deemed to be a “single
employer” within the meaning of Section 414(b) or (c) (and, for purposes of Section 302 of ERISA,
each “applicable section” under Section 414(t)(2) of the Code, Section 412 or 430 of the Code,
Section 414(b), (c), (m) or (o) of the Code).



“ERISA Event” shall mean (i) the occurrence of a Reportable Event; (ii) a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan is subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and
an event described in subsection .62, .63 or .64 of PBGC Regulation Section 4043 is reasonably
expected to occur with respect to such Plan within the following 30 days; (iii) the filing of a
notice of intent to terminate any Plan, if such termination would require material additional
contributions in order to be considered a standard termination within the meaning of Section
4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any
Plan or the termination of any Plan under Section 4041(c) of ERISA; (iv) the receipt by any
Borrower, a Subsidiary of any Borrower or any ERISA Affiliate, of any notice, or the receipt by any
Multiemployer Plan from any Borrower, a Subsidiary of any Borrower or any ERISA Affiliate of any
notice, that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA;
(v) proceedings have been instituted, or the occurrence of an event or condition which would
reasonably be expected to constitute grounds for the institution of proceedings, by the PBGC under
Title IV of ERISA to terminate or appoint a trustee to administer a Plan; (vi) the failure to make
a required contribution to any Plan that would result in the imposition of a lien or other
encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of
ERISA, or the arising of such a lien or encumbrance; (vii) there being or arising any “unpaid
minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set
forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not
waived; (viii) the filing of any request for or receipt of a minimum funding waiver under Section
412 of the Code with respect to any Plan or Multiemployer Plan, or that such filing may be made;
(ix) a determination that any Plan is, or is expected to be, in at-risk status under Title IV of
ERISA; or (x) any Borrower, any Subsidiary of any Borrower or any ERISA Affiliate has incurred an
outstanding liability (whether or not assessed) under Section 4062, 4063, 4064, 4068, 4069, 4201,
4204 or 4212 of ERISA.



“EURIBOR” shall mean (x) the rate per annum for deposits in Euros for a period
corresponding to the duration of the relevant Interest Period which appears on the Reuters Screen
which displays the rate of the Banking Federation of the European Union for the Euro (being
currently page “EURIBOR01”) at approximately 11:00 A.M. (Brussels time) on the date which is two
Business Days prior to the commencement of such Interest Period (for delivery on the first day of
such Interest Period) or, if such page shall cease to be available, such other page or such other
service for the purpose of displaying an average rate of the Banking Federation of the European
Union as the Administrative Agent, after consultation with Alternate Currency RL Lenders with Euro
I Revolving Loan Sub-Commitments, Euro II Revolving Loan Sub-Commitments or Euro III Revolving Loan
Sub-Commitments and the Corporation, shall select or (y) if such rate is not available at such time
for any reason, and the Administrative Agent has not selected an alternative service on which a
quotation is displayed, then the “EURIBOR” for the relevant Interest Period shall be the arithmetic
mean (rounded upwards to four decimal places) of the rates (as notified to the Administrative Agent
at its request) at which each Euro Reference Bank was offering to prime banks in the European
interbank market deposits in Euros for the relevant Interest Period at approximately 11:00 a.m.,
Brussels time, two (2) Business Days prior to the commencement of such Interest Period;
provided, however, that in the event the Administrative Agent has made any
determination pursuant to Section 1.11(a)(i) in respect of Euro Revolving Loans, or in the
circumstances described in clause (i) to the proviso to Section 1.11(b) in respect of Euro
Revolving Loans, EURIBOR determined pursuant to this definition shall instead be the rate
determined by the Administrative Agent as the all-in-cost of funds for the Administrative Agent (or
such other Lender) to fund a Borrowing of Euro Revolving Loans with maturities comparable to the
Interest Period applicable thereto.



“Eurodollar Loan” shall mean each Dollar Revolving Loan (bearing interest at the
Eurodollar Rate) designated as such by the respective Dollar Revolving Loan Borrower at the time of
the incurrence thereof or conversion thereto.



“Eurodollar Rate” shall mean the rate per annum that appears on Reuters Screen LIBOR01
or any successor page for Dollar deposits with maturities comparable to the Interest Period
applicable to the Eurodollar Loans subject to the respective Borrowing commencing two Business Days
thereafter as of 11:00 a.m. (London time) on the date which is two Business Days prior to the
commencement of the respective Interest Period divided (and rounded, if necessary, upward to the
next whole multiple of 1/16 of 1%) by (ii) a percentage equal to 100% minus the then stated maximum
rate of all reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the Federal Reserve
System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category
of liabilities under Regulation D); provided that, to the extent that an interest rate is
not ascertainable pursuant to the foregoing provisions of this definition, the rate to be used for
purposes of this definition shall be the interest rate per annum determined by the Administrative
Agent to be the rate per annum at which deposits in Dollars are offered for such relevant Interest
Period to major banks in the London interbank market in London, England by DB at approximately
11:00 A.M. (London time) on the date which is two Business Days prior to the beginning of such
Interest Period, divided (and rounded, if necessary, upward to the nearest whole multiple of 1/16
of 1%) by a percentage equal to 100% minus the then stated maximum rate of all reserve requirements
(including, without limitation, any marginal, emergency, supplemental, special or other reserves)
applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities
as defined in Regulation D (or any successor category of liabilities under Regulation D).



“Euro Equivalent” shall mean, on any date of determination, the amount of Euros which
could be purchased with the amount of Dollars involved in such computation at the spot exchange
rate therefor as quoted by the Administrative Agent as of 11:00 A.M. (London time) on the date two
Business Days prior to the date of any determination thereof for purchase on such date (or, in the
case of any determination pursuant to Section 1.17 or 13.16, on the date of determination).



“Euro Rate” shall mean and include each of the Eurodollar Rate, EURIBOR and each other
Alternate Currency LIBOR Rate.



“Euro Rate Loan” shall mean each Eurodollar Loan, each Euro I Revolving Loan, each
Euro II Revolving Loan, each Euro III Revolving Loan, each Sterling Revolving Loan, each Australian
Dollar Revolving Loan, each Yen Revolving Loan and each Other Permitted LIBOR-Based Alternate
Currency Revolving Loan.



“Euro Reference Banks” means, as to the Euro Revolving Loans of any Alternate Currency
Revolving Loan Borrower organized in a given jurisdiction, the principal offices in such
jurisdiction of each of DB, JPMorgan Chase Bank, N.A. and/or the relevant affiliate of any of the
foregoing (or any successor to any of the foregoing) and any other bank or financial institution
appointed as such by the Administrative Agent under this Agreement.



“Euro Revolving Loans” shall mean each Euro I Revolving Loan, each Euro II Revolving
Loan and each Euro III Revolving Loan.



“Euro I Revolving Loan” shall mean each Alternate Currency Revolving Loan denominated
in Euros at the time of the incurrence thereof made by an Alternate Currency RL Lender with a Euro
I Revolving Loan Sub-Commitment.



“Euro II Revolving Loans” shall mean each Alternate Currency Revolving Loan
denominated in Euros at the time of the incurrence thereof made by an Alternate Currency RL Lender
with a Euro II Revolving Loan Sub-Commitment.



“Euro III Revolving Loans” shall mean each Alternate Currency Revolving Loan
denominated in Euros at the time of the incurrence thereof made by an Alternate Currency RL Lender
with a Euro III Revolving Loan Sub-Commitment.



“Euro I Revolving Loan Sub-Commitment” means, as to any Alternate Currency RL Lender,
the amount, if any, set forth opposite such Alternate Currency RL Lender’s name in Schedule I-B
directly below the column entitled “Euro I Revolving Loan Sub-Commitment,” as same may be (x)
reduced from time to time pursuant to Sections 1.17, 3.02, 3.03, 10, 13.12(e)(II) and/or 13.12(f),
(y) increased from time to time pursuant to Sections 1.19 and/or 13.12(e)(I) or (z) adjusted from
time to time as a result of assignments to or from such Lender pursuant to Section 1.14 or
13.04(b). The Euro I Revolving Loan Sub-Commitment of each Alternate Currency RL Lender is a
sub-limit of the Revolving Loan Commitment of the respective Alternate Currency RL Lender (or its
respective affiliate which is a Lender with the related Revolving Loan Commitment) and not an
additional commitment and, in no event, may exceed at any time, when added to the sum of all other
Sub-Commitments of the respective Alternate Currency RL Lender (or its respective affiliates) at
such time, the Revolving Loan Commitment of such Alternate Currency RL Lender (or its respective
affiliate which is a Lender with the related Revolving Loan Commitment).



“Euro II Revolving Loan Sub-Commitment” shall mean, as to any Alternate RL Currency
Lender, the amount, if any, set forth opposite such Alternate Currency RL Lender’s name in Schedule
I-B directly below the column entitled “Euro II Revolving Loan Sub-Commitment,” as same may be (x)
reduced from time to time pursuant to Sections 1.17, 1.18, 3.02, 3.03, 10, 13.12(e)(II) and/or
13.12(f), (y) increased from time to time pursuant to Sections 1.19 and/or 13.12(e)(I) or
(z) adjusted from time to time as a result of assignments to or from such Lender pursuant to
Section 1.14 or 13.04(b). The Euro II Revolving Loan Sub-Commitment of each Alternate Currency RL
Lender is a sub-limit of the Revolving Loan Commitment of the respective Alternate Currency RL
Lender (or its respective affiliate which is a Lender with the related Revolving Loan Commitment)
and not an additional commitment and, in no event, may exceed at any time, when added to the sum of
all other Sub-Commitments of the respective Alternate Currency RL Lender (or its respective
affiliates) at such time, the Revolving Loan Commitment of such Alternate Currency RL Lender (or
its respective affiliate which is a Lender with the related Revolving Loan Commitment).



“Euro III Revolving Loan Sub-Commitment” shall mean, as to any Alternate RL Currency
Lender, the amount, if any, set forth opposite such Alternate Currency RL Lender’s name in Schedule
I-B directly below the column entitled “Euro III Revolving Loan Sub-Commitment,” as same may be (x)
reduced from time to time pursuant to Sections 1.17, 1.18, 3.02, 3.03, 10, 13.12(e)(II) and/or
13.12(f), (y) increased from time to time pursuant to Sections 1.19 and/or 13.12(e)(I) or
(z) adjusted from time to time as a result of assignments to or from such Lender pursuant to
Section 1.14 or 13.04(b). The Euro III Revolving Loan Sub-Commitment of each Alternate Currency RL
Lender is a sub-limit of the Revolving Loan Commitment of the respective Alternate Currency RL
Lender (or its respective affiliate which is a Lender with the related Revolving Loan Commitment)
and not an additional commitment and, in no event, may exceed at any time, when added to the sum of
all other Sub-Commitments of the respective Alternate Currency RL Lender (or its respective
affiliates) at such time, the Revolving Loan Commitment of such Alternate Currency RL Lender (or
its respective affiliate which is a Lender with the related Revolving Loan Commitment).



“Euro I Revolving Notes” shall have the meaning provided in Section 1.06(a).



“Euro II Revolving Notes” shall have the meaning provided in Section 1.06(a).



“Euro III Revolving Notes” shall have the meaning provided in Section 1.06(a).



“Euro Revolving Notes” shall mean each Euro I Revolving Note, each Euro II Revolving
Note and each Euro III Revolving Note.



“Euros” and the sign “€” shall mean the currency introduced on January 1, 1999
at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty.



“Event of Default” shall have the meaning provided in Section 10.



“Excess Cash Flow” shall mean, for any period, the remainder of (x) Consolidated
EBITDA for such period minus (y) the sum of (i) Consolidated Interest Expense paid in cash
for such period, (ii) scheduled amortization payments made with respect to any Indebtedness of the
Corporation and its Subsidiaries during such period (excluding, however, balloon payments made at
final stated maturity), (iii) Maintenance Capital Expenditures incurred or made during such period
and (iv) taxes paid in cash by the Corporation and its Subsidiaries during such period.



“Existing Bankers’ Acceptances” shall have the meaning provided in Section 1.15(b).



“Existing Credit Agreement” shall mean the Credit Agreement, dated as of February 10,
2006, among the Corporation, each Alternate Currency Revolving Loan Borrower (as defined therein)
from time to time party thereto and the lenders from time to time party thereto, as in effect on
the Initial Borrowing Date (immediately prior to giving effect to the Transaction).



“Existing Letters of Credit” shall have the meaning provided in Section 2.01(c).



“Existing Liens” shall have the meaning provided in Section 9.01.



“Existing Senior Notes” shall mean the Senior Notes identified as item [      ] on
Schedule 7.13 hereto.



“Face Amount” shall mean, in respect of a Bankers’ Acceptance, the amount payable to
the holder thereof on its maturity. The Face Amount of any Bankers’ Acceptance Loan shall be equal
to the Face Amounts of the underlying Bankers’ Acceptances.



“Facility Fee” shall have the meaning provided in Section 3.01(a).



“Facing Fee” shall have the meaning provided in Section 3.01(c).



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



“Fees” shall mean all amounts payable pursuant to or referred to in Section 3.01.



“Fiscal Year” shall mean each fiscal year of the Corporation, which shall be required
to end on December 31 of each calendar year.



“Foreign Pension Plan” shall mean any defined benefit pension plan (including, without
limitation, any superannuation fund) which is established, contributed to or maintained by any
Borrower or any one or more of its Subsidiaries outside the United States of America and which is
required by applicable laws to be funded.



“Foreign Subsidiary” shall mean each Subsidiary of the Corporation other than a
Domestic Subsidiary.



“Forward Equity Transactions” shall mean any arrangement or agreement by the
Corporation or any of its Subsidiaries involving any forward equity sale, including, without
limitation, any agreement pursuant to which funds are advanced to the Corporation or any Subsidiary
thereof and pursuant to which the Corporation or any Subsidiary thereof is contractually obligated
(or permitted) to, at a future date or dates, issue Capital Stock to satisfy its obligations under
such agreement (whether or not said obligation may be satisfied through the delivery of cash in
lieu of such Capital Stock).



“GAAP” means generally accepted accounting principles in the United States of America
as in effect from time to time set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and the statements and
pronouncements of the Financial Accounting Standards Board, or in such other statements by such
other entity as may be in general use by significant segments of the accounting profession, which
are applicable to the circumstances as of the date of determination, except that, for purposes of
Section 9 and all determinations of the Applicable Margin (and the financial terms used therein),
GAAP shall be determined on the basis of such principles in effect on December 31, 2009 and
consistent with those used in the preparation of the audited consolidated financial statements of
the Corporation and its Subsidiaries for the Fiscal Year ended December 31, 2009 referred to in
Section 7.03(a); provided, however, that (i) for the avoidance of doubt, no effect
shall be given to the Statement of Financial Accounting Standards No. 166 and No. 167 as it relates
to the Corporation’s and its Subsidiaries’ Non-Recourse Indebtedness (i.e., Non-Recourse
Indebtedness shall be excluded from the calculation of Consolidated Indebtedness, interest
associated with Non-Recourse Indebtedness obligations shall be excluded from the calculation of
Consolidated Interest Expense and earnings attributable to timeshare receivables securitizations
shall be excluded from the calculation of Consolidated EBITDA) and (ii) all determinations pursuant
to Section 9 and the definition of Applicable Margin shall be made, in each case, without giving
effect to any election under Statement of Financial Accounting Standards 159 (or any similar
accounting principle) permitting a Person to value its financial liabilities at the fair value
thereof.



“Governmental Authority” means any nation or government, any state or other political
subdivision thereof and any entity duly exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.



“Guaranteed Creditors” shall mean and include each Agent, each Lender, each Issuing
Bank, each Swingline Lender, and each party (other than any Credit Party) party to (or
participating in) an Interest Rate Protection Agreement or Other Hedging Agreement to the extent
such party is a Lender or any affiliate thereof (even if such Lender subsequently ceases to be a
Lender under this Agreement for any reason) and their subsequent assigns.



“Guarantors” shall mean and include each Dollar Revolving Loan Borrower in its
capacity as a guarantor under Section 14.



“Guaranty” shall mean the guaranty of each Guarantor pursuant to Section 14.



“Hazardous Materials” means (a) any petroleum or petroleum products, radioactive
materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation,
transformers or other equipment that contain dielectric fluid containing regulated levels of
polychlorinated biphenyls, and radon gas; and (b) any chemicals, materials or substances defined,
characterized or regulated as or included in the definitions of “hazardous substances,” “hazardous
waste,” “hazardous materials,” “extremely hazardous substances,” “restricted hazardous waste,”
“toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import
under any applicable Environmental Law.



“Hotel” means any Real Property or Leasehold comprising an operating facility offering
hotel or other lodging services.



“Hotel Business” shall mean (i) the hotel, resort, extended stay lodging and other
hospitality business (including the Timeshare Business), together with any related residential
development, restaurant and health spa business, and (ii) any and all businesses that in the good
faith judgment of the board of directors of the Corporation are reasonably related to, or may be
used in connection with, the businesses described in preceding clause (i).



“Incremental Alternate Currency Revolving Loan Sub-Commitment” shall mean, for each
Incremental RL Lender, any incremental commitment by such Incremental RL Lender to make Alternate
Currency Revolving Loans pursuant to a given Alternate Currency Revolving Loan Sub-Tranche pursuant
to Section 1.01(a) as agreed to by such Incremental RL Lender in the respective Incremental
Revolving Loan Commitment Agreement delivered pursuant to Section 1.19; it being understood,
however, that on each date upon which an Incremental Alternate Currency Revolving Loan
Sub-Commitment of any Incremental RL Lender becomes effective, such Incremental Alternate Currency
Revolving Loan Sub-Commitment of such Incremental RL Lender shall be added to (and thereafter
become a part of) the relevant Alternate Currency Revolving Loan Sub-Commitment of such Incremental
RL Lender to which such Incremental Alternate Currency Revolving Loan Sub-Commitment relates for
all purposes of this Agreement as contemplated by Section 1.19.



“Incremental Revolving Loan Commitment” shall mean, for each Incremental RL Lender,
any commitment by such Incremental RL Lender to make Revolving Loans pursuant to Section 1.01(a) as
agreed to by such Incremental RL Lender in the respective Incremental Revolving Loan Commitment
Agreement delivered pursuant to Section 1.19; it being understood, however, that on each date upon
which an Incremental Revolving Loan Commitment of any Incremental RL Lender becomes effective, such
Incremental Revolving Loan Commitment of such Incremental RL Lender shall be added to (and
thereafter become a part of) the Revolving Loan Commitment of such Incremental RL Lender for all
purposes of this Agreement as contemplated by Section 1.19.



“Incremental Revolving Loan Commitment Agreement” shall mean an Incremental Revolving
Loan Commitment Agreement substantially in the form of Exhibit J (appropriately completed).



“Incremental Revolving Loan Commitment Date” shall mean each date upon which an
Incremental Revolving Loan Commitment under an Incremental Revolving Loan Commitment Agreement
becomes effective as provided in Section 1.19(b)(i).



“Incremental Revolving Loan Commitment Requirements” shall mean, with respect to any
request for an Incremental Revolving Loan Commitment (and any related Incremental Alternate
Currency Revolving Loan Sub-Commitment) made pursuant to Section 1.19 or any provision of an
Incremental Revolving Loan Commitment (and any related Incremental Alternate Currency Revolving
Loan Sub-Commitment) on a given Incremental Revolving Loan Commitment Date, the satisfaction of
each of the following conditions: (i) no Default or Event of Default then exists or would result
therefrom (for purposes of such determination, assuming the relevant Loans in an aggregate
principal amount equal to the full amount of Incremental Revolving Loan Commitments then requested
or provided had been incurred on such date of request or Incremental Revolving Loan Commitment
Date, as the case may be), (ii) the Corporation shall have certified to the Administrative Agent
that the incurrence of Revolving Loans in an aggregate principal amount equal to the full amount of
the Incremental Revolving Loan Commitments then requested or provided is permitted under, and in
accordance with, the Senior Note Documents, all other indentures and all other material debt
agreements to which a Credit Party is a party, (iii) all representations and warranties contained
herein and in the other Credit Documents shall be true and correct in all material respects with
the same effect as though such representations and warranties had been made as of such date of
request or Incremental Revolving Loan Commitment Date, as the case may be (after giving effect to
the incurrence of the respective Revolving Loan), unless stated to relate to a specified date, in
which case such representations and warranties shall be true and correct in all material respects
as of such specified date and (iv) the delivery by the Corporation of an officer’s certificate to
the Administrative Agent certifying as to compliance with preceding clauses (i), (ii) and (iii).



“Incremental RL Lender” shall have the meaning provided in Section 1.19(b).



“Indebtedness” shall mean, as to any Person, without duplication, (i) all indebtedness
(including principal, interest, fees and charges) of such Person for borrowed money or for the
deferred purchase price of property or services (excluding accounts payable and accrued expenses
arising in the ordinary course of business), (ii) the maximum amount available to be drawn under
all letters of credit issued for the account of such Person and all unpaid drawings in respect of
such letters of credit, (iii) all Indebtedness of the types described in clause (i), (ii), (iv),
(v), (vi) or (vii) of this definition secured by any Lien on any property owned by such Person,
whether or not such Indebtedness has been assumed by such Person (provided that, if the
Person has not assumed or otherwise become liable in respect of such Indebtedness, such
Indebtedness shall be deemed to be in an amount equal to the stated amount of such Indebtedness),
(iv) the aggregate amount required to be capitalized under leases under which such Person is the
lessee, (v) all obligations of such person to pay a specified purchase price for goods or services,
whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all
Contingent Obligations of such Person and (vii) all obligations under any Interest Rate Protection
Agreement, any Other Hedging Agreement or under any similar type of agreement. Notwithstanding
anything to the contrary contained above, all Forward Equity Transactions shall be deemed to
constitute Indebtedness for purposes of this Agreement, with the amount of such Indebtedness at any
time outstanding to be equal to the maximum amount of cash and/or fair market value of property
which would be required to be delivered by the Corporation and its Subsidiaries at such time to
satisfy in full their obligations under the respective Forward Equity Transactions.



“Indebtedness to be Refinanced” shall mean all Indebtedness under the Existing Credit
Agreement on the Initial Borrowing Date (prior to giving effect to the Transaction).



“Indemnified Person” shall have the meaning provided in Section 13.01(a).



“Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure” of any
Alternate Currency RL Lender under a given Alternate Currency Revolving Loan Sub-Tranche shall
mean, at any time, the sum of (i) the aggregate principal amount or Face Amount, as the case may
be, of all Alternate Currency Revolving Loans made pursuant to such Alternate Currency Revolving
Loan Sub-Tranche by such Alternate Currency RL Lender and then outstanding (for this purpose, using
the Dollar Equivalent of the principal amount or Face Amount, as the case may be, of each such
Alternate Currency Revolving Loan) and (ii) such Alternate Currency RL Lender’s relevant Alternate
Currency RL Percentage of all Alternate Currency Letter of Credit Outstandings relating to
Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan
Sub-Tranche.



“Individual Revolving Credit Exposure” shall mean, for any RL Lender at any time, the
sum of (i) the aggregate principal amount or Face Amount, as applicable, of all Revolving Loans
made by such RL Lender (and its affiliates, if any, acting as Alternate Currency RL Lenders) (for
this purpose, using the Dollar Equivalent of the principal amount or Face Amount, as the case may
be, of all Alternate Currency Revolving Loans then outstanding from such RL Lender or any affiliate
thereof acting as an Alternate Currency RL Lender), plus (ii) the product of (A) such RL
Lender’s Dollar Percentage and (B) the sum of (x) the aggregate amount of all Dollar Letter of
Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then
outstanding plus (iii) for each Alternate Currency Letter of Credit issued under each
Alternate Currency Revolving Loan Sub-Tranche for which such RL Lender (and/or its affiliates, if
any, acting as Alternate Currency RL Lenders) has a related Alternate Currency Revolving Loan
Sub-Commitment, such RL Lender’s (and its affiliates’, if any, acting as Alternate Currency RL
Lenders) relevant Alternate Currency RL Percentage of all Alternate Currency Letter of Credit
Outstandings relating to all Alternate Currency Letters of Credit issued under such Alternate
Currency Revolving Loan Sub-Tranche.



“Initial Borrowing Date” shall mean the date occurring on or after the Effective Date
on which the initial Borrowing of Loans hereunder occurs.



“Insignificant Subsidiary” shall mean, at any time, any Subsidiary of the Corporation
(excluding any Credit Party) which (x) has (i) assets of not greater than 10% of the consolidated
total assets of the Corporation and its Subsidiaries (determined as of the last day of the most
recent fiscal quarter of the Corporation) and (ii) revenue of less than 10% of the consolidated
revenues of the Corporation and its Subsidiaries for the Test Period then most recently ended and
(y) if aggregated with all other Subsidiaries of the Corporation with respect to which an event
described under Section 10.05 has occurred and is continuing, would have (i) assets of not greater
than 10% of the consolidated total assets of the Corporation and its Subsidiaries (determined as of
the last day of the most recent fiscal quarter of the Corporation) and (ii) revenue of less than
10% of the consolidated revenues of the Corporation and its Subsidiaries for the Test Period then
most recently ended.



“Interest Determination Date” shall mean (i) with respect to any Euro Rate Loan, the
second Business Day prior to the commencement of any Interest Period relating to such Euro Rate
Loan, (ii) with respect to any Mexican Pesos Revolving Loan, the first day of any Mexican Pesos
Interest Period relating to such Mexican Pesos Revolving Loan (or, if such day is not a Business
Day, the immediately preceding Business Day) and (iii) with respect to any Other Permitted
Non-LIBOR-Based Alternate Currency Revolving Loan, the date provided in the relevant
Non-LIBOR-Based Alternate Currency Amendment.



“Interest Period” shall have the meaning provided in Section 1.10(a).



“Interest Rate Protection Agreement” shall mean any interest rate swap agreement,
interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other
similar agreement or arrangement.



“Irish Alternate Currency Revolving Loan Borrower” shall mean an Alternate Currency
Revolving Loan Borrower organized under the laws of Ireland.



“Irish Alternate Currency RL Lender” shall have the meaning provided in Section
4.04(e).



“Irish Qualifying Lender” shall mean, in respect of an Irish Alternate Currency
Revolving Loan Borrower, an Irish Alternate Currency RL Lender which is beneficially entitled to
interest payable to that Irish Alternate Currency RL Lender in respect of a Credit Document and is
a body corporate:




(i) which, by virtue of the law of a Qualifying Irish Jurisdiction, is resident in the
Qualifying Irish Jurisdiction for the purposes of tax and that jurisdiction imposes a tax
that generally applies to interest receivable in that jurisdiction by companies from sources
outside that jurisdiction; or




(ii) where the interest:




(x) is exempted from the charge to Irish income tax under a double taxation
treaty in force on the date the interest is paid; or




(y) would be exempted from the charge to Irish income tax if a double taxation
treaty which has been signed but is not yet in force had the force of law on the
date the interest is paid,



except where, in respect of each of clauses (i) and (ii), interest payable to that body corporate
in respect of a Credit Document is paid in connection with a trade or business which is carried on
in Ireland by that body corporate through a branch or agency.



“Issuing Bank” shall mean (i) in the case of Dollar Letters of Credit, DB and any
other RL Lender which at the request of the Corporation and with the consent of the Administrative
Agent agrees, in such RL Lender’s sole discretion, to become an Issuing Bank for the purpose of
issuing Dollar Letters of Credit pursuant to Section 2, (ii) in the case of Alternate Currency
Letters of Credit denominated in a given Alternate Currency, any RL Lender with an Alternate
Currency Revolving Loan Sub-Commitment in such Alternate Currency which at the request of the
Corporation and with the consent of the Administrative Agent agrees, in such RL Lender’s sole
discretion, to become an Issuing Bank for the purpose of issuing Alternate Currency Letters of
Credit denominated in such Alternate Currency pursuant to Section 2 and (iii) with respect to the
Existing Letters of Credit, the Lender designated as the issuer thereof on Schedule 2.01(c) shall
be the Issuing Bank thereof.



“Judgment Currency” shall have the meaning provided in Section 13.16(a).



“Judgment Currency Conversion Date” shall have the meaning provided in Section
13.16(a).



“L/C Supportable Obligations” shall mean obligations of the Corporation or any of its
Subsidiaries incurred in the ordinary course of business and which do not violate the applicable
provisions, if any, of this Agreement.



“Lead Arrangers” shall mean Deutsche Bank Securities, Inc., J.P. Morgan Securities
Inc. and Banc of America Securities LLC, each in their capacities as Lead Arrangers and Book
Running Managers.



“Leaseholds” of any Person means all the right, title and interest of such Person as
lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.



“Lender” shall mean each financial institution listed on Schedule I-A, as well as any
Person which becomes a “Lender” hereunder pursuant to Section 1.14, 1.19 or 13.04(b). Unless the
context otherwise requires, each reference in this Agreement to a Lender includes each Alternate
Currency RL Lender and, if the reference is to a specific Lender which has a Revolving Loan
Commitment hereunder, shall include references to any Affiliate of any such Lender which is acting
as an Alternate RL Currency Lender.



“Lender Default” shall mean, as to any RL Lender, (i) the wrongful refusal (which has
not been retracted) of such RL Lender or the failure of such RL Lender to make available its
portion of any Borrowing (including any Mandatory Borrowing) or to fund its portion of any
unreimbursed payment with respect to a Letter of Credit pursuant to Section 2.04(c) or to purchase
participating interests in Revolving Loans under Section 1.17, (ii) such RL Lender having been
deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding or a
takeover by a regulatory authority; provided that such RL Lender shall not be deemed in
Lender Default solely as the result of the acquisition or maintenance of an ownership interest in
such Lender or any Person controlling such Lender, or the exercise of control over such Lender or
any Person controlling such Lender, by a governmental authority or an instrumentality thereof, or
(iii) such RL Lender having notified the Administrative Agent (x) that it does not intend to comply
with its obligations under Section 1.01 or 2 in circumstances where such non-compliance would
constitute a breach of such RL Lender’s obligations under the respective Section or (y) of the
events described in preceding clause (ii); provided that, for purposes of (and only for
purposes of) Section 1.01(b), Section 2.02(b), Section 4.02(d) and any documentation entered into
pursuant to the Back-Stop Arrangements (and the term “Defaulting Lender” as used therein), the term
“Lender Default” shall also include, as to any RL Lender, (i) any Affiliate of such RL Lender that
has “control” (within the meaning provided in the definition of “Affiliate”) of such RL Lender
having been deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding
or a takeover by a regulatory authority; provided that such RL Lender shall not be deemed
in Lender Default for purposes of this clause (i) solely as a result of the acquisition or
maintenance of an ownership interest in such Lender or any Person controlling such Lender, or the
exercise of control over such Lender or any Person controlling such Lender, by a governmental
authority or an instrumentality thereof, (ii) any previously cured “Lender Default” of such RL
Lender under this Agreement, unless such Lender Default has ceased to exist for a period of at
least 90 consecutive days, (iii) any default by such RL Lender with respect to its obligations
under any other credit facility to which it is a party and which the Swingline Lender, any Issuing
Bank or the Administrative Agent believes in good faith has occurred and is continuing, and (iv)
the failure of such RL Lender to make available its portion of any Borrowing (including any
Mandatory Borrowing) or to fund its portion of any unreimbursed payment with respect to a Letter of
Credit pursuant to Section 2.04(c) within two (2) Business Days of the date (x) the Administrative
Agent (in its capacity as a Lender) or (y) Required Lenders has or have, as applicable, funded its
or their portion thereof.



“Lender Parties” shall have the meaning provided in Section 13.19.



“Letter of Credit” shall have the meaning provided in Section 2.01(a).



“Letter of Credit Back-Stop Arrangements” shall have the meaning provided in Section
2.02(b).



“Letter of Credit Fee” shall have the meaning provided in Section 3.01(b).



“Letter of Credit Outstandings” shall mean, at any time of determination, the sum of
(i) the aggregate Stated Amount of all outstanding Letters of Credit at such time and (ii) the
amount of all Unpaid Drawings at such time (for this purpose, using the Dollar Equivalent of all
amounts payable in an Alternate Currency at such time).



“Letter of Credit Request” shall have the meaning provided in Section 2.03(a).



“Leverage Ratio Reset Election” shall have the meaning provided in Section 9.03.



“LIBOR-Based Alternate Currency Amendment” shall have the meaning provided in Section
13.12(i).



“LIBOR-Based Alternate Currency Equivalent” shall mean, with respect to any Alternate
Currency (other than Canadian Dollars and Euros and any Permitted Non-LIBOR-Based Alternate
Currency), at any date of determination, the amount of such Alternate Currency which could be
purchased with the amount of Dollars involved in such computation at the spot rate of exchange
therefor as quoted by the Administrative Agent as of 11:00 A.M. (London time) on the date two
Business Days prior to the date of determination thereof for purchase on such date (or, in the case
of any determination pursuant to Section 1.17 or 13.16, on the date of determination).



“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing or similar statement or notice filed under the
Uniform Commercial Code as in effect in any State or any other similar recording or notice statute,
and any lease having substantially the same effect as any of the foregoing).



“Loan” shall mean each Revolving Loan, each Competitive Bid Loan and each Swingline
Loan.



“Maintenance Capital Expenditures” shall mean (i) Capital Expenditures relating to
improvements, repairs, maintenance and substantially equivalent replacements of existing property,
plant or equipment and (ii) Capital Expenditures required to be made due to a change in law or
ongoing regulatory requirements.



“Mandatory Borrowing” shall have the meaning provided in Section 1.01(c).



“Mandatory Cost” means the cost imputed to a Lender in complying with (i) in the case
of any Obligation owing in Pounds Sterling, the Mandatory Liquid Assets requirements of the Bank of
England during the period in which a Sterling Revolving Loan is outstanding determined in
accordance with Schedule IV, (ii) in the case of any Obligation owing in Euros, any reserve asset
requirements of the European Central Bank, as determined in accordance with Schedule IV, (iii) in
the case of any Obligation owing in any Other Permitted Non-LIBOR-Based Alternate Currency, the
requirements set forth in the relevant Non-LIBOR-Based Alternate Currency Amendment, and (iv) in
the case of any Obligation owing in any other Alternate Currency, such reserve requirements
established by any foreign court or governmental agency, authority, instrumentality or regulatory
body in respect of any such other Alternate Currency or any category of liabilities which includes
deposits by reference to which the interest rate on the Loans denominated in such Alternate
Currency is determined, in any such case as determined in good faith by the Administrative Agent.



“Margin Adjustment Period” shall mean each period which shall commence on the date
occurring after the Effective Date on which the respective officer’s certificates are delivered
pursuant to Section 8.01(d) and which shall end on the earlier of (i) the date of actual delivery
of the next officer’s certificates pursuant to Section 8.01(d) and (ii) the latest date on which
the next officer’s certificates are required to be delivered.



“Margin Stock” shall have the meaning provided in Regulation U.



“Material Adverse Change” means a material adverse change in any of (i) the business,
operations, property, assets, liabilities or condition (financial or otherwise) of the Corporation
and its Subsidiaries taken as a whole, (ii) the legality, validity or enforceability of the Credit
Documents taken as a whole, (iii) the ability of any Borrower to repay its Obligations or to
perform its obligations under any other Credit Document, (iv) the ability of the Guarantors, taken
as a whole, to perform their obligations under their respective Guaranties or (v) the rights and
remedies of the Lenders or the Agents under the Credit Documents.



“Material Adverse Effect” means an effect that results in or causes, or has a
reasonable likelihood of resulting in or causing, a Material Adverse Change.



“Maturity Date” shall mean November 15, 2013.



“Maximum Rate” shall have the meaning provided in Section 13.19.



“Maximum Swingline Amount” shall mean $150,000,000.



“Mexican Pesos” and “MXN$” shall mean freely transferable lawful money of
Mexico (expressed in Mexican Pesos).



“Mexican Pesos Interest Period” shall have the meaning provided in Section 1.10(b).



“Mexican Pesos Revolving Loans” shall mean each Alternate Currency Revolving Loan
denominated in Mexican Pesos at the time of the incurrence thereof.



“Mexican Pesos Revolving Loan Sub-Commitment” shall mean, as to any Alternate Currency
RL Lender, the amount, if any, set forth opposite such Alternate Currency RL Lender’s name in
Schedule I-B directly below the column entitled “Mexican Pesos Revolving Loan Sub-Commitment,” as
same may be (x) reduced from time to time pursuant to Sections 1.17, 1.18, 3.02, 3.03, 10,
13.12(e)(II) and/or 13.12(f), (y) increased from time to time pursuant to Sections 1.19 and/or
13.12(e)(I) or (z) adjusted from time to time as a result of assignments to or from such Lender
pursuant to Section 1.14 or 13.04(b). The Mexican Pesos Revolving Loan Sub-Commitment of each
Alternate Currency RL Lender is a sub-limit of the Revolving Loan Commitment of the respective
Alternate Currency RL Lender (or its respective affiliate which is a Lender with the related
Revolving Loan Commitment) and not an additional commitment and, in no event, may exceed at any
time, when added to the sum of all other Sub-Commitments of the respective Alternate Currency RL
Lender (or its respective affiliates) at such time, the Revolving Loan Commitment of such Alternate
Currency RL Lender (or its respective affiliate which is a Lender with the related Revolving Loan
Commitment).



“Mexican Pesos Revolving Notes” shall have the meaning provided in Section 1.06(a).



“Minimum Applicable Facing Fee” shall mean (x) in the case of all Letters of Credit
(other than Alternate Currency Letters of Credit), $250 and (y) in the case of Alternate Currency
Letters of Credit denominated in a given Alternate Currency, the Dollar Equivalent of $250.



“Minimum Borrowing Amount” shall mean, for each Type and Tranche of Loans hereunder,
the respective amount specified below:




(i) in the case of a Borrowing of Revolving Loans to be maintained as Euro Rate Loans
or Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, $10,000,000 (or the
applicable Alternate Currency Equivalent thereof, in the case of a Borrowing of Alternate
Currency Revolving Loans);




(ii) in the case of a Borrowing of Revolving Loans to be maintained as Base Rate Loans,
$10,000,000;




(iii) in the case of a Borrowing of Swingline Loans, $1,000,000;




(iv) in the case of a Borrowing of Canadian Prime Rate Loans, Cdn. $1,000,000;




(v) in the case of Bankers’ Acceptance Loans, the amount specified in Schedule III; and




(vi) in the case of Competitive Bid Loans, $20,000,000 (or the applicable Alternate
Currency Equivalent thereof, in the case of a Borrowing of Alternate Currency Competitive
Bid Loans).



“Moody’s” shall mean Moody’s Investors Service, Inc.



“Multiemployer Plan” shall mean a multiemployer plan (as defined in Section 4001(a)(3)
of ERISA)to which any Borrower, a Subsidiary of any Borrower or an ERISA Affiliate has any
obligation or liability, contingent or otherwise, and each such plan for the five-year period
immediately following the latest date on which any Borrower, a Subsidiary of any Borrower or an
ERISA Affiliate contributed to or had an obligation to contribute to such plan.



“NAIC” shall have the meaning provided in Section 1.11(c).



“Non-Alternate Currency Revolving Loan Sub-Commitment” means, for any RL Lender at any
time, such RL Lender’s Revolving Loan Commitment minus, in the case of a Lender that is, or
whose Affiliate is, an Alternate Currency RL Lender, the sum of such RL Lender’s and its
Affiliates’ Alternate Currency Revolving Loan Sub-Commitments.



“Non-Alternate Currency Sub-Commitment Re-Allocation Agreement” shall have the meaning
provided in Section 13.12(e)(II).



“Non-Defaulting Lender” shall mean and include each RL Lender other than a Defaulting
Lender.



“Non-LIBOR-Based Alternate Currency Equivalent” shall (i) with respect to Mexican
Pesos, mean, at any date of determination, the amount of Mexican Pesos which could be purchased
with the amount of Dollars involved in such computation at the spot exchange rate therefor quoted
by DB on such date, and (ii) with respect to any Other Permitted Non-LIBOR-Based Alternate
Currency, have the meaning provided therefor pursuant to the relevant Non-LIBOR-Based Alternate
Currency Amendment.



“Non-LIBOR-Based Alternate Currency Amendment” shall have the meaning provided in
Section 13.12(h).



“Non-LIBOR-Based Interest Period” shall mean (i) with respect to any Mexican Pesos
Revolving Loan, the applicable Mexican Pesos Interest Period, and (ii) with respect to any Other
Permitted Non-LIBOR-Based Alternate Currency Revolving Loan, the applicable interest period
provided therefor in the relevant Non-LIBOR-Based Alternate Currency Amendment.



“Non-Recourse Indebtedness” of any Person means all Indebtedness of such Person and
its Subsidiaries with respect to which recourse for payment is limited to specific assets
encumbered by a Lien securing such Indebtedness; provided, however, that personal
recourse of a holder of Indebtedness against any obligor with respect thereto for fraud,
misrepresentation, misapplication of cash, waste and other circumstances customarily excluded from
non-recourse provisions in non-recourse secured financing of real estate shall not, by itself,
prevent any Indebtedness from being characterized as Non-Recourse Indebtedness,
provided further that if a personal recourse claim is made in connection therewith,
such claim shall not constitute Non-Recourse Indebtedness for the purpose of this Agreement.



“Note” shall mean each Revolving Note, each Competitive Bid Note and the Swingline
Note.



“Notice of Borrowing” shall have the meaning provided in Section 1.03(a).



“Notice of Competitive Bid Borrowing” shall have the meaning provided in Section
1.04(a).



“Notice of Conversion” shall have the meaning provided in Section 1.07(a).



“Notice Office” shall mean the office of the Administrative Agent located at Deutsche
Bank Trust Company Americas, Money Transfer Division, 60 Wall Street, New York, New York 10005,
Attention: [Juliet Cadiz], or such other office as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.



“Obligation Currency” shall have the meaning provided in Section 13.16(a).



“Obligations” shall mean all amounts owing to any Agent or any Lender pursuant to the
terms of this Agreement or any other Credit Document.



“Other Hedging Agreement” shall mean any foreign exchange contracts, currency swap
agreements, commodity agreements or other similar agreements or arrangements designed to protect
against the fluctuations in currency values or instruments to hedge and protect against
fluctuations in the Corporation’s and/or its Subsidiaries cash flow and earnings from changes in
financial markets.



“Other Permitted LIBOR-Based Alternate Currency” shall mean any currency other than
Dollars, Australian Dollars, Canadian Dollars, Euros, Pounds Sterling, Yen and any Permitted
Non-LIBOR-Based Alternate Currency; provided that, at any time of the election of such
currency, (i) such currency is dealt with in the London interbank deposit market, (ii) such
currency is freely transferable and convertible into Dollars in the London foreign exchange market,
and (iii) no central bank or other governmental authorization in the country of issue of such
currency is required to permit use of such currency by any RL Lender for making any Revolving Loan
or issuing any Letter of Credit and/or to permit the relevant Borrower to borrow and repay the
principal thereof and/or Unpaid Drawings thereon and/or to pay the interest thereon (unless such
authorization has been obtained and is in full force and effect).



“Other Permitted LIBOR-Based Alternate Currency Revolving Loan” shall mean each
Alternate Currency Revolving Loan denominated in an Other Permitted LIBOR-Based Alternate Currency
at the time of the incurrence thereof.



“Other Permitted LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment” shall
mean, as to any Alternate Currency RL Lender, the amount, if any, set forth opposite such Alternate
Currency RL Lender’s name in Schedule I-B directly below the column entitled “Other Permitted
LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment,” as same may be (x) reduced from time
to time pursuant to Sections 1.17, 1.18, 3.02, 3.03, 10, 13.12(e)(II) and/or 13.12(f), (y)
increased from time to time pursuant to Sections 1.19 and/or 13.12(e)(I) or (z) adjusted from time
to time as a result of assignments to or from such Lender pursuant to Section 1.14 or 13.04(b).
The Other Permitted LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment of each Alternate
Currency RL Lender is a sub-limit of the Revolving Loan Commitment of the respective Alternate
Currency RL Lender (or its respective affiliate which is a Lender with the related Revolving Loan
Commitment) and not an additional commitment and, in no event, may exceed at any time, when added
to the sum of all other Sub-Commitments of the respective Alternate Currency RL Lender (or its
respective affiliates) at such time, the Revolving Loan Commitment of such Alternate Currency RL
Lender (or its respective affiliate which is a Lender with the related Revolving Loan Commitment).



“Other Permitted LIBOR-Based Alternate Currency Revolving Notes” shall have the
meaning provided in Section 1.06(a).



“Other Permitted Non-LIBOR-Based Alternate Currency” shall mean, any currency other
than Dollars, Australian Dollars, Canadian Dollars, Euros, Pounds Sterling, Yen, Mexican Pesos and
any Other Permitted LIBOR-Based Alternate Currency; provided that (i) such currency is
freely transferable and convertible into Dollars in the London foreign exchange market, (ii) no
central bank or other governmental authorization in the country of issue of such currency is
required to permit use of such currency by any RL Lender for making any Revolving Loan or issuing
any Letter of Credit and/or to permit the relevant Borrower to borrow and repay the principal
thereof and/or Unpaid Drawings thereon and/or to pay the interest thereon (unless such
authorization has been obtained and is in full force and effect), and (iii) such currency has
otherwise been approved in writing by the Administrative Agent as an “Other Permitted
Non-LIBOR-Based Alternate Currency”.



“Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan” shall mean each
Alternate Currency Revolving Loan denominated in an Other Permitted Non-LIBOR-Based Alternate
Currency at the time of the incurrence thereof.



“Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment”
shall mean, as to any Alternate Currency RL Lender, the amount, if any, set forth opposite such
Alternate Currency RL Lender’s name in Schedule I-B directly below the column entitled “Other
Permitted Non-LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment,” as same may be (x)
reduced from time to time pursuant to Sections 1.17, 1.18, 3.02, 3.03, 10, 13.12(e)(II) and/or
13.12(f), (y) increased from time to time pursuant to Sections 1.19 and/or 13.12(e)(I) or
(z) adjusted from time to time as a result of assignments to or from such Lender pursuant to
Section 1.14 or 13.04(b). The Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan
Sub-Commitment of each Alternate Currency RL Lender is a sub-limit of the Revolving Loan Commitment
of the respective Alternate Currency RL Lender (or its respective affiliate which is a Lender with
the related Revolving Loan Commitment) and not an additional commitment and, in no event, may
exceed at any time, when added to the sum of all other Sub-Commitments of the respective Alternate
Currency RL Lender (or its respective affiliates) at such time, the Revolving Loan Commitment of
such Alternate Currency RL Lender (or its respective affiliate which is a Lender with the related
Revolving Loan Commitment).



“Other Permitted Non-LIBOR-Based Alternate Currency Revolving Notes” shall have the
meaning provided in Section 1.06(a).



“Participant” shall have the meaning provided in Section 2.04(a).



“Participating Member State” shall mean, at any time, any member state of the European
Union which has adopted the Euro as its lawful currency at such time.



“Partnership Units” shall mean the Class A OP Units and Class B OP Units of SLC
Operating Limited Partnership, a Delaware limited partnership (as defined in the partnership
agreement of such partnership).



“Payment Office” shall mean (i) in respect of Dollar Loans, Dollar Letters of Credit,
Fees and, except as provided in clauses (ii), (iii), (iv), (v) and (vi) below, all other amounts
owing under this Agreement and the other Credit Documents, the office of the Administrative Agent
located at Deutsche Bank Trust Company Americas, Money Transfer Division, 60 Wall Street, New York,
New York 10005, ABA Number: 021-001-033, Credit to Deutsche Bank Loan Operations, Reference:
Starwood Hotels & Resorts, Account Number: 60-200-119, Attention: Juliet Cadiz, (ii) in respect of
Canadian Dollar Revolving Loans, to Royal Bank of Canada, Toronto, Ontario, Canada, SWIFT ID:
ROYCCAT2, Account Number: 095912235745, Account Name: Deutsche Bank, NY, Reference: Starwood
Hotels & Resorts, (iii) in respect of Sterling Revolving Loans, to Deutsche Bank AG, London, SWIFT
ID: DEUTGB2L, Account Number: 0400069, Account Name: Deutsche Bank, NY, Local Clearing Code
//SC405081, Reference: Starwood Hotels & Resorts, (iv) in respect of Euro Revolving Loans, to
Deutsche Bank AG, Frankfurt, SWIFT ID: DEUTDEFF, Account Number: 958409510, Account Name:
Deutsche Bank, NY, Reference: Starwood Hotels & Resorts, Attention: Loans Agency, (v) in respect
of Mexican Pesos Revolving Loans, the office of the Administrative Agent located at Deutsche Bank
Trust Company Americas, Money Transfer Division, 60 Wall Street, New York, New York 10005, ABA
Number: 021-001-033, Credit to Deutsche Bank Loan Operations, Reference: Starwood Hotels &
Resorts, Account Number: 60-200-119, Attention: Juliet Cadiz, and (vi) in the case of Alternate
Currency Letters of Credit and any other Alternate Currency Revolving Loan, such office as the
Administrative Agent may hereafter designate in writing as such to the other parties hereto or, in
each case, such other office as the Administrative Agent may hereafter designate in writing as such
to the other parties hereto.



“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to
Section 4002 of ERISA, or any successor thereto.



“Permitted Liens” shall have the meaning provided in Section 9.01.



“Permitted Non-LIBOR-Based Alternate Currency” shall mean Mexican Pesos and any Other
Permitted Non-LIBOR-Based Alternate Currency.



“Permitted Non-LIBOR-Based Alternate Currency Revolving Loan” shall mean each Mexican
Pesos Revolving Loan and/or each Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan,
as the context may require.



“Person” shall mean any individual, partnership, joint venture, limited liability
company, firm, corporation, association, trust or other enterprise or any government or political
subdivision or any agency, department or instrumentality thereof.



“Plan” shall mean any single employer pension plan subject to Title IV of ERISA which
is maintained or contributed to by (or to which there is an obligation to contribute of) any
Borrower, a Subsidiary of any Borrower or an ERISA Affiliate, and each such plan for the five-year
period immediately following the latest date on which any Borrower, a Subsidiary of any Borrower or
an ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed
under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to
contribute to, or otherwise to have liability with respect to) such plan.



“Pounds Sterling” and the sign “£” shall mean freely transferable lawful money
of the United Kingdom (expressed in Pounds Sterling).



“Pounds Sterling Revolving Loan Sub-Commitment” means, as to any Alternate Currency RL
Lender, the amount, if any, set forth opposite such Alternate Currency RL Lender’s name in Schedule
I-B directly below the column entitled “Pounds Sterling Revolving Loan Sub-Commitment,” as same may
be (x) reduced from time to time pursuant to Sections 1.17, 3.02, 3.03, 10, 13.12(e)(II) and/or
13.12(f), (y) increased from time to time pursuant to Sections 1.19 and/or 13.12(e)(I) or (z)
adjusted from time to time as a result of assignments to or from such Lender pursuant to Section
1.14 or 13.04(b). The Pounds Sterling Revolving Loan Sub-Commitment of each Alternate Currency RL
Lender is a sub-limit of the Revolving Loan Commitment of the respective Alternate Currency RL
Lender (or its respective affiliate which is a Lender with the related Revolving Loan Commitment)
and not an additional commitment and, in no event, may exceed at any time, when added to the sum of
all other Sub-Commitments of the respective Alternate Currency RL Lender (or its respective
affiliates) at such time, the Revolving Loan Commitment of such Alternate Currency RL Lender (or
its respective affiliate which is a Lender with the related Revolving Loan Commitment).



“Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock
of such Person (other than common stock of such Person) of any class or classes (however
designated) that ranks prior, as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of
such Person, to shares of Capital Stock of any other class of such Person.



“Prime Lending Rate” shall mean the rate which the Administrative Agent announces from
time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime
lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any customer. The Administrative Agent may
make commercial loans or other loans at rates of interest at, above or below the Prime Lending
Rate.



“Pro Forma Basis” shall mean, as to any Person, for any events which occur subsequent
to the commencement of a period for which the financial effect of such event is being calculated,
and giving effect to the event for which such calculation is being made, such calculation as will
give pro forma effect to such event as if same had occurred at the beginning of
such period of calculation, and




(i) for purposes of the foregoing calculation, the transaction giving rise to the need
to calculate the pro forma effect to any of the following events shall be
assumed to have occurred on the first day of the four consecutive fiscal quarter period last
ended before the occurrence of the respective event for which such pro forma
effect is being determined (the “Reference Period”),




(ii) in making any determination with respect to the incurrence or assumption of any
Indebtedness during the Reference Period or subsequent to the Reference Period and on or
prior to the date of the transaction referenced in clause (i) above (the “Transaction
Date”), (x) all Indebtedness (including Indebtedness incurred or assumed and for which
the financial effect is being calculated, whether incurred under this Agreement or
otherwise, but excluding normal fluctuations in revolving indebtedness incurred for working
capital purposes and not to finance any acquisition or the making of a Dividend) incurred or
permanently repaid during the Reference Period shall be deemed to have been incurred or
repaid at the beginning of such period, (y) Consolidated Interest Expense of such Person
attributable to interest or dividends on any Indebtedness, as the case may be, bearing
floating interest rates should be computed on a pro forma basis as if the
rate in effect on the Transaction Date had been the applicable rate for the entire period
and (z) Consolidated Interest Expense will be increased or reduced by the net cost
(including amortization of discount) or benefit (after giving effect to amortization of
discount) associated with the Interest Rate Protection Agreements, which will remain in
effect for the twelve-month period after the Transaction Date and which shall have the
effect of fixing the interest rate on the date of computation; and




(iii) in making any determination of Consolidated EBITDA, pro forma
effect shall be given to any Acquisition and any Asset Sale, in each case which occurred
during the Reference Period or (for purposes of Section 9.03(iii) or (iv)) subsequent to the
Reference Period and prior to the Transaction Date, as if such Acquisition or Asset Sale, as
the case may be, occurred on the first day of the Reference Period.



All pro forma determinations required above shall be determined in accordance with
GAAP. For purposes of this definition, whenever pro forma effect is to be given to
any occurrence or event, the pro forma calculation shall be determined in good
faith by a responsible financial or accounting officer of the Corporation.



“Projections” shall have the meaning provided in Section 5.10(i).



“Qualified Preferred Stock” shall mean any preferred stock of the Corporation so long
as the terms of any such preferred stock (i) do not provide any collateral security, (ii) do not
provide any guaranty or other support by the Corporation or any Subsidiaries of the Corporation,
(iii) do not contain any mandatory put, redemption, repayment, sinking fund or other similar
provision occurring before the first anniversary of the Maturity Date, (iv) do not contain any
covenants other than periodic reporting requirements, (v) do not grant the holders thereof any
voting rights except for (x) voting rights required to be granted to such holders under applicable
law and (y) limited customary voting rights on fundamental matters such as mergers, consolidations,
sales of all or substantially all of the assets of the Corporation or liquidations involving the
Corporation, and (vi) do not provide for the conversion into, or the exchange for (unless at the
sole discretion of the issuer thereof), debt securities.



“Qualifying Irish Jurisdiction” shall mean:




(i) a member state of the European Communities other than Ireland;




(ii) a jurisdiction with which Ireland has made a double taxation treaty having the
force of law; or




(iii) a jurisdiction with which Ireland has made a double taxation treaty which, on
completion of necessary procedures, will have the force of law.



“Quarterly Payment Date” shall mean the last Business Day of each April, July, October
and January occurring after the Effective Date.



“Rating Agencies” shall mean both S&P and Moody’s.



“RCRA” shall mean the Resource Conservation and Recovery Act, as the same may be
amended from time to time, 42 U.S.C. § 6901 et seq.



“Real Property” of any Person shall mean all the right, title and interest of such
Person in and to land, improvements and fixtures, including Leaseholds.



“Reference Period” shall have the meaning provided in the definition of
Pro Forma Basis.



“Refinancing” shall mean and include (i) the refinancing and repayment in full of all
amounts outstanding under, and the termination in full of all commitments and letters of credit in
respect of, the Indebtedness to be Refinanced (or (x) in the case of Existing Letters of Credit,
the incorporation thereof hereunder as Letters of Credit pursuant to Section 2.01(c) and (y) in the
case of Existing Bankers’ Acceptances, the roll-over and continuation thereof as Bankers’
Acceptances hereunder pursuant to Section 1.15(b)) and (ii) the consummation of the related
transactions described in Section 5.05.



“Register” shall have the meaning provided in Section 13.15.



“Regulation D” shall mean Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.



“Regulation T” shall mean Regulation T of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof.



“Regulation U” shall mean Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof.



“Regulation X” shall mean Regulation X of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof.



“Release” means disposing, discharging, injecting, spilling, pumping, leaking,
leaching, dumping, emitting, escaping, emptying, pouring or migrating, into or upon any land or
water or air, or otherwise entering into the environment.



“Relevant Guaranteed Obligations” shall mean, as to any Guarantor, (i) the principal
(or Face Amount, as the case may be) of and interest on all Loans made to each Borrower (other than
such Guarantor) under this Agreement, and each Note evidencing each Loan (other than Loans owing by
such Guarantor) issued to each Lender, together with all the other obligations (including
obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would
become due) and liabilities (including, without limitation, indemnities, fees and interest thereon)
of the Borrowers (other than such Guarantor) (or any of them) to each Lender and each Agent, now
existing or hereafter incurred under, arising out of or in connection with this Agreement and each
other Credit Document and the due performance and compliance by each Borrower (other than such
Guarantor) with all the terms, conditions and agreements contained in this Agreement and each other
Credit Document to which it is a party and (ii) all obligations (including obligations which, but
for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and
liabilities of each Subsidiary of the Corporation (other than, if such Guarantor is not the
Corporation, such Guarantor), whether now in existence or hereunder arising, owing under any
Interest Rate Protection Agreement or Other Hedging Agreement entered into by such Subsidiary with
any Lender or any affiliate thereof (even if such Lender subsequently ceases to be a Lender under
this Agreement for any reason), so long as such Lender or affiliate participates in such Interest
Rate Protection Agreement or Other Hedging Agreement, and their subsequent assigns, if any, and the
due performance and compliance with all terms, conditions and agreements contained therein.



“Relevant Guaranteed Party” shall mean, as to any Guarantor, each Borrower (other than
such Guarantor) and each Subsidiary of the Corporation (other than, if such Guarantor is not the
Corporation, such Guarantor) party to any Interest Rate Protection Agreement or Other Hedging
Agreement with any Guaranteed Creditor.



“Replaced Lender” shall have the meaning provided in Section 1.14.



“Replacement” shall have the meaning provided in Section 1.14.



“Replacement Lender” shall have the meaning provided in Section 1.14.



“Reply Date” shall have the meaning provided in Section 1.04(b).



“Reportable Event” shall mean an event described in Section 4043(c) of ERISA with
respect to a Plan that is subject to Title IV of ERISA other than those events as to which the
30-day notice period is waived.



“Required Lenders” shall mean, at any time of determination, Non-Defaulting Lenders
the sum of whose Revolving Loan Commitments at such time (or, after the termination thereof,
outstanding Revolving Loans and Competitive Bid Loans and participations in Letter of Credit
Outstandings and outstanding Swingline Loans) represent an amount greater than 50% of the Total
Revolving Loan Commitment at such time less the Revolving Loan Commitments of Defaulting
Lenders at such time (or, after the termination of the Total Revolving Loan Commitment, the sum of
the then total outstanding Revolving Loans and Competitive Bid Loans of Non-Defaulting Lenders, and
the aggregate participations of all Non-Defaulting Lenders of Letter of Credit Outstandings and
outstanding Swingline Loans at such time). For purposes of determining Required Lenders, all
outstanding Loans and Commitments, as the case may be, that are denominated in Dollars will be
calculated in Dollars and all Loans denominated in an Alternate Currency will be calculated
according to the Dollar Equivalent thereof.



“Requirements of Law” means, as to any Person, the certificate of incorporation or
formation and by-laws or other organizational or governing documents of such Person, and all
foreign federal, state and local laws, rules and regulations, including, without limitation,
foreign federal, state or local securities, antitrust and licensing laws, all food, health and
safety laws, and all applicable trade laws and requirements, including, without limitation, all
disclosure requirements of Environmental Laws, ERISA and all orders, judgments, decrees or other
determinations of any Governmental Authority or arbitrator, applicable to or binding upon such
Person, its business or any of its property or to which such Person, its business or any of its
property is subject.



“Revolving Credit Period” shall mean with respect to any extension of Revolving Loans
to any Borrower, the period from and including the Initial Borrowing Date to but not including the
Maturity Date.



“Revolving Loan” shall have the meaning provided in Section 1.01(a).



“Revolving Loan Commitment” shall mean, for each Lender, the amount set forth opposite
such Lender’s name in Schedule I A directly below the column entitled “Revolving Loan Commitment,”
as the same may be (x) reduced from time to time pursuant to Sections 3.02, 3.03 and/or 10, (y)
adjusted from time to time as a result of assignments to or from such Lender pursuant to Section
1.14 or 13.04(b), or (z) increased from time to time pursuant to Section 1.19.



“Revolving Notes” shall mean each Dollar Revolving Note, each Canadian Dollar
Revolving Note, each Euro I Revolving Note, each Euro II Revolving Note, each Euro III Revolving
Note, each Australian Dollar Revolving Note, each Yen Revolving Note, each Mexican Pesos Revolving
Note, each Other Permitted LIBOR-Based Alternate Currency Revolving Note, each Other Permitted
Non-LIBOR-Based Alternate Currency Revolving Note and each Sterling Revolving Note.



“RL Lender” shall mean, at any time of determination, each Lender with a Revolving
Loan Commitment or with outstanding Revolving Loans at such time.



“RL Percentage” of any RL Lender at any time shall mean a fraction (expressed as a
percentage) the numerator of which is the Revolving Loan Commitment of such RL Lender at such time
the denominator of which is the Total Revolving Loan Commitment at such time. Notwithstanding
anything to the contrary contained above, if the RL Percentage of any RL Lender is to be determined
after the Total Revolving Loan Commitment has been terminated, then the RL Percentages of the RL
Lenders shall be determined immediately prior (and without giving effect) to such termination.



“S&P” shall mean Standard & Poor’s Ratings Services.



“Scheduled Existing Indebtedness” shall have the meaning provided in Section 7.14.



“SEC” shall mean the Securities and Exchange Commission and any successor thereto.



“Section 4.04(b)(ii) Certificate” shall have the meaning provided in
Section 4.04(b)(ii).



“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



“Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.



“Senior Note Documents” shall mean the Senior Notes and the other instruments,
indentures, documents and agreements entered into in connection with the issuance of the Senior
Notes, as the same may be amended, modified and or supplemented from time to time in accordance
with the terms thereof.



“Senior Notes” shall mean shall mean any senior notes of the Corporation evidencing
senior Indebtedness incurred or issued by the Corporation.



“Segregated Funds” shall mean cash and Cash Equivalents of the Corporation and/or its
Subsidiaries which (i) are specifically designated by the Corporation for use solely to repay
Defeased Debt pursuant to an officer’s certificate from an Authorized Officer of the Corporation
delivered to the Administrative Agent and identifying the initial amount of the cash and Cash
Equivalents to be so designated as “Segregated Funds” and (ii) if cash, are at all times held in
one or more segregated accounts or trusts (and are not commingled with any other funds of the
Corporation or its Subsidiaries) until utilized to repay in full the respective Defeased Debt for
which such funds were so designated.



“Sharing Event” shall mean (i) the occurrence of any Event of Default with respect to
any Borrower pursuant to Section 10.05, (ii) the declaration of the Total Commitment terminated, or
the acceleration of the maturity of any Loans, in each case pursuant to the last paragraph of
Section 10 or (iii) the failure of any Borrower to pay any principal of, Face Amount of, or
interest on, Loans or any Letter of Credit Outstandings on the Maturity Date.



“Short Term Debt” shall mean, as at any date of determination, then outstanding
Indebtedness for borrowed money that is evidenced by bonds, notes or debentures that matures within
one year of such date of determination.



“Spanish Alternate Currency Revolving Loan Borrower” shall mean an Alternate Currency
Revolving Loan Borrower organized under the laws of Spain.



“Spanish Alternate Currency RL Lender” shall have the meaning provided in Section
15.01.



“Specified Default” shall mean any Default existing pursuant to any of Sections 10.01,
10.05 or 10.09 of this Agreement.



“Standby Letter of Credit” shall have the meaning provided in Section 2.01(a).



“Start Date” shall mean, with respect to any Margin Adjustment Period, the first day
of such Margin Adjustment Period.



“Starwood Vacation” shall mean Starwood Vacation Ownership, Inc., a Florida
corporation previously known as Vistana, Inc.



“Stated Amount” of each Letter of Credit shall, at any time, mean the maximum amount
available to be drawn thereunder (expressed in the currency in which such Letter of Credit is
denominated) (in each case determined (x) as if any future automatic increases in the maximum
amount available that are provided for in any such Letter of Credit had in fact occurred at such
time and (y) without regard to whether any conditions to drawing could then be met, but after
giving effect to all previous drawings made thereunder); provided, however, that
except in the case of an Alternate Currency Letter of Credit for purposes of Sections 3.01(b) and
(c) for periods prior to the occurrence of a Sharing Event, the “Stated Amount” of each Alternate
Currency Letter of Credit shall be, on any date of calculation, the Dollar Equivalent of the
maximum amount available to be drawn in such Alternate Currency thereunder (determined (x) as if
any future automatic increases in the maximum amount available that are provided for in any such
Letter of Credit had in fact occurred at such time and (y) without regard to whether any conditions
to drawing could then be met).



“Sterling Revolving Loan” shall mean each Alternate Currency Revolving Loan
denominated in Pounds Sterling at the time of the incurrence thereof.



“Sterling Revolving Notes” shall have the meaning provided in Section 1.06(a).



“Stop Issue Notice” shall have the meaning provided in Section 2.03(b).



“Sub-Commitments” shall mean, with respect to any RL Lender, the Non-Alternate
Currency Revolving Loan Sub-Commitment, if any, of such RL Lender, the Canadian Dollar Revolving
Loan Sub-Commitment, if any, of such RL Lender (or its Affiliate which is acting as an Alternate
Currency RL Lender), the Pounds Sterling Revolving Loan Sub-Commitment, if any, of such RL Lender
(or its Affiliate which is acting as an Alternate Currency RL Lender), the Euro I Revolving Loan
Sub-Commitment, if any, of such RL Lender (or its Affiliate which is acting as an Alternate
Currency RL Lender), the Euro II Revolving Loan Sub-Commitment, if any, of such RL Lender (or its
Affiliate which is acting as an Alternate Currency RL Lender), the Euro III Revolving Loan
Sub-Commitment, if any, of such RL Lender (or its Affiliate which is acting as an Alternate
Currency RL Lender), the Australian Dollar Revolving Loan Sub-Commitment, if any, of such RL Lender
(or its Affiliate which is acting as an Alternate Currency RL Lender), the Mexican Pesos Revolving
Loan Sub-Commitment, if any, of such RL Lender (or its Affiliate which is acting as an Alternate
Currency RL Lender), the Other Permitted LIBOR-Based Alternate Currency Revolving Loan
Sub-Commitment, if any, of such RL Lender (or its Affiliate which is acting as an Alternate
Currency RL Lender), the Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan
Sub-Commitment, if any, of such RL Lender (or its Affiliate which is acting as an Alternate
Currency RL Lender) and the Yen Revolving Loan Sub-Commitment, if any, of such RL Lender (or its
Affiliate which is acting as an Alternate Currency RL Lender).



“Subsidiary” shall mean, as to any Person, (i) any corporation more than 50% of whose
stock of any class or classes having by the terms thereof ordinary voting power to elect a majority
of the directors of such corporation (irrespective of whether or not at the time stock of any class
or classes of such corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person
and (ii) any partnership, limited liability company, association, joint venture or other entity in
which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity
interest at the time.



“Swingline Back-Stop Arrangements” shall have the meaning provided in Section 1.01
(b).



“Swingline Expiry Date” shall mean the date which is five (5) Business Days prior to
the Maturity Date.



“Swingline Lender” shall mean DB.



“Swingline Loan” shall have the meaning provided in Section 1.01(b).



“Swingline Note” shall have the meaning provided in Section 1.06(a).



“Syndication Agent” shall have the meaning provided in the first paragraph of this
Agreement.



“Taxes” shall have the meaning provided in Section 4.04(a).



“Test Date” shall mean the last day of each fiscal quarter ended after the Initial
Borrowing Date.



“Test Period” shall mean each period of four consecutive fiscal quarters of the
Corporation then last ended (in each case taken as one accounting period).



“TIIE Rate” shall mean, for each Mexican Pesos Interest Period with respect to a
Borrowing of Mexican Pesos Revolving Loans, the Equilibrium Interbank Interest Rate (Tasa de
Interés Interbancaria de Equilibrio) (i) for a period of 28 days or (ii) such other period so
published as is most nearly equal to the relevant Mexican Pesos Interest Period, as determined by
the Administrative Agent, all as published by the Banco de México in the Diario Oficial de la
Federación on the first day of the relevant Mexican Pesos Interest Period, or if such day is not a
Business Day, on the immediately preceding Business Day on which there was such a quote;
provided that in the event the TIIE Rate shall cease to be published, “TIIE Rate” shall
mean any rate specified by Banco de México as the substitute rate therefor; provided
further that in the event the Administrative Agent has made any determination pursuant to
Section 1.11(a)(i) in respect of Mexican Pesos Revolving Loans, or in the circumstances described
in clause (i) to the proviso to Section 1.11(b) in respect of Mexican Pesos Revolving Loans, the
“TIIE Rate” determined pursuant to this definition shall instead be the rate determined by the
Administrative Agent as the all-in-cost of funds for the Administrative Agent (or such other
Lender) to fund a Borrowing of Mexican Pesos Revolving Loans with maturities comparable to the
Mexican Pesos Interest Period applicable thereto.



“Timeshare Business” shall mean (i) the acquisition, development, operation,
management and sale of Vacation Resorts, including, without limitation, VOIs and (ii) providing
customers who purchase VOIs at Vacation Resorts financing for such purposes (collectively, together
with any and all business that in the good faith judgment of the board of directors of the
Corporation or Starwood Vacation are materially related to the foregoing).



“Total Alternate Currency Revolving Loan Sub-Commitment” at any time shall mean the
sum of the Alternate Currency Revolving Loan Sub-Commitments of all the Alternate Currency RL
Lenders; provided that at no time shall the Total Alternate Currency Revolving Loan
Sub-Commitment exceed the Total Revolving Loan Commitment as then in effect.



“Total Canadian Dollar Revolving Loan Sub-Commitment” means, at any time, (x) the sum
of the Canadian Dollar Revolving Loan Sub-Commitments of all Alternate Currency RL Lenders at such
time or, if less, (y) the Total Canadian Dollar Revolving Loan Sub-Commitment as then in effect
pursuant to Section 1.18.



“Total Commitment” shall mean, at any time, the sum of the Commitments of each of the
Lenders.



“Total Non-Alternate Currency Revolving Loan Sub-Commitment” at any time shall mean
the sum of the Non-Alternate Currency Revolving Loan Sub-Commitments of all the Lenders;
provided that at no time shall the Total Non-Alternate Currency Revolving Loan
Sub-Commitment exceed the Total Revolving Loan Commitment as then in effect.



“Total Non-Alternate Currency Revolving Loan Sub-Commitment Excess” shall have the
meaning provided in Section 4.01.



“Total Revolving Loan Commitment” shall mean, at any time, the sum of the Revolving
Loan Commitments of each of the Lenders.



“Total Unutilized Revolving Loan Commitment” shall mean, at any time, an amount equal
to the remainder of (x) the Total Revolving Loan Commitment then in effect, less (y) the
sum of (I) the aggregate principal amount of Revolving Loans then outstanding (for this purpose,
taking the Dollar Equivalent thereof in the case of Alternate Currency Revolving Loans then
outstanding) plus (II) the aggregate principal amount of Swingline Loans then outstanding
plus (III) the then aggregate amount of Letter of Credit Outstandings plus (IV) the
aggregate principal amount of all Competitive Bid Loans then outstanding (for this purpose, taking
the Dollar Equivalent thereof in the case of Alternate Currency Competitive Bid Loans then
outstanding).



“Trade Letter of Credit” shall have the meaning provided in Section 2.01(a).



“Tranche” shall mean the respective facility and commitments utilized in making Loans
hereunder, with there being two separate Tranches, i.e., Revolving Loans and Swingline
Loans.



“Transaction” shall mean, collectively, (i) the Refinancing, (ii) the entering into of
the Credit Documents and the incurrence of Loans on the Initial Borrowing Date and
(iii) the payment of fees and expenses owing in connection with the foregoing.



“Treaty” means the Treaty establishing the European Community being the Treaty of Rome
of March 25, 1957, as amended by the Single European Act 1986, the Maastricht Treaty (which was
signed at Maastricht on February 7, 1992) and the Treaty of Amsterdam (which was signed in
Amsterdam on October 2, 1997).



“Type” shall mean the type of Loan determined with regard to the interest option
applicable thereto, i.e., whether a Base Rate Loan, a Eurodollar Loan, a Canadian Prime
Rate Loan, a Bankers’ Acceptance Loan, a Sterling Revolving Loan, a Euro Revolving Loan, an
Australian Dollar Revolving Loan, a Yen Revolving Loan, a Mexican Pesos Revolving Loan, an Other
Permitted LIBOR-Based Alternate Currency Revolving Loan or an Other Permitted Non-LIBOR-Based
Alternate Currency Revolving Loan.



“Unconsolidated Joint Venture” means, with respect to any Person, at any date, any
other Person in whom such Person holds Capital Stock but does not hold a majority of voting
securities or otherwise hold a controlling stake, and such other Person accounted for in the
financial statements of such Person on either an equity or cost basis of accounting and whose
financial results would not be consolidated in the financial statements of such Person, if such
statements were prepared in accordance with GAAP as of such date.



“Unfunded Pension Liability” of any Plan shall mean the amount, if any, by which the
value of the accumulated plan benefits under the Plan, determined on a plan termination basis in
accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for
purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable to
such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).



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



“Unpaid Drawing” shall have the meaning provided for in Section 2.05(a).



“Unrestricted” means, when referring to cash or Cash Equivalents of the Corporation or
any of its Wholly-Owned Subsidiaries, that such cash or Cash Equivalents (i) does not appear (and
is not required to appear) as “restricted” on a consolidated balance sheet of the Corporation, (ii)
are not subject to any Lien in favor of any Person, (iii) do not constitute Segregated Funds, and
(iv) are otherwise generally available for use by the Corporation or such Wholly-Owned Subsidiary.



“Unsecured Debt Rating” means the rating assigned by a Rating Agency to the
Corporation’s long-term senior Unsecured Indebtedness (which Indebtedness may not be guaranteed).



“Unsecured Indebtedness” of any Person means any Indebtedness of such Person and its
Subsidiaries for which the obligations thereunder are not secured or collateralized by a pledge of
or other Lien on any Assets of such Person or its Subsidiaries.



“Unutilized Alternate Currency Revolving Loan Sub-Commitment” means, as to any
Alternate Currency RL Lender (including any of its affiliates which acts as an Alternate Currency
RL Lender with respect to one or more other Alternate Currencies), at any time, the sum of (x) the
Alternate Currency Revolving Loan Sub-Commitments of such Alternate Currency RL Lender and its
affiliates at such time minus (y) the Dollar Equivalent of the aggregate principal amount
or Face Amount, as the case may be, of all Alternate Currency Revolving Loans of such Alternate
Currency RL Lender (and its respective affiliates) then outstanding minus (z) the sum of
the relevant Alternate Currency RL Percentages of such Alternate Currency RL Lender (or its
respective affiliate) in all Alternate Currency Letter of Credit Outstandings relating to each
Alternate Currency Letter of Credit issued under a given Alternate Currency Revolving Loan
Sub-Tranche in which such Alternate Currency RL Lender (or its affiliates) participate(s) at such
time.



“Unutilized Alternate Currency RL Percentage” of any Lender, at any time, shall mean a
fraction (expressed as a percentage) the numerator of which is the Unutilized Alternate Currency
Revolving Loan Sub-Commitment of such Lender (and its respective affiliates which act as Alternate
Currency RL Lenders) at such time and the denominator of which is the aggregate amount of
Unutilized Alternate Currency Revolving Loan Sub-Commitments of all Alternate Currency RL Lenders
at such time.



“Vacation Resorts” shall mean the vacation ownership resorts acquired, developed,
operated, managed and sold by Starwood Vacation and its Subsidiaries.



“VOIs” shall mean resorts having vacation ownership interests, interval ownership
interests, timeshare estates, timeshare licenses, vacation clubs, right-to-use programs or other
forms of vacation ownership programs.



“Wholly-Owned Domestic Subsidiary” of any Person shall mean any Subsidiary of such
Person which is both a Domestic Subsidiary and a Wholly-Owned Subsidiary of such Person.



“Wholly-Owned Foreign Subsidiary” of any Person shall mean any Subsidiary of such
Person which is both a Foreign Subsidiary and a Wholly-Owned Subsidiary of such Person.



“Wholly-Owned Subsidiary” shall mean, as to any Person, (i) any corporation 100% of
whose Capital Stock is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint
venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such
Person has a 100% equity interest at such time.



“Yen” and the sign “¥” shall mean freely transferable lawful money of Japan
(expressed in Yen).



“Yen Revolving Loans” shall mean each Alternate Currency Revolving Loan denominated in
Yen at the time of the incurrence thereof.



“Yen Revolving Loan Sub-Commitment” shall mean, as to any Alternate Currency RL
Lender, the amount, if any, set forth opposite such Alternate Currency RL Lender’s name in Schedule
I-B directly below the column entitled “Yen Revolving Loan Sub-Commitment,” as same may be (x)
reduced from time to time pursuant to Sections 1.17, 1.18, 3.02, 3.03, 10, 13.12(e)(II) and/or
13.12(f), (y) increased from time to time pursuant to Sections 1.19 and/or 13.12(e)(I) or
(z) adjusted from time to time as a result of assignments to or from such Lender pursuant to
Section 1.14 or 13.04(b). The Yen Revolving Loan Sub-Commitment of each Alternate Currency RL
Lender is a sub-limit of the Revolving Loan Commitment of the respective Alternate Currency RL
Lender (or its respective affiliate which is a Lender with the related Revolving Loan Commitment)
and not an additional commitment and, in no event, may exceed at any time, when added to the sum of
all other Sub-Commitments of the respective Alternate Currency RL Lender (or its respective
affiliates) at such time, the Revolving Loan Commitment of such Alternate Currency RL Lender (or
its respective affiliate which is a Lender with the related Revolving Loan Commitment).



	 	 	 
	“Yen Revolving Notes” shall have the meaning provided in Section 1.06(a).

	 

	SECTION 12.

	 	The Agents.
	
 
	 	 






12.01 Appointment. The Lenders hereby designate (x) DB as Administrative Agent and
(y) JPMorgan Chase Bank, N.A. as Syndication Agent, in each case to act as specified herein and in
the other Credit Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note
by the acceptance of such Note shall be deemed irrevocably to authorize, any Agent to take such
action on its behalf under the provisions of this Agreement, the other Credit Documents and any
other instruments and agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or required of such
Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto.
Each Agent may perform any of its duties hereunder by or through its respective officers,
directors, agents, employees or affiliates.



12.02 Nature of Duties. (a) No Agent shall have any duties or responsibilities
except those expressly set forth in this Agreement and in the other Credit Documents. No Agent nor
any of its respective officers, directors, agents, employees or affiliates shall be liable for any
action taken or omitted by it or them hereunder or under any other Credit Document or in connection
herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The
duties of the Agents shall be mechanical and administrative in nature; no Agent shall have by
reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any
Lender or the holder of any Note; and nothing in this Agreement or any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose on any Agent any
obligations in respect of this Agreement or any other Credit Document except as expressly set forth
herein or therein.



(b) Notwithstanding any other provision of this Agreement or any provision of any other Credit
Document, each of the Lead Arrangers and the co-documentation agents identified on the cover page
to this Agreement are named as such for recognition purposes only, and in their respective
capacities as such shall have no powers, duties, responsibilities or liabilities with respect to
this Agreement or the other Credit Documents or the transactions contemplated hereby and thereby;
it being understood and agreed, however, that the Lead Arrangers and the co-documentation agents
identified on the cover page to this Agreement shall be entitled to all indemnification and
reimbursement rights in favor of “Agents” as, and to the extent, provided for under Sections 12.06
and 13.01. Without limitation of the foregoing, no Lead Arranger or co-documentation agent
identified on the cover page to this Agreement shall, solely by reason of this Agreement or any
other Credit Documents, have any fiduciary relationship in respect of any Lender or any other
Person.



(c) It is understood and agreed that (i) Banc of America Securities LLC shall not be entitled
to receive league table credit for acting as a Lead Arranger and (ii) none of The Royal Bank of
Scotland, Credit Agricole Corporate and Investment Bank or HSBC Bank USA, N.A. shall be entitled to
receive league table credit for acting as a co-documentation agent.



12.03 Lack of Reliance on the Agents. Independently and without reliance upon any
Agent (for purposes of this Section 12.03, the term “Agent” shall include all officers, directors,
agents, employees and affiliates of the respective Agent), each Lender and the holder of each Note,
to the extent it deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Borrowers and their Subsidiaries in
connection with the making and the continuance of the Loans and the taking or not taking of any
action in connection herewith and (ii) its own appraisal of the creditworthiness of the Borrowers
and their Subsidiaries and, except as expressly provided in this Agreement, no Agent shall have any
duty or responsibility, either initially or on a continuing basis, to provide any Lender or the
holder of any Note with any credit or other information with respect thereto, whether coming into
its possession before the making of the Loans or at any time or times thereafter. No Agent shall
be responsible to any Lender or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document
or the financial condition of any Borrower or any of its Subsidiaries or be required to make any
inquiry concerning either the performance or observance of any of the terms, provisions or
conditions of this Agreement or any other Credit Document, or the financial condition of any
Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event
of Default.



12.04 Certain Rights of the Agents. If any Agent shall request instructions from the
Required Lenders with respect to any act or action (including failure to act) in connection with
this Agreement or any other Credit Document, such Agent shall be entitled to refrain from such act
or taking such action unless and until such Agent shall have received instructions from the
Required Lenders; and such Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, no Lender and no holder of any Note shall have any
right of action whatsoever against any Agent as a result of such Agent acting or refraining from
acting hereunder or under any other Credit Document in accordance with the instructions of the
Required Lenders.



12.05 Reliance. Each Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or
telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent
or made by any Person that such Agent believed to be the proper Person, and, with respect to all
legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder
and thereunder, upon advice of counsel selected by such Agent.



12.06 Indemnification. To the extent any Agent is not reimbursed and indemnified by
the Credit Parties, the Lenders will reimburse and indemnify such Agent, its affiliates, and their
respective officers, directors, agents and employees, in proportion to their respective
“percentages” as used in determining the Required Lenders (for this purpose, determined as if there
were no Defaulting Lenders at such time), for and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of
whatsoever kind or nature which may be imposed on, asserted against or incurred by such Agent in
performing its respective duties hereunder or under any other Credit Document, in any way relating
to or arising out of this Agreement or any other Credit Document; provided that no Lender
shall be liable for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the such
Agent’s gross negligence or willful misconduct.



12.07 Each Agent in its Individual Capacity. With respect to its obligation to make
Loans, or issue or participate in Letters of Credit, under this Agreement, each Agent shall have
the rights and powers specified herein for a “Lender” and may exercise the same rights and powers
as though it were not performing the duties specified herein; and the term “Lenders,” “RL Lenders”,
“Required Lenders,” “holders of Notes” or any similar terms shall, unless the context clearly
otherwise indicates, include each Agent in its individual capacity. Each Agent may accept deposits
from, lend money to, and generally engage in any kind of banking, investment banking, trust or
other business with any Credit Party or any Affiliate of any Credit Party as if it were not
performing the duties specified herein, and may accept fees and other consideration from any Credit
Party for services in connection with this Agreement and otherwise without having to account for
the same to the Lenders.



12.08 Holders. The Administrative Agent may deem and treat the payee of any Note as
the owner thereof for all purposes hereof unless and until a written notice of the assignment,
transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative
Agent. Any request, authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee, assignee or indorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.



12.09 Resignation by, or Removal of, the Agents. (a) Any Agent (including, without
limitation, the Administrative Agent) may resign from the performance of all its functions and
duties hereunder and/or under the other Credit Documents at any time by giving 30 days’ prior
written notice to the Lenders and the Borrowers. Any such resignation by an Agent hereunder shall
also constitute its resignation (if applicable) as an Issuing Bank and Swingline Lender, in which
case the resigning Agent (x) shall not be required to issue any further Letters of Credit or make
any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Bank
or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or
Swingline Loans made by it, prior to the date of such resignation. Such resignation shall take
effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as
otherwise provided below; provided that the Syndication Agent may resign from the
performance of its functions and duties hereunder at any time by giving notice to the Borrowers,
the Administrative Agent and the Lenders, which resignation shall take effect upon delivery of such
notice. Furthermore, any Agent may be removed by the Required Lenders in the event that such Agent
committed a willful breach of, or was grossly negligent in the performance of, its material
obligations hereunder (as determined by a court of competent jurisdiction in a final,
non-appealable decision).



(a) Except in the case of a resignation as provided in the proviso appearing in the first
sentence of Section 12.09(a), upon any notice of resignation by, or the removal of, any Agent, the
Required Lenders shall appoint a successor Agent hereunder who shall be a commercial bank or trust
company reasonably acceptable to the Corporation; provided that if the Administrative Agent
is resigning, or is removed, and JPMorgan Chase Bank is an Agent at such time, then JPMorgan Chase
Bank shall first be offered the opportunity to act as successor Administrative Agent.



(b) If a successor Agent shall not have been so appointed within such 30 day period, the
resigning Agent, with the consent of the Corporation (which consent shall not be unreasonably
withheld or delayed), shall then appoint a successor Agent who shall serve as Agent hereunder or
thereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided
above.



(c) If no successor Agent has been appointed pursuant to clause (b) or (c) above by the 40th
day after the date such notice of resignation was given by the resigning Agent, the resigning
Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all
the duties of such Agent hereunder and/or under any other Credit Document until such time, if any,
as the Required Lenders appoint a successor Agent as provided above.



(d) Upon a resignation or removal of any Agent pursuant to this Section 12.09, such Agent
shall remain indemnified to the extent provided in this Agreement and the other Credit Documents
and the provisions of this Section 12 shall continue in effect for the benefit of such Agent for
all of its actions and inactions while serving as an Agent.



SECTION 13. Miscellaneous.



13.01 Payment of Expenses, etc. (a) The Borrowers jointly and severally agree that
they shall:  (i) whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the
reasonable fees and disbursements of White & Case LLP and the Agents’ local and foreign counsel and
consultants) in connection with the preparation, execution and delivery of this Agreement and the
other Credit Documents and the documents and instruments referred to herein and therein and any
amendment, waiver or consent relating hereto or thereto, of the Agents in connection with their
syndication efforts with respect to this Agreement, of each Issuing Bank and the Swingline Lender
in connection with the Back-Stop Arrangements entered into by such Persons and of the Agents (and,
after the occurrence of an Event of Default, each of the Lenders) in connection with the
enforcement of this Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein (including, without limitation, the reasonable fees and
disbursements of counsel for each Agent and each Lender); (ii) pay and hold each of the Lenders
harmless from and against any and all present and future stamp, excise and other similar
documentary taxes with respect to the foregoing matters and save each of the Lenders harmless from
and against any and all liabilities, obligations, losses, damages, penalties and claims with
respect to or resulting from any delay or omission (other than to the extent attributable to such
Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as Agent,
Swingline Lender and/or Issuing Bank) and its affiliates, and each officer, director, trustee,
employee, representative, advisor and agent thereof (each, an “Indemnified Person”) from
and hold each of them harmless against any and all liabilities, obligations (including removal or
remedial actions), losses, damages, penalties, claims, actions, judgments and suits, and all
reasonable costs, expenses and disbursements (including reasonable fees, documented out-of-pocket
disbursements and other charges of one counsel to the Indemnified Persons, taken as a whole, and
one local counsel to the Indemnified Persons taken as a whole in each applicable jurisdiction;
provided that if one or more Indemnified Persons shall have concluded that (i) there are
legal defenses available to it that are different from or in addition to those available to one or
more other Indemnified Persons or (ii) the representation of the Indemnified Persons (or any
portion thereof) by the same counsel would be inappropriate due to actual or potential differing
interests between them, then such expenses shall include the reasonable fees, out-of-pocket
disbursements and other charges of one separate counsel to such relevant Indemnified Persons, in
each relevant jurisdiction) incurred by, imposed on or assessed against any of them as a result of,
or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or
other proceeding (whether or not any Agent or any Lender is a party thereto and whether or not such
investigation, litigation or other proceeding is brought by or on behalf of any Credit Party)
related to the entering into and/or performance of this Agreement or any other Credit Document or
the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any
transactions contemplated herein or in any other Credit Document or the exercise of any of their
rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged
presence of Hazardous Materials in the air, surface water or groundwater or on the surface or
subsurface of any Real Property at any time owned or operated by any Borrower or any of its
Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous
Materials at any Real Property, whether or not owned or operated by any Borrower or any of its
Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws,
regulations, and ordinances (including applicable permits thereunder) applicable to any Real
Property, or any Environmental Claim asserted against, in connection with or arising from, any
Borrower, any of its Subsidiaries or any Real Property at any time owned or operated by any
Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable
fees and disbursements of counsel and other consultants incurred in connection with any such
investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims,
damages or expenses of an Indemnified Person, to the extent incurred by reason of the gross
negligence or willful misconduct of such Indemnified Person as determined by a court of competent
jurisdiction in a final and non-appealable decision). To the extent that the undertaking to
indemnify, pay or hold harmless any Agent or any Lender set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, the Borrowers shall make the
maximum contribution to the payment and satisfaction of each of the indemnified liabilities which
is permissible under applicable law.



(b) To the full extent permitted by applicable law, no Borrower shall assert, and hereby
waives, any claim against any Indemnified Person, on any theory of liability, for special,
indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit
or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby,
except to the extent the liability of such Indemnified Person results from such Indemnified
Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction
in a final and non-appealable decision) .



13.02 Right of Setoff. In addition to any rights now or hereafter granted under
applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence
of an Event of Default, each Lender is hereby authorized (to the extent not prohibited by
applicable law) at any time or from time to time, without presentment, demand, protest or other
notice of any kind to any Credit Party or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and apply any and all deposits (general or special)
and any other Indebtedness at any time held or owing by such Lender (including, without limitation,
by branches and agencies of such Lender wherever located) to or for the credit or the account of
any Credit Party against and on account of the Obligations and liabilities of such Credit Party to
such Lender under this Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations purchased by such Lender pursuant to Section 13.06(b), and
all other claims of any nature or description arising out of or connected with this Agreement or
any other Credit Document, irrespective of whether or not such Lender shall have made any demand
hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent
or unmatured.



13.03 Notices. Except as otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including telegraphic, telex, telecopier
or cable communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered: if to
any Credit Party, at c/o Starwood Hotels & Resorts Worldwide, Inc., 2231 E. Camelback Rd., Suite
400, Phoenix, Arizona 85016, Attention: Treasurer and c/o Starwood Hotels and Resorts Worldwide,
Inc., 1111 Westchester Avenue, White Plains, New York 10604, Attention: General Counsel; if to any
Lender, at its address specified on Schedule II; and if to the Administrative Agent, at its Notice
Office; or, as to any Credit Party or any Agent, at such other address as shall be designated by
such party in a written notice to the other parties hereto and, as to each Lender, at such other
address as shall be designated by such Lender in a written notice to the Corporation and the
Administrative Agent. All such notices and communications shall, when mailed, telegraphed,
telexed, telecopied, or cabled or sent by overnight courier, be effective (x) three Business Days
after deposited in the mails, (y) one Business Day after delivered to the telegraph company, cable
company or a recognized overnight courier, as the case may be, or (z) when sent by telex or
telecopier, except that notices and communications to the Agents shall not be effective until
received by the Agents.



13.04 Benefit of Agreement; Assignments; Participations. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, that no Borrower may assign or
transfer any of its rights, obligations or interest hereunder or under any Credit Document without
the prior written consent of the Agents and all the Lenders (except that, with the consent of the
Required Lenders, the Corporation and any other Dollar Revolving Loan Borrower may assign or
transfer its rights hereunder and under the other Credit Documents to which it is a party in
connection with a merger or consolidation with or into another Person as contemplated by (and in
accordance with the requirements of) Section 9.02) and, provided further, that,
although any Lender may grant participations in its rights hereunder to any Eligible Transferee,
such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all
or any portion of its Revolving Loan Commitments and/or outstanding Loans hereunder except as
provided in Section 13.04(b)) and the participant shall not constitute a “Lender” hereunder and,
provided further, that no Lender shall grant any participation under which the participant
shall have rights to approve any amendment to or waiver of this Agreement or any other Credit
Document except to the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Loan or Note, or the scheduled expiration date of any Letter of Credit in which
such participant is participating, beyond the Maturity Date, or reduce the rate or extend the time
of payment of interest (except in connection with a waiver of applicability of any post-default
increase in interest rates) or Fees thereon or reduce the principal amount thereof (except to the
extent repaid in cash) (it being understood that any amendment or modification to the financial
definitions in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in any
rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the
respective amendments or modifications to the financial definitions was not to reduce the interest
or Fees payable hereunder), or increase the amount of the participant’s participation over the
amount thereof then in effect (it being understood that a waiver of any Default or Event of Default
or of a mandatory reduction in any Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be permitted without the
consent of any participant if the participant’s participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by any Borrower of any of its rights and
obligations under this Agreement (except that, with the consent of the Required Lenders, the
Corporation and any other Dollar Revolving Loan Borrower may assign or transfer its rights
hereunder in connection with a merger or consolidation with or into another Person as contemplated
by (and in accordance with the requirements of) Section 9.02) and (iii) release any Guarantor from
its Guaranty (unless such Guarantor ceases to be a Dollar Revolving Loan Borrower in accordance
with Section 13.12(d)) (it being understood, however, that the assumption by another Person of any
Guarantor’s obligations under the Guaranty in connection with a merger or consolidation of such
Guarantor with such other Person as contemplated by (and in accordance with the requirements of)
Section 9.02 shall not be construed to be a release of such Guarantor from its Guaranty). In the
case of any such participation, the participant shall not have any rights under this Agreement or
any of the other Credit Documents (the participant’s rights against such Lender in respect of such
participation to be those set forth in the agreement executed by such Lender in favor of the
participant relating thereto) and the Borrowers shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement and the
other Credit Documents and all amounts payable by the Borrowers hereunder shall be determined as if
such Lender had not sold such participation.



(b) Notwithstanding the foregoing, any Lender (or any Lender together with one or more other
Lenders) may (x) assign all or a portion of its Commitments and related outstanding Obligations
(or, if the Commitments with respect to the relevant Tranche have terminated, outstanding
Obligations) hereunder to an Eligible Transferee which is (i) (a) its parent company and/or any
affiliate of such Lender which is at least 50% owned by such Lender or its parent company or (b) to
one or more Lenders or (ii) in the case of any Lender that is a fund that invests in bank loans,
any other fund that invests in bank loans and is managed or advised by the same investment advisor
of such Lender or by an Affiliate of such investment advisor, provided that in respect of
any assignment pursuant to preceding clauses (i) and (ii) of less than $5,000,000 in the aggregate
of such Lender’s Commitments and related outstanding Obligations, at the time of any such
assignment the Lender shall provide the Administrative Agent with the name of a single entity to
receive all notices under this Agreement on behalf of such assigning Lender and its affiliates, or
(y) assign all, or if less than all, a portion equal to at least $5,000,000 in the aggregate for
the assigning Lender or assigning Lenders, of such Commitments and related outstanding Obligations
(or, if the Commitments with respect to the relevant Tranche have terminated, outstanding
Obligations) hereunder to one or more Eligible Transferees, each of which assignees shall become a
party to this Agreement as a Lender by execution of an Assignment and Assumption Agreement,
provided that, (i) the assignment by any Lender of its Alternate Currency Revolving Loan
Sub-Commitments (or any portion thereof) shall constitute the assignment of a like amount of such
Lender’s (or its respective Affiliate’s) Revolving Loan Commitment, (ii) any assignment of all or
any portion of the Revolving Loan Commitment of any Lender shall be required to be accompanied by
the assignment of all or such portions of the Alternate Currency Revolving Loan Sub-Commitments
and/or Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender (or its respective
Affiliate) as is equal, in the aggregate, to the amount of the Revolving Loan Commitment being so
assigned, (iii) any assignment of all or any portion of the Revolving Loan Commitment and related
outstanding Obligations (or, if the Revolving Loan Commitment has terminated, any assignment of
Obligations originally extended pursuant to the Revolving Loan Commitments) shall be made on a
basis such that the respective assignee participates in Revolving Loans, and in Letter of Credit
Outstandings, in accordance with the Revolving Loan Commitment (and Sub-Commitments described
above) so assigned (or if the Revolving Loan Commitment has terminated, on the same basis as
participated in by the Lenders with Revolving Loan Commitments (and Sub-Commitments described
above) prior to the termination thereof), (iv) at such time Schedules I-A and, if applicable, I-B
shall be deemed modified to reflect the Commitments and, if applicable, Alternate Currency
Revolving Loan Sub-Commitments of such new Lender and of the existing Lenders, (v) upon the
surrender of the relevant Notes by the assigning Lender (or, upon such assigning Lender’s
indemnifying the respective Borrower for any lost Note pursuant to a customary indemnification
agreement) new Notes will be issued, at the Borrowers’ expense, to such new Lender and to the
assigning Lender upon the request of such new Lender or assigning Lender, such new Notes to be in
conformity with the requirements of Section 1.06 (with appropriate modifications) to the extent
needed to reflect the revised Commitments (and Sub-Commitments), (vi) the consent of the
Administrative Agent (not to be unreasonably withheld or delayed) shall be required in connection
with any assignment to an Eligible Transferee pursuant to clause (y) above, (vii) any assignment of
all or any portion of the Revolving Loan Commitment of any Lender (or, if the Revolving Loan
Commitment has terminated, any assignment which would include participations in outstanding Letters
of Credit and/or obligations to fund Mandatory Borrowings) shall require the consent of the
Swingline Lender and each Issuing Bank (which consent will not be unreasonably withheld or
delayed), (viii) at any time when no Specified Default or Event of Default is in existence, the
approval of the Corporation shall be required (except with respect to assignments pursuant to
clause (x) above), which approval shall not be unreasonably withheld or delayed; provided
that the Corporation shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within 5 Business Days after having
received notice thereof, (ix) the Administrative Agent shall receive at the time of each such
assignment, from the assigning or assignee Lender, the payment of a non-refundable assignment fee
of $3,500, and (x) promptly after such assignment, the Borrowers shall have received from the
Administrative Agent notice of any such assignment and of the identity, nationality and applicable
lending office of any such Eligible Transferee that is not a United States Person (as defined in
Section 7701(a)(30) of the Code), together with the copy of the Assignment and Assumption Agreement
relating thereto and, provided further, that such transfer or assignment will not be
effective until recorded by the Administrative Agent on the Register pursuant to Section 13.15
hereof. To the extent of any assignment pursuant to this Section 13.04(b), the assigning Lender
shall be relieved of its obligations hereunder with respect to its assigned Commitments and related
Obligations. At the time of each assignment pursuant to this Section 13.04(b) to a Person which is
not already a Lender hereunder and which is not a United States Person (as such term is defined in
Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender
shall, to the extent legally entitled to do so, provide to the Corporation the U.S. Internal
Revenue Forms (and, if applicable a Section 4.04(b)(ii) Certificate) described Section 4.04(b). To
the extent that an assignment of all or any portion of a Lender’s Commitments and related
outstanding Obligations pursuant to Section 1.14 or this Section 13.04(b) would, at the time of
such assignment, result in increased costs under Section 1.11, 1.16(b), 2.06 or 4.04 in excess of
those being charged by the respective assigning Lender prior to such assignment, then the Borrowers
shall not be obligated to pay such excess increased costs (although the Borrowers, in accordance
with and pursuant to the other provisions of this Agreement, shall be obligated to pay the costs
which are not in excess of those being charged by the respective assigning Lender prior to such
assignment and any subsequent increased costs of the type described above resulting from changes
after the date of the respective assignment); provided however, that the Borrowers
shall be required to pay any such increased costs in the case of any reallocation, or assignment
made in connection with a reallocation, of such Lender’s Non-Alternate Currency Revolving Loan
Sub-Commitment pursuant to Section 13.12(e).



(c) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans and
Notes hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank and any Lender which is a fund may pledge all or any portion of its Notes or
Loans to a trustee in support of its obligations to such trustee and others. No pledge pursuant to
this clause (c) shall release the transferor Lender from any of its obligations hereunder.



13.05 No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or
any Lender in exercising any right, power or privilege hereunder or under any other Credit Document
and no course of dealing between any Borrower or any other Credit Party and any Agent or any Lender
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or thereunder. The
rights, powers and remedies herein or in any other Credit Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which any Agent or any Lender would
otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit
Party to any other or further notice or demand in similar or other circumstances or constitute a
waiver of the rights of any Agent or any Lender to any other or further action in any circumstances
without notice or demand.



13.06 Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the
Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of
any Borrower in respect of any Obligations hereunder, it shall distribute such payment to the
Lenders (other than any Lender that has consented in writing to waive its pro rata
share of any such payment) pro rata based upon their respective shares, if any, of
the Obligations with respect to which such payment was received.



(b) Except to the extent that this Agreement provides for payments to be allocated to the
Lenders under a particular Tranche or with particular Obligations, if any Lender (a “Benefitted
Lender”) shall at any time receive any payment of all or part of its Loans or the other
Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred
to in Section 10.05, or otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender’s Loans or the other
Obligations owing to such other Lender, or interest thereon, such Benefitted Lender shall purchase
for cash from the other Lender a participating interest in such portion of each such other Lender’s
Loans and/or other Obligations owing to each such other Lender, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause
such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds
ratably with each of the Lenders; provided, however, that if all or any portion of
such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery,
but without interest.



(c) Notwithstanding anything to the contrary contained herein, the provisions of preceding
Sections 13.06(a) and (b) shall be subject to the express provisions of this Agreement which (x)
require differing payments to be made with respect to the various Tranches of Loans or (y) prohibit
payments in respect of any Tranche of Loans.



13.07 Calculations; Computations. (a)  The financial statements to be furnished to
the Lenders pursuant hereto shall be made and prepared in accordance with GAAP, consistently
applied throughout the periods involved (except as set forth in the notes thereto or as otherwise
disclosed in writing by the Borrowers to the Lenders).



(b) Notwithstanding anything to the contrary contained in clause (a) of this Section 13.07,
except as expressly otherwise provided herein, all calculations determining the “Applicable
Margins”, compliance with Section 9 and the financial terms as used herein shall be made in
accordance with GAAP.



(c) All computations of interest, Facility Fees and other Fees hereunder shall be made on the
basis of a year of 360 days (or 365 or 366 days, as the case may be, in the case of interest on
Base Rate Loans and Canadian Prime Rate Loans) for the actual number of days (including the first
day but excluding the last day) occurring in the period for which such interest, Facility Fees or
other Fees are payable.



(d) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this
Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be,
the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent
to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y)
multiplied by the actual number of days in the calendar year in which the period for which such
interest or fee is payable (or compounded) ends, and (z) divided by 360 or 365, as the case may be;
(ii) the principle of deemed reinvestment of interest does not apply to any interest calculation
under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to
be nominal rates and not effective rates or yields.



13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.
(a)  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (EXCEPT, IN THE CASE OF OTHER CREDIT DOCUMENTS,
AS SPECIFICALLY OTHERWISE PROVIDED THEREIN) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH BORROWER HEREBY FURTHER IRREVOCABLY WAIVES
ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH BORROWER, AND AGREES NOT TO
PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL
JURISDICTION OVER SUCH BORROWER. EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH BORROWER AT ITS ADDRESS
SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING. EACH BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED
HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR
INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT, ANY LENDER OR THE HOLDER OF ANY
NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST ANY BORROWER IN ANY OTHER JURISDICTION.



(b) EACH BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH
COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.



(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



13.09 Counterparts. This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one and the same
instrument. A set of counterparts executed by all the parties hereto shall be lodged with the
Corporation and the Administrative Agent.



13.10 Effectiveness. This Agreement shall become effective on the date
(the “Effective Date”) on which each Borrower, each Agent and each of the Lenders shall
have signed a counterpart hereof (whether the same or different counterparts) and shall have
delivered the same to the Administrative Agent at the Notice Office or, in the case of the Lenders,
shall have given to the Administrative Agent telephonic (confirmed in writing), written or telex
notice (actually received) at such office that the same has been signed and mailed to it. The
Administrative Agent shall give the Corporation and each Lender prompt written notice of the
occurrence of the Effective Date.



13.11 Headings Descriptive. The headings of the several sections and subsections of
this Agreement are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.



13.12 Amendment or Waiver; etc. (a)  Subject to the provisions of following clauses
(c), (d), (e), (f), (g), (h), (i), (j) and (k) neither this Agreement nor any other Credit Document
nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such
change, waiver, discharge or termination is in writing signed by the respective Credit Parties
party thereto and the Required Lenders, provided that no such change, waiver, discharge or
termination shall, without the consent of each Lender (other than a Defaulting Lender) with
Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Loan or
Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or
reduce the rate or extend the time of payment of interest (except in connection with a waiver of
applicability of any post-default increase in interest rates) or Fees thereon or reduce the
principal amount thereof (except to the extent repaid in cash) (it being understood that any
amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) or
(b) shall not constitute a reduction in any rate of interest or fees for purposes of this
clause (i), so long as the primary purpose of the respective amendments or modifications to the
financial definitions was not to reduce the interest or Fees payable hereunder), (ii) amend, modify
or waive any provision of this Section 13.12 (except for technical amendments with respect to
additional extensions of credit pursuant to this Agreement which afford the protections set forth
in the proviso below to such additional extensions of credit), (iii) reduce the percentage
specified in the definition of Required Lenders (it being understood that, with the consent of the
Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the
determination of the Required Lenders on substantially the same basis as the extensions of
Revolving Loan Commitments are included on the Effective Date), (iv) consent to the assignment or
transfer by any Borrower of any of its rights and obligations under this Agreement (except that,
with the consent of the Required Lenders, the Corporation and any other Dollar Revolving Loan
Borrower may assign or transfer its rights hereunder in connection with a merger or consolidation
with or into another Person as contemplated by (and in accordance with the requirements of) Section
9.02), (v) release any Guarantor from its Guaranty (unless such Guarantor ceases to be a Dollar
Revolving Loan Borrower in accordance with Section 13.12(d)) (it being understood, however, that
the assumption by another Person of any Guarantor’s obligations under the Guaranty in connection
with a merger or consolidation of such Guarantor, with such other Person as contemplated by (and in
accordance with the requirements of) Section 9.02 shall not be construed to be a release of such
Guarantor from its Guaranty) or (vi) amend, modify or waive any provision of Section 13.06(a);
provided further, that, in addition to the consent of the Required Lenders required
above, no such change, waiver, discharge or termination shall (u) in the case of any such change,
waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement,
without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify,
waive or terminate such Incremental Revolving Loan Commitment Agreement, (v) increase the
Commitments (or Sub-Commitments) of any Lender over the amount thereof then in effect without the
consent of such Lender (it being understood that waivers or modifications of conditions precedent,
covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall
not constitute an increase of the Commitment (or Sub-Commitment) of any Lender, and that an
increase in the available portion of any Commitment (or Sub-Commitment) of any Lender shall not
constitute an increase of the Commitment (or Sub-Commitment) of such Lender), (w) without the
consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights
or obligations with respect to Letters of Credit, (x) without the consent of each Swingline Lender,
alter its rights or obligations with respect to Swingline Loans, or (y) without the consent of the
respective Agent, amend, modify or waive any provision of Section 12 or any other provision as same
relates to the rights or obligations of such Agent.



(b) If, in connection with any proposed change, waiver, discharge or termination to any of the
provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first
proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one
or more of such other Lenders whose consent is required is not obtained, then the Corporation shall
have the right, so long as all non-consenting Lenders whose individual consent is required are
treated as described below, to replace each such non-consenting Lender or Lenders with one or more
Replacement Lenders pursuant to Section 1.14 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed change, waiver, discharge or termination, provided
further, that in any event the Corporation shall not have the right to replace a Lender solely
as a result of the exercise of such Lender’s rights (and the withholding of any required consent by
such Lender) pursuant to the second proviso to Section 13.12(a).



(c) At any time and from time to time after the Effective Date, one or more Persons may become
Alternate Currency Revolving Loan Borrowers in accordance with the provisions of Section 6.03 and
the definition of Alternate Currency Revolving Loan Borrower contained herein. Upon the
satisfaction of such provisions, such Person shall constitute an Alternate Currency Revolving Loan
Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons.
Furthermore, the Corporation may, at any time and from time to time, by written notice to the
Administrative Agent, remove any Alternate Currency Revolving Loan Borrower as such an Alternate
Currency Revolving Loan Borrower on a prospective basis; provided that at the time of such
removal there are no outstanding Alternate Currency Revolving Loans owing by such Alternate
Currency Revolving Loan Borrower (and no outstanding Alternate Currency Letters of Credit for which
such Alternate Currency Revolving Loan Borrower is an Account Party), and all other amounts then
due and payable by such Alternate Currency Revolving Loan Borrower have been paid in full. Any
removal of a Person as an Alternate Currency Revolving Loan Borrower shall have no effect on any
obligations of such Person as an Alternate Currency Revolving Loan Borrower hereunder in respect of
Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth
herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and
13.01), which shall survive the removal of such Person as an Alternate Currency Revolving Loan
Borrower.



(d) At any time and from time to time after the Effective Date, one or more Persons may become
Dollar Revolving Loan Borrowers in accordance with the provisions of Section 6.04 and the
definition of Dollar Revolving Loan Borrower contained herein. Upon the satisfaction of such
provisions, such Person shall constitute a Dollar Revolving Loan Borrower and a Borrower party to
this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation
may, at any time and from time to time, by written notice to the Administrative Agent, remove any
Dollar Revolving Loan Borrower (other than itself) as a Dollar Revolving Loan Borrower on a
prospective basis; provided that at the time of such removal there are no outstanding
Dollar Revolving Loans owing by such Dollar Revolving Loan Borrower (and no outstanding Dollar
Letters of Credit for which such Dollar Revolving Loan Borrower is an Account Party), and all other
amounts then due and payable by such Dollar Revolving Loan Borrower have been paid in full. Any
removal of a Person as a Dollar Revolving Loan Borrower shall have no effect on any obligations of
such Person as a Dollar Revolving Loan Borrower hereunder in respect of Obligations previously
incurred by it hereunder or with respect to any of the indemnities set forth herein (including,
without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01), which shall
survive the removal of such Person as a Dollar Revolving Loan Borrower.



(e) (I) From time to time after the Effective Date, with the consent of the Corporation and
the Administrative Agent, any RL Lender may agree (in its sole discretion) to reallocate all or a
portion of the Non-Alternate Currency Revolving Loan Sub-Commitment of such RL Lender as an
Alternate Currency Revolving Loan Sub-Commitment of such RL Lender relating to a given Alternate
Currency Revolving Loan Sub-Tranche, in any such case pursuant to a written agreement entered into,
and executed by, the respective RL Lender, the Administrative Agent, the Corporation and each other
relevant Borrower in form and substance satisfactory to such parties (each, an “Alternate
Currency Sub-Commitment Re-Allocation Agreement”); provided that (x) the Non-Alternate
Currency Revolving Loan Sub-Commitment of the respective Lender shall be decreased by the amount of
any increase in an Alternate Currency Revolving Loan Sub-Commitment effected pursuant to the
respective Alternate Currency Sub-Commitment Re-Allocation Agreement, (y) arrangements satisfactory
to the Administrative Agent shall be made so that, after giving effect to the adjustment to the
respective Lender’s Alternate Currency Revolving Loan Sub-Commitment, such Lender participates in
all then outstanding extensions of credit on the same basis as it would otherwise have so
participated if it had originally had Alternate Currency Revolving Loan Sub-Commitments and a
related Non-Alternate Currency Revolving Loan Sub-Commitment as same will be in effect after giving
effect to the changes contemplated by this clause (e)(I) (including arrangements of the type
described in the second sentence of Section 13.12(f) below) and (z) without the prior written
consent of the Required Lenders, no increase to any Alternate Currency Revolving Loan
Sub-Commitment of any Lender relating to a given Alternate Currency Revolving Loan Sub-Tranche
shall be made pursuant to this clause (e) if, immediately after giving effect thereto, (1) the
aggregate amount of Alternate Currency Revolving Loan Sub-Commitments of all RL Lenders relating to
such Alternate Currency Revolving Loan Sub-Tranche would exceed the relevant Alternate Currency
Revolving Loan Sub-Commitment Sub-Limit for such Alternate Currency Revolving Loan Sub-Tranche or
(2) the Total Alternate Currency Revolving Loan Sub-Commitment would exceed the lesser of (I)
$1,400,000,000 and (II) the Total Revolving Loan Commitment as then in effect.



(II) From time to time after the Effective Date, with the consent of the Corporation and the
Administrative Agent, any RL Lender may agree (in its sole discretion) to reallocate all or a
portion of the Alternate Currency Revolving Loan Sub-Commitment of such RL Lender relating to a
given Alternate Currency Revolving Loan Sub-Tranche as a Non-Alternate Currency Revolving Loan
Sub-Commitment of such RL Lender, in any such case pursuant to a written agreement entered into,
and executed by, the respective RL Lender, the Administrative Agent, the Corporation and each other
relevant Borrower in form and substance satisfactory to such parties (each, a “Non-Alternate
Currency Sub-Commitment Re-Allocation Agreement”); provided that (x) the Alternate
Currency Revolving Loan Sub-Commitment of the respective Lender shall be decreased by the amount of
any increase in a Non-Alternate Currency Revolving Loan Sub-Commitment effected pursuant to the
respective Non-Alternate Currency Sub-Commitment Re-Allocation Agreement and (y) arrangements
satisfactory to the Administrative Agent shall be made so that, after giving effect to the
adjustment to the respective Lender’s Non-Alternate Currency Revolving Loan Sub-Commitment, such
Lender participates in all then outstanding extensions of credit on the same basis as it would
otherwise have so participated if it had originally had Non-Alternate Currency Revolving Loan
Sub-Commitments and a related Alternate Currency Revolving Loan Sub-Commitment as same will be in
effect after giving effect to the changes contemplated by this clause (e)(II) (including
arrangements of the type described in the second sentence of Section 13.12(f) below).



(f) From time to time after the Effective Date, if one or more Alternate Currency RL Lenders
desires to reduce the amount of its Alternate Currency Revolving Loan Sub-Commitment with respect
to one or more Alternate Currencies, then the respective Alternate Currency RL Lender shall provide
30 days’ prior written notice thereof to the Corporation and the Administrative Agent, specifying
the relevant Alternate Currency Revolving Loan Sub-Commitment to be so reduced and the amount of
such reduction; provided however, that no more than one such notice may be
delivered by any Alternate Currency RL Lender in any 3 month period. Any such reduction to an
Alternate Currency Revolving Loan Sub-Commitment of any Alternate Currency RL Lender shall be
effective on the 30th day following delivery of the foregoing notice (or, if such
30th day is not a Business Day, the next succeeding Business Day after such
30th day), with the following to occur concurrently therewith: (i) the Non-Alternate
Currency Revolving Loan Sub-Commitment of the respective Lender shall be increased by the amount of
the reduction to the Alternate Currency Revolving Loan Sub-Commitment of such Lender, (ii) the
relevant Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding
Dollar Revolving Loans and/or Alternate Currency Revolving Loans in a given Alternate Currency of
certain of the RL Lenders, and incur additional Dollar Revolving Loans and/or Alternate Currency
Revolving Loans in a given Alternate Currency from certain other RL Lenders (including the
Incremental RL Lenders) or (y) take such other actions as may be required by the Administrative
Agent (including by requiring new Dollar Revolving Loans or Alternate Currency Revolving Loans in a
given Alternate Currency to be incurred and added to then outstanding Borrowings of the respective
such Loans, even though as a result thereof such new Loans (to the extent required to be maintained
as Euro Rate Loans) may have a shorter Interest Period than the then outstanding Borrowings of the
respective such Loans), in each case to the extent necessary so that (I) all of the RL Lenders
effectively participate in each outstanding Borrowing of Dollar Revolving Loans pro
rata on the basis of their Dollar Percentages (determined after giving effect to the
decrease in the Alternate Currency Revolving Loan Commitment or Commitments of such Lender (and the
increase in the Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender) pursuant to
this Section 13.12(f)) and (II) all Alternate Currency RL Lenders with an Alternate Currency
Revolving Loan Sub-Commitment in a given Alternate Currency effectively participate in each
outstanding Borrowing of Alternate Currency Revolving Loans in such Alternate Currency pro
rata on the basis of their Alternate Currency RL Percentages as the same relate to such
Alternate Currency (determined after giving effect to the decrease in the Alternate Currency
Revolving Loan Commitment or Commitments of such Lender (and the increase in the Non-Alternate
Currency Revolving Loan Sub-Commitment of such Lender) pursuant to this Section 13.12(f)),
(iii) the Corporation shall pay to the respective RL Lenders any costs of the type referred to in
Section 1.12 in connection with any repayment and/or Borrowing required pursuant to preceding
clause (ii), and (iv) to the extent Dollar Revolving Loans or Alternate Currency Revolving Loans in
a given Alternate Currency are to be so incurred or added to the then outstanding Borrowings of the
respective such Loans which are maintained as Euro Rate Loans, the Lenders that have made such
Loans shall be entitled to receive from the Borrowers such amounts, as reasonably determined by the
respective Lenders, to compensate them for funding the various Revolving Loans during an existing
Interest Period (rather than at the beginning of the respective Interest Period, based upon rates
then applicable thereto). All determinations by any Lender pursuant to clause (iv) of the
immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on
all parties hereto.



(g) Notwithstanding anything to the contrary contained in this Section 13.12, (i) the
Corporation, any other relevant Borrower, the Administrative Agent and each Incremental RL Lender
may, in accordance with the provisions of Section 1.19, enter into an Incremental Revolving Loan
Commitment Agreement, provided that after the execution and delivery by the Corporation,
any other relevant Borrower, the Administrative Agent and each such Incremental RL Lender of such
Incremental Revolving Loan Commitment Agreement, such Incremental Revolving Loan Commitment
Agreement may thereafter only be modified in accordance with the requirements of clause (a) through
(f) above of this Section 13.12 and (ii) the Corporation, any other relevant Borrower, the
Administrative Agent and any Alternate Currency RL Lender may, in accordance with the provisions of
Section 13.12(e), enter into an Alternate Currency Sub-Commitment Re-Allocation Agreement or
Non-Alternate Currency Sub-Commitment Re-Allocation Agreement, provided that after the
execution and delivery thereof, such Alternate Currency Sub-Commitment Re-Allocation Agreement or
Non-Alternate Currency Sub-Commitment Re-Allocation Agreement, as the case may be, may thereafter
only be modified in accordance with the requirements of clause (a) through (f) above of this
Section 13.12.



(h) Notwithstanding anything to the contrary contained in this Section 13.12, the Corporation,
the other Borrowers, the Administrative Agent and each Lender which agrees to reallocate a portion
of its Non-Alternate Currency Revolving Loan Sub-Commitment as an Other Permitted Non-LIBOR-Based
Alternate Currency Revolving Loan Sub-Commitment in accordance with Section 13.12(e) (and make
Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loans in a given Other Permitted
Non-LIBOR-Based Alternate Currency) may (without the consent of any other Lender or the Required
Lenders) enter into amendments to this Agreement, the other Credit Documents and the Exhibits
hereto to add applicable interest rate benchmark, borrowing, prepayment, interest period,
illegality and multiple tranching provisions with respect to such Other Permitted Non-LIBOR-Based
Alternate Currency Revolving Loans, include a form of promissory note to evidence such Other
Permitted Non-LIBOR-Based Alternate Currency Revolving Loans and make such other modifications
hereto and thereto as may be deemed necessary or desirable by the Administrative Agent (and its
counsel) to accord such Lenders the types of protections that are provided to Lenders of Euro Rate
Loans hereunder and customarily to lenders of loans denominated in such Other Permitted
Non-LIBOR-Based Alternate Currency (including, without limitation, amendments to Sections 1.09,
1.10, 1.11, 1.12, 1.19(c), 2 and 4 hereof) (any such amendments or modifications, collectively, a
“Non-LIBOR-Based Alternate Currency Amendment”).



(i) Notwithstanding anything to the contrary contained in this Section 13.12, the Corporation,
the other Borrowers, the Administrative Agent and each Lender which agrees to reallocate a portion
of its Non-Alternate Currency Revolving Loan Sub-Commitment as an Other Permitted LIBOR-Based
Alternate Currency Revolving Loan Sub-Commitment in accordance with Section 13.12(e) (and make
Other Permitted LIBOR-Based Alternate Currency Revolving Loans in a given Other Permitted
LIBOR-Based Alternate Currency) may (without the consent of any other Lender or the Required
Lenders) enter into amendments to this Agreement, the other Credit Documents and the Exhibits
hereto in order to sub-divide Other Permitted LIBOR-Based Alternate Currency Revolving Loan
Sub-Commitments into two or more “Alternate Currency Revolving Loan Sub-Tranches” available in
various Other Permitted LIBOR-Based Alternate Currencies to one or more Alternate Currency
Revolving Loan Borrowers and to make such other technical modifications hereto and thereto as may
be deemed necessary or advisable by the Administrative Agent (and its counsel) in connection
therewith (including, without limitation, amendments to the definition of “Alternate Currency
Revolving Loan Sub-Commitment Sub-Limit” to provide for two or more “Alternate Currency Revolving
Loan Sub-Tranches” available in various Other Permitted LIBOR-Based Alternate Currencies);
provided that no amendment to the definition of “Alternate Currency Revolving Loan
Sub-Commitment Sub-Limit” may be made if (x) such amendment would cause the aggregate amount of the
sub-limits for such sub-divided sub-commitments to exceed the “Alternate Currency Revolving Loan
Sub-Commitment Sub-Limit” applicable to Other Permitted LIBOR-Based Alternate Currency Revolving
Loan Sub-Commitments as in effect immediately prior to such amendment or (y) after giving effect
thereto, any prepayment or cash collateralization would be required pursuant to Section 4.02(a)(ii)
(any such amendments or modifications, collectively, a “LIBOR-Based Alternate Currency
Amendment”).



(j) Notwithstanding anything to the contrary contained in this Section 13.12, the Corporation,
the other Borrowers, the Administrative Agent and each Lender which agrees to reallocate in
accordance with Section 13.12(e) a portion of its Non-Alternate Currency Revolving Loan
Sub-Commitment as an Alternate Currency Revolving Loan Sub-Commitment to be made available in
Euros, Pounds Sterling, Australian Dollars, Yen or Canadian Dollars may (without the consent of any
other Lender or the Required Lenders) enter into amendments to this Agreement, the other Credit
Documents and the Exhibits hereto in order to sub-divide the Alternate Currency Revolving Loan
Sub-Commitments under an existing Alternate Currency Revolving Loan Sub-Tranche designated for such
Alternate Currency into two or more “Alternate Currency Revolving Loan Sub-Tranches” designated for
such Alternate Currency and to make such other technical modifications hereto and thereto as may be
deemed necessary or advisable by the Administrative Agent (and its counsel) in connection therewith
(including, without limitation, amendments to the definition of “Alternate Currency Revolving Loan
Sub-Commitment Sub-Limit” to provide for two or more “Alternate Currency Revolving Loan
Sub-Tranches” relating to such Alternate Currency); provided that no amendment to the
definition of “Alternate Currency Revolving Loan Sub-Commitment Sub-Limit” may be made if (x) such
amendment would cause the aggregate amount of the sub-limits for such sub-divided sub-commitments
to exceed the “Alternate Currency Revolving Loan Sub-Commitment Sub-Limit” applicable to such
Alternate Currency Revolving Loan Sub-Commitments as in effect immediately prior to such amendment
or (y) after giving effect thereto, any prepayment or cash collateralization would be required
pursuant to Section 4.02(a)(ii).



(k) Notwithstanding anything to the contrary contained in this Section 13.12, the Corporation,
the other Borrowers and the Administrative Agent may (without the consent of any other Lender or
the Required Lenders) enter into amendments to this Agreement, the other Credit Documents and the
Exhibits hereto in order to permit an Alternate Currency Revolving Loan Borrower (other than the
Corporation) to request and obtain Alternate Currency Revolving Loan Sub-Commitments available for
“Alternate Currency Revolving Loans” and “Alternate Currency Letters of Credit” denominated in
Dollars (and incur “Alternate Currency Revolving Loans” and obtain “Alternate Currency Letters of
Credit” denominated in Dollars under a new “Alternate Currency Revolving Loan Sub-Tranche”
designated for Dollars) and to make such other technical modifications hereto and thereto as may be
deemed necessary or advisable by the Administrative Agent (and its counsel) in connection therewith
(including, without limitation, (i) an amendment to the definition of “Alternate Currency Revolving
Loan Sub-Commitment Sub-Limit” to provide for one or more “Alternate Currency Revolving Loan
Sub-Tranches” relating to “Non-U.S. Borrower Dollar Revolving Loan Sub-Commitments”, (ii)
appropriate amendments to certain nomenclature used herein (e.g., “Dollar Revolving Loan”
and “Dollar Revolving Loan Borrower”) to reflect the availability of Revolving Loans denominated in
Dollars to any such Alternate Currency Revolving Loan Borrower and (iii) modifications to the
definition of “Base Rate”, but only to the extent applicable to “base rate loans” made in Dollars
to any such Alternate Currency Revolving Loan Borrower); provided that (x) for avoidance of
doubt, nothing herein shall be construed to require any Lender hereunder to extend credit to any
such Alternate Currency Revolving Loan Borrower in Dollars, unless and until such Lender has agreed
(in its sole discretion) to enter an applicable Alternate Currency Sub-Commitment Re-Allocation
Agreement pursuant to Section 13.12(e) and such Alternate Currency Sub-Commitment Re-Allocation
Agreement and any amendments contemplated hereby are effective in accordance with their terms, (y)
any Dollar denominated outstandings under any such new “Non-U.S. Borrower Dollar Revolving Loan
Sub-Commitment” shall be treated as “Aggregate Alternate Currency Credit Exposure” for purposes of
Section 1.01(a)(vii), 1.01(d), 2.02(a) and 4.02(a)(iii), notwithstanding that such outstandings are
Dollar denominated, and (z) no amendment to the definition of “Alternate Currency Revolving Loan
Sub-Commitment Sub-Limit” may be made if (I) such amendment would increase the aggregate amount of
all Revolving Loan Sub-Commitments available thereunder in excess of the aggregate amount available
thereunder as in effect immediately prior to such amendment or (II) after giving effect thereto,
any prepayment or cash collateralization would be required pursuant to Section 4.02(a)(ii).



13.13 Survival. All indemnities set forth herein including, without limitation, in
Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01 shall survive the execution, delivery and
termination of this Agreement, the Notes and the other Credit Documents and the making and
repayment of the Obligations (it being understood and agreed that all such indemnities shall also
survive as to any Lender that has assigned all of its obligations hereunder pursuant to
Section 13.04(b) with respect to the period of time in which such Lender was a “Lender” hereunder).



13.14 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for
the account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the
contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 13.14
would, at the time of such transfer, result in increased costs under Section 1.11, 1.12, 1.16(b),
2.06 or 4.04 in excess of those being charged by the respective Lender prior to such transfer, then
the Borrowers shall not be obligated to pay such excess increased costs (although the Borrowers, in
accordance with and pursuant to the other provisions of this Agreement, shall be obligated to pay
the costs which would apply in the absence of such designation and any subsequent increased costs
of the type described above resulting from changes after the date of the respective transfer).



13.15 Register. Each Borrower hereby designates the Administrative Agent to serve as
such Borrower’s agent, solely for purposes of this Section 13.15, to maintain a register
(the “Register”) on which it will record the Commitments from time to time of each of the
Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal
amount of the Loans of each Lender. Failure to make any such recordation, or any error in such
recordation, shall not affect the respective Borrower’s obligations in respect of such Loans. With
respect to any Lender, the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective
until such transfer is recorded on the Register maintained by the Administrative Agent with respect
to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitments and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitments and Loans shall be
recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative
Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section
13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the
Administrative Agent for acceptance and registration of assignment or transfer of all or part of a
Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the
Note, if any, evidencing such Loan, and thereupon one or more new Notes in the same aggregate
principal amount shall, if requested, be issued to the assigning or transferor Lender and/or the
new Lender. The registration of any provision of Incremental Revolving Loan Commitments pursuant
to Section 1.19 shall be recorded by the Administrative Agent on the Register only upon the
acceptance of the Administrative Agent of a properly executed and delivered Incremental Revolving
Loan Commitment Agreement. Coincident with the delivery of such Incremental Revolving Loan
Commitment Agreement for acceptance and registration of the provision of an Incremental Revolving
Loan Commitment, or as soon thereafter as practicable, new Revolving Notes shall be issued to the
respective Incremental RL Lender at the request of such Incremental RL Lender. Each Borrower
jointly and severally agrees to indemnify the Administrative Agent from and against any and all
losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Administrative Agent in performing its duties under this Section 13.15.



13.16 Judgment Currency. (a)  The Credit Parties’ obligations hereunder and under the
other Credit Documents to make payments in the respective Applicable Currency (the “Obligation
Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than the Obligation Currency, except to
the extent that such tender or recovery results in the effective receipt by the Administrative
Agent or the respective Lender of the full amount of the Obligation Currency expressed to be
payable to the Administrative Agent or such Lender under this Agreement or the other Credit
Documents. If for the purpose of obtaining or enforcing judgment against any Credit Party in any
court or in any jurisdiction, it becomes necessary to convert into or from any currency other than
the Obligation Currency (such other currency being hereinafter referred to as the “Judgment
Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the
Alternate Currency Equivalent or the Dollar Equivalent thereof, as the case may be, and, in the
case of other currencies, the rate of exchange (as quoted by the Administrative Agent or if the
Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such
currency designated by the Administrative Agent) determined, in each case, as of the day on which
the judgment is given (such Business Day being hereinafter referred to as the “Judgment
Currency Conversion Date”).



(b) If there is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, the Borrowers covenant and agree
to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount)
as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the
rate of exchange prevailing on the date of payment, will produce the amount of the Obligation
Currency which could have been purchased with the amount of Judgment Currency stipulated in the
judgment or judicial award at the rate or exchange prevailing on the Judgment Currency Conversion
Date.



(c) For purposes of determining the Alternate Currency Equivalent or the Dollar Equivalent or
any other rate of exchange for this Section, such amounts shall include any premium and costs
payable in connection with the purchase of the Obligation Currency.



13.17 Confidentiality. (a)  Subject to the provisions of clause (b) of this
Section 13.17, each Lender agrees that it will use its reasonable best efforts not to disclose
without the prior consent of the Corporation (other than to its employees, officers, directors,
auditors, advisors or counsel or to another Lender if the Lender or such Lender’s holding or parent
company in its sole discretion determines that any such party should have access to such
information, provided such Persons shall be subject to the provisions of this Section 13.17 to the
same extent as such Lender) any information with respect to the Corporation or any of its
Subsidiaries which is now or in the future furnished pursuant to this Agreement or any other Credit
Document, provided that any Lender may disclose any such information (a) as has become
generally available to the public other than by virtue of a breach of this Section by such Lender,
(b) to the extent such information was legally in possession of such Lender prior to its receipt
from or on behalf of the Corporation or any of its Subsidiaries and was from a source not known to
such Lender to be (x) bound by a confidentiality agreement with the Corporation or (y) otherwise
prohibited from transmitting such information to such Lender by a contractual, legal or fiduciary
obligation, (c) such information becomes available to such Lender from a source other than the
Corporation or any of its Subsidiaries and such source is not known to such Lender to be (x) bound
by a confidentiality agreement with the Corporation or (y) otherwise prohibited from transmitting
such information to such Lender by a contractual, legal or fiduciary obligation, (d) as may be
required or reasonably appropriate in any report, statement or testimony submitted to, or in
response to a request from, any municipal, state or Federal governmental or regulatory body having
or claiming to have jurisdiction over such Lender or to the Federal Reserve Board, the Federal
Deposit Insurance Corporation, the NAIC or similar organizations (whether in the United States or
elsewhere) or their successors, (e) as may be required or reasonably appropriate in response to any
summons or subpoena or in connection with any litigation, (f) in order to comply with any
Requirement of Law applicable to such Lender, (g) to any Agent or any other Lender, (h) to any
direct or indirect contractual counterparties in swap agreements or such contractual
counterparties’ professional advisors; provided that such contractual counterparty or
professional advisor to such contractual counterparty agrees in writing to keep such information
confidential to the same extent required of the Lenders thereunder, and (i) to any prospective or
actual transferee or participant in connection with any contemplated transfer or participation of
any of the Notes or Commitments or any interest therein by such Lender, provided that such
prospective transferee shall have agreed to be subject to the provisions of this Section 13.17(a)
or a separate confidentiality agreement at least as restrictive as the provisions of this Section
13.17(a).



(b) Each of the Borrowers hereby acknowledge and agree that each Lender may, in connection
with the Transaction or the participation of such Lender pursuant to this Agreement and the other
Credit Documents, share with any of its affiliates any information related to the Corporation or
any of its Subsidiaries (including, without limitation, any nonpublic customer information
regarding the creditworthiness of the Corporation and its Subsidiaries, provided such Persons shall
be subject to the provisions of this Section 13.17 to the same extent as such Lender).



13.18 Patriot Act. Each Lender subject to the USA PATRIOT ACT (Title 111 of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies each Borrower that
pursuant to the requirements of the Act, it is required to obtain, verify and record information
that identifies each Borrower and the other Credit Parties and other information that will allow
such Lender to identify each Borrower and the other Credit Parties in accordance with the Act.



13.19. Interest Rate Limitation. Notwithstanding anything to the contrary contained
in any Credit Document, the interest paid or agreed to be paid under the Credit Documents shall not
exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum
Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any
payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated term of the
Obligations hereunder



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



SECTION 14. Borrower Guaranty.



14.01 The Guaranty. In order to induce the Lenders to enter into this Agreement and
to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter
into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the
direct benefits to be received by each Guarantor from the proceeds of the Loans, the issuance of
the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging
Agreements, each Guarantor hereby agrees with the Lenders as follows: each Guarantor hereby
unconditionally and irrevocably guarantees, as primary obligor and not merely as surety the full
and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of
its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant
Guaranteed Obligations of any Guarantor to the Guaranteed Creditors becomes due and payable
hereunder, each Guarantor unconditionally promises to pay such indebtedness to the Guaranteed
Creditors, or order, on demand, together with any and all expenses which may be incurred by the
Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Borrower
Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing
one and all liabilities to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon. If claim is ever made upon any
Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on
account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or
part of said amount by reason of (i) any judgment, decree or order of any court or administrative
body having jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant (including any Relevant
Guaranteed Party), then and in such event the respective Guarantor agrees that any such judgment,
decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any
revocation of this Borrower Guaranty or any other instrument evidencing any liability of any
Relevant Guaranteed Party, and each Guarantor shall be and remain liable to the aforesaid payees
hereunder for the amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee.



14.02 Bankruptcy. Additionally, each Guarantor unconditionally and irrevocably
guarantees the payment of any and all of the Relevant Guaranteed Obligations to the Guaranteed
Creditors whether or not due or payable by any Relevant Guaranteed Party upon the occurrence of any
of the events specified in Section 10.05, and unconditionally promises to pay such indebtedness to
the Guaranteed Creditors, or order, on demand.



14.03 Nature of Liability. The liability of each Guarantor hereunder is exclusive and
independent of any guaranty of the Relevant Guaranteed Obligations whether executed by such
Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder
is not affected or impaired by (a) any direction as to application of payment by any Relevant
Guaranteed Party or any other party, or (b) any other continuing or other guaranty, undertaking or
maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations,
or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any
dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed
Party, or (e) any payment made to the Guaranteed Creditors on the Relevant Guaranteed Obligations
which any such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order
in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and
each Guarantor waives any right to the deferral or modification of its obligations hereunder by
reason of any such proceeding, or (f) any action or inaction of the type described in Section
14.05, or (g) the lack of validity or enforceability of any Credit Document or any other instrument
relating thereto.



14.04 Independent Obligation. No invalidity, irregularity or unenforceability of all
or any part of the Relevant Guaranteed Obligations shall affect, impair or be a defense to this
Borrower Guaranty, and this Borrower Guaranty shall be primary, absolute and unconditional
notwithstanding the occurrence of any event or the existence of any other circumstances which might
constitute a legal or equitable discharge of, or a defense available to, a surety or guarantor
except indefeasible payment in full in cash of the Relevant Guaranteed Obligations. The
obligations of each Guarantor hereunder are independent of the obligations of any Relevant
Guaranteed Party, any other guarantor or any other party and a separate action or actions may be
brought and prosecuted against any Guarantor whether or not action is brought against any Relevant
Guaranteed Party, any other guarantor or any other party and whether or not any Relevant Guaranteed
Party, any other guarantor or any other party be joined in any such action or actions. Each
Guarantor waives, to the full extent permitted by law, the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof. Any payment by any Relevant
Guaranteed Party or other circumstance that operates to toll any statute of limitations as to such
Relevant Guaranteed Party shall operate to toll the statute of limitations as to the relevant
Guarantor.



14.05 Authorization. Each Guarantor authorizes the Guaranteed Creditors without
notice or demand (except as shall be required by applicable statute and cannot be waived), and
without affecting or impairing its liability hereunder, from time to time to:




(a) change the manner, place or terms of payment of, and/or change or extend the time
of payment of, renew, increase, accelerate or alter, any of the Relevant Guaranteed
Obligations (including any increase or decrease in the rate of interest thereon), any
security therefor, or any liability incurred directly or indirectly in respect thereof, and
this Guarantor Guaranty shall apply to the Relevant Guaranteed Obligations as so changed,
extended, renewed, increased or altered;




(b) take and hold security for the payment of the Relevant Guaranteed Obligations and
sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any
manner and in any order any property by whomsoever at any time pledged or mortgaged to
secure, or howsoever securing, the Relevant Guaranteed Obligations or any liabilities
(including any of those hereunder) incurred directly or indirectly in respect thereof or
hereof, and/or any offset thereagainst;




(c) exercise or refrain from exercising any rights against any Relevant Guaranteed
Party or others or otherwise act or refrain from acting;




(d) release or substitute any one or more endorsers, guarantors, any Relevant
Guaranteed Party or other obligors;




(e) settle or compromise any of the Relevant Guaranteed Obligations, any security
therefor or any liability (including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, and may subordinate the payment of all or any part thereof to
the payment of any liability (whether due or not) of any Relevant Guaranteed Party to their
respective creditors other than the Guaranteed Creditors;




(f) apply any sums by whomsoever paid or howsoever realized to any liability or
liabilities of any Relevant Guaranteed Party to the Guaranteed Creditors regardless of what
liability or liabilities of such Relevant Guaranteed Party remain unpaid;




(g) consent to or waive any breach of, or any act, omission or default under, this
Agreement, any other Credit Document, any Interest Rate Protection Agreement or Other
Hedging Agreement or any of the instruments or agreements referred to herein or therein, or
otherwise amend, modify or supplement this Agreement, any other Credit Document, any
Interest Rate Protection Agreement or Other Hedging Agreement or any of such other
instruments or agreements; and/or




(h) take any other action that would, under otherwise applicable principles of common
law, give rise to a legal or equitable discharge of, or a defense available to, such
Guarantor from its liabilities under this Borrower Guaranty.



14.06 Reliance. It is not necessary for the Guaranteed Creditors to inquire into the
capacity or powers of any Relevant Guaranteed Party or the officers, directors, partners or agents
acting or purporting to act on their behalf, and any Relevant Guaranteed Obligations made or
created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.



14.07 Subordination. Any of the indebtedness of any Relevant Guaranteed Party now or
hereafter owing to any Guarantor is hereby subordinated to the Relevant Guaranteed Obligations of
such Relevant Guaranteed Party owing to the Guaranteed Creditors; and if the Administrative Agent
so requests at a time when an Event of Default exists, all such indebtedness of such Relevant
Guaranteed Party to such Guarantor shall be collected, enforced and received by such Guarantor in
trust for the benefit of the Guaranteed Creditors and be paid over to the Administrative Agent on
behalf of the Guaranteed Creditors on account of the Relevant Guaranteed Obligations of such
Relevant Guaranteed Party to the Guaranteed Creditors, but without affecting or impairing in any
manner the liability of any Guarantor under the other provisions of this Borrower Guaranty. Prior
to the transfer by any Guarantor of any note or negotiable instrument evidencing any of the
indebtedness of any Relevant Guaranteed Party to such Guarantor, such Guarantor shall mark such
note or negotiable instrument with a legend that the same is subject to this subordination.
Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed
Creditors that it will not exercise any right of subrogation which it may at any time otherwise
have as a result of this Borrower Guaranty (whether contractual, under Section 509 of the
Bankruptcy Code or otherwise) until all Relevant Guaranteed Obligations have been irrevocably paid
in full in cash.



14.08 Waiver. (a) Each Guarantor waives any right (except as shall be required by
applicable statute and cannot be waived) to require any Guaranteed Creditor to (i) proceed against
any other Relevant Guaranteed Party, any other guarantor or any other party, (ii) proceed against
or exhaust any security held from any Relevant Guaranteed Party, any other guarantor or any other
party or (iii) pursue any other remedy in any Guaranteed Creditor’s power whatsoever. Each
Guarantor waives any defense based on or arising out of any defense of any Relevant Guaranteed
Party, any other guarantor or any other party, other than indefeasible payment in full in cash of
the Relevant Guaranteed Obligations, based on or arising out of the disability of any Relevant
Guaranteed Party, any other guarantor or any other party, or the unenforceability of the Relevant
Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of any Relevant Guaranteed Party, or any law or regulation of any jurisdiction or any
other event affecting any term of the Relevant Guaranteed Obligations other than indefeasible
payment in full in cash of the Relevant Guaranteed Obligations. The Guaranteed Creditors may, at
their election, foreclose on any security held by the Administrative Agent or any other Guaranteed
Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale
is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise
any other right or remedy the Guaranteed Creditors may have against any Relevant Guaranteed Party
or any other party, or any security, without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Relevant Guaranteed Obligations have been indefeasibly
paid in full in cash. Each Guarantor waives any defense arising out of any such election by the
Guaranteed Creditors, even though such election operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of such Guarantor against any Relevant
Guaranteed Party or any other party or any security.



(b) Each Guarantor waives all presentments, demands for performance, protests and notices,
including, without limitation, notices of nonperformance, notices of protest, notices of dishonor,
notices of acceptance of this Borrower Guaranty, and notices of the existence, creation or
incurring of new or additional Relevant Guaranteed Obligations. Each Guarantor assumes all
responsibility for being and keeping itself informed of each Relevant Guaranteed Party’s financial
condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the
Relevant Guaranteed Obligations and the nature, scope and extent of the risks which such Guarantor
assumes and incurs hereunder, and agrees that the Guaranteed Creditors shall have no duty to advise
any Guarantor of information known to them regarding such circumstances or risks.



(c) Until such time as the Relevant Guaranteed Obligations have been paid in full in cash,
each Guarantor hereby waives all rights of subrogation which it may at any time otherwise have as a
result of this Borrower Guaranty (whether contractual, under Section 509 of the Bankruptcy Code, or
otherwise) to the claims of the Guaranteed Creditors against any Relevant Guaranteed Party or any
other guarantor of the Relevant Guaranteed Obligations and all contractual, statutory or common law
rights of reimbursement, contribution or indemnity from any Relevant Guaranteed Party or any other
guarantor which it may at any time otherwise have as a result of this Borrower Guaranty.



(d) Each Guarantor warrants and agrees that each of the waivers set forth above is made with
full knowledge of its significance and consequences and that if any of such waivers are determined
to be contrary to any applicable law or public policy, such waivers shall be effective only to the
maximum extent permitted by law.



14.09 Payments. All payments made by a Guarantor pursuant to this Section 14 shall be
made in the respective Applicable Currency in which the Relevant Guaranteed Obligations are then
due and payable (giving effect, in the circumstances contemplated by Section 1.17, to any
conversion occurring pursuant thereto). All payments made by a Guarantor pursuant to this Section
14 will be made without setoff, counterclaim or other defense, and shall be subject to the
provisions of Sections 4.03, 4.04 and 13.16.



14.10 Consent to Additional Obligations. Each Guarantor hereby acknowledges and
agrees that (i) pursuant to the terms of the Credit Agreement various Dollar Revolving Loan
Borrowers and Alternate Currency Revolving Loan Borrowers may become party to the Credit Agreement
from time to time and incur Loans and other Obligations thereunder and (ii) all Obligations of each
Dollar Revolving Loan Borrower and each Alternate Currency Revolving Loan Borrower under the Credit
Agreement shall be fully guaranteed hereunder (and constitute Relevant Guaranteed Obligations of
such Guarantor) and no consent of such Guarantor shall be required to effect the same.



14.11 Fraudulent Conveyance Limitation. Each Guarantor (other than the Corporation)
hereby confirms that it is its intention that this Borrower Guaranty not constitute a fraudulent
transfer or conveyance for purposes of any bankruptcy, insolvency or similar law, the Uniform
Fraudulent Conveyance Act or any similar Federal, state or foreign law. To effectuate the
foregoing intention, each Guarantor (other than the Corporation) hereby irrevocably agrees that its
Relevant Guaranteed Obligations shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that
are relevant under such laws, result in its Relevant Guaranteed Obligations in respect of such
maximum amount not constituting a fraudulent transfer or conveyance; it being understood that in no
event shall the Relevant Guaranteed Obligations of the Corporation be limited pursuant to the
provisions of this Section 14.10 as the Corporation is the direct or indirect parent of each of the
other Guarantors and, accordingly, is obtaining direct benefits from all extensions of credit to
the Guarantors. Any limitation on the Relevant Guaranteed Obligations of any Guarantor resulting
from the application of the provisions of this Section 14.11 shall have no effect on the Relevant
Guaranteed Obligations of any other Guarantor or the Obligations of any other Credit Party (under
its Guaranty), which (in each case) shall be determined as if there were no such limitation, to the
maximum extent permitted by applicable law.



SECTION 15. Special Provisions Regarding Enforcement Under the Laws of Spain.



15.01 Administrative Agent Accounting. For the purposes of this Agreement the
Administrative Agent, in its capacity as such, shall open and maintain in its books a special
credit facilities account for all the Alternate Currency RL Lenders that have made Alternate
Currency Revolving Loans to a Spanish Alternate Currency Revolving Loan Borrower (each, a
“Spanish Alternate Currency RL Lender”). In each of such accounts the Administrative Agent
shall debit the amounts owed by the Spanish Alternate Currency Revolving Loan Borrowers to the
Spanish Alternate Currency RL Lenders, including the interest, fees, expenses, default interest,
additional costs and any other amounts that are payable by the Spanish Alternate Currency Revolving
Loan Borrowers pursuant to this Agreement. Likewise, all amounts received by the Administrative
Agent from the Spanish Alternate Currency Revolving Loan Borrowers pursuant to this Agreement shall
be credited in that account, so that the sum of the balance of the credit facilities account
represents the amount owed by the Spanish Alternate Currency Revolving Loan Borrowers to the
Spanish Alternate Currency RL Lenders at any time.



15.02 Individual Account of Each Spanish Alternate Currency RL Lender. In addition to
the special unified account referred to in Section 15.01 above, each of the Spanish Alternate
Currency RL Lenders shall open and maintain in its books a special credit facilities account from
which shall be debited the interest, fees, expenses, default interest, additional costs and any
other amounts that the Spanish Alternate Currency Revolving Loan Borrowers owe to such Spanish
Alternate Currency RL Lender hereunder, and in which all amounts received by the Spanish Alternate
Currency RL Lender from the Spanish Alternate Currency Revolving Loan Borrowers under this
Agreement shall be credited.



15.03 Determination of Balance Due in the Event of Enforcement Before the Spanish
Courts. In the event of enforcement of this Agreement before the Spanish courts, the
Administrative Agent shall settle the credit accounts referred to above in this Section 15. It is
expressly agreed for purposes of enforceability via judicial or out-of-court methods pursuant to
the laws of Spain, that the balance due from the accounts referred to in this Section 15 resulting
from the certificate issued for such purpose by the Administrative Agent shall be deemed a liquid,
due and payable amount enforceable against the Borrowers, provided that it is evidenced in
a notarial document that the settlement was made in the form agreed to by the parties in the
enforceable instrument (“título ejecutivo”) and that the balance due matches with the balance that
appears in the corresponding open account of the Spanish Alternate Currency Revolving Loan
Borrowers in connection with this Agreement. The Administrative Agent shall previously notify the
relevant Spanish Alternate Currency Revolving Loan Borrower of the amount due as a result of the
settlement.



15.04 Enforcement Before the Spanish Courts. In the event that the Spanish Alternate
Currency RL Lenders decide to commence, for the purposes of the enforcement of this Agreement
before the Spanish courts, the ordinary enforcement proceeding set forth in Articles 517, et seq.,
of the Law of Civil Procedure (“Ley de Enjuciamiento Civil”), the parties to this Agreement
expressly agree for purposes of Article 571, et seq., of such Law of Civil Procedure that the
settlement to determine the summarily enforceable debt be made by the Administrative Agent.
Therefore, the following will be sufficient for the commencement of the summary proceedings: (i)
the notarial deed (“escritura de elevación a público”) evidencing this Agreement; (ii) a
certificate, issued by the Administrative Agent, of the debt for which the Spanish Alternate
Currency Revolving Loan Borrowers are liable, as well as the extract of the debit and credit
entries and the entries corresponding to the application of interest that determines the actual
balance for which enforcement is requested and the document providing evidence (“documento
fehaciente”) that the settlement of the debt has been carried out in the form agreed to in this
Agreement; and (iii) a notarial document providing evidence of the prior notice to the Spanish
Alternate Currency Revolving Loan Borrowers of the amount due as a result of the settlement. The
Spanish Alternate Currency Revolving Loan Borrowers shall bear all taxes, expenses and duties
accruing or that are incurred by reason of the notarial instruments referred to in this Section
15.04.



15.05 Public Deed. This Agreement has been executed in a private document. Each party
to this Agreement shall be entitled to request to the other the formalization of this Agreement
into a public deed at any moment. The public deed raising this Agreement to the status of public
document must confirm in Spanish language this Section 15 and the granting of authority to the
Agents under Section 12 of this Agreement. The Spanish Alternate Currency Revolving Loan Borrowers
shall bear all costs and expenses relating to such formalization.



IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to
execute and deliver this Agreement as of the date first above written.



	 
	STARWOOD HOTELS & RESORTS WORLDWIDE, INC., as a Borrower and

Guarantor

By: /s/ Timothy C. Fetten

	 

	Name: Timothy C. Fetten

Title: Vice President and Treasurer







1




2




	 
	CLOCKTOWER HOTEL LIMITED PARTNERSHIP, as a Borrower
	By: STARWOOD CANADA ULC,
	its General Partner
	By: /s/ Kristen W. Prohl
	Name: Kristen W. Prohl
	Title:





3




	 
	DEUTSCHE BANK AG NEW YORK
	BRANCH,
	Individually and as Administrative Agent
	By: /s/ James Rolison
	Name: James Rolison
	Title: Managing Director
	By: /s/ Brenda Casey
	Name: Brenda Casey
	Title: Director





4




	 
	JPMORGAN CHASE BANK, N.A.,
	Individually and as Syndication Agent
	By:	 	/s/ Ralph Totoonchie
	Name: Ralph Totoonchie
	Title: Vice President
	 	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
	 	 	DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
	 	 	WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN
	 	 	BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
	 	 	REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
	 	 	PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
	 	 	ADMINISTRATIVE AGENT






NAME OF INSTITUTION:




Bank of America, N.A.




By:  /s/ Will T. Bowers, Jr.

Name: Will T. Bowers, Jr.

Title: Senior Vice President




5




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




THE BANK OF NOVA SCOTIA




By:  /s/ Ajit Goswami

Name: Ajit Goswami

Title: Director




6




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Citibank, NA




By:  /s/ Daniel Gouger.

Name: Daniel Gouger

Title: Vice President




7




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




BANCO NACIONAL DE MEXICO S.A.




By:  /s/ Cesar Valentin Gonzalez Jauregui

Name: CESAR VALENTIN GONZALEZ JAUREGUI

Title: COORDINADOR BANCA EMPRESARIAL





	 	 	 	By:  /s/
Javier Gavaldon Enciso






	 	 	Name: JAVIER GAVALDON ENCISCO






Title: DIRECTOR REGIONAL BANCA EMPRESARIAL



8




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




The Royal Bank of Scotland plc




By:  /s/ Michaela V. Galluzzo

Name: Michaela V. Galluzzo

Title: Senior Vice President




9




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Credit Agricole Corporate and Investment Bank




By:  /s/ Joseph Asciolla

Name: Joseph Asciolla

Title: Managing Director





By:  /s/ Steven Jonassen

Name: Steven Jonassen

Title: Director




10




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




HSBC Bank USA, National Association




By:  /s/ Alan Vitulich

Name: Alan Vitulich

Title: Vice President




11




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




CREDIT SUISSE AG, Cayman Islands Branch




By:  /s/ Karl Studer

Name: Karl Studer

Title: Director





By:  /s/ Jay Chall

Name: Jay Chall

Title: Director




12




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Wells Fargo Bank, N.A.




By:  /s/ Mark F. Monahan

Name: Mark F. Monahan

Title: Senior Vice President




13




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Barclays Bank PLC




By:  /s/ Kevin Cullen

Name: Kevin Cullen

Title: Director




14




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Royal Bank of Canada




By:  /s/ Dan LePage

Name: Dan LePage

Title: Authorized Signatory




15




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Morgan Stanley Bank, N.A.




By:  /s/ Ryan Vetsch

Name: Ryan Vetsch

Title: Authorized Signatory




16




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
BRANCH




By:  /s/ Kenneth K. Egusa

Name: Kenneth K. Egusa

Title: Authorized Signatory




17




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Mizuho Corporate Bank, Ltd.




By:  /s/ Noel Purcell

Name: Noel Purcell

Title: Authorized Signatory




18




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




US Bank, National Association




By:  /s/ Steven L. Sawyer

Name: Steven L. Sawyer

Title: Vice President




19




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




INTESA SANPAOLO SpA




By:  /s/ John J. Michalisin

Name: John J. Michalisin

Title: First Vice President





By:  /s/ Francesco Di Mario

Name: Francesco Di Mario

Title: First Vice President & Credit Manager




20




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Goldman Sachs Bank USA




By:  /s/ Mark Walton

Name: Mark Walton

Title: Authorized Signatory




21




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




FIRST HAWAIIAN BANK




By:  /s/ Jeffrey N. Higashi

Name: Jeffrey N. Higashi

Title: Senior Vice President




22




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Bank of Hawaii




By:  /s/ Amanda Buckland

Name: Amanda Buckland

Title: Officer




23




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Sumitomo Mitsui Banking Corporation




By:  /s/ William G. Karl

Name: William G. Karl

Title: General Manager




24




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Mega International Commercial Bank Co., Ltd.


New York Branch




By:  /s/ Priscilla Hsing

Name: Priscilla Hsing

Title: VP & DGM




25




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




	 	 	 	CHANG HWA
COMMERCIAL BANK, LTD.,






	 	 	 	NEW YORK
BRANCH






By:  /s/ Eric Y.S. Tsai

Name: Eric Y.S. Tsai

Title: VP & General Manager




26




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




Bank of Taiwan, New York Agency




By:  /s/ Thomas K.C. Wu

Name: Thomas K.C. Wu

Title: VP & General Manager




27




SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., CERTAIN ADDITIONAL DOLLAR REVOLVING LOAN




BORROWERS, CERTAIN ADDITIONAL ALTERNATE CURRENCY
REVOLVING LOAN BORROWERS, THE LENDERS FROM TIME TO TIME
PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




First Commercial Bank New York Agency




By:  /s/ Jenn-Hwa Wang

Name: Jenn-Hwa Wang

Title: General Manager





28