exv10w1



 






Exhibit 10.1




EXECUTION COPY




$500,000,000 180-Day Revolving Credit Agreement




dated as of May 4, 2005




among




INTERNATIONAL LEASE FINANCE CORPORATION,

as Borrower




THE BANKS (as defined herein)




and




THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND,

as Agent





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. CERTAIN DEFINITIONS.
	 	 	1	 
	Section 1.1. Terms Generally
	 	 	1	 
	Section 1.2. Specific Terms
	 	 	1	 
	SECTION 2. [Reserved].
	 	 	11	 
	SECTION 3. LOANS AND NOTES.
	 	 	11	 
	Section 3.1. Agreement to Make Revolving Loans
	 	 	11	 
	Section 3.2. Procedure for Loans
	 	 	11	 
	Section 3.3. Maturity of Loans
	 	 	12	 
	SECTION 4. INTEREST AND FEES.
	 	 	13	 
	Section 4.1. Interest Rates
	 	 	13	 
	Section 4.2. Interest Payment Dates
	 	 	13	 
	Section 4.3. Setting and Notice of Loan Rates
	 	 	13	 
	Section 4.4. Commitment Fee
	 	 	14	 
	Section 4.5. Structuring Fees
	 	 	14	 
	Section 4.6. Computation of Interest and Fees
	 	 	14	 
	SECTION 5. REDUCTION OR TERMINATION OF THE COMMITMENTS; REPAYMENT; PREPAYMENTS.
	 	 	14	 
	Section 5.1. Voluntary Termination or Reduction of the Commitments
	 	 	14	 
	Section 5.2. Prepayments
	 	 	15	 
	Section 5.3. Term-Out Option
	 	 	15	 
	SECTION 6. MAKING AND PRORATION OF PAYMENTS; SET-OFF; TAXES.
	 	 	16	 
	Section 6.1. Making of Payments
	 	 	16	 
	Section 6.2. Pro Rata Treatment; Sharing
	 	 	16	 
	Section 6.3. Set-off
	 	 	16	 
	Section 6.4. Taxes, etc.
	 	 	17	 
	SECTION 7. INCREASED COSTS AND SPECIAL PROVISIONS FOR LIBOR RATE LOANS.
	 	 	20	 
	Section 7.1. Increased Costs
	 	 	20	 
	Section 7.2. Basis for Determining Interest Rate Inadequate or Unfair
	 	 	21	 
	Section 7.3. Changes in Law Rendering Certain Loans Unlawful
	 	 	22	 
	Section 7.4. Funding Losses
	 	 	22	 
	Section 7.5. Discretion of Banks as to Manner of Funding
	 	 	22	 
	Section 7.6. Conclusiveness of Statements; Survival of Provisions
	 	 	22	 
	SECTION 8. REPRESENTATIONS AND WARRANTIES.
	 	 	23	 
	Section 8.1. Organization, etc.
	 	 	23	 
	Section 8.2. Authorization; Consents; No Conflict
	 	 	23	 
	Section 8.3. Validity and Binding Nature
	 	 	23	 






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	 	 	Page	 
	Section 8.4. Financial Statements
	 	 	24	 
	Section 8.5. Litigation and Contingent Liabilities
	 	 	24	 
	Section 8.6. Employee Benefit Plans
	 	 	24	 
	Section 8.7. Investment Company Act
	 	 	24	 
	Section 8.8. Public Utility Holding Company Act
	 	 	24	 
	Section 8.9. Regulation U
	 	 	25	 
	Section 8.10. Compliance with Applicable Laws, etc.
	 	 	25	 
	Section 8.11. Insurance
	 	 	25	 
	Section 8.12. Taxes
	 	 	25	 
	Section 8.13. Use of Proceeds
	 	 	25	 
	Section 8.14. Pari Passu
	 	 	25	 
	SECTION 9. COVENANTS.
	 	 	25	 
	Section 9.1. Reports, Certificates and Other Information
	 	 	25	 
	Section 9.2. Existence
	 	 	27	 
	Section 9.3. Nature of Business
	 	 	27	 
	Section 9.4. Books, Records and Access
	 	 	27	 
	Section 9.5. Insurance
	 	 	28	 
	Section 9.6. Repair
	 	 	28	 
	Section 9.7. Taxes
	 	 	28	 
	Section 9.8. Compliance
	 	 	28	 
	Section 9.9. Sale of Assets
	 	 	28	 
	Section 9.10. Consolidated Indebtedness to Consolidated Tangible Net Worth Ratio
	 	 	28	 
	Section 9.11. Fixed Charge Coverage Ratio
	 	 	28	 
	Section 9.12. Consolidated Tangible Net Worth
	 	 	29	 
	Section 9.13. Restricted Payments
	 	 	29	 
	Section 9.14. Liens
	 	 	29	 
	Section 9.15. Use of Proceeds
	 	 	31	 
	SECTION 10. CONDITIONS TO LENDING.
	 	 	31	 
	Section 10.1. Conditions Precedent to All Loans
	 	 	31	 
	Section 10.2. Conditions to the Availability of the Commitments
	 	 	32	 
	SECTION 11. EVENTS OF DEFAULT AND THEIR EFFECT.
	 	 	33	 
	Section 11.1. Events of Default
	 	 	33	 
	Section 11.2. Effect of Event of Default
	 	 	35	 
	SECTION 12. THE AGENT.
	 	 	35	 
	Section 12.1. Authorization
	 	 	35	 
	Section 12.2. Indemnification
	 	 	35	 
	Section 12.3. Action on Instructions of the Required Banks
	 	 	36	 
	Section 12.4. Payments
	 	 	36	 
	Section 12.5. Exculpation
	 	 	37	 
	Section 12.6. Credit Investigation
	 	 	37	 
	Section 12.7. Bank of Scotland and Affiliates
	 	 	38	 
	Section 12.8. Resignation
	 	 	38	 
	Section 12.9. The Register; the Notes
	 	 	38	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 13. GENERAL.
	 	 	39	 
	Section 13.1. Waiver; Amendments
	 	 	39	 
	Section 13.2. Notices.
	 	 	40	 
	Section 13.3. Computations
	 	 	40	 
	Section 13.4. Assignments; Participations
	 	 	40	 
	Section 13.5. Costs, Expenses and Taxes
	 	 	43	 
	Section 13.6. Indemnification
	 	 	44	 
	Section 13.7. Regulation U
	 	 	44	 
	Section 13.8. Removal of Banks; Substitution of Banks.
	 	 	44	 
	Section 13.9. Captions
	 	 	46	 
	Section 13.10. Governing Law; Severability
	 	 	46	 
	Section 13.11. Counterparts; Effectiveness
	 	 	46	 
	Section 13.12. Further Assurances
	 	 	47	 
	Section 13.13. Successors and Assigns
	 	 	47	 
	Section 13.14. Waiver of Jury Trial
	 	 	47	 
	Section 13.15. No Fiduciary Relationship
	 	 	47	 
	Section 13.16. USA PATRIOT Act
	 	 	47	 






SCHEDULES AND EXHIBITS




	 	 	 
	Schedule I

	 	Schedule of Banks (Sections 1.2, 3.1, 13.4.1 and 13.8)
	Schedule II

	 	Address for Notices (Section 13.2)
	Exhibit A

	 	Form of Revolving Loan Request (Section 3.2(a))
	Exhibit B

	 	Form of Note (Sections 1.2 and 3.4)
	Exhibit C

	 	Fixed Charge Coverage Ratio 12/31/04 (Sections 1.2 and 9.11)
	Exhibit D

	 	Form of Opinion of the General Counsel of the Company (Section 10.2.5)
	Exhibit E

	 	Form of Assignment and Assumption Agreement (Section 13.4.1)






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180-DAY REVOLVING CREDIT AGREEMENT




     180-DAY REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of May 4, 2005, among
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation (herein called the
“Company”), the financial institutions listed on the signature pages hereof (herein,
together with their respective successors and assigns, collectively called the “Banks” and
individually each called a “Bank”) and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
(herein, in its individual corporate capacity, together with its successors and assigns, called
“Bank of Scotland”), as administrative agent for the Banks (herein, in such capacity,
together with its successors and assigns in such capacity, called the “Agent”).



W I T N E S S E T H:




     WHEREAS, the Company has requested the Banks to lend up to $500,000,000 to the Company on a
180-day revolving basis for general corporate purposes;



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
the parties hereto agree as follows:



     SECTION 1. CERTAIN DEFINITIONS.



     Section 1.1. Terms Generally. The definitions ascribed to terms in this Section 1
and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”. The words “hereby”, “herein”, “hereof”,
“hereunder” and words of similar import refer to this Agreement as a whole (including any exhibits
and schedules hereto) and not merely to the specific section, paragraph or clause in which such
word appears. All references herein to Sections, Exhibits and Schedules shall be deemed references
to Sections of and Exhibits and Schedules to this Agreement unless the context shall otherwise
require.



     Section 1.2. Specific Terms. When used herein, the following terms shall have the
following meanings:



     “Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with such Person. A Person
shall be deemed to control another Person if such first Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies of such other Person,
whether through ownership of stock, by contract or otherwise.



     “Agent” — see Preamble.



     “Aggregate Commitment” means $500,000,000, as reduced by any reduction in the
Commitments made from time to time pursuant to Section 5.1 or Section 13.8.



180-Day Credit Agreement





 









 






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     “Agreement” — see Preamble.



     “AIG” means American International Group, Inc., a Delaware corporation.



     “Assignee” — see Section 13.4.1.



     “Authorized Officer” of the Company means any of the Chairman of the Board, the
President, the Vice Chair and Chief Financial Officer, the Treasurer, the Controller and the
Assistant Controller of the Company.



     “Bank” — see Preamble.



     “Bank of Scotland” – see Preamble.



     “Bank Parties” — see Section 13.6.



     “Base LIBOR” means, with respect to any Loan Period for a LIBOR Rate Loan, (a) the
rate per annum for Dollar deposits approximately equal to the principal amount of the LIBOR Rate
Loans for which LIBOR is being determined and with maturities comparable to the Loan Period for
which such rate would apply, which appears on the Telerate Page 3750 (the “Telerate Page”)
at approximately 11:00 A.M., London time, on the day that is two Business Days prior to the first
day of such Loan Period and (b) if no such rate so appears on the Telerate Page 3750, the rate per
annum determined by the Agent to be the rate of interest communicated by the Reference Bank to the
Agent as the rate at which Dollar deposits are offered to the Reference Bank by leading banks in
the London interbank deposit market at approximately 11:00 a.m., London time, on the second full
Business Day preceding the first day of such Loan Period in an amount substantially equal to the
amount of such LIBOR Rate Loan for the Reference Bank and for a period equal to such Loan Period.



     “Base Rate” means a fluctuating interest rate per annum, as shall be in effect from
time to time, which rate per annum shall on any day be equal to the higher of, (a) the rate of
interest announced publicly by The Governor and Company of the Bank of Scotland in New York, New
York, from time to time, as The Governor and Company of the Bank of Scotland’s base rate; and (b)
the Federal Funds Rate for such day plus 1/2 of 1% per annum.



     “Base Rate Loan” means any Loan which bears interest at the Base Rate.



     “Business Day” means any day of the year on which banks are open for commercial
banking business in the City of New York, Los Angeles and London.



     “Capitalized Lease” means any lease under which any obligations of the lessee are, or
are required to be, capitalized on a balance sheet of the lessee in accordance with generally
accepted accounting principles in the United States of America.



     “Capitalized Rentals” means, as of the date of any determination, the amount at which
the obligations of the lessee, due and to become due under all Capitalized Leases under



180-Day Credit Agreement




 









 





-3-





which the Company or any Subsidiary is a lessee, are reflected as a liability on a
consolidated balance sheet of the Company and its Subsidiaries.




     “Closing Date” – see Section 10.2.



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



     “Commitments” means, collectively, the Banks’ commitments to make Loans hereunder; and
“Commitment” as to any Bank means the amount set forth opposite such Bank’s name on
Schedule I (as reduced in accordance with Section 5.1, or as periodically revised in accordance
with Section 13.4 or Section 13.8).



     “Company” — see Preamble.



     “Consolidated Indebtedness” means, as of the date of any determination, the total
amount of Indebtedness less the amount of current and deferred income taxes and rentals received in
advance of the Company and its Subsidiaries determined on a consolidated basis in accordance with
generally accepted accounting principles in the United States of America, and excluding
adjustments in relation to Indebtedness denominated in any currency other than Dollars and any
related derivative liability, in each case to the extent arising from currency fluctuations (such
exclusions to apply only to the extent the resulting liability is hedged by the Company or such
Subsidiary).



     “Consolidated Tangible Net Assets” means, as of the date of any determination, the
total amount of assets (less depreciation and valuation reserves and other reserves and items
deductible from the gross book value of specific asset amounts under generally accepted accounting
principles) which under generally accepted accounting principles would be included on a balance
sheet of the Company and its Subsidiaries, after deducting therefrom (i) all liability items except
Indebtedness (whether incurred, assumed or guaranteed) for borrowed money maturing by its terms
more than one year from the date of creation thereof or which is extendible or renewable at the
sole option of the obligor in such manner that it may become payable more than one year from the
date of creation thereof, shareholder’s equity and reserves for deferred income taxes and (ii) all
good will, trade names, trademarks, patents, unamortized debt discount and expense and other like
intangibles, which in each case would be so included on such balance sheet.



     “Consolidated Tangible Net Worth” means, as of the date of any determination, the
total of shareholders’ equity (including capital stock, additional paid-in capital and retained
earnings after deducting treasury stock), less the sum of the total amount of goodwill,
organization expenses, unamortized debt issue costs (determined on an after-tax basis), deferred
assets other than prepaid insurance and prepaid taxes, the excess of cost of shares acquired over
book value of related assets, surplus resulting from any revaluation write-up of assets subsequent
to December 31, 2002 and such other assets as are properly classified as intangible assets, all
determined in accordance with generally accepted accounting principles in the United States of
America consolidating the Company and its Subsidiaries.



180-Day Credit Agreement





 









 






-4-





     “Covered Taxes” means all Taxes, including all liabilities (including, without
limitation, any penalties, interest and other additions to tax) with respect thereto, other than
the following Taxes, including all liabilities (including, without limitation, any penalties,
interest and other additions to tax) with respect thereto: (i) Taxes imposed on the net income or
capital of the Agent, a Bank, Assignee or Participant under this Agreement and franchise taxes
imposed in lieu thereof (including without limitation branch profits taxes, minimum taxes and taxes
computed under alternative methods, at least one of which is based on net income (collectively
referred to as “net income taxes”)) by (A) the jurisdiction under the laws of which such Agent,

Bank, Assignee or Participant under this Agreement is organized or resident for tax purposes or any
political subdivision thereof or (B) the jurisdiction of such Agent, Bank, Assignee or
Participant’s applicable lending office or any political subdivision thereof or (C) any
jurisdiction with which such Agent, Bank, Assignee or Participant has any present or former
connection (other than solely by virtue of being a Bank under this Agreement), (ii) any Taxes to
the extent that they are in effect and would apply to a payment to such Agent, Bank, Assignee or
Participant as of the date of a change in the jurisdiction of such Agent, Bank, Assignee or
Participant’s applicable lending office or (iii) any Taxes that would not have been imposed but for
(A) the failure or unreasonable delay by such Agent, Bank, Assignee or Participant, as applicable,
to complete, provide, or file and update or renew, any application forms, certificates, documents
or other evidence required from time to time, properly completed and duly executed, to qualify for
any applicable exemption from or reduction of Taxes, including, without limitation, the
certificates, documents or other evidence required under Sections 6.4(b), 6.4(c) and 6.4(e) (unless
such failure or delay results from a change in applicable law after the Closing Date or the date of
the applicable agreement pursuant to which such Assignee or Participant, as the case may be,
acquires an interest under this Agreement, which precludes such Agent, Bank, Assignee or
Participant, as applicable, from qualifying for such exemption or reduction) or (B) the gross
negligence or willful misconduct of such Agent, Bank, Assignee or Participant.



     “Deutsche Bank Credit Agreement” means the $500,000,000 180-Day Revolving Credit
Agreement dated as of April 15, 2005 among the Borrower, the lenders party thereto and Deutsche
Bank AG New York Branch, as Agent, as amended or otherwise modified from time to time, a true copy
of which the Company has provided to the Agent.



     “Dollar”, and “$”, refer to the lawful money of the United States of America.



     “ECA Financing” means any subsidized financing of the acquisition of Airbus Industrie
aircraft, the repayment obligations of which will be supported by guaranties issued by certain
European government export credit agencies (the European Credit Agency Export Finance Program) and
a Company Guaranty and a pledge of the assets of (including any rights to or interests in any
reserve or security deposit held by) each such Wholly-owned Subsidiary.



     “Eligible Assignee” means (i) any Bank, and any Affiliate of any Bank and (ii)(a) a
commercial bank organized under the laws of the United States of America or any State thereof, (b)
a savings and loan association or savings bank organized under the laws of the United States of
America or any State thereof, (c) a commercial bank organized under the laws of any other country
or a political subdivision thereof; provided that (1) such bank is acting through a branch or
agency located in the United States of America or (2) such bank organized



180-Day Credit Agreement




 









 





-5-



under the laws of a country that is a member of the Organization for Economic Cooperation and
Development or a political subdivision of such country and (d) a finance company, insurance
company, mutual fund, leasing company or other financial institution or fund (whether a
corporation, partnership or other entity) which is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business, and having total assets in
excess of $150,000,000.




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



     “ERISA Affiliate” means any corporation, trade or business that is, along with the
Company or any Subsidiary, a member of a controlled group of corporations or a controlled group of
trades or businesses, as described in sections 414(b) and 414(c), respectively, of the Code or
Section 4001 of ERISA.



     “Eurodollar Reserve Percentage” means for any day in any Loan Period for any LIBOR
Rate Loan that percentage in effect on such day as prescribed by the Board of Governors of the
Federal Reserve System (or any successor thereto) or other U.S. government agency for determining
the reserve requirement (including, without limitation, any marginal, basic, supplemental or
emergency reserves) for a member bank of the Federal Reserve System in New York City with deposits
exceeding one billion dollars in respect of eurocurrency funding liabilities. LIBOR shall be
adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve
Percentage.



     “Event of Default” means any of the events described in Section 11.1.



     “Eximbank” means the Export-Import Bank of the United States of America.



     “Existing Litigation” — see Section 10.1.3.



     “FASB 13” means the Statement of Financial Accounting Standards No. 13 (Accounting for
Leases) as in effect on the date hereof.



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



     “Fixed Charge Coverage Ratio” on the last day of any quarter of any fiscal year of the
Company means the ratio for the period of four fiscal quarters ending on such day of earnings to
combined fixed charges and preferred stock dividends referred to in Paragraph (d)(1) of Item 503 of
Regulation S-K of the Securities and Exchange Commission, as amended from time to time, and
determined pursuant to Instructions to paragraph 503(d) of such Item 503 with



180-Day Credit Agreement




 









 





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the Company as “registrant” (such ratio for the four fiscal quarters ended December 31, 2003
is attached hereto as Exhibit C); provided, however, that if the Required Banks in
their reasonable discretion determine that amendments to Regulation S-K subsequent to the date
hereof substantially modify the provisions of such Item 503, “Fixed Charge Coverage Ratio” shall
have the meaning determined by this definition without regard to any such amendments.




     “Funding Date” means the date on which any Loan is scheduled to be disbursed.



     “Funding Office” means, with respect to any Bank, any office or offices of such Bank
or Affiliate or Affiliates of such Bank through which such Bank shall fund or shall have funded any
Loan. A Funding Office may be, at such Bank’s option, either a domestic or foreign office of such
Bank or a domestic or foreign office of an Affiliate of such Bank.



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



     “Guaranties” by any Person means, without duplication, all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for deposit or
collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness, dividend or
other obligation of any other Person (the “Primary Obligor”) in any manner, whether
directly or indirectly, including, without limitation, all obligations incurred through an
agreement, contingent or otherwise, by such Person: (a) to purchase such Indebtedness or obligation
or any property or assets constituting security therefor, (b) to advance or supply funds (i) for
the purchase or payment of such Indebtedness or obligation or (ii) to maintain working capital or
other balance sheet condition or otherwise to advance or make available funds for the purchase or
payment of such Indebtedness or obligation, (c) to lease property or to purchase securities or
other property or services primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of the Primary Obligor to make payment of the Indebtedness or obligation
or (d) otherwise to assure the owner of the Indebtedness or obligation of the Primary Obligor
against loss in respect thereof; provided, however, that the obligation described
in clause (c) shall not include (i) obligations of a buyer under an agreement with a seller to
purchase goods or services entered into in the ordinary course of such buyer’s and seller’s
businesses unless such agreement requires that such buyer make payment whether or not delivery is
ever made of such goods or services and (ii) remarketing agreements where the remaining debt on an
aircraft does not exceed the aircraft’s net book value, determined in accordance with industry
standards, except that clause (c) shall apply to the amount of remaining debt under a remarketing
agreement that exceeds the net book value of the aircraft. For the purposes of all computations
made under this Agreement, a Guaranty in respect of any Indebtedness for borrowed money shall be
deemed to be Indebtedness equal to the principal amount of such Indebtedness for borrowed money
which has been guaranteed, and a Guaranty in respect of any other obligation or liability or any
dividend shall be deemed to be Indebtedness equal to the maximum aggregate amount of such
obligation, liability or dividend.



     “Indebtedness” of any Person means and includes, without duplication, all obligations
of such Person which in accordance with generally accepted accounting principles in



180-Day Credit Agreement




 










 





-7-



the United States of America shall be classified upon a balance sheet of such Person as
liabilities of such Person, and in any event shall include all:





     (a) obligations of such Person for borrowed money or which have been incurred in
connection with the acquisition of property or assets (other than security and other
deposits on flight equipment),




     (b) obligations secured by any Lien or other charge upon property or assets owned by
such Person, even though such Person has not assumed or become liable for the payment of
such obligations,




     (c) obligations created or arising under any conditional sale, or other title
retention agreement with respect to property acquired by such Person, notwithstanding the
fact that the rights and remedies of the seller, lender or lessor under such agreement in
the event of default are limited to repossession or sale of property,




     (d) Capitalized Rentals of such Person under any Capitalized Lease,




     (e) obligations evidenced by bonds, debentures, notes or other similar instruments,
and




     (f) Guaranties by such Person, to the extent required pursuant to the definition
thereof.



     “Indemnified Liabilities” — see Section 13.6.



     “LIBOR” means, with respect to any Loan Period the rate per annum (rounded to the
nearest 1/100 of 1% or, if there is no nearest 1/100 of 1%, to the next higher 1/100 of 1%),
determined pursuant to the following formula:



	 	 	 
	LIBOR=
	 	Base LIBOR
	
	 	 
	
	 	(1 – Eurodollar Reserve Percentage)






     “LIBOR Rate” means (i) with respect to Revolving Loans that are LIBOR Rate Loans,
LIBOR plus 0.40% per annum, and (ii) with respect to Term Loans that are LIBOR Rate Loans,
LIBOR plus 1.85% per annum.



     “LIBOR Rate Loan” means any Loan which bears interest at a LIBOR Rate.



     “Lien” means any mortgage, pledge, lien, security interest or other charge,
encumbrance or preferential arrangement, including the retained security title of a conditional
vendor or lessor. For avoidance of doubt, the parties hereto acknowledge that the filing of a
financing statement under the Uniform Commercial Code does not, in and of itself, give rise to a
Lien.



180-Day Credit Agreement




 










 





-8-




     “Litigation Actions” means all litigation, claims and arbitration proceedings,
proceedings before any Governmental Authority or investigations which are pending or, to the
knowledge of the Company, threatened against, or affecting, the Company or any Subsidiary.



     “Loan Period” means, with respect to any LIBOR Rate Loan, the period commencing on
such Loan’s Funding Date and ending 1, 2, 3 or 6 months thereafter as selected by the Company
pursuant to Section 3.2(a); provided, however, that:




     (a) if a Loan Period would otherwise end on a day which is not a Business Day, such
Loan Period shall end on the next succeeding Business Day (unless, in the case of a LIBOR
Rate Loan, such next succeeding Business Day would fall in the next succeeding calendar
month, in which case such Loan Period shall end on the next preceding Business Day),




     (b) in the case of a Loan Period for any LIBOR Rate Loan, if there exists no day
numerically corresponding to the day such Loan was made in the month in which the last day
of such Loan Period would otherwise fall, such Loan Period shall end on the last Business
Day of such month, and




     (c) on the date of the making of any Loan by a Bank, the Loan Period for such Loan
shall not extend beyond the Termination Date (or the date contemplated by Section 5.3 if the
Term-Out Option is in effect).



     “Loans” means, collectively, the Revolving Loans and the Term Loans and, individually,
any Revolving Loan or Term Loan.



     “Material Adverse Effect” means (i) any material adverse effect on the business,
properties, condition (financial or otherwise) or operations of the Company and its Subsidiaries,
taken as a whole since any stated reference date or from and after the date of determination, as
the case may be, (ii) any material adverse effect on the ability of the Company to perform its
material obligations hereunder and under the Notes or (iii) any material adverse effect on the
legality, validity, binding effect or enforceability of any material provision of this Agreement or
any Note.



     “Multiemployer Plan” has the meaning assigned to such term in Section 3(37) of ERISA.



     “Net Available Proceeds” means, with respect to any Debt Incurrence, the aggregate
amount of all cash received by the Company and its Subsidiaries in respect of such Debt Incurrence
net of reasonable expenses incurred by the Company and its Subsidiaries in connection therewith.



     “New Litigation” — see Section 10.1.3.



     “Note” means a promissory note of the Company, substantially in the form of Exhibit B,
payable to a Bank, duly completed, evidencing Loans by such Bank to the Company,



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as such note may be amended, modified or supplemented or supplanted pursuant to Section 13.4.1
from time to time.




     “Notice Office” means the office of the Agent which, as of the date hereof, is located
at 155 Bishopsgate, Level 7, London EC2M 3YB; Attention: Carl Irvine, Telecopy Number: 020 7012
9455; Telephone Number: 020 7012 9289.



     “Participant” — see Section 13.4.2.



     “Payment Office” means the office of the Agent which, as of the date hereof, is at 155
Bishopsgate, Level 7, London EC2M 3YB.



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



     “Percentage” means as to any Bank the ratio, expressed as a percentage, that such
Bank’s Commitment as set forth opposite such Bank’s name on Schedule I, as periodically revised in
accordance with Section 13.4 or 13.8, bears to the Aggregate Commitment or, if the Commitments have
been terminated, the ratio, expressed as a percentage, that the aggregate principal amount of such
Bank’s outstanding Loans bears to the aggregate principal amount of all outstanding Loans.



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



     “Plan” means, at any date, any employee pension benefit plan (as defined in section
3(2) of ERISA) which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which
the Company or any ERISA Affiliate may have any liability, including any liability by reason of
having been a substantial employer within the meaning of section 4063 of ERISA at any time during
the preceding five years, or by reason of being deemed to be a contributing sponsor under section
4069 of ERISA.



     “Reference Bank” means the principal London branch of The Governor and Company of the
Bank of Scotland.



     “Reportable Event” means an event described in Section 4043(c) of ERISA with respect
to a Plan other than those events as to which the 30-day notice period is waived under subsection
        .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.



     “Required Banks” means Banks having an aggregate Percentage of 51% or more.



     “Revolving Loan” — see Section 3.1.



     “Revolving Loan Request” — see Section 3.2(a).



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     “Significant Subsidiary” means any Subsidiary which is so defined pursuant to Rule
1-02 of Regulation S-X promulgated by the Securities and Exchange Commission.



     “Subsidiary” means any Person of which or in which the Company and its other
Subsidiaries own directly or indirectly 50% or more of:




     (a) the combined voting power of all classes of stock having general voting power
under ordinary circumstances to elect a majority of the board of directors of such Person,
if it is a corporation,




     (b) the capital interest or profits interest of such Person, if it is a partnership,
joint venture or similar entity, or




     (c) the beneficial interest of such Person, if it is a trust, association or other
unincorporated organization.



     “Successor Bank” — see Section 13.8(c).



     “Taxes” with respect to any Person means income, excise and other taxes, and all
assessments, imposts, duties and other governmental charges or levies, imposed upon such Person,
its income or any of its properties, franchises or assets by any Governmental Authority.



     “Telerate Page” – see “Base LIBOR”.



     “Terminating Bank” — see Section 13.8(c).



     “Termination Date” means, with respect to any Bank, the earliest to occur of (i)
October 31, 2005 or if such day is not a Business Day, the next preceding Business Day, (ii) the
date on which the Commitments shall terminate pursuant to Section 11.2 or the Commitments shall be
reduced to zero pursuant to Section 5.1 and (iii) the date specified as such Bank’s Termination
Date pursuant to Section 13.8(a), or, if such day is not a Business Day, the next preceding
Business Day; in all cases, subject to the provisions of Section 13.8(c).



     “Term Loans” — see Section 5.3.



     “Term-Out Option” means the option of the Company to convert the Revolving Loans to
Term Loans as defined in and contemplated by Section 5.3.



     “Unmatured Event of Default” means any event which if it continues uncured will, with
lapse of time or notice or lapse of time and notice, constitute an Event of Default.



     “Wholly-owned Subsidiary” means any Person of which or in which the Company and its
other Wholly-owned Subsidiaries own directly or indirectly 100% of:




     (a) the issued and outstanding shares of stock (except shares required as directors’
qualifying shares),



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     (b) the capital interest or profits interest of such Person, if it is a partnership,
joint venture or similar entity, or




     (c) the beneficial interest of such Person, if it is a trust, association or other
unincorporated organization.



     SECTION 2. [RESERVED].



     SECTION 3. LOANS AND NOTES.



     Section 3.1. Agreement to Make Revolving Loans. On the terms and subject to the
conditions of this Agreement, each Bank, severally and for itself alone, agrees to make loans on a
revolving basis (herein collectively called “Revolving Loans” and individually each called
a “Revolving Loan”) from time to time from the date hereof until such Bank’s Termination
Date in such Bank’s Percentage of such aggregate amounts as the Company may from time to time
request as provided in Section 3.2; provided, that (a) the aggregate principal amount of
all outstanding Revolving Loans of any Bank shall not at any time exceed the amount set forth
opposite such Bank’s name on Schedule I (as reduced in accordance with Section 5.1, Section 13.4 or
Section 13.8), (b) the aggregate principal amount of all outstanding Loans of all Banks shall not
at any time exceed the then Aggregate Commitment and (c) the aggregate outstanding principal amount
of Loans shall not at any time exceed the aggregate outstanding principal amount of loans to the
Company under the Deutsche Bank Credit Agreement at such time. Within the limits of this Section
3.1, the Company may from time to time borrow, prepay and reborrow Revolving Loans on the terms and
conditions set forth in this Agreement.



     Section 3.2. Procedure for Loans.



     (a) Revolving Loan Requests. The Company shall give the Agent irrevocable telephonic
notice at the Notice Office (promptly confirmed in writing on the same day), not later than 10:30
a.m., New York City time, at least three Business Days prior to the Funding Date of each requested
Revolving Loan (each of which shall, subject to Sections 4.3(b), 7.2 and 7.3, be a LIBOR Rate Loan)
and the Agent shall promptly advise each Bank thereof and, if the Telerate Page is not available,
request the Reference Bank to notify the Agent of its applicable rate (as contemplated in the
definition of LIBOR). Each such notice to the Agent (a “Revolving Loan Request”) shall be
substantially in the form of Exhibit A and shall specify (i) the Funding Date (which shall be a
Business Day), (ii) the aggregate amount of the Revolving Loans requested (in an amount permitted
under clause (b) below), and (iii) the Loan Period therefor (subject to the limitations set forth
in the definition of Loan Period).



     (b) Amount and Increments of Loans. Each Revolving Loan Request shall contemplate
Revolving Loans in a minimum aggregate amount of $10,000,000 or a higher integral multiple of
$1,000,000, not to exceed in the aggregate (for all requested Revolving



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Loans) the amount of the Aggregate Commitment which shall be available on the Funding Date
requested in such Loan Request.




     (c) Funding of Loans.



     (i) Not later than 1:30 p.m., New York City time, on the Funding Date of a Revolving Loan,
each Bank shall, subject to this Section 3.2(c), provide the Agent at its Notice Office with
immediately available funds covering such Bank’s Revolving Loan (provided, that a Bank’s
obligation to provide funds to the Agent shall be deemed satisfied by such Bank’s delivery to the
Agent at its Notice Office not later than 1:30 p.m., New York City time, of a SWIFT MT 202 Transfer
or Federal Reserve wire confirmation number covering the proceeds of such Bank’s Revolving Loan)
and the Agent shall pay over such funds to the Company not later than 2:00 p.m., New York City
time, on such day if the Agent shall have received the documents required under Section 10 with
respect to such Revolving Loan and the other conditions precedent to the making of such Revolving
Loan shall have been satisfied not later than 10:00 a.m., New York City time, on such day. If the
Agent does not receive such documents or such other conditions precedent have not been satisfied
prior to such time, then (A) the Agent shall not pay over such funds to the Company, (B) the
Company’s Revolving Loan Request related to such Loan shall be deemed cancelled in its entirety,
(C) the Company shall be liable to each Bank in accordance with Section 7.4 and (D) the Agent shall
return the amount previously provided to the Agent by each Bank on the next following Business Day.



     (ii) The Company agrees, notwithstanding its previous delivery of any documents required
under Section 10 with respect to a particular Loan, immediately to notify the Agent of any failure
by it to satisfy the conditions precedent to the making of such Loan. The Agent shall be entitled
to assume, after it has received each of the documents required under Section 10 with respect to a
particular Loan, that each of the conditions precedent to the making of such Loan has been
satisfied absent actual knowledge to the contrary received by the Agent prior to the time of the
receipt of such documents. Unless the Agent shall have notified the Banks prior to 10:30 a.m., New
York City time, on the Funding Date of any Loan that the Agent has actual knowledge that the
conditions precedent to the making of such Loan have not been satisfied, the Banks shall be
entitled to assume that such conditions precedent have been satisfied.



     (d) Repayment of Loans. If any Bank is to make a Revolving Loan hereunder on a day
on which the Company is to repay (or has elected to prepay, pursuant to Section 5.2(a)) all or any
part of any outstanding Revolving Loan held by such Bank, the proceeds of such new Revolving Loan
shall be applied to make such repayment and only an amount equal to the positive difference, if
any, between the amount being borrowed and the amount being repaid shall be requested by the Agent
to be made available by such Bank to the Agent as provided in Section 3.2(c).



     Section 3.3. Maturity of Loans. Each Revolving Loan made by a Bank shall mature on
the last day of the Loan Period applicable to such Revolving Loan, but in no event later than the
Termination Date for such Bank (or the date contemplated by Section 5.3 if the Term-Out Option is
in effect).



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     SECTION 4. INTEREST AND FEES.



     Section 4.1. Interest Rates. The Company hereby promises to pay interest on the
unpaid principal amount of each Loan for the period commencing on the Funding Date for such Loan
until such Loan is paid in full at a rate per annum equal to the LIBOR Rate applicable to the Loan
Period for such Loan; provided, however, that after the maturity of any Loan
(whether by acceleration or otherwise), such Loan shall bear interest on the unpaid principal
amount thereof at a rate per annum (calculated on the basis of a 360-day year for the actual number
of days involved) equal to the Base Rate from time to time in effect (but not less than the
interest rate in effect for such Loan immediately prior to maturity) plus 1% per annum; and
provided, further, that any Loan that is, pursuant to Section 4.3(b), 7.2 or 7.3,
made as a Base Rate Loan shall bear interest at the Base Rate from time to time in effect (or, if
applicable, at the higher rate provided in the foregoing proviso).



     Section 4.2. Interest Payment Dates. Except for Base Rate Loans, as to which accrued
interest shall be payable on the last day of each calendar quarter and on the Termination Date (or
the date contemplated by Section 5.3 if the Term-Out Option is in effect), accrued interest on each
Loan shall be payable in arrears on the last day of the Loan Period therefor and, with respect to
each LIBOR Rate Loan with a Loan Period of six months, on the day that is three months after the
first day of such Loan Period (or, if there is no day in such third month numerically corresponding
to such first day of the Loan Period, on the last Business Day of such month). After the maturity
of any Loan, accrued interest on such Loan shall be payable on demand. If any interest payment
date falls on a day that is not a Business Day, such interest payment date shall be postponed to
the next succeeding Business Day and the interest paid shall cover the period of postponement
(except that if the Loan is a LIBOR Rate Loan and the next succeeding Business Day falls in the
next succeeding calendar month, such interest payment date shall be the immediately preceding
Business Day).



     Section 4.3. Setting and Notice of Loan Rates. (a) The applicable interest rate for
each Loan hereunder shall be determined by the Agent and notice thereof shall be given by the Agent
promptly to the Company and to each Bank. Each determination of the applicable interest rate by
the Agent shall be conclusive and binding upon the parties hereto in the absence of demonstrable
error.



     (b) In the case of LIBOR Rate Loans, the Reference Bank agrees to use its best efforts to
notify the Agent in a timely fashion of its applicable rate after the Agent’s request (if any)
therefor under Section 3.2(a) (as contemplated in the definition of LIBOR). If as to any Loan
Period for any Loan the Telerate Page is not available and the Reference Bank is unable or for any
reason fails to notify the Agent of its applicable rate by 11:30 a.m., New York City time, two
Business Days before the Funding Date for such Loan, then the applicable LIBOR Rate shall be
determined by the Agent on the basis of the rate or rates of interest at which Dollar deposits are
offered by the London branch of another bank or banks selected by the Agent. If the Telerate Page
is not available and Agent is unable to determine such rate or rates of such other bank(s) prior to
11:30 a.m., New York City time, two Business Days before such Funding Date, then (i) the Agent
shall promptly notify the other parties thereof and (ii) at the option of the Company, the
Revolving Loan Request delivered by the Company pursuant to Section 3.2(a) with respect to



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such Funding Date shall be cancelled or the Revolving Loans requested in such Revolving Loan
Request shall be made as Base Rate Loans.




     (c) The Agent shall, upon written request of the Company or any Bank, deliver to the Company
or such Bank a statement showing the computations used by the Agent in determining the interest
rate applicable to any LIBOR Rate Loan.



     Section 4.4. Commitment Fee. The Company agrees to pay to the Agent for the accounts
of the Banks pro rata in accordance with their respective Percentages an annual
commitment fee equal to 0.08% per annum of the average daily unused amount of the Aggregate
Commitment. Such commitment fee shall be payable quarterly in arrears on the last Business Day of
March, June, September and December of each year (beginning with the last Business Day of December,
2004) until the Commitments have expired or have been terminated and on the date of such expiration
or termination (and, in the case of any Terminating Bank, such Bank’s Termination Date), in each
case for the period then ending for which such commitment fee has not previously been paid.



     Section 4.5. Structuring Fees. The Company agrees promptly to pay to the Agent for
the account of each Bank such fees as have been agreed to by the Company and the Banks.



     Section 4.6. Computation of Interest and Fees. Interest on LIBOR Rate Loans, and
commitment fees shall be computed for the actual number of days elapsed on the basis of a 360-day
year; and interest on Base Rate Loans shall be computed for the actual number of days elapsed on
the basis of a 365/366 day year, as the case may be. The interest rate applicable to each LIBOR
Rate Loan and Base Rate Loan, and (to the extent applicable) after the maturity of any other type
of Loan, the interest rate applicable to such Loan, shall change simultaneously with each change in
the LIBOR Rate or the Base Rate, as applicable.



     SECTION 5. REDUCTION OR TERMINATION OF THE COMMITMENTS; REPAYMENT; PREPAYMENTS.



     Section 5.1. Voluntary Termination or Reduction of the Commitments. The Company may
at any time on at least 5 days’ prior irrevocable notice received by the Agent (which shall
promptly on the same day or on the next Business Day advise each Bank thereof) permanently reduce
the amount of the Commitments (such reduction to be pro rata among the Banks
according to their respective Percentages) to an amount not less than the aggregate principal
amount of all outstanding Loans. Any such reduction shall be in the amount of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof. Concurrently with any such reduction, the
Company shall prepay the principal of any Loans outstanding to the extent that the aggregate amount
of such Loans outstanding shall then exceed the Aggregate Commitment, as so reduced. The Company
may from time to time on like irrevocable notice terminate the Commitments upon payment in full of
all Loans, all interest accrued thereon, all fees and all other obligations of the Company
hereunder.



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     Section 5.2. Prepayments.



     (a) Voluntary Prepayments. The Company may voluntarily prepay Loans without premium
or penalty, except as may be required pursuant to subsection (v) below, in whole or in part;
provided, that (i) each voluntary prepayment under this Section 5.2(a) shall be in an
aggregate principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof,
(ii) except for the voluntary prepayment of the aggregate amount of all Loans outstanding, no such
prepayment shall result in there being less than $10,000,000 in Loans outstanding in the aggregate,
and (iii) the Company shall give the Agent at its Notice Office (which shall promptly advise each
Bank) not less than three Business Days’ prior notice thereof specifying the Loans to be prepaid
and the date and amount of any voluntary prepayment.



     (b) Mandatory Prepayments. If at any time during the period beginning on the date
hereof and ending on the Termination Date, the Company makes a prepayment or payment under the
Deutsche Bank Credit Agreement which causes the aggregate outstanding principal amount of Loans to
exceed the aggregate outstanding principal amount of loans to the Company under the Deutsche Bank
Credit Agreement at such time, the Company shall prepay the Loans in a minimum aggregate amount
equal to such excess on the last day of the Loan Period for each Loan to be prepaid, in the case of
LIBOR Rate Loans, and on the date of such prepayment or payment, in the case of Base Rate Loans.



     (c) Any prepayment made hereunder of principal of any Loan shall include accrued interest to
the date of prepayment on the principal amount being prepaid, and any prepayment of a LIBOR Rate
Loan shall be subject to the provisions of Section 7.4.



     Section 5.3. Term-Out Option. The Company may, by notice to the Agent not less than
10 days prior to the then-effective Termination Date, subject to the conditions set forth below in
this Section 5.3, elect to convert the aggregate outstanding principal amount of the Revolving
Loans of each Bank as of such then-effective Termination Date to a term loan of such Bank in said
amount (herein collectively called “Term Loans” and individually each called a “Term
Loan”). Each Term Loan shall bear interest, from and including such then-effective Termination
Date until the payment thereof in full, at a rate per annum equal to (x) in the case such Term Loan
is a Base Rate Loan, the Base Rate from time to time in effect and (y) in the case such Term Loan
is a LIBOR Rate Loan, the LIBOR Rate applicable to the Loan Period for such Term Loan, and in each
case shall otherwise constitute a Loan for all purposes of this Agreement. The Company agrees to
repay to the Agent for account of the Banks the unpaid principal amount of the Term Loans on the
date 364 days after such then-effective Termination Date or, if such date is not a Business Day,
the immediately preceding Business Day (and any outstanding Note shall be deemed amended
accordingly). Once repaid or prepaid (other than as contemplated by Section 3.2(d)), Term Loans
cannot be reborrowed. Anything in this Section 5.3 to the contrary notwithstanding, any such
conversion shall be subject to the conditions precedent that (i) no Unmatured Event of Default or
Event of Default shall have occurred and be continuing on such then-effective Termination Date and
(ii) the representations and warranties made by the Company in Section 8 shall be true on and as of
such then-effective Termination Date with the same force and effect as if made on and as of such
date. Each notice of conversion delivered by the Company in accordance with this Section 5.3 shall
constitute a certification by



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the Company to the effect set forth in the preceding sentence (both as of the date of such
notice and, unless the Company, after delivery of such notice, otherwise notifies the Agent prior
to such then-effective Termination Date, as of such date). Notwithstanding anything in this
Agreement to the contrary, commitment fees contemplated by Section 4.4 shall cease to accrue after
the effectiveness of the Term-Out Option.




     SECTION 6. MAKING AND PRORATION OF PAYMENTS; SET-OFF; TAXES.



     Section 6.1. Making of Payments. Except as provided in Section 3.2(d), payments
(including those made pursuant to Section 5.1) of principal of, or interest on, the Loans and all
payments of fees and any other payments required to be made by the Company to the Agent hereunder
shall be made by the Company to the Agent in immediately available funds at its Payment Office not
later than 12:00 Noon, New York City time, on the date due; and funds received after that hour
shall be deemed to have been received by the Agent on the next following Business Day. The Agent
shall promptly remit to each Bank its share (if any) of each such payment. All payments under
Section 7 and all payments required to be made hereunder to any Person other than the Agent shall
be made by the Company when due directly to the Persons entitled thereto in immediately available
funds.



     Section 6.2. Pro Rata Treatment; Sharing.



     (a) Except as required pursuant to Section 7 or Section 13.8, each payment or prepayment of
principal of any Loans, each payment of interest on the Loans, each payment of the commitment fee
shall be allocated pro rata among the Banks in accordance with their respective
Percentages.



     (b) If any Bank or other holder of a Loan shall obtain any payment or other recovery (whether
voluntary, involuntary, by application of offset or otherwise) on account of principal of, interest
on or fees or other amounts with respect to any Loan in excess of the share of payments and other
recoveries (exclusive of payments or recoveries under Section 7 or pursuant to Section 13.8) such
Bank or other holder would have received if such payment had been distributed pursuant to the
provisions of Section 6.2(a), such Bank or other holder shall purchase from the other Banks or
holders, in a manner to be specified by the Agent, such participations in the Loans held by them as
shall be necessary so that all such payments of principal and interest with respect to the Loans
shall be shared by the Banks and other holders pro rata in accordance with their
respective Percentages; provided, however, that if all or any portion of the excess
payment or other recovery is thereafter recovered from such purchasing Bank or holder, the purchase
shall be rescinded and the purchase price restored to the extent of such recovery, but without
interest.



     Section 6.3. Set-off. The Company agrees that the Agent, each Bank, each Assignee
and each Participant has all rights of set-off and banker’s lien provided by applicable law, and
the Company further agrees that at any time (i) any amount owing by the Company under this
Agreement is due to any such Person or (ii) any Event of Default exists, each such



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Person may apply to the payment of any amount payable hereunder any and all balances, credits,
deposits, accounts or moneys of the Company then or thereafter with such Person.




     Section 6.4. Taxes, etc. (a) All payments made by the Company to the Agent, any
Bank, any Assignee or any Participant under this Agreement and the Notes shall be made without any
set-off or counterclaim, and free and clear of and without deduction for or on account of any
present or future Covered Taxes now or hereafter imposed (except to the extent that such
withholding or deduction (x) is compelled by law, (y) results from the breach, by the recipient of
a payment, of its agreement contained in Section 6.4(b), Section 6.4(c) or Section 6.4(e) or (z)
would not be required if the representation or warranty contained in the second sentence of Section
6.4(b) were true as of the date of this Agreement, or with respect to a Bank that becomes a Bank
pursuant to Section 13.4.1, Section 13.4.2 or Section 13.8, true at the time such Bank becomes a
Bank hereunder). If the Company is compelled by law to make any such deductions or withholdings of
any Covered Taxes it will:




     (i) pay to the relevant authorities the full amount required to be so withheld or
deducted,




     (ii) except to the extent that such withholding or deduction results from the breach
by the recipient of its agreement contained in Section 6.4(b), Section 6.4(c) or Section
6.4(e) or, if applicable, would not be required if the representation or warranty contained
in the second sentence of Section 6.4(b) were true as of the date of this Agreement, or with
respect to a Bank that becomes a Bank pursuant to Section 13.4.1, Section 13.4.2 or Section
13.8, true at the time such Bank becomes a Bank hereunder, pay such additional amounts as
may be necessary in order that the net amount received by the Agent, each Bank, each
Assignee and each Participant after such deductions or withholdings (including any required
deduction or withholding on such additional amounts) shall equal the amount such payee would
have received had no such deductions or withholdings been made, and




     (iii) promptly forward to the Agent (for delivery to such payee) an official receipt
or other documentation satisfactory to the Agent evidencing such payment to such
authorities.



     Moreover, if any Covered Taxes are directly asserted against the Agent, any Bank, any Assignee
or any Participant, such payee may pay such Covered Taxes, and, upon receipt of an official receipt
or other satisfactory documentation evidencing such payment, the Company shall promptly pay such
additional amount (including, without limitation, any penalties, interest or reasonable expenses)
as may be necessary in order that the net amount received by such payee after the payment of such
Covered Taxes (including any Covered Taxes on such additional amount) shall equal the amount such
payee would have received had no such Covered Taxes been asserted (provided, that the
Agent, the Banks, and any Assignee or Participant shall use reasonable efforts, to the extent
consistent with applicable laws and regulations, to minimize to the extent possible any such
Covered Taxes if they can do so without material cost or legal or regulatory disadvantage). For
purposes of this Section 6.4, a distribution hereunder by the Agent or any Bank to or for the
account of any Bank, Assignee or Participant



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shall be deemed to be a payment by the Company. The Company’s agreement under this Section
6.4 shall survive repayment of the Loans, cancellation of the Notes or any termination of this
Agreement.




     (b) In consideration of, and as a condition to, the Company’s undertakings in Section 6.4(a),
each Bank other than a Bank that is organized and existing under the laws of the United States of
America or any State thereof (a “Non-U.S. Bank”) agrees to execute and deliver to the Agent
at its Payment Office for delivery to the Company, before the first scheduled payment date in each
year, (i) to the extent it acts for its own account with respect to any portion of any sums paid or
payable to such Non-U.S. Bank under this Agreement, two original copies of United States Internal
Revenue Service Forms W-8BEN, W-8ECI or W-8EXP (or any successor forms), as appropriate, properly
completed and duly executed by such Non-U.S. Bank, and claiming complete exemption from withholding
and deduction of United States Federal Taxes, and (ii) to the extent it does not act or has ceased
to act for its own account with respect to any portion of any sums paid or payable to such Bank
under this Agreement (for example, in the case of a typical Participation by such Non-U.S. Bank),
(1) for the portion of any such sums paid or payable with respect to which such Non-U.S. Bank acts
for its own account, two original copies of the forms or statements required to be provided by such
Non-U.S. Bank under subsection (i) of this Section 6.4(b), properly completed and duly executed by
such Non-U.S. Bank and claiming complete exemption from withholding and deduction of United States
Federal Taxes, and (2) for the portion of any such sums paid or payable with respect to which such
Non-U.S. Bank does not act or has ceased to act for its own account, two original copies of United
States Internal Revenue Service Form W-8IMY (or any successor forms), properly completed and duly
executed by such Non-U.S. Bank, together with any information, if any, such Non-U.S. Bank chooses
to transmit with such form, and any other certificate or statement of exemption required under the
Internal Revenue Code or the regulations issued thereunder. Each Bank hereby (i) represents and
warrants to the Company that, at the date of this Agreement, or at the time such Bank becomes a
Bank hereunder, it is entitled to receive payments of principal and interest hereunder without
deduction for or on account of any Taxes imposed by the United States of America or any political
subdivision thereof, and (ii) acknowledges that in the event that after the date of this Agreement
or after the date that a Bank becomes a Bank hereunder, such Bank is no longer entitled to receive
payments or principal and interest hereunder without deduction for or on account of any Taxes
imposed by the United States of America or any political subdivision thereof, such Bank will be
subject to removal pursuant to Section 13.8 hereof.



     (c) Each Non-U.S. Bank hereby agrees, from time to time after the initial delivery by such
Non-U.S. Bank of any forms or other information pursuant to Section 6.4(b), whenever a lapse in
time or change in circumstances renders such forms, certificates or other evidence so delivered
obsolete or inaccurate in any material respect, that such Non-U.S. Bank shall promptly (and in all
events, prior to the next applicable payment date), deliver to the Agent at the Payment Office for
delivery to the Company two original copies of any renewal, amendment or additional or successor
forms, properly completed and duly executed by such Non-U.S. Bank, together with any other
certificate or statement of exemption required by applicable law or regulation in order to (i)
confirm or establish such Non-U.S. Bank’s complete exemption from withholding and deduction of
United States Federal Taxes with respect to payments to such Bank under this Agreement or (ii) in
the case of a change in law after the date



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on which such Non-U.S. Bank became a Bank hereunder that results in a withholding or deduction
of United States Federal Taxes on payments hereunder to such Non-U.S. Bank, establish the status of
such Non-U.S. Bank as other than a United States person for United States Federal tax purposes and,
to the extent entitled under an applicable treaty or other law, claim the benefit of a reduced rate
of withholding and deduction of United States Federal Taxes with respect to any such payments under
an applicable tax treaty of the United States of America, or (iii) if applicable, confirm or
establish that such Non-U.S. Bank does not act for its own account with respect to any portion of
any such payments.




     (d) If the Company determines in good faith that a reasonable basis exists for contesting a
Covered Tax with respect to which the Company has paid an additional amount under this Section 6.4,
the Agent and the Banks, as applicable, shall, subject to Section 6.4(f), cooperate with the
Company in challenging such Covered Tax at the Company’s expense if requested by the Company (it
being understood and agreed that neither the Agent nor any Bank shall have any obligation to
contest, or any responsibility for contesting, any Tax). If the Agent or a Bank has actual
knowledge that it is entitled to receive a refund (whether by way of a direct payment or by clearly
identifiable offset to an amount otherwise owed to the relevant taxing authority) in respect of a
Covered Tax with respect to which the Company has paid an additional amount under this Section 6.4,
it shall promptly notify the Company of the availability of such refund (unless it was made aware
of such refund by the Company) and shall, within 30 days after the receipt of a request from the
Company, apply for such refund at the Company’s expense. If the Agent or any Bank receives a
refund (whether by way of a direct payment or by clearly identifiable offset to an amount otherwise
owed to the relevant taxing authority) of any Covered Tax with respect to which the Company has
paid an additional amount under this Section 6.4 which, in the reasonable good faith judgment of
the Agent or such Bank, as the case may be, is allocable to such payment made under this Section
6.4, the amount of such refund (together with any interest received thereon) shall be paid to the
Company, but only to the extent of the additional amounts received from the Company, provided
that, in the case of a Covered Tax the Company was required to deduct and withhold under this
Section 6.4, the Company deducted and withheld such Covered Tax in full as and when required
pursuant to this Section 6.4, provided further, that if such refund subsequently becomes
unavailable or must be returned, this will be treated as a Covered Tax indemnifiable under this
Section 6.4.



     (e) Each Bank that is organized and existing under the laws of the United States of America
or any State thereof (a “U.S. Bank”) agrees to execute and deliver to the Agent at the
Payment Office for delivery to the Company, on or before the date of this Agreement or on or before
the date such Bank becomes a Bank hereunder and on or before the date on which such Bank ceases to
act for its own account with respect to the applicable portion of any sums paid or payable to such
U.S. Bank and before the first scheduled payment date in each subsequent year a copy of United
States Internal Revenue Service Form W-9 (or any successor forms) properly completed and duly
executed by such U.S. Bank, and claiming that it is organized and existing under the laws of the
United States of America or any State thereof.



     (f) Nothing contained in this Section 6.4 shall require any Bank to make available its tax
returns (or any other information relating to its taxes that it deems confidential) to the Company
or any other Person.



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     (g) Each Bank shall promptly notify the Company and the Agent of any event of which it has
knowledge, occurring after the date hereof, which will entitle such Bank to receipt of additional
amounts pursuant to this Section 6.4 and will designate a different Funding Office if such
designation will avoid the need for, or reduce the amount of, such amounts and will not, in such
Bank’s sole discretion, be otherwise disadvantageous to such Bank.



     SECTION 7. INCREASED COSTS AND SPECIAL PROVISIONS FOR LIBOR RATE LOANS.



     Section 7.1. Increased Costs. (a) If after the date hereof, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Bank (or any Funding Office
of such Bank) with any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency,




     (A) shall subject any Bank (or any Funding Office of such Bank) to any tax, duty or
other charge with respect to its LIBOR Rate Loans, its Notes or its obligation to make LIBOR
Rate Loans, or shall change the basis of taxation of payments to any Bank (or any Funding
Office of such Bank) of the principal of or interest on its LIBOR Rate Loans or any other
amounts due under this Agreement in respect of its LIBOR Rate Loans or its obligation to
make LIBOR Rate Loans (except for changes in the rate of tax on the overall net income of
such Bank or its Funding Office imposed by any Governmental Authority of the country in
which such Bank is incorporated or in which such Bank’s Funding Office is located);




     (B) shall impose, modify or deem applicable any reserve (including, without
limitation, any reserve imposed by the Board of Governors of the Federal Reserve System, but
excluding any reserve included in the determination of additional interest pursuant to
Section 4.1), special deposit, assessment (including any assessment for insurance of
deposits) or similar requirement against assets of, deposits with or for the account of, or
credit extended by, any Bank (or any Funding Office of such Bank); or




     (C) shall impose on any Bank (or any Funding Office of such Bank) any other condition
affecting its LIBOR Rate Loans, its Notes or its obligation to make or maintain LIBOR Rate
Loans;


and the result of any of the foregoing is to increase the cost to (or to impose an additional cost
on) such Bank (or any Funding Office of such Bank) of making or maintaining any LIBOR Rate Loan, or
to reduce the amount of any sum received or receivable by such Bank (or such Bank’s Funding Office)
under this Agreement or under its Notes with respect thereto, then within 10 days after demand by
such Bank (which demand shall be accompanied by a statement setting forth the basis of such
demand), the Company shall pay directly to such Bank such additional




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amount or amounts as will compensate such Bank for such increased cost or such reduction (without
duplication of any amounts which have been paid or reimbursed).




     (b) If, after the date hereof, any Bank shall determine that the adoption, effectiveness or
phase-in of any applicable law, rule, guideline or regulation regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or any Funding Office of such Bank or any Person controlling
such Bank) with any request or directive regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on the capital of such Bank or any Person controlling such
Bank as a consequence of its obligations hereunder to a level below that which such Bank or such
controlling Person could have achieved but for such adoption, change or compliance (taking into
consideration such Bank’s or such controlling Person’s policies with respect to capital adequacy),
then, from time to time, within 10 days after demand by such Bank (which demand shall be
accompanied by a statement setting forth the basis of such demand), the Company shall pay directly
to such Bank such additional amount or amounts as will compensate such Bank or such controlling
Person for such reduction.



     (c) Each Bank shall promptly notify the Company and the Agent of any event of which it has
knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant
to this Section 7.1 and will designate a different Funding Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in such Bank’s sole
judgment, be otherwise disadvantageous to such Bank.



     Section 7.2. Basis for Determining Interest Rate Inadequate or Unfair. If with
respect to the Loan Period for any LIBOR Rate Loan:




     (a) the Telerate Page is not available and the Agent is unable to determine the LIBOR
Rate in accordance with Section 4.3(b) and is advised by the Reference Bank that deposits in
Dollars (in the applicable amounts) are not being offered to the Reference Bank in the
relevant market for such Loan Period, or the Agent otherwise determines (which determination
shall be binding and conclusive on all parties) that, by reason of circumstances affecting
the LIBOR market, adequate and reasonable means do not exist for ascertaining the applicable
LIBOR Rate; or




     (b) the Required Banks advise the Agent that the LIBOR Rate as determined by the Agent
will not adequately and fairly reflect the cost to such Required Banks of maintaining or
funding LIBOR Rate Loans for such Loan Period, or that the making or funding of LIBOR Rate
Loans has become impracticable as a result of an event occurring after the date of this
Agreement which in such Required Banks’ opinion materially affects LIBOR Rate Loans,


then (i) the Agent shall promptly notify the other parties thereof and (ii) so long as such
circumstances shall continue, (A) no Bank shall be under any obligation to make any LIBOR




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Rate Loan and (B) and any Loan to be made by a Bank pursuant to a Revolving Loan Request by the
Company shall be made as a Base Rate Loan.




     Section 7.3. Changes in Law Rendering Certain Loans Unlawful. In the event that any
change in (including the adoption of any new) applicable laws or regulations, or in the
interpretation of applicable laws or regulations by any Governmental Authority or other regulatory
body charged with the administration thereof, should make it (or in the good faith judgment of such
Bank raise a substantial question as to whether it is) unlawful for a Bank to make, maintain or
fund any LIBOR Rate Loan, then (a) such Bank shall promptly notify each of the other parties
hereto, (b) upon the effectiveness of such event and so long as such unlawfulness shall continue,
the obligation of such Bank to make LIBOR Rate Loans shall be suspended and any Loan to be made by
such Bank pursuant to a Revolving Loan Request by the Company shall be made as a Base Rate Loan,
and (c) on the last day of the current Loan Period for such Bank’s LIBOR Rate Loans (or, in any
event, if such Bank so requests on such earlier date as may be required by the relevant law,
regulation or interpretation) such Bank’s Loans which are LIBOR Rate Loans shall cease to be
maintained as LIBOR Rate Loans and shall thereafter bear interest at a floating rate per annum
equal to the Base Rate. If at any time the event giving rise to such unlawfulness shall no longer
exist, then such Bank shall promptly notify the Company and the Agent.



     Section 7.4. Funding Losses. The Company hereby agrees that upon demand by any Bank
(which demand shall be accompanied by a statement setting forth the basis for the calculations of
the amount being claimed) the Company will indemnify such Bank against any net loss or expense
which such Bank may sustain or incur (including, without limitation, any net loss or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such
Bank to fund or maintain any LIBOR Rate Loan), as reasonably determined by such Bank, as a result
of (a) any payment or mandatory or voluntary prepayment (including, without limitation, any payment
pursuant to Section 7.3 or any payment resulting from acceleration) of any LIBOR Rate Loan of such
Bank on a date other than the last day of the Loan Period for such Loan or (b) any failure of the
Company to borrow any Revolving Loan on the originally scheduled Funding Date specified therefor
pursuant to this Agreement (including, without limitation, any failure to borrow resulting from any
failure to satisfy the conditions precedent to such borrowing). For this purpose, all notices to
the Agent pursuant to this Agreement shall be deemed to be irrevocable.



     Section 7.5. Discretion of Banks as to Manner of Funding. Notwithstanding any
provision of this Agreement to the contrary (but subject to Section 7.1(c)), each Bank shall be
entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees
fit, it being understood, however, that for the purposes of this Agreement all determinations
hereunder shall be made as if such Bank had actually funded and maintained each LIBOR Rate Loan
during the Loan Period for such Loan through the purchase of deposits having a maturity
corresponding to such Loan Period and bearing an interest rate equal to the rate borne by such Loan
for such Loan Period.



     Section 7.6. Conclusiveness of Statements; Survival of Provisions. Determinations
and statements of any Bank pursuant to this Section 7 shall be conclusive absent



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demonstrable error, and each Bank may use reasonable averaging and attribution methods in
determining compensation pursuant to Section 7.1 or 7.4. The provisions of this Section 7 shall
survive termination of this Agreement and payment of the Loans.




     SECTION 8. REPRESENTATIONS AND WARRANTIES.



     To induce the Banks to enter into this Agreement and to make Loans hereunder, the Company
hereby makes the following representations and warranties to the Agent and the Banks, which
representations and warranties shall survive the execution and delivery of this Agreement and the
Notes and the disbursement of the initial Loans hereunder:



     Section 8.1. Organization, etc. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of California; each corporate Subsidiary
is a corporation duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation; each other Subsidiary (if any) is an entity duly organized and
validly existing under the laws of the jurisdiction of its organization; and each of the Company
and each Subsidiary has the power to own its property and to carry on its business as now being
conducted and is duly qualified and in good standing as a foreign corporation or other entity
authorized to do business in each jurisdiction where, because of the nature of its activities or
properties, such qualification is required, except where the failure to be so qualified or in good
standing could not reasonably be expected to have a Material Adverse Effect.



     Section 8.2. Authorization; Consents; No Conflict. The execution and delivery by the
Company of this Agreement and the Notes, the borrowings hereunder and the performance by the
Company of its obligations under this Agreement and the Notes (a) are within the corporate powers
of the Company, (b) have been duly authorized by all necessary corporate action on the part of the
Company, (c) have received all necessary approvals, authorizations, consents, registrations,
notices, exemptions and licenses (if any shall be required) from Governmental Authorities and other
Persons, except for any such approvals, authorizations, consents, registrations, notices,
exemptions or licenses non-receipt of which could not reasonably be expected to have a Material
Adverse Effect, (d) do not and will not contravene or conflict with any provision of (i) law, (ii)
any judgment, decree or order to which the Company or any Subsidiary is a party or by which the
Company or any Subsidiary is bound, (iii) the charter, by-laws or other organizational documents of
the Company or any Subsidiary or (iv) any provision of any agreement or instrument binding on the
Company or any Subsidiary, or any agreement or instrument of which the Company is aware affecting
the properties of the Company or any Subsidiary, except with respect to (i), (ii) and (iv) above,
for any such contravention or conflict which could not reasonably be expected to have a Material
Adverse Effect and (e) do not and will not result in or require the creation or imposition of any
Lien on any of the Company’s or its Subsidiaries’ properties.



     Section 8.3. Validity and Binding Nature. This Agreement is, and the Notes (if any)
when duly executed and delivered will be, legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms, subject to



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bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general equity principles.




     Section 8.4. Financial Statements. The Company’s audited consolidated financial
statements as at December 31, 2004, a copy of which has been furnished to each Bank, have been
prepared in conformity with generally accepted accounting principles in the United States of
America applied on a basis consistent with that of the preceding fiscal year and fairly present the
financial condition of the Company and its Subsidiaries as at such date and the results of their
operations for the year then ended.



     Section 8.5. Litigation and Contingent Liabilities. All Litigation Actions, taken as
a whole, could not reasonably be expected to have a Material Adverse Effect. Other than any
liability incident to such Litigation Actions or provided for or disclosed in the financial
statements referred to in Section 8.4, neither the Company nor any Subsidiary has any contingent
liabilities which are material to the business, credit, operations or financial condition of the
Company and its Subsidiaries taken as a whole.



     Section 8.6. Employee Benefit Plans. Each employee benefit plan (as defined in
Section 3(3) of ERISA) maintained or sponsored by the Company or any Subsidiary complies in all
material respects with all applicable requirements of law and regulations. During the
twelve-consecutive-month period prior to the execution and delivery of this Agreement, (i) no steps
have been taken to terminate any Plan and no contribution failure has occurred with respect to any
Plan sufficient to give rise to a lien under Section 302(f) of ERISA, (ii) no Reportable Event has
occurred with respect to any Plan and (iii) neither the Company nor any ERISA Affiliate has either
withdrawn or instituted steps to withdraw from any Multiemployer Plan, except in any such case for
actions which individually or in the aggregate could not reasonably be expected to have a Material
Adverse Effect. No condition exists or event or transaction has occurred in connection with any
Plan which could reasonably be expected to result in the incurrence by the Company or any
Subsidiary of any material liability, fine or penalty (imposed by Section 4975 of the Code or
Section 502(i) of ERISA or otherwise). Neither the Company nor any ERISA Affiliate is a member of,
or contributes to, any Multiemployer Plan as to which the potential withdrawal liability based upon
the most recent actuarial report could reasonably be expected to have a Material Adverse Effect.
Neither the Company nor any Subsidiary has any material contingent liability with respect to any
post retirement benefit under an employee welfare benefit plan (as defined in section 3(i) of
ERISA), other than liability for continuation coverage described in Part 6 of Title I of ERISA.



     Section 8.7. Investment Company Act. The Company is not an “investment company” or a
company “controlled” by an “investment company”, within the meaning of the Investment Company Act
of 1940, as amended.



     Section 8.8. Public Utility Holding Company Act. Neither the Company nor any
Subsidiary is a “holding company”, or a “subsidiary company” of a “holding company”, or an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the
meaning of the Public Utility Holding Company Act of 1935, as amended.



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     Section 8.9. Regulation U. Neither the Company nor any Subsidiary is engaged
principally, or as one of its important activities, in the business of extending credit for the
purpose of buying or carrying margin stock (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System as amended from time to time).



     Section 8.10. Compliance with Applicable Laws, etc. The Company and its Subsidiaries
are in compliance with the requirements of all applicable laws, rules, regulations and orders of
all Governmental Authorities (including, without limitation, ERISA and all applicable environmental
laws), except for noncompliance that could not reasonably be expected to have a Material Adverse
Effect. Neither the Company nor any Subsidiary is in default under any agreement or instrument to
which the Company or such Subsidiary is a party or by which it or any of its properties or assets
is bound, which default could reasonably be expected to have a Material Adverse Effect on the
business, credit, operations or financial condition of the Company and its Subsidiaries taken as a
whole. No Event of Default or Unmatured Event of Default has occurred and is continuing.



     Section 8.11. Insurance. Each of the Company and each Subsidiary maintains, or, in
the case of any property owned by the Company or any Subsidiary and leased to lessees, has
contractually required such lessees to maintain, insurance with financially sound and reputable
insurers to such extent and against such hazards and liabilities as is commonly maintained, or
caused to be maintained, as the case may be, by companies similarly situated.



     Section 8.12. Taxes. Each of the Company and each Subsidiary has filed all tax
returns which are required to have been filed and has paid, or made adequate provisions for the
payment of, all of its Taxes which are due and payable, except such Taxes, if any, as are being
contested in good faith and by appropriate proceedings and as to which such reserves or other
appropriate provisions as may be required by generally accepted accounting principles have been
established and except where failure to pay such Taxes, individually or in the aggregate, cannot
reasonably be expected to have a Material Adverse Effect.



     Section 8.13. Use of Proceeds. The proceeds of the Loans will be used by the Company
for general corporate purposes.



     Section 8.14. Pari Passu. All obligations and liabilities of the Company hereunder
shall rank at least equally and ratably (pari passu) in priority with all other
unsubordinated, unsecured obligations of the Company to any other creditor.



     SECTION 9. COVENANTS.



     Until the expiration or termination of the Commitments, and thereafter until all obligations
of the Company hereunder and under the Notes are paid in full, the Company agrees that, unless at
any time the Required Banks shall otherwise expressly consent in writing, it will:



     Section 9.1. Reports, Certificates and Other Information. Furnish to the Agent with
sufficient copies for each Bank which the Agent shall promptly furnish to each Bank:



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     9.1.1. Audited Financial Statements. As soon as available, and in any event
within 95 days after each fiscal year of the Company, a copy of the audited financial
statements and annual audit report of the Company and its Subsidiaries for such fiscal year
prepared on a consolidated basis and in conformity with generally accepted accounting
principles in the United States of America and certified by PricewaterhouseCoopers LLP or by
another independent certified public accountant of recognized national standing selected by
the Company and satisfactory to the Required Banks.




     9.1.2. Interim Reports. As soon as available, and in any event within 50 days
after each quarter (except the last quarter) of each fiscal year of the Company, a copy of
the unaudited financial statements of the Company and its Subsidiaries for such quarter
prepared in a manner consistent with the audited financial statements referred to in Section
9.1.1, signed by the Company’s chief financial officer and consisting of at least a balance
sheet as at the close of such quarter and statements of earnings and cash flows for such
quarter and for the period from the beginning of such fiscal year to the close of such
quarter.




     9.1.3. Certificates. Contemporaneously with the furnishing of a copy of each
annual audit report and of each set of quarterly statements provided for in this Section
9.1, a certificate of the Company dated the date of delivery of such annual report or such
quarterly statements and signed by the Company’s chief financial officer, to the effect that
no Event of Default or Unmatured Event of Default has occurred and is continuing, or, if
there is any such event, describing it and the steps, if any, being taken to cure it and
containing a computation of, and showing compliance with, each of the financial ratios and
restrictions contained in this Section 9.




     9.1.4. Certain Notices. Forthwith upon learning of the occurrence of any of
the following, written notice thereof, describing the same and the steps being taken by the
Company or the Subsidiary affected with respect thereto:




     (i) the occurrence of an Event of Default or an Unmatured Event of Default;




     (ii) the institution of any Litigation Action; provided, that the
Company need not give notice of any new Litigation Action unless such Litigation
Action, together with all other pending Litigation Actions, could reasonably be
expected to have a Material Adverse Effect;




     (iii) the entry of any judgment or decree against the Company or any
Subsidiary if the aggregate amount of all judgments and decrees then outstanding
against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the
amount with respect to which the Company or any Subsidiary is insured and with
respect to which the insurer has not denied coverage in writing and (ii) the amount
for which the Company or any Subsidiary is otherwise indemnified if the



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terms of such indemnification are satisfactory to the Agent and the Required
Banks;




     (iv) the occurrence of a Reportable Event with respect to any Plan; the
institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other
Person to terminate any Plan; the institution of any steps by the Company or any
ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase
in the contingent liability of the Company or any Subsidiary with respect to any
post-retirement welfare benefits; or the failure of the Company or any other Person
to make a required contribution to a Plan if such failure is sufficient to give rise
to a lien under Section 302(f) of ERISA; provided, however, that no
notice shall be required of any of the foregoing unless the circumstance could
reasonably be expected to have a Material Adverse Effect; or




     (v) the occurrence of a material adverse change in the business, credit,
operations or financial condition of the Company and its Subsidiaries taken as a
whole.




     9.1.5. SEC Filings. Promptly after the filing or making thereof, copies of all
8-K’s (other than 8-K’s relating solely to the issuance by the Company of securities
pursuant to an effective registration statement), 10-Q’s, 10-K’s, and other material reports
or registration statements filed by the Company or any Subsidiary with or to any securities
exchange or the Securities and Exchange Commission.




     9.1.6. Other Information. From time to time such other information concerning
the Company and its Subsidiaries as any Bank or the Agent may reasonably request.



     Section 9.2. Existence. Maintain and preserve, and, subject to the proviso in
Section 9.9, cause each Subsidiary to maintain and preserve, its respective existence as a
corporation or other form of business organization, as the case may be, and all rights, privileges,
licenses, patents, patent rights, copyrights, trademarks, trade names, franchises and other
authority to the extent material and necessary for the conduct of its respective business in the
ordinary course as conducted from time to time, except as may be determined by the Board of
Directors of the Company in good faith that a Subsidiary that is not necessary or material to the
business of the Company in its ordinary course as conducted from time to time.



     Section 9.3. Nature of Business. Subject to Section 9.2, engage, and cause each
Subsidiary to engage, in substantially the same fields of business as it is engaged in on the date
hereof.



     Section 9.4. Books, Records and Access.



     (a) Maintain, and cause each Subsidiary to maintain, complete and accurate books and records
in which full and correct entries in conformity with generally accepted accounting principles in
the United States of America shall be made of all dealings and transactions in relation to its
respective business and activities.



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     (b) Permit, and cause each Subsidiary to permit, access by the Agent and each Bank to the
books and records of the Company and such Subsidiary during normal business hours, and permit, and
cause each Subsidiary to permit, the Agent and each Bank to make copies of such books and records
upon reasonable notice and as often as may be reasonably requested.



     Section 9.5. Insurance. Maintain, and cause each Subsidiary to maintain, such
insurance as is described in Section 8.11.



     Section 9.6. Repair. Maintain, preserve and keep, and cause each Subsidiary to
maintain, preserve and keep, its material properties in good repair, working order and condition,
ordinary wear and tear excepted. In the case of properties leased by the Company or any Subsidiary
to lessees, the Company may satisfy its obligations related to such properties under the previous
sentence by contractually requiring, or by causing each Subsidiary to contractually require, such
lessees to perform such obligations.



     Section 9.7. Taxes. Pay or cause to be paid, and cause each Subsidiary to pay, or
cause to be paid, prior to the imposition of any penalty or fine, all of its Taxes, unless and only
to the extent that the Company or such Subsidiary, as the case may be, is contesting any such Taxes
in good faith and by appropriate proceedings and the Company or such Subsidiary has set aside on
its books such reserves or other appropriate provisions therefor as may be required by generally
accepted accounting principles in the United States of America, except where failure to pay such
Taxes, individually or in the aggregate, cannot reasonably be expected to have a Material Adverse
Effect.



     Section 9.8. Compliance. Comply, and cause each Subsidiary to comply with all
statutes (including without limitation ERISA) and governmental rules and regulations applicable to
it except to the extent noncompliance could not reasonably be expected to have a Material Adverse
Effect.



     Section 9.9. Sale of Assets. Not, and not permit any Subsidiary to, transfer,
convey, lease (except for in the ordinary course of business) or otherwise dispose of all or
substantially all of the assets of the Company and its Subsidiaries taken as a whole;
provided, however, that any Wholly-owned Subsidiary may sell, transfer, convey,
lease or assign all or a substantial part of its assets to the Company or another Wholly-owned
Subsidiary if immediately thereafter and after giving effect thereto no Event of Default or
Unmatured Event of Default shall have occurred and be continuing.



     Section 9.10. Consolidated Indebtedness to Consolidated Tangible Net Worth Ratio.
Not permit the ratio of Consolidated Indebtedness to Consolidated Tangible Net Worth to exceed 600%
on and as of the last day of any fiscal year or 650% at any other time.



     Section 9.11. Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage
Ratio on the last day of any quarter of any fiscal year of the Company to be less than 110%.



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     Section 9.12. Consolidated Tangible Net Worth. Not permit the Company’s Consolidated
Tangible Net Worth to be less than $3,500,000,000 minus, to the extent included in the
calculation of Consolidated Tangible Net Worth, other comprehensive income of the Company and its
Subsidiaries (or, in the case of a comprehensive income deficit, plus the amount of such
deficit) plus 50% of (a) the cumulative net income (but without deduction for cumulative
net losses) of the Company and its Subsidiaries since December 31, 2002 determined on a
consolidated basis in accordance with United States of America generally accepted accounting
principles, (b) the cumulative equity capital contributions from AIG or any of its direct or
indirect Subsidiaries since December 31, 2002 and (c) the net proceeds from the sale of preferred
stock, in each case for the period from December 31, 2002 to and including the date of any
determination hereunder.



     Section 9.13. Restricted Payments. Not declare or pay any dividends whatsoever or
make any distribution on any capital stock of the Company (except in shares of, or warrants or
rights to subscribe for or purchase shares of, capital stock of the Company), and not permit any
Subsidiary to, make any payment to acquire or retire shares of capital stock of the Company, in
each case at any time when (i) an Event of Default as described in Section 11.1 has occurred and is
continuing and there are Loans outstanding hereunder or (ii) an Event of Default as described in
Section 11.1.1 has occurred and is continuing and there are no Loans outstanding hereunder;
provided, however, that notwithstanding the foregoing, this Section 9.13 shall not
prohibit (x) the payment of dividends on any of the Company’s market auction preferred stock that
was sold to the public pursuant to an effective registration statement under the Securities Act of
1933 or (y) the payment of dividends within 30 days of the declaration thereof if such declaration
was not prohibited by this Section 9.13.



     Section 9.14. Liens. Not, and not permit any Subsidiary to, create or permit to
exist any Lien upon or with respect to any of its properties or assets of any kind, now owned or
hereafter acquired, or on any income or profits therefrom, except for




     (a) Liens existing on the date hereof that are reflected in the financial statements
of the Company dated prior to the date hereof;




     (b) Liens to secure the payment of all or any part of the purchase price of any
property or assets or to secure any Indebtedness incurred by the Company or a Subsidiary to
finance the acquisition of any property or asset. For the avoidance of doubt, Liens
securing Indebtedness relating to ECA Financings or Eximbank financings shall be permitted
hereunder;




     (c) Liens securing the Indebtedness of a Subsidiary owing to the Company or to a
Wholly-owned Subsidiary;




     (d) Liens on property of a corporation existing at the time such corporation is merged
into or consolidated with the Company or a Subsidiary or at the time of a purchase, lease or
other acquisition of the properties of a corporation or firm as an entirety or substantially
as an entirety by the Company or a Subsidiary; provided, that any such Lien shall
not extend to or cover any assets or properties of the Company or such



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Subsidiary owned by the Company or such Subsidiary prior to such merger, consolidation,
purchase, lease or acquisition, unless otherwise permitted under this Section 9.14;




     (e) leases, subleases or licenses granted to others in the ordinary and usual course
of the Company’s business;




     (f) easements, rights of way, restrictions and other similar charges or encumbrances
not interfering in any material respect with the ordinary conduct of the business of the
Company or any Subsidiary;




     (g) banker’s Liens arising, other than by contract, in the ordinary and usual course
of the Company’s business;




     (h) Liens incurred or deposits made in the ordinary course of business in connection
with surety and appeal bonds, leases, government contracts, performance and return-of-money
bonds and other similar obligations (exclusive of obligations for the payment of borrowed
money); provided, however, that the obligation so secured is not overdue or
is being contested in good faith and by appropriate proceedings diligently pursued;




     (i) any replacement or successive replacement in whole or in part of any Lien referred
to in the foregoing clauses (a) to (h), inclusive; provided, however, that
the principal amount of any Indebtedness secured by the Lien shall not be increased and the
principal repayment schedule and maturity of such Indebtedness shall not be extended and (i)
such replacement shall be limited to all or a part of the property which secured the Lien so
replaced (plus improvements and construction on such property) or (ii) if the
property which secured the Lien so replaced has been destroyed, condemned or damaged and
pursuant to the terms of the Lien other property has been substituted therefor, then such
replacement shall be limited to all or part of such substituted property;




     (j) Liens created by or resulting from any litigation or other proceeding which is
being contested in good faith by appropriate proceedings, including Liens arising out of
judgments or awards against the Company or any Subsidiary with respect to which the Company
or such Subsidiary is in good faith prosecuting an appeal or proceedings for review; Liens
incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge
in the course of any litigation or other proceeding to which the Company or such Subsidiary
is a party; or Liens created by or resulting from any litigation or other proceeding that
would not result in an Event of Default hereunder;




     (k) carrier’s, warehouseman’s, mechanic’s, landlord’s and materialmen’s Liens, Liens
for Taxes, assessments and other governmental charges and other Liens arising in the
ordinary course of business, securing obligations that are not incurred in connection with
the obtaining of any advance or credit and which are either not overdue or are being
contested in good faith and by appropriate proceedings diligently pursued; and



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     (l) other Liens securing Indebtedness of the Company or any Subsidiary in an aggregate
amount which, together with all other outstanding Indebtedness of the Company and the
Subsidiaries secured by Liens not listed in clauses (a) through (k) of this Section 9.14,
does not at the time exceed 12.5% of the Consolidated Tangible Net Assets of the Company as
shown on its audited consolidated financial statements as of the end of the fiscal year
preceding the date of determination.



     Section 9.15. Use of Proceeds. Not permit any proceeds of the Loans to be used,
either directly or indirectly,




     (a) for the payment of any dividend or for the repurchase of any of the Company’s
equity securities;




     (b) for the purpose, whether immediate, incidental or ultimate, of buying or carrying
any margin stock within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System, as amended from time to time;




     (c) for the purpose, whether immediate, incidental or ultimate, of acquiring directly
or indirectly any of the outstanding shares of voting stock of any corporation which (i) has
announced that it will oppose such acquisition or (ii) has commenced any litigation which
alleges that any such acquisition violates, or will violate, applicable law; or




     (d) for any other purpose except for general corporate purposes.



     SECTION 10. CONDITIONS TO LENDING.



     Section 10.1. Conditions Precedent to All Loans. Each Bank’s obligation to make each
Loan is subject to the following conditions precedent:




     10.1.1. No Default. (a) No Event of Default or Unmatured Event of Default has
occurred and is continuing or will result from the making of such Loan, (b) the
representations and warranties contained in Section 8 are true and correct in all material
respects as of the date of such requested Loan, with the same effect as though made on the
date of such Loan (it being understood that each request for a Loan shall automatically
constitute a representation and warranty by the Company that, as at the requested date of
such Loan, (x) all conditions under this Section 10.1.1 shall be satisfied and (y) after the
making of such Loan the aggregate principal amount of all outstanding Loans will not exceed
the lesser of (i) the Aggregate Commitment or (ii) the aggregate outstanding principal
amount of loans to the Company under the Deutsche Bank Credit Agreement).




     10.1.2. Documents. The Agent shall have received (a) a certificate signed by
an Authorized Officer of the Company as to compliance with Section 10.1.1, which requirement
shall be deemed satisfied by the submission of a properly completed



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Revolving Loan Request and (b) such other documents as the Agent may reasonably request
in support of such Loan.




     10.1.3. Litigation. No Litigation Action not disclosed in writing by the
Company to the Agent and the Banks prior to the date of the last previous Loan hereunder
(or, in the case of the initial Loan, prior to the date of execution and delivery of this
Agreement) (“New Litigation”) has been instituted and no development not so
disclosed has occurred in any other Litigation Action (“Existing Litigation”),
unless the resolution of all New Litigation and Existing Litigation against the Company and
its Subsidiaries could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.



     Section 10.2. Conditions to the Availability of the Commitments. The obligations of
each Bank hereunder are subject to the satisfaction of each of the following conditions precedent,
and the Banks’ Commitments shall not become available until the date on which the Agent has
determined that each of the following conditions precedent shall have been satisfied or, to the
extent not so satisfied, waived in writing by the Required Banks (the “Closing Date”):




     10.2.1. Revolving Credit Agreement. The Agent shall have received this
Agreement duly executed and delivered by each of the Banks and the Company.




     10.2.2. Evidence of Corporate Action. The Agent shall have received certified
copies of all corporate actions taken by the Company to authorize this Agreement and the
Notes and the articles of incorporation and by-laws of the Company.




     10.2.3. Incumbency and Signatures. The Agent shall have received a certificate
of the Secretary or an Assistant Secretary of the Company certifying the names of the
officer or officers of the Company authorized to sign this Agreement, the Notes and the
other documents provided for in this Agreement to be executed by the Company, together with
a sample of the true signature of each such officer (it being understood that the Agent and
each Bank may conclusively rely on such certificate until formally advised by a like
certificate of any changes therein).




     10.2.4. Good Standing Certificates. The Agent shall have received such good
standing certificates of state officials with respect to the incorporation of the Company,
or other matters, as the Agent or the Banks may reasonably request.




     10.2.5. Opinions of Company Counsel. The Agent shall have received favorable
written opinion of the General Counsel of the Company, in substantially the form of Exhibit
D.




     10.2.6. Opinion of Agent’s Counsel. The Agent shall have received a favorable
written opinion of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to the
Agent, with respect to such legal matters as the Agent reasonably may require.



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     10.2.7. Other Documents. The Agent shall have received such other certificates
and documents as the Agent or the Banks reasonably may require.




     10.2.8. Fees. The Agent shall have received for the account of the Agent the
Agent’s fees payable to the Closing Date pursuant to Section 4.5 hereof.




     10.2.9. Material Adverse Change. The Agent shall have received a certificate
of the Company’s chief financial officer confirming that since the date of the audited

financial statements identified in Section 8.4 hereof, there shall not have occurred any
material adverse change in the business, credit, operations or financial condition of the
Company and its Subsidiaries taken as a whole.



     SECTION 11. EVENTS OF DEFAULT AND THEIR EFFECT.



     Section 11.1. Events of Default. Each of the following shall constitute an Event of
Default under this Agreement:




     11.1.1. Non-Payment of the Loans, etc. Default in the payment when due of any
principal of any Loan, or default and continuance thereof for three Business Days in the
payment when due of any interest on any Loan, any fees or any other amounts payable by the
Company hereunder.




     11.1.2. Non-Payment of Other Indebtedness for Borrowed Money. Default in the
payment when due (subject to any applicable grace period), whether by acceleration or
otherwise, of any principal of, interest on or fees incurred in connection with any other
Indebtedness of, or Guaranteed by, the Company or any Significant Subsidiary (except (i) any
such Indebtedness of any Subsidiary to the Company or to any other Subsidiary and (ii) any
Indebtedness hereunder) and, if a default in the payment of interest or fees, continuance of
such default for five days, in the case of interest, or 30 days, in the case of fees, or
default in the performance or observance of any obligation or condition with respect to any
such other Indebtedness if the effect of such default (subject to any applicable grace
period) is to accelerate the maturity of any such Indebtedness or to permit the holder or
holders thereof, or any trustee or agent for such holders, to cause such Indebtedness to
become due and payable prior to its expressed maturity; provided, however,
that the aggregate principal amount of all Indebtedness as to which there has occurred any
default as described above shall equal or exceed $50,000,000.




     11.1.3. Bankruptcy, Insolvency, etc. The Company or any Significant
Subsidiary becomes insolvent or generally fails to pay, or admits in writing its inability
or refusal to pay, debts as they become due; or the Company or any Significant Subsidiary
applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other
custodian for the Company or such Significant Subsidiary or any property thereof, or makes a
general assignment for the benefit of creditors; or, in the absence of such application,
consent or acquiescence, a trustee, receiver or other custodian is appointed for the Company
or any Significant Subsidiary or for a substantial part of the property of any thereof and
is not



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     discharged within 60 days; or any warrant of attachment or similar legal process is
issued against any substantial part of the property of the Company or any of its Significant
Subsidiaries which is not released within 60 days of service; or any bankruptcy,
reorganization, debt arrangement, or other case or proceeding under any bankruptcy or
insolvency law, or any dissolution or liquidation proceeding (except the voluntary
dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is
commenced in respect of the Company or any Significant Subsidiary, and, if such case or
proceeding is not commenced by the Company or such Significant Subsidiary it is consented to
or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days
undismissed; or the Company or any Significant Subsidiary takes any corporate action to
authorize, or in furtherance of, any of the foregoing.




     11.1.4. Non-Compliance with this Agreement. Failure by the Company to comply
with or to perform any of the Company’s covenants herein or any other provision of this
Agreement (and not constituting an Event of Default under any of the other provisions of
this Section 11.1) and continuance of such failure for 60 days (or, if the Company failed to
give notice of such noncompliance or nonperformance pursuant to Section 9.1.4 within one
Business Day after obtaining actual knowledge thereof, 60 days less the number of days
elapsed between the date the Company obtained such actual knowledge and the date the Company
gives the notice pursuant to Section 9.1.4, but in no event less than one Business Day)
after notice thereof to the Company from the Agent, any Bank, or the holder of any Note.




     11.1.5. Representations and Warranties. Any representation or warranty made by
the Company herein is untrue or misleading in any material respect when made or deemed made;
or any schedule, statement, report, notice, or other writing furnished by the Company to the
Agent or any Bank is false or misleading in any material respect on the date as of which the
facts therein set forth are stated or certified; or any certification made or deemed made by
the Company to the Agent or any Bank is untrue or misleading in any material respect on or
as of the date made or deemed made.




     11.1.6. Employee Benefit Plans. The occurrence of any of the following events,
provided that such event would reasonably be expected to require payment by the Company or a
Subsidiary of an amount in excess of $10,000,000: (i) the institution by the Company or any
ERISA Affiliate of steps to terminate any Plan, (ii) the institution by the PBGC of steps to
terminate any Plan; or (iii) a contribution failure occurs with respect to a Plan sufficient
to give rise to a lien under Section 302(f) of ERISA securing an amount in excess of
$10,000,000.




     11.1.7. Judgments. There shall be entered against the Company or any
Subsidiary one or more judgments or decrees in excess of $50,000,000 in the aggregate at any
one time outstanding for the Company and all Subsidiaries and all such judgments or decrees
shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from
the entry thereof, excluding those judgments or decrees for and to the extent to which the
Company or any Subsidiary (i) is insured and with respect to which the insurer



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has not denied coverage in writing or (ii) is otherwise indemnified if the terms of
such indemnification are satisfactory to the Required Banks.




     11.1.8. Change of Ownership. AIG shall cease to own beneficially, directly or
indirectly, at least 51% of all of the outstanding shares of the common stock of the
Company.



     Section 11.2. Effect of Event of Default. If any Event of Default described in
Section 11.1.3 shall occur, the Commitments (if they have not theretofore terminated) shall
immediately terminate and all Loans and all interest and other amounts due hereunder shall become
immediately due and payable, all without presentment, demand or notice of any kind; and, in the
case of any other Event of Default, the Agent may, and upon written request of the Required Banks
shall, declare the Commitments (if they have not theretofore terminated) to be terminated and all
Loans and all interest and other amounts due hereunder to be due and payable, whereupon the
Commitments (if they have not theretofore terminated) shall immediately terminate and all Loans and
all interest and other amounts due hereunder shall become immediately due and payable, all without
presentment, demand or notice of any kind. The Agent shall promptly advise the Company and each
Bank of any such declaration, but failure to do so shall not impair the effect of such declaration.



     SECTION 12. THE AGENT.



     Section 12.1. Authorization. Each Bank and the holder of each Loan or interest
therein authorizes the Agent to act on behalf of such Bank or holder to the extent provided herein
and in any other document or instrument delivered hereunder or in connection herewith, and to take
such other action as may be reasonably incidental thereto. Subject to the provisions of Section
12.3, the Agent will take such action permitted by any agreement delivered in connection with this
Agreement as may be requested in writing by the Required Banks or if required under Section 13.1,
all of the Banks. The Agent shall promptly remit in immediately available funds to each Bank or
other holder its share of all payments received by the Agent for the account of such Bank or
holder, and shall promptly transmit to each Bank (or share with each Bank the contents of) each
notice it receives from the Company pursuant to this Agreement.



     Section 12.2. Indemnification. The Banks agree to indemnify the Agent in its
capacity as such (to the extent not reimbursed by the Company), ratably according to their
respective Percentages (determined at the time such indemnity is sought), from and against any and
all actions, causes of action, suits, losses, liabilities, damages and expenses which may at any
time (including, without limitation, at any time following the repayment of the Loans) be imposed
on, incurred by or asserted against the Agent in any way relating to or arising out of this
Agreement, or any documents contemplated by or referred to herein or the transactions contemplated
hereby or any action taken or omitted by the Agent under or in connection with any of the
foregoing; provided, that no Bank shall be liable for the payment to the Agent of any
portion of such actions, causes of action, suits, losses, liabilities, damages and expenses
resulting from the Agent’s or its employees’ or agents’ gross negligence or willful misconduct.
Without limiting the foregoing, subject to Section 13.5 each Bank agrees to reimburse the Agent
promptly



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upon demand for its ratable share (determined at the time such reimbursement is sought) of any
out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in such capacity
in connection with the preparation, execution or enforcement of, or legal advice in respect of
rights or responsibilities under, this Agreement or any amendments or supplements hereto or thereto
to the extent that the Agent is not reimbursed for such expenses by the Company. All obligations
provided for in this Section 12.2 shall survive repayment of the Loans, cancellation of the Notes
or any termination of this Agreement.




     Section 12.3. Action on Instructions of the Required Banks. As to any matters not
expressly provided for by this Agreement (including, without limitation, enforcement or collection
of the Loans), the Agent shall not be required to exercise any discretion or take any action, but
the Agent shall in all cases be fully protected in acting or refraining from acting upon the
written instructions from (i) the Required Banks, except for instructions which under the express
provisions hereof must be received by the Agent from all Banks and (ii) in the case of such
instructions, from all Banks. In no event will the Agent be required to take any action which
exposes the Agent to personal liability or which is contrary to this Agreement or applicable law.
The relationship between the Agent and the Banks is and shall be that of agent and principal only
and nothing herein contained shall be construed to constitute the Agent a trustee for any holder of
a Loan or of a participation therein nor to impose on the Agent duties and obligations other than
those expressly provided for herein.



     Section 12.4. Payments. (a) The Agent shall be entitled to assume that each Bank
has made its Revolving Loan available in accordance with Section 3.2(c), as applicable, unless such
Bank notifies the Agent at its Notice Office prior to 11:00 a.m., New York City time, on the
Funding Date for such Revolving Loan that it does not intend to make such Revolving Loan available,
it being understood that no such notice shall relieve such Bank of any of its obligations under
this Agreement. If the Agent makes any payment to the Company on the assumption that a Bank has
made the proceeds of such Revolving Loan available to the Agent but such Bank has not in fact made
the proceeds of such Revolving Loan available to the Agent, such Bank shall pay to the Agent on
demand an amount equal to the amount of such Bank’s Revolving Loan, together with interest thereon
for each day that elapses from and including such Funding Date to but excluding the Business Day on
which the proceeds of such Bank’s Revolving Loan become immediately available to the Agent at its
Payment Office prior to 12:00 Noon, New York City time, at the Federal Funds Rate for each such
day, based upon a year of 360 days. A certificate of the Agent submitted to any Bank with respect
to any amounts owing under this Section 12.4(a) shall be conclusive absent demonstrable error. If
the proceeds of such Bank’s Revolving Loan are not made available to the Agent at its Payment
Office by such Bank within three Business Days of such Funding Date, the Agent shall be entitled to
recover such amount upon two Business Days’ demand from the Company, together with interest thereon
for each day that elapses from and including such Funding Date to but excluding the Business Day on
which such proceeds become immediately available to the Agent prior to 12:00 Noon, New York City
time, at the rate per annum applicable to Base Rate Loans hereunder, in either case based upon a
year of 360 days. Nothing in this paragraph (a) shall relieve any Bank of any obligation it may
have hereunder to make any Loan or prejudice any rights which the Company may have against any Bank
as a result of any default by such Bank hereunder.



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     (b) The Agent shall be entitled to assume that the Company has made all payments due
hereunder from the Company on the due date thereof unless it receives notification prior to any
such due date from the Company that the Company does not intend to make any such payment, it being
understood that no such notice shall relieve the Company of any of its obligations under this
Agreement. If the Agent distributes any payment to a Bank hereunder in the belief that the Company
has paid to the Agent the amount thereof but the Company has not in fact paid to the Agent such
amount, such Bank shall pay to the Agent on demand (which shall be made by facsimile or personal
delivery) an amount equal to the amount of the payment made by the Agent to such Bank, together
with interest thereon for each day that elapses from and including the date on which the Agent made
such payment to but excluding the Business Day on which the amount of such payment is returned to
the Agent at its Payment Office in immediately available funds prior to 12:00 Noon, New York City
time, at the Federal Funds Rate for each such day, based upon a year of 360 days. If the amount of
such payment is not returned to the Agent in immediately available funds within three Business Days
after demand by the Agent, such Bank shall pay to the Agent on demand an amount calculated in the
manner specified in the preceding sentence after substituting the term “Base Rate” for the term
“Federal Funds Rate”. A certificate of the Agent submitted to any Bank with respect to amounts
owing under this Section 12.4(b) shall be conclusive absent demonstrable error.



     Section 12.5. Exculpation. The Agent shall be entitled to rely upon advice of
counsel concerning legal matters, and upon this Agreement and any Note, security agreement,
schedule, certificate, statement, report, notice or other writing which it believes to be genuine
or to have been presented by a proper person. Neither the Agent nor any of its directors,
officers, employees or agents shall (i) be responsible for any recitals, representations or
warranties contained in, or for the execution, validity, genuineness, effectiveness or
enforceability of, this Agreement, any Note or any other instrument or document delivered hereunder
or in connection herewith, (ii) be deemed to have knowledge of an Event of Default or Unmatured
Event of Default until after having received actual notice thereof from the Company or a Bank,
(iii) be under any duty to inquire into or pass upon any of the foregoing matters, or to make any
inquiry concerning the performance by the Company or any other obligor of its obligations or (iv)
in any event, be liable as such for any action taken or omitted by it or them, except for its or
their own gross negligence or willful misconduct. The agency hereby created shall in no way impair
or affect any of the rights and powers of, or impose any duties or obligations upon, the Agent in
its individual capacity.



     Section 12.6. Credit Investigation. Each Bank acknowledges, and shall cause each
Assignee or Participant to acknowledge in its assignment or participation agreement with such Bank,
that it has (i) made and will continue to make such inquiries and has taken and will take such care
on its own behalf as would have been the case had the Loans been made directly by such Bank or
other applicable Person to the Company without the intervention of the Agent or any other Bank and
(ii) independently and without reliance upon the Agent or any other Bank, and based on such
documents and information as it has deemed appropriate, made and will continue to make its own
credit analysis and decisions relating to this Agreement. Each Bank agrees and acknowledges, and
shall cause each Assignee or Participant to agree and acknowledge in its assignment or
participation agreement with such Bank, that the Agent makes no representations or warranties about
the creditworthiness of the Company or any other party to



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this Agreement or with respect to the legality, validity, sufficiency or enforceability of
this Agreement or any Note.




     Section 12.7. Bank of Scotland and Affiliates. Bank of Scotland and any such
successor and its Affiliates may accept deposits from, lend money to and generally engage, and
continue to engage, in any kind of business with the Company or any Affiliate thereof as if Bank of
Scotland or such successor were not the Agent hereunder.



     Section 12.8. Resignation. The Agent may resign as such at any time upon at least 30
days’ prior notice to the Company and the Banks. In the event of any such resignation, Banks
having an aggregate Percentage of more than 50% shall as promptly as practicable appoint a
successor Agent from among the Banks reasonably acceptable to the Company (no such acceptance being
required if an Event of Default has occurred and is continuing). If no successor Agent shall have
been so appointed, and shall have accepted such appointment, within 30 days after the retiring
Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent from among the Banks reasonably acceptable to the Company (no such
acceptance being required if an Event of Default has occurred and is continuing), which shall be a
commercial bank organized under the laws of the United States of America or of any State thereof or
under the laws of another country which is doing business in the United States of America and
having a combined capital, surplus and undivided profits of at least $1,000,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from all further duties and obligations
under this Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of
this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement.



     Section 12.9. The Register; the Notes.



     (a) The Agent, acting on behalf of the Company, shall maintain a register for the inscription
of the names and addresses of Banks and the Commitments and Loans of each Bank from time to time
(the “Register”). The Company, the Banks, and the Agent may treat each Person whose name
is inscribed in the Register as a Bank hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Company, the Agent, or any Bank at any reasonable time and
from time to time upon reasonable prior notice.



     (b) The Agent shall inscribe in the Register the Commitments and Loans from time to time of
each Bank, the amount of each Bank’s participation in outstanding Loans and each repayment or
prepayment in respect of the principal amount of the Loans of each Bank, the principal amount owing
from time to time by the Company in respect of each Loan to each Bank of such Loans and the dates
on which the Loan Period for each such Loan shall begin and end. Any such inscription shall be
conclusive and binding on the Company and each Bank, absent manifest or demonstrable error;
provided that failure to make any such inscription, or any error in such inscription, shall
not affect any of the Company’s obligations in respect of the applicable Loans. The inscription in
the Register of the principal amount owing from time to time by the Company in respect of each Loan
shall constitute an unconditional and irrevocable covenant by



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the Company in favor of the Person whose name is so inscribed as the Bank in respect of such
Loan that the Company will make all payments of principal and interest in respect of the Loan in
accordance with this Agreement, make all other payments required by this Agreement to be made by it
in respect of such Loan and otherwise perform all of its obligations under this Agreement in full
and by the due date.




     (c) Each Bank shall record on its internal records the amount of each Loan made by it and
each payment in respect thereof; provided that in the event of any inconsistency between
the Register and any Bank’s records, the inscriptions in the Register shall govern, absent manifest
or demonstrable error.



     (d) If so requested by any Bank by written notice to the Company (with a copy to Agent) at
least two Business Days prior to the Closing Date or at any time thereafter, the Company shall
execute and deliver to such Bank (and/or, if so specified in such notice, any Person who is an
assignee of such Bank pursuant to Section 13.4.1 hereof) promptly after receipt of such notice, a
Note, substantially in the form of Exhibit B hereto.



     SECTION 13. GENERAL.



     Section 13.1. Waiver; Amendments. No delay on the part of the Agent, any Bank, or
the holder of any Loan in the exercise of any right, power or remedy shall operate as a waiver
thereof, nor shall any single or partial exercise by any of them of any right, power or remedy
preclude other or further exercise thereof, or the exercise of any other right, power or remedy.
No amendment, modification or waiver of, or consent with respect to, any provision of this
Agreement or the Notes shall in any event be effective unless the same shall be in writing and
signed and delivered by the Agent and by Banks having an aggregate Percentage of not less than the
aggregate Percentage expressly designated herein with respect thereto or, in the absence of such
designation as to any provision of this Agreement or the Notes, by the Required Banks, and then any
amendment, modification, waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. No amendment, modification, waiver or consent (i) shall
extend or increase the amount of the Commitments, extend the maturity of any Commitment or Loan,
change the definition of “Required Banks” or “Percentage” in Section 1, amend or modify Section
4.1, or change any of the defined terms used in Section 4.1, amend or modify Section 4.4, Section
4.5, Section 4.6, Section 6.2(a), Section 11.1.1, Section 11.1.8, or this Section 13.1 or otherwise
change the aggregate Percentage required to effect an amendment, modification, waiver or consent
without the written consent of all Banks, (ii) shall modify or waive any of the conditions
precedent specified in Section 10.1 (or Section 5.3 in connection with the exercise of the Term-Out
Option) for the making of any Loan without the written consent of the Bank which is to make such
Loan or (iii) shall extend the scheduled maturity or reduce the principal amount of, or rate of
interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount
payable under, any Loan without the written consent of the holder of the Commitment or Loan
adversely affected thereby. No provisions of Section 12 shall be amended, modified or waived
without the Agent’s written consent.



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     Section 13.2. Notices.. All notices, requests and demands to or upon the respective
parties hereto to be effective shall be either (x) in writing (including by telecopy, encrypted or
unencrypted) or (y) as and to the extent set forth in the proviso to this Section 13.2 and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered
or, in the case of telecopy or e-mail notice, when received, addressed to the Company, the Agent or
such Bank (or other holder) at its address shown across from its name on Schedule II hereto or at
such other address as it may, by written notice received by the other parties to this Agreement,
have designated as its address for such purpose; provided, that notices hereunder shall not
be given or made to the Company by e-mail; provided, further, that any notice, request or demand to
or upon the Agent or the Banks pursuant to Sections 3.2(a) or 5.2 shall not be effective until
received.



     Section 13.3. Computations. Where the character or amount of any asset or liability
or item of income or expense is required to be determined, or any consolidation or other accounting
computation is required to be made, for the purpose of this Agreement, such determination or
calculation shall, at any time and to the extent applicable and except as otherwise specified in
this Agreement, be made in accordance with generally accepted accounting principles in the United
States of America applied on a basis consistent with those in effect as at the date of the
Company’s audited financial statements referred to in Section 8.4. If there should be any material
change in generally accepted accounting principles in the United States of America after the date
hereof which materially affects the financial covenants in this Agreement, the parties hereto agree
to negotiate in good faith appropriate revisions of such covenants (it being understood, however,
that such covenants shall remain in full force and effect in accordance with their existing terms
pending the execution by the Company and the Required Banks of any such amendment).



     Section 13.4. Assignments; Participations. Each Bank may assign, or sell
participations in, its Loans and its Commitment to one or more other Persons in accordance with
this Section 13.4 (and the Company consents to the disclosure of any information obtained by any
Bank in connection herewith to any actual or prospective Assignee or Participant).



     Section 13.4.1. Assignments. Any Bank may with the written consents of the Company
and the Agent (which consents will not be unreasonably withheld or delayed) at any time assign and
delegate to one or more Eligible Assignees (any Person to whom an assignment and delegation is made
being herein called an “Assignee”) all or any fraction of such Bank’s Loans and Commitment
(which assignment and delegation shall be of a constant, and not a varying, percentage of such

assigning Bank’s Loans and Commitment); each such assignment of a Bank’s Commitment shall be in the
minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof;
provided, that any such Assignee will comply, if applicable, with the provisions contained
in the first sentence of Section 6.4(b) and in Section 6.4(c), Section 6.4(d), Section 6.4(e) and
Section 6.4(g) and shall be deemed to have made, on the date of the effectiveness of such
assignment and delegation, the representation and warranty set forth in the second sentence of
Section 6.4(b); and provided, further, that the Company and the Agent shall be
entitled to continue to deal solely and directly with such assigning Bank in connection with the
interests so assigned and delegated to an Assignee until such assigning Bank and/or such Assignee
shall have:



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     (i) given written notice of such assignment and delegation, together with
payment instructions, addresses and related information with respect to such
Assignee, substantially in the form of Exhibit F, to the Company and the Agent;




     (ii) provided evidence satisfactory to the Company and the Agent that, as of
the date of such assignment and delegation, the Company will not be required to pay
any costs, fees, taxes or other amounts of any kind or nature with respect to the
interest assigned in excess of those payable by the Company with respect to such
interest prior to such assignment;




     (iii) paid to the Agent for the account of the Agent a processing fee of
$3,500; and




     (iv) provided to the Agent evidence reasonably satisfactory to the Agent that
the assigning Bank has complied with the provisions of the last sentence of Section
12.6.


Upon receipt of the foregoing items and the consents of the Company and the Agent, (x) the Assignee
shall be deemed automatically to have become a party hereto and, to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee, such Assignee shall have
the rights and obligations of a Bank hereunder and under the other instruments and documents
executed in connection herewith and (y) the assigning Bank, to the extent that rights and
obligations hereunder have been assigned and delegated by it, shall be released from its
obligations hereunder. The Agent may from time to time (and upon the request of the Company or any
Bank after any change therein shall) distribute a revised Schedule I indicating any changes in the
Banks party hereto or the respective Percentages of such Banks and update the Register. Within
five Business Days after the Company’s receipt of notice from the Agent of the effectiveness of any
such assignment and delegation, if requested by the Assignee in accordance with Section 12.9, the
Company shall execute and deliver to the Agent (for delivery to the relevant Assignee) new Notes in
favor of such Assignee and, if the assigning Bank has retained Loans and a Commitment hereunder and
if so requested by such Bank in accordance with Section 12.9, replacement Notes in favor of the
assigning Bank (such Notes to be in exchange for, but not in payment of, the Notes previously held
by such assigning Bank). Each such Note shall be dated the date of the predecessor Notes. The
assigning Bank shall promptly mark the predecessor Notes, if any, “exchanged” and deliver them to
the Company. Any attempted assignment and delegation not made in accordance with this Section
13.4.1 shall be null and void.




     The foregoing consent requirement shall not be applicable in the case of, and this Section
13.4.1 shall not restrict, any assignment or other transfer by any Bank of all or any portion of
such Bank’s Loans or Commitment to (i) any Federal Reserve Bank (provided, that such
Federal Reserve Bank shall not be considered a “Bank” for purposes of this Agreement) or (ii) any
Affiliate of such Bank (provided, that the assigning or transferring Bank shall give notice
of such assignment or transfer to the Agent and the Company). Further, the foregoing consent



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requirement of the Company shall not be applicable if an Event of Default has occurred and is
continuing.




     The Company, each Bank, and each Assignee acknowledge and agree that after receipt by the
Agent of the items and consents required by this Section each Assignee shall be considered a Bank
for all purposes of this Agreement (including without limitation Sections 6.4, 7.1, 7.4, 13.5 and
13.6) and by its acceptance of an assignment herein, each Assignee agrees to be bound by the
provisions of this Agreement (including without limitation Section 6.4).



     Section 13.4.2. Participations. Any Bank may at any time sell to one or more
commercial banks or other Persons (any such commercial bank or other Person being herein called a
“Participant”) participating interests in any of its Loans, its Commitment or any other
interest of such Bank hereunder; provided, however, that




     (a) no participation contemplated in this Section 13.4.2 shall relieve such Bank from
its Commitment or its other obligations hereunder;




     (b) such Bank shall remain solely responsible for the performance of its Commitment
and such other obligations hereunder and such Bank shall retain the sole right and
responsibility to enforce the obligations of the Company hereunder, including the right to
approve any amendment, modification or waiver of any provision of this Agreement (subject to
Section 13.4.2(d) below);




     (c) the Company and the Agent shall continue to deal solely and directly with such
Bank in connection with such Bank’s rights and obligations under this Agreement;




     (d) no Participant, unless such Participant is an Affiliate of such Bank, or is itself
a Bank, shall be entitled to require such Bank to take or refrain from taking any action
hereunder, except that such Bank may agree with any Participant that such Bank will not,
without such Participant’s consent, take any actions of the type described in the third
sentence of Section 13.1;




     (e) the Company shall not be required to pay any amount under Sections 4.1, 6.4 or 7.1
that is greater than the amount which the Company would have been required to pay had no
participating interest been sold;




     (f) no Participant may further participate any interest in any Loan (and each
participation agreement shall contain a restriction to such effect);




     (g) to the extent permitted by applicable law, each Participant shall be considered a
Bank for purposes of Section 6.4, Section 7.1, Section 7.4, Section 13.5 and Section 13.6
and by its acceptance of a participating interest in any Loan, Commitment or any other
interest of a Bank hereunder, each Participant agrees (i) that it is bound by, and agrees to
deliver all documentation required under, the provisions of Section 6.2(b) and Section 6.4
as if such Participant were a Bank, and (ii) it is not entitled to any benefits



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under Section 6.4 or Section 7.1 unless it is in full compliance with all requirements
imposed on Banks under any of those Sections; and




     (h) such Bank shall have provided to the Agent evidence reasonably satisfactory to the
Agent that such Bank has complied with the provisions of the last sentence of Section 12.6.



     Any Bank (a “Granting Bank”) may grant to a special purpose funding vehicle organized
under the laws of the United States of America or any State thereof (a “SPV”) of such
Granting Bank, identified as such in writing from time to time by the Granting Bank to the Agent
and the Company, the option to provide to the Company all or any part of its Loans that such
Granting Bank would otherwise be obligated to make to the Company pursuant to this Agreement;
provided, that (i) such SPV shall be deemed to be a Participant for purposes of this
Section 13.4.2, (ii) nothing herein shall constitute a commitment by any SPV to make any Loan,
(iii) if a SPV elects not to exercise such option or otherwise fails to provide all or any part of
such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof and
(iv) the Company shall not be required to pay any amount under Sections 13.5 or 13.6 that is
greater than the amount which the Company would have been required to pay had such SPV not provided
the Company with any part of any Loan of such Granting Bank. The making of a Loan by a SPV
hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such
Loan were made by such Granting Bank. Each party hereto hereby agrees that no SPV shall be liable
for any indemnity or similar payment obligation under this Agreement (any indemnity, liability or
other payment obligation, including but not limited to any tax liabilities that occur by reason of
such funding by the SPV, shall remain the obligation of the Granting Bank). In furtherance of the
foregoing, each party hereto agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, it will not institute
against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United States or any State
thereof. In addition, notwithstanding anything contrary contained in this Section 13.4.2, any SPV
may (i) with notice to, but without the prior written consent of, the Company and the Agent and
without paying any processing fee therefor, assign all or a portion of its interests in any Loans
to the Granting Bank providing liquidity and/or credit support to or for the account of such SPV to
support the funding or maintenance of Loans and (ii) disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity enhancement to such SPV. This paragraph
may not be amended without the written consent of any SPV at the time holding all or any part of
any Loans under this Agreement (which consent shall not be unreasonably withheld or delayed).



     Section 13.5. Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all
reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and
out-of-pocket expenses of counsel for the Agent (and of local counsel, if any, who may be retained
by said counsel)), in connection with the preparation, execution, delivery and administration of
this Agreement, the Notes and all other instruments or documents provided for herein or delivered
or to be delivered hereunder or in connection herewith and (b)



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all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses
and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with the
enforcement of this Agreement, the Notes or any such other instruments or documents. Each Bank
agrees to reimburse the Agent for such Bank’s pro rata share (based upon its respective Percentage,
determined at the time such reimbursement is sought) of any such costs or expenses incurred by the
Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket
expenses of counsel for the Agent which exceed the amount which the Company has agreed with the
Agent to reimburse. In addition, the Company agrees to pay, and to hold the Agent and the Banks
harmless from all liability for, any stamp or other Taxes which may be payable in connection with
the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes
(if any) or the execution and delivery of any other instruments or documents provided for herein or
delivered or to be delivered hereunder or in connection herewith. All obligations provided for in
this Section 13.5 shall survive repayment of the Loans, cancellation of the Notes or any
termination of this Agreement.




     Section 13.6. Indemnification. In consideration of the execution and delivery of
this Agreement by the Agent and the Banks, the Company hereby agrees to indemnify, exonerate and
hold each of the Banks, the Agent, the Affiliates of each of the Banks and the Agent, and each of
the officers, directors, employees and agents of the Banks, the Agent and the Affiliates of each of
the Banks and the Agent (collectively herein called the “Bank Parties” and individually
called a “Bank Party”) free and harmless from and against any and all actions, causes of
action, suits, losses, liabilities, damages and expenses, including, without limitation, reasonable
attorneys’ fees and disbursements (collectively herein called the “Indemnified
Liabilities”), incurred by the Bank Parties or any of them as a result of, or arising out of,
or relating to (i) this Agreement, the Notes (if any) or the Loans or (ii) the direct or indirect
use of proceeds of any of the Loans or any credit extended hereunder, except for any such
Indemnified Liabilities arising on account of such Bank Party’s gross negligence or willful
misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any
reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law. The Company
agrees not to assert any claim against the Bank Parties on any theory of liability, for
consequential, indirect, special or punitive damages arising out of or otherwise relating to this
Agreement and the Notes (if any) or any of the transactions contemplated hereby or thereby or the
actual or proposed use of the proceeds of the Loans. All obligations provided for in this Section
13.6 shall survive repayment of the Loans, cancellation of the Notes (if any) or any termination of
this Agreement.



     Section 13.7. Regulation U. Each Bank represents that it in good faith is not
relying, either directly or indirectly, upon any margin stock (as such term is defined in
Regulation U promulgated by the Board of Governors of the Federal Reserve System) as collateral
security for the extension or maintenance by it of any credit provided for in this Agreement.



     Section 13.8. Removal of Banks; Substitution of Banks.



     (a) With respect to any Bank (i) on account of which the Company is required to make any
deductions or withholdings or pay any additional amounts, as contemplated by Section



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6.4, (ii) on account of which the Company is required to pay any additional amounts, as
contemplated by Section 7.1, and (iii) for which it is illegal to make a LIBOR Rate Loan, as
contemplated by Section 7.3, the Company may in its discretion, upon not less than 30 days’ prior
written notice to the Agent and each Bank, remove such Bank as a party hereto. Each such notice
shall specify the date of such removal (which shall be a Business Day), which shall thereupon
become the scheduled Termination Date for such Bank.




     (b) In the event that any Bank is the subject of a notice of removal pursuant to subsection
(b) above, then, at any time prior to the Termination Date for such Bank (a “Terminating
Bank”), the Company may, at its option, arrange to have one or more other Eligible Assignees
(which may be a Bank or Banks, or if not a Bank, shall be acceptable to the Agent (such acceptance
not to be unreasonably withheld or delayed), and each of which shall herein be called a
“Successor Bank”) with the approval of the Agent (such approval not to be unreasonably
withheld or delayed) succeed to all or a percentage of the Terminating Bank’s outstanding Loans, if
any, and rights under this Agreement and assume all or a like percentage (as the case may be) of
such Terminating Bank’s undertaking to make Loans pursuant hereto and other obligations hereunder
(as if, in the case of any Bank that is the subject of a notice of removal pursuant to sub-section
(a) above, no such notice of removal had been given by the Company. Such succession and assumption
shall be effected by means of one or more agreements supplemental to this Agreement among the
Terminating Bank, the Successor Bank, the Company and the Agent. On and as of the effective date
of each such supplemental agreement (i) each Successor Bank party thereto shall be and become a
Bank for all purposes of this Agreement and to the same extent as any other Bank hereunder and
shall be bound by and entitled to the benefits of this Agreement in the same manner as any other
Bank and (ii) the Company agrees to pay to the Agent for the account of the Agent a processing fee
of $2,500 for each such Successor Bank which is not a Bank.



     (c) On the Termination Date for any Terminating Bank, such Terminating Bank’s Commitment
shall terminate and the Company shall pay in full all of such Terminating Bank’s Loans (except to
the extent assigned pursuant to subsection (b) above) and all other amounts payable to such Bank
hereunder (including any amounts payable pursuant to Section 7.4 on account of such payment);
provided, that if an Event of Default or Unmatured Event of Default exists on the date
scheduled as any Terminating Bank’s Termination Date, payment of such Terminating Bank’s Loans
shall be postponed to (and, for purposes of calculating commitment fees under Section 4.4, and
determining the Required Banks (except as provided below), but for no other purpose, such
Terminating Bank’s Commitment shall continue until) the first Business Day thereafter on which (i)
no Event of Default or Unmatured Event of Default exists (without regard to any waiver or amendment
that makes this Agreement less restrictive for the Company, other than as described in clause (ii)
below) or (ii) the Required Banks (which for purposes of this subsection (c) shall be determined
based upon the respective Percentages and aggregate Commitments of all Banks other than any
Terminating Bank whose scheduled Termination Date has been extended pursuant to this proviso) waive
or amend the provisions of this Agreement to cure all existing Events of Default or Unmatured
Events of Default or agree to permit any borrowing hereunder notwithstanding the existence of any
such event. In the event that Halifax plc or its Affiliates shall become a Terminating Bank, the
Required Banks with the consent of the Company (which consent shall not be unreasonably withheld or
delayed) shall



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-46-


appoint a Bank or Person other than Bank of Scotland as Agent, which shall have all of the
rights and obligations of the Agent upon the effective date of and pursuant to an agreement
supplemental hereto among the Company and the Banks, and thereupon Bank of Scotland, as Agent,
shall be relieved from its obligations as Agent hereunder, it being understood that the provisions
of Section 12 shall inure to the benefit of Bank of Scotland as to any actions taken or omitted to
be taken by it while it was Agent under this Agreement. If no such successor Agent shall be
appointed within 30 days of the Termination Date of the Agent, then the Agent shall, on behalf of
the Banks, appoint a successor Agent in accordance with the provisions set forth in Section 12.8
for a resigning Agent.




     (d) To the extent that all or a portion of any Terminating Bank’s obligations are not assumed
pursuant to subsection (b) above, the Aggregate Commitment shall be reduced on the applicable
Termination Date and each Bank’s percentage of the reduced Aggregate Commitment shall be revised
pro rata to reflect such Terminating Bank’s absence. The Agent shall distribute a
revised Schedule I indicating such revisions promptly after the applicable Termination Date and
update the Register accordingly. Such revised Schedule I shall be deemed conclusive in the absence
of demonstrable error.



     (e) The Agent agrees to use reasonable commercial efforts to assist the Company in locating
one or more commercial banks or other financial institutions to replace any Terminating Bank prior
to such Terminating Bank’s Termination Date.



     Section 13.9. Captions. Section captions used in this Agreement are for convenience
only and shall not affect the construction of this Agreement.



     Section 13.10. Governing Law; Severability. THIS AGREEMENT AND EACH NOTE SHALL BE A
CONTRACT MADE UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
All obligations of the Company and the rights of the Agent, the Banks and any other holders of the
Loans expressed herein or in the Notes (if any) shall be in addition to and not in limitation of
those provided by applicable law. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.



     Section 13.11. Counterparts; Effectiveness. This Agreement may be executed in any
number of counterparts and by the different parties on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same Agreement. When counterparts of this Agreement executed by each party shall
have been lodged with the Agent (or, in the case of any Bank as to which an executed counterpart
shall not have been so lodged, the Agent shall have received facsimile or other written
confirmation of execution of a counterpart hereof by such Bank), this Agreement shall become
effective as of the date hereof and the Agent shall so inform all of the parties hereto.



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     Section 13.12. Further Assurances. The Company agrees to do such other acts and
things, and to deliver to the Agent and each Bank such additional agreements, powers and
instruments, as the Agent or any Bank may reasonably require or deem advisable to carry into effect
the purposes of this Agreement or to better assure and confirm unto the Agent and each Bank their
respective rights, powers and remedies hereunder.



     Section 13.13. Successors and Assigns. This Agreement shall be binding upon the
Company, the Banks and the Agent and their respective successors and assigns, and shall inure to
the benefit of the Company, the Banks and the Agent and the respective successors and assigns of
the Banks and the Agent. The Company may not assign any of its rights or delegate any of its
duties under this Agreement without the prior written consent of all of the Banks.



     Section 13.14. Waiver of Jury Trial. THE COMPANY, THE AGENT AND EACH BANK HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
UNDER THIS AGREEMENT, ANY NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.



     Section 13.15. No Fiduciary Relationship. The Company acknowledges that neither the
Agent nor any Bank has any fiduciary relationship with, or fiduciary duty to, the Company arising
out of or in connection with this Agreement, the Notes (if any) or the transactions contemplated
hereby, and the relationship between the Agent and the Banks, on the one hand, and the Company, on
the other, in connection herewith or therewith is solely that of creditor and debtor. This
Agreement does not create a joint venture among the parties.



     Section 13.16. USA PATRIOT Act. Each Bank hereby notifies the Company that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies the Company, which information includes the name and address of the Company and other
information that will allow such Bank to identify the Company in accordance with the Act.



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-48-


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.


	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	/s/ Alan H. Lund
 	 
	 	 	Name:  	Alan H. Lund 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Pamela S. Hendry
 	 
	 	 	Name:  	Pamela S. Hendry 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 




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-49-


	 	 	 	 	 
	 	AGENT





THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

 	 
	 	By:  	/s/ Robert Buck
 	 
	 	 	Name:  	Robert Buck 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                           /s/ Mike Gear
 	 
	 	 	Name:  	Mike Gear 	 
	 	 	Title:  	Director 	 
	 




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-50-

	 	 	 	 	 
	 	BANKS





HALIFAX PLC

 	 
	 	By:  	/s/ Robert Buck
 	 
	 	 	Name:  	Robert Buck 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                           /s/ Mike Gear
 	 
	 	 	Name:  	Mike Gear 	 
	 	 	Title:  	Director 	 
	 




180-Day Credit Agreement




 









 








Schedule I




Schedule of Banks




	 	 	 	 	 	 
	 	BANK

	 	 	COMMITMENT	 
	 	Halifax plc

	 	 	$500,000,000	 
	 





Schedule I




 









 








Schedule II




Address for Notices








	PARTY

	 	 	ADDRESS FOR NOTICES
	 	 	 	 
	Company

	 	 	Attn: Pamela S. Hendry
	

	 	 	10250 Constellation Blvd., Suite 3400
	

	 	 	Los Angeles, California 90067
	

	 	 	Tel: 310-788-1999
	

	 	 	Fax: 310-788-1990
	

	 	 	Telex: 69-1400 INTERLEAS BVHL
	 	 	 	 
	Agent

	 	 	Attn: Carl Irvine/Mike Gear
	

	 	 	155 Bishopsgate
	

	 	 	Level 7
	

	 	 	London EC2M 3YB
	

	 	 	Tel: 020 7012 9289
	

	 	 	Fax: 020 7012 9455
	 	 	 	 
	Halifax plc

	 	 	Attn: Carl Irvine/Mike Gear
	

	 	 	155 Bishopsgate
	

	 	 	Level 7
	

	 	 	London EC2M 3YB
	

	 	 	Tel: 020 7012 9289
	

	 	 	Fax: 020 7012 9455








Schedule II