ex101072108.htm


    Execution
Version

    CUSIP
Number: Deal # 02607LAE6

    Revolving
Loans CUSIP # 02607LAF3


    
      


    

    


    


    


    CREDIT
AGREEMENT

    


    among

    


    AMERICAN
FINANCIAL GROUP, INC.,

    as
Borrower,

    


    THE
LENDERS NAMED HEREIN,

    


    WACHOVIA
BANK, NATIONAL ASSOCIATION,

    as
Administrative Agent,

    


    


    


    $120,000,000
Senior Unsecured Revolving Credit Facility

    


    


    WACHOVIA
CAPITAL MARKETS, LLC

    Sole Lead
Arranger and Sole Book Runner

    


    


    Dated as
of July 21, 2008

    


    


    


    
      


    

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    Page

     

     

    ARTICLE
I

     

    DEFINITIONS

     

    
      	
              1.1

            	
              Defined
      Terms 

            	
              1

            


    

    
      	
              1.2

            	
              Accounting
      Terms 

            	
              20

            


    

    
      	
              1.3

            	
              Other
      Terms; Construction. 

            	
              20

            


    

     

    ARTICLE
II

     

    AMOUNT
AND TERMS OF THE LOANS

     

    
      	
              2.1

            	
              Commitments 

            	
              21

            


    

    
      	
              2.2

            	
              Borrowings. 

            	
              21

            


    

    
      	
              2.3

            	
              Disbursements;
      Funding Reliance; Domicile of Loans. 

            	
              22

            


    

    
      	
              2.4

            	
              Evidence
      of Debt; Notes. 

            	
              23

            


    

    
      	
              2.5

            	
              Termination
      and Reduction of Commitments. 

            	
              24

            


    

    
      	
              2.6

            	
              Mandatory
      Payments and Prepayments. 

            	
              24

            


    

    
      	
              2.7

            	
              Voluntary
      Prepayments. 

            	
              25

            


    

    
      	
              2.8

            	
              Interest. 

            	
              25

            


    

    
      	
              2.9

            	
              Fees 

            	
              27

            


    

    
      	
              2.10

            	
              Interest
      Periods 

            	
              27

            


    

    
      	
              2.11

            	
              Conversions
      and Continuations. 

            	
              28

            


    

    
      	
              2.12

            	
              Method
      of Payments; Computations; Apportionment of
Payments. 

            	
              29

            


    

    
      	
              2.13

            	
              Recovery
      of Payments. 

            	
              31

            


    

    
      	
              2.14

            	
              Pro
      Rata Treatment. 

            	
              31

            


    

    
      	
              2.15

            	
              Increased
      Costs; Change in Circumstances; Illegality. 

            	
              32

            


    

    
      	
              2.16

            	
              Taxes. 

            	
              34

            


    

    
      	
              2.17

            	
              Compensation 

            	
              36

            


    

    
      	
              2.18

            	
              Replacement
      of Lenders; Mitigation of Costs. 

            	
              37

            


    

     

    ARTICLE
III

     

    CONDITIONS
OF BORROWING

     

    
      	
              3.1

            	
              Conditions
      of Initial Borrowing 

            	
              38

            


    

    
      	
              3.2

            	
              Conditions
      of All Borrowings 

            	
              39

            


    

     

    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES

     

    
      	
              4.1

            	
              Existence,
      Qualification and Power 

            	
              40

            


    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              4.2

            	
              Authorization;
      No Contravention 

            	
              40

            


    

    
      	
              4.3

            	
              Governmental
      Authorization; Other Consents 

            	
              40

            


    

    
      	
              4.4

            	
              Binding
      Effect 

            	
              41

            


    

    
      	
              4.5

            	
              Financial
      Statements; No Material Adverse Effect. 

            	
              41

            


    

    
      	
              4.6

            	
              Litigation 

            	
              41

            


    

    
      	
              4.7

            	
              No
      Default 

            	
              42

            


    

    
      	
              4.8

            	
              Ownership
      of Property; Liens 

            	
              42

            


    

    
      	
              4.9

            	
              Environmental
      Compliance 

            	
              42

            


    

    
      	
              4.10

            	
              Insurance 

            	
              42

            


    

    
      	
              4.11

            	
              Taxes 

            	
              42

            


    

    
      	
              4.12

            	
              ERISA
      Compliance. 

            	
              43

            


    

    
      	
              4.13

            	
              Subsidiaries;
      Equity Interests 

            	
              43

            


    

    
      	
              4.14

            	
              Margin
      Regulations; Investment Company Act. 

            	
              44

            


    

    
      	
              4.15

            	
              Disclosure 

            	
              44

            


    

    
      	
              4.16

            	
              Compliance
      with Laws 

            	
              44

            


    

    
      	
              4.17

            	
              Taxpayer
      Identification Number 

            	
              44

            


    

    
      	
              4.18

            	
              Intellectual
      Property; Licenses, Etc. 

            	
              44

            


    

    
      	
              4.19

            	
              OFAC;
      Anti-Terrorism Laws. 

            	
              45

            


    

     

    ARTICLE
V

     

    AFFIRMATIVE
COVENANTS

     

    
      	
              5.1

            	
              Financial
      Statements 

            	
              45

            


    

    
      	
              5.2

            	
              Certificates;
      Other Information 

            	
              46

            


    

    
      	
              5.3

            	
              Notices 

            	
              48

            


    

    
      	
              5.4

            	
              Payment
      of Obligations 

            	
              49

            


    

    
      	
              5.5

            	
              Preservation
      of Existence, Etc. 

            	
              49

            


    

    
      	
              5.6

            	
              Maintenance
      of Properties 

            	
              49

            


    

    
      	
              5.7

            	
              Maintenance
      of Insurance 

            	
              49

            


    

    
      	
              5.8

            	
              Compliance
      with Laws 

            	
              49

            


    

    
      	
              5.9

            	
              Books
      and Records 

            	
              50

            


    

    
      	
              5.10

            	
              Inspection
      Rights 

            	
              50

            


    

    
      	
              5.11

            	
              Use
      of Proceeds 

            	
              50

            


    

    
      	
              5.12

            	
              Maintenance
      of Insurance Licenses 

            	
              50

            


    

    
      	
              5.13

            	
              OFAC,
      PATRIOT Act Compliance 

            	
              50

            


    

     

    ARTICLE
VI

     

    NEGATIVE
COVENANTS

     

    
      	
              6.1

            	
              Liens 

            	
              51

            


    

    
      	
              6.2

            	
              Investments 

            	
              51

            


    

    
      	
              6.3

            	
              Indebtedness 

            	
              52

            


    

    
      	
              6.4

            	
              Fundamental
      Changes 

            	
              52

            


    

    
      	
              6.5

            	
              Restricted
      Payments; Stock Redemptions 

            	
              53

            


    

    
      	
              6.6

            	
              Change
      in Nature of Business 

            	
              53

            


    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              6.7

            	
              Transactions
      with Affiliates 

            	
              53

            


    

    
      	
              6.8

            	
              Burdensome
      Agreements 

            	
              54

            


    

    
      	
              6.9

            	
              Use
      of Proceeds 

            	
              54

            


    

    
      	
              6.10

            	
              Financial
      Covenants. 

            	
              54

            


    

    
      	
              6.11

            	
              Additional
      Debt Subordination 

            	
              55

            


    

    
      	
              6.12

            	
              Tax
      Sharing Agreements 

            	
              56

            


    

    
      	
              6.13

            	
              Equity
      Issuances by Subsidiaries 

            	
              56

            


    

     

    ARTICLE
VII

     

    EVENTS
OF DEFAULT

     

    
      	
              7.1

            	
              Events
      of Default 

            	
              56

            


    

    
      	
              7.2

            	
              Remedies:  Termination
      of Commitments, Acceleration, etc. 

            	
              58

            


    

    
      	
              7.3

            	
              Remedies:  Set-Off 

            	
              59

            


    

     

    ARTICLE
VIII

     

    THE
ADMINISTRATIVE AGENT

     

    
      	
              8.1

            	
              Appointment
      and Authority 

            	
              59

            


    

    
      	
              8.2

            	
              Rights
      as a Lender 

            	
              60

            


    

    
      	
              8.3

            	
              Exculpatory
      Provisions 

            	
              60

            


    

    
      	
              8.4

            	
              Reliance
      by Administrative Agent 

            	
              61

            


    

    
      	
              8.5

            	
              Delegation
      of Duties 

            	
              61

            


    

    
      	
              8.6

            	
              Resignation
      of Administrative Agent 

            	
              61

            


    

    
      	
              8.7

            	
              Non-Reliance
      on Administrative Agent and Other Lenders 

            	
              62

            


    

    
      	
              8.8

            	
              No
      Other Duties, Etc 

            	
              62

            


    

     

    ARTICLE
IX

     

    MISCELLANEOUS

     

    
      	
              9.1

            	
              Expenses;
      Indemnity; Damage Waiver. 

            	
              63

            


    

    
      	
              9.2

            	
              GOVERNING
      LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
      PROCESS. 

            	
              64

            


    

    
      	
              9.3

            	
              WAIVER
      OF JURY TRIAL 

            	
              65

            


    

    
      	
              9.4

            	
              Notices;
      Effectiveness; Electronic Communication. 

            	
              65

            


    

    
      	
              9.5

            	
              Amendments,
      Waivers, etc 

            	
              66

            


    

    
      	
              9.6

            	
              Successors
      and Assigns. 

            	
              67

            


    

    
      	
              9.7

            	
              No
      Waiver 

            	
              71

            


    

    
      	
              9.8

            	
              Survival 

            	
              71

            


    

    
      	
              9.9

            	
              Severability 

            	
              71

            


    

    
      	
              9.10

            	
              Construction 

            	
              71

            


    

    
      	
              9.11

            	
              Confidentiality 

            	
              71

            


    

    
      	
              9.12

            	
              Counterparts;
      Integration; Effectiveness 

            	
              72

            


    

    
      	
              9.13

            	
              Disclosure
      of Information 

            	
              73

            


    

    
      	
              9.14

            	
              No
      Advisory or Fiduciary Responsibility 

            	
              73

            


    

    
      	
              9.15

            	
              USA
      Patriot Act Notice 

            	
              74

            


    

    



    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBITS

     

    


      
        	
                Exhibit
      A

              	
                Note

              
	
                Exhibit
      B-1

              	
                Form
      of Notice of Borrowing

              
	
                Exhibit
      B-2

              	
                Form
      of Notice of Conversion/Continuation

              
	
                Exhibit
      C

              	
                Form
      of Compliance Certificate

              
	
                Exhibit
      D

              	
                Form
      of Assignment and Assumption

              
	
                Exhibit
      E

              	
                Form
      of Subordination
Agreement

              


      



    SCHEDULES

    


      
        	
                Schedule
      1.1(a)

              	
                Commitments
      and Notice Addresses

              
	
                Schedule
      1.1(b)

              	
                CDO
      Variable Interest Entities

              
	
                Schedule
      4.13

              	
                Subsidiaries;
      Other Equity Investments

              


      

    

     

    



    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    CREDIT
AGREEMENT

    


    


    THIS CREDIT AGREEMENT, dated
as of the 21st day of
July, 2008, is made among AMERICAN FINANCIAL GROUP,
INC., an Ohio corporation (the “Borrower”), the
Lenders (as hereinafter defined), and WACHOVIA BANK, NATIONAL
ASSOCIATION, as Administrative Agent for the Lenders.

     

    BACKGROUND
STATEMENT

     

    The
Borrower has requested that the Lenders provide a revolving credit facility, and
the Lenders are willing to do so on the terms and conditions set forth
herein.

     

    AGREEMENT

     

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

     

    ARTICLE
I

     

    DEFINITIONS

     

    1.1           Defined Terms.

     

    For
purposes of this Agreement, in addition to the terms defined elsewhere herein,
the following terms have the meanings set forth below (such meanings to be
equally applicable to the singular and plural forms thereof):

     

    “AAG” means AAG
Holding Company, Inc., an Ohio corporation.

     

     “AAG Capital Trust
Securities” means capital stock issued by AAG Trust or any other trust or
similar entity, the proceeds of which are invested by such Person in an
equivalent amount of Subordinated Debentures.

     

    “AAG Trust” means
collectively American Annuity Group Capital Trust II, a statutory trust formed
under the laws of the State of Delaware and Great American Financial Statutory
Trust IV, a Connecticut statutory trust.

     

    “Account Designation
Letter” means a letter from the Borrower to the Administrative Agent,
duly completed and signed by an Authorized Officer of the Borrower and in form
and substance reasonably satisfactory to the Administrative Agent, listing any
one or more accounts to which the Borrower may from time to time request the
Administrative Agent to forward the proceeds of any Loans made
hereunder.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Adjusted Base Rate”
means, at any time with respect to any Base Rate Loan, a rate per annum equal to
the Base Rate as in effect at such time plus the Applicable Percentage for Base
Rate Loans as in effect at such time.

     

    “Adjusted LIBOR Rate”
means, at any time with respect to any LIBOR Loan, a rate per annum equal to the
LIBOR Rate as in effect at such time plus the Applicable Percentage for LIBOR
Loans as in effect at such time.

     

    “Administrative Agent”
means Wachovia, in its capacity as Administrative Agent appointed under Section 8.1, and its successors
and permitted assigns in such capacity.

     

    “AFG Capital Trust
Securities” means capital stock issued by American Financial Capital
Trust I or any other trust or similar entity, the proceeds of which are invested
by such Person in an equivalent amount of Subordinated Debentures.

     

    “AFG Consolidated Net
Worth” means, on any date, the amount reported by the Borrower,
determined in accordance with GAAP on a consolidated basis, as “Total
Shareholders’ Equity” on its Form 10−K or Form 10−Q, but excluding (a) all
amounts in respect of unrealized gains or losses recorded pursuant to FAS 115
and (b) any mandatorily redeemable capital stock (or redeemable shares of other
beneficial interest), in each case as determined in accordance with GAAP and
Section
6.10.

     

    “AFG Consolidated Total
Financing Debt” means, on any date, on a consolidated basis determined in
accordance with GAAP and Section 6.10 for the Borrower
and its Subsidiaries (a) the sum of (i) indebtedness for borrowed money, or
indebtedness evidenced by notes, debentures, Capitalized Leases, guarantees
(excluding guarantees of indebtedness already included as Indebtedness) or
similar instruments, (ii) indebtedness for the deferred purchase price of assets
(other than the normal trade accounts payable), and (iii) indebtedness in
respect of mandatory redemption or dividend rights related to an Equity
Interest, but (b) excluding (i) any collateralized debt obligation fund managed
by the Borrower which is listed on Schedule 1.1(b) and which
Indebtedness in this clause (b) is carried as "Long Term Debt − Variable
Interest Entities" on the Borrower’s balance sheet from time to time in
accordance with GAAP, and (ii) Non−Recourse Real Estate Indebtedness of the
Borrower and its Subsidiaries.

     

    “AFG Total
Capitalization” means, on any date, the sum of (a) AFG Consolidated Total
Financing Debt, plus (b) AFG Consolidated Net Worth, plus (c) all amounts
appearing on a consolidated balance sheet of the Borrower and its Subsidiaries
in the line item “Minority Interest”, all determined in accordance with
GAAP.

     

    “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, (i) Controls or is Controlled by or is
under common Control with the Person specified or (ii) beneficially owns,
is owned by or is under common ownership with respect to securities or other
ownership interests of such Person having 10% or more of the combined voting
power of the then outstanding securities or other ownership interests of such
Person ordinarily (and apart from rights accruing under special circumstances)
having the right to vote in the election of directors or other governing body of
such Person.

     


    
      
        
          2

        

         


      

      
         


        
          

        

      

      
         


      

    


    Notwithstanding
the foregoing, neither the Administrative Agent nor any Lender shall be deemed
an “Affiliate” of the Borrower.

     

    “Agreement” means this
Credit Agreement, as amended, modified, restated or supplemented from time to
time in accordance with its terms.

     

    “Applicable
Percentage” means, at any time from and after the Closing Date, the
applicable percentage (i) to be added to the Base Rate for purposes of
determining the Adjusted Base Rate, (ii) to be added to the LIBOR Rate for
purposes of determining the Adjusted LIBOR Rate and (iii) to be used in
calculating the commitment fee payable pursuant to Section 2.9(b), in each case as
determined under the following matrix with reference to the Debt Rating as set
forth below:

     

    
      	
              Pricing

              Level

            	
              Debt
      Rating

              S&P/Moody’s

            	
              LIBOR

              Loan

            	
              Base
      Rate

              Loan

            	
              Commitment

              Fee

            
	
              I

            	
              ≥
      BBB+/Baal

            	
              2.00%

            	
              1.00%

            	
              0.55%

               

            
	
              II

            	
              BBB/Baa2

            	
              2.25%

            	
              1.25%

            	
              0.60%

               

            
	
              III

            	
              ≤
      BBB-/Baa3

            	
              2.75%

            	
              1.75%

            	
              0.70%

            


    

     

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

     

    Initially,
the Applicable Percentage shall be determined based upon the Debt Rating
specified in the certificate delivered pursuant to Section 3.1(a)(vii).  Thereafter,
each change in the Applicable Percentage resulting from a publicly announced
change in the Debt Rating shall be effective, in the case of an upgrade, during
the period commencing on the date of delivery by the Borrower to the
Administrative Agent of notice thereof pursuant to Section 5.3(e) and ending on
the date immediately preceding the effective date of the next such change and,
in the case of a downgrade, during the period commencing on the date of the
public announcement thereof and ending on the date immediately preceding the
effective date of the next such change.

     

    “Approved Fund” means
any Fund that is administered or managed by (i) a
Lender, (ii) an Affiliate of a Lender, or (iii) a Person (or an
Affiliate of a Person) that administers or manages a Lender.

     


    
      
        
           

          3

        

         


      

      
         


        
          

        

      

      
         


      

    


    “APU Holding” means
APU Holding Company, an Ohio corporation.

     

    “Arranger” means
Wachovia Capital Markets, LLC and its successors.

     

    “Assignment and
Assumption” means an Assignment and Assumption entered into by a Lender
and an assignee (with the consent of any Person whose consent is required by
Section 9.6(b)), and accepted by
the Administrative Agent, in substantially the form of Exhibit D or any other
form approved by the Administrative Agent.

     

    “Attributable
Indebtedness” means, on any date, (a) in respect of any Capitalized Lease
of any Person, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP, and (b)
in respect of any Synthetic Lease Obligation, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such
lease were accounted for as a Capitalized Lease.

     

    “Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower
and its Subsidiaries for the fiscal year ended December 31, 2007 and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year of the Borrower and its Subsidiaries, including the
notes thereto.

     

    “Bankruptcy Code”
means 11 U.S.C. §§ 101 et seq., as amended from
time to time, and any successor statute, and all regulations from time to time
promulgated thereunder.

     

    “Bankruptcy Event”
means the occurrence of an Event of Default pursuant to Section 7.1(f) or Section 7.1(g).

     

    “Base Rate” means the
higher of (i) the per annum interest rate publicly announced from time to
time by Wachovia in Charlotte, North Carolina, to be its prime rate (which may
not necessarily be its lowest or best lending rate), as adjusted to conform to
changes as of the opening of business on the date of any such change in such
prime rate, and (ii) the Federal Funds Rate plus 0.5% per annum, as
adjusted to conform to changes as of the opening of business on the date of any
such change in the Federal Funds Rate.

     

    “Base Rate Loan”
means, at any time, any Loan that bears interest at such time at the applicable
Adjusted Base Rate.

     

    “Borrower” has the
meaning given to such term in the introductory paragraph hereof.

     

    “Borrower’s Materials”
has the meaning specified in Section 5.2.

     

    “Borrowing” means the
incurrence by the Borrower (including as a result of conversions and
continuations of outstanding Loans pursuant to Section 2.11) on a single date of
a group of Loans of a single Type and, in the case of LIBOR Loans, as to which a
single Interest Period is in effect.

     

    “Brothers Property
Corporation”  mean Brothers Property Corporation, an Ohio
corporation.

     


    
      
        
           

          4

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Business Day” means
(i) any day other than a Saturday or Sunday, a legal holiday or a day on
which commercial banks in Charlotte, North Carolina or New York, New York are
authorized or required by law to be closed and (ii) in respect of any
determination relevant to a LIBOR Loan, any such day that is also a day on which
trading in Dollar deposits is conducted by banks in London, England in the
London interbank Eurodollar market.

     

    “Capital Trust
Securities” means either AAG Capital Trust Securities or AFG Capital
Trust Securities, as applicable.

     

    “Capitalized Lease”
means any lease which is required to be capitalized on the balance sheet of the
lessee in accordance with GAAP and Statement No. 13 of the Financial Accounting
Standards Board.

     

    “Capitalized Lease
Obligations” means the amount of the liability reflecting the aggregate
discounted amount of future payments under all Capitalized Leases calculated in
accordance with GAAP and Statement No. 13 of the Financial Accounting Standards
Board.

     

    “Change in Law” means
the occurrence, after the date of this Agreement, of any of the
following:  (i) the adoption or taking effect of any law, rule,
regulation or treaty, (ii) any change in any law, rule, regulation or
treaty or in the administration, interpretation or application thereof by any
Governmental Authority or (iii) the making or issuance of any request,
guideline or directive (whether or not having the force of law) by any
Governmental Authority.

     

    “Change of Control”
means an event or series of events by which (a) Lindner Family Members shall
collectively cease to own beneficially (i) at least 15% of the outstanding
voting common stock of the Borrower and (ii) a sufficient number of shares of
such voting common stock of the Borrower so that Lindner Family Members in the
aggregate own more shares of such voting common stock than any other Person or
group of Persons, (b) fewer than 10% of the members of the board of directors of
the Borrower shall be Lindner Family Members or representatives thereof, (c) the
Borrower shall cease to own directly, or indirectly through a direct
non−regulated subsidiary holding company (which does not (i) have any material
Indebtedness, (ii) transact any material business and (iii) own any material
assets other than Equity Interests of GAIC and other Insurance Subsidiaries) in
which the Borrower owns 100% of the Equity Interests, 100% of the voting common
stock of GAIC, (d) GAFRI, AAG, or any of their respective Subsidiaries (or any
combination thereof) shall cease to own, directly or indirectly through a direct
non−regulated holding company (which does not (i) have any material
Indebtedness, (ii) transact any material business, and (iii) own any material
assets other than Equity Interests of GALIC and other Insurance Subsidiaries) in
which GAFRI, AAG or one of their respective Subsidiaries (or any combination
thereof) owns 100% of the Equity Interests, 100% of the voting common stock of
GALIC, or (e) any Change of Control (howsoever defined) shall occur with respect
to any other Indebtedness of the Borrower or any of its
Subsidiaries.

     

    “Closing Date” means
the date upon which the initial extensions of credit are made pursuant to this
Agreement, which shall be the date upon which each of the conditions set forth
in Sections 3.1 and 3.2 shall have been
satisfied or waived in accordance with the terms of this Agreement.

     


    
      
        
           

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    “Code” means the
Internal Revenue Code of 1986, as amended from time to time, and any successor
statute, and all rules and regulations from time to time promulgated
thereunder.

     

    “Commitment” means,
with respect to any Lender at any time, the commitment of such Lender to make
Loans in an aggregate principal amount at any time outstanding up to the amount
set forth opposite such Lender’s name on Schedule 1.1(a) under the
caption “Commitment” or, if such Lender has entered into one or more Assignment
and Assumptions, the amount set forth for such Lender at such time in the
Register maintained by the Administrative Agent pursuant to Section 9.6(c) as such Lender’s
“Commitment,” in either case, as such amount may be reduced at or prior to such
time pursuant to the terms hereof.

     

    “Compliance
Certificate” means a fully completed and duly executed certificate in the
form of Exhibit C,
together with a Covenant Compliance Worksheet.

     

    “Consolidated Net
Income” means, for any period, the net income (or loss) of the Borrower
and its Subsidiaries, determined in accordance with GAAP on a consolidated
basis, and as reported by the Borrower on its Form 10−K or Form
10−Q.

     

    “Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is
bound.

     

    “Control” means, with
respect to any Person, the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms “Controlled” and “Controlling” have correlative
meanings.

     

    “Credit Documents”
means this Agreement, the Notes, the Engagement Letter, and all other
agreements, instruments, documents and certificates now or hereafter executed
and delivered to the Administrative Agent or any Lender by or on behalf of the
Borrower with respect to this Agreement, in each case as amended, modified,
supplemented or restated from time to time.

     

    “Debt Issuance” means
the issuance, sale or incurrence by the Borrower or any of its Subsidiaries
after the Closing Date of any debt securities or other Indebtedness, whether in
a public offering or otherwise, except for (i) Indebtedness under this
Agreement; (ii) Indebtedness under the Existing Credit Agreement, (iii)
Indebtedness under letters of credit, (iv) Indebtedness of Brothers Property
Corporation, and (v) Indebtedness of National Interstate.

     

    “Debt Rating” has the
meaning specified in the definition of “Applicable Percentage.”

     

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

     


    
      
        
           

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    “Default” means any
event or condition that, with the passage of time or giving of notice, or both,
would constitute an Event of Default.

     

    “Defaulting Lender”
means any Lender that (i) has refused to fund, or otherwise defaulted in
the funding of, its ratable share of any Borrowing requested and permitted to be
made hereunder, (ii) has failed to pay to the Administrative Agent or any
Lender when due an amount owed by such Lender pursuant to the terms of this
Agreement, unless such amount is subject to a good faith dispute, or
(iii) has been deemed insolvent or has become subject to a bankruptcy or
insolvency proceeding or to a receiver, trustee or similar official, and such
refusal has not been withdrawn or such default has not been cured within three
Business Days.

     

    “Disposition” or
“Dispose” means
the sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person, including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated
therewith.

     

    “Dollars” or “$” means dollars of
the United States of America.

     

    “Engagement Letter”
means the letter from the Administrative Agent and the Arranger to the Borrower,
dated July 1, 2008, relating to certain fees payable by the Borrower in respect
of the transactions contemplated by this Agreement, as amended, modified,
restated or supplemented from time to time.

     

    “Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any of its Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

     

    “Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or
other ownership or profit interests in) such Person, all of the warrants,
options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust
interests therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are outstanding on any date of
determination.

     


    
      
        
           

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    “Equity Issuance”
means the issuance, sale or other disposition by the Borrower or any of its
Subsidiaries after the Closing Date of their respective Equity Interests; provided, however, that the
term Equity Issuance shall not include the issuance, sale or other disposition
of (i) any Equity Interest by any Subsidiary of the Borrower to the Borrower or
any other Subsidiary of the Borrower; (ii) any Equity Interest of the Borrower,
and rights or options for any Equity Interest of the Borrower, and the
underlying shares issued upon exercise thereof, in each case issued, sold or
granted to directors and employees of the Borrower and its Subsidiaries pursuant
to employee benefit plans, deferred compensation plans, employment agreements or
other employment arrangements approved by the Board of Directors of the Borrower
or (iii) any Equity Interests of the Borrower or National Interstate pursuant to
any dividend reinvestment plan.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any successor statute, and all rules and regulations from time to time
promulgated thereunder.

     

    “ERISA Affiliate”
means any Person (including any trade or business, whether or not incorporated)
deemed to be under “common control” with, or a member of the same “controlled
group” as, the Borrower or any of its Subsidiaries, within the meaning of
Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of
ERISA.

     

    “ERISA Event” means
any of the following with respect to a Plan or Multiemployer Plan, as
applicable:  (i) a Reportable Event, (ii) a complete or partial
withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan that
results in liability under Section 4201 or 4204 of ERISA, or the receipt by the
Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is
in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or
that it intends to terminate or has terminated under Section 4041A of ERISA,
(iii) the distribution by the Borrower or any ERISA Affiliate under Section 4041
or 4041A of ERISA of a notice of intent to terminate any Plan or the taking of
any action to terminate any Plan, (iv) the commencement of proceedings by the
PBGC under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan, or the receipt by the Borrower or any ERISA
Affiliate of a notice from any Multiemployer Plan that such action has been
taken by the PBGC with respect to such Multiemployer Plan, (v) the institution
of a proceeding by any fiduciary of any Multiemployer Plan against the Borrower
or any ERISA Affiliate to enforce Section 515 of ERISA, which is not dismissed
within 30 days, (vi) the imposition upon the Borrower or any ERISA Affiliate of
any liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, or the imposition or threatened
imposition of any Lien upon any assets of the Borrower or any ERISA Affiliate as
a result of any alleged failure to comply with the Code or ERISA in respect of
any Plan, (vii) the engaging in or otherwise becoming liable for a nonexempt
Prohibited Transaction by the Borrower or any ERISA Affiliate, or a violation of
the applicable requirements of Section 404 or 405 of ERISA or the exclusive
benefit rule under Section 401(a) of the Code by any fiduciary of any Plan for
which the Borrower or any of its ERISA Affiliates may be directly or indirectly
liable, (viii) the failure of any Plan to satisfy the minimum funding standard
of Section 302 of ERISA and Section 412 of the Code, whether or not waived, (ix)
with respect to plan years 

     


    
      
        
           

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      beginning
prior to January 1, 2008, the adoption of an amendment to any Plan that,
pursuant to Section 307 of ERISA, would require the provision of security to
such Plan by the Borrower or an ERISA Affiliate, or (x) with respect to plan
years beginning on or after the PPA 2006 Effective Date, the incurrence of an
obligation to provide a notice under Section 101(j) of ERISA, the adoption of an
amendment which may not take effect due to the application of Section 436(c)(1)
of the Code or Section 206(g)(2)(A) of ERISA, or the payment of a contribution
in order to satisfy the requirements of Section 436(c)(2) of the Code or Section
206(g)(2)(B) of ERISA.

    

     

    “Event of Default” has
the meaning given to such term in Section 7.1.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, and any
successor statute, and all rules and regulations from time to time promulgated
thereunder.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (i) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending Office
is located, (ii) any branch profits taxes imposed by the United States or
any similar tax imposed by any other jurisdiction in which the Borrower is
located and (iii) in the case of a Foreign Lender (other than an assignee
pursuant to a request by the Borrower under Section 2.18(a)), any withholding
tax that is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or is
attributable to such Foreign Lender’s failure or inability (other than as a
result of a Change in Law) to comply with Section 2.16(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new Lending Office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.16(a).

     

    “Existing Credit
Agreement” means that certain Credit Agreement, dated as of March 29,
2006 among the Borrower, AAG, the lenders from time to time party thereto, and
Bank Of America, N.A., as administrative agent, as amended by the First
Amendment to Credit Agreement, dated as of January 18, 2008.

     

    “Federal Funds Rate”
means, for any period, a fluctuating per annum interest rate (rounded upwards,
if necessary, to the nearest 1/100 of one percentage point) 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 immediately preceding Business Day) by the Federal Reserve
Bank of New York, or if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such transactions
received by the Administrative Agent from three federal funds brokers of
recognized standing selected by the Administrative Agent.

     

    “Federal Reserve
Board” means the Board of Governors of the Federal Reserve System or any
successor thereto.

     


    
      
        
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    “fiscal quarter” or
“FQ” means a
fiscal quarter of the Borrower and its Subsidiaries.

     

    “fiscal year” or
“FY” means a
fiscal year of the Borrower and its Subsidiaries.

     

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

     

    “Foreign Subsidiary”
means a Subsidiary of the Borrower that is a “controlled foreign corporation,”
as such term is defined in Section 957 of the Code.

     

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

     

    “GAAP” means generally
accepted accounting principles in the United States of America, as set forth in
the statements, opinions and pronouncements of the Accounting Principles Board,
the American Institute of Certified Public Accountants and the Financial
Accounting Standards Board, consistently applied and maintained, as in effect
from time to time (subject to the provisions of Section 1.2).

     

    “GAFRI” means Great
American Financial Resources, Inc., a Delaware corporation.

     

    “GAIC” means Great
American Insurance Company, an Ohio insurance company.

     

    “GALIC” means Great
American Life Insurance Company, an Ohio insurance company.

     

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

     

    “Guaranty Obligation”
means, with respect to any Person, any direct or indirect liability of such
Person with respect to any Indebtedness, liability or other obligation (the
“primary
obligation”) of another Person (the “primary obligor”),
whether or not contingent, (i) to purchase, repurchase or otherwise acquire
such primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or provide funds (x) for the payment or
discharge of any such primary obligation or (y) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth
or solvency or any balance sheet item, level of income or financial condition of
the primary obligor (including, without limitation,, keep well agreements,
maintenance agreements, comfort letters or similar agreements or arrangements),
(iii) to lease or purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor in respect thereof to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any
such primary obligation against loss or failure or inability to
perform

     


    
      
        
           

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      in
respect thereof; provided, however, that, with
respect to the Borrower and its Subsidiaries, the term Guaranty Obligation shall
not include endorsements for collection or deposit in the ordinary course
of business.  The amount of any Guaranty Obligation of any
guaranteeing Person hereunder shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guaranty Obligation is made and (b) the maximum
amount for which such guaranteeing Person may be liable pursuant to the terms of
the instrument embodying such Guaranty Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing Person may be
liable are not stated or determinable, in which case the amount of such Guaranty
Obligation shall be such guaranteeing Person’s maximum reasonably anticipated
liability in respect thereof as determined by such guaranteeing Person in good
faith.

       

    

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

     

    “Hybrid Securities”
has the meaning specified in the last paragraph of Section 6.10.

     

    “Indebtedness” means,
as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:

     

    (a) all
obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;

     

    (b) all
direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’acceptances, bank guaranties, surety
bonds and similar instruments other than under insurance policies issued by an
Insurance Subsidiary;

     

    (c) net
obligations of such Person under any Swap Contract;

     

    (d) all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of
business);

     

    (e)
indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under
conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in
recourse;

     

    (f)
Capitalized Leases and Synthetic Lease Obligations;

     

    (g) all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other
Person, valued, in the case of a redeemable preferred interest, at the greater
of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends; and

     

    (h) all
Guaranty Obligations of such Person in respect of any of the
foregoing.

     


    
      
        
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    For all
purposes hereof, the Indebtedness of any Person shall include the Indebtedness
of any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or a joint venturer, unless such Indebtedness is expressly made
non−recourse to such Person.  The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date. The amount of any Capitalized Lease or Synthetic Lease
Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

    “Insurance
Authorities” means collectively, in relation to any particular
jurisdiction, the insurance regulatory authorities, commissions, agencies,
departments, boards or other authorities of or in that
jurisdiction.

     

    “Insurance Subsidiary”
means each Significant Subsidiary of the Borrower engaged primarily in the
insurance business and licensed as an insurance company in one or more states or
Puerto Rico.

     

    “Interest and Dividend
Charges” means, for any period, with respect to the Borrower, the sum
(without duplication) of (a) the aggregate amount of interest, including
commitment fees, charges in the nature of interest under Capitalized Leases and
net amounts due under Swap Contracts, accrued directly by the Borrower (whether
such interest is reflected as an item of expense or capitalized but excluding
interest on intercompany debt) in accordance with GAAP, plus (b) actual cash
dividends (including liquidating distributions and dividends paid on AFG Capital
Trust Securities) paid by the Borrower (other than regular cash dividends paid
on the Borrower’s common stock in amounts consistent with past practice and
other than dividends paid to any holding company that is a Subsidiary of the
Borrower) with respect to Equity Interests.

     

    “Interest Period” has
the meaning given to such term in Section 2.10.

     

    “Internal Control
Event” means a material weakness in, or fraud that involves management or
other employees who have a significant role in, the Borrower’s internal controls
over financial reporting, in each case as described in the Securities
Laws.

     

    “Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) any loan, advance or extension of credit (including
Guaranty Obligations), (b) any capital contribution or purchase of Equity
Interests, and (c) any acquisition of property other than upon full payment in
cash at fair market value; provided, however that the term
“Investment” shall not include (i) investments and reinvestments in portfolio
securities in the ordinary course of business, (ii) sales or other transfers of
portfolio assets among the Borrower and its Subsidiaries in the ordinary course
of business, (iii) trade and customer accounts receivable for property leased,
goods furnished or services rendered in the ordinary course of business and
payable on a current basis in accordance with customary trade terms, (iv)
deposits, advances or prepayments to suppliers for property leased or licensed,
goods furnished and services rendered in the ordinary course of business, (v)
advances to employees for relocation and travel expenses, drawing accounts and
similar expenditures, (vi) stock or other

     


    
      
        
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      securities
acquired in connection with the satisfaction or enforcement of Indebtedness or
claims due to any Person or as security for any such Indebtedness or claims or
(vii) demand deposits in banks or similar financial institutions.  For
purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in value of such Investment.

       

    

    “IP Rights” has the
meaning specified in Section
4.18.

     

    “IRS” means the United
States Internal Revenue Service.

     

    “Laws” means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.

     

    “Lender” means each
Person signatory hereto as a “Lender” and each other Person that becomes a
“Lender” hereunder pursuant to Section 9.6, and their respective
successors and assigns.

     

    “Lending Office”
means, with respect to any Lender, the office of such Lender designated as such
in such Lender’s Administrative Questionnaire or in connection with an
Assignment and Assumption, or such other office as may be otherwise designated
in writing from time to time by such Lender to the Borrower and the
Administrative Agent.  A Lender may designate separate Lending Offices
as provided in the foregoing sentence for the purposes of making or maintaining
different Types of Loans, and, with respect to LIBOR Loans, such office may be a
domestic or foreign branch or Affiliate of such Lender.

     

    “LIBOR Loan” means, at
any time, any Loan that bears interest at such time at the Adjusted LIBOR
Rate.

     

    “LIBOR Rate” means,
for any Interest Period with respect to a LIBOR Loan, the rate per annum
obtained by dividing (i) (y) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period or (z) if such rate is not available at such time for any reason, then
the LIBOR Rate for such Interest Period shall be the rate per annum determined
by the Administrative Agent to be the rate at which deposits in Dollars for
delivery on the first day of such Interest Period in same day funds in the
approximate amount of the LIBOR Loan being made, continued or converted by
Wachovia and with a term equivalent to such Interest Period would be offered by
Wachovia’s London Branch to major banks in the London interbank eurodollar
market at their request at approximately 11:00 a.m. (London time) two Business
Days prior to
the commencement of such Interest Period by (ii) the amount equal to 1.00 minus
the Reserve Requirement (expressed as a decimal) for such Interest
Period.

     


    
      
        
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    “Lien” means any
mortgage, pledge, hypothecation, assignment, security interest, lien (statutory
or otherwise), charge or other encumbrance of any nature, whether voluntary or
involuntary, including, without limitation, the interest of any vendor or lessor
under any conditional sale agreement, title retention agreement, Capital Lease
or any other lease or arrangement having substantially the same effect as any of
the foregoing.

     

    “Lindner Family
Members” means Carl H. Lindner, his wife and all lineal descendents and
their wives, as well as trusts established by or for the benefit of such
persons.

     

    “Loans” has the
meaning given to such term in Section 2.1.

     

    “Margin Stock” has the
meaning given to such term in Regulation U.

     

    “Material Adverse
Effect” means (a) a material adverse change in, or a material adverse
effect upon, the operations, business, properties, liabilities (actual or
contingent), condition (financial or otherwise) or prospects of the Borrower,
individually, or the Borrower and its Subsidiaries taken as a whole; (b) a
material impairment of the ability of the Borrower to perform its obligations
under any Credit Document; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against the Borrower of any Credit
Document.

     

    “Maturity Date” means
July 20, 2009.

     

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

     

    “Multiemployer Plan”
means any “multiemployer plan” within the meaning of Section 4001(a)(3) of
ERISA to which the Borrower or any ERISA Affiliate makes, is making or is
obligated to make contributions or has made or been obligated to make
contributions.

     

    “NAIC” means the
National Association of Insurance Commissioners.

     

    “National Interstate”
means National Interstate Corporation, an Ohio corporation.

     

    “Net Cash Proceeds”
means, in the case of any Equity Issuance or Debt Issuance, the aggregate cash
proceeds received by the Borrower or any of its Subsidiaries in respect thereof,
less reasonable fees and out-of-pocket expenses payable by the Borrower or any
of its Subsidiaries in connection therewith.

     

    “Non−Recourse Real Estate
Indebtedness” means, with respect to any Person, any Indebtedness of such
Person for which the owner of such Indebtedness has no recourse, directly or
indirectly, to such Person for the principal of, premium, if any, and interest
on such Indebtedness, and for which such Person is not directly or indirectly
obligated or otherwise liable for the principal of, premium, if any, and
interest on such Indebtedness, except with respect to real property of such
Person pursuant to mortgages, deeds of trust or other security interests to
which such Indebtedness relates, provided that
recourse obligations or liabilities solely for fraud, environmental matters and
other customary “non−recourse carve−outs” in respect of any Indebtedness
will not prevent Indebtedness from being classified as Non−Recourse Real Estate
Indebtedness.

     


    
      
        
           

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    “Note” means, with
respect to any Lender requesting the same, the promissory note of the Borrower
in favor of such Lender evidencing the Loans made by such Lender pursuant to
Section 2.1(a), in
substantially the form of Exhibit A, together with any
amendments, modifications and supplements thereto, substitutions therefor and
restatements thereof.

     

    “Notice of Borrowing”
has the meaning given to such term in Section 2.2(b).

     

    “Notice of
Conversion/Continuation” has the meaning given to such term in Section 2.11(b).

     

    “Obligations” means
all principal of and interest (including interest accruing after the filing of a
petition or commencement of a case by or with respect to the Borrower seeking
relief under any applicable federal and state laws pertaining to bankruptcy,
reorganization, arrangement, moratorium, readjustment of debts, dissolution,
liquidation or other debtor relief, specifically including, without limitation,
the Debtor Relief Laws, whether or not the claim for such interest is allowed in
such proceeding) on the Loans and all fees, expenses, indemnities and other
obligations owing, due or payable at any time by the Borrower to the
Administrative Agent, any Lender or any other Person entitled thereto, under
this Agreement or any of the other Credit Documents, in each case whether direct
or indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, and whether existing by
contract, operation of law or otherwise.

     

    “OFAC” means the U.S.
Department of the Treasury’s Office of Foreign Assets Control, and any successor
thereto.

     

    “Organization
Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non−U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

     

    “Other Taxes” means
all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or
under any other Credit Document or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Credit
Document.

     

    “Participant” has the
meaning given to such term in Section 9.6(d).

     

    “PATRIOT Act” means
the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism (USA PATRIOT Act) of 2001, as
amended from time to time, and any successor statute, and all rules and
regulations from time to time promulgated thereunder.

     


    
      
        
           

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    “Payment Office” means
the office of the Administrative Agent designated on Schedule 1.1(a) under the
heading “Instructions for wire transfers to the Administrative Agent,” or such
other office as the Administrative Agent may designate to the Lenders and the
Borrower for such purpose from time to time.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA, and any successor thereto.

     

    “PCAOB” means the
Public Company Accounting Oversight Board.

     

    “Pension Plan” means
any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by either Borrower or any ERISA Affiliate thereof
or to which either Borrower or any ERISA Affiliate thereof contributes or has an
obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time during
the immediately preceding five plan years.

     

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

     

    “Plan” means any
“employee pension benefit plan” within the meaning of Section 3(2) of ERISA
that is subject to the provisions of Title IV of ERISA (other than a
Multiemployer Plan) and to which the Borrower or any ERISA Affiliate may have
any liability.

     

    “Platform” has the
meaning specified in Section
5.2.

     

    “Public Lender” has
the meaning specified in Section 5.2.

     

    “Register” has the
meaning given to such term in Section 9.6(c).

     

    “Registered Public Accounting
Firm” has the meaning specified in the Securities Laws and shall be
independent of the Borrower as provided by the Securities Laws.

     

    “Regulations D, T, U and
X” means Regulations D, T, U and X, respectively, of the Federal Reserve
Board, and any successor regulations.

     

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

     

    “Reportable Event”
means, with respect to any Plan, (i) any “reportable event” within the meaning
of Section 4043(c) of ERISA for which the 30-day notice under Section 4043(a) of
ERISA has not been waived by the PBGC (including, without limitation, any
failure to meet the minimum funding standard of, or timely make any required
installment under, Section 412 of the Code or Section 302 of ERISA, regardless
of the issuance of any waivers in accordance with

     


    
      
        
           

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      Section
412 of the Code), (ii) any such “reportable event” subject to advance notice to
the PBGC under Section 4043(b)(3) of ERISA, (iii) any application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the
Code, and (iv) a cessation of operations described in Section 4062(e) of
ERISA.

       

    

    “Required Lenders”
means, at any time, the Lenders holding outstanding Loans and unutilized
Commitments (or, after the termination of the Commitments, outstanding Loans)
representing more than 50% of the aggregate, at such time, of all outstanding
Loans and unutilized Commitments (or, after the termination of the Commitments,
the aggregate at such time of all outstanding Loans).

     

    “Requirement of Law”
means, with respect to any Person, the charter, articles or certificate of
organization or incorporation and bylaws or other organizational or governing
documents of such Person, and any statute, law, treaty, rule, regulation, order,
decree, writ, injunction or determination of any arbitrator or court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
or otherwise pertaining to any or all of the transactions contemplated by this
Agreement and the other Credit Documents.

     

    “Reserve Requirement”
means, with respect to any Interest Period, the reserve percentage (expressed as
a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%)
in effect from time to time during such Interest Period, as provided by the
Federal Reserve Board, applied for determining the maximum reserve requirements
(including, without limitation, basic, supplemental, marginal and emergency
reserves) applicable to Wachovia under Regulation D with respect to
“Eurocurrency liabilities” within the meaning of Regulation D, or under any
similar or successor regulation with respect to Eurocurrency liabilities or
Eurocurrency funding.

     

    “Responsible Officer”
means, means a chief executive officer, president, executive vice president,
senior vice president, chief financial officer, general counsel, treasurer or
assistant treasurer of the Borrower. Any document delivered hereunder that is
signed by a Responsible Officer of the Borrower shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of the Borrower and such Responsible Officer shall be
conclusively presumed to have acted on behalf of the Borrower.

     

    “Restricted Payment”
means (a) the declaration or payment of any dividend on any Equity Interest of
the Borrower or any Subsidiary, other than dividends payable solely in shares of
common stock, (b) the purchase or other retirement of any class of Equity
Interest of the Borrower or any Subsidiary, (c) any other distribution on or in
respect of any class of Equity Interest of the Borrower or any Subsidiary, and
(d) any payment of principal or interest or premium on, or any purchase or other
retirement of, any Indebtedness required to be subordinated to the Obligations
under this Agreement and the other Credit Documents, including (i) the
Subordinated Debentures, and (ii) intercompany debt obligations of the Borrower
owing to any of its Subsidiaries or Affiliates.

     

    “RICA” means Republic
Indemnity Company of America, a California insurance company.

     


    
      
        
           

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    “Sanctioned Country”
means a country subject to a sanctions program identified on the list maintained
by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs/,
or as otherwise published from time to time.

     

    “Sanctioned Person”
means (i) a Person named on the list of Specially Designated Nationals or
Blocked Persons maintained by OFAC available at http://www.treas.gov/-

    offices/enforcement/ofac/sdn/index.shtml,
or as otherwise published from time to time, or (ii) (A) an agency of
the government of a Sanctioned Country, (B) an organization controlled by a
Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to
the extent subject to a sanctions program administered by OFAC.

     

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

     

    “Sarbanes−Oxley” means
the Sarbanes−Oxley Act of 2002.

     

    “SEC” means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.

     

    “Securities Laws”
means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes−Oxley and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the
PCAOB.

     

    “Significant
Subsidiary” means any Subsidiary of the Borrower which has five percent
(5%) or more of the total assets of the Borrower and its Subsidiaries
(determined as of the last day of the most recent fiscal quarter), and shall in
any event include (i) GAIC, (ii) GALIC, (iii) RICA, (iv) GAFRI, (v) Great
American Holding, Inc., (vi) APU Holding, (vii) AAG and (viii) the successors
and assigns of any of the foregoing permitted under this Agreement.

     

    “Statutory Accounting
Methods” means the statutory reporting practices prescribed by the
applicable Insurance Authorities with respect to the Insurance
Subsidiaries.

     

    “Subordinated
Debentures” means any subordinated debentures (which debentures shall be
subordinated to the Obligations on terms satisfactory to the Administrative
Agent) issued by the Borrower or any of its Subsidiaries on or prior to the
Closing Date (or, in the case only of the Borrower or GAFRI, after the Closing
Date as contemplated by Section
6.13(c)(ii)) to AAG Trust, American Financial Capital Trust I or any
other trust or similar entity controlled by the Borrower or any of its
Subsidiaries.

     

    “Subordination
Agreement” means the Subordination Agreement substantially in the form of
Exhibit E pursuant to
which the Borrower’s Subsidiaries and Affiliates to which the Borrower has any
Indebtedness shall unconditionally subordinate any Indebtedness owed to it by
the Borrower to the prior payment in full of the Obligations.

     

    “Subsidiary” means any
person of which the Borrower (or other specified Person) shall at the time,
directly or indirectly through one or more of its Subsidiaries, (i) own more
than 50% of the outstanding Equity Interests entitled to vote generally, (ii)
hold more than 50% of the

     


    
      
        
           

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      Equity
Interests or (iii) be a general partner or joint venture. Unless otherwise
specified, all references to a “Subsidiary” or to “Subsidiaries” shall refer to
a Subsidiary or Subsidiaries of the Borrower.

       

    

    “Swap Contract” means
(a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross−currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master
Agreement.

     

    “Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to
such Swap Contracts, (i) for any date on or after the date such Swap Contracts
have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (ii) for any date prior to the date
referenced in clause (i), the amount(s) determined as the mark−to−market
value(s) for such Swap Contracts, as determined based upon one or more
mid−market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

     

    “Synthetic Lease
Obligation” means the monetary obligation of a Person under (i) a
so−called synthetic, off−balance sheet or tax retention lease, or (ii) an
agreement for the use or possession of property creating obligations that do not
appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

     

    “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable
thereto.

     

    “Termination Date”
means the Maturity Date or such earlier date of termination of the Commitments
pursuant to Section 2.5 or Section 7.2.

     

    “Type” has the meaning
given to such term in Section 2.2(a).

     

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

     


    
      
        
           

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    “Unutilized
Commitment” means, with respect to any Lender at any time, such Lender’s
Commitment at such time less the sum of the aggregate
principal amount of all Loans made by such Lender that are outstanding at such
time.

     

    “Wachovia” means
Wachovia Bank, National Association, and its successors and
assigns.

     

    “Wholly Owned” means,
with respect to any Subsidiary of any Person, that 100% of the outstanding
Capital Stock of such Subsidiary (excluding any directors’ qualifying shares and
shares required to be held by foreign nationals, in the case of a Foreign
Subsidiary) is owned, directly or indirectly, by such Person.

     

    1.2           Accounting Terms. 


     

    .  Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with, GAAP applied on a basis consistent with the most recent audited
consolidated financial statements of the Borrower delivered to the Lenders prior
to the Closing Date; provided that if the
Borrower notifies the Administrative Agent that it wishes to amend any financial
covenant in Section 6.10
to eliminate the effect of any change in GAAP on the operation of such covenant
(or if the Administrative Agent notifies the Borrower that the Required Lenders
wish to amend Section 6.10
for such purpose), then the Borrower’s compliance with such covenant
shall be determined on the basis of GAAP as in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn
or such covenant is amended in a manner satisfactory to the Borrower and the
Required Lenders.

     

    1.3           Other Terms;
Construction.

     

    (a)           The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.”  The word
“will” shall be
construed to have the same meaning and effect as the word “shall.”  Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented, restated or otherwise modified (subject to any restrictions on
such amendments, supplements, restatements or modifications set forth herein or
in any other Credit Document), (ii) any reference herein to any Person
shall be construed to include such Person’s successors and assigns permitted
hereunder, (iii) the words “herein,” “hereof” and “hereunder,” and words
of similar import when used in any Credit Document, shall be construed to refer
to such Credit Document in its entirety and not to any particular provision
thereof, (iv) all references in a Credit Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, 

     


    
      
        
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      the
Credit Document in which such references appear, (v) any reference to any
law or regulation herein shall, unless otherwise specified, refer to such law or
regulation as amended, modified or supplemented from time to time, and
(vi) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.



    (b)           For
purposes of Section
7.1(b), a breach of a financial covenant contained in Section 6.10 shall be deemed
to have occurred as of any date of determination thereof by the Administrative
Agent or as of the last day of any specified measuring period, regardless of
when the financial statements reflecting such breach are delivered to the
Administrative Agent and the Lenders.

     

     

    ARTICLE
II

     

    AMOUNT
AND TERMS OF THE LOANS

     

    2.1           Commitments.

     

    Each
Lender severally agrees, subject to and on the terms and conditions of this
Agreement, to make loans (each, a “Loan,” and
collectively, the “Loans”) to the
Borrower, from time to time on any Business Day during the period from and
including the Closing Date to but not including the Termination Date, in an
aggregate principal amount at any time outstanding not exceeding its Commitment,
provided that
no Borrowing of Loans shall be made if, immediately after giving effect thereto,
(y) the aggregate principal amount of Loans made by any Lender would exceed
its Commitment at such time or (z) the aggregate principal amount of all
outstanding Loans would exceed the aggregate Commitments at such
time.  Subject to and on the terms and conditions of this Agreement,
the Borrower may borrow, repay and reborrow Loans.

     

    2.2           Borrowings.

     

    (a)           The
Loans shall, at the option of the Borrower and subject to the terms and
conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a
“Type” of
Loan), provided
that (i) all Loans comprising the same Borrowing shall, unless otherwise
specifically provided herein, be of the same Type, and (ii) no LIBOR Loans
may be borrowed at any time prior to the third Business Day after the Closing
Date.

     

    (b)           In
order to make a Borrowing (other than Borrowings involving continuations or
conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Borrower will
give the Administrative Agent written notice not later than 11:00 a.m.,
Charlotte time, three Business Days prior to each Borrowing to be comprised of
LIBOR Loans and one Business Day prior to each Borrowing to be comprised of Base
Rate Loans; provided, however, that
requests for the Borrowing of the Loans to be made on the Closing Date may, at
the discretion of the Administrative Agent, be given with less advance notice
than as specified hereinabove.  Each such notice (each, a “Notice of Borrowing”)
shall be irrevocable, shall be given in the form of Exhibit B-1 and shall
specify (1) the aggregate principal amount and initial Type of the Loans to
be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR
Loans, the initial Interest Period to be applicable thereto, and (3) the
requested date of Borrowing, which shall be a

     


    
      
        
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      Business
Day.  Upon its receipt of a Notice of Borrowing, the Administrative
Agent will promptly notify each applicable Lender of the proposed
Borrowing.  Notwithstanding anything to the contrary contained
herein:



    (i)           the
aggregate principal amount of each Borrowing comprised of Base Rate Loans shall
not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000
in excess thereof (or, if less, in the amount of the aggregate Unutilized
Commitments), and the aggregate principal amount of each Borrowing comprised of
LIBOR Loans shall not be less than $5,000,000 or, if greater, an integral
multiple of $1,000,000 in excess thereof;

     

    (ii)           if
the Borrower shall have failed to designate the Type of Loans comprising a
Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised
of Base Rate Loans; and

     

    (iii)           if
the Borrower shall have failed to select the duration of the Interest Period to
be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed
to have selected an Interest Period with a duration of one month.

     

    (c)           Not
later than 1:00 p.m., Charlotte time, on the requested date of Borrowing, each
Lender will make available to the Administrative Agent at the Payment Office an
amount, in Dollars and in immediately available funds, equal to the amount of
the Loan or Loans to be made by such Lender.  To the extent such
Lenders have made such amounts available to the Administrative Agent as provided
hereinabove, the Administrative Agent will make the aggregate of such amounts
available to the Borrower in accordance with Section 2.3(a) and in like funds
as received by the Administrative Agent.

     

    2.3          Disbursements; Funding Reliance; Domicile of
Loans.

     

    (a)           The
Borrower hereby authorizes the Administrative Agent to disburse the proceeds of
each Borrowing in accordance with the terms of any written instructions from any
Authorized Officer of the Borrower, provided that the
Administrative Agent shall not be obligated under any circumstances to forward
amounts to any account not listed in an Account Designation
Letter.  The Borrower may at any time deliver to the Administrative
Agent an Account Designation Letter listing any additional accounts or deleting
any accounts listed in a previous Account Designation Letter.

     

    (b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.2 and may, in reliance
upon such assumption, make available to the Borrower a corresponding
amount.  In such event, if a Lender has not in fact made its share of
the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent,
at

     


    
      
        
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      (i) in
the case of a payment to be made by such Lender, the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation and (ii) in the case of a
payment to be made by the Borrower, the Adjusted Base Rate.  If the
Borrower and such Lender shall pay such interest to the Administrative Agent for
the same or an overlapping period, the Administrative Agent shall promptly remit
to the Borrower the amount of such interest paid by the Borrower for such
period.  If such Lender pays its share of the applicable Borrowing to
the Administrative Agent, then the amount so paid shall constitute such Lender’s
Loan included in such Borrowing.  Any payment by the Borrower shall be
without prejudice to any claim the Borrower may have against a Lender that shall
have failed to make such payment to the Administrative Agent.

       

             
(c)           The
obligations of the Lenders hereunder to make Loans and to make payments pursuant
to Section 9.1(c) are several and not
joint.  The failure of any Lender to make any Loan or to make any such
payment on any date shall not relieve any other Lender of its corresponding
obligation, if any, hereunder to do so on such date, but no Lender shall be
responsible for the failure of any other Lender to so make its Loan or to make
any such payment required hereunder.

    

     

    (d)           Each
Lender may, at its option, make and maintain any Loan at, to or for the account
of any of its Lending Offices, provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan to or for the account of such Lender in accordance with the terms of
this Agreement.

     

    2.4           Evidence of Debt;
Notes.

     

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

     

    (b)           The
Administrative Agent shall maintain the Register pursuant to Section 9.6(c), and a subaccount
for each Lender, in which Register and subaccounts (taken together) shall be
recorded (i) the amount of each such Loan and Type of each such Loan and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder in respect of each such Loan and (iii) the amount of any
sum received by the Administrative Agent hereunder from the Borrower in respect
of each such Loan and each Lender’s share thereof.

     

    (c)           The
entries made in the accounts, Register and subaccounts maintained pursuant to
Section 2.4(b) (and, if consistent
with the entries of the Administrative Agent, Section 2.4(a)) shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain such account, such
Register or such subaccount, as applicable, or any error therein, shall not in
any manner affect the obligation of the Borrower to repay (with applicable
interest) the Loans made to the Borrower by such Lender in accordance with the
terms of this Agreement.

     


    
      
        
           

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    (d)           The
Loans made by each Lender shall, if requested by the applicable Lender (which
request shall be made to the Administrative Agent), be evidenced by a Note
appropriately completed in substantially the form of Exhibit A executed by the
Borrower and payable to the order of such Lender.  Each Note shall be
entitled to all of the benefits of this Agreement and the other Credit Documents
and shall be subject to the provisions hereof and thereof.

     

    2.5           Termination and Reduction of
Commitments.

     

    (a)           The
Commitments shall be automatically and permanently terminated on the Termination
Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 7.2.

     

    (b)           At
any time and from time to time after the date hereof, upon not less than five
Business Days’ prior written notice to the Administrative Agent, the Borrower
may terminate in whole or reduce in part the aggregate Unutilized Commitments,
provided that
any such partial reduction shall be in an aggregate amount of not less than
$5,000,000 or, if greater, an integral multiple of $1,000,000 in excess
thereof.  The amount of any termination or reduction made under this
Section 2.5(b) may not thereafter
be reinstated.  Each reduction of the Commitments pursuant to this
Section shall be applied ratably among the Lenders according to their respective
Commitments.

     

    2.6           Mandatory Payments and
Prepayments.

     

    (a)           Except
to the extent due or paid sooner pursuant to the provisions of this Agreement,
the aggregate outstanding principal of the Loans shall be due and payable in
full on the Maturity Date.

     

    (b)           In
the event that, at any time, the aggregate principal amount of outstanding Loans
shall exceed the aggregate Commitments at such time (after giving effect to any
concurrent termination or reduction thereof), the Borrower will immediately
prepay the outstanding principal amount of the Loans in the amount of such
excess.

     

    (c)           Promptly
upon (and in any event not later than one Business Day after) receipt thereof by
the Borrower or any of its Subsidiaries, the Borrower will prepay the
outstanding principal amount of the Loans in an amount equal to 100% of the Net
Cash Proceeds from any Equity Issuance, 100% of the Net Cash Proceeds from any
Debt Issuance and 100% of the Net Cash Proceeds from the issuance of any Hybrid
Securities, and will deliver to the Administrative Agent, concurrently with such
prepayment, a certificate signed by a Responsible Officer of the Borrower in
form and substance satisfactory to the Administrative Agent and setting forth
the calculation of such Net Cash Proceeds.

     

    (d)           Each
prepayment of the Loans made pursuant to Sections 2.6(c) shall be applied to
reduce the outstanding principal amount of the Loans (with a corresponding
permanent reduction of the Commitments).  Such prepayments shall be
applied first to prepay all Base Rate Loans, and then to prepay LIBOR Loans in
direct order of Interest Period maturities.  Each payment or
prepayment pursuant to the provisions of this Section 2.6 shall be applied
ratably among the Lenders holding the Loans being prepaid, in proportion to the
principal amount held by each.  Each payment or prepayment of a LIBOR
Loan made pursuant to the provisions of this

     


    
      
        
           

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      Section
on a day other than the last day of the Interest Period applicable thereto shall
be made together with all amounts required under Section 2.17 to be paid as a
consequence thereof.

       

    

    (e)           In
the event the Administrative Agent receives a notice of prepayment with respect
to Sections 2.6(c), the Administrative
Agent will give prompt notice thereof to the Lenders; provided that if such
notice has also been furnished to the Lenders, the Administrative Agent shall
have no obligation to notify the Lenders with respect thereto.

     

    2.7           Voluntary
Prepayments.

     

    (a)           At
any time and from time to time, the Borrower shall have the right to prepay the
Loans, in whole or in part, without premium or penalty (except as provided in
clause (iii) below), upon written notice given to the Administrative Agent
not later than 11:00 a.m., Charlotte time, three Business Days prior to each
intended prepayment of LIBOR Loans and one Business Day prior to each intended
prepayment of Base Rate Loans, provided that
(i) each partial prepayment of LIBOR Loans shall be in an aggregate
principal amount of not less than $5,000,000 or, if greater, an integral
multiple of $1,000,000 in excess thereof, and each partial prepayment of Base
Rate Loans shall be in an aggregate principal amount of not less than $3,000,000
or, if greater, an integral multiple of $1,000,000 in excess thereof,
(ii) no partial prepayment of LIBOR Loans made pursuant to any single
Borrowing shall reduce the aggregate outstanding principal amount of the
remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any
greater amount not an integral multiple of $1,000,000 in excess thereof, and
(iii) unless made together with all amounts required under Section 2.17 to be paid as a
consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on
the last day of the Interest Period applicable thereto.  Each such
notice shall specify the proposed date of such prepayment and the aggregate
principal amount and Type of the Loans to be prepaid (and, in the case of LIBOR
Loans, the Interest Period of the Borrowing pursuant to which made), and shall
be irrevocable and shall bind the Borrower to make such prepayment on the terms
specified therein.  Loans prepaid pursuant to this Section 2.7(a) may be reborrowed,
subject to the terms and conditions of this Agreement.  In the event
the Administrative Agent receives a notice of prepayment under this Section, the
Administrative Agent will give prompt notice thereof to the Lenders; provided that if such
notice has also been furnished to the Lenders, the Administrative Agent shall
have no obligation to notify the Lenders with respect thereto.

     

    (b)           Each
prepayment of the Loans made pursuant to Section 2.7(a) shall be applied
ratably among the Lenders holding the Loans being prepaid, in proportion to the
principal amount held by each.

     

    2.8           Interest.

     

    (a)           The
Borrower will pay interest in respect of the unpaid principal amount of each
Loan, from the date of Borrowing thereof until such principal amount shall be
paid in full, (i) at the Adjusted Base Rate, as in effect from time to time
during such periods as such Loan is a Base Rate Loan, and (ii) at the
Adjusted LIBOR Rate, as in effect from time to time during such periods as such
Loan is a LIBOR Loan.

     


    
      
        
           

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    (b)           Upon
the occurrence and during the continuance of any Event of Default under Section 7.1(a)(i), and
(at the election of the Required Lenders) upon the occurrence and during the
continuance of any other Event of Default, all outstanding principal amounts of
the Loans and, to the greatest extent permitted by law, all interest accrued on
the Loans and all other accrued and outstanding fees and other amounts
hereunder, shall bear interest at a rate per annum equal to the interest rate
applicable from time to time thereafter to such Loans (whether the Adjusted Base
Rate or the Adjusted LIBOR Rate) plus 2% (or, in the case of interest, fees and
other amounts for which no rate is provided hereunder, at the Adjusted Base Rate
applicable to Loans plus 2%), and, in each case, such default interest shall be
payable on demand.  To the greatest extent permitted by law, interest
shall continue to accrue after the filing by or against the Borrower of any
petition seeking any relief in bankruptcy or under any law pertaining to
insolvency or debtor relief.

     

    (c)           Accrued
(and theretofore unpaid) interest shall be payable as follows:

     

    (i)           in
respect of each Base Rate Loan (including any Base Rate Loan or portion thereof
paid or prepaid pursuant to the provisions of Section 2.6, except as provided
hereinbelow), in arrears on the last Business Day of each calendar quarter,
beginning with the first such day to occur after the Closing Date; provided, that in the
event the Loans are repaid or prepaid in full and the Commitments have been
terminated, then accrued interest in respect of all Base Rate Loans shall be
payable together with such repayment or prepayment on the date
thereof;

     

    (ii)           in
respect of each LIBOR Loan (including any LIBOR Loan or portion thereof paid or
prepaid pursuant to the provisions of Section 2.6, except as provided
herein below), in arrears (y) on the last Business Day of the Interest
Period applicable thereto (subject to the provisions of Section 2.10(iv)) and (z) in
addition, in the case of a LIBOR Loan with an Interest Period having a duration
of six months, on each date on which interest would have been payable under
clause (y) above had successive Interest Periods of three months’ duration
been applicable to such LIBOR Loan; provided, that in the
event all LIBOR Loans made pursuant to a single Borrowing are repaid or prepaid
in full, then accrued interest in respect of such LIBOR Loans shall be payable
together with such repayment or prepayment on the date thereof; and

     

    (iii)           in
respect of any Loan, at maturity (whether pursuant to acceleration or otherwise)
and, after maturity, on demand.

     

    (d)           Nothing
contained in this Agreement or in any other Credit Document shall be deemed to
establish or require the payment of interest to any Lender at a rate in excess
of the maximum rate permitted by applicable law.  If the amount of
interest payable for the account of any Lender on any interest payment date
would exceed the maximum amount permitted by applicable law to be charged by
such Lender, the amount of interest payable for its account on such interest
payment date shall be automatically reduced to such maximum permissible
amount.  In the event of any such reduction affecting any Lender, if
from time to time thereafter the amount of interest payable for the account of
such Lender on any interest payment date would be less than the maximum amount
permitted by applicable law to be charged by such Lender, then the amount of
interest payable for its account on such subsequent interest payment date shall
be

     


    
      
        
           

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      automatically
increased to such maximum permissible amount, provided that at no
time shall the aggregate amount by which interest paid for the account of any
Lender has been increased pursuant to this sentence exceed the aggregate amount
by which interest paid for its account has theretofore been reduced pursuant to
the previous sentence.



    (e)           The
Administrative Agent shall promptly notify the Borrower and the Lenders upon
determining the interest rate for each Borrowing of LIBOR Loans after its
receipt of the relevant Notice of Borrowing or Notice of
Conversion/Continuation, and upon each change in the Base Rate; provided, however, that the
failure of the Administrative Agent to provide the Borrower or the Lenders with
any such notice shall neither affect any obligations of the Borrower or the
Lenders hereunder nor result in any liability on the part of the Administrative
Agent to the Borrower or any Lender.  Each such determination
(including each determination of the Reserve Requirement) shall, absent manifest
error, be conclusive and binding on all parties hereto.

     

    2.9           Fees.

     

    The
Borrower agrees to pay:

     

    (a)           To
the Arranger and Wachovia, for their own respective accounts, on the Closing
Date, the fees required under the Engagement Letter to be paid to them on the
Closing Date, in the amounts due and payable on the Closing Date as required by
the terms thereof;

     

    (b)           To
the Administrative Agent, for the account of each Lender, a commitment fee for
each calendar quarter (or portion thereof) for the period from the date of this
Agreement to the Termination Date, at a per annum rate equal to the Applicable
Percentage in effect for such fee from time to time during such quarter on such
Lender’s ratable share (based on the proportion that its Commitment bears to the
aggregate Commitments) of the average daily aggregate Unutilized Commitments,
payable in arrears (i) on the last Business Day of each calendar quarter,
beginning with the first such day to occur after the Closing Date, and
(ii) on the Termination Date; and

     

    (c)           To
the Administrative Agent, for its own account, the annual administrative fee
described in the Engagement Letter, on the terms, in the amount and at the times
set forth therein.

     

    2.10           Interest Periods.

     

    Concurrently
with the giving of a Notice of Borrowing or Notice of Conversion/Continuation in
respect of any Borrowing comprised of Base Rate Loans to be converted into, or
LIBOR Loans to be continued as, LIBOR Loans, the Borrower shall have the right
to elect, pursuant to such notice, the interest period (each, an “Interest Period”) to
be applicable to such LIBOR Loans, which Interest Period shall, at the option of
the Borrower, be a one, two, three or six-month period; provided, however,
that:

     

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

     


    
      
        
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    (ii)           the
initial Interest Period for any LIBOR Loan shall commence on the date of the
Borrowing of such LIBOR Loan (including the date of any continuation of, or
conversion into, such LIBOR Loan), and each successive Interest Period
applicable to such LIBOR Loan shall commence on the day on which the next
preceding Interest Period applicable thereto expires;

     

    (iii)           LIBOR
Loans may not be outstanding under more than four separate Interest Periods at
any one time (for which purpose Interest Periods shall be deemed to be separate
even if they are coterminous);

     

    (iv)           if
any Interest Period otherwise would expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day unless
such next succeeding Business Day falls in another calendar month, in which case
such Interest Period shall expire on the next preceding Business
Day;

     

    (v)           the
Borrower may not select any Interest Period that expires after the Maturity
Date, with respect to Loans that are to be maintained as LIBOR
Loans;

     

    (vi)           if
any Interest Period begins on a day for which there is no numerically
corresponding day in the calendar month during which such Interest Period would
otherwise expire, such Interest Period shall expire on the last Business Day of
such calendar month; and

     

    (vii)           the
Borrower may not select any Interest Period (and consequently, no LIBOR Loans
shall be made) if a Default or Event of Default shall have occurred and be
continuing at the time of such Notice of Borrowing or Notice of
Conversion/Continuation with respect to any Borrowing.

     

    2.11           Conversions and
Continuations.

     

    (a)           The
Borrower shall have the right, on any Business Day occurring on or after the
Closing Date, to elect (i) to convert all or a portion of the outstanding
principal amount of any Base Rate Loans into LIBOR Loans, or to convert any
LIBOR Loans the Interest Periods for which end on the same day into Base Rate
Loans, or (ii) upon the expiration of any Interest Period, to continue all
or a portion of the outstanding principal amount of any LIBOR Loans the Interest
Periods for which end on the same day for an additional Interest Period, provided that
(w) any such conversion of LIBOR Loans into Base Rate Loans shall involve
an aggregate principal amount of not less than $3,000,000 or, if greater, an
integral multiple of $1,000,000 in excess thereof; any such conversion of Base
Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate
principal amount of not less than $5,000,000 or, if greater, an integral
multiple of $1,000,000 in excess thereof; and no partial conversion of LIBOR
Loans made pursuant to a single Borrowing shall reduce the outstanding principal
amount of such LIBOR Loans to less than $5,000,000 or to any greater amount not
an integral multiple of $1,000,000 in excess thereof, (y) except as
otherwise provided in Section 2.15(f), LIBOR Loans may
be converted into Base Rate Loans only on the last day of the Interest Period
applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base
Rate Loan on any day other than the last day of the Interest Period applicable
thereto, the Borrower will pay, upon such conversion,
all amounts required under Section 2.17 to be paid as a
consequence thereof), and (z) no conversion of Base Rate Loans into LIBOR
Loans or continuation of LIBOR Loans shall be permitted during the continuance
of a Default or Event of Default.

     


    
      
        
           

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    (b)           The
Borrower shall make each such election by giving the Administrative Agent
written notice not later than 11:00 a.m., Charlotte time, three Business Days
prior to the intended effective date of any conversion of Base Rate Loans into,
or continuation of, LIBOR Loans and one Business Day prior to the intended
effective date of any conversion of LIBOR Loans into Base Rate
Loans.  Each such notice (each, a “Notice of
Conversion/Continuation”) shall be irrevocable, shall be given in the
form of Exhibit B-2
and shall specify (x) the date of such conversion or continuation (which
shall be a Business Day), (y) in the case of a conversion into, or a
continuation of, LIBOR Loans, the Interest Period to be applicable thereto, and
(z) the aggregate amount and Type of the Loans being converted or
continued.  Upon the receipt of a Notice of Conversion/Continuation,
the Administrative Agent will promptly notify each Lender of the proposed
conversion or continuation.  In the event that the Borrower shall fail
to deliver a Notice of Conversion/Continuation as provided herein with respect
to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be
converted to Base Rate Loans upon the expiration of the then current Interest
Period applicable thereto (unless repaid pursuant to the terms
hereof).  In the event the Borrower shall have failed to select in a
Notice of Conversion/Continuation the duration of the Interest Period to be
applicable to any conversion into, or continuation of, LIBOR Loans, then the
Borrower shall be deemed to have selected an Interest Period with a duration of
one month.

     

    2.12           Method of Payments;
Computations; Apportionment of Payments.

     

    (a)           All
payments by the Borrower hereunder shall be made without setoff, counterclaim or
other defense, in Dollars and in immediately available funds to the
Administrative Agent, for the account of the Lenders entitled to such payment
(except as otherwise expressly provided herein as to payments required to be
made directly to the Lenders) at the Payment Office prior to 12:00 noon,
Charlotte time, on the date payment is due.  Any payment made as
required hereinabove, but after 12:00 noon, Charlotte time, shall be deemed to
have been made on the next succeeding Business Day.  If any payment
falls due on a day that is not a Business Day, then such due date shall be
extended to the next succeeding Business Day (except that in the case of LIBOR
Loans to which the provisions of Section 2.10(iv) are applicable,
such due date shall be the next preceding Business Day), and such extension of
time shall then be included in the computation of payment of interest, fees or
other applicable amounts.

     

    (b)           The
Administrative Agent will distribute to the Lenders like amounts relating to
payments made to the Administrative Agent for the account of the Lenders as
follows:  (i) if the payment is received by 12:00 noon, Charlotte
time, in immediately available funds, the Administrative Agent will make
available to each Lender on the same date, by wire transfer of immediately
available funds, such Lender’s ratable share of such payment (based on the
percentage that the amount of the relevant payment owing to such Lender bears to
the total amount of such payment owing to all of the relevant Lenders), and
(ii) if such payment is received after 12:00 noon, Charlotte time, or in
other than immediately available funds, the Administrative Agent will make
available to each Lender its ratable share of such payment by

     


    
      
        
           

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      wire
transfer of immediately available funds on the next succeeding Business Day (or
in the case of uncollected funds, as soon as practicable after
collected).  If the Administrative Agent shall not have made a
required distribution to the Lenders as required hereinabove after receiving a
payment for the account of such Lenders, the Administrative Agent will pay to
each such Lender, on demand, its ratable share of such payment with interest
thereon at the Federal Funds Rate for each day from the date such amount was
required to be disbursed by the Administrative Agent until the date repaid to
such Lender.

       

    

    (c)           Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due.  In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender, with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

     

    (d)           All
computations of interest and fees hereunder (including computations of the
Reserve Requirement) shall be made on the basis of a year consisting of
(i) in the case of interest on Base Rate Loans to the extent based on
Wachovia’s prime rate, 365/366 days, as the case may be, or (ii) in all
other instances, 360 days; and in each case under (i) and (ii) above, with
regard to the actual number of days (including the first day, but excluding the
last day) elapsed.

     

    (e)           Notwithstanding
any other provision of this Agreement or any other Credit Document to the
contrary, all amounts collected or received by the Administrative Agent or any
Lender after acceleration of the Loans pursuant to Section 7.2 shall be applied by
the Administrative Agent as follows:

     

    (i)           first, to the payment
of all reasonable out-of-pocket costs and expenses (including, without
limitation, reasonable attorneys’ and consultants’ fees irrespective of whether
such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of
the Administrative Agent in connection with enforcing the rights of the Lenders
under the Credit Documents;

     

    (ii)           second, to the
payment of any fees owed to the Administrative Agent hereunder or under any
other Credit Document;

     

    (iii)           third, to the payment
of all reasonable and documented out-of-pocket costs and expenses (including,
without limitation, reasonable attorneys’ and consultants’ fees irrespective of
whether such fees are allowed as a claim after the occurrence of a Bankruptcy
Event) of each of the Lenders in connection with enforcing its rights under the
Credit Documents or otherwise with respect to the Obligations owing to such
Lender;

     


    
      
        
           

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    (iv)           fourth, to the
payment of all of the Obligations consisting of accrued fees and interest
(including, without limitation, fees incurred and interest accruing at the then
applicable rate after the occurrence of a Bankruptcy Event irrespective of
whether a claim for such fees incurred and interest accruing is allowed in such
proceeding);

     

    (v)           fifth, to the payment
of the outstanding principal amount of the Obligations;

     

    (vi)           sixth, to the payment
of all other Obligations and other obligations that shall have become due and
payable under the Credit Documents or otherwise and not repaid; and

     

    (vii)           seventh, to the
payment of the surplus (if any) to whomever may be lawfully entitled to receive
such surplus.

     

    In
carrying out the foregoing, (y) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category and (z) all amounts shall be apportioned ratably among
the Lenders or in proportion to the amounts of such principal, interest, fees or
other Obligations owed to them respectively pursuant to clauses (iii)
through (vii) above.

     

    2.13           Recovery of
Payments.

     

    (a)           The
Borrower agrees that to the extent the Borrower makes a payment or payments to
or for the account of the Administrative Agent or any Lender, which payment or
payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other party under any bankruptcy, insolvency or similar state or
federal law, common law or equitable cause (whether as a result of any demand,
settlement, litigation or otherwise), then, to the extent of such payment or
repayment, the Obligation intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been
received.

     

    (b)           If
any amounts distributed by the Administrative Agent to any Lender are
subsequently returned or repaid by the Administrative Agent to the Borrower, its
representative or successor in interest, or any other Person, whether by court
order, by settlement approved by the Lender in question, or pursuant to
applicable Requirements of Law, such Lender will, promptly upon receipt of
notice thereof from the Administrative Agent, pay the Administrative Agent such
amount.  If any such amounts are recovered by the Administrative Agent
from the Borrower, its representative or successor in interest or such other
Person, the Administrative Agent will redistribute such amounts to the Lenders
on the same basis as such amounts were originally distributed.

     

    2.14           Pro Rata
Treatment.

     

    (a)           All
fundings, continuations and conversions of Loans shall be made by the Lenders
pro rata on the basis of their respective Commitments to provide Loans (in the
case of the funding of Loans pursuant to Section 2.2) or on the basis of
their respective outstanding Loans (in the case of continuations and conversions
of Loans pursuant to Section 2.11, and

     


    
      
        
           

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      additionally
in all cases in the event the Commitments for Loans have expired or have been
terminated), as the case may be from time to time.  All payments on
account of principal of or interest on any Loans, fees or any other Obligations
owing to or for the account of any one or more Lenders shall be apportioned
ratably among such Lenders in proportion to the amounts of such principal,
interest, fees or other Obligations owed to them
respectively.



    (b)           If
any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans or other Obligations hereunder resulting in such Lender’s receiving
payment of a proportion of the aggregate amount of its Loans and accrued
interest thereon or other such Obligations greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Loans and such
other Obligations of the other Lenders, or make such other adjustments as shall
be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and other amounts owing them, provided that
(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this Section shall not be construed to
apply to (x) any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement or (y) any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or Participant, other than to the Borrower or any
Subsidiary thereof (as to which the provisions of this Section 2.14(b) shall
apply).  The Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.  If under any applicable Debtor Relief Law, any
Lender receives a secured claim in lieu of a setoff to which this Section 2.14(b) applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section 2.14(b) to share in the
benefits of any recovery on such secured claim.

     

    2.15           Increased Costs; Change in
Circumstances; Illegality.

     

    (a)           If
any Change in Law shall:

     

    (i)           impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except the
Reserve Requirement reflected in the LIBOR Rate);

     

    (ii)           subject
any Lender to any tax of any kind whatsoever with respect to this Agreement or
any LIBOR Loan made by it, or change the basis of taxation of payments to such
Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered
by Section 2.16 and the imposition
of, or any change in the rate of, any Excluded Tax payable by such Lender);
or

     


    
      
        
           

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    (iii)           impose
on any Lender or the London interbank market any other condition, cost or
expense affecting this Agreement or LIBOR Loans made by such
Lender;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any LIBOR Loan (or of maintaining its obligation to make
any such Loan), or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or any other amount),
then, upon request of such Lender, the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

     

    (b)           If
any Lender determines that any Change in Law affecting such Lender or any
Lending Office of such Lender or such Lender’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s capital or on the capital of such Lender’s holding
company, if any, as a consequence of this Agreement, the Commitment of such
Lender or the Loans made by such Lender, to a level below that which such Lender
or such Lender’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy), then from time to
time the Borrower will pay to such Lender such additional amount or amounts as
will compensate such Lender or such Lender’s holding company for any such
reduction suffered.

     

    (c)           A
certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its holding company, as the case may be, as specified
in Section 2.15(a) or Section 2.15(b) and delivered to
the Borrower shall be conclusive absent manifest error.  The Borrower
shall pay such Lender the amount shown as due on any such certificate within ten
days after receipt thereof.

     

    (d)           Failure
or delay on the part of any Lender to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a waiver of such
Lender’s right to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than nine months prior to the date that such Lender notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender’s intention to claim compensation therefor (except that, if
the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof).

     

    (e)           If,
on or prior to the first day of any Interest Period, (y) the Administrative
Agent shall have determined that adequate and reasonable means do not exist for
ascertaining the applicable LIBOR Rate for such Interest Period or (z) the
Administrative Agent shall have received written notice from the Required
Lenders of their determination that the rate of interest referred to in the
definition of “LIBOR Rate” upon the basis of which the Adjusted LIBOR Rate for
LIBOR Loans for such Interest Period is to be determined will not adequately and
fairly reflect the cost to such Lenders of making or maintaining LIBOR Loans
during such Interest Period, the Administrative Agent will forthwith so notify
the Borrower and the Lenders.  Upon such notice, (i) all then
outstanding LIBOR Loans shall automatically, on the expiration date
of

     


    
      
        
           

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      the
respective Interest Periods applicable thereto (unless then repaid in full), be
converted into Base Rate Loans, (ii) the obligation of the Lenders to make,
to convert Base Rate Loans into, or to continue, LIBOR Loans shall be suspended
(including pursuant to the Borrowing to which such Interest Period applies), and
(iii) any Notice of Borrowing or Notice of Conversion/Continuation given at
any time thereafter with respect to LIBOR Loans shall be deemed to be a request
for Base Rate Loans, in each case until the Administrative Agent or the Required
Lenders, as the case may be, shall have determined that the circumstances giving
rise to such suspension no longer exist (and the Required Lenders, if making
such determination, shall have so notified the Administrative Agent), and the
Administrative Agent shall have so notified the Borrower and the
Lenders.



    (f)           Notwithstanding
any other provision in this Agreement, if, at any time after the date hereof and
from time to time, any Lender shall have determined in good faith that the
introduction of or any change in any applicable law, rule or regulation or in
the interpretation or administration thereof by any Governmental Authority
charged with the interpretation or administration thereof, or compliance with
any guideline or request from any such Governmental Authority (whether or not
having the force of law), has or would have the effect of making it unlawful for
such Lender to make or to continue to make or maintain LIBOR Loans, such Lender
will forthwith so notify the Administrative Agent and the
Borrower.  Upon such notice, (i) each of such Lender’s then
outstanding LIBOR Loans shall automatically, on the expiration date of the
respective Interest Period applicable thereto (or, to the extent any such LIBOR
Loan may not lawfully be maintained as a LIBOR Loan until such expiration date,
upon such notice) and to the extent not sooner prepaid, be converted into a Base
Rate Loan, (ii) the obligation of such Lender to make, to convert Base Rate
Loans into, or to continue, LIBOR Loans shall be suspended (including pursuant
to any Borrowing for which the Administrative Agent has received a Notice of
Borrowing but for which the date of Borrowing has not arrived), and
(iii) any Notice of Borrowing or Notice of Conversion/Continuation given at
any time thereafter with respect to LIBOR Loans shall, as to such Lender, be
deemed to be a request for a Base Rate Loan, in each case until such Lender
shall have determined that the circumstances giving rise to such suspension no
longer exist and shall have so notified the Administrative Agent, and the
Administrative Agent shall have so notified the Borrower.

     

    2.16           Taxes.

     

    (a)           Any
and all payments by or on account of any obligation of the Borrower hereunder or
under any other Credit Document shall be made free and clear of and without
reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the
Borrower shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent or Lender, as the case may be, receives an amount equal
to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower
shall timely pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.

     

    (b)           Without
limiting the provisions of Section 2.16(a), the Borrower
shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.

     


    
      
        
           

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    (c)           The
Borrower shall indemnify the Administrative Agent and each Lender, within ten
days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) paid by the
Administrative Agent or such Lender, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

     

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

     

    (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is resident for tax
purposes, or any treaty to which such jurisdiction is a party, with respect to
payments hereunder or under any other Credit Document shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate of withholding.  In addition, any
Lender, if requested by the Borrower or the Administrative Agent, shall deliver
such other documentation prescribed by applicable law or reasonably requested by
the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.

     

    Without
limiting the generality of the foregoing, in the event that the Borrower is
resident for tax purposes in the United States, any Foreign Lender shall deliver
to the Borrower and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the request of the Borrower or the Administrative Agent, but only if such
Foreign Lender is legally entitled to do so), whichever of the following is
applicable:

     

    (i)           duly
completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a
party,

     

    (ii)           duly
completed copies of Internal Revenue Service Form W-8ECI,

     

    (iii)           in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate to
the effect that such Foreign Lender is not (A) a “bank” within the meaning
of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in Section 881(c)(3)(C) of the Code
and (y) duly completed copies of Internal Revenue Service Form W-8BEN,
or

     


    
      
        
           

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    (iv)           any
other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together
with such supplementary documentation as may be prescribed by applicable law to
permit the Borrower to determine the withholding or deduction required to be
made.

     

    (f)           If
the Administrative Agent or any Lender determines, in its sole discretion, that
it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section, it shall pay to the Borrower an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender, as the case may be, and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental
Authority.  This Section 2.16(f) shall not be
construed to require the Administrative Agent or any Lender to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person.

     

    2.17           Compensation.

     

    The
Borrower will compensate each Lender upon demand for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund or maintain LIBOR Loans) that such Lender may
incur or sustain (i) if for any reason (other than a default by such
Lender) a Borrowing or continuation of, or conversion into, a LIBOR Loan does
not occur on a date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation, (ii) if any repayment, prepayment or conversion of
any LIBOR Loan occurs on a date other than the last day of an Interest Period
applicable thereto (including as a consequence of any assignment made pursuant
to Section 2.18(a) or any
acceleration of the maturity of the Loans pursuant to Section 7.2), (iii) if any
assignment of any LIBOR Loan made pursuant to Section 2.18(a) occurs on a
date other than the last day of any Interest Period applicable thereto,
(iv) if any prepayment of any LIBOR Loan is not made on any date specified
in a notice of prepayment given by the Borrower or (v) as a consequence of
any other failure by the Borrower to make any payments with respect to any LIBOR
Loan when due hereunder.  Calculation of all amounts payable to a
Lender under this Section 2.17 shall be made as
though such Lender had actually funded its relevant LIBOR Loan through the
purchase of a Eurodollar deposit bearing interest at the LIBOR Rate in an amount
equal to the amount of such LIBOR Loan, having a maturity comparable to the
relevant Interest Period; provided, however, that each
Lender may fund its LIBOR Loans in any manner it sees fit and the foregoing
assumption shall be utilized only for the calculation of amounts payable under
this Section 2.17.  A
certificate

     


    
      
        
           

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      (which
shall be in reasonable detail) showing the bases for the determinations set
forth in this Section 2.17 by any Lender as to
any additional amounts payable pursuant to this Section 2.17 shall be submitted by
such Lender to the Borrower either directly or through the Administrative
Agent.  Determinations set forth in any such certificate made in good
faith for purposes of this Section 2.17 of any such losses,
expenses or liabilities shall be conclusive absent manifest error.

       

    

    2.18           Replacement of Lenders;
Mitigation of Costs.

     

    (a)           The
Borrower may, at any time at its sole expense and effort, require any Lender
(i) that has requested compensation from the Borrower under Sections 2.15(a) or 2.15(b) or payments from
the Borrower under Section 2.16, or (ii) the
obligation of which to make or maintain LIBOR Loans has been suspended under
Section 2.15(f) or (iii) that
is a Defaulting Lender, in any case upon notice to such Lender and the
Administrative Agent, to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by,
Section 9.6), all of its
interests, rights and obligations under this Agreement and the related Credit
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided
that:

     

    (i)           the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 9.6(b)(iv);

     

    (ii)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Credit Documents (including
any amounts under Section 2.17) from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts);

     

    (iii)           in
the case of any such assignment resulting from a request for compensation under
Sections 2.15(a) or 2.15(b) or payments
required to be made pursuant to Section 2.16, such assignment will
result in a reduction in such compensation or payments thereafter;
and

     

    (iv)           such
assignment does not conflict with applicable Requirements of Law.

     

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

     

    (b)           If
any Lender requests compensation under Sections 2.15(a) or 2.15(b), or the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, or if any Lender
gives a notice pursuant to Section 2.15(f), then such Lender
shall use reasonable efforts to designate a different Lending Office for funding
or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Sections 2.15(a), 2.15(b) or 2.16, as the case may be,
in the future, or eliminate the need for the

     


    
      
        
           

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      notice
pursuant to Section 2.15(f), as applicable,
and (ii) in each case, would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

       

    

    ARTICLE
III

     

    CONDITIONS
OF BORROWING

     

    3.1           Conditions of Initial
Borrowing.

     

    The
obligation of each Lender to make Loans in connection with the initial Borrowing
hereunder, is subject to the satisfaction of the following conditions
precedent:

     

    (a)           The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the Borrower, each
dated the Closing Date (or, in the case of certificates of governmental
officials, a recent date before the Closing Date) and each in form and substance
satisfactory to the Administrative Agent and each of the Lenders:

     

    (i)           executed
counterparts of this Agreement, sufficient in number for distribution to the
Administrative Agent, each Lender and the Borrower;

     

    (ii)           a
Note executed by the Borrower in favor of each Lender requesting a
Note;

     

    (iii)           such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of the Borrower as the Administrative
Agent may require evidencing the identity, authority and capacity of each
Responsible Officer thereof authorized to act as a Responsible Officer in
connection with this Agreement and the other Credit Documents;

     

    (iv)           such
documents and certifications as the Administrative Agent may reasonably require
to evidence that the Borrower is duly organized or formed, and that the Borrower
is validly existing, in good standing and qualified to engage in business in
each jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect;

     

    (v)           a
favorable opinion of Keating, Muething & Klekamp, counsel to the Borrower,
addressed to the Administrative Agent and each Lender, as to the matters
concerning the Borrower and its Subsidiaries and the Credit Documents as the
Required Lenders may reasonably request;

     

    (vi)           a
certificate of a Responsible Officer of the Borrower either (A) attaching copies
of all consents, licenses and approvals required in connection with the
execution, delivery and performance by the Borrower and the validity against the
Borrower of the Credit
Documents, and such consents, licenses and approvals shall be in full force and
effect, or (B) stating that no such consents, licenses or approvals are so
required;

     


    
      
        
           

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    (vii)         a
certificate signed by a Responsible Officer of the Borrower certifying (A) that
the conditions specified in Sections 3.2(a) and (b) have been satisfied, and
(B) that there has been no event or circumstance since the date of the Audited
Financial Statements that has had or could be reasonably expected to have,
either individually or in the aggregate, a Material Adverse Effect; and (C) the
current Debt Ratings;

     

    (viii)        a
duly completed Compliance Certificate for the period ending March 31, 2008,
signed by a Responsible Officer of the Borrower; provided that the
delivery of a Compliance Certificate (as defined in the Existing Credit
Agreement) for such period shall be deemed to satisfy the requirements of this
Section
3.1(a)(viii);

     

    (ix)           executed
Subordination Agreement by each of the Borrower’s Subsidiaries and Affiliates to
which the Borrower has any Indebtedness; and

     

    (x)           such
other assurances, certificates, documents, consents or opinions as the
Administrative Agent or the Required Lenders reasonably may
require.

     

    (b)           Any
fees related to this Agreement required to be paid on or before the Closing Date
shall have been paid.

     

    (c)           Unless
waived by the Administrative Agent, the Borrower shall have paid all fees,
charges and disbursements of counsel to the Administrative Agent (directly to
such counsel if requested by the Administrative Agent) to the extent invoiced
prior to or on the Closing Date, plus such additional amounts of such fees,
charges and disbursements as shall constitute its reasonable estimate of such
fees, charges and disbursements incurred or to be incurred by it through the
closing proceedings (provided that such estimate shall not thereafter preclude a
final settling of accounts between the Borrower and the Administrative
Agent).

     

    Without
limiting the generality of the provisions of Section 8.4, for purposes of
determining compliance with the conditions specified in this Section 3.1, each Lender that has
signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, (i) this Agreement and the Schedules and Exhibits
attached hereto and each other document to which it is a party or which it has
reviewed or (ii) any other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.

     

    3.2         
Conditions of All
Borrowings.

     

    The
obligation of each Lender to make any Loans hereunder, including the initial
Loans, is subject to the satisfaction of the following conditions precedent on
the relevant date of Borrowing:

     

    (a)           The
representations and warranties of the Borrower contained in Article IV or any other Credit
Document, or which are contained in any document furnished at any time
under

     


    
      
        
           

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      or in
connection herewith or therewith, shall be true and correct on and as of the
date of such Borrowing, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be
true and correct as of such earlier date, and except that for purposes of this
Section 3.2, the representations
and warranties contained in subsections (a), (b) and (c) of Section 4.5 shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a), (b) and
(c), respectively, of Section
5.1;

       

    

    (b)           No
Default of Event of Default shall exist, or would result from such proposed
Borrowing or from the application of the proceeds thereof; and

     

    (c)           The
Administrative Agent shall have received a Notice of Borrowing in accordance
with the requirements hereof.

     

    Each
Notice of Borrowing submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 3.2(a) and (b) have been satisfied on and
as of the date of the applicable Borrowing.

     

     

    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES

     

    To induce
the Administrative Agent and the Lenders to enter into this Agreement and to
induce the Lenders to extend the credit contemplated hereby, the Borrower
represents and warrants to the Administrative Agent and the Lenders as
follows:

     

    4.1           Existence, Qualification and
Power.

     

    The
Borrower and each of its Subsidiaries (a) is duly organized or formed, validly
existing and, as applicable, in good standing under the Laws of the jurisdiction
of its incorporation or organization, (b) has all requisite power and authority
and all requisite governmental licenses, insurance licenses, authorizations,
consents and approvals to (i) own its assets and carry on its business and (ii)
execute, deliver and perform its obligations under the Credit Documents to which
it is a party, and (c) is duly qualified and is licensed and in good standing
under the Laws of each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification or
license, except in each case referred to in clause (b)(i) or (c), to the extent
that failure to do so could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     

    4.2           Authorization;
No
Contravention.

     

    The
execution, delivery and performance by the Borrower of each Credit Document has
been duly authorized by all necessary corporate action, and does not and will
not (a) contravene the terms of any of the Borrower’s Organization Documents;
(b) conflict with or result in any breach or contravention of, or the creation
of any Lien under, or require any payment to be made under (i) any Contractual
Obligation to which the Borrower is a party or affecting the Borrower or the
properties of the Borrower or any of its Subsidiaries or (ii) any order,
injunction, writ or decree of
any Governmental Authority or any arbitral award to which the Borrower or its
property is subject; or (c) violate any Law.

     


    
      
        
           

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    4.3           Governmental Authorization; Other
Consents.

     

    No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, the Borrower of this Agreement or any other Credit
Document.

     

    4.4           Binding Effect.

     

    This
Agreement has been, and each other Credit Document, when delivered hereunder,
will have been, duly executed and delivered by the Borrower.  This
Agreement constitutes, and each other Credit Document when so delivered will
constitute, a legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, subject to Debtor Relief
Laws.

     

    4.5           Financial Statements; No
Material Adverse Effect.

     

    (a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and
Indebtedness.

     

    (b)           The
Borrower’s Form 10−K for the fiscal year ended December 31, 2007 (including all
of the financial statements and schedules included therein) contains all
information which is required to be stated therein in accordance with the
Exchange Act and conforms in all material respects to the requirements thereof;
and the Borrower’s Form 10−K for the fiscal year ended December 31, 2007 did not
when filed include any untrue statement of a material fact or omit to state a
material fact which was required to be stated therein or was necessary to make
the statements therein not misleading in the light of the circumstances in which
they were made.  The Borrower’s 10−K for the fiscal year ended
December 31, 2007 sets forth all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its consolidated Subsidiaries as of
the date of such financial statements, including liabilities for taxes, material
commitments and Indebtedness.

     

    (c)           The
December 31, 2007 annual financial statements of GAIC, GALIC and RICA in the
form filed with the Superintendent of Insurance of the State of Ohio and
California, respectively, were prepared in accordance with applicable statutory
accounting principles and fairly present in accordance with applicable statutory
regulations and guidelines, the financial condition of GAIC, GALIC and RICA at
the dates thereof and the results of its operation for the periods covered
thereby.

     


    
      
        
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    (d)           Since
the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.

     

    4.6           Litigation.

     

    There is
no litigation, at law or in equity, or any proceeding before any federal, state,
provincial or municipal court, board or other Governmental Authority or
administrative agency or any arbitrator pending or to the knowledge of the
Borrower threatened which may involve any material risk of any final judgment or
liability not adequately covered by insurance or which may otherwise,
individually or in the aggregate, result in a Material Adverse Effect, or which
questions the validity or enforceability of this Agreement or any other Credit
Document.  No judgment, decree, or order of any federal, state,
provincial or municipal court, board or other governmental or administrative
agency or arbitrator has been issued against the Borrower or any of its
Subsidiaries which has resulted, or poses a material risk of resulting in,
individually or in the aggregate, a Material Adverse Effect.

     

    4.7           No Default.

     

    Neither
the Borrower nor any of its Subsidiaries is in default under or with respect to
any Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  No Default
or Event of Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other
Credit Document.

     

    4.8           Ownership of Property;
Liens.

     

    The
Borrower and each of its Subsidiaries has good record and marketable title in
fee simple to, or valid leasehold interests in, all real property necessary or
used in the ordinary conduct of its business, except for such defects in title
as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.  The property of the Borrower and its
Subsidiaries is subject to no Liens, other than Liens permitted by Section 6.1.

     

    4.9           Environmental
Compliance.

     

    The
Borrower and its Subsidiaries conduct in the ordinary course of business a
review of the effect of existing Environmental Laws and claims alleging
potential liability or responsibility for violation of any Environmental Law on
their respective businesses, operations and properties, and as a result thereof
the Borrower has reasonably concluded that such Environmental Laws and claims
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

     

    4.10           Insurance.

     

    The
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies not a direct or indirect Subsidiary of
the Borrower, in such amounts (after giving effect to any self−insurance
compatible with the following standards), with such deductibles and covering
such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or the
applicable Subsidiary operates.

       

    

     


    
      
        
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    4.11           Taxes.

     

    The
Borrower and its Subsidiaries have filed all Federal, state and other material
tax returns and reports required to be filed, and have paid all Federal, state
and other material taxes, assessments, fees and other governmental charges
levied or imposed upon them or their properties, income or assets otherwise due
and payable, except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment against
the Borrower or any of its Subsidiaries that would, either individually or in
the aggregate, if made, have a Material Adverse Effect.  Neither the
Borrower nor any of its Subsidiaries is party to any tax sharing agreement,
other than the tax sharing agreements delivered to the Administrative Agent
pursuant to Section
6.12.

     

    4.12           ERISA
Compliance.

     

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

     

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

     

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

     

    4.13           Subsidiaries; Equity
Interests.

     

    As of the
Closing Date, the Borrower has no Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 4.13, and all of the
outstanding Equity Interests in such

     


    
      
        
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      Subsidiaries
have been validly issued, are fully paid and nonassessable and are directly or
indirectly owned by the Borrower or a Subsidiary in the amounts specified on
Part (a) of Schedule
4.13 free and clear of all Liens.  The Borrower has no equity
investments in excess of 10% of the equity capital in any other non−public
corporation or non−public entity other than those specifically disclosed in Part
(b) of Schedule
4.13.  All of the outstanding Equity Interests of the Borrower
have been validly issued, and are fully paid and nonassessable.

       

    

    4.14           Margin Regulations;
Investment Company Act.

     

    (a)           The
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying Margin Stock, or
extending credit for the purpose of purchasing or carrying Margin
Stock.

     

    (b)           None
of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is
required to be registered as an “investment company” under the Investment
Company Act of 1940.

     

    4.15           Disclosure.

     

    The
Borrower has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.  No report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf of
the Borrower to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Credit Document (in each case, as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

     

    4.16           Compliance with
Laws.

     

    The
Borrower and each of its Subsidiaries is in compliance in all material respects
with all Requirements of Law applicable to it or to its properties, except in
such instances in which (a) such Requirement of Law is being contested in good
faith by appropriate proceedings diligently conducted or (b) the failure to
comply therewith, either individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.

     

    4.17           Taxpayer Identification
Number.

     

    The
Borrower’s true and correct U.S. taxpayer identification numbers are set forth
on Schedule 1.1(a).

     

    
      
        
          
             

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    4.18           Intellectual Property;
Licenses, Etc.

     

    The
Borrower and each of its Subsidiaries own, or possess the right to use, all of
the trademarks, service marks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intellectual property rights (collectively,
“IP Rights”)
that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person. To the best knowledge of
the Borrower, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Borrower or any Subsidiary infringes upon any rights held by
any other Person.

     

    4.19           OFAC; Anti-Terrorism
Laws.

     

    (a)           Neither
the Borrower or any Affiliate of the Borrower (i) is a Sanctioned Person,
(ii) has more than 10% of its assets in Sanctioned Countries, or
(iii) derives more than 10% of its operating income from investments in, or
transactions with, Sanctioned Persons or Sanctioned Countries.  No
part of the proceeds of any Loan hereunder will be used directly or indirectly
to fund any operations in, finance any investments or activities in or make any
payments to, a Sanctioned Person or a Sanctioned Country.

     

    (b)           Neither
the making of the Loans hereunder nor the use of the proceeds thereof will
violate the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of
the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto.  The Borrower is in compliance in
all material respects with the PATRIOT Act. 

     

     

    ARTICLE
V

     

    AFFIRMATIVE
COVENANTS

     

    So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, the Borrower shall, and shall
(except in the case of the covenants set forth in Sections 5.1, 5.2, and 5.3) cause each of its
Subsidiaries to:

     

    5.1           Financial
Statements.

     

    Deliver
to the Administrative Agent and each Lender, in form and detail satisfactory to
the Administrative Agent and the Required Lenders:

     

    (a)           as
soon as available, but in any event within 90 days after the end of each fiscal
year of the Borrower (commencing with the fiscal year ended December 31, 2008),
the Annual Report on Form 10−K of the Borrower for the fiscal year then ended, a
consolidated balance sheet of the Borrower and its Subsidiaries, as at the end
of such fiscal year, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail and prepared in accordance with GAAP, such consolidated
statements of the Borrower to be audited and accompanied by (i) a report and
opinion of a Registered Public Accounting Firm of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and applicable
Securities Law and shall not be subject to any "going concern"

     


    
      
        
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      or like
qualification or exception or any qualification or exception as to the scope of
such audit and (ii) an opinion of such Registered Public Accounting Firm
independently assessing the Borrower’s internal controls over financial
reporting in accordance with Item 308 of SEC Regulation S−K, PCAOB Auditing
Standard No. 2 and Section 404 of Sarbanes−Oxley;

       

    

    (b)           as
soon as available, but in any event within 60 days after the end of each of the
first three fiscal quarters of each fiscal year of the Borrower (commencing with
the fiscal quarter ended June 30, 2008) the quarterly report of the Borrower as
required by the Exchange Act on Form 10−Q, a consolidated balance sheet of the
Borrower and its Subsidiaries, as at the end of such fiscal quarter, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such fiscal quarter and for the portion of the Borrower and
its Subsidiaries' fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail, such consolidated statements to be certified by a
Responsible Officer of the Borrower as fairly presenting the financial
condition, results of operations, shareholders' equity and cash flows of the
Borrower and its Subsidiaries, in accordance with GAAP, subject only to normal
year−end audit adjustments and the absence of footnotes; and

     

    (c)           as
soon as available, all quarterly and annual statutory financial statements,
including all exhibits and schedules thereto, of the Insurance Subsidiaries, in
the form required by the respective Insurance Authorities.

     

    As to any
information contained in materials furnished pursuant to Section 5.2(d), the Borrower
shall not be separately required to furnish such information under clause (a) or
(b) above, but the foregoing shall not be in derogation of the obligation of the
Borrower to furnish the information and materials described in clauses (a) or
(b) above at the times specified therein.

     

    5.2           Certificates; Other
Information.

     

    .  Deliver
to the Administrative Agent and each Lender, in form and detail satisfactory to
the Administrative Agent and the Required Lenders:

     

    (a)           concurrently
with the delivery of the financial statements referred to in Section 5.1(a), a certificate
of the Registered Public Accounting Firm certifying such financial statements
and stating that in making the examination necessary therefor no knowledge was
obtained of any Default or Event of Default under the financial covenants set
forth herein or, if any such Default or Event of Default shall exist, stating
the nature and status of such event;

     

    (b)           concurrently
with the delivery of the financial statements referred to in Sections 5.1(a) and (b) (commencing with the
delivery of the financial statements for the fiscal quarter ended June 30,
2008), a duly completed Compliance Certificate signed by a Responsible Officer
of the Borrower;

     

    (c)           promptly
after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the
board of directors (or the audit committee of the board of directors) of the
Borrower by independent accountants in connection with the accounts or
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    (d)           promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of the
Borrower, and copies of all annual, regular, periodic and special reports and
registration statements which the Borrower may file or be required to file with
the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and
not otherwise required to be delivered to the Administrative Agent pursuant
hereto;

     

    (e)           promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of the Borrower or any of its Subsidiaries pursuant to
the terms of any indenture, loan or credit or similar agreement and not
otherwise required to be furnished to the Lenders pursuant to Section 5.1 or any other
clause of this Section
6.2;

     

    (f)           promptly,
and in any event within five Business Days after receipt thereof by the Borrower
or any of its Subsidiaries, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non−U.S.
jurisdiction) concerning any investigation or possible investigation or other
inquiry by such agency regarding financial or other operational results of the
Borrower or any of its Subsidiaries; and

     

    (g)           promptly,
such additional information regarding the business, financial or corporate
affairs of the Borrower or any Subsidiary, or compliance with the terms of the
Credit Documents, as the Administrative Agent or any Lender may from time to
time reasonably request.

     

    Documents
required to be delivered pursuant to Section 5.1(a), (b), or (c) or Section 5. 2(d) (to the extent
any such documents are included in materials otherwise filed with the SEC) may
be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or
provides a link thereto on the Borrower's website on the Internet at the website
address listed on Schedule
1.1(a); or (ii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third−party website or
whether sponsored by the Administrative Agent); provided that: (i)
the Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender, (ii) the Borrower shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents and
(iii) so long as the Existing Credit Agreement is in full force and effect and
the financial covenants included in Section 7.10 of the Existing Credit
Agreement have not been amended, delivery of a Compliance Certificate (as
defined in the Existing Credit Agreement) shall be deemed to satisfy the
requirement of delivery of the Compliance Certificate to the Lenders
hereunder.  Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 5.2(b) to the
Administrative Agent and each Lender.  Except for such Compliance
Certificates, the Administrative Agent shall have no

     


    
      
        
           

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      obligation
to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.

       

    

    The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders materials and/or information
provided by the Borrower hereunder (or provided on its behalf with specific
authorization from the Borrower to make such information and materials available
to the Lenders) (collectively, “Borrower’s
Materials”) by posting the Borrower’s Materials on SyndTrak or another
similar electronic system (the “Platform”) and (b)
certain of the Lenders may be “public−side” Lenders (i.e., Lenders that do not
wish to receive material non−public information with respect to the Borrower or
its securities) (each, a “Public
Lender”).  The Borrower hereby agrees that (w) all Borrower’s
Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower’s Materials “PUBLIC,” the Borrower shall be deemed to have authorized
the Administrative Agent, the Arranger, and the Lenders to treat such Borrower’s
Materials as either publicly available information or not material information
(although it may be sensitive and proprietary) with respect to the Borrower or
its securities for purposes of United States Federal and state securities laws;
(y) all Borrower’s Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Investor;” and (z) the
Administrative Agent and the Arranger shall be entitled to treat any Borrower’s
Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated “Public Investor.”

     

    5.3           Notices.

     

    Promptly
notify the Administrative Agent and each Lender:

     

    (a)           of
the occurrence of any Default or Event of Default;

     

    (b)           of
any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non−performance of, or any
default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii)
any dispute, litigation, investigation, proceeding or suspension between the
Borrower or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or any Subsidiary, including pursuant to any applicable
Environmental Laws;

     

    (c)           of
the occurrence of any ERISA Event;

     

    (d)           of
any material change in accounting policies or financial reporting practices by
the Borrower or any Subsidiary;

     

    (e)           of
any announcement by Moody’s or S&P of any change in a Debt Rating;
and

     

    (f)           of
the determination by the Registered Public Accounting Firm providing the opinion
required under Section
5.1(a)(ii) or 5.2(a) (in connection with its
preparation of either such
opinion) or a Borrower’s determination at any time of the occurrence or the
existence of any Internal Control Event.

     


    
      
        
           

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    Each
notice pursuant to this Section (other than Section 5.3(e)) shall be
accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto.  Each
notice pursuant to Section
5.3(a) shall describe with particularity any and all provisions of this
Agreement and any other Credit Document that have been breached.

     

    5.4           Payment of
Obligations.

     

    Pay and
discharge as the same shall become due and payable, all its obligations and
liabilities, including (a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by the Borrower
or any Subsidiary; (b) all lawful claims which, if unpaid, would by law become a
Lien upon its property; and (c) all Indebtedness, as and when due and payable,
but subject to any subordination provisions contained in any instrument or
agreement evidencing such Indebtedness.

     

    5.5           Preservation of Existence,
Etc.

     

    (a)
Preserve, renew and maintain in full force and effect its legal existence and
good standing under the Laws of the jurisdiction of its organization except in a
transaction permitted by Section 6.4 or 6.5; (b) take all reasonable
action to maintain all rights, privileges, permits, licenses and franchises
necessary or desirable in the normal conduct of its business, except to the
extent that failure to do so could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and (c) preserve or
renew all of its registered patents, trademarks, trade names and service marks,
the non−preservation of which could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     

    5.6           Maintenance of
Properties.

     

    (a)
Maintain, preserve and protect all of its material properties and equipment
necessary in the operation of its business in good working order and condition,
ordinary wear and tear excepted; and (b) make all necessary repairs thereto and
renewals and replacements thereof except where the failure to do so could not,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and (c) use the standard of care typical in the
industry in the operation and maintenance of its facilities.

     

    5.7           Maintenance of
Insurance.

     

    .  Maintain
with financially sound and reputable insurance companies not Affiliates of the
Borrower, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts (after giving effect to
any self−insurance compatible with the following standards) as are customarily
carried under similar circumstances by such other

     


    
      
        
           

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    Persons
and providing for not less than 30 days’ prior notice to the Administrative
Agent of termination, lapse or cancellation of such insurance.

     

    5.8           Compliance with
Laws.

     

    Comply in
all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted; or (b) the failure to comply therewith could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     

    5.9           Books and Records.

     

    (a)         
Maintain proper books of record and account, in which full, true and correct
entries in conformity with GAAP consistently applied shall be made of all
financial transactions and matters involving the assets and business of the
Borrower and each Subsidiary; and (b) maintain such books of record and account
in material conformity with all applicable requirements of any Governmental
Authority having regulatory jurisdiction over the Borrower and each
Subsidiary.

     

    5.10           Inspection Rights.

     

    Permit
representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at the expense of the Borrower and at
such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.

     

    5.11           Use of Proceeds.

     

    Use the
proceeds of the Loans for working capital and other general corporate purposes
(except for share repurchases) and not in contravention of any Law or of any
Credit Document.

     

    5.12           Maintenance of Insurance
Licenses.

     

    Maintain
all insurance licenses in good standing under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its
business requires such license to conduct such business.

     

    5.13           OFAC, PATRIOT Act
Compliance.

     

    (a)           
 refrain from doing business in a Sanctioned Country or with a Sanctioned
Person in violation of the economic sanctions of the United States administered
by OFAC, and (b) provide, to the extent commercially reasonable, such
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      reasonably
requested by the Administrative Agent or any Lender in order to assist the
Administrative Agent and the Lenders in maintaining compliance with the PATRIOT
Act.

       

    

    ARTICLE
VI

     

    NEGATIVE
COVENANTS

     

    So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied:

     

    6.1           Liens.

     

    The
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

     

    (a)           [INTENTIONALLY
OMITTED]

     

    (b)           Investments
on deposit with Insurance Authorities that are required by statute or
regulation;

     

    (c)           Liens
on the assets of the Borrower and its Subsidiaries (other than the Equity
Interest of GAIC, GALIC or any other Insurance Subsidiary that is a Significant
Subsidiary) so long as no Default or Event of Default exists either before or
immediately after giving effect to the creation of such Liens; provided, however, that the
aggregate amount of Indebtedness of the Borrower and its Subsidiaries at any
time outstanding which is secured by Liens permitted under this Section 6.1(c) and Section 6.1(e) shall not
exceed $100,000,000;

     

    (d)           Liens
securing Indebtedness of any of the Subsidiaries owing to the
Borrower;

     

    (e)           Purchase
money Liens (including mortgages, conditional sales, Capitalized Leases and any
other title retention or deferred purchase devices) in property of the Borrower
or any of its Subsidiaries existing or created at the time of acquisition
thereof, and the extension and refunding of any such Lien in an amount not
exceeding the amount thereof remaining unpaid immediately prior to such
extension or refunding; provided, however, that (a) the
principal amount of Indebtedness (including Indebtedness in respect of
Capitalized Lease Obligations) secured by each such Lien shall not exceed the
fair market value (including all such Indebtedness secured thereby, whether or
not assumed) of the property subject thereto and (b) the aggregate amount of
Indebtedness of the Borrower and its Subsidiaries at any time outstanding which
is secured by Liens permitted under this Section 6.1(e) and Section 6.1(c) shall not
exceed $100,000,000; and

     

    (f)           Liens
to secure Non−Recourse Real Estate Indebtedness of the Borrower and its
Subsidiaries, provided such Liens
are and will remain confined to the property or assets subject to it at the time
of its creation (and to fixed improvements thereafter) erected on such property
or assets.

     

    
      
        
          
             

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    6.2           Investments.

     

    The
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, make any Investments, unless no Default or Event of Default exists
both before and immediately after giving effect to such
Investment.  Notwithstanding the foregoing, if a Default or Event of
Default shall exist, (a) any Subsidiary of the Borrower may make Investments in
any other Subsidiary or in the Borrower and (b) the Borrower may make
Investments in any of its Subsidiaries, provided that such
Subsidiary shall not then have outstanding any Indebtedness other than in
respect of this Agreement.

     

    6.3           Indebtedness.

     

    The
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume or suffer to exist any Indebtedness,
except:

     

    (a)           Indebtedness
under the Credit Documents;

     

    (b)           Indebtedness
in respect of Capitalized Leases and purchase money obligations for fixed or
capital assets within the limitations set forth in Section 6.1(e);
and

     

    (c)           other
Indebtedness at any time outstanding; provided, (i) that at
the time of incurrence of such Indebtedness and immediately after giving effect
thereto, no Default or Event of Default exists or could result therefrom, and
(ii) no Indebtedness shall have covenants more restrictive than the covenants
set forth in this Agreement.

     

    6.4           Fundamental
Changes.

     

    .  The
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, merge, dissolve, liquidate, consolidate with or into another Person,
or Dispose of any assets (whether now owned or hereafter acquired) to or in
favor of any Person, except that, so long as no Default or Event of Default
exists or would result therefrom:

     

    (a)           the
Borrower may become party to any merger or consolidation of which the Borrower
is the surviving entity so long as (i) the Borrower continues directly, or
indirectly through a direct non−regulated subsidiary holding company in which
the Borrower owns 100% of the Equity Interests, to own 100% of the voting common
stock of GAIC, and (ii) immediately after giving effect to such transaction no
Default or Event of Default shall occur or be continuing and the Borrower can
demonstrate pro forma compliance with the financial covenants contained in Section 6.10 of this Agreement
immediately after giving effect to such transaction;

     

    (b)           GAFRI
may become party to any merger or consolidation of which GAFRI is the surviving
entity or the surviving entity is an Affiliate of the Borrower so long as (i)
GAFRI continues directly, or indirectly through a direct non−regulated
subsidiary holding company in which GAFRI owns 100% of the Equity Interests, to
own 100% of the common stock of AAG, (ii) the Borrower, GAFRI, AAG or any of
their respective Subsidiaries continues directly to own 100% of the voting
common stock of GALIC, and (iii) immediately after giving effect to such
transaction no Default or Event of Default shall occur or be continuing and the
Borrower can demonstrate pro forma compliance with the financial covenants
contained in Section
6.10 immediately after giving effect to such transaction;

     


    
      
        
           

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    (c)           subject
to clauses (a) and (b) above, any Subsidiary of the Borrower may be merged into
or consolidated with, or may sell, lease or otherwise Dispose of any of its
assets to, the Borrower or any other Subsidiary of the Borrower, so long as in
the case of a merger or consolidation involving the Borrower, the Borrower shall
be the surviving or resulting Person.  Any Insurance Subsidiary may
merge into or be consolidated with another Insurance Subsidiary so long as in
the case of a merger or consolidation involving (i) GAIC, the surviving entity
shall be GAIC or (ii) GALIC, the surviving entity shall be GALIC;

     

    (d)           the
Borrower and its Subsidiaries may Dispose of assets in the ordinary course of
business that are no longer used or useful in such business or with respect to
any business that is discontinued; and

     

    (e)           the
Borrower and its Subsidiaries may from time to time sell or Dispose of assets
(other than stock of GAIC and GALIC) on arm’s length terms; provided, however,
that:

     

    (i)           the
net book value, determined in accordance with GAAP, of the assets sold pursuant
to this Section 6.4(e)
shall not exceed on a cumulative basis 25% of the net book value of all assets
of the Borrower and its Subsidiaries as of December 31, 2005 provided that, for
purposes of this clause (i), the net book value of assets sold shall not include
(A) sales and dispositions of assets among the Borrower and its Subsidiaries,
(B) sales and dispositions of portfolio assets among the Borrower and its
Subsidiaries, and (C) sales and dispositions of portfolio assets of the Borrower
and its Subsidiaries in the ordinary course of business and

     

    (ii)           the
assets sold pursuant to this Section 6.4(e) shall not have
contributed revenue, determined in accordance with GAAP, over the period of four
fiscal quarters prior to the respective sales exceeding 25% of the revenue of
the Borrower and its Subsidiaries for the four fiscal quarters ended December
31, 2005.

     

    6.5           Restricted Payments; Stock
Redemptions.

     

    The
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, declare or make, directly or indirectly any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that the
Borrower and its Subsidiaries (a) may declare and pay dividends in respect of
any Capital Trust Securities if, at the time of and after giving effect to such
dividend, no Default or Event of Default under Section 7.1(a), 7.1(e)(i)(A) or 7.1(f) shall have occurred and
be continuing and (b) the Borrower and its Subsidiaries may make other
Restricted Payments if, at the time of and after giving effect to such
Restricted Payment, no Default or Event of Default has occurred and is
continuing; provided, that, if
there is a Default or Event of Default, any Subsidiary of the Borrower may make
a Restricted Payment to any other Subsidiary or to the Borrower.

     

    6.6           Change in Nature of
Business.

     

    The
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, engage in any material line of business other than those lines of
business conducted by the Borrower and its Subsidiaries described in the
Borrower’s 2007 Form 10−K and in businesses reasonably related
thereto.

     


    
      
        
           

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    6.7           Transactions with
Affiliates.

     

    The
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, enter into any transaction of any kind with any of its Affiliates
(other than the Borrower or any of its Subsidiaries) on a basis less favorable
to the Borrower or any such Subsidiary than if the transaction had been effected
with a non−Affiliate other than transactions involving less than $10,000,000 per
year in the aggregate.

     

    6.8           Burdensome
Agreements.

     

    The
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, subject to limitations imposed by Laws, enter into any Contractual
Obligation (other than this Agreement or any other Loan Document) that (a)
limits the ability (i) of any Subsidiary to make Restricted Payments to the
Borrower or to otherwise transfer property or make extensions of credit to the
Borrower or (ii) of the Borrower or any Subsidiary to create, incur, assume or
suffer to exist Liens on property of such Person; provided, however, that this
clause (ii) shall not prohibit any negative pledge incurred or provided in favor
of any holder of Indebtedness permitted under Section 6.3(b) solely to the
extent any such negative pledge relates to the property financed by or the
subject of such Indebtedness; or (b) requires the grant of a Lien to secure an
obligation of such Person if a Lien is granted to secure another obligation of
such Person.

     

    6.9           Use of Proceeds.

     

    The
Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, use the proceeds of any Loan, whether directly or indirectly, and
whether immediately, incidentally or ultimately, to purchase or carry Margin
Stock or to extend credit to others for the purpose of purchasing or carrying
Margin Stock or to refund indebtedness originally incurred for such
purpose.

     

    6.10           Financial
Covenants.

     

    (a)           AFG Consolidated Net
Worth.  The Borrower shall not permit AFG Consolidated Net
Worth on the last day of any fiscal quarter after March, 31, 2008 to be less than
$2,071,524,000; provided, however, that such
required minimum amount of AFG Consolidated Net Worth shall be increased for
each fiscal quarter of the Borrower after March 31, 2008, by an amount equal to
the excess, if any, of (i) 50% of Consolidated Net Income of the Borrower for
each such fiscal quarter minus (ii) cash
dividends paid by the Borrower during each such fiscal quarter.

     

    (b)           AFG Consolidated Total
Financing Debt to AFG Total Capitalization. The Borrower shall not permit
the ratio of AFG Consolidated Total Financing Debt to AFG Total Capitalization
to exceed 0.375 to 1.00 on the last day of any fiscal quarter during the term of
this Agreement.

     

    (c)           Dividends to Interest and
Dividend Charges. The Borrower shall not permit, for any period of four
consecutive fiscal quarters of the Borrower, the greatest of:

     

     

    
      
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    (i)           10%
of “surplus as regards policyholders” (currently (i) line 55, page 4 in the NAIC
form of statutory annual financial statement for life insurance subsidiaries and
(ii) line 39, page 4 in the NAIC form of statutory annual financial statement
for property and casualty insurance subsidiaries) (as computed by the applicable
Insurance Authorities) of the Insurance Subsidiaries owned directly (or
indirectly through a holding company in which all of the Equity Interest thereof
is owned directly by the Borrower) by the Borrower as of the end of the then
most recently completed fiscal year of the Borrower,

     

    (ii)           100%
of the “statutory net income” (currently (i) line 35, page 4 in the NAIC form of
statutory annual financial statement for life insurance subsidiaries and (ii)
line 21, page 4 in the NAIC form of statutory annual financial statement for
property and casualty insurance subsidiaries) (as computed by the applicable
Insurance Authorities) of the Insurance Subsidiaries owned directly (or
indirectly through a holding company in which all of the Equity Interest thereof
is owned directly by the Borrower) by the Borrower for the then most recently
completed fiscal year of the Borrower, or

     

    (iii)           the
amount of cash dividends (or marketable securities paid in lieu of cash
dividends) actually paid by the Insurance Subsidiaries and other Subsidiaries
and received by the Borrower during such period of four consecutive fiscal
quarters,

     

    to be
less than 200% of Interest and Dividend Charges for such period of four
consecutive fiscal quarters.

     

    (d)           Risk Based Capital Ratio of
GAIC. The Borrower shall not permit GAIC’s Risk Based Capital Ratio (as
defined by the NAIC) at any time to be less than 275%.

     

    (e)           [INTENTIONALLY
OMITTED]

     

    (f)           Minimum Risk Based Capital
Ratio of GALIC. GALIC’s Risk Based Capital Ratio (as defined by the NAIC)
shall not at any time be less than 450%.

     

    Notwithstanding
anything in this Agreement to the contrary, any required increases in the
minimum requirements set forth in the financial covenants set forth in this
Section 6.10 shall
exclude realized gains on stock already reflected in AFG Consolidated Net
Worth.  For purposes of calculating AFG Consolidated Net Worth and AFG
Consolidated Total Financing Debt as of any date, Capital Trust Securities
permitted under Section
6.13 and the Indebtedness under Subordinated Debentures issued in
connection therewith (the “Hybrid Securities”)
will be accorded the same capital treatment as given to such Hybrid Securities
by S&P on such date; provided, however, that the
maximum amount of Hybrid Securities which may be included in AFG Consolidated
Net Worth and excluded from AFG Consolidated Total Financing Debt at any time
shall not exceed 15% of “Total Shareholders' Equity” on its Form 10−K or Form
10−Q.

     

    6.11           Additional Debt
Subordination.

     

    The
Borrower shall not, nor shall it permit any of its Subsidiaries to, create,
incur, suffer or permit to exist any Indebtedness to any Affiliate of the
Borrower except (a) Indebtedness which is subordinated on terms substantially
similar to the manner in which the Borrower’s Indebtedness to its Affiliates is
subordinated under the Subordination Agreement, (b) public Indebtedness held
from time to time by an Affiliate and (c) Indebtedness evidenced by the
Subordinated Debentures.

     

     

    
      
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    6.12           Tax Sharing
Agreements.

     

    The
Borrower shall not, nor shall it permit any Subsidiary to, enter into any tax
sharing agreements, including any amendments thereto, with any non−Affiliate
unless such agreement or amendment shall be satisfactory in form and substance
to the Administrative Agent in its sole discretion.

     

    6.13           Equity Issuances by
Subsidiaries.

     

    The
Subsidiaries of the Borrower shall not issue or sell any of their Equity
Interests other than (a) shares issued to the Borrower or any Wholly Owned
Subsidiary of the Borrower; (b) shares issued by GAFRI or National Interstate
for fair value in compliance with applicable securities laws so long as the
issuer in question remains a Subsidiary following such issuance; (c) Capital
Trust Securities (i) issued to refinance Capital Trust Securities outstanding as
of the Closing Date or (ii) issued by American Financial Capital Trust I, AAG
Trust or any other trust or similar entity, the proceeds of which are invested
by such Person in an equivalent amount of Subordinated Debentures issued by
GAFRI or the Borrower and (d) shares issued to employees in connection with
employee stock option plans.

     

     

    ARTICLE
VII

     

    EVENTS
OF DEFAULT

     

    7.1           Events of Default.

     

    The
occurrence of any one or more of the following events shall constitute an “Event of
Default”:

     

    (a)           Non−Payment. The
Borrower fails to pay (i) when and as required to be paid herein, any amount of
principal of any Loan, or (ii) within three days after the same becomes due, any
interest on any Loan, or any fee due hereunder, or (iii) within five days after
the same becomes due, any other amount payable hereunder or under any other
Credit Document; or

     

    (b)           Specific Covenants.
The Borrower fails to perform or observe any term, covenant or agreement
contained in any of Section
5.3(a), (b),
(c) or (d), 5.5, 5.10, or 5.11 or Article VI; or

     

    (c)           Other Defaults. The
Borrower fails to perform or observe any other covenant or agreement (not
specified in subsection (a) or (b) above) contained in any Credit Document on
its part to be performed or observed and such failure continues for 30 days;
or

     

    (d)           Representations and
Warranties. Any representation, warranty, certification or statement of
fact made or deemed made by or on behalf of the Borrower herein, in any other
Credit Document, or in any document delivered in connection herewith or
therewith shall be materially incorrect or misleading when made or deemed made;
or

     

    
      
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    (e)           Cross−Default. (i)
The Borrower or any or its Subsidiaries (A) fails to make any payment when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) in respect of any Indebtedness or Guaranty Obligation (other than
Indebtedness hereunder and Indebtedness under Swap Contracts) having an
aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $20,000,000, or (B) fails to observe or perform any
other agreement or condition relating to any such Indebtedness or Guaranty
Obligation or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to be demanded
or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or such
Guaranty Obligation to become payable or cash collateral in respect thereof to
be demanded; or (ii) there occurs under any Swap Contract an Early Termination
Date (as defined in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which the Borrower or any of its Subsidiaries is
the Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which the Borrower or any
of its Subsidiaries is an Affected Party (as so defined) and, in either event,
the Swap Termination Value owed by the Borrower or such Subsidiary as a result
thereof is greater than $20,000,000; or

     

    (f)           Insolvency Proceedings,
Etc. The Borrower or any of its Significant Subsidiaries institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to
the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted without
the consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding; or

     

    (g)           Inability to Pay Debts;
Attachment. (i) The Borrower or any of its Significant Subsidiaries
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within
30 days after its issue or levy; or

     

    (h)           Judgments. There is
entered against the Borrower or any of its Significant Subsidiaries (i) one or
more final judgments or orders for the payment of money in an aggregate amount
(as to all such judgments or orders) exceeding $20,000,000 (to the extent not
covered by independent third-party insurance as to which the insurer does not
dispute coverage), or (ii) any

     

    
      
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      one or
more non-monetary final judgments that have, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of 10 consecutive days during which
a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or

       

    

    (i)           ERISA. (i) An ERISA
Event occurs with respect to a Pension Plan or Multiemployer Plan which has
resulted or could reasonably be expected to result in liability of the Borrower
under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of $20,000,000, or (ii) the Borrower or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its withdrawal liability under
Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of $20,000,000; or

     

    (j)           Invalidity of Credit
Documents. Any provision of any Credit Document, at any time after its
execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the Obligations, ceases
to be in full force and effect; or the Borrower or any of its Affiliates
contests in any manner the validity or enforceability of any provision of any
Credit Document; or the Borrower, or a Person on the Borrower’s behalf, denies
that the Borrower has any or further liability or obligation under any Credit
Document, or purports to revoke, terminate or rescind any provision of any
Credit Document; or

     

    (k)           Change of Control.
There occurs any Change of Control; or

     

    (l)           Business
Prohibitions. GAIC, GALIC or any other Insurance Subsidiary shall be
prohibited by law from engaging in the business of effecting and carrying out of
contracts of insurance, and such prohibition would have a Material Adverse
Effect; or

     

    (m)           Governmental and Insurance
Authority Decrees. Any Governmental Authority or Insurance Authority
shall issue an order or decree which would require GAIC, GALIC or any other
Insurance Subsidiary to reduce or terminate any substantial part of its
insurance business, and such event would have a Material Adverse Effect;
or

     

    (n)           Internal Control
Event. An Internal Control Event shall occur that could reasonably be
expected to have a Material Adverse Effect.

     

    7.2           Remedies:  Termination
of Commitments, Acceleration, etc.

     

      Upon
and at any time after the occurrence and during the continuance of any Event of
Default, the Administrative Agent shall at the direction, or may with the
consent, of the Required Lenders, take any or all of the following actions at
the same or different times:

     

    (a)           Declare
the Commitments to be terminated, whereupon the same shall terminate; provided that, upon
the occurrence of a Bankruptcy Event, the Commitments shall automatically be
terminated;

     

    
      
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    (b)           Declare
all or any part of the outstanding principal amount of the Loans to be
immediately due and payable, whereupon the principal amount so declared to be
immediately due and payable, together with all interest accrued thereon and all
other amounts payable under this Agreement and the other Credit Documents, shall
become immediately due and payable without presentment, demand, protest, notice
of intent to accelerate or other notice or legal process of any kind, all of
which are hereby knowingly and expressly waived by the Borrower; provided that, upon
the occurrence of a Bankruptcy Event, all of the outstanding principal amount of
the Loans and all other amounts described in this Section 7.2(b) shall automatically
become immediately due and payable without presentment, demand, protest, notice
of intent to accelerate or other notice or legal process of any kind, all of
which are hereby knowingly and expressly waived by the Borrower;
and

     

    (c)           Exercise
all rights and remedies available to it under this Agreement, the other Credit
Documents and applicable law.

     

    7.3           Remedies:  Set-Off.

     

    Upon and
at any time after the occurrence and during the continuance of any Event of
Default, each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
applicable law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Lender or any
such Affiliate to or for the credit or the account of the Borrower against any
and all of the obligations of the Borrower now or hereafter existing under this
Agreement or any other Credit Document to such Lender, irrespective of whether
or not such Lender shall have made any demand under this Agreement or any other
Credit Document and although such obligations of the Borrower may be contingent
or unmatured or are owed to a branch or office of such Lender different from the
branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender or their respective
Affiliates may have.  Each Lender agrees to notify the Borrower and
the Administrative Agent promptly after any such setoff and application; provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

     

     

    ARTICLE
VIII

     

    THE
ADMINISTRATIVE AGENT

     

    8.1           Appointment and
Authority.

     

    Each of
the Lenders hereby irrevocably appoints Wachovia to act on its behalf as the
Administrative Agent hereunder and under the other Credit Documents and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto.  Except as set forth in Section 8.6, the provisions of
this Article are solely for the benefit of the Administrative Agent and the
Lenders, and neither the Borrower nor any other Person shall have
rights as a third party beneficiary of any of such provisions.

     

    
      
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    8.2           Rights as a
Lender.

     

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

     

    8.3           Exculpatory
Provisions.

     

    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Credit Documents.  Without
limiting the generality of the foregoing, the Administrative Agent:

     

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

     

    (b)           shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Credit Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Credit Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Credit Document or applicable law;
and

     

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

     

    The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 9.5 and 7.2) or (ii) in the
absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default or
Event of Default unless and until notice describing such Default or Event of
Default is given to the Administrative Agent by the Borrower or a
Lender.

     

     

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

     

    8.4           Reliance by Administrative
Agent.

     

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

     

    8.5           Delegation of
Duties.

     

    The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Credit Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Article shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.

     

    8.6           Resignation of Administrative
Agent.

     

    The
Administrative Agent may at any time give notice of its resignation to the
Lenders and the Borrower.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United
States.  If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent

     

     

    
      
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      notice of
its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Credit Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Lenders under any of the Credit Documents, the retiring Administrative Agent
shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above
in this Section.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Credit Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent’s resignation
hereunder and under the other Credit Documents, the provisions of this Article
and Section 9.1 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

       

    

    8.7           Non-Reliance on Administrative Agent and
Other Lenders.

     

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

     

    8.8           No Other Duties,
Etc.

     

    Anything
herein to the contrary notwithstanding, none of the Arranger or other agents
listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Credit Documents,
except in its capacity, as applicable, as the Administrative Agent or a Lender
hereunder.

     

     

    
      
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    ARTICLE
IX

     

    MISCELLANEOUS

     

    9.1           Expenses; Indemnity; Damage
Waiver.

     

    (a)           The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by
the Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent), in
connection with the syndication of the credit facilities provided for herein,
the preparation, negotiation, execution, delivery and administration of this
Agreement and the other Credit Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the Administrative Agent or any Lender
(including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender), in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the
other Credit Documents, including its rights under this Section, or (B) in
connection with the Loans made hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans, and (iii) any civil penalty or fine assessed by OFAC
against, and all reasonable costs and expenses (including counsel fees and
disbursements) incurred in connection with defense thereof by, the
Administrative Agent or any Lender as a result of conduct of the Borrower that
violates a sanction enforced by OFAC.

     

    (b)           The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),
each Lender, and each Related Party of any of the foregoing persons (each such
person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements
of any counsel for any Indemnitee), incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrower or any of its
Subsidiaries arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Credit Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, (ii) any
Loan or the use or proposed use of the proceeds therefrom, (iii) any actual
or alleged presence or release of Hazardous Substances on or from any property
owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liabilities related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is
a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrower against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any
other Credit Document, if the Borrower has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction.

     

     

    
      
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    (c)           To
the extent that the Borrower for any reason fails to indefeasibly pay any amount
required under Section 9.1(a) or Section 9.1(b) to be paid by it to
the Administrative Agent (or any sub-agent thereof) or any Related Party of any
of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent) or such Related Party, as the case may be, such
Lender’s proportion (based on the percentages as used in determining the
Required Lenders as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) in its capacity as such, or against
any Related Party of any of the foregoing acting for the Administrative Agent
(or any such sub-agent) in connection with such capacity.  The
obligations of the Lenders under this Section 9.1(c) are subject to the
provisions of Section 2.3(c).

     

    (d)           To
the fullest extent permitted by applicable law, the Borrower shall not assert,
and each hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Credit Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or the use of the proceeds thereof.  No Indemnitee referred to in
Section 9.1(b) shall be liable for
any damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or
other information transmission systems (including Intralinks, SyndTrak or
similar systems) in connection with this Agreement or the other Credit Documents
or the transactions contemplated hereby or thereby.

     

    (e)           All
amounts due under this Section shall be payable by the Borrower not later than
ten Business Days after demand therefor.

     

    9.2           GOVERNING LAW; SUBMISSION TO
JURISDICTION;
WAIVER OF VENUE; SERVICE OF PROCESS.

     

    (a)           THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL (EXCEPT AS MAY BE EXPRESSLY
OTHERWISE PROVIDED IN ANY CREDIT DOCUMENT) BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE
OF LAW AND CONFLICTS OF LAW RULES).

     

    (b)           THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING
IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
STATE

     

     

    
      
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      COURT OR,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.

       

    

    (c)           THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN SECTION 9.2(b).  EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

     

    (d)           EACH
PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN SECTION 9.4.  NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.

     

    9.3           WAIVER OF JURY
TRIAL

     

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

     

    9.4           Notices; Effectiveness; Electronic
Communication.

     

    (a)           Except
in the cases of notices and other communications expressly permitted to be given
by telephone (and except as provided in Section 9.4(b)), all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows:

     

     

    
      
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    (i)           if
to the Borrower or the Administrative Agent, to it at the address (or telecopier
number) specified for such Person on Schedule 1.1(a);
and

     

    (ii)           if
to any Lender, to it at its address (or telecopier number) set forth in its
Administrative Questionnaire.

     

    Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next Business Day for the
recipient).  Notices delivered through electronic communications to
the extent provided in Section 9.4(b) shall be effective
as provided in Section 9.4(b).

     

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

     

    (c)           Any
party hereto may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto (except that each
Lender need not give notice of any such change to the other Lenders in their
capacities as such).

     

    9.5           Amendments, Waivers,
etc.

     

    No
amendment, modification, waiver or discharge or termination of, or consent to
any departure by the Borrower from, any provision of this Agreement or any other
Credit Document shall be effective unless in a writing signed by the Required
Lenders (or by the Administrative Agent at the direction or with the consent of
the Required Lenders), and then the same shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that no such
amendment, modification, waiver, discharge, termination or consent
shall:

     

     

     

    
      
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    (a)           unless
agreed to by each Lender directly affected thereby, (i) reduce or forgive
the principal amount of any Loan, reduce the rate of or forgive any interest
thereon (provided that only
the consent of the Required Lenders shall be required to waive the applicability
of any post-default increase in interest rates), or reduce or forgive any fees
hereunder (other than fees payable to the Administrative Agent or the Arranger
for its own account), (ii) extend the final scheduled maturity date or any
other scheduled date for the payment of any principal of or interest on any Loan
(including any scheduled date for the mandatory reduction or termination of any
Commitments, but excluding any mandatory prepayment of the Loans pursuant to
Sections 2.6(c) or reduction or
termination of the Commitments in connection therewith), or extend the time of
payment of any fees hereunder (other than fees payable to the Administrative
Agent or the Arranger for its own account), or (iii) increase any
Commitment of any such Lender over the amount thereof in effect or extend the
maturity thereof (it being understood that a waiver of any condition precedent
set forth in Section 3.2 or of any Default or
Event of Default or mandatory reduction in the Commitments, if agreed to by the
Required Lenders or all Lenders (as may be required hereunder with respect to
such waiver), shall not constitute such an increase);

     

    (b)           unless
agreed to by all of the Lenders, (i) reduce the percentage of the aggregate
Commitments or of the aggregate unpaid principal amount of the Loans, or the
number or percentage of Lenders, that shall be required for the Lenders or any
of them to take or approve, or direct the Administrative Agent to take, any
action hereunder or under any other Credit Document (including as set forth in
the definition of “Required Lenders”),
(ii) change any other provision of this Agreement or any of the other
Credit Documents requiring, by its terms, the consent or approval of all the
Lenders for such amendment, modification, waiver, discharge, termination or
consent, or (iii) change or waive any provision of Section 2.14, any other provision
of this Agreement or any other Credit Document requiring pro rata treatment of
any Lenders, or this Section 9.5; and

     

    (c)           unless
agreed to by the Administrative Agent in addition to the Lenders required as
provided hereinabove to take such action, affect the respective rights or
obligations of the Administrative Agent hereunder or under any of the other
Credit Documents.

     

    Notwithstanding
the fact that the consent of all Lenders is required in certain circumstances as
set forth above, each Lender is entitled to vote as such Lender sees fit on any
bankruptcy reorganization plan that affects the Loans, and each Lender
acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code
supersedes the unanimous consent provisions set forth herein.

     

    9.6           Successors and
Assigns.

     

    (a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance
with the provisions of Section 9.6(b), (ii) by way
of participation in accordance with the provisions of Section 9.6(d) or (iii) by
way of pledge or assignment of a security interest 

     

     

    
      
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      subject
to the restrictions of Section 9.6(e) (and any other
attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in Section 9.6(d) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

       

    

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

     

    (i)           (A) in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned, and (B) in any case not described in
clause (A) above, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the applicable Commitment
is not then in effect, the principal outstanding balance of the Loans of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date) shall not be less than $5,000,000, treating
assignments to two or more Approved Funds under common management as one
assignment for purposes of the minimum amounts, unless each of the
Administrative Agent and, so long as no Default or Event of Default has occurred
and is continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed);

     

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

     

    (iii)           no
consent shall be required for any assignment except to the extent required by
clause (B) of Section 9.6(b)(i) and, in
addition:

     

    (A)           the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (y) a Default or Event of Default has
occurred and is continuing at the time of such assignment or (z) such
assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
and

     

    (B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that is
not a Lender, an Affiliate of such Lender or an Approved Fund with respect to
such Lender;

     

     

     

    
      
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    (iv)           the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500 for each assignment and the assignee, if it is not a Lender, shall
deliver to the Administrative Agent an Administrative
Questionnaire;

     

    (v)           no
such assignment shall be made to the Borrower or any of the Borrower’s
Affiliates or Subsidiaries; and

     

    (vi)           no
such assignment shall be made to a natural person.

     

    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
Section 9.6(c), from and after the
effective date specified in each Assignment and Assumption, the assignee
thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 2.15(a), 2.15(b), 2.16, 2.17 and 9.1 with respect to facts
and circumstances occurring prior to the effective date of such
assignment.  If requested by or on behalf of the assignee, the
Borrower, at its own expense, will execute and deliver to the Administrative
Agent a new Note or Notes to the order of the assignee (and, if the assigning
Lender has retained any portion of its rights and obligations hereunder, to the
order of the assigning Lender), prepared in accordance with the applicable
provisions of Section 2.4 as necessary to
reflect, after giving effect to the assignment, the Commitments and/or
outstanding Loans, as the case may be, of the assignee and (to the extent of any
retained interests) the assigning Lender, in substantially the form of Exhibits A.  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.6(b) shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with Section 9.6(d).

     

    (c)           The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at its address for notices referred to in Schedule 1.1(a) a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower at any reasonable time and from time to time upon reasonable prior
notice.  

     

    (d)           Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitments and/or the Loans; provided that
(i) such Lender’s obligations under

     

     

    
      
        69

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.  Any agreement
or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in Section 9.5(a) and clause (i)
of Section 9.5(b) that affects such
Participant.  Subject to Section 9.6(e), the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.15(a), 2.15(b), 2.16 and 2.17 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
Section 9.6(b).  To the
extent permitted by law, each Participant also shall be entitled to the benefits
of Section 7.3 as though it were a
Lender; provided such
Participant agrees to be subject to Section 2.14(b) as though it were
a Lender.

       

    

    (e)           A
Participant shall not be entitled to receive any greater payment under Section 2.15(a), Section 2.15(b) or Section 2.16 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.16 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as though it were
a Lender.

     

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

     

    (g)           The
words “execution,” “signed,” “signature,” and words of like import in any
Assignment and Assumption shall be deemed to include electronic signatures or
the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based recordkeeping system, as the case may be, to the extent and
as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act or any state laws based on the
Uniform Electronic Transactions Act.

     

    (h)           Any
Lender or Participant may, in connection with any assignment, participation,
pledge or proposed assignment, participation or pledge pursuant to this Section 9.6, disclose to the
Assignee, Participant or pledgee or proposed Assignee, Participant or pledgee
any information relating to the Borrower and its Subsidiaries furnished to it by
or on behalf of any other party hereto, provided that such
Assignee, Participant or pledgee or proposed Assignee, Participant or pledgee
agrees in writing to keep such information confidential to the same extent
required of the Lenders under Section 9.11.

     

     

    
      
        70

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.7           No Waiver.

     

    The
rights and remedies of the Administrative Agent and the Lenders expressly set
forth in this Agreement and the other Credit Documents are cumulative and in
addition to, and not exclusive of, all other rights and remedies available at
law, in equity or otherwise.  No failure or delay on the part of the
Administrative Agent or any Lender in exercising any right, power or privilege
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or privilege preclude other or further exercise thereof or
the exercise of any other right, power or privilege or be construed to be a
waiver of any Default or Event of Default.  No course of dealing
between the Borrower, the Administrative Agent or the Lenders or their agents or
employees shall be effective to amend, modify or discharge any provision of this
Agreement or any other Credit Document or to constitute a waiver of any Default
or Event of Default.  No notice to or demand upon the Borrower in any
case shall entitle the Borrower to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the right of the
Administrative Agent or any Lender to exercise any right or remedy or take any
other or further action in any circumstances without notice or
demand.

     

    9.8           Survival.

     

    All
representations, warranties and agreements made by or on behalf of the Borrower
in this Agreement and in the other Credit Documents shall survive the execution
and delivery hereof or thereof and the making and repayment of the
Loans.  In addition, notwithstanding anything herein or under
applicable law to the contrary, the provisions of this Agreement and the other
Credit Documents relating to indemnification or payment of costs and expenses,
including, without limitation, the provisions of Sections 2.15(a), 2.15(b), 2.16, 2.17 and 9.1, shall survive the
payment in full of all Loans, the termination of the Commitments, and any
termination of this Agreement or any of the other Credit Documents.

     

    9.9           Severability.

     

    To the
extent any provision of this Agreement is prohibited by or invalid under the
applicable law of any jurisdiction, such provision shall be ineffective only to
the extent of such prohibition or invalidity and only in such jurisdiction,
without prohibiting or invalidating such provision in any other jurisdiction or
the remaining provisions of this Agreement in any jurisdiction.

     

    9.10           Construction.

     

    The
headings of the various articles, sections and subsections of this Agreement and
the table of contents have been inserted for convenience only and shall not in
any way affect the meaning or construction of any of the provisions
hereof.  Except as otherwise expressly provided herein and in the
other Credit Documents, in the event of any inconsistency or conflict between
any provision of this Agreement and any provision of any of the other Credit
Documents, the provision of this Agreement shall control.

     

     

     

    
      
        71

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.11           Confidentiality.

     

    Each of
the Administrative Agent and the Lenders agree to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors and other representatives (it
being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any
regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable Requirements of
Law or by any subpoena or similar legal process, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or
under any other Credit Document or any action or proceeding relating to this
Agreement or any other Credit Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement, or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g)  subject to each such Person being
informed of the confidential nature of the Information and to its agreement to
keep such Information confidential, to (i) an investor or prospective
investor in an Approved Fund that also agrees that Information shall be used
solely for the purpose of evaluating an investment in such Approved Fund,
(ii) a trustee, collateral manager, servicer, backup servicer, noteholder
or secured party in an Approved Fund in connection with the administration,
servicing and reporting on the assets serving as collateral for an Approved
Fund, or (iii) a nationally recognized rating agency that requires access
to information regarding the Borrower, the Loans and Credit Documents in
connection with ratings issued with respect to an Approved Fund, (h) with
the consent of the Borrower or (i) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this
Section or (y) becomes available to the Administrative Agent, any Lender or
any of their respective Affiliates on a nonconfidential basis from a source
other than the Borrower or any of its Subsidiaries or Affiliates.

     

    For
purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower or any of
its Subsidiaries or any of their respective businesses, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower, provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

     

    9.12           Counterparts; Integration;
Effectiveness.

     

    This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This
Agreement and the other Credit Documents constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to
the

     

     

    
      
        72

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      subject
matter hereof (except for the Engagement Letter).  Except as provided
in Section 3.1, this Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof that,
when taken together, bear the signatures of each of the other parties
hereto.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

       

    

    9.13           Disclosure of
Information.

     

    .  The
Borrower agrees and consents to the Administrative Agent’s and the Arranger’s
disclosure of information relating to this transaction to Gold Sheets and other
similar bank trade publications.  Such information will consist of
deal terms and other information customarily found in such
publications.

     

    9.14           No Advisory or Fiduciary
Responsibility.

     

    .  In
connection with all aspects of each transaction contemplated hereby, the
Borrower acknowledges and agrees that: (a) the credit facility provided for
hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof
or of any other Credit Document) are an arm’s−length commercial transaction
between the Borrower and its Affiliates, on the one hand, and the Administrative
Agent and the Arranger, on the other hand, and the Borrower is capable of
evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated hereby and by the other Credit
Documents (including any amendment, waiver or other modification hereof or
thereof); (b) in connection with the process leading to such transaction, the
Administrative Agent and the Arranger each is and has been acting solely as a
principal and is not the financial advisor, agent or fiduciary, for the Borrower
or any of its Affiliates, or, to its knowledge, stockholders, creditors or
employees or any other Person; (c) neither the Administrative Agent nor the
Arranger has assumed or will assume an advisory, agency or fiduciary
responsibility in favor of the Borrower with respect to any of the transactions
contemplated hereby or the process leading thereto, including with respect to
any amendment, waiver or other modification hereof or of any other Credit
Document (irrespective of whether the Administrative Agent or the Arranger has
advised or is currently advising the Borrower or any of its Affiliates on other
matters) and neither the Administrative Agent nor the Arranger has any
obligation to the Borrower or any of its Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Credit Documents; (iv) the Administrative Agent and the
Arranger and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrower and
its Affiliates, and neither the Administrative Agent nor the Arranger has any
obligation to disclose any of such interest by virtue of any advisory, agency or
fiduciary relationship and (v) the Administrative Agent and the Arranger have
not provided and will not provide any legal, accounting, regulatory or tax
advice with respect to any of the transactions contemplated hereby (including
any amendment, waiver or other modification hereof or of any other Loan
Document) and the Borrower has consulted its own legal, accounting, regulatory
an tax advisors to the extent it has deemed appropriate. The Borrower hereby
waives and releases, to the fullest extent permitted by Law, any claims that it
may have against the Administrative Agent and the Arranger with respect to any
breach or alleged breach of agency or fiduciary duty.

     

     

    
      
        73

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.15           USA Patriot Act
Notice.

     

    Each
Lender that is subject to the PATRIOT Act and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the PATRIOT Act, it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify the
Borrower in accordance with the PATRIOT Act.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


     


    
      
        
           

          74

        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

    
      
        	 	
                AMERICAN FINANCIAL GROUP,
      INC.

                 

                 

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/Keith A.
      Jensen	 
	 	 	Name: 
      Keith A. Jensen	 
	 	 	Title:   
      Senior Vice President	 
	 	 	 	 


      



     

    


    


    


    


    


    


    


    



    
      
        
          Signature
Page to Credit Agreement

        

         


      

      
        75 


        
          

        

      

      
         


      

    

     

    
      
        	 	
                WACHOVIA BANK, NATIONAL
      ASSOCIATION, as Administrative Agent and as a Lender

                 

                 

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/Kimberly
      Shaffer	 
	 	 	Name: 
      Kimberly Shaffer 	 
	 	 	Title:   
      Managing Director	 
	 	 	 	 


      



     

     

    


    



    
      
        
          Signature
Page to Credit Agreement

        

        
        

      

      
         
76  

        
          

        

      

      
         


      

    

     

     

    
      
        	 	
                BARCLAYS BANK PLC, as a
      Lender

                 

                 

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/Jonathan
      Bush	 
	 	 	Name: 
      Jonathan Bush	 
	 	 	Title:   
      Director - Insurance 	 
	 	 	 	 


      



     

    



    
      
        
          Signature
Page to Credit Agreement

        

        
        

      

      
         
77  

        
          

        

      

      
         


      

    

     

    
      
        	 	
                JP MORGAN CHASE BANK,
      NA, as
      a Lender

                 

                 

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/Craig
      Fegley	 
	 	 	Name: 
      Craig Fegley	 
	 	 	Title:   
      Vice President 	 
	 	 	 	 


      




    
      
        
          Signature
Page to Credit Agreement

        

         


      

      
        78 


        
          

        

      

      
         


      

    

     

    
      
        	 	
                U.S. BANK, NATIONAL
      ASSOCIATION, as a
      Lender

                 

                 

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/Patrick
      McGraw	 
	 	 	Name: 
      Patrick McGraw	 
	 	 	Title:   
      Vice President	 
	 	 	 	 


      



     


    
      
        
          Signature
Page to Credit Agreement

        

         


      

      
        79 


        
          

        

      

      
         


      

    

     

    
      
        	 	
                PNC BANK, NATIONAL
      ASSOCIATION, as a
      Lender

                 

                 

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/C. Joseph
      Richardson	 
	 	 	Name: 
      C. Joseph Richardson	 
	 	 	Title:   
      Senior Vice President	 
	 	 	 	 


      



     

    


     

    


    


    


    


    


    


    



    
      
        
          Signature
Page to Credit Agreement

        

         


      

      
        80 


        
          

        

      

      
         


      

    


    Schedule
1.1(a)

    


    Commitments
and

    Notice
Addresses

    


    


    


    Commitments

    


    
      	
               

               

              Lender

            	
              Commitment

            
	
              Wachovia
      Bank, National Association

            	
              $40,000,000

            	 
	
              Barclays
      Bank PLC

            	
              $30,000,000

            	 
	
              JP
      Morgan Chase Bank, N.A.

            	
              $25,000,000

            	 
	
              U.S.
      Bank, National Association

            	
              $15,000,000

            	 
	
              PNC
      Bank, National Association

            	
              $10,000,000

            	 
	
              Total

            	
              $120,000,000

            	 


    

    


    


    Notice
Addresses

    


    


    
      	
              Party

            	
              Address

            
	
              Borrower

            	
              American
      Financial Group, Inc.

              One
      East Fourth Street

              Cincinnati,
      Ohio 45202

              Attention:
      David J. Witzgall, Vice President & Treasurer

              Telephone:
      (513) 369-3665

              Telecopier:
      (513) 369-3873

               

              Electronic
      Mail: dwitzgall@gaic.com

              Website
      Address: www.afginc.com

               

              U.S.
      Taxpayer Identification Number: 31-1544320

            
	
              Wachovia
      Bank, National Association

            	
              Wachovia
      Bank, N.A.

              Charlotte,
      NC

              ABA:   053000219

              Acct:  01459670001944

              Acct
      Name: Agency Svcs Synd Clearing

               

              Additional
      details should include the following:

              Ref:  Include
      Deal Name for tracking purposes

              Bank:  Include
      name of Account Administrator for the deal

              Order
      Party details: Include name of Borrower if different from Deal
      Name

               

              Address
      for notices as Administrative Agent:

              Wachovia
      Bank, National Association

              1525
      W. W.T. Harris Blvd

              Building
      3A2, Mailcode NC 0680

              Charlotte,
      North Carolina  28262

              Attention:  Syndication
      Agency Services

              Telephone:  (704)
      383-3721

              Telecopy:  (704)
      383-0288

               

            


    

    


     

     

     

     

     

     

     

     

     

     

    
81