Form of Credit Agreement



 Exhibit 10.1 
  

  
 Form of 
  
 CREDIT AGREEMENT 
  
 dated as of 
  
 August 5, 2005 
  
 among 
  
 NORTHROP GRUMMAN CORPORATION 
  
 The Lenders Party Hereto 
  
 JPMORGAN CHASE BANK, N.A., 
 as Payment Agent 
  
 JPMORGAN CHASE BANK, N.A. and 
 CREDIT SUISSE 
 as Administrative Agents 
  
 CITICORP USA, INC., 
 as Syndication Agent 
  
 DEUTSCHE BANK SECURITIES INC. and

 THE ROYAL BANK OF SCOTLAND PLC, 
 as Documentation Agents 
  
 and 
  
 BNP PARIBAS and 
 LLOYDS TSB BANK PLC 
 as Co-Documentation Agents 
  

  
 J.P. MORGAN SECURITIES INC., 
 as Lead Arranger and Sole Bookrunner 
  








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	ARTICLE I	  	 
		
	Definitions	  	 
			
	SECTION 1.01.	  	 Defined Terms
	  	1
	SECTION 1.02.	  	 Classification of Loans and Borrowings
	  	15
	SECTION 1.03.	  	 Terms Generally
	  	16
	SECTION 1.04.	  	 Accounting Terms; GAAP
	  	16
	SECTION 1.05.	  	 Currency Translation
	  	16
	SECTION 1.06.	  	 Unrestricted Subsidiaries
	  	17
		
	ARTICLE II	  	 
		
	The Credits	  	 
			
	 SECTION 2.01.
	  	 Commitments
	  	17
	 SECTION 2.02.
	  	 Loans and Borrowings
	  	17
	 SECTION 2.03.
	  	 Requests for Revolving Borrowings
	  	18
	 SECTION 2.04.
	  	 Competitive Bid Procedure
	  	19
	 SECTION 2.05.
	  	 Swingline Loans
	  	21
	 SECTION 2.06.
	  	 Letters of Credit
	  	22
	 SECTION 2.07.
	  	 Funding of Borrowings
	  	28
	 SECTION 2.08.
	  	 Interest Elections
	  	28
	 SECTION 2.09.
	  	 Termination, Reduction and Increase of Commitments
	  	30
	 SECTION 2.10.
	  	 Repayment of Loans; Evidence of Debt
	  	31
	 SECTION 2.11.
	  	 Prepayment of Loans
	  	32
	 SECTION 2.12.
	  	 Fees
	  	33
	 SECTION 2.13.
	  	 Interest
	  	34
	 SECTION 2.14.
	  	 Alternate Rate of Interest
	  	35
	 SECTION 2.15.
	  	 Increased Costs
	  	36
	 SECTION 2.16.
	  	 Break Funding Payments
	  	37
	 SECTION 2.17.
	  	 Taxes
	  	38
	 SECTION 2.18.
	  	 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	  	39
	 SECTION 2.19.
	  	 Mitigation Obligations; Replacement of Lenders
	  	41
		
	ARTICLE III	  	 
		
	Representations and Warranties	  	 
			
	 SECTION 3.01.
	  	 Organization; Powers
	  	42











					
	 SECTION 3.02.
	  	 Authorization; Enforceability
	  	42
	 SECTION 3.03.
	  	 Governmental Approvals; No Conflicts
	  	42
	 SECTION 3.04.
	  	 Financial Condition; No Material Adverse Change
	  	42
	 SECTION 3.05.
	  	 Properties
	  	43
	 SECTION 3.06.
	  	 Litigation and Environmental Matters
	  	43
	 SECTION 3.07.
	  	 No Defaults
	  	43
	 SECTION 3.08.
	  	 Investment and Holding Company Status
	  	43
	 SECTION 3.09.
	  	 Taxes
	  	44
	 SECTION 3.10.
	  	 ERISA
	  	44
	 SECTION 3.11.
	  	 Disclosure
	  	44
	 SECTION 3.12.
	  	 Use of Proceeds
	  	44
	 SECTION 3.13.
	  	 Margin Stock
	  	44
	 SECTION 3.14.
	  	 Pari Passu Obligations
	  	44
		
	ARTICLE IV	  	 
		
	Conditions	  	 
			
	 SECTION 4.01.
	  	 Effective Date
	  	45
	 SECTION 4.02.
	  	 Each Credit Event
	  	46
		
	ARTICLE V	  	 
		
	Affirmative Covenants	  	 
			
	 SECTION 5.01.
	  	 Financial Statements and Other Information
	  	46
	 SECTION 5.02.
	  	 Notices of Material Events
	  	47
	 SECTION 5.03.
	  	 Existence; Conduct of Business
	  	48
	 SECTION 5.04.
	  	 Payment of Obligations
	  	48
	 SECTION 5.05.
	  	 Insurance
	  	48
	 SECTION 5.06.
	  	 Inspection Rights
	  	48
	 SECTION 5.07.
	  	 Compliance with Laws
	  	48
	 SECTION 5.08.
	  	 Incorporation by Reference
	  	49
		
	ARTICLE VI	  	 
		
	Negative Covenants	  	 
			
	 SECTION 6.01.
	  	 Liens
	  	49
	 SECTION 6.02.
	  	 Fundamental Changes
	  	51
	 SECTION 6.03.
	  	 Consolidated Debt to Capitalization Ratio
	  	51

  

 2 









					
	ARTICLE VII	  	 
		
	Events of Default	  	 
		
	ARTICLE VIII	  	 
		
	The Payment Agent	  	 
		
	ARTICLE IX	  	 
		
	Guarantee	  	 
			
	 SECTION 9.01.
	  	 Guarantee
	  	56
	 SECTION 9.02.
	  	 Release of Guarantee
	  	58
		
	ARTICLE X	  	 
		
	Miscellaneous	  	 
			
	 SECTION 10.01.
	  	 Notices
	  	58
	 SECTION 10.02.
	  	 Waivers; Amendments
	  	59
	 SECTION 10.03.
	  	 Expenses; Indemnity; Damage Waiver
	  	60
	 SECTION 10.04.
	  	 Successors and Assigns
	  	62
	 SECTION 10.05.
	  	 Survival
	  	65
	 SECTION 10.06.
	  	 Counterparts; Integration; Effectiveness
	  	65
	 SECTION 10.07.
	  	 Severability
	  	65
	 SECTION 10.08.
	  	 Governing Law; Jurisdiction; Consent to Service of Process
	  	66
	 SECTION 10.09.
	  	 WAIVER OF JURY TRIAL
	  	66
	 SECTION 10.10.
	  	 Headings
	  	67
	 SECTION 10.11.
	  	 Confidentiality
	  	67
	 SECTION 10.12.
	  	 Interest Rate Limitation
	  	67
	 SECTION 10.13.
	  	 Release of Guarantees
	  	68
	 SECTION 10.14.
	  	 Conversion of Currencies
	  	68
	 SECTION 10.15.
	  	 USA Patriot Act Notice
	  	68

  
 SCHEDULES: 
  

			
	Schedule 2.01	 	—   Commitments
		
	Schedule 2.06	 	—   LC Commitment Schedule

  

 3 








 EXHIBITS: 
  

			
	Exhibit A	 	—   Form of Assignment and Assumption
		
	Exhibit B-1	 	—   Form of Opinion of Sheppard, Mullin, Richter & Hampton LLP, Borrower’s Counsel
		
	Exhibit B-2	 	—   Form of Opinion of John Mullan, Esq., Borrower’s Counsel
		
	Exhibit C	 	—   Confidentiality Agreement

  

 4 








 CREDIT AGREEMENT dated as of August 5, 2005 among NORTHROP GRUMMAN CORPORATION, a Delaware corporation,
as Borrower; NORTHROP GRUMMAN SYSTEMS CORPORATION, a Delaware corporation and NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP., an Ohio corporation, as Guarantors; the LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as Payment Agent, an Issuing
Bank, Swingline Lender and Administrative Agent; CREDIT SUISSE as Administrative Agent; CITICORP USA, INC. as Syndication Agent; DEUTSCHE BANK SECURITIES INC. and THE ROYAL BANK OF SCOTLAND PLC as Documentation Agents; and BNP PARIBAS and LLOYDS TSB
BANK PLC as Co-Documentation Agents. 
  
 The parties hereto agree as follows:

  
 ARTICLE I 
  
 Definitions 
  
 SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below: 
  
 “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 
  
 “Adjusted LIBO Rate” means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 
  
 “Administrative Questionnaire” means an Administrative
Questionnaire in a form supplied by the Payment Agent. 
  
 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

  
 “Agreement Currency” has the meaning assigned
to such term in Section 10.14(b). 
  
 “Alternate Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%. Any change in the Alternate Base Rate due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. 









 “Applicable Creditor” has the meaning assigned to such term in Section 10.14(b).

  
 “Applicable Percentage” means, with respect
to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect,
giving effect to any assignments. 
  
 “Applicable
Rate” means, for any day, with respect to any Eurodollar Revolving Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar
Spread” or “Facility Fee Rate”, as the case may be, based upon the ratings by S&P, Moody’s and Fitch, respectively, applicable on such date to the Index Debt and the Utilization Percentage on such date: 
  

												
	 Category

	  	 Index Debt Ratings:

	  	Facility Fee

	 	 	 Eurodollar Spread
 if Utilization Percentage £50%

	 	 	 Eurodollar Spread
 if Utilization
 Percentage >50%

	 
	 Category 1
	  	A/A2/A or higher	  	0.070	%	 	0.180	%	 	0.280	%
	 Category 2
	  	A-/A3/A-	  	0.080	%	 	0.220	%	 	0.320	%
	 Category 3
	  	BBB+/Baa1/BBB+	  	0.100	%	 	0.300	%	 	0.400	%
	 Category 4
	  	BBB/Baa2/BBB	  	0.110	%	 	0.365	%	 	0.490	%
	 Category 5
	  	BBB-/Baa3/BBB-	  	0.150	%	 	0.475	%	 	0.600	%
	 Category 6
	  	BB+/Ba1/BB+ or lower	  	0.200	%	 	0.675	%	 	0.800	%

  
 For purposes of the
foregoing, (i) if any of S&P, Moody’s or Fitch shall not have in effect a rating for the Index Debt (other than by reason of any of the circumstances referred to in the last sentence of this definition), then such rating agency shall be
deemed to have established a rating in Category 6; (ii) if the ratings established or deemed to have been established by S&P, Moody’s and Fitch for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on
the higher of the ratings provided by S&P or Moody’s unless such ratings differ by two or more Categories, in which case the Applicable Rate shall be determined by reference to the intermediate Category (or if there are multiple
intermediate Categories, the higher of such intermediate Categories); and (iii) if the ratings established or deemed to have been established by S&P, Moody’s and Fitch for the Index Debt shall be changed (other than as a result of a change
in the rating system of S&P, Moody’s or Fitch), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the
Borrower to the Payment Agent and the Lenders pursuant to Section 5.01 or otherwise. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the
effective date of the next 

  

 2 








 
such change. If the rating system of S&P, Moody’s or Fitch shall change, or if any such rating agency shall cease to be in the business of rating
corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Rate shall be determined by reference to the rating of such rating agency most recently in effect prior to such change or cessation. 
  

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by a Lender, an Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages a Lender, and which has the
operational capability to administer revolving credits of the type contemplated by this Agreement, or which has an arrangement with the related Lender for the performance of its obligations hereunder. 
  
 “Assignment and Assumption” means an assignment and
assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and accepted by the Payment Agent, in the form of Exhibit A or any other form approved by the Payment Agent and the
Borrower. 
  
 “Availability Period” means the
period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments. 
  
 “Board” means the Board of Governors of the Federal Reserve System of the United States of America. 
  
 “Borrower” means Northrop Grumman Corporation, a Delaware
corporation, its successors and permitted assigns. 
  
 “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Competitive Loan or group
of Competitive Loans of the same Type made on the same date and as to which a single Interest Period is in effect or (c) a Swingline Loan. 
  
 “Borrowing Request” means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03. 
  
 “Business Day” means any day that is not a Saturday, Sunday
or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on
which banks are not open for dealings in US Dollar deposits in the London interbank market. 
  
 “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying 

  

 3 








 
the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
  
 “Capital Markets Agreement” means any instrument or agreement evidencing or governing Capital Markets Debt. 
  
 “Capital Markets Debt” means, as of each date of
determination, Indebtedness existing as of that date and issued pursuant to one agreement or indenture or a group of related agreements or indentures, in each case in an aggregate principal amount exceeding $150,000,000 that is owed to financial
institutions or evidenced by bonds, notes, debentures or similar instruments. 
  
 “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the
rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the
Borrower or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so
nominated. 
  
 “Change in Law” means (a) the
adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance
by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not
having the force of law) of any Governmental Authority made or issued after the date of this Agreement. 
  
 “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Competitive Loans or Swingline Loans. 
  
 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
  
 “Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in
Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time
pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each Lender’s Commitment is 

  

 4 








 
set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial
aggregate amount of the Lenders’ Commitments is $2,000,000,000. 
  
 “Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04. 
  
 “Competitive Bid Rate” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender
making such Competitive Bid. 
  
 “Competitive Bid
Request” means a request by the Borrower for Competitive Bids in accordance with Section 2.04. 
  
 “Competitive Loan” means a Loan made pursuant to Section 2.04. 
  
 “Confidentiality Agreement” means a confidentiality agreement in the form of Exhibit C. 
  
 “Consolidated Assets” means, at any time, all assets of the
Borrower and the Subsidiaries at such time, as determined on a consolidated basis in accordance with GAAP. 
  
 “Consolidated Debt” means, for any date of determination and without duplication, all indebtedness for borrowed money and Capital Lease
Obligations reported as indebtedness in the consolidated financial statements of the Borrower and its Subsidiaries prepared as of such date of determination, plus all indebtedness for borrowed money and Capital Lease Obligations incurred by third
parties and guaranteed by the Borrower or a Subsidiary not otherwise reported as indebtedness in such consolidated financial statements. 
  
 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlled” has a correlative meaning thereto. 
  
 “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless
cured or waived, become an Event of Default. 
  
 “Designated Foreign Currency” means any foreign currency that is freely traded and exchangeable into US Dollars. 
  
 “Designated Payment Account” means an account with the Payment Agent designated from time to time by the Borrower in a writing executed
by a Financial Officer. 
  
 “Effective
Date” has the meaning assigned to such term in Section 4.01. 
  

 5 








 “Environmental Laws” means all applicable laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety matters. 
  
 “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a
Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. 
  
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 
  
 “ERISA Group” means the Borrower and all members of a
controlled group of corporations and all trades or businesses (whether or not incorporated) under common control that, together with the Borrower, are treated as a single employer under Section 414 of the Code. 
  
 “Eurodollar”, when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the case of a Competitive Loan, the LIBO Rate). 
  
 “Event of Default” has the meaning assigned to such term in
Article VII. 
  
 “Excluded Taxes” means, with
respect to the Payment Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower or either Guarantor hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located,
(b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such recipient is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.19(b) or 10.02(c)), any withholding tax that is imposed by the United States of America on amounts payable to such Foreign Lender by the Borrower or such Guarantor from locations in the United States of America at the time
such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(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 2.17(a). 
  
 “Existing Credit Agreement” means the Borrower’s
Five-Year Revolving Credit Agreement dated as of March 30, 2001, as amended. 
  

 6 








 “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding 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 (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Payment
Agent from three Federal funds brokers of recognized standing selected by it. 
  
 “Financial Officer” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of the Borrower. 
  
 “Fitch” means Fitch Ratings, a wholly owned subsidiary of
Fimilac, S.A. 
  
 “Fixed Rate” means, with
respect to any Competitive Loan (other than a Eurodollar Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid. 
  
 “Fixed Rate Loan” means a Competitive Loan bearing interest
at a Fixed Rate. 
  
 “Foreign Lender” means any
Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute
a single jurisdiction. 
  
 “Funded Debt
Agreement” means any agreement, or group of related agreements, evidencing Funded Debt. 
  
 “Funded Debt” means any Indebtedness for borrowed money (other than Loans and Letters of Credit under this Agreement) of the Borrower
and/or one or more of its Restricted Subsidiaries. 
  
 “GAAP” means generally accepted accounting principles in the United States of America, applied in accordance with Section 1.04. 
  
 “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government. 
  
 “Guarantors” means Northrop
Grumman Systems Corporation, a Delaware corporation and a wholly owned Subsidiary of the Borrower, and Northrop Grumman Space & Mission Systems Corp., an Ohio corporation and a wholly owned subsidiary of the Borrower. 
  

 7 








 “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. 
  
 “Indebtedness” means, for any Person, indebtedness for borrowed money and Capital Lease Obligations reported as indebtedness in the consolidated financial statements of that Person and its consolidated subsidiaries, plus
all indebtedness for borrowed money and Capital Lease Obligations incurred by third parties and guaranteed by that Person or any of its consolidated subsidiaries not otherwise reported as indebtedness in such consolidated financial statements.

  
 “Indemnified Taxes” means Taxes other than
Excluded Taxes. 
  
 “Index Debt” means senior,
unsecured, non-credit enhanced long-term indebtedness for borrowed money of the Borrower. 
  
 “Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08. 
  
 “Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day
of each March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of
more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Fixed Rate Loan, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid
Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as
Interest Payment Dates with respect to such Borrowing and (d) with respect to any Swingline Loan, the day that such Loan is required to be repaid. 
  
 “Interest Period” means (a) with respect to any Eurodollar Revolving Borrowing, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, or any other period agreed to by the Borrower and each Lender, as the Borrower may elect, (b) with respect to any Eurodollar
Competitive Borrowing, the period commencing on the date of such Borrowing and ending 7 days thereafter, or on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, or any other period agreed to by
the Borrower and each advancing Lender, as the Borrower may elect, and (c) with respect to any Fixed Rate Borrowing, the period (which shall not be less than 7 days or more than 360 days) commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid 

  

 8 








 
Request; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing. 
  
 “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version
thereof as may be in effect at the time of issuance). 
  
 “Issuing Bank” means JPMCB and each other person that shall have become an Issuing Bank hereunder as provided in Section 2.06(i), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors
in such capacity as provided in Section 2.06(j). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates (provided that the identity and creditworthiness of the Affiliate is reasonably
acceptable to the Borrower), in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 
  
 “Issuing Bank Agreement” shall have the meaning assigned to such term in Section 2.06(i). 
  
 “JPMCB” means JPMorgan Chase Bank, N.A. and its successors.

  
 “Judgment Currency” has the meaning assigned
to such term in Section 10.14. 
  
 “LC
Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit pursuant to Section 2.06. The initial amount of each Issuing Bank’s LC Commitment is set forth on Schedule 2.06, or in
such Issuing Bank’s Issuing Bank Agreement. 
  
 “LC
Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit. 
  
 “LC Exchange Rate” means, on any day, with respect to US Dollars in relation to any Designated Foreign Currency, the rate at which US Dollars may be exchanged into such currency, as set forth at
approximately 12:00 noon, New York City time, on such day on the applicable Reuters World Currency Page. In the event that any such rate does not appear on the applicable Reuters World Currency Page, the LC Exchange Rate shall be determined by
reference to such other publicly available service 

  

 9 








 
for displaying exchange rates as may be agreed upon by the Payment Agent and the Borrower or, in the absence of such agreement, such LC Exchange Rate shall
instead be the spot rate of exchange of the Payment Agent, at or about 11:00 a.m., London time, on such date for the purchase of such Designated Foreign Currency with US Dollars for delivery two Business Days later; provided that if at the
time of any such determination, for any reason, no such spot rate is being quoted, the Payment Agent, after consultation with the Borrower, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be
conclusive absent manifest error. 
  
 “LC
Exposure” means, at any time, the sum of (a) the aggregate of the US Dollar Equivalents of the undrawn amounts of all outstanding Letters of Credit at such time plus (b) the aggregate of the US Dollar Equivalents of all LC Disbursements
that have not yet been reimbursed by or on behalf of the applicable Borrower at such time (determined as provided in Section 2.06 as of the applicable LC Participation Calculation Dates in the case of LC Disbursements in respect of which the
Borrower’s reimbursement obligations have been converted to US Dollar amounts in accordance with such Section). The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. 
  
 “LC Participation Calculation Date” means, with respect to
any LC Disbursement made in a currency other than US Dollars, (a) the date on which the applicable Issuing Bank shall advise the Payment Agent that it purchased with US Dollars the currency used to make such LC Disbursement, or (b) if such Issuing
Bank shall not advise the Payment Agent that it made such a purchase, the date on which such LC Disbursement is made. 
  
 “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption in compliance with Section 10.04, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

  
 “Letter of Credit” means any letter of credit
issued pursuant to this Agreement. 
  
 “LIBO
Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for
such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Payment Agent from time to time for purposes of providing quotations of interest rates applicable to US Dollar deposits
in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for US Dollar deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which US Dollar deposits of $5,000,000 and for a maturity
comparable to such Interest Period are offered 

  

 10 








 
by the principal London office of the Payment Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period. 
  
 “Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset. 
  
 “Loan Parties” means the Borrower and the Guarantors (but,
in the case of any Guarantor, only for so long as that Guarantor has not been released from the guarantee contained in Section 9.01 pursuant to Section 9.02 or Section 10.13). 
  
 “Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement, and for the
avoidance of doubt, includes Competitive Loans and Swingline Loans. 
  
 “Margin” means, with respect to any Competitive Loan bearing interest at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be added to or subtracted from the LIBO Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid. 
  
 “Margin Stock” has the meaning ascribed to such term in Regulation U issued by the Board. 
  
 “Material Adverse Effect” means a material adverse effect on
(a) the ability of the Loan Parties to perform their obligations under this Agreement, (b) the validity or enforceability of this Agreement, (c) the rights and remedies of any Lender or the Payment Agent under this Agreement, or (d) the timely
payment of the principal of or interest on the Loans or other amounts payable in connection therewith. 
  
 “Material Payment Default” means, as to any Funded Debt Agreement, that any amount of principal or interest aggregating $100,000 or more
is overdue thereunder. 
  
 “Maturity Date” means
August 5, 2010. 
  
 “Moody’s” means
Moody’s Investors Service, Inc. 
  
 “Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 
  
 “Non-Consenting Lender” has the meaning assigned to such term in Section 10.02(c). 
  
 “Obligations” means (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of
Credit, including payments in respect of 

  

 11 








 
reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Loan Parties under this Agreement. 
  
 “Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this Agreement. 
  
 “Participant” has the meaning set forth in Section 10.04. 
  
 “Payment Agent” means JPMCB in its capacity as paying agent for the Lenders hereunder, or any successor thereto appointed in accordance
with Article VIII. 
  
 “PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. 
  
 “Permitted Encumbrances” means: 
  
 (a) Liens imposed by law for taxes that are not yet due, or remain payable without penalty, or are being contested in good faith and by
proper proceedings; 
  
 (b) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in
good faith and by proper proceedings; 
  
 (c)
pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; 
  
 (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; 
  
 (e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and 
  
 (f) easements, zoning restrictions, rights-of-way and
similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Subsidiary; 
  

 12 








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

  
 “Person” means any natural person,
corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
  
 “Plan” means, at any time, an employee pension benefit plan (other than a Multiemployer Plan) that is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code and is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group. 
  
 “Prime Rate” means the rate of interest per annum publicly
announced from time to time by JPMCB, as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

  
 “Proposed Change” has the meaning assigned to
such term in Section 10.02(c). 
  
 “Register” has
the meaning set forth in Section 10.04. 
  
 “Related
Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 
  
 “Required Lenders” means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that for purposes of declaring the Loans to be due and payable
pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, the outstanding Competitive Loans of the Lenders shall be included in their respective Revolving
Credit Exposures in determining the Required Lenders. 
  
 “Restricted Subsidiary” means each Subsidiary other than an Unrestricted Subsidiary. 
  
 “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such
Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time. 
  
 “Revolving Loan” means a Loan made pursuant to Sections 2.01 and 2.03. 
  
 “S&P” means Standard & Poor’s. 
  

 13 








 “Shareholders’ Equity” means, at any time, the consolidated shareholders’
equity of the Borrower that would be reported as shareholders’ equity on a consolidated balance sheet of the Borrower prepared as of such time. 
  
 “Significant Subsidiary” means, as of each determination date, each Subsidiary with a book value of total assets, net of depreciation and
amortization and after intercompany eliminations, in excess of $150,000,000. 
  
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve
percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Payment Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage. 
  
 “subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated
with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association
or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held. 
  
 “Subsidiary” means any subsidiary of the Borrower. 
  
 “Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable
Percentage of the total Swingline Exposure at such time. 
  
 “Swingline Lender” means JPMCB, in its capacity as lender of Swingline Loans hereunder. 
  
 “Swingline Loan” means a Loan made pursuant to Section 2.05. 
  
 “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority. 
  

 14 








 “Telecopy” means telecopier, facsimile, or other similar means of transmission of
documentation, including e-mail transmission of pdf files bearing, where required, appropriate signatures. 
  
 “Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement, the borrowing of Loans, and the
issuance of Letters of Credit. 
  
 “Type”, when
used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate or, in the case of a
Competitive Loan or Borrowing, the LIBO Rate or a Fixed Rate. 
  
 “Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the present value of all benefits under such Plan exceeds (ii) the fair market value of all Plan assets allocable to such
benefits (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or
an appointed trustee under Title IV of ERISA. 
  
 “Unrestricted Subsidiary” means any Subsidiary designated as such pursuant to and in compliance with Section 1.06 and not thereafter redesignated as a Restricted Subsidiary pursuant to such Section; provided that no
Significant Subsidiary, and no Subsidiary that owns any Equity Interests or Indebtedness of the Borrower or any Restricted Subsidiary, shall be an Unrestricted Subsidiary. 
  
 “US Dollars” or “$” means the lawful money of the United States of America. 
  
 “US Dollar Equivalent” means, on any date of determination,
(a) with respect to any amount in US Dollars, such amount, and (b) with respect to any amount in any currency other than US Dollars, the equivalent in US Dollars of such amount, determined by the Payment Agent using the LC Exchange Rate with respect
to such currency in effect for such amount on such date. The US Dollar Equivalent at any time of the amount of any Letter of Credit or LC Disbursement denominated in any currency other than US Dollars shall be the amount most recently determined as
provided in Section 1.05. 
  
 “Utilization
Percentage” means the percentage produced by dividing (i) the aggregate Revolving Credit Exposures by (ii) the aggregate Commitments; provided, that if the Commitments have been terminated, the Utilization Percentage shall at all
times be 100%. 
  
 SECTION 1.02. Classification of Loans and
Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a
“Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a 

  

 15 








 
“Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving
Borrowing”). 
  
 SECTION 1.03. Terms Generally. The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) 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. 
  
 SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Payment Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Payment Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether
any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith. 
  
 SECTION 1.05. Currency Translation. The Payment Agent shall determine the US Dollar Equivalent of any Letter of Credit denominated in a Designated Foreign Currency as of the date of issuance thereof and on the
first Business Day of each calendar month on which such Letter of Credit is outstanding, in each case using the LC Exchange Rate for the applicable currency in effect on the date of determination, and each such amount shall be the US Dollar
Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this paragraph. The Payment Agent shall in addition determine the US Dollar Equivalent of any Letter of Credit denominated in any Designated Foreign Currency
as provided in Section 2.06. The Payment Agent shall notify the Borrower and the applicable Issuing Bank of each calculation of the US Dollar Equivalent of each Letter of Credit and LC Disbursement. 
  

 16 








 SECTION 1.06. Unrestricted Subsidiaries. The Borrower may, at any time and from time to time,
designate any Subsidiary organized or acquired after the Effective Date (other than any Significant Subsidiary or any Subsidiary that shall own any Equity Interests or Indebtedness of the Borrower or any Restricted Subsidiary) as an Unrestricted
Subsidiary by delivery of a written notice of such designation to the Payment Agent; provided that (a) no Default shall exist at the time of any such designation and (b) after giving effect to such designation, the aggregate assets of all
Unrestricted Subsidiaries shall not exceed 15% of Consolidated Assets. The Borrower may, at any time and from time to time, designate any Unrestricted Subsidiary as a Restricted Subsidiary by delivery of written notice of such designation to the
Payment Agent. If, as of the end of any fiscal quarter, the aggregate combined assets of all Unrestricted Subsidiaries shall exceed 15% of Consolidated Assets, then the Borrower shall, not later than 30 days after the delivery of the certificate
referred to in Section 5.01(c) with respect to such fiscal quarter, eliminate such excess by designating one or more Unrestricted Subsidiaries as Restricted Subsidiaries. 
  
 ARTICLE II 
  
 The Credits 
  
 SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Availability Period in US Dollars in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow
Revolving Loans. 
  
 SECTION 2.02. Loans and Borrowings.
(a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth
in Section 2.04. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender
shall be responsible for any other Lender’s failure to make Loans as required. 
  
 (b) Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith, and (ii) each Competitive Borrowing shall be
comprised entirely of Eurodollar Loans or Fixed Rate Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. 
  

 17 








 (c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $25,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of
$5,000,000 and not less than $25,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e). Each Competitive Borrowing shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $25,000,000. Each Swingline Loan shall be in an amount that is an integral
multiple of $5,000,000 and not less than $25,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurodollar Revolving Borrowings
outstanding. 
  
 (d) Notwithstanding any other provision of this
Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 
  
 SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall notify the Payment Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing or
(b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time on the Business Day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or
Telecopy to the Payment Agent of a written Borrowing Request in a form approved by the Payment Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section
2.02: 
  
 (i) the aggregate amount of the
requested Borrowing; 
  
 (ii) the date of such
Borrowing, which shall be a Business Day; 
  
 (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 
  
 (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period”. 
  
 If no election as to
the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to
have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Payment Agent shall 

  

 18 








 
advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 
  
 SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and
conditions set forth herein, from time to time during the Availability Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum
of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall notify the Payment Agent of such request
by telephone, in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City
time, one Business Day before the date of the proposed Borrowing; provided that the Borrower may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five
Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive
Bid Request shall be confirmed promptly by hand delivery or Telecopy to the Payment Agent of a written Competitive Bid Request in a form approved by the Payment Agent and signed by the Borrower. Each such telephonic and written Competitive Bid
Request shall specify the following information in compliance with Section 2.02: 
  
 (i) the aggregate amount of the requested Borrowing; 
  
 (ii) the date of such Borrowing, which shall be a Business Day; 
  
 (iii) whether such Borrowing is to be a Eurodollar Borrowing
or a Fixed Rate Borrowing; 
  
 (iv) the Interest
Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and 
  
 (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of
Section 2.07. 
  
 Promptly following receipt of a Competitive Bid Request in
accordance with this Section, the Payment Agent shall notify the Lenders of the details thereof by Telecopy, inviting the Lenders to submit Competitive Bids. 
  
 (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request.
Each Competitive Bid by a Lender must be in a form approved by the Payment Agent and must be received by the Payment Agent by Telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, three Business
Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the proposed date of such 

  

 19 








 
Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Payment Agent may be rejected by the Payment Agent, and
the Payment Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the
entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans
(expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. 
  
 (c) The Payment Agent shall promptly notify the Borrower by Telecopy of the
Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. 
  
 (d) Subject only to the provisions of this paragraph, the Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Payment Agent
by telephone, confirmed by Telecopy, whether and to what extent it has decided to accept or reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, on the proposed date of the Competitive Borrowing; provided that (i) the failure of the Borrower to give
such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate,
(iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with
clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000;
provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in
calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by the
Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. 
  
 (e) The Payment Agent shall promptly notify each bidding Lender by Telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful
bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. 
  

 20 








 (f) If the Payment Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall
submit such Competitive Bid directly to the Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Payment Agent pursuant to paragraph (b) of this Section.

  
 SECTION 2.05. Swingline Loans. (a) Subject to the terms
and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in US Dollars in amounts that will not result in (i) the aggregate principal amount of outstanding
Swingline Loans exceeding $100,000,000 or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments; provided that the Swingline Lender shall not
be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swingline Loans. 
  
 (b) To request a Swingline Loan, the Borrower shall notify the Payment Agent
of such request by telephone (confirmed by Telecopy), not later than 12:00 noon, New York City time, on the day of such proposed Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and
amount of the requested Swingline Loan. The Payment Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to
the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00
p.m., New York City time, on the requested date of such Swingline Loan. 
  
 (c) The Swingline Lender may by written notice given to the Payment Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the
Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Payment Agent will give notice thereof to each Lender, specifying in such
notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Payment Agent, for the account of the Swingline
Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall
not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply,
mutatis mutandis, to the payment obligations 

  

 21 








 
of the Lenders), and the Payment Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Payment Agent shall
notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Payment Agent and not to the Swingline Lender. Any amounts received
by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Payment
Agent; any such amounts received by the Payment Agent shall be promptly remitted by the Payment Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear;
provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Payment Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. 
  
 SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit denominated in US Dollars or any Designated Foreign Currency approved by the applicable Issuing Bank, (i) for its own account or (ii) for its own account and, jointly, for the account of any of its Subsidiaries (and in each case
under this clause (ii), the Borrower shall be considered the sole obligor under such Letter of Credit for purposes of this Agreement notwithstanding any listing of any Subsidiary as an account party or applicant with respect to such Letter of
Credit), in a form reasonably acceptable to the Payment Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period. Except as to matters covered by agreements contained herein or otherwise expressly
agreed by the relevant Issuing Bank and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most
recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit. JPMCB and each other Lender which has been designated as an Issuing Bank hereunder, agrees, subject to the terms
and conditions set forth herein, that it shall issue Letters of Credit complying with the terms of this Agreement upon the request of the Borrower in the manner contemplated by this Section. It is understood and agreed that the Borrower shall be
deemed to be a primary account party under, and obligated in respect of, each Letter of Credit issued at the request of the Borrower hereunder, notwithstanding the fact that a Subsidiary may be listed as the account party in the Letter of Credit. In
the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an
Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit referred to in clause (ii) of the first
sentence of this paragraph, it will be fully responsible for the reimbursement of LC Disbursements, the payment of interest thereon and the payment of participation fees and other fees due hereunder to the same extent as if it were the sole account
party in respect of such Letter of Credit (the Borrower hereby irrevocably waiving any defenses 

  

 22 








 
that might otherwise be available to it as a guarantor of the obligations of any Subsidiary that shall be a joint account party in respect of any such Letter
of Credit). 
  
 (b) Notice of Issuance, Amendment, Renewal,
Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or Telecopy to the applicable Issuing Bank and the Payment
Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date
of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the currency and amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $1,000,000,000, (ii) the sum of the
total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the total Commitments and (iii) the portion of the LC Exposure attributable to Letters of Credit issued by the applicable Issuing
Bank will not exceed the LC Commitment of such Issuing Bank. 
  
 (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) or such longer period as may be agreed to between the Borrower and the Issuing Bank and (ii) the date that is five Business Days prior to the Maturity Date; provided, that any Letter of
Credit with a one-year tenor may provide for renewal thereof under procedures reasonably satisfactory to the applicable Issuing Bank for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above).

  
 (d) Participations. By the issuance of a Letter of
Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the Payment Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage (determined as of the time or times at which the Lenders are required to make
payments in respect of unreimbursed LC Disbursements under such Letter of Credit pursuant to paragraph (e) below) of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason (or, if the currency of the applicable LC Disbursement or 

  

 23 








 
reimbursement payment shall be a Designated Foreign Currency, an amount equal to the US Dollar Equivalent thereof using the LC Exchange Rate in effect on the
applicable LC Participation Calculation Date). Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments or any fluctuation in currency values, and that each
such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 
  
 (e) Reimbursement. If an Issuing Bank makes any LC Disbursement in respect of a Letter of Credit, it shall promptly (and in any event on the date such LC Disbursement is made) notify the Borrower thereof. The
Borrower shall reimburse such LC Disbursement by paying to the Payment Agent an amount equal to such LC Disbursement by the following deadlines: 
  
 (i) if the Borrower receives such notice prior to 12:00 noon, New York City time, not later than 12:00 noon, New York City time, on the
Business Day immediately following the date of notice, or 
  
 (ii) if the Borrower receives such notice following 12:00 noon, New York City time, not later than 12:00 noon, New York City time, two Business Days following the day that the Borrower receives such notice.

  
 Each such reimbursement shall be made in the currency of such LC Disbursement.
If such LC Disbursement is denominated in US Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or
Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to
reimburse any LC Disbursement when due, (A) if such payment relates to a Letter of Credit denominated in a Designated Foreign Currency, automatically and with no further action required, the obligation of the Borrower to reimburse the applicable LC
Disbursement shall be permanently converted into an obligation to reimburse the US Dollar Equivalent, calculated using the LC Exchange Rate on the applicable LC Participation Calculation Date, of such LC Disbursement and (B) in the case of each LC
Disbursement, the Payment Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice,
each Lender shall pay to the Payment Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Payment Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Payment Agent of any payment from the
Borrower pursuant to this paragraph, the Payment Agent shall distribute such payment to such Issuing Bank or, to the extent that Lenders have made payments 

  

 24 








 
pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a
Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its
obligation to reimburse such LC Disbursement. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in respect of any Letter of Credit denominated in a currency other than US Dollars would subject the Payment Agent, the
applicable Issuing Bank or any Lender to any stamp duty, ad valorem charge or other tax, expense or loss (including any loss resulting from changes in currency exchange rates between the date of any LC Disbursement and the date of any reimbursement
payment in respect thereof), the Borrower shall pay the amount of any such tax, expense or loss requested by the Payment Agent or the relevant Issuing Bank or Lender, as applicable. 
  
 (f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e)
of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of
the Payment Agent, the Lenders or the Issuing Banks, or any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to
any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the
foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted
by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of gross negligence or wilful misconduct on the part of an Issuing Bank, an Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility 

  

 25 








 
for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of Credit. 
  
 (g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing
Bank shall promptly notify the Payment Agent and the Borrower by telephone (confirmed by Telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give
or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement. 
  
 (h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse
such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such
LC Disbursement, (i) in the case of any LC Disbursement denominated in US Dollars and at all times following the conversion to US Dollars of an LC Disbursement made in a Designated Foreign Currency pursuant to paragraph (e) of this Section, at the
rate per annum then applicable to ABR Revolving Loans, and (ii) if such LC Disbursement is made in a Designated Foreign Currency, at all times prior to its conversion to US Dollars pursuant to paragraph (e) of this Section, at a rate per annum
reasonably determined by the applicable Issuing Bank to represent the cost to such Issuing Bank of funding such LC Disbursement plus the Applicable Margin applicable to Eurodollar Revolving Loans at such time; provided that, if the Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest
accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment. 
  
 (i) Designation of Additional Issuing Banks. From time to time, the
Borrower may by notice to the Agent and the Lenders designate as additional Issuing Banks one or more Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender of any appointment as an Issuing Bank hereunder shall be
evidenced by an agreement (an “Issuing Bank Agreement”), which shall be in a form reasonably satisfactory to the Borrower and the Payment Agent, shall set forth the LC Commitment of such Lender and shall be executed by such Lender,
the Borrower and the Payment Agent and, from and after the effective date of such agreement, (i) such Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing
Bank” shall be deemed to include such Lender in its capacity as an Issuing Bank. 
  
 (j) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Payment Agent (who will not unreasonably refuse their consent thereto) and the
successor Issuing Bank. Any Issuing 

  

 26 








 
Bank so replaced shall continue to have the benefit of this Agreement in respect of any Letters of Credit of that Issuing Bank which remain outstanding. The
Payment Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b). 
  
 (k) Cash Collateralization. If any
Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Payment Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposures representing
greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Payment Agent, in the name of the Payment Agent and for the benefit of the Lenders, an
amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) amounts payable in respect of any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of
Credit or LC Disbursement, except that LC Disbursements in a Designated Foreign Currency in respect of which the Borrower’s reimbursement obligations have been converted to obligations in US Dollars as provided in paragraph (e) above and
interest accrued thereon shall be payable in US Dollars and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any
kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (i) or (j) of Article VII. Such deposit shall be held by the Payment Agent as collateral for the payment and performance of the obligations of the
Borrower under this Agreement. The Payment Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Payment Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account
shall be applied by the Payment Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the
Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower
within three Business Days after all Events of Default have been cured or waived. 
  
 (l) Issuing Bank Reports. Unless otherwise agreed by the Payment Agent, each Issuing Bank shall report in writing to the Payment Agent (who shall promptly provide notice to the Lenders of the contents thereof)
(i) on or prior to each Business Day on which such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the currency and aggregate face amount of the Letters of Credit
issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and 

  

 27 








 
whether the amount thereof shall have changed), it being understood that such Issuing Bank shall not effect any issuance, renewal, extension or amendment
resulting in an increase in the aggregate amount of the Letters of Credit issued by it without first obtaining written confirmation from the Payment Agent that such increase is then permitted under this Agreement, (ii) on each Business Day on which
such Issuing Bank makes any LC Disbursement, the date, currency and amount of such LC Disbursement, (iii) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the
date of such failure and the currency and amount of such LC Disbursement and (iv) on any other Business Day, such other information as the Payment Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank. 
  
 SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Payment Agent most recently designated by it for such purpose by notice to the
Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Payment Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Designated Payment
Account; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Payment Agent to the Issuing Bank. 
  
 (b) Unless the Payment 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 Payment Agent such Lender’s share of such Borrowing, the Payment Agent may assume that such Lender has made such share available on such date in accordance
with paragraph (a) of this Section 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 Payment
Agent, then the applicable Lender and the Borrower severally agree to pay to the Payment 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 Payment Agent, at the Federal Funds Effective Rate. If such Lender pays such amount to the Payment Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

  
 SECTION 2.08. Interest Elections. (a) Each Revolving
Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may
elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options
with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Competitive Borrowings or Swingline Borrowings, which may not be converted or continued. 
  

 28 








 (b) To make an election pursuant to this Section, the Borrower shall notify the Payment Agent of such
election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each
such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or Telecopy to the Payment Agent of a written Interest Election Request in a form approved by the Payment Agent and signed by the
Borrower. 
  
 (c) Each telephonic and written Interest Election
Request shall specify the following information in compliance with Section 2.02: 
  
 (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); 
  
 (ii) the effective date of the election made pursuant to
such Interest Election Request, which shall be a Business Day; 
  
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 
  
 (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the term “Interest Period”. 
  
 If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

  
 (d) Promptly following receipt of an Interest Election
Request, the Payment Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 
  
 (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Payment Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a
Eurodollar Borrowing and (ii) unless 

  

 29 








 
repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 
  
 SECTION 2.09. Termination, Reduction and Increase of Commitments. (a)
Unless previously terminated, the Commitments shall terminate on the Maturity Date. 
  
 (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and
not less than $25,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments. 
  
 (c) The Borrower shall notify the Payment Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three
Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Payment Agent shall advise the Lenders of the contents thereof. Each
notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other
credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Payment Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be
permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. 
  
 (d) The Borrower may from time to time, by written notice to the Payment Agent, executed by the Borrower and one or more financial institutions (any such
financial institution referred to in this Section being called a “Prospective Lender”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the
Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice; provided that (i) the amount of any such increase in the aggregate Commitments shall be not less than $25,000,000, (ii) the aggregate
amount of increases in Commitments made pursuant to this Section shall not exceed $500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Payment Agent and each Issuing Bank (which
approval shall not be unreasonably withheld) and shall execute all such documentation as the Payment Agent and the Borrower shall specify to evidence the Commitment of such Prospective Lender and its status as a Lender hereunder. Such notice shall
set forth the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall not be less than 3 Business Days or more than 45 days after the date of such notice). On the Increase Effective
Date, (A) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the commitment increase on the Increase Effective Date shall be deemed to be repaid, (B) after the
effectiveness of the commitment increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate 

  

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principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request
delivered to the Payment Agent in accordance with Section 2.03, (C) each Lender shall pay to the Payment Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Applicable Percentage (calculated after
giving effect to the commitment increase) of the Subsequent Borrowings and (y) such Lender’s Applicable Percentage (calculated without giving effect to the commitment increase) of the Initial Loans, (D) after the Payment Agent receives the
funds specified in clause (C) above, the Payment Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Applicable Percentage (calculated without giving effect to the
commitment increase) of the Initial Loans and (2) such Lender’s Applicable Percentage (calculated after giving effect to the commitment increase) of the amount of the Subsequent Borrowings, (E) each Lender (including each Prospective Lender)
shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the commitment increase) and (F) the Borrower shall pay each Lender (other than any Prospective Lender that was not a Lender
before giving effect to the Commitment increase) any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of each Eurodollar Loan shall be subject to indemnification by the
Borrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in
the Commitments (or in any Commitment of any Lender) or addition of a Prospective Lender shall become effective under this Section unless, (A) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be
satisfied (without giving effect to the parenthetical in such paragraph (a)) and the Payment Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (B) the Payment Agent shall
have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase.

  
 SECTION 2.10. Repayment of Loans; Evidence of Debt. (a)
The Borrower hereby unconditionally promises to pay (i) to the Payment Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date, (ii) to the Payment Agent for the account of each Lender the
then unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and
the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing or Competitive Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding. 
  
 (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 
  

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 (c) The Payment Agent shall maintain accounts in which it shall record (i) the amount of each Loan made
hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum
received by the Payment Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
  
 (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Payment Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the
Loans in accordance with the terms of this Agreement. 
  
 (e) Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such
Lender and its registered assigns) and in a form reasonably approved by the Payment Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be
represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). 
  
 SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay or repay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that the Borrower shall not have the right to prepay any
Competitive Loan without the prior consent of the Lender thereof. 
  
 (b) In the event and on each occasion that the sum of the Revolving Credit Exposures exceeds the sum of the Commitments, the Borrower shall not later than the next Business Day prepay Revolving Borrowings in an aggregate amount equal to
such excess, and in the event that after such prepayment of Borrowings any such excess shall remain, the Borrower shall deposit cash in an amount equal to such excess as collateral for the reimbursement obligations of the Borrower in respect of
Letters of Credit; provided that if such excess results from a change in currency exchange rates, such prepayment and deposit shall be required to be made not later than the fifth Business Day after the day on which the Payment Agent shall
have given the Borrower notice of such excess. Any cash so deposited (and any cash previously deposited pursuant to this paragraph) with the Payment Agent shall be held in an account over which the Payment Agent shall have sole dominion and control,
including exclusive rights of withdrawal. Other than any interest earned on the investment of such deposits, which investment shall be made in the discretion of the Payment Agent and at the Borrower’s risk and expense, such deposits shall not
bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Payment Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been 

  

 32 








 
reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders holding a majority of the LC Exposures), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower has provided
cash collateral to secure the reimbursement obligations of the Borrower in respect of Letters of Credit, then, so long as no Event of Default shall exist, such cash collateral shall be released to the Borrower if so requested by the Borrower at any
time if and to the extent that, after giving effect to such release, the aggregate amount of the Revolving Credit Exposures would not exceed the aggregate amount of the Commitments. 
  
 (c) The Borrower shall notify the Payment Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender)
by telephone (confirmed by Telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the
date of prepayment; provided that in the case of any prepayment required to be made within one Business Day under paragraph (b) above the Borrower will give such notice as soon as practicable. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Payment Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each
prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. 
  
 SECTION 2.12. Fees. (a) The Borrower agrees to pay to the Payment
Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the date of this Agreement to but
excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such
Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on
which the Commitments terminate shall be payable 

  

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on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). 
  
 (b) The Borrower agrees
to pay (i) to the Payment Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue on each day at the Applicable Rate that would be used on such day to determine the
interest rate applicable to Eurodollar Revolving Loans, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this
Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank, for its own account, a fronting fee, which shall accrue
at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, and (iii) to each
Issuing Bank, for its own account, such Issuing Bank’s standard fees (or such other fees as may be agreed to by such Issuing Bank and the Borrower from time to time) with respect to the amendment, renewal or extension of any Letter of Credit
issued by it or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last
day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate
shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day). 
  
 (c) The Borrower agrees to pay to the Payment Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the
Borrower and the Payment Agent. 
  
 (d) All fees payable hereunder
shall be paid on the dates due, in immediately available funds, to the Payment Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees
paid shall not be refundable under any circumstances. 
  
 SECTION
2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate. 
  
 (b) The Loans comprising each Eurodollar Borrowing shall bear interest (i) in the case of a Eurodollar Revolving Loan, at the Adjusted LIBO Rate for the
Interest 

  

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Period in effect for such Borrowing plus the Applicable Rate, or (ii) in the case of a Eurodollar Competitive Loan, at the LIBO Rate for the Interest Period
in effect for such Borrowing plus (or minus, as applicable) the Margin applicable to such Loan. 
  
 (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan. 
  
 (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the
Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any
Loan, 2% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of
this Section. 
  
 (e) Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of
such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

  
 (f) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Payment Agent, and such determination
shall be conclusive absent manifest error. 
  
 SECTION 2.14.
Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: 
  
 (a) the Payment Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 
  
 (b) the Payment Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to
make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest 

  

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Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period; 
  
 then the Payment Agent shall give notice
thereof to the Borrower and the Lenders by telephone or Telecopy as promptly as practicable thereafter and, until the Payment Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any
Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. 
  
 SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

  
 (i) impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or 

 
 (ii) impose on any Lender or any Issuing Bank or the
London interbank market any other condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein; 
  
 and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Fixed
Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable
by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), in each case by an amount deemed by that Lender or Issuing Bank in good faith to be material, then the Borrower will pay to such Lender or such Issuing
Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. 
  
 (b) If any Lender or any Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s
or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding
company with respect to capital adequacy), in each case by an amount deemed by that Lender in good faith to be material, then from time to time the Borrower will pay to such 

  

 36 








 
Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s
or such Issuing Bank’s holding company for any such reduction suffered. 
  
 (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section and setting forth the basis for the determination thereof, together with supporting calculations, shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining such amount or amounts, such
Lender or such Issuing Bank shall act reasonably and in good faith, and may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 Business Days after receipt thereof. 
  
 (d)
Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that
the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or such Issuing Bank, as the case may be,
notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. 
  
 (e) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to
this Section in respect of any Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made. 

 
 SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last
day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11(c) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan other than
on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each affected Lender for the loss, cost and expense attributable to
such event (which loss, cost or expense will not be deemed to include lost profit). In the case of a Eurodollar Loan, such loss, cost or expense to any 

  

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Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate (without adding thereto the Applicable Rate or Margin) that would have been applicable to such Loan, for the period from the date of such event to the last day of
the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for US Dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and setting forth the basis for the determination thereof, together with supporting calculations, shall be delivered to the Borrower and
shall be conclusive absent manifest error. In determining such amount or amounts, such Lender shall act reasonably and in good faith. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after
receipt thereof. 
  
 SECTION 2.17. Taxes. (a) Any and all
payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law. 
  
 (b)
In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
  
 (c) The Borrower shall indemnify the Payment Agent, each Lender and each Issuing Bank, within 10 Business Days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Payment Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) 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 and setting forth the basis for the determination thereof, by a Lender or an
Issuing Bank, or by an Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error. 
  

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 (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 Payment Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of that portion of the tax return reporting such payment or
other evidence of such payment reasonably satisfactory to the Payment 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 located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Payment Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. 
  
 (f) If the Payment Agent or a Lender determines 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 over such refund to the Borrower (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 reasonable out-of-pocket expenses of the Payment Agent or such Lender and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund) within thirty days; provided, that the Borrower, upon the request of the Payment 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 Payment Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Payment
Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person. 
  
 SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Payment Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Payment Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and
except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto. The Payment Agent shall distribute any such payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to 

  

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the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in US Dollars except as expressly provided herein. 
  
 (b) If at any time insufficient funds are received by and available to the Payment Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and
unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. 
  
 (c) If any Lender shall, by exercising any right of set-off or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount
of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary 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 Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC
Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such participation. 
  
 (d) Unless the Payment Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Payment Agent for the account of the Lenders or the applicable Issuing Bank hereunder that
the Borrower will not make such payment, the Payment 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 or such Issuing Bank, as the case
may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as the case may be, severally agrees to 

  

 40 








 
repay to the Payment Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank 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 Payment Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Payment Agent in accordance with banking industry rules on
interbank compensation. 
  
 (e) If any Lender shall fail to make
any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b) or 2.18(d), then the Payment Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Payment Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
  
 SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section
2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, 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 Section 2.15 or 2.17, as the case may be, in the future and (ii) 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. 
  
 (b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Payment Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held
by it) 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 received the prior written consent of the Payment Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of
any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. 
  

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 ARTICLE III 
  
 Representations and Warranties 
  
 The Borrower represents and warrants to the Lenders that: 
  
 SECTION 3.01. Organization; Powers. The Borrower and each Guarantor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. Each Significant Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, in each case except where the failure to be so organized, existing or in
good standing will not be reasonably likely to have a Material Adverse Effect. The Borrower and each Restricted Subsidiary has all requisite power and authority to carry on its business as now conducted and is duly qualified to transact business in
all jurisdictions where such qualification is necessary, in each case except where the failure to have such authority, or to be so qualified will not be reasonably likely to have a Material Adverse Effect. 
  
 SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate and stockholder action. This Agreement has been duly executed and delivered by each Loan Party and
constitutes a legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
  
 SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with or
any other action by any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate, or constitute a default under, any provision of applicable law or regulation or the charter, by-laws or
other organizational documents of the Borrower or any of the Restricted Subsidiaries or any order of any Governmental Authority or any indenture, any material agreement, instrument, judgment or order to which the Borrower or any Restricted
Subsidiary is a party or by which it or any of its material assets or properties may be bound or affected which would be reasonably likely to have a Material Adverse Effect. 
  
 SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the
Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2004, reported on by Deloitte & Touche LLP, and (ii) as of and for the fiscal quarter and
the portion of the fiscal year ended March 31, 2005. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such
dates and for such periods in accordance with GAAP and, in the case of the statements referred to in clause (ii) above, subject to year-end audit adjustments and the absence of footnotes. 
  

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 (b) Since December 31, 2004, there has been no event or condition that would be reasonably likely to
result in a material adverse effect on the business, assets, operations or condition, financial or otherwise, of the Borrower and the Subsidiaries taken as a whole. 
  
 SECTION 3.05. Properties. The Borrower and its Subsidiaries have sufficient title to, or sufficient and valid
interests in, their respective properties to conduct their business as currently conducted, except where the failure to have such title or interests will not be reasonably likely to result in a Material Adverse Effect. 
  
 SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Restricted Subsidiaries (i) as to which there is a
reasonable possibility of an adverse determination and that, if adversely determined, would be reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

  
 (b) The financial statements described in Section 3.04 provide
certain information regarding the current and potential obligations arising from various consent decrees, cleanup and abatement orders, and current or potential proceedings pertaining to actual or alleged soil and water contamination, disposal of
hazardous wastes, and other environmental matters related to properties currently owned by the Borrower or its Restricted Subsidiaries, previously owned properties, and other properties. Since December 31, 2004, environmental matters have not caused
any material adverse change in the consolidated financial condition of the Borrower and its consolidated Subsidiaries from that shown by the financial statements prepared as of that date. 
  
 (c) In the ordinary course of business, the ongoing operations of the Borrower and its Restricted Subsidiaries are reviewed
from time to time to determine compliance with applicable Environmental Laws. Based on these reviews, to the knowledge of the Borrower, ongoing operations at the principal properties of the Borrower and its Restricted Subsidiaries are currently
being conducted in substantial compliance with applicable Environmental Laws except to the extent noncompliance would not be reasonably likely to result in material adverse change in the consolidated financial condition of the Borrower and its
consolidated Subsidiaries. 
  
 SECTION 3.07. No Defaults.
There are no Material Payment Defaults of the Borrower and its Restricted Subsidiaries under Funded Debt Agreements, other than Funded Debt Agreements governing an aggregate principal amount of Funded Debt which is not in excess of $150,000,000.

  
 SECTION 3.08. Investment and Holding Company Status.
Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935. 
  

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 SECTION 3.09. Taxes. The Borrower and each Subsidiary has timely filed or caused to be filed all
Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such
Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not be reasonably likely to result in a Material Adverse Effect. 
  
 SECTION 3.10. ERISA. Each member of the ERISA Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in substantial compliance in all material respects with the presently applicable material provisions of ERISA and the Code with respect to each
Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or made any amendment
to any Plan which, in either case has resulted or could result in the imposition of a material Lien or the posting of a material bond or other material security under ERISA or the Code or (iii) incurred any material liability under Title IV of ERISA
other than a liability to the PBGC for premiums under Section 4007 of ERISA. 
  
 SECTION 3.11. Disclosure. All information furnished to the Payment Agent and the Lenders in writing prior to the date hereof in connection with the Transactions (including any formal presentation slides, and in
each case as modified or supplemented by other information furnished to the Payment Agent or the Lenders) does not contain 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 any 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. 
  
 SECTION 3.12. Use of
Proceeds. The Borrower will use the proceeds of the Loans and the Letters of Credit (a) to refinance amounts outstanding under the Existing Credit Agreement and (b) for general corporate purposes of the Borrower and the Subsidiaries, including
the repayment of commercial paper and the making of acquisitions. 
  
 SECTION 3.13. Margin Stock. Neither the proceeds of any Loan nor any Letter of Credit will be used in a manner that violates any provision of Regulation U or X of the Board. 
  
 SECTION 3.14. Pari Passu Obligations. Under applicable United States
laws (including state and local laws) in force at the date hereof, the claims and rights of the Lenders and the Payment Agent against the Borrower under this Agreement will not be subordinate to, and will rank at least pari passu with,
the claims and rights of any other unsecured creditors of the Borrower (except to the extent provided by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application relating to or affecting the enforcement of
creditors’ rights and by general principles of equity). 
  

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 ARTICLE IV 
  
 Conditions 
  
 SECTION 4.01. Effective Date. The “Effective Date” means the date the following conditions have been satisfied (or waived in accordance
with Section 10.02): 
  
 (a) The Payment Agent
(or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Payment Agent (which may include Telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of this Agreement. 
  
 (b) The Payment Agent shall have received favorable written opinions (addressed to the Payment Agent and the Lenders and dated the
Effective Date) of (i) Sheppard, Mullin, Richter & Hampton LLP, counsel for the Borrower, substantially in the form of Exhibit B-1, and (ii) John Mullan, Esq., Secretary and Corporate Vice President, substantially in the form of Exhibit B-2. The
Borrower hereby requests such counsel to deliver such opinions. 
  
 (c) The Payment Agent shall have received such documents and certificates as the Payment Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the
authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance satisfactory to the Payment Agent and its counsel. 
  
 (d) The Payment Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 
  
 (e) The representations and warranties of the Borrower set
forth in Article III shall be true and correct in all material respects, and no Default shall have occurred and be continuing. 
  
 (f) The Existing Credit Agreement shall be concurrently terminated and all amounts outstanding or accrued thereunder shall have been paid.

  
 The Payment Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and binding upon all parties hereto and following such notice, none of the conditions set forth in this Section 4.01 shall be of further application. 
  

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 SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of
any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 
  
 (a) The representations and warranties of the Borrower set forth in Article III (other than Sections 3.04(b), 3.06, 3.09 and 3.10) shall
be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. 
  
 (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal
or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. 
  
 Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section. 
  
 ARTICLE V 

 
 Affirmative Covenants 
  
 Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders
that: 
  
 SECTION 5.01. Financial Statements and Other
Information. The Borrower will furnish to the Payment Agent for distribution to each Lender: 
  
 (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of
operations, stockholders’ equity and cash flows as of the end of and for such year, accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing as to such consolidated financial
statements; 
  
 (b) within 45 days after the end
of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then
elapsed portion of the fiscal year; 
  
 (c)
within 105 days following the end of each fiscal year of the Borrower, and within 60 days following the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a certificate of a Financial Officer of the Borrower (i)
certifying as to whether a Default has occurred, (ii) setting forth 

  

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reasonably detailed calculations demonstrating compliance with Section 6.03 as of the date of the consolidated balance sheet of the Borrower included in such
financial statements and (iii) setting forth a reasonably detailed calculation of the aggregate combined assets of all Unrestricted Subsidiaries as of the date of the consolidated balance sheet of the Borrower included in such financial statements;

  
 (d) promptly after the same become publicly
available, copies of all periodic and other reports and proxy statements filed by the Borrower or any Subsidiary with the Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions of said Commission,
or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; 
  
 (e) promptly after S&P, Moody’s or Fitch shall have announced a change in the rating established or deemed to have been
established for the Index Debt, written notice of such rating change; and 
  
 (f) promptly following any request therefor, subject to restrictions imposed by any Governmental Authority, such other existing information regarding the business and financial condition of the Borrower and its
Subsidiaries as any Lender may request through the Payment Agent. 
  
 Information required to be delivered pursuant to paragraphs (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been
delivered to the Payment Agent in a format which is suitable for posting by the Payment Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange
Commission at http://www.sec.gov (and the Borrower shall endeavor to deliver or cause to be delivered to the Payment Agent a confirming electronic correspondence providing notice of such availability, provided that the failure to deliver such
confirming electronic correspondence shall not constitute a default hereunder); provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant
to this Section may also be delivered by electronic communications pursuant to procedures approved by the Payment Agent. 
  
 SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Payment Agent and each Lender prompt written notice of the following:

  
 (a) the occurrence of any Default; and 
  
 (b) the filing or commencement of any action, suit or proceeding by or before
any arbitrator or Governmental Authority against or affecting the Borrower or any Restricted Subsidiary that is reasonably likely to result in a Material Adverse Effect. 
  
 Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the
Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 
  

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 SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of the
Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business,
provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.02. Nothing herein contained shall prevent the termination of the business or existence of any Subsidiary which in the
judgment of the Borrower is no longer necessary or desirable, a merger or consolidation of a Subsidiary into or with the Borrower (if the Borrower is the surviving corporation) or any Restricted Subsidiary, the sale of any Subsidiary if in the
judgment of the Borrower such sale is in the interest of the Borrower, or any merger, consolidation or transfer of assets not prohibited by Section 6.02, so long as immediately after giving effect to any such transaction, no Default shall have
occurred and be continuing. 
  
 SECTION 5.04. Payment of
Obligations. The Borrower will pay and discharge, and will cause each Restricted Subsidiary to pay and discharge all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any
property belonging to it, prior to the date on which penalties attach thereto, and all lawful material claims which, if unpaid, might become a Lien upon the property of the Borrower or such Restricted Subsidiary; provided that neither
the Borrower nor any such Restricted Subsidiary shall be required to pay any such Tax, assessment, charge, levy or claim (i) the payment of which is being contested in good faith and by proper proceedings, (ii) not yet delinquent or (iii) the
non-payment of which, if taken in the aggregate, would not be reasonably likely to result in a Material Adverse Effect. 
  
 SECTION 5.05. Insurance. The Borrower will, and will cause each of the Restricted Subsidiaries to maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations or, to the customary extent, self-insurance.

  
 SECTION 5.06. Inspection Rights. The Borrower will, and
will cause each of the Subsidiaries to, permit any representatives designated by the Payment Agent or any Lender, upon reasonable prior notice and subject to restrictions imposed by any Governmental Authority and customer confidentiality agreements,
and during normal business hours, to visit and inspect its major properties and to examine its books and records, all at such reasonable times and as often as reasonably requested, provided that the exercise of rights under this Section shall not
unreasonably interfere with the business of the Borrower and its Subsidiaries. 
  
 SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each of the Restricted Subsidiaries to, comply with all laws, rules, regulations and lawful orders of any Governmental Authority applicable
to it or its property, except 

  

 48 








 
where the failure to do so, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Effect. 
  
 SECTION 5.08. Incorporation by Reference. If and for so long as any
Capital Markets Agreement evidencing or governing Capital Markets Debt in respect of which the Borrower or any Person which is then a Guarantor is the primary obligor or a guarantor contains any covenant limiting Indebtedness of Subsidiaries (other
than any financial ratio covenant limiting consolidated Indebtedness of the Borrower and not limiting Indebtedness of Subsidiaries to a greater extent than Indebtedness of the Borrower), such covenant shall automatically be, and hereby is,
incorporated by reference into this Article V in its entirety as in effect from time to time, mutatis mutandis, with the same effect as if set forth in full herein (and subject to any applicable periods of grace or cure which are
applied thereto in the relevant Capital Markets Agreement), with the defined terms used therein, including defined terms used in other defined terms, having the meanings assigned to them in such Capital Markets Agreement, but with references in such
covenant or in the definitions employed therein to such Capital Markets Agreement being deemed references to this Agreement, references to the indebtedness under such Capital Markets Agreement being deemed references to the Obligations and
references to holders of such Capital Markets Debt being deemed references to the Lenders. As of the Effective Date, the only Capital Markets Agreement containing terms incorporated herein by this Section is the Indenture, dated as of October 15,
1994, between the Northrop Grumman Corporation (now known as Northrop Grumman Systems Corporation) and The Chase Manhattan Bank (National Association), as Trustee (to whom JPMCB is successor trustee). If any Capital Markets Agreement containing a
covenant incorporated herein by the preceding sentence shall terminate, or if no Capital Markets Debt shall be outstanding thereunder, then such covenant shall be deemed no longer to be incorporated herein (unless Capital Markets Debt shall again be
outstanding under such Capital Markets Agreement, in which case such covenant shall again be incorporated by reference herein). 
  
 ARTICLE VI 
  
 Negative Covenants 
  
 Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: 
  
 SECTION 6.01. Liens. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: 
  
 (a) Permitted Encumbrances; 
  

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 (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary
existing on the date hereof; 
  
 (c) any Lien
existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, whether or not any Indebtedness secured by such Liens is assumed by the Borrower or any Restricted
Subsidiary; 
  
 (d) Liens securing Indebtedness
of a Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary; 
  
 (e) Liens on assets existing at the time of acquisition of such assets by the Borrower or a Restricted Subsidiary, or Liens to secure the
payment of all or any part of the purchase price of assets upon the acquisition of such assets by the Borrower or a Restricted Subsidiary or to secure any Indebtedness incurred or guaranteed by the Borrower or a Restricted Subsidiary prior to, at
the time of, or within one year after the later of the acquisition, completion of construction (including any improvements on an existing asset) or commencement of full operation of such asset, which Indebtedness is incurred or guaranteed for the
purpose of financing all or any part of the purchase price thereof or construction or improvements thereon, and which Indebtedness may be in the form of obligations incurred in connection with industrial revenue bonds or similar financings and
letters of credit, bank guarantees, surety bonds or similar contingent liability instruments issued in connection therewith; provided, however, that in the case of any such acquisition, construction or improvement, the Lien shall not
apply to any asset theretofore owned by the Borrower or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made
is located; 
  
 (f) Liens created in favor of the
United States of America or any department or agency thereof or any other contracting party or customer in connection with advance or progress payments or similar forms of vendor financing or incentive arrangements; 
  
 (g) Liens arising by operation of law in favor of any lender
to the Borrower or any Restricted Subsidiary constituting a banker’s lien or right of offset in moneys of the Borrower or a Restricted Subsidiary deposited with such lender in the ordinary course of business; 
  
 (h) Liens on cash or certificates of deposit or other bank
obligations in an amount substantially equal in value (at the time such Liens are created) to, and securing, obligations in respect of letters of credit, bank guarantees, surety bonds or similar contingent liability instruments, incurred in the
ordinary course of business; 
  

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 (i) Liens securing the Obligations and Liens securing the Obligations and any other
Indebtedness of the Borrower and its Subsidiaries on an equal and ratable basis; 
  
 (j) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to
in the foregoing; provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal
or replacement shall be limited to all or part of the assets which were the subject of the Lien so extended, renewed or replaced (plus improvements and construction on such assets); and 
  
 (k) other Liens securing Indebtedness; provided that the aggregate principal amount of all
Indebtedness of the Borrower and the Subsidiaries that is secured by Liens permitted by this clause (k) shall not exceed at any time the greater of (i) 7.5% of Shareholders’ Equity as of the end of the most recently completed fiscal quarter and
(ii) $1,000,000,000. 
  
 SECTION 6.02. Fundamental Changes.
The Borrower will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless (i) the Borrower or another solvent corporation that is incorporated under the
laws of the United States, any state thereof or the District of Columbia is the surviving corporation of any such consolidation or merger or is the Person that acquires by conveyance or transfer the properties and assets of the Borrower
substantially as an entirety; (ii) if a Person other than the Borrower is the surviving corporation as described in clause (i) above or is the Person that acquires the property and assets of the Borrower substantially as an entirety, it shall
expressly assume the performance of every covenant of this Agreement on the part of the Borrower to be performed or observed; (iii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (iv) if
the Borrower is not the surviving corporation, the Borrower shall deliver to the Payment Agent a certificate of a Financial Officer and an opinion of its General Counsel, each stating that such transaction complies with this Section and that all
conditions precedent herein provided for relating to such transaction have been complied with. 
  
 SECTION 6.03. Consolidated Debt to Capitalization Ratio. The Borrower will not permit the ratio of (i) Consolidated Debt to (ii) the sum of Consolidated Debt and Shareholders’ Equity as of the last day of
any fiscal quarter to exceed 65.0%. 
  

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 ARTICLE VII 
  
 Events of Default 
  
 If any of the following events (“Events of Default”) shall occur: 
  
 (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of
any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 
  

(b) the Borrower shall fail to pay any interest on any Loan or any fee payable under this Agreement, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of 5 days; 
  
 (c) the Borrower shall fail to pay within 30 days after written request for payment by any Lender acting through the Payment Agent any
other amount (other than an amount referred to in clause (a) or (b) of this Article) payable under this Agreement; 
  
 (d) any representation or warranty made by the Borrower or any Guarantor in Article III of this Agreement or any certificate or writing
furnished pursuant to this Agreement shall prove to have been incorrect in any material respect when made and the facts and circumstances giving rise to such deficiency shall remain unremedied for 5 days after written notice thereof shall have been
given to the Borrower by the Payment Agent at the request of the Required Lenders; 
  
 (e) the Borrower shall fail to observe or perform any covenant or agreement contained in Section 1.06 or Article VI; 
  
 (f) the Borrower shall fail to perform any covenant or
agreement incorporated by reference by Section 5.08 within the period of grace or cure (if any) provided by the Capital Markets Agreement from which the applicable covenant or agreement is incorporated; 
  
 (g) any Loan Party shall fail to observe or perform any
covenant or agreement contained in this Agreement (other than those specified in clause (a), (b), (c), (e) or (f) of this Article), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Payment
Agent to the Borrower (which notice will be given at the request of the Required Lenders); 
  
 (h) Funded Debt in an aggregate principal amount which is in excess of $150,000,000 shall become due before its stated maturity by the
acceleration of the maturity thereof by reason of default, or Funded Debt in an aggregate principal amount which is in excess of $150,000,000 shall become due by its terms and shall not be paid and, in any case aforesaid in this clause (h),
corrective action satisfactory to the Required Lenders shall not be taken within 5 days after written notice of the situation shall have been given to the Borrower by the Payment Agent at the request of the Required Lenders); 
  
 (i) an involuntary case or other proceeding shall be
commenced against the Borrower or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to its debts under any Federal, state or foreign 

  

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bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and, such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days, or an order for relief shall be entered against the Borrower or any
Significant Subsidiary under any such bankruptcy laws as now or hereafter in effect; 
  
 (j) the Borrower or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any case or
other proceeding described in clause (i) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Significant Subsidiary or for a
substantial part of its assets, (iv) admit in writing its inability to pay its debts as they become due, (v) make a general assignment for the benefit of creditors or (vi) take any corporate action to authorize any of the foregoing; 
  
 (k) (i) a final judgment for the payment of money in excess
of $150,000,000, excluding (A) any amounts covered by insurance as to which the insurance company shall have acknowledged coverage so long as such insurance company is not a captive insurance subsidiary of the Borrower and (B) the amount of any
judgment against a Significant Subsidiary that exceeds the fair market value of the assets of such Significant Subsidiary (but only if neither the Borrower nor any other Significant Subsidiary is directly or contingently liable therefor), shall have
been entered against the Borrower or any Significant Subsidiary and (ii) the Borrower or such Significant Subsidiary shall not satisfy the same within 60 days, or cause execution thereon to be stayed within 60 days, and such failure to satisfy or
stay such judgment shall remain unremedied for 5 days after notice thereof shall be given to the Borrower by the Payment Agent at the request of the Required Lenders; 
  
 (l) (i) the termination of, or the imposition of liability (other than for premiums under Section 4007 of
ERISA) under Title IV of ERISA in respect of, or the appointment of a trustee under Title IV of ERISA to administer, any Plan or Plans having aggregate Unfunded Liabilities in excess of $150,000,000 or (ii) the imposition of withdrawal liability to
a Multiemployer Plan involving a current payment obligation in excess of $150,000,000, which, in either case, results in an immediately due legal liability in excess of $150,000,000 which has not been satisfied within 60 days and such failure to
satisfy is unremedied for 5 days after notice thereof shall have been given to the Borrower by the Payment Agent at the request of the Required Lenders; 
  
 (m) the guarantee of any Guarantor under Article IX shall not be (or shall be asserted by any Loan Party not to be) valid or in full force
and effect except in connection with a termination of such guarantee in accordance with Section 9.02 or Section 10.13; or 
  

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 (n) a Change in Control shall occur; 
  
 then, and in every such event (other than an event with respect to the Borrower described in
clause (i) or (j) of this Article), and at any time thereafter during the continuance of such event, the Payment Agent shall, if requested by the Required Lenders, by notice to the Borrower, take either or both of the following actions, at the same
or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (i) or
(j) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Nothing in this Agreement shall constitute a waiver of any rights or remedies the Lenders may otherwise have,
including setoff rights. 
  
 ARTICLE VIII 
  
 The Payment Agent 
  
 Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints
the Payment Agent as its agent and authorizes the Payment Agent to take such actions on its behalf and to exercise such powers as are delegated to the Payment Agent by the terms hereof, together with such actions and powers as are reasonably
incidental thereto. 
  
 The bank serving as the Payment 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 Payment Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Payment Agent hereunder. 
  
 The Payment Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a)
the Payment Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Payment Agent shall not have 

  

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any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the
Payment Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set
forth herein, the Payment Agent shall not 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 Subsidiaries that is communicated to or obtained by the bank serving as
the Payment Agent or any of its Affiliates in any capacity. The Payment Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or wilful misconduct. The Payment Agent shall be deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Payment Agent by the Borrower or a Lender, and the Payment 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, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Payment Agent. 
  
 The
Payment 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 believed by it to be genuine and to have been signed or
sent by the proper Person. The Payment Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Payment 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. 
  
 The Payment Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents appointed by the Payment Agent. The Payment Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Payment 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 the Payment Agent. 
  
 Subject to the appointment and acceptance of a successor Payment Agent as provided in this paragraph, the Payment Agent may resign at any time by
notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If 

  

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no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Payment Agent
gives notice of its resignation, then the retiring Payment Agent may (in consultation with, and (unless an Event of Default of the types described in paragraph (i) or (j) of Article VII has occurred and is continuing with respect to the Borrower)
with the consent of the Borrower, which consent may not be unreasonably withheld), on behalf of the Lenders and the Issuing Banks, appoint a successor Payment Agent which shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Payment Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Payment Agent, and the retiring Payment
Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Payment Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.
After the Payment Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Payment 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 it was acting as Payment Agent. 
  
 Each Lender acknowledges that it has, independently and without reliance upon the Payment Agent or any other Lender 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 Payment Agent or any other Lender 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 related agreement or any document furnished hereunder or thereunder. 
  
 It is agreed that the Administrative Agents, Syndication Agent, Documentation
Agents, Co-Documentation Agents, Lead Arranger and Sole Bookrunner shall, in their capacities as such, have no duties or responsibilities under this Agreement or liability in connection with this Agreement. None of the Administrative Agents,
Syndication Agent, Documentation Agents, Co-Documentation Agents, Lead Arranger and Sole Bookrunner, in their capacities as such, has or is deemed to have any fiduciary relationship with any Lender. 
  
 ARTICLE IX 
  
 Guarantee 
  
 SECTION 9.01. Guarantee. In order to induce the Lenders to extend credit to the Borrower hereunder, each Guarantor hereby irrevocably and
unconditionally guarantees the due and punctual payment of the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain
bound upon its guarantee 

  

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hereunder notwithstanding any such extension or renewal of any Obligation. This guarantee is subject to release in the manner described in Section 9.02.

  
 Each Guarantor waives presentment to, demand of payment from
and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Lender
to assert any claim or demand or to enforce any right or remedy against the Borrower under the provisions of this Agreement or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification
of, or release from, the Obligations or any of the terms or provisions of this Agreement; (d) the failure or delay of any Lender to exercise any right or remedy against any other guarantor of the Obligations; (e) the failure of any Lender to assert
any claim or demand or to enforce any remedy under this Agreement or any other agreement or instrument; (f) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (g) any other act, omission or delay to do any
other act which may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to
subrogation. 
  
 Each Guarantor further agrees that its guarantee
hereunder constitutes a promise of payment when due, subject to applicable periods of grace (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge
thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender, the Payment Agent or any Issuing Bank to any balance of any deposit account or credit on the books of any Lender, the Payment Agent or any
Issuing Bank in favor of the Borrower or any Subsidiary or any other Person. 
  
 The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. 
  
 Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of the Borrower or otherwise. 
  
 In furtherance of the foregoing and not in limitation of any other right
which any Lender, the Payment Agent or any Issuing Bank may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Payment Agent, forthwith pay, or cause to be paid, to the Payment Agent, for distribution to the Lenders, the
Payment Agent or the Issuing Banks, as appropriate, in cash an amount equal the unpaid principal amount of such Obligation. 
  

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 Upon payment in full by a Guarantor of any Obligation of the Borrower, each Lender shall, in a reasonable
manner, assign to such Guarantor, as applicable, the amount of such Obligation owed to such Lender and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by such Guarantor or make such
disposition thereof as such Guarantor shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). Upon payment by a Guarantor of any sums as provided above, all rights of such Guarantor against the
Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the Borrower to the
Lenders. 
  
 SECTION 9.02. Release of Guarantee.
Notwithstanding anything in this Agreement to the contrary, in the event that at any time (a) a Guarantor has no Capital Markets Debt outstanding, and (b) no other Capital Markets Debt of the Borrower or any Significant Subsidiary is guaranteed or
is required to be guaranteed by such Guarantor, the guarantee of such Guarantor under this Article IX shall be automatically released (it being understood that such release may occur concurrently with any repayment of Capital Markets Debt or release
of a guarantee of other Capital Markets Debt that results in the conditions set forth in the preceding clauses (a) and (b) being satisfied). The Guarantors may also be released from the guarantee set forth in Section 9.01 in the manner described in
Section 10.13. Any release of a Guarantor pursuant to this Section 9.02 or Section 10.13 shall be irrevocable. The Payment Agent shall promptly confirm in writing any release of a Guarantor pursuant to this Section or Section 10.13 upon the request
of the Borrower. 
  
 ARTICLE X 
  
 Miscellaneous 
  
 SECTION 10.01. Notices. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by Telecopy, as follows: 
  
 (i) if to the Borrower, to it at Northrop Grumman Corporation, 1840 Century Park East, Los Angeles, CA 90067-2199, Attention of Assistant Treasurer (Telecopy No. (310) 201-3088); 
  
 (ii) if to the Payment Agent to JPMorgan Chase Bank, N.A.,
Loan and Agency Services Group, 1111 Fannin Street, 10th Floor, Houston, TX 77002, Attention of Loan Services
(Telecopy No. (713) 750 - 2938), with a copy to 

  

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JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, NY 10017, Attention of Richard Smith (Telecopy No. (212)270-5100); 
  
 (iii) if to the Swingline Lender, to it at JPMorgan Chase
Bank, N.A., Attention of Loan Services (Telecopy No. (713) 750 - 2938); and 
  
 (iv) if to any other Lender or Issuing Bank, to it at its address (or Telecopy number) set forth in its Administrative Questionnaire. 
  
 (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Payment Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Payment Agent and the applicable Lender. The Payment Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications. 
  
 (c) Any party hereto may change its address or
Telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt. 
  
 (d) Each Lender is responsible
for providing prompt notice to the Payment Agent of any changes to the information set forth in its Administrative Questionnaire. 
  
 SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the Payment Agent, any Issuing Bank or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Payment Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision
of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Payment Agent, any
Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. 
  
 (b) Except as set forth in paragraph (c) below, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower
and the Required Lenders or by the Borrower and the Payment Agent with the consent of the Required 

  

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Lenders or, with respect to any waiver, amendment or modification of Article IX hereof, by the Loan Parties and the Payment Agent with the consent of the
Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (vi) release the Guarantors from their
respective obligations under Article IX (other than as provided for in Section 9.02 or Section 10.13), without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or
duties of the Payment Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Payment Agent, such Issuing Bank or the Swingline Lender, as the case may be. 
  
 (c) In connection with any proposed amendment, modification, waiver or
termination (a “Proposed Change”) requiring the consent of all the Lenders, if the consent of Lenders representing the Required Lenders to such Proposed Change is obtained, but the consent of any other Lender is not obtained (any such
Lender whose consent is not obtained as described in this Section 10.02(c) being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as the Payment Agent is not a Non-Consenting Lender, at the
Borrower’s request, any assignee identified by the Borrower (with the consent of such assignee) that is acceptable to the Payment Agent (and that is not a Non-Consenting Lender) shall have the right, with the Payment Agent’s consent, to
purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Borrower’s request, sell and assign to such assignee, at no expense to such Non-Consenting Lender (including with respect to any processing
and recordation fees that may be applicable pursuant to Section 10.04(b)(ii)), all the Commitments and Revolving Credit Exposure of such Non-Consenting Lender for an amount equal to the principal balance of all Revolving Loans (and funded
participations in Swingline Loans and unreimbursed LC Disbursements) held by such Non-Consenting Lender and all accrued interest, accrued fees and other amounts with respect thereto through the date of sale (including amounts under Sections 2.15,
2.16 and 2.17), such purchase and sale to be consummated pursuant to an executed Assignment and Assumption in accordance with Section 10.04(b) (which Assignment and Assumption need not be signed by such Non-Consenting Lender). 
  
 SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the Payment 

  

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Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Payment Agent, in connection with (A) the primary
syndication of the credit facilities provided for herein through the Effective Date and (B) the preparation and administration of this Agreement and any amendments, modifications or waivers of the provisions hereof, in each case whether or not the
Transactions are consummated, (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
reasonable out-of-pocket expenses incurred by the Payment Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Payment Agent, any Issuing Bank or any Lender, in connection with the enforcement
or protection of its rights under or in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 
  
 (b) The Borrower shall indemnify the Payment Agent, each Issuing Bank and 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 (other than Excluded Taxes), including the reasonable and documented fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the arrangement and the syndication of the credit facilities provided for herein,
the execution and delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions, (ii) any Loan or Letter of
Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such
Letter of Credit), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto
and regardless of whether such matter is initiated by a third party or by the Borrower or any Affiliate thereof; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses shall have resulted from the gross negligence or wilful misconduct of such Indemnitee or its Affiliates, officers, directors, employees, advisors or agents. 
  
 (c) To the extent that the Borrower fails to pay any amount required to be
paid by it to the Payment Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Payment Agent, such Issuing Bank or the Swingline Lender, as the case may be, such
Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, shall have been incurred by or asserted against the Payment Agent, such Issuing Bank or the Swingline Lender in its capacity as such. 
  

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 (d) To the extent permitted by applicable law, the Borrower shall not assert, and 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 or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 
  
 (e) All amounts due under this Section shall be payable promptly after written demand therefor, together with reasonable detail and supporting
documentation. 
  
 SECTION 10.04. 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 (including any Affiliate of any Issuing Bank that issues any Letter of Credit),
except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section (and any attempted assignment or transfer not in compliance with the terms of this Section 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 (including any Affiliate of any Issuing Bank that issues any Letter of Credit)), Participants (but only to the extent expressly provided for in paragraph (c) of
this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Payment Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
  
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any
Lender may 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 Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to
be unreasonably withheld) of: 
  
 (A) the
Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, or, if an Event of Default has occurred and is continuing, any other assignee; provided
further, that the Borrower, in determining whether to give such consent, may reasonably consider, without limitation, the financial capability, the financial rating and location of a proposed assignee and any prior business relationships
between the Borrower and a proposed assignee, provided that such determination shall be made by the Borrower in good faith and after consideration of all relevant factors; and 
  
 (B) the Payment Agent; provided that no consent of the Payment Agent shall be required for an
assignment of a Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment. 
  

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 (ii) Each Assignment shall be subject to the following additional conditions: 
  
 (A) except in the case of an assignment to a Lender or an
Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Competitive Loans, the amount of the Commitment 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 Payment Agent) shall not be less than $10,000,000 unless each of the Borrower and the Payment Agent otherwise consent; provided that no such consent of the Borrower
shall be required if an Event of Default has occurred and is continuing; 
  
 (B) 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; provided that this clause shall not apply to
rights in respect of outstanding Competitive Loans; 
  
 (C) the parties to each assignment shall execute and deliver to the Payment Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; 
  
 (D) the assignee, if it is not already a Lender, shall deliver to the Payment Agent an Administrative
Questionnaire; and 
  
 (E) the assignee shall
have executed and delivered to the Payment Agent and to the Borrower a Confidentiality Agreement. 
  
 (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each
Assignment and Assumption the assignee thereunder shall be a party hereto 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, 2.16, 2.17 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 10.04 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 paragraph (c) of this Section. 
  
 (iv) The Payment Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption and Confidentiality Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of
the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from 

  

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time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Payment Agent,
the Issuing Banks 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, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
  
 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed
Administrative Questionnaire and (unless the assignee is already a Lender) a Confidentiality Agreement, the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Payment Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph. 
  
 (c) (i) Any Lender
may, without the consent of the Borrower, the Payment Agent, any Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it) in compliance with this Section 10.04; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B)
such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Payment Agent, the Issuing Banks and the other 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,
modification or waiver described in the first proviso to Section 10.02(b) that affects such Participant, and (D) such Lender shall not provide any information to the Participant concerning the Borrower and its Subsidiaries, the disclosure of which
would be prohibited by Section 10.11, unless the Participant has executed a Confidentiality Agreement and delivered a copy thereof to the Borrower and the Payment Agent and the Borrower has expressly consented to the delivery of confidential
information to such Participant. Subject to paragraph (c) (ii) of this Section, the Borrower agrees that each Lender shall be entitled to make a claim against the Borrower on behalf of any Participant to whom it has sold participations for the
benefits of Sections 2.15, 2.16 and 2.17. 
  
 (ii) A Participant
shall not be entitled to receive any greater payment under Section 2.15 or 2.17 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 

  

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Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 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 2.17(e) as though it were a Lender. 
  

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
  
 SECTION 10.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Payment Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 10.03 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the Transactions, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. 
  
 SECTION 10.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Payment Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Payment Agent and when the Payment Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a
signature page of this Agreement by Telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 
  
 SECTION 10.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be 

  

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ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
  
 SECTION 10.08. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by
the law of the State of New York. 
  
 (b) Each of the parties to
this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right of any party to bring any
action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction. 
  
 (c) Each of the parties to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
  
 (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section
10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
  
 SECTION 10.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES 

  

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THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION. 
  
 SECTION 10.10. Headings. Article and Section
headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
  
 SECTION 10.11. Confidentiality. Each of the Payment Agent, the Issuing
Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal
counsel and other advisors (collectively, the “Representatives”) (it being understood that any Representative to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential in accordance with the terms of this Section), (b) to the extent requested by any regulatory or self-regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to a Confidentiality
Agreement executed in favor of the Borrower, 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) designated by the Loan Parties to any swap or derivative transaction relating to the Borrower and its obligations, provided such actual or prospective assignee, Participant or counterparty first executes and delivers to the Borrower
a Confidentiality Agreement, (g) with the written consent of the Borrower acting through a Financial Officer or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes
available to the Payment Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower, provided that the Payment Agent, the applicable Lender or the applicable Issuing Bank shall, in connection with
any disclosure pursuant to clause (b) or (c) above (other than disclosure made in the course of a bank examination), give to the Borrower any notice that it is not prohibited from providing of the requirement of such disclosure. Each of the Payment
Agent, the Issuing Banks and the Lenders agrees that it shall be responsible for any breach of this Section that results from the actions or omissions of its Representatives. For the purposes of this Section. “Information” means all
information received from the Borrower relating to the Borrower, its Subsidiaries or their respective businesses, other than any such information that is available to the Payment Agent, any Issuing Bank or any Lender on a nonconfidential basis prior
to disclosure by the Borrower. 
  
 SECTION 10.12. Interest Rate
Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the 

  

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“Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender. 
  
 SECTION 10.13. Release of Guarantees. In the event of a disposition of all the capital stock in a Guarantor to a
Person other than the Borrower or a Subsidiary in a transaction not prohibited by any covenant contained in this Agreement, the Payment Agent is hereby directed and authorized to take such action and to execute such documents as the Borrower may
reasonably request, at the Borrower’s sole expense, to evidence or effect the release of any guarantee by such Guarantor under this Agreement. 
  
 SECTION 10.14. Conversion of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant
jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given. 
  

(b) The obligations of the Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the
“Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”),
be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the
relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as
a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrower contained in this Section 10.14 shall survive the termination of this Agreement and the payment of
all other amounts owing hereunder. 
  
 SECTION 10.15. USA
Patriot Act Notice. Each Lender and the Payment Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the
Payment Agent, as applicable, to identify the Borrower in accordance with the Act. 
  

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

			
	NORTHROP GRUMMAN CORPORATION, as Borrower,
		
	by	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	NORTHROP GRUMMAN SYSTEMS CORPORATION, as Guarantor,
		
	by	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP., as Guarantor,
		
	by	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	JPMORGAN CHASE BANK, N.A., individually and as Payment Agent,
		
	by	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 69 








 LENDER SIGNATURE PAGE 
 TO THE NORTHROP GRUMMAN 
 CORPORATION CREDIT AGREEMENT 
  

					
	Name of Institution: 	 	 
			
	 	 	by	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
			
	 	 	by	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

 70