Exhibit 10.1


Execution Version 


SECOND AMENDMENT TO CREDIT AGREEMENT


          THIS SECOND AMENDMENT TO CREDIT AGREEMENT,
dated as of the 15th day of November, 2010 (this “Second Amendment”), is
entered into among The Valspar Corporation, a Delaware corporation (the “Company”),
the Borrowing Subsidiaries party hereto, the lenders party hereto designated as
“Continuing Lenders” on its signature page, (the “Continuing Lenders”),
the lenders party hereto designated as “Exiting Lenders” on its
signature page, (the “Exiting Lenders”), the lenders party hereto
designated as “New Lenders” on its signature page (the “New Lenders” and
collectively with the Continuing Lenders, the “Lenders”), and Wells
Fargo Bank, National Association, as administrative agent for the Lenders (the
“Administrative Agent”). 


RECITALS


          A.          The
Company, the Borrowing Subsidiaries party thereto, the lenders party thereto
and the Administrative Agent are parties to that certain Three-Year Credit
Agreement dated as of June 30, 2009 (as amended by the First Amendment to
Credit Agreement dated as of August 17, 2009 and as further amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms used herein without definition shall have the meanings given
to them in the Credit Agreement as they may be amended pursuant to this Second
Amendment. 


          B.          The
Company, the Administrative Agent and the Lenders have agreed to make certain
amendments to the Credit Agreement on the terms and conditions set forth
herein. 


STATEMENT OF AGREEMENT


          NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows: 


ARTICLE I


AMENDMENTS TO CREDIT AGREEMENT


          1.1          Amendments
to Section 1.01 Consisting of New Definitions. The following definitions
are hereby added to Section 1.01 of the Credit Agreement in appropriate
alphabetical order: 


	
  

 	
  

 	
  

 
	
  

 	
               “‘Fronting
 Exposure’ shall mean, at any time there is a Defaulting Lender or
 Downgraded Lender, with respect to any Issuing Bank, such Defaulting Lender’s
 or Downgraded Lender’s LC Exposure with respect to Letters of Credit issued
 by such Issuing Bank other than LC Exposure as to which such Lender’s
 participation obligation has been reallocated to other Lenders or cash
 collateralized in accordance with the terms hereof. 

 	
  

 













	
  

 	
  

 	
  

 
	
  

 	
               “‘Nonconsenting Lender’ means any Lender who has not consented
 to a consent, waiver or amendment to any Loan Document requested by the
 Company or the Administrative Agent and such consent, waiver or amendment
 either (i) requires the approval of the Required Lenders under Section
 9.02(b) and is otherwise approved by the Required Lenders or (ii) requires
 the approval of each Lender or each Lender affected thereby under Section
 9.02(b) and is otherwise approved by the Required Lenders.” 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
               “‘Second Amendment’ shall mean the Second Amendment to Credit
 Agreement, dated as of November 15, 2010, among the Company, the Lenders
 party thereto, and the Administrative Agent.” 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
               “‘Second Amendment Effective Date’ has the meaning given to
 such term in Article III to the Second Amendment.” 

 	
  

 


          1.2          Amendments
to Section 1.01 Consisting of Modifications to Existing Definitions. The
following definitions in Section 1.01 of the Credit Agreement are hereby
amended in their entirety as follows: 


	
  

 	
  

 	
  

 
	
  

 	
               “‘Fee Letter” means (i) the amended and restated letter agreement
 from Wells Fargo and Wells Fargo Securities, LLC to the Company dated as of
 October 13, 2010 and (ii) the letter agreement from Bank of America, N.A. and
 Banc of America Securities LLC to the Company dated June 5, 2009, each
 relating to certain fees payable by the Company in respect of the
 transactions contemplated by this Agreement and the other Loan Documents, as
 amended, modified, restated or supplemented from time to time. 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
               “‘Maturity Date’ means December 31, 2014.” 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
               “‘Revolving Commitment” means, with respect to each Lender,
 the commitment of such Lender set forth on Schedule 2.1 to the Second
 Amendment (or in the Assignment and Assumption pursuant to which such Lender
 shall have assumed its Revolving Commitment) to make Revolving Loans pursuant
 to Section 2.01(a), as such commitment may be (a) reduced from time to time
 pursuant to Section 2.08, (b) increased from time to time pursuant to Section
 2.23 and (c) reduced or increased from time to time pursuant to assignments
 by or to such Lender pursuant to Section 9.04. The aggregate amount of the
 Revolving Commitments on the Second Amendment Effective Date is
 US$550,000,000.” 

 	
  

 


          1.3          Amendments
to Section 1.01 Consisting of Deletions of Existing Definitions. The
definition of the term “Percentage” in Section 1.01 of the Credit Agreement is
hereby deleted in its entirety. 


          1.4          Amendments
to Pricing Grid. Section 1.01 of the Credit Agreement is hereby further
amended by deleting the chart contained in the definition of “Applicable Rate”
and substituting the following therefor: 


2









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Index Debt
 Ratings:

 	
  

 	
  

 	
 Eurocurrency

 Spread



 	
  

 	
 ABR

 Spread



 	
  

 	
 Facility

 Fee Rate



 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Category 1

 	
  

 	
 1.30

 	
 %

 	
  

 	
 0.30

 	
 %

 	
  

 	
 0.20

 	
 %

 	
  

 
	
 A-/A3 or
 higher

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Category 2

 	
  

 	
 1.50

 	
 %

 	
  

 	
 0.50

 	
 %

 	
  

 	
 0.25

 	
 %

 	
  

 
	
 BBB+/Baa1

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Category 3

 	
  

 	
 1.70

 	
 %

 	
  

 	
 0.70

 	
 %

 	
  

 	
 0.30

 	
 %

 	
  

 
	
 BBB/Baa2

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Category 4

 	
  

 	
 1.90

 	
 %

 	
  

 	
 0.90

 	
 %

 	
  

 	
 0.35

 	
 %

 	
  

 
	
 BBB-/Baa3

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Category 5

 	
  

 	
 2.05

 	
 %

 	
  

 	
 1.05

 	
 %

 	
  

 	
 0.45

 	
 %

 	
  

 
	
 lower than
 BBB-/Baa3

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 


          1.5          Amendments
to Section 2.18(b) (Replacement of Lenders). Section 2.18(b) of the Credit
Agreement is hereby amended in its entirety as follows: 


	
  

 	
  

 
	
  

 	
 “If (i) any Lender requests compensation under Section 2.14, (ii) any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section
2.16, (iii) any Lender is a Defaulting Lender or a Downgraded Lender or (iv)
any Lender is a Nonconsenting Lender, then the Company may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 9.04), all its
interests, rights and obligations under the Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if
a Lender accepts such assignment); provided that (i) the Company shall have
received the prior written consent of the Administrative 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 Revolving
Loans and participations in LC Disbursements, 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 Company (in the case of all other amounts), (iii) in the case of any
such assignment resulting from a claim for compensation under Section 2.14 or
payments required to be made pursuant to Section 2.16, such assignment will
result in a reduction in such compensation or payments and (iv) in the case
of any Nonconsenting Lender, each assignee shall consent, at the time of such
assignment, to each matter in respect of which such Lender was a
Nonconsenting Lender. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.”  

 



3






          1.6           Amendments
to Section 2.22 (Defaulting Lenders, Downgraded Lenders). Section 2.22 of
the Credit Agreement is hereby amended by deleting the existing clauses (b) and
(c) and substituting the text below as new clauses (b), (c), (d) and (e), and
redesignating the existing clause (d) as clause (f): 


	
  

 	
  

 	
  

 
	
  

 	
 “(b)        the Revolving
Commitment and the Credit Exposure of any Defaulting Lender shall not be
included in determining whether all Lenders or the Required Lenders have
taken or may take any action hereunder (including any consent to any
amendment or waiver pursuant to Section 9.02); provided that (i) the Revolving
Commitment of any Defaulting Lender may not be increased or extended without
the consent of such Lender and (ii) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender which affects
such Defaulting Lender differently than other affected Lenders shall require
the consent of such Defaulting Lender; 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)          all or
 any part of such Defaulting Lender’s LC Exposure shall automatically be
 reallocated among the non-Defaulting Lenders in accordance with their
 respective Applicable Percentages (calculated without regard to such
 Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the
 conditions set forth in Section 4.02(b) are satisfied at such time (and,
 unless the Company shall have otherwise notified the Administrative Agent at
 the time, the Company shall be deemed to have represented and warranted that
 such conditions are satisfied at such time), and (y) such reallocation does
 not cause the aggregate Credit Exposure of any non-Defaulting Lender to
 exceed its Revolving Commitment;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)          if the
 reallocation described in clause (c) above cannot, or can only partially, be
 effected, the Company shall, without prejudice to any right or remedy
 available to it hereunder or under law, within 3 Business Days following
 notice by the Administrative Agent, cash collateralize such Defaulting
 Lender’s LC Exposure (after giving effect to any partial reallocation
 pursuant to clause (c) above) in accordance with the procedures set forth in
 Section 2.05(j) for so long as such LC Exposure is outstanding;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)          so
 long as any Lender is a Defaulting Lender or a Downgraded Lender, no Issuing
 Bank shall be required to issue, extend, create, incur, amend or increase any
 Letter of Credit unless such Issuing Bank has entered into satisfactory
 arrangements with the Company or such Lender to eliminate such Issuing Bank’s
 Fronting Exposure; and”

 


          1.7           Amendments
to Section 2.23 (Increase in Revolving Commitments). Section 2.23(a) of the
Credit Agreement is hereby amended in its entirety as follows:  


	
  

 	
  

 
	
  

 	
 “(a)         From time
 to time on and after the Second Amendment Effective Date and prior to the
 date of termination of the Revolving Commitments but not more than 2 times
 during any 12-month period, the Company may, upon at least 30 days notice to
 the Administrative Agent (which shall promptly provide a copy of such notice
 to the Lenders), propose to increase the aggregate amount of the Revolving
 Commitments by an amount which (i) is not less than $10,000,000 or, if
 greater, an integral multiple of $1,000,000 in excess thereof, with respect
 to any such request and (ii) when aggregated with all prior and concurrent
 increases in the Revolving Commitments pursuant to this Section 2.23, is not
 in excess of $100,000,000, provided that at no time shall the 

 



4









	
  

 	
  

 
	
  

 	
 aggregate Revolving Commitments exceed $650,000,000. The Company may
 increase the aggregate amount of the Revolving Commitments by (x) having
 another lender or lenders (each, an “Additional Lender”) become party to this
 Agreement, (y) agreeing with any Lender (with the consent of such Lender in
 its sole discretion) to increase its Revolving Commitment hereunder (each, an
 “Increasing Lender”) or (z) a combination of the procedures described in
 clauses (x) and (y) of this sentence; provided that no Lender shall be
 obligated to increase its Revolving Commitment without its consent.” 

 
	
  

 	
  

 
	
           1.8          Amendments
to Section 5.01 (Information). Section 5.01(c) of the Credit Agreement in
hereby amended by replacing the phrase “Sections 5.03, 5.04, 5.06, 5.08,
5.11(d) and 5.21” in clause (i) thereof, and substituting therefor the phrase
“Sections 5.03 and 5.04”. 

 
	
  

 
	
           1.9          Amendments
to Section 5.05 (Restricted Payments). Section 5.05 of the Credit Agreement
is hereby amended in its entirety as follows: 

 
	
  

 
	
           “[Reserved]”

 
	
  

 
	
           1.10        Amendments
to Section 5.10 (Dissolution). Section 5.10 of the Credit Agreement is hereby
amended in its entirety as follows: 

 
	
  

 	
  

 
	
  

 	
 “5.10     Dissolution.
None of the Company, any Subsidiary Guarantor or any other Borrower shall
suffer or permit dissolution or liquidation either in whole or in part or
redeem or retire any of its Equity Interests or that of any Subsidiary that
is a Borrower or Subsidiary Guarantor, except (i) through a corporate
reorganization permitted by Section 5.11 or (ii) Restricted Payments so long
as no Default has occurred and is continuing or would result therefrom.” 

 
	
  

 	
  

 
	
           1.11        Amendments
 to Section 5.11(Consolidations, Mergers and Sales of Assets). Section
 5.11 of the Credit Agreement is hereby amended by deleting clause (d) in its
 entirety and substituting therefor the following new clause (d):

 
	
  

 	
  

 
	
  

 	
 “(d) the foregoing limitation on the sale, lease or other transfer of
 assets and on the discontinuation or elimination of a business line or
 segment shall not apply unless the aggregate assets to be so transferred or
 utilized in a business line or segment to be so discontinued (whether in one
 transaction or in a series of transactions) constitutes all or substantially
 all of the assets of the Company or such Material Subsidiary and”

 
	
  

 	
  

 
	
  

 	
 1.12       Global
 Amendments.

 
	
  

 	
  

 
	
            (a)          The
 Credit Agreement is hereby amended by deleting all references to “Wachovia
 Capital Markets, LLC” in the Loan Documents and substituting therefor “Wells
 Fargo Securities, LLC.”

 
	
  

 	
  

 
	
            (b)          The
 Credit Agreement is hereby amended by deleting all references to “Three-Year
 Credit Agreement” in the Loan Documents and substituting therefor “Credit
 Agreement.”

 
	
  

 	
  

 
	
            (c)          The
 Credit Agreement is hereby amended by deleting all references to “Percentage”
 in the Loan Documents and substituting therefor “Applicable Percentage.”

 



5









	
  

 	
  

 
	
           1.13       Amendment
 to Exhibit E (Form of Compliance Certificate). Exhibit E (Form of
 Compliance Certificate) to the Credit Agreement is hereby amended in its
 entirety in the form attached to the Second Amendment.

 


ARTICLE II


ASSIGNMENTS AND ASSUMPTIONS


	
  

 	
  

 
	
           2.1          Each
 of the parties hereto acknowledges and agrees that (i) the Exiting Lenders
 desire to sell and assign their Revolving Commitments to the New Lenders and
 to certain of the Continuing Lenders and to be relieved of their obligations
 under the Credit Agreement, (ii) certain of the Continuing Lenders desire to
 purchase and assume portions of the Revolving Commitments of the Exiting
 Lenders and/or increase their existing Revolving Commitments and (iii) the
 New Lenders desire to purchase and assume portions of the Revolving
 Commitments of the Exiting Lenders and/or provide new Revolving Commitment
 and to become parties to the Credit Agreement. As an administrative convenience
 and to avoid the necessity that each Lender enter into separate Assignment
 and Assumptions, the parties hereto acknowledge and agree that effective as
 of the Second Amendment Effective Date, each Exiting Lender shall be deemed
 to have sold and assigned to the Continuing Lenders and the New Lenders its
 Revolving Commitment and Revolving Loans which are outstanding on the Second
 Amendment Effective Date and the New Lenders making Revolving Commitments and
 the Continuing Lenders increasing their Revolving Commitments shall be deemed
 to have purchased and assumed the Revolving Commitments and Revolving Loans
 of the Exiting Lenders, in each case in amounts such that the Revolving
 Commitments of the Lenders after giving effect thereto shall be as reflected
 on Schedule 2.1 attached hereto. 

 
	
  

 
	
           2.2          Effective
 on the Second Amendment Effective Date, (i) each New Lender shall be deemed
 to be a party to and a “Lender” under the Credit Agreement and shall be bound
 by all of the terms and provisions applicable to Lenders under the Credit
 Agreement, (ii) each New Lender shall deliver to the Administrative Agent
 cash in an amount equal to such New Lender’s Applicable Percentage of the
 aggregate Revolving Loans outstanding on the Second Amendment Effective Date,
 (iii) each Continuing Lender whose Applicable Percentage will increase as a
 result of the operation of Section 2.1 shall deliver to the Administrative
 Agent cash in an amount sufficient to provide for such Continuing Lender to
 hold its increased Applicable Percentage of the aggregate Revolving Loans
 outstanding on the Second Amendment Effective Date and (iv) the
 Administrative Agent shall distribute the cash delivered by the New Lenders
 pursuant to clause (ii) and by the Continuing Lenders pursuant to clause
 (iii) to the Exiting Lenders and any Continuing Lender whose Applicable
 Percentage decreases as a result of the Second Amendment, in each case in
 amounts sufficient to fully repay the principal amount of Revolving Loans
 owing to such Exiting Lenders as of the Second Amendment Effective Date. 

 
	
  

 
	
           2.3          Upon
 the Administrative Agent’s receipt of the interest and facility fees required
 to be paid by the Company on the Second Amendment Effective Date, the
 Administrative Agent shall distribute to each of the Continuing Lenders and
 Exiting Lenders their respective pro rata shares of such interest and
 facility fees based on their respective Applicable Percentages prior to
 giving effect to this Second Amendment. 

 



6









	
  

 	
  

 
	
           2.4          Each
 Exiting Lender hereby (i) warrants that it is the legal and beneficial owner
 of the interest being assigned by it pursuant to Section 2.1 free and clear
 of any adverse claim created by such Exiting Lender and that its Revolving
 Commitment, and the outstanding balances of its Revolving Loans, in each case
 without giving effect to assignments thereof which have not become effective,
 are as set forth on Schedule 2.4 attached hereto, and (ii) except as
 set forth in clause (i), makes no representation or warranty and assumes no
 responsibility with respect to any statements, warranties or representations
 made in or in connection with the Credit Agreement, or the execution,
 legality, validity, enforceability, genuineness, sufficiency or value of the
 Credit Agreement, any other Loan Document or any other instrument or document
 furnished pursuant thereto, or the financial condition of the Borrowers or
 any Subsidiary or the performance or observance by the Borrowers or any
 Subsidiary of any of its obligations under the Credit Agreement, any other
 Loan Document or any other instrument or document furnished pursuant thereto.
 

 
	
  

 	
  

 
	
           2.5          Each
 New Lender and Continuing Lender whose Revolving Commitment will increase as
 a result of the operation of Section 2.1 (i) represents and warrants that it
 is legally authorized to enter into this Amendment and to consummate the
 transactions contemplated by Section 2.1, (ii) confirms that it has received
 a copy of the Credit Agreement, together with copies of the most recent
 financial statements referred to in Section 3.04(a) thereof or delivered
 pursuant to Section 5.01 thereof and such other documents and information as
 it has deemed appropriate to make it owns credit analysis and decision to enter
 into this Amendment and the transactions contemplated by Section 2.1, (iii)
 will independently and without reliance upon the Administrative Agent, any of
 the Exiting Lenders or any other Lender and based on such documents and
 information as it shall deem appropriate at the time, continue to make its
 own credit decisions in taking or not taking action under the Credit
 Agreement, (iv) appoints and authorizes the Administrative Agent to take such
 action as agent on its behalf and to exercise such powers under the Credit
 Agreement as delegated to the Administrative Agent, by the terms thereof,
 together with such powers as are reasonably incidental thereto and (v) agrees
 that it will perform in accordance with their terms all the obligations which
 by the terms of the Credit Agreement are required to be performed by it as a
 Lender. 

 
	
  

 	
  

 
	
           2.6          Notwithstanding
 any to the contrary contained in the Credit Agreement, the parties
 acknowledge and agree that this Article II shall be deemed to satisfy all
 requirements set forth in Section 9.04 of the Credit Agreement for the
 assignment and assumption of the Revolving Commitments and related rights and
 obligations being sold and assigned pursuant hereto, including without
 limitation, the requirement that a separate Assignment and Assumption be
 entered into in connection with each such sale and assignment. 

 
	
  

 	
  

 
	
           2.7          Effective
 on the Second Amendment Effective Date, the participations in the Letters of
 Credit under the Credit Agreement shall be adjusted to give effect to any
 change in the Applicable Percentage of any Lender as a result of this Second
 Amendment. 

 
	
  

 	
  

 
	
           2.8          THE
 PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE EXITING LENDERS ARE ENTERING
 INTO THIS AMENDMENT SOLELY FOR THE PURPOSES OF THIS ARTICLE II AND SHALL NOT
 BE DEEMED TO BE BOUND BY ANY TERM OR PROVISION OF THIS AMENDMENT OTHER THAN
 THIS ARTICLE II. 

 



7






ARTICLE III


CONDITIONS OF EFFECTIVENESS


          This Second
Amendment shall become effective as of the date (such date being referred to as
the “Second Amendment Effective Date”) when, and only when, each of the
following conditions precedent shall have been satisfied: 


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


          (b)          The
Administrative Agent shall have received the favorable written opinion
(addressed to the Administrative Agent and the Lenders and dated the Second
Amendment Effective Date) of Lindquist & Vennum, PLLP, special counsel for
the Borrowers and the Subsidiary Guarantors, covering such other matters
relating to the Company, this Second Amendment, the other Loan Documents or the
transactions contemplated by this Amendment and the other Loan Documents as the
Administrative Agent or the Lenders shall reasonably request. The Company
hereby requests such counsel to deliver such opinion. 


          (c)          The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
authority of the Company to enter into this Amendment and any other legal
matters relating to the Company, this Amendment, the other Loan Documents or
the transactions contemplated by this Amendment and the other Loan Documents,
all in form and substance satisfactory to the Administrative Agent and its
counsel. 


          (d)          A
certificate of each Subsidiary Guarantor, signed on behalf of such Subsidiary
Guarantor, certifying to the continuing full force and effect, both immediately
before and after the Second Amendment Effective Date, of the Guarantee
Agreement. 


          (e)          The
representations and warranties set forth in Article 4 hereto and in the Credit
Agreement shall be true and correct on and as of the Second Amendment Effective
Date. 


          (f)          No
Default shall have occurred and be continuing both immediately before and after
the Second Amendment Effective Date. 


          (g)          The
Administrative Agent shall have received (i) all accrued and unpaid interest
and fees owing to the Exiting Lenders and Continuing Lenders as of the Second
Amendment Effective Date and (ii) all fees and other amounts due and payable on
or prior to the Second Amendment Effective Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses (including
fees, charges and disbursements of counsel) required to be reimbursed or paid
by any of the Borrowers under the Credit Agreement, under this Second Amendment
or under any other Loan Document. 


8






          (h)          The
Administrative Agent shall have received such documentation and information as
is reasonably requested by any Lender about the Borrowers and the Subsidiary
Guarantors in respect of applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation the USA PATRIOT
Act. 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


          The Company
(on behalf of itself and the Borrowing Subsidiaries) represents and warrants to
the Administrative Agent, the Issuing Banks and the Lenders that (i) the representations
and warranties contained in the Credit Agreement and the other Loan Documents
are true and correct in all material respects on and as of the Second Amendment
Effective Date, both immediately before and after giving effect to this Second
Amendment (except to the extent any such representation or warranty is
expressly stated to have been made as of a specific date, in which case such
representation or warranty shall be true and correct in all material respects
as of such date), (ii) this Second Amendment has been duly authorized, executed
and delivered by the Borrowers and constitutes the legal, valid and binding
obligation of the Company and the Borrowing Subsidiaries enforceable against
them in accordance with its terms, and (iii) no Default shall have occurred and
be continuing on the Second Amendment Effective Date, both immediately before
and after giving effect to this Second Amendment. 


ARTICLE V


ACKNOWLEDGEMENT AND CONFIRMATION OF THE
COMPANY


          The Company
hereby confirms and agrees, on behalf of itself and the Borrowing Subsidiaries,
that after giving effect to this Second Amendment, the Credit Agreement and the
other Loan Documents remain in full force and effect and enforceable against
each Borrower in accordance with their respective terms and shall not be
discharged, diminished, limited or otherwise affected in any respect, and the
amendments contained herein shall not, in any manner, be construed to
constitute payment of, or impair, limit, cancel or extinguish, or constitute a
novation in respect of, the Obligations of any Borrower evidenced by or arising
under the Credit Agreement and the other Loan Documents, which shall not in any
manner be impaired, limited, terminated, waived or released, but shall continue
in full force and effect. The Company represents and warrants to the Lenders on
behalf of itself and the Borrowing Subsidiaries that it has no knowledge of any
claims, counterclaims, offsets, or defenses to or with respect to its
obligations under the Loan Documents, or if any Borrower has any such claims,
counterclaims, offsets, or defenses to the Loan Documents or any transaction
related to the Loan Documents, the same are hereby waived, relinquished, and
released in consideration of the execution of this Second Amendment. This
acknowledgement and confirmation by the Company is made and delivered to induce
the Administrative Agent and the Lenders to enter into this Second Amendment,
and the Company acknowledges that the Administrative Agent and the Lenders
would not enter into this Second Amendment in the absence of the
acknowledgement and confirmation contained herein. 


9






ARTICLE VI


MISCELLANEOUS


          6.1     Governing
Law. This Second Amendment shall be governed by and construed and enforced
in accordance with the laws of the State of New York. 


          6.2     Full
Force and Effect. Except as expressly amended hereby, the Credit Agreement
shall continue in full force and effect in accordance with the provisions
thereof on the date hereof. As used in the Credit Agreement, “hereinafter,”
“hereto,” “hereof,” and words of similar import shall, unless the context
otherwise requires, mean the Credit Agreement after amendment by this Second
Amendment. Any reference to the Credit Agreement or any of the other Loan Documents
herein or in any such documents shall refer to the Credit Agreement and Loan
Documents as amended hereby. This Second Amendment is limited as specified and
shall not constitute or be deemed to constitute an amendment, modification or
waiver of any provision of the Credit Agreement except as expressly set forth
herein. This Second Amendment shall constitute a Loan Document under the terms
of the Credit Agreement. 


          6.3     Expenses.
The Company agrees on demand (i) to pay all reasonable fees and expenses of
counsel to the Administrative Agent, and (ii) to reimburse the Administrative
Agent for all reasonable out-of-pocket costs and expenses, in each case, in
connection with the preparation, negotiation, execution and delivery of this
Second Amendment and the other Loan Documents delivered in connection herewith.



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


          6.5     Successors
and Assigns. This Second Amendment shall be binding upon, inure to the benefit
of and be enforceable by the respective successors and permitted assigns of the
parties hereto. 


          6.6     Construction.
The headings of the various sections and subsections of this Second Amendment
have been inserted for convenience only and shall not in any way affect the
meaning or construction of any of the provisions hereof. 


          6.7     Counterparts.
This Second Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. Delivery of an executed counterpart of
a signature page of this Second Amendment by telecopy or by electronic mail in
a .pdf or similar file shall be effective as delivery of a manually executed
counterpart of this Second Amendment. A complete set of counterparts shall be
lodged with the Company and the Administrative Agent. 


10





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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE VALSPAR
 CORPORATION

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By 

 	
  

 
	
  

 	
  

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
 Name: Tyler
 Treat

 
	
  

 	
  

 	
  

 	
 Title:  
 Treasurer

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE VALSPAR
 (SWITZERLAND) HOLDING

 
	
  

 	
 CORPORATION
 AG, as a Borrowing Subsidiary

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ENGINEERED
 POLYMER SOLUTIONS, INC.,

 
	
  

 	
 as a
 Borrowing Subsidiary

 
	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 VALSPAR
 FINANCE CORPORATION,

 
	
  

 	
 as a
 Borrowing Subsidiary

 
	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 VALSPAR
 COATINGS FINANCE

 
	
  

 	
 CORPORATION,
 as a Borrowing Subsidiary

 
	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE VALSPAR
 (UK) HOLDING

 CORPORATION LTD., as a Borrowing Subsidiary

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  



 
	
  

 	
  

 	
  

 	
 Name: 

 
	
  

 	
  

 	
  

 	
 Title:  
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 VALSPAR
 CREDIT CORPORATION,

 as a Borrowing Subsidiary

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO
 BANK, NATIONAL

 ASSOCIATION, as Administrative Agent,

 an Issuing Bank, and a Continuing Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  



 
	
  

 	
  

 	
  Name:

 
	
  

 	
  

 	
  Title:
 

 
	
  

 	
  

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  [Lender], as [a Continuing Lender][a New Lender][an

 Exiting Lender]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
  



 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  



 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO
 BANK, NATIONAL

 ASSOCIATION, as Administrative Agent, as

 Issuing Bank and as a Continuing Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title: 

 
	
  

 	
  

 	
  

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BANK OF
 AMERICA, N.A., as a Continuing

 Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title: 

 
	
  

 	
  

 	
  

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF
 TOKYO-MITSUBISHI UFJ,

 LTD., as a Continuing Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title: 

 
	
  

 	
  

 	
  

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 DEUTSCHE BANK
 AG NEW YORK BRANCH,

 as a Continuing Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT






	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT







	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GOLDMAN
 SACHS BANK USA, as a Continuing
Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 



SIGNATURE PAGE TO

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PNC BANK,
 NATIONAL ASSOCIATION, as a
Continuing Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ING BANK
 N.V., DUBLIN BRANCH, as a New
Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LLOYDS TSB
 BANK PLC, as a New Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 



SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 AUSTRALIA
 AND NEW ZEALAND BANKING
GROUP LIMITED, as a New Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 COMERICA
 BANK, as a Continuing Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 HSBC BANK
 USA, N.A., as a New Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CHANG HWA
 COMMERCIAL BANK, LTD.,
LOS ANGELES BRANCH, as a Continuing Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

	
 Name:

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 COMMONWEALTH
 BANK OF AUSTRALIA, as
an Exiting Lender

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  



 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 


SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT






EXHIBIT E 


THE VALSPAR CORPORATION

COMPLIANCE CERTIFICATE


          Reference
is made to the Three-Year Credit Agreement dated as of June 30, 2009 (as
modified and supplemented and in effect from time to time, the “Credit
Agreement”) among The Valspar Corporation, the Borrowing Subsidiaries from time
to time party thereto, the Lenders party thereto, Wells Fargo Bank, National
Association, as Administrative Agent and an Issuing Bank, Wachovia Bank,
National Association, as an Issuing Bank and Bank of America, N.A., as
Syndication Agent. Capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement. 


          Pursuant
to Section 5.01[(a)/(b)] of the Credit Agreement,
[          ], the duly
authorized [Chief Financial Officer/Treasurer/Chief Accounting Officer] of The
Valspar Corporation, hereby certifies that the consolidated balance sheet of
the Company and its Consolidated Subsidiaries as of the end of the Fiscal
[Quarter/Year] ended [          ]
and the related statement of income, shareholders’ equity and statement of cash
flows furnished to each of the Lenders simultaneously herewith are fairly
presented, prepared in accordance with GAAP, applied on a basis consistent with
the most recent audited consolidated financial statements of the Company and
its Consolidated Subsidiaries (subject to normal year-end adjustments). 


          Pursuant
to Section 5.01(c) of the Credit Agreement,
[          ], the duly
authorized [Chief Financial Officer/Treasurer/Chief Accounting Officer] of The
Valspar Corporation, hereby (i) certifies to the Administrative Agent and the
Lenders that the information contained in the Compliance Check List attached
hereto is true, accurate and complete as of [     ],
and that no Default or Event of Default is in existence on and as of the date
hereof and (ii) restates and reaffirms that the representations and warranties
contained in Article III of the Credit Agreement are true on and as of the date
hereof as though restated on and as of this date. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE VALSPAR CORPORATION,

 
	
  

 	
  

 
	
  

 	
  

 	
 by

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Name:

 	
 [          ]

 
	
  

 	
  

 	
  

 	
 Title:

 	
 [Chief Financial

 
	
  

 	
  

 	
  

 	
  

 	
 Officer/Treasurer/Chief

 
	
  

 	
  

 	
  

 	
  

 	
 Accounting Officer]

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Date:

 	
  


 
	
  

 	
  

 	
  



 













	
  

 	
  

 	
  

 
	
  

 	
 COMPLIANCE
 CHECK LIST

 	
  

 
	
  

 	
 The
 Valspar Corporation

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  



 	
  

 
	
  

 	
  

 	
  

 


 [ ________________ }


	
  

 	
  

 
	
 1.

 	
 Subsidiaries (Section
 3.08) 

 
	
  

 	
  

 
	
  

 	
 The Company has no
 Subsidiaries except for those Subsidiaries listed on Schedule 3.08, or as
 described in the Compliance Certificate furnished pursuant to Section
 5.01(c), in each case which accurately sets forth each such Subsidiary’s
 complete name and jurisdiction of incorporation. 

 
	
  

 	
  

 
	
  

 	
 New Subsidiaries not
 listed on Schedule 3.08 or in a prior Compliance Certificate: 

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Domestic Subsidiaries

 	
 Name

 	
 Jurisdiction of
 Incorporation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Foreign Subsidiaries

 	
 Name

 	
 Jurisdiction of
 Incorporation

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Ratio of Consolidated Debt
 to Consolidated EBITDA (Section 5.03)

 
	
  

 	
  

 
	
  

 	
 The ratio of Consolidated
 Debt at any date to Consolidated EBITDA for the period of four consecutive
 Fiscal Quarters ended on or most recently prior to such date will not exceed
 3.50 to 1.00.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Consolidated Debt

 	
  

 	
  

 	
 Schedule - 2 

 	
 $

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Consolidated EBITDA

 	
  

 	
  

 	
 Schedule - 1 

 	
 $

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Actual Ratio of (a) to (b)

 	
  

 	
  

 	
  

 	
  

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Maximum Ratio for
 Applicable Period

 	
  

 	
  

 	
  

 	
  

 	
 3.50
 to 1.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Interest Coverage Ratio

 
	
  

 	
  

 
	
  

 	
 The ratio of Consolidated
 EBITDA for the period of four consecutive Fiscal Quarters ended on or most
 recently prior to any date of determination to Consolidated Interest Expense
 at such date will not be less than the ratio of 4.00 to 1.00.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Consolidated EBITDA

 	
  

 	
  

 	
 Schedule - 1 

 	
 $

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Consolidated Interest
 Expense

 	
  

 	
  

 	
 Schedule - 3 

 	
 $

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Actual Ratio of (a) to (b)

 	
  

 	
  

 	
  

 	
  

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Minimum Ratio for
 Applicable Period

 	
  

 	
  

 	
  

 	
  

 	
 4.00
 to 1.00

 









Schedule - 1


EBITDA


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (1)

 	
 Consolidated Net Income
 for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (2)

 	
 Additions to Consolidated
 Net Income, (to the extent taken into account in the calculation of
 Consolidated Net Income):

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Consolidated Interest
 Expense for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________ quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 Taxes on income of the
 Company and its Consolidated Subsidiaries for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________ quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 Sum of all depreciation
 expenses of the Company and its Consolidated Subsidiaries for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (D)

 	
 Amortization expenses of
 the Company and its Consolidated Subsidiaries for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________ quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (E)

 	
 Depletion expenses of the
 Company and its Consolidated Subsidiaries for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (F)

 	
 Extraordinary, unusual or
 non-recurring non-cash losses, including goodwill impairment or amortization
 expense and non-cash losses from the sale, exchange, transfer or other
 disposition of property of the Company or its Consolidated Subsidiaries and
 the related tax effects in accordance with GAAP for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (G)

 	
 Total Additions to Net Income
 (Sum of Lines 2(A) – 2(F))

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  



 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (3)

 	
 Net Income plus Additions
 (Sum of Line 1 and 2(G))

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (4)

 	
 Reductions from
 Consolidated Net Income (to the extent taken into account in the calculation
 of Consolidated Net Income).

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 The income of any Person
 (other than a wholly owned Subsidiary of the Company) in which any Person
 other than the Company or any of its Consolidated Subsidiaries has a joint
 interest or a partnership interest or other ownership interest, except to the
 extent of the amount of dividends or other distributions actually paid to the
 Company or any of its Consolidated Subsidiaries by such Person for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 Gains from the sale,
 exchange, transfer or other disposition of property or assets of the Company
 and its Consolidated Subsidiaries (other than inventory sold in the ordinary
 course of business) during such period, and related tax effects in accordance
 with GAAP for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________ quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 Any other extraordinary,
 unusual or non-recurring gains or other income not from the continuing
 operations of the Company and its Consolidated Subsidiaries during such
 period, and related tax effects in accordance with GAAP for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (D)

 	
 the income of any
 Subsidiary of the Company to the extent that the declaration or payment of
 dividends or similar distributions by that subsidiary of that income is not
 at the time permitted by operation of the terms of its charter or any
 agreement, instrument, judgment, decree, order, statute, rule or governmental
 regulation applicable to that subsidiary for:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________ quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ________
 quarter_____-_____

 	
  

 	
  

 	
  

 	
 $

 	
 __________

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (E)

 	
 Total Reductions from Net
 Income (Sum of Lines 4(A) – 4(D))

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (5)

 	
 Total Consolidated EBITDA (Difference
 between Line 3 and Line 4(E)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 _________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 










 Schedule - 2 


Consolidated Debt


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Borrowed Money or Bonds, Debentures, Notes or Similar Instruments



 	
  

 	
  

 	
  

 	
  

 	
 TOTAL


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Borrowed Money


 	
  

 	
  


 	
  


 	
  



 	
 $



 	
  



 	
  



 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Capital Leases

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Capital Leases



 	
  

 	
  

 	
  

 	
  



 	
 $



 	
  



 	
  



 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Reimbursement Obligations

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Reimbursement Obligations

 	
  

 	
  

 	
  

 	
  

 	
 $



 	
  



 	
  



 
	
  

 
	
 Guaranteed Obligations

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Guaranteed Obligations

 	
  

 	
  

 	
  

 	
  

 	
 $



 	
  



 	
  



 
	
  

 
	
 Securitization Debt

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Securitization Debt

 	
  

 	
  

 	
  

 	
  

 	
 $



 	
  



 	
  



 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Other Debt

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Other Debt

 	
  

 	
  

 	
  

 	
  

 	
 $



 	
  



 	
  



 
	
  

 
	
 Consolidated Debt



 	
  

 	
 $



 	
  



 	
  



 	
  

 	
  

 	
  



 









Schedule
- 3


Consolidated
Interest Expense


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Interest

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
 $

 	
  

 	
  

 
	
 Consolidated Interest
 Expense   $_______

 	
  

 	
  

 	
  

 	
  

 









Schedule 2.1


Revolving Commitments


	
  

 	
  

 
	
 Lender 



 	
 Revolving

Commitment 



 
	
 Wells Fargo Bank, National Association

 	
 $75,000,000

 
	
 Bank of America, N.A.

 	
 $75,000,000

 
	
 The Bank of Tokyo-Mitsubishi UFJ, Ltd.

 	
 $60,000,000

 
	
 Deutsche Bank AG New York Branch

 	
 $60,000,000

 
	
 U.S. Bank National Association

 	
 $60,000,000

 
	
 Goldman Sachs Bank USA

 	
 $45,000,000

 
	
 PNC Bank, National Association

 	
 $45,000,000

 
	
 ING Bank N.V., Dublin Branch

 	
 $30,000,000

 
	
 Lloyds TSB Bank plc

 	
 $30,000,000

 
	
 Australia and New Zealand Banking Group
 Limited

 	
 $20,000,000

 
	
 Comerica Bank

 	
 $20,000,000

 
	
 HSBC Bank USA, N.A.

 	
 $20,000,000

 
	
 Chang Hwa Commercial Bank, Ltd., Los
 Angeles Branch

 	
 $10,000,000

 
	
  

 	
  

 
	
 Total

 	
 $550,000,000.00

 









Schedule 2.4


Revolving Commitments and Revolving Loans of Exiting Lenders


	
  

 	
  

 	
  

 
	
 Exiting Lender 



 	
 Revolving

 Commitment



 	
 Outstanding

 Loans



 
	
  

 	
  

 	
  

 
	
 Commonwealth
 Bank of Australia

 	
 $30,000,000

 	
 $3,157,894.74

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Total

 	
 $30,000,000.00

 	
 $3,157,894.74