364-DAY REVOLVING CREDIT AGREEMENT



 Exhibit 10(x) 
 Nucor Corporation 
 2004 Form 10-K 
  
 Published CUSIP Nos. 67034VAA8 
 67034VAB6 
  
 364-DAY REVOLVING
CREDIT AGREEMENT 
  
 Dated as of October 1, 2004

  
 among 
  
 NUCOR CORPORATION, 
 as Borrower, 
  
 THE LENDERS NAMED HEREIN 
  
 AND 
  
 BANK OF AMERICA,
N.A., 
 as Administrative Agent 
  
 Arranged By: 
  
 BANC OF AMERICA SECURITIES LLC, 
 as Sole Lead Arranger and Sole Book-Manager

  









 TABLE OF CONTENTS 
  


							
	 ARTICLE I
	  	 
		
	 DEFINITIONS
	  	1
				
	 	 	1.1	  	Definitions	  	1
				
	 	 	1.2	  	Computation of Time Periods and Dollar Equivalents	  	14
				
	 	 	1.3	  	Accounting Terms	  	14
				
	 	 	1.4	  	Exchange Rates; Currency Equivalents	  	14
				
	 	 	1.5	  	Redenomination of Certain Available Foreign Currencies	  	14
				
	 	 	1.6	  	Times of Day	  	15
		
	 ARTICLE II
	  	 
		
	 CREDIT FACILITIES
	  	15
				
	 	 	2.1	  	Revolving Loans	  	15
				
	 	 	2.2	  	Competitive Loan Subfacility	  	17
		
	 ARTICLE III
	  	 
		
	 OTHER PROVISIONS RELATING TO CREDIT FACILITIES
	  	20
				
	 	 	3.1	  	Default Rate	  	20
				
	 	 	3.2	  	Extension and Conversion	  	20
				
	 	 	3.3	  	Prepayments	  	20
				
	 	 	3.4	  	Termination and Reduction of the Revolving Commitment	  	21
				
	 	 	3.5	  	Fees	  	21
				
	 	 	3.6	  	LIBOR Reserve Compensation	  	22
				
	 	 	3.7	  	Capital Adequacy	  	22
				
	 	 	3.8	  	Unavailability	  	23
				
	 	 	3.9	  	Illegality	  	23
				
	 	 	3.10	  	Requirements of Law	  	24
				
	 	 	3.11	  	Inability To Determine Interest Rate	  	25
				
	 	 	3.12	  	Replacement of Lenders	  	26
				
	 	 	3.13	  	Taxes	  	26
				
	 	 	3.14	  	Indemnity	  	28
				
	 	 	3 15	  	Pro Rata Treatment	  	29
				
	 	 	3.16	  	Sharing of Payments	  	30
				
	 	 	3.17	  	Payments, Computations, Etc	  	31

  

 i 









							
				
	 	 	3.18	 	Obligation of Lenders to Mitigate	  	32
				
	 	 	3.19	 	Evidence of Debt	  	33
		
	 ARTICLE IV
	  	 
		
	 CONDITIONS
	  	33
				
	 	 	4.1	 	Conditions to Closing	  	33
				
	 	 	4.2	 	Conditions to All Extensions of Credit	  	35
		
	 ARTICLE V
	  	 
		
	 REPRESENTATIONS AND WARRANTIES
	  	36
				
	 	 	5.1	 	Financial Condition	  	36
				
	 	 	5.2	 	Organization; Existence	  	36
				
	 	 	5.3	 	Power; Authorization; Enforceable Obligations	  	36
				
	 	 	5.4	 	Conflict	  	37
				
	 	 	5.5	 	No Material Litigation	  	37
				
	 	 	5.6	 	No Default	  	37
				
	 	 	5.7	 	Taxes	  	37
				
	 	 	5.8	 	ERISA	  	37
				
	 	 	5.9	 	Governmental Regulations, Etc	  	38
				
	 	 	5.10	 	Purpose of Extensions of Credit	  	38
				
	 	 	5.11	 	Compliance with Laws; Contractual Obligations	  	39
				
	 	 	5.12	 	Accuracy and Completeness of Information	  	39
				
	 	 	5.13	 	Environmental Matters	  	39
		
	 ARTICLE VI
	  	 
		
	 AFFIRMATIVE COVENANTS
	  	40
				
	 	 	6.1	 	Financial Statements	  	40
				
	 	 	6.2	 	Certificates; Other Information	  	41
				
	 	 	6.3	 	Notices	  	42
				
	 	 	6.4	 	Maintenance of Existence and Compliance with Law	  	42
				
	 	 	6.5	 	Maintenance of Property; Insurance	  	42
				
	 	 	6.6	 	Inspection of Property Books and Records; Discussions	  	43
				
	 	 	6.7	 	Consolidated Funded Debt to Total Capitalization Ratio	  	43
				
	 	 	6.8	 	Use of Proceeds	  	43
		
	 ARTICLE VII
	  	 
		
	 NEGATIVE COVENANTS
	  	43

  

 ii 









							
	 	 	7.1	 	Funded Debt of Subsidiaries	  	43
				
	 	 	7.2	 	Negative Pledge	  	43
				
	 	 	7.3	 	Consolidation, Merger and Sale of Assets	  	45
				
	 	 	7.4	 	Transactions with Affiliates	  	45
				
	 	 	7.5	 	Permitted Investments	  	45
				
	 	 	7.6	 	Limitation on Certain Restrictions	  	46
		
	 ARTICLE VIII
	  	 
			
	 	 	EVENTS OF DEFAULT	  	46
				
	 	 	8.1	 	Events of Default	  	46
				
	 	 	8.2	 	Acceleration; Remedies	  	48
		
	 ARTICLE IX
	  	 
			
	 	 	AGENCY PROVISIONS	  	48
				
	 	 	9.1	 	Appointment	  	48
				
	 	 	9.2	 	Delegation of Duties	  	49
				
	 	 	9.3	 	Exculpatory Provisions	  	49
				
	 	 	9.4	 	Reliance on Communications	  	49
				
	 	 	9.5	 	Notice of Default	  	50
				
	 	 	9.6	 	Non-Reliance on Administrative Agent and Other Lenders	  	50
				
	 	 	9.7	 	Indemnification	  	51
				
	 	 	9.8	 	Administrative Agent in its Individual Capacity	  	51
				
	 	 	9.9	 	Successor Administrative Agent	  	51
				
	 	 	9.10	 	Arrangers and Book Managers	  	52
		
	 ARTICLE X
	  	 
			
	 	 	MISCELLANEOUS	  	52
				
	 	 	10.1	 	Notices	  	52
				
	 	 	10.2	 	Right of Set-Off	  	52
				
	 	 	10.3	 	Benefit of Agreement	  	53
				
	 	 	10.4	 	No Waiver; Remedies Cumulative	  	55
				
	 	 	10.5	 	Expenses; Indemnification	  	55
				
	 	 	10.6	 	Amendments, Waivers and Consents	  	56
				
	 	 	10.7	 	Counterparts	  	57
				
	 	 	10.8	 	Headings	  	57
				
	 	 	10.9	 	Survival	  	57

  

 iii 









							
	 	 	10.10	 	Governing Law; Submission to Jurisdiction; Venue	  	57
				
	 	 	10.11	 	Confidentiality	  	58
				
	 	 	10.12	 	Severability	  	58
				
	 	 	10.13	 	Entirety	  	58
				
	 	 	10.14	 	Binding Effect; Termination	  	59
				
	 	 	10.15	 	Judgment Currency	  	59
				
	 	 	10.16	 	USA PATRIOT Act Notice	  	59

  

 iv 








  
 SCHEDULES 
  

			
	 Schedule 1.1(a)
	  	 Form of Account Designation Letter

	 Schedule 1.1(b)
	  	 Joint Ventures

	 Schedule 2.1(a)
	  	 Schedule of Lenders and Commitments

	 Schedule 2.1(b)(i)
	  	 Form of Notice of Borrowing

	 Schedule 2. 1(e)
	  	 Form of Revolving Note

	 Schedule 2. 2(b)-1
	  	 Form of Competitive Bid Request

	 Schedule 2.2(b)-2
	  	 Form of Notice of Receipt of Competitive Bid Request

	 Schedule 2.2(c)
	  	 Form of Competitive Bid

	 Schedule 2.2(e)
	  	 Form of Competitive Bid Accept/Reject Letter

	 Schedule 3.2
	  	 Form of Notice of Extension/Conversion

	 Schedule 3.17(b)
	  	 Place of Payments

	 Schedule 4.1(c)(v)
	  	 Secretary’s Certificate

	 Schedule 5.5
	  	 Description of Legal Proceedings

	 Schedule 5.7
	  	 Taxes

	 Schedule 5.13
	  	 Environmental Matters

	 Schedule 6.2(a)
	  	 Form of Officer’s Compliance Certificate

	 Schedule 7.1
	  	 Subsidiary Funded Debt

	 Schedule 7.2
	  	 Liens

	 Schedule 10.1
	  	 Notices

	 Schedule 10.3(b)
	  	 Form of Assignment and Acceptance


  

 v 








 364-DAY REVOLVING CREDIT AGREEMENT 
  
 THIS 364-DAY REVOLVING CREDIT AGREEMENT dated as of October 1, 2004 (the “Credit Agreement”), is by and among
NUCOR CORPORATION, a Delaware corporation (the “Borrower”), the lenders named herein and such other lenders as may become a party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative
Agent (in such capacity, the “Administrative Agent”). 
  
 W I T N E S S E T H 
  
 WHEREAS, the Borrower has
requested that the Lenders provide a $125 million revolving credit facility for the purposes hereinafter set forth; and 
  
 WHEREAS, the Lenders have agreed to make the requested credit facility available to the Borrower on the terms and conditions hereinafter set forth;

  
 NOW, THEREFORE, IN CONSIDERATION of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS 
  
 1.1 Definitions. As used in this Credit Agreement, the following terms shall have the meanings specified below unless the context otherwise requires: 
  
 “Account Designation Letter” means the Notice of Account Designation Letter dated the date hereof from the
Borrower to the Administrative Agent in substantially the form attached hereto as Schedule 1.1(a). 
  
 “Administrative Agent” shall have the meaning assigned to such term in the heading hereof, together with any successors or assigns.

  
 “Administrative Agent’s Fees” shall have
the meaning assigned to such term in Section 3.5(c). 
  
 “Affected Lender” means such term as defined in Section 3.9(a). 
  
 “Affiliate” means as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having
ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. 
  
 “Aggregate Revolving Committed Amount” means the aggregate amount of Revolving Commitments in effect from
time to time, being initially ONE HUNDRED AND TWENTY-FIVE MILLION DOLLARS ($125,000,000). 
  









 “Applicable Rate” means for any day, the rate per annum set forth below opposite the
applicable rating for the Borrower’s senior unsecured (non-credit enhanced) long term debt then in effect, it being understood that the Applicable Rate for (i) Base Rate Loans shall be the percentage set forth under the column “Base Rate
Margin”, (ii) LIBOR Loans shall be the percentage set forth under the column “LIBOR Margin”, (iii) the Facility Fee shall be the percentage set forth under the column “Facility Fee”; and (iv) the Utilization Fee shall be the
percentage set forth under the column “Utilization Fee”: 
  

															
	 Pricing
 Level

	  	 Rating
 (S&P/
 Moody’s)

	  	 Facility
 Fee

	 	 	 Base Rate
 Margin

	 	 	 LIBOR
 Margin

	 	 	 Utilization Fee
 (> 50% Usage)

	 
	I	  	AA-/Aa3 or
better	  	0.04	%	 	0.00	%	 	0.11	%	 	0.05	%
	II	  	A+/A1	  	0.05	%	 	0.00	%	 	0.15	%	 	0.05	%
	III	  	A/A2	  	0.07	%	 	0.00	%	 	0.18	%	 	0.075	%
	IV	  	A-/A3	  	0.08	%	 	0.00	%	 	0.32	%	 	0.075	%
	V	  	BBB+/Baa1
or lower	  	0.10	%	 	0.00	%	 	0.40	%	 	0.10	%

  
 The numerical classification set forth
under the column “Pricing Level” shall be established based on the better of ratings by S&P and Moody’s for the Borrower’s senior unsecured (non-credit enhanced) long term debt (the “Debt Rating”),
provided that such ratings are not more than one Pricing Level apart; and at the Pricing Level immediately above the lower of the ratings by S&P and Moody’s in the event the ratings are more than one Pricing Level apart. Initially,
the Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.1(j). Thereafter, the Applicable Rate shall be determined and adjusted quarterly on the date five (5) Business
Days after the end of each calendar quarter (each a “Rate Determination Date”) based on the Debt Rating in effect on the last day of the preceding calendar quarter and shall be effective until the next Rate Determination Date.
Adjustments in the Applicable Rate shall be effective as to all Loans, existing and prospective, from the date of adjustment. The Administrative Agent shall promptly notify the Lenders of changes in the Applicable Rate. 
  
 “Attributed Principal Amount” means (i) in the case of
Capital Leases, the amount of capital lease obligations determined in accordance with GAAP, (ii) in the case of Synthetic Leases, an amount determined by capitalization of the remaining lease payments thereunder as if it were a Capital Lease
determined in accordance with GAAP, and (iii) in the case of Securitization Transactions, the outstanding principal amount of such financing, after taking into account and making appropriate adjustments, determined by the Administrative Agent in its
reasonable judgment. 
  
 “Available Foreign
Currency” means (i) Euros, Canadian Dollars, British Pounds Sterling, Swiss Francs and Japanese Yen and (ii) any other freely available currency which is freely transferable and freely convertible into Dollars and in which dealings in
deposits are carried on in the London interbank market, which shall be requested by the Borrower and approved by each Lender. 
  

 2 








 “Average Outstanding Loans” means, for any Utilization Period, the sum of the aggregate
principal amount of Loans outstanding under this Credit Agreement as of the end of each day during such Utilization Period, divided by the number of days in such Utilization Period. 
  
 “Bank of America” means Bank of America, N.A. and its successors. 
  
 “Bank Secrecy Act” means 31 U.S.C. §§ 5311
et seq., as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder. 
  
 “Base Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to
the greater of (a) the Federal Funds Rate in effect on such day plus  1/2 of 1% or (b) the Prime Rate in
effect on such day. If for any reason the Administrative Agent shall have reasonably determined (which determination shall be conclusive absent manifest error) that it is unable after due inquiry to ascertain the Federal Funds Rate for any reason,
including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Base Rate shall be determined without regard to clause (a) of the first sentence of this definition until
the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds
Rate, respectively. 
  
 “Base Rate Loan”
means any Loan bearing interest at a rate determined by reference to the Base Rate. 
  
 “Borrower” means Nucor Corporation, a Delaware corporation, as referenced in the opening paragraph, its successors and permitted assigns. 
  
 “Business Day” means any day other than a Saturday, Sunday or legal holiday on which commercial banks are
open for business in Charlotte, North Carolina and New York, New York; except that when used in connection with a LIBOR Loan, such day shall also be a day on which dealings between banks are carried on in London, England in deposits of Dollars or
Available Foreign Currencies, as applicable. “Business Day” shall also exclude any day on which banks are closed for dealings when used in connection with Foreign Currency Loans. “Business Day” shall also exclude any day on which
banks are not open for foreign exchange dealings between banks in the exchange of the home country of such foreign currency. 
  
 “Capital Lease” means, as applied to any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee
which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person. 
  
 “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and
regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections. 
  
 “Commitment Period” means the period from and including the Effective Date to but not including the earlier
of (i) the Termination Date, and (ii) the date on which the Revolving Commitments terminate in accordance with the provisions of this Credit Agreement. 
  

 3 








 “Competitive Bid” means an offer by a Lender to make a Competitive Loan pursuant to the
terms of Section 2.2. 
  
 “Competitive Bid
Rate” means, as to any Competitive Bid made by a Lender in accordance with the provisions of Section 2.2. the fixed rate of interest offered by the Lender making the Competitive Bid. 
  
 “Competitive Bid Request” means a request by the Borrower
for Competitive Bids in accordance with the provisions of Section 2.2(b). 
  
 “Competitive Bid Request Fee” means such fee, if any, agreed upon by the Borrower and the Administrative Agent payable in connection with each Competitive Bid Request. 
  
 “Competitive Loan” means a loan made by a Lender in its
discretion pursuant to the provisions of Section 2.2. 
  
 “Competitive Loan Lenders” means, at any time, those Lenders which have Competitive Loans outstanding. 
  
 “Competitive Loan Maximum Amount” shall have the meaning assigned to such term in Section 2.2(a). 
  
 “Consolidated Funded Debt” means Funded Debt of the Borrower
and its subsidiaries on a consolidated basis in accordance with GAAP. 
  
 “Consolidated Funded Debt to Total Capitalization Ratio” means the ratio of Consolidated Funded Debt to Consolidated Total Capitalization. 
  
 “Consolidated Group” means the Borrower and its consolidated subsidiaries as determined in accordance with
GAAP. 
  
 “Consolidated Net Worth” means
shareholders’ equity or net worth of the Borrower and its subsidiaries on a consolidated basis determined in accordance with GAAP. 
  
 “Consolidated Total Capitalization” means the sum of Consolidated Funded Debt plus Consolidated Net Worth. 
  
 “Credit Documents” means a collective reference to this
Credit Agreement, the Notes, the Fee Letter and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto. 
  
 “Debt Rating” shall have the meaning assigned to such term in the definition of “Applicable
Rate”. 
  
 “Default” means any event, act or
condition which with notice or lapse of time, or both, would constitute an Event of Default. 
  
 “Default Rate” means when used with respect to Loans, an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per


  

 4 








 
annum; provided, however, that with respect to a LIBOR Loan, the Default Rate shall be an interest rate equal to the interest rate (including
any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable laws. 
  
 “Defaulting Lender” means, at any time, any Lender that, at such time, (i) has failed to make a Loan or fund a participation interest
required pursuant to the terms of this Credit Agreement, (ii) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of the Credit Agreement or any other of the Credit Documents, or (iii) has
been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar proceeding. 
  
 “Determination Date” means with respect to any Extension of Credit: 
  
 (a) in connection with the origination of any new Extension of Credit, the Business Day which is the
earliest of the date such credit is extended, the date the rate is set or the date the bid is accepted, as applicable; 
  
 (b) in connection with any extension or conversion or continuation of an existing Loan, the last Business Day of each month or the
Business Day which is the earlier of the date such advance is extended, converted or continued, and the date the rate is set, as applicable, in connection with any extension, conversion or continuation; or 
  
 (c) the date of any reduction of the Revolving Committed
Amount pursuant to the terms of Section 3.4; and 
  
 in addition to the
foregoing, an additional date each month to be determined by the Administrative Agent. For purposes of determining availability hereunder, the rate of exchange for Available Foreign Currency shall be the Spot Rate. 
  
 “Dollar Amount” means (a) with respect to Dollars or an
amount denominated in Dollars, such amount and (b) with respect to an amount of any Foreign Currency or an amount denominated in such Foreign Currency, the Dollar Equivalent of such amount on the applicable date contemplated in this Credit
Agreement. 
  
 “Dollar Equivalent” means, at any
time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the
basis of the Spot Rate (determined in respect of the most recent Revaluation Date and inclusive of all reasonable related costs of conversion, if any, that are actually incurred) for the purchase of Dollars with such Foreign Currency. 
  
 “Dollars” and “$” means dollars in lawful currency
of the United States of America. 
  
 “Effective
Date” means the date hereof. 
  
 “EMU”
means Economic and Monetary Union as contemplated in the Treaty on European Union. 
  

 5 








 “EMU Legislation” means legislative measures of the European Council (including without
limitation European Council regulations) for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of EMU. 

 
 “Environmental Laws” means any and all applicable
foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements or any Governmental Authority or other Requirement of Law regulating, relating to or imposing liability or standards of
conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement. 
  
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the
rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections. 
  
 “ERISA Affiliate” means an entity, whether or not incorporated, which is under common control with the
Borrower within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes the Borrower and which is treated as a single employer under Sections 414(b) or (c) of the Code. 
  
 “ERISA Event” means (i) with respect to any Single Employer
Plan or Multiple Employer Plan, the occurrence of a Reportable Event; (ii) the withdrawal by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer
(as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (iii) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
(iv) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition which could reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan; (vi) the complete or partial withdrawal of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a Multiemployer Plan or the receipt by the Borrower, any
Subsidiary or any ERISA Affiliate that a Multiemployer Plan is in reorganization; (vii) the conditions for imposition of a lien under Section 302(f) of ERISA exist with respect to any Plan; or (vii) the adoption of an amendment to any Plan requiring
the provision of security to such Plan pursuant to Section 307 of ERISA. 
  
 “Euro” means the single currency of Participating Member States of the European Union. 
  
 “Euro Unit” means the currency unit of the Euro. 
  

“Event of Default” means such term as defined in Section 8.1. 
  
 “Extension of Credit” means, as to any Lender, the making of a Loan by such Lender. 
  
 “Facility Fee” shall have the meaning assigned to such term
in Section 3.5. 
  

 6 








 “Fee Letter” means that certain letter agreement, dated as of September 22, 2004,
between the Administrative Agent, Banc of America Securities LLC and the Borrower, as amended, modified, supplemented or replaced from time to time. 
  
 “Fees” means all fees payable pursuant to Section 3.5. 
  
 “Federal Funds Rate” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to
the nearest whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day, provided that (A) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day and (B)
if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as reasonably determined by the Administrative
Agent. 
  
 “Foreign Currency” means Available
Foreign Currency. 
  
 “Foreign Currencies Committed
Amount” shall have the meaning assigned to such term in Section 2.1(a). 
  
 “Foreign Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Available Foreign Currency as determined by the
Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Available Foreign Currency with Dollars. 
  
 “Foreign Currency Loan” means any Loan denominated in an
Available Foreign Currency. 
  
 “Funded Debt”
means, with respect to any Person, without duplication, (i) all indebtedness for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (iii) all
obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) the Attributed Principal Amount of Capital Leases, Securitization Transactions and Synthetic
Leases, (v) all Funded Debt of any partnership or joint venture, but only to the extent (A) of recourse to such Person for payment thereof or (B) that, for purposes of Section 6.7 hereof, such Funded Debt of such partnership or joint venture
is consolidated, in accordance with GAAP, in the financial statements of the Consolidated Group, (vi) the maximum amount of standby letters of credit issued or bankers’ acceptance facilities created for the account of such Person, and (vii)
Support Obligations in respect of Funded Debt of another Person in connection with, related to or supporting Funded Debt or issued as performance-based letters of credit (other than trade letters of credit). 
  
 “GAAP” means generally accepted accounting principles in the
United States applied on a consistent basis and subject to the terms of Section 1.3 hereof. 
  

 7 








 “Government Acts” has the meaning set forth in Section 3.20. 
  
 “Governmental Authority” means any Federal, state, local or
foreign court or governmental agency, authority, commission, instrumentality or regulatory body. 
  
 “Interest Payment Date” means (a) as to any Base Rate Loan, the last day of each March, June, September and December, the date of
repayment of principal of such Loan and the later of (i) the Termination Date and (ii) if applicable, the extended repayment date set forth in Section 2.1(g) and (b) as to any LIBOR Loan or Competitive Loan, the last day of each Interest
Period for such Loan, the date of repayment of principal of such Loan and on the later of (i) the Termination Date and (ii) if applicable, the extended repayment date set forth in Section 2.1(g), and in addition where the applicable Interest
Period is more than three months, then also on the date three months from the beginning of the Interest Period, and each three months thereafter. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date
shall be deemed to be the next succeeding Business Day, except that in the case of LIBOR Loans where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day. 
  
 “Interest Period” means, (a) as to any LIBOR Loan, a period
of one, two, three or six month’s duration, as the Borrower may elect, commencing in each case, on the date of the borrowing (including conversions, extensions and renewals) and (b) as to any Competitive Loan, a period of not less than seven
nor more than 180 days’ duration, as the Borrower may request and the Competitive Lender may agree in accordance with the provisions of Section 2.2; provided, however, (i) if any Interest Period would end on a day which is
not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that in the case of LIBOR Loans where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding
Business Day), (ii) no Interest Period shall extend beyond the later of (x) the Termination Date and (y) if applicable, the extended repayment date set forth in Section 2. 1(g), and (iii) in the case of LIBOR Loans, where an Interest Period
begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last day of such calendar month. 
  
 “Investment” means all investments, in cash or by delivery
of property made, directly or indirectly in, to or from any Person, whether by acquisition of shares of capital stock or other equity interest, property, assets, indebtedness or other obligations or securities or by loan advance, capital
contribution or otherwise. 
  
 “Joint Ventures”
means (i) those entities listed on Schedule 1.1(b) and (ii) any other non-public Subsidiaries in which the Borrower, directly or indirectly, owns and controls less than 80% of the capital stock or other equity interest having ordinary voting
power to elect directors or other managers of such Subsidiary and where the remaining ownership and control of such Subsidiary is held by an independent entity with whom the Borrower, or one of its Subsidiaries, is engaged in a business venture.

  
 “Lenders” means each of the Persons
identified as a “Lender” on the signature pages hereto, and their successors and assigns. 
  

 8 








 “LIBOR Loan” means any Loan bearing interest at a rate determined by reference to the
LIBOR Rate. 
  
 “LIBOR Rate” means for any
Interest Period with respect to a LIBOR Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula: 
  

					
	LIBOR Rate    =    	  	LIBOR Base Rate	  	 
	  	1.00 – LIBOR Reserve Percentage	  	 

  
 Where, 
  
 “LIBOR Base
Rate” means, for any Interest Period with respect to a LIBOR Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source
providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “LIBOR Rate” for such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Loan being made, continued or converted by Bank of America and with a
term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period. 
  
 “LIBOR Reserve Percentage” means for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System (or other applicable
authority or any successor thereof), as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal
reserves) applicable with respect to eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of LIBOR Loans is determined), whether
or not Lender has any eurocurrency liabilities subject to such reserve requirement at that time. LIBOR Loans shall be deemed to constitute eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of
credits for proration, exceptions or offsets that may be available from time to time to a Lender. The LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage. 
  
 “Lien” means any mortgage, pledge, hypothecation,
assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any conditional sale or other title retention agreement, any financing or similar statement or
notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof). 
  

 9 








 “Loan” or “Loans” means the Revolving Loans and/or Competitive Loans,
as well as any term loan arising under Section 2.1(g). 
  
 “Material Adverse Effect” means a material adverse effect on the business, operations, property or financial condition of the Borrower and its Subsidiaries taken as a whole. 
  
 “Materials of Environmental Concern” shall mean any gasoline
or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials, or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation. 
  
 “Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities. 
  
 “Multiemployer Plan” means a Plan which is a multiemployer plan as defined in Sections 3(37) or 4001(a)(3)
of ERISA. 
  
 “Multiple Employer Plan” means a
Plan which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate and at least one employer other than the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate are contributing sponsors. 
  
 “Multi-Year Credit Agreement” means that Multi-Year
Revolving Credit Agreement dated as of October 4, 2002, as amended and modified, among the Borrower, the Lenders identified therein and Wachovia Bank, National Association, as Administrative Agent. 
  
 “National Currency Unit” means a fraction or multiple of one
Euro Unit expressed in units of the former national currency of a Participating Member State. 
  
 “Non-Excluded Taxes” means such term as is defined in Section 3.13. 
  
 “Note” or “Notes” means any Revolving Note. 
  
 “Notice of Borrowing” means a written notice of borrowing in substantially the form of Schedule
2.1(b)(i), as required by Section 2.1(b)(i). 
  
 “Notice of Extension/Conversion” means the written notice of extension or conversion in substantially the form of Schedule 3.2, as required by Section 3.2. 
  
 “Participating Member State” means each country so described
in any EMU Legislation. 
  
 “Participation
Interest” means the purchase by a Lender of a participation in Loans as provided in Section 3.16. 
  
 “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereof.

  
 “Person” means any individual, partnership,
joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated) or any Governmental Authority. 
  


 10 








 “Plan” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is
covered by ERISA and with respect to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” within the
meaning of Section 3(5) of ERISA. 
  
 “Prime
Rate” means the rate of interest per annum publicly announced from time to time by Bank of America as its prime rate in effect at its principal office in Charlotte, North Carolina, with each change in the Prime Rate being effective on the
date such change is publicly announced as effective (it being understood and agreed that the Prime Rate is a reference rate used by Bank of America in determining interest rates on certain loans and is not intended to be the lowest rate of interest
charged on any extension of credit by Bank of America to any debtor). 
  
 “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. 
  
 “Proposed Lender” means such term as defined in Section 3.12. 
  
 “Register” shall have the meaning given such term in Section 10.3(c). 
  
 “Regulation T, U or X” means Regulation T, U or X,
respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof. 
  
 “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the notice
requirement has been waived by regulation. 
  
 “Requesting
Lender” shall have the meaning assigned to such term in Section 3.12. 
  
 “Required Lenders” means, at any time, Lenders having more than fifty percent (50%) of the Revolving Commitment, or if the Revolving Commitments have been terminated, Lenders having more than fifty
percent (50%) of the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Loans outstanding (taking into account in each case Participation Interests or obligation to participate therein); provided that
the Revolving Commitment of, and outstanding principal Dollar Amount (determined as of the most recent Determination Date) of Loans (taking into account Participation Interests therein) owing to, a Defaulting Lender shall be excluded for purposes
hereof in making a determination of Required Lenders. 
  
 “Requirement of Law” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (whether statutory or common), treaty, rule or regulation
or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or to which any of its property is subject. 
  
 “Responsible Officer” means the Chief Executive Officer, President, Chief Financial Officer, the
Controller, any Vice President and the Treasurer of the Borrower. 
  
 “Revaluation Date” means each of the following: (a) each date of a making of a LIBOR Loan denominated in an Available Foreign Currency, (b) each date of a continuation of a LIBOR 

  

 11 








 
Loan denominated in an Available Foreign Currency; and (c) such additional dates as the Administrative Agent or the Required Lenders shall specify.

  
 “Revolving Commitment” means, with respect to
each Lender, the commitment of such Lender to make Revolving Loans in an aggregate principal Dollar Amount at any time outstanding of up to such Lender’s Revolving Committed Amount as specified in Schedule 2.1(a), as such amount may be
reduced from time to time in accordance with the provisions hereof. 
  
 “Revolving Commitment Percentage” means, for each Lender, a fraction (expressed as a decimal) the numerator of which is the Revolving Commitment of such Lender at such time and the denominator of which is the Aggregate
Revolving Committed Amount at such time. The initial Revolving Commitment Percentages are set out on Schedule 2.1 (a). 
  
 “Revolving Committed Amount” means, collectively, the aggregate amount of all of the Revolving Commitments and, individually, the amount
of each Lender’s Revolving Commitment as specified in Schedule 2.1(a). 
  
 “Revolving Loans” shall have the meaning assigned to such term in Section 2.1 (a). 
  
 “Revolving Note” or “Revolving Notes” means the promissory notes of the Borrower in favor of each of the Lenders
evidencing the Revolving Loans and Competitive Loans in substantially the form attached as Schedule 2.1 (e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or
replaced from time to time. 
  
 “S&P” means
Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities. 
  
 “Securitization Transaction” means any financing transaction or series of financing transactions pursuant
to which a member of the Consolidated Group may sell, convey or otherwise transfer, or grant a security interest in, accounts, payment receivables, rights to future lease payments or residuals or similar rights to payment (the
“securitization receivables”) to a special purpose subsidiary or affiliate (a “securitization subsidiary”) or any other Person. 
  
 “Single Employer Plan” means any Plan which is covered by Title IV of ERISA, but which is not a
Multiemployer Plan or a Multiple Employer Plan. 
  
 “Spot
Rate” means the rate quoted by Bank of America as the spot rate for the applicable currency for the purchase by Bank of America of such currency with another currency through its principal foreign exchange trading office at approximately
11:00 a.m., Charlotte, North Carolina time, on the date two Business Days prior to the date as of which the foreign exchange computation is made. 
  
 “Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or
other ownership interests having ordinary voting power to elect a majority of the directors or other managers of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time, 

  

 12 








 
any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) are at the time owned by such
Person directly or indirectly through Subsidiaries. Unless otherwise identified, “Subsidiary” or “Subsidiaries” shall mean Subsidiaries of the Borrower. 
  
 “Support Obligations” means, with respect to any Person, without duplication, any obligations of such
Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any indebtedness of any other Person in any manner, whether direct or indirect, and
including without limitation any obligation, whether or not contingent, (i) to purchase any such indebtedness or any Property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such
indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such indebtedness, or (iv) to otherwise assure or hold harmless the holder of
such indebtedness against loss in respect thereof. The amount of any Support Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount,
if larger) of the indebtedness in respect of which such Support Obligation is made. 
  
 “Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where the transaction is considered borrowed money
indebtedness for tax purposes, but is classified as a operating lease under GAAP. 
  
 “TARGET” means the Trans-European Automated Real-time Gross settlement Express Transfer system. 
  
 “TARGET Business Day” means a day when TARGET is scheduled to be open for business. 
  
 “Termination Date” means the date 364 days following the
Effective Date. 
  
 “Treaty on European Union”
means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came into force on November 1, 1993), as amended from time to time. 

 
 “Utilization Fee” shall have the meaning assigned to such
term in Section 3.5(d). 
  
 “Utilization
Period” means each calendar quarter, except that the initial Utilization Period shall commence on the Effective Date and the final Utilization Period shall end on the Termination Date. 
  

 13 








 1.2 Computation of Time Periods and Dollar Equivalents. 
  
 For purposes of computation of periods of time hereunder, the word
“from” means “from and including” and the words “to” and “until” each mean “to but excluding”. 
  
 References herein to minimum Dollar Amounts and integral multiples stated in Dollars, where they shall also be applicable to Foreign Currency, shall be
deemed to refer to approximate Foreign Currency Equivalents. 
  
 1.3 Accounting Terms. 
  
 Except as otherwise
expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance
with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent
with the most recent annual or quarterly financial statements delivered pursuant to Section 6.1 hereof (or, prior to the delivery of the first financial statements pursuant to Section 6.1 hereof, consistent with the annual audited
financial statements referenced in Section 5.1(a) hereof); provided, however, if (a) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change
in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis
consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made. 
  
 1.4 Exchange Rates; Currency Equivalents. 
  
 (a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Extensions
of Credit and amounts outstanding hereunder denominated in Available Foreign Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable
currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any
currency for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent. 
  
 (b) Wherever in this Credit Agreement in connection with an Extension of Credit, conversion, continuation or prepayment of a Loan, an amount, such as a
required minimum or multiple amount, is expressed in Dollars, but such Extension of Credit or Loan is denominated in an Available Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the
nearest 1,000 units of such Available Foreign Currency), as determined by the Administrative Agent. 
  
 1.5 Redenomination of Certain Available Foreign Currencies. 
  
 (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the
European Union that adopts the Euro as its lawful 

  

 14 








 
currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the
currency of any such member state, the basis of accrual of interest expressed in this Credit Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of
interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Extension of Credit in
the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Extension of Credit, at the end of the then current Interest Period. 
  
 (b) Each provision of this Credit Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to
the Euro. 
  
 1.6 Times of Day. Unless otherwise specified,
all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). 
  
 ARTICLE II 
  
 CREDIT FACILITIES 
  
 2.1 Revolving Loans.

  
 (a) Revolving Commitment. During the Commitment Period,
subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars and Available Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such
Lender’s Revolving Commitment Percentage of such Revolving Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent
Determination Date) of Loans outstanding at any time shall not exceed the Aggregate Revolving Committed Amount, (ii) with regard to each Lender individually, the aggregate principal Dollar Amount (determined as of the most recent Determination Date)
of such Lender’s Revolving Commitment Percentage of Revolving Loans outstanding at any time shall not exceed such Lender’s Revolving Committed Amount, and (iii) the aggregate principal Dollar Amount (determined as of the most recent
Determination Date) of Loans in Available Foreign Currencies shall not at any time exceed EIGHTY-FIVE MILLION DOLLARS ($85,000,000) (the “Foreign Currencies Committed Amount”). Revolving Loans may consist of Base Rate Loans
or LIBOR Loans, or a combination thereof, as the Borrower may request, and Revolving Loans denominated in Available Foreign Currencies shall consist solely of LIBOR Loans, and may be repaid and reborrowed in accordance with the provisions hereof.

  
 (b) Revolving Loan Borrowings. 
  
 (i) Notice of Borrowing. The Borrower shall request a
Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of the requested borrowing in the case of Base
Rate Loans denominated in 

  

 15 








 
Dollars, on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Loans denominated in Dollars, and on the fifth Business
Day prior to the date of the requested borrowing in the case of all Loans denominated in Available Foreign Currencies. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the
requested borrowing (which shall be a Business Day), (C) the currency and aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Base Rate Loans, LIBOR Loans or a combination thereof, and if LIBOR Loans are
requested, the Interest Period(s) therefor. If the Borrower shall fail to specify in any such Notice of Borrowing (I) an applicable Interest Period in the case of a LIBOR Loan, then such notice shall be deemed to be a request for an Interest Period
of one month, or (II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for a Base Rate Loan hereunder, in the case of Revolving Loans denominated in Dollars, or a LIBOR Loan in any other case. The Administrative
Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s share of any borrowing to be made pursuant thereto. 
  
 (ii) Minimum Amounts. Each Revolving Loan shall be in
a minimum aggregate principal Dollar Amount of $5,000,000, in the case of LIBOR Loans, or $1,000,000 (or the remaining Revolving Committed Amount, if less), in the case of Base Rate Loans, and integral multiples of $1,000,000 in excess thereof.

  
 (iii) Advances. Each Lender will make
its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the Borrower as specified in Section 3.17(b). or in such other manner as the Administrative Agent may specify in
writing, by 12:00 noon (Charlotte, North Carolina time or local time where the deposit is to be made in Available Foreign Currency) on the date specified in the applicable Notice of Borrowing in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account designated by the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like
funds as received by the Administrative Agent. 
  
 (c)
Repayment. The principal amount of all Revolving Loans shall be due and payable in full on the earlier of (i) the Termination Date and (ii) the date that the Loans are accelerated pursuant to Section 8.2. Additionally, Revolving Loan
payments may be due in part in accordance with Section 3.3(b). 
  
 (d) Interest. Subject to the provisions of Section 3.1: 
  
 (i) Base Rate Loans. During such periods as Revolving Loans shall comprise in whole or in part Base Rate Loans, such Base Rate
Loans shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Rate; 
  
 (ii) LIBOR Loans. During such periods as Revolving Loans shall comprise in whole or in part LIBOR Loans, such LIBOR Loans shall
bear interest at a per annum rate equal to the LIBOR Rate plus the Applicable Rate. 
  

 16 








 Interest on Revolving Loans shall be payable in arrears on each applicable Interest Payment Date (or at such other times
as may be specified herein). 
  
 (e) Revolving Notes. The
Revolving Loans shall, at the option of each Lender, be evidenced by a duly executed Revolving Note in favor of each Lender in the form of Schedule 2.1(e) attached hereto. 
  
 (f) Maximum Number of LIBOR Loans. The Borrower will be limited to a maximum number of eight (8) LIBOR Loans
outstanding at any time. For purposes hereof, LIBOR Loans with separate or different Interest Periods will be considered as separate LIBOR Loans even if their Interest Periods expire on the same date. 
  
 (g) Term Out Option. The Borrower may convert the outstanding
Revolving Loans to a term loan effective on the Termination Date, which shall be due and payable in full on the date that is 364 days subsequent to such Termination Date; provided that (i) the Borrower shall have delivered to the
Administrative Agent a written notice electing such conversion at least thirty (30) days prior to the Termination Date and (ii) no Event of Default exists and is continuing on the date the notice is provided or on the Termination Date. Initially,
the Applicable Rate on Loans outstanding during the period of the term loan as set forth herein shall be determined based upon the Debt Rating on the Termination Date plus the Utilization Fee. Thereafter, the Applicable Rate shall be
determined and adjusted quarterly on the date five (5) Business Days after the next Rate Determination Date based on the Debt Rating in effect on the last day of the preceding calendar quarter and shall be effective until the next succeeding Rate
Determination Date. A Facility Fee will be payable during such period. No additional borrowings may be made during the period of the term loan and any amounts repaid on the Revolving Loans outstanding during such period may not be reborrowed. The
Administrative Agent shall promptly forward any written notice received from the Borrower pursuant to this subsection to the Lenders. 
  
 2.2 Competitive Loan Subfacility. 
  
 (a) Competitive Loans. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the
Borrower may, during the Commitment Period, request and each Lender may, in its sole discretion, agree to make, Competitive Loans in Dollars and Available Foreign Currencies to the Borrower; provided, however, that (i) the aggregate
principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Competitive Loans shall not at any time exceed SIXTY-FIVE MILLION DOLLARS ($65,000,000) (the “Competitive Loan Maximum
Amount”), and (ii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Loans outstanding at any time shall not exceed the Aggregate Revolving Committed
Amount. Each Competitive Loan shall be in an aggregate principal Dollar Amount not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining portion of the Competitive Loan Maximum Amount, if less). 
  
 (b) Competitive Bid Requests. The Borrower may solicit Competitive
Bids by delivery of a Competitive Bid Request substantially in the form of Schedule 2. 2(b)-1 to the Administrative Agent by 12:00 Noon (Charlotte, North Carolina time) on a Business Day not less than three (3) nor more than four (4) Business
Days prior to the date of a requested 

  

 17 








 
Competitive Loan borrowing. A Competitive Bid Request shall specify (i) the date of the requested Competitive Loan borrowing (which shall be a Business Day),
(ii) the currency and amount of the requested Competitive Loan borrowing and (iii) the applicable Interest Periods requested. The Administrative Agent shall, promptly following its receipt of a Competitive Bid Request under this subsection
(b), notify the affected Lenders of its receipt and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto. The form of such notice is provided in Schedule 2.2(b)-2. No more than three (3) Competitive
Bid Requests (i.e., the Borrower may request Competitive Bids for no more than three (3) different Interest Periods at any one time) shall be submitted at any one time and Competitive Bid Requests may be made no more frequently than once every five
(5) Business Days. 
  
 (c) Competitive Bid Procedure. Each
Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 A.M. (Charlotte, North Carolina
time) on the Business Day next succeeding the date of receipt by the Administrative Agent of the related Competitive Bid Request. A Lender may offer to make all or part of the requested Competitive Loan borrowing and may submit multiple Competitive
Bids in response to a Competitive Bid Request. The Competitive Bid shall specify (i) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (ii) the currency and the minimum (which shall be not less than $1,000,000 and
integral multiples of $500,000 in excess thereof) and maximum principal Dollar Amounts of the requested Competitive Loan or Loans as to which the Lender is willing to make, and (iii) the applicable interest rate or rates and Interest Period or
Periods therefor. The form of such Competitive Bid is provided in Schedule 2.2(c). A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify, but in
no event later than 10:30 A.M. (Charlotte, North Carolina time), the Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to the Borrower for its records as soon as
practicable (and in any event within two (2) Business Days following receipt of the bids). 
  
 (d) Submission of Competitive Bids by Agent. If the Administrative Agent, in its capacity as a Lender, elects to submit a Competitive Bid in response to any Competitive Bid Request, it shall submit such
Competitive Bid directly to the Borrower one-half of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Administrative Agent in response to such Competitive Bid Request pursuant to
subsection (c) above. 
  
 (e) Acceptance of Competitive
Bids. The Borrower may, in its sole and absolute discretion, subject only to the provisions of this subsection (e), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the Borrower shall give telephone
notification, which shall be binding, by 11:30 A.M. (Charlotte, North Carolina time) and confirmed with written notification substantially in the form of Schedule 2.2(e) of its acceptance of any or all such Competitive Bids to the
Administrative Agent by 1:30 P.M. (Charlotte, North Carolina time) on the latest date on which notice of election to make a Competitive Bid is to be given to the Administrative Agent by the Lenders; provided, however, (i) the failure
by the Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) the Borrower may accept Competitive Bids within any one Interest Period only in ascending order of rates, (iii) the aggregate
amount of Competitive Bids accepted by the Borrower shall not 

  

 18 








 
exceed the principal amount specified in the Competitive Bid Request, (iv) the Borrower may accept a portion of a Competitive Bid in the event, and to the
extent, acceptance of the entire amount thereof would cause the Borrower to exceed the principal amount specified in the Competitive Bid Request, subject however to the minimum amounts provided herein (and provided that where two or more Lenders
submit such a Competitive Bid at the same Competitive Bid Rate and for the same Interest Period, then pro rata between or among such Lenders) and (v) no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum
principal Dollar Amount of $1,000,000 and integral multiples of $500,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of subsection (iv) hereof, then in a minimum principal
Dollar Amount of $500,000 and integral multiples of $100,000 in excess thereof (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple
bids at a particular Competitive Bid Rate pursuant to subsection (iv) hereof, the amounts shall be rounded to integral multiples of $100,000 in a manner which shall be in the discretion of the Borrower. A notice of acceptance of a Competitive
Bid given by the Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 12:00 Noon (Charlotte, North Carolina time) on the date of receipt by the Administrative Agent of a notification
from the Borrower of its acceptance and/or refusal of Competitive Bids, notify each affected Lender of its receipt and the contents thereof. Upon its receipt from the Administrative Agent of notification of the Borrower’s acceptance of its
Competitive Bid in accordance with the terms of this subsection (e), each successful bidding Lender will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has
been accepted. 
  
 (f) Funding of Competitive Loans. Each
Lender which is to make a Competitive Loan shall make its Competitive Loan borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Schedule 10.1, or at such other
office as the Administrative Agent may designate in writing, by 1:30 P.M. (Charlotte, North Carolina time) on the date specified in the Competitive Bid Request in funds immediately available to the Administrative Agent. Such borrowing will then be
made available to the Borrower by crediting the account designated by the Borrower. 
  
 (g) Maturity of Competitive Loans. Each Competitive Loan shall mature and be due and payable in full on the last day of the Interest Period applicable thereto, unless accelerated sooner pursuant to Section
8.2. Unless the Borrower shall give notice to the Administrative Agent otherwise, the Borrower shall be deemed to have requested a Revolving Loan borrowing in the principal amount and currency of the maturing Competitive Loan, the proceeds of
which will be used to repay such Competitive Loan. 
  
 (h)
Interest on Competitive Loans. Subject to the provisions of Section 3.1, Competitive Loans shall bear interest in each case at the Competitive Bid Rate applicable thereto. Interest on Competitive Loans shall be payable in arrears on
each Interest Payment Date. 
  
 (i) Competitive Loan Notes.
The Competitive Loans made by each Lender shall be evidenced by a Revolving Note. 
  

 19 








  
 ARTICLE III

  
 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

  
 3.1 Default Rate. Upon the occurrence, and during
the continuance, of an Event of Default, any principal of and, to the extent permitted by law, interest on the Loans and any other amounts then due and owing hereunder or under the other Credit Documents shall, at the discretion of the Required
Lenders or the Administrative Agent, bear interest, payable on demand, at a fluctuating interest rate per annum at all times equal to the Default Rate. 
  
 3.2 Extension and Conversion. The Borrower shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible
Interest Period or to convert Loans into Loans of another interest rate type; provided, however, that (i) except as provided in Sections 3.8, 3.9 and 3.11, LIBOR Loans may be converted into Base Rate Loans only on
the last day of the Interest Period applicable thereto, (ii) any LIBOR loan may be extended, and any Base Rate Loan may be converted to a LIBOR Loan only if the conditions in Section 4.2 have been satisfied, (iii) Loans extended as, or
converted into, LIBOR Loans shall be subject to the terms of the definition of “Interest Period” set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b)(ii), and (iv) any request for
extension of or conversion to a LIBOR Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of
Extension/Conversion (or telephone notice promptly confirmed in writing) to the Administrative Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a LIBOR Loan into a Base Rate Loan,
and on the third Business Day prior to, in the case of the extension of a LIBOR Loan as, or conversion of a Base Rate Loan into, a LIBOR Loan, the date of the proposed extension or conversion, specifying (A) the date of the proposed extension or
conversion, (B) the Loans to be so extended or converted, (C) the types of Loans into which such Loans are to be converted and, if appropriate, (D) the applicable Interest Periods with respect thereto. Each request for extension or conversion shall
be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (a) through (d) of Section 4.2. In the event the Borrower fails to request extension of or conversion to
any LIBOR Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then (i) in the case of a LIBOR Loan denominated in Dollars, such LIBOR Loan shall be continued as a LIBOR Loan
denominated in Dollars at the end of the Interest Period applicable thereto for an Interest Period of one month, and (ii) in the case of LIBOR Loans in an Available Foreign Currency, such LIBOR Loan shall be automatically continued as a LIBOR Loan
in the same Available Foreign Currency, for an Interest Period of one month. The Administrative Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan. 
  
 3.3 Prepayments. 
  
 (a) Voluntary Prepayments. Loans may be repaid in whole or in part
without premium or penalty; provided that (i) LIBOR Loans and Competitive Loans may be prepaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, and Base Rate Loans may be prepaid only upon at least one
(1) Business Day’s prior written notice to the Administrative Agent, (ii) prepayments of LIBOR Loans must be accompanied by payment of 

  

 20 








 
any amounts owing under Section 3.14, and (iii) partial prepayments shall be in minimum principal Dollar Amounts of $5,000,000, and in integral
multiples of $1,000,000 in excess thereof. 
  
 (b) Mandatory
Prepayments. If at any time, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Loans shall exceed the Aggregate Revolving Committed Amount, (B) the aggregate principal Dollar Amount (determined as
of the most recent Determination Date) of Loans in Available Foreign Currencies shall exceed the Foreign Currencies Committed Amount or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Competitive
Loans shall exceed the Competitive Loan Maximum Amount, the Borrower shall immediately make payment on the Loans in an amount sufficient to eliminate such excess amount. 
  
 (c) Application of Mandatory Repayments. Mandatory prepayments made pursuant to Section 3.3(b) shall be
applied first to Revolving Loans which are Base Rate Loans, and then to Revolving Loans which are LIBOR Loans in direct order of Interest Period maturities, and then (after all Revolving Loans have been repaid) to Competitive Loans in direct order
of Interest Period maturities. All mandatory prepayments made pursuant to Section 3.3(b) shall be subject to Section 3.14 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Amounts prepaid
hereunder may be reborrowed in accordance with the provisions hereof. 
  
 3.4 Termination and Reduction of the Revolving Commitment. 
  
 (a) Voluntary Reductions. The Revolving Commitments may be terminated or permanently reduced by the Borrower in whole or in part upon three (3) Business Days’ prior written notice to the Administrative
Agent, provided that (i) after giving effect to any voluntary reduction, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Loans outstanding shall not exceed the Aggregate Revolving Committed
Amount, as reduced, and (ii) partial reductions shall be in minimum principal Dollar Amounts of $5,000,000, and in integral multiples of $1,000,000 in excess thereof. 
  
 (b) Mandatory Reduction. The Revolving Commitments hereunder shall terminate on the Termination Date. 
  
 3.5 Fees. 
  
 (a) Facility Fee. In consideration of the Revolving Commitments
hereunder, the Borrower agrees to pay to the Administrative Agent for the ratable benefit of each Lender in accordance with its Applicable Rate a facility fee (the “Facility Fee”) equal to the Applicable Rate multiplied by the
average daily Aggregate Revolving Committed Amount in effect from time to time, regardless of usage. The Facility Fee shall be payable quarterly in arrears on the 15th day following the last day of each calendar quarter for the immediately preceding
quarter (or portion thereof), calculated on an actual/360-day basis, beginning with the first such date to occur after the Effective Date and ending on the later of (i) the Termination Date and (ii) if applicable, the extended repayment date set
forth in Section 2.1(g). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any 

  

 21 








 
quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable
Rate was in effect. 
  
 (b) Competitive Bid Request Fee.
The Borrower agrees to pay to the Administrative Agent such fees (the “Competitive Bid Request Fee”) in connection with Competitive Bid Requests hereunder as may be agreed upon between the Borrower and the Administrative Agent.
Unless otherwise agreed, the Competitive Bid Request Fee shall be paid quarterly in arrears. 
  
 (c) Administrative Agent’s Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, an annual administrative fee and such other fees, if any, referred to in the Fee Letter
(collectively, the “Administrative Agent’s Fees”). 
  
 (d) Utilization Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment a utilization fee (the “Utilization Fee”)
equal to the Applicable Rate multiplied by the average daily Loans outstanding under this Agreement when the Average Outstanding Loans for any Utilization Period equals or exceeds 50% of the average of the daily Aggregate Revolving Committed Amount
for such Utilization Period. The Utilization Fee shall be due and payable quarterly in arrears on the 15th day
following the last day of each calendar quarter for the immediately preceding quarter (or portion thereof), calculated on an actual/360-day basis, beginning with the first such date to occur after the Effective Date. The Utilization Fee shall be
calculated quarterly in arrears and if there is any change in the Applicable Rate during any quarter, the daily amount shall be computed and multiplied by the Applicable Rate for each period during which such Applicable Rate was in effect.

  
 3.6 LIBOR Reserve Compensation. For so long as any
Lender maintains reserves against “eurocurrency liabilities” (or any other category of liabilities which includes deposits by reference to which the interest rate on any LIBOR Loans is determined), and, as a result, the cost to such Lender
of making or maintaining any of its LIBOR Loans is increased, then such Lender may require the Borrower to pay, contemporaneously with each payment of interest on such LIBOR Loans of such Lender, additional interest at a rate per annum up to but not
exceeding the excess of (i) (A) the applicable LIBOR Rate divided by (B) one minus the LIBOR Reserve Percentage over (ii) the applicable LIBOR Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify
the Borrower and the Administrative Agent, in which case such additional interest on the LIBOR Loans of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least three
(3) Business Days after the giving of such notice and (y) shall furnish to the Borrower at least five (5) Business Days prior to each date on which interest is payable on the LIBOR Loans a certificate setting forth the amount to which such Lender is
then entitled under this Section 3.6 (which shall be consistent with such Lender’s good faith estimate of the level at which the related reserves are maintained by it). Each such certificate shall be accompanied by such information
as the Borrower may reasonably request as to the computation set forth therein. 
  
 3.7 Capital Adequacy. If any Lender has determined, after the date hereof, that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by such Lender with any request or directive
regarding capital 

  

 22 








 
adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate
of return on such Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender’s policies with respect to capital adequacy), then, upon notice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender
for such reduction. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. Such Lender will, upon request, provide a certificate in reasonable detail
as to the amount of such increased cost or reduction in amount received and method of calculation. 
  
 3.8 Unavailability. In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for
a LIBOR Loan of any amount, Interest Period or currency, the Administrative Agent shall have determined or shall have been notified by the Required Lenders (a) that deposits in the relevant amount in the relevant currency and for the relevant
Interest Period are not available in the relevant market to any Lender, or that reasonable means do not exist for ascertaining the LIBOR Rate for any such Loan, or (b) that the rates at which such deposits are being offered will not adequately and
fairly reflect the cost to any Lender of making or maintaining its LIBOR Loan during such Interest Period, the Administrative Agent shall promptly give written or telecopy notice of such determination to the Borrower and the Lenders. In the event of
any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a LIBOR Loan of the affected amount, Interest
Period or currency, or a conversion to or continuation of a LIBOR Loan of the affected amount, Interest Period or currency shall be deemed rescinded. If the Administrative Agent at any time determines that: (i) the euro has ceased to be utilized as
the basic accounting unit of the European Community; (ii) for reasons affecting the market in euros generally, euros are not freely traded between banks internationally; or (iii) it is illegal, impossible or impracticable for payments to be made
hereunder in euro, then the Administrative Agent may, in its discretion declare (such declaration to be binding on all the parties hereto) that any payment made or to be made thereafter which, but for this provision, would have been payable in the
euro shall be made in a component currency of the euro or Dollars (as selected by the Administrative Agent (the “Selected Currency”‘) and the amount to be so paid shall be calculated on the basis of the equivalent of the euro
in the Selected Currency). Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error. 
  
 3.9 Illegality. 
  
 (a) Notwithstanding any other provision herein, if (i) the adoption of or any change in any Requirement of Law or in the interpretation or application
thereof occurring after the Effective Date shall make it unlawful for any Lender to make or maintain LIBOR Loans as contemplated by this Credit Agreement, or (ii) there shall have occurred any change in national or international financial, political
or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for any Lender to make Loans denominated in any Available Foreign Currency to the Borrower,
as contemplated by this Credit Agreement, then such Lender, together with Lenders 

  

 23 








 
giving notice under Sections 3.8 and 3.10, shall be an “Affected Lender” and by written notice to the Borrower and to the
Administrative Agent: 
  
 (i) such Lender may
declare that LIBOR Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness or impossibility) be made by such Lender hereunder, whereupon any request for a LIBOR Loan (in the affected currency or
currencies) shall, as to such Lender only (A) if such Loan is not a Foreign Currency Loan, be deemed a request for a Base Rate Loan (unless it should also be illegal for the Affected Lender to provide a Base Rate Loan, in which case such Loan shall
bear interest at a commensurate rate to be agreed upon by the Administrative Agent and the Affected Lender, and so long as no Event of Default shall have occurred and be continuing, the Borrower), unless such declaration shall be subsequently
withdrawn and (B) if such Loan is a Foreign Currency Loan, be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and 
  
 (ii) such Lender may require that all outstanding LIBOR Loans or Foreign Currency Loans (in the affected currency or currencies), as the
case may be, made by it be (A) if such Loans are not Foreign Currency Loans, converted to Base Rate Loans, in which event all such LIBOR Loans shall be automatically converted to Base Rate Loans as of the effective date of such notice as provided in
paragraph (b) below or (B) if such Loans are Foreign Currency Loans, repaid immediately, in which event all such Foreign Currency Loans (in the affected currency or currencies) shall be required to be repaid in full by the Borrower as of the
effective date of such notice as provided in paragraph (b) below. 
  
 In
the event any Lender shall exercise its rights under clauses (i) or (ii) above with respect to any Loans with are not Foreign Currency Loans, all payments and prepayments of principal which would otherwise have been applied to repay
the LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion, of such LIBOR Loans.

  
 (b) For purposes of this Section 3.9. a notice to the
Borrower by any Lender shall be effective as to each such Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

  
 3.10 Requirements of Law. If, after the date hereof,
the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Lender with any request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): 
  
 (a) shall subject such Lender to any tax of any kind whatsoever with respect to any LIBOR Loans made by it or its obligation to make LIBOR Loans, or
change the basis of taxation of payments to such Lender in respect thereof (except for (i) Non-Excluded Taxes covered by Section 3.13 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its
obligations under Section 3.13(b)) and (ii) changes in taxes measured 

  

 24 








 
by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its applicable lending office,
branch, or any affiliate thereof)); 
  
 (b) shall impose, modify
or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of
funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or 
  
 (c) shall impose on such Lender any other condition (excluding any tax of any kind whatsoever); 
  
 and the result of any of the foregoing is to increase the cost to such Lender, by an amount
which such Lender deems to be material, of making, converting into, continuing or maintaining LIBOR Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through
the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable,
provided that, in any such case, the Borrower may elect to convert the LIBOR Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the
Borrower shall promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.13. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it
shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events described in this paragraph (a) has occurred and describing in reasonable detail the nature of such event, (y) as to
the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable
pursuant to this subsection submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive and binding on the parties hereto in the absence of manifest error. This covenant shall survive the termination of this
Credit Agreement and the payment of the Loans and all other amounts payable hereunder. 
  
 3.11 Inability To Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have reasonably determined that, by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter.
If such notice is given (a) any Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Base Rate Loans or such request shall be cancelled, (b) any
affected LIBOR Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Base Rate Loans and (c) any affected Loans that were to have been converted on the first day of such
Interest Period to or continued as LIBOR Loans shall be converted to or continued, at the sole option of the Borrower, in Dollars as Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans in the
affected 

  

 25 








 
currency shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to such affected LIBOR Loans. 
  
 3.12 Replacement of Lenders. If any Lender requests compensation
pursuant to Section 3.6, 3.7, 3.10 or 3.13, or any Lender’s obligation to make or continue, or to convert Loans of any type into the other type of Loan, shall be suspended pursuant to Section 3.8, 3.9
or 3.11 (any such Lender requesting such compensation, or whose obligations are so suspended, being herein called a “Requesting Lender”), the Borrower, upon three Business Days’ notice, may require that such Requesting
Lender transfer all of its right, title and interest under this Credit Agreement and such Requesting Lender’s Revolving Note to any bank or other financial institution (a “Proposed Lender”) identified by the Borrowers that is
reasonably satisfactory to the Administrative Agent (i) if such Proposed Lender agrees to assume all of the obligations of such Requesting Lender hereunder, and to purchase all of such Requesting Lender’s Loans hereunder for consideration equal
to the aggregate outstanding principal amount of such Requesting Lender’s Loans, together with interest accrued thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Requesting Lender of all other
amounts payable hereunder to such Requesting Lender on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Article III as if all of such Requesting Lender’s Loans were
being prepaid in full on such date) and (ii) if such Requesting Lender has requested compensation pursuant to Section 3.6, 3.7, 3.10 or 3.13, such Proposed Lender’s aggregate requested compensation, if any, pursuant
to said Section 3.6, 3.7 or 3.10 with respect to such Requesting Lender’s Loans is lower than that of the Requesting Lender. Subject to the provisions of Section 10.3, such Proposed Lender shall be a
“Lender” for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrower hereunder the agreements of the Borrower contained in Sections 3.6, 3.7, 3.10, 3.13 and 10.5
(without duplication of any payments made to such Requesting Lender by the Borrower or the Proposed Lender) shall survive for the benefit of such Requesting Lender under this Section 3.12 with respect to the time prior to such replacement.

  
 3.13 Taxes. 
  
 (a) Except as provided below in this subsection, all payments made by the
Borrower under this Credit Agreement and any Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or governmental body, agency or other official, excluding (A) taxes measured by or imposed upon the overall net income of any Lender or its
applicable lending office, or any branch or affiliate thereof, and (B) all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its applicable lending office, or any branch or affiliate
thereof, in each case imposed in lieu of net income taxes, imposed: (i) by the jurisdiction under the laws of which such Lender, applicable lending office, branch or affiliate is organized or is located, or in which its principal executive office is
located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any present or former connection between the jurisdiction imposing such tax and such Lender, applicable lending office,
branch or affiliate other than a connection arising solely from such Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Credit Agreement or any Notes. If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings 

  

 26 








 
(“Non-Excluded Taxes”) are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any
Notes, (A) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Credit Agreement and any Notes, provided, however, that the Borrower shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not be required to
increase any such amounts payable to any Lender that is not incorporated under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this subsection whenever any
Non-Excluded Taxes are payable by the Borrower, and (B) as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original
official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The
agreements in this subsection shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. 
  
 (b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof shall: 
  
 (i) (A) on or before the date of any payment by the Borrower
under this Credit Agreement or Notes to such Lender, deliver to the Borrower and the Administrative Agent two (2) duly completed copies of applicable United States Internal Revenue Service Form W-8BEN or W-8ECI, or successor applicable form, as the
case may be, certifying that it is entitled to receive payments under this Credit Agreement and any Notes without deduction or withholding of any United States federal income taxes; 
  
 (B) deliver to the Borrower and the Administrative Agent two (2) further copies of any such form or
certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and 
  
 (C) obtain such extensions of time for filing and complete
such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent; or 
  
 (ii) in the case of any such Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue
Code, (i) represent to the Borrower (for the benefit of the Borrower and the Administrative Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ii) agree to furnish to the Borrower on or before the
date of any payment by the Borrower, with a copy to the Administrative Agent two (2) accurate and complete original signed copies of Internal Revenue Service Form W-8BEN, or successor applicable form certifying to such 

  

 27 








 
Lender’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the
Internal Revenue Code with respect to payments to be made under this Credit Agreement and any Notes (and to deliver to the Borrower and the Administrative Agent two (2) further copies of such form on or before the date it expires or becomes obsolete
and after the occurrence of any event requiring a change in the most recently provided form and, if necessary, obtain any extensions of time reasonably requested by the Borrower or the Administrative Agent for filing and completing such forms), and
(iii) agree, to the extent legally entitled to do so, upon reasonable request by the Borrower, to provide to the Borrower (for the benefit of the Borrower and the Administrative Agent) such other forms as may be reasonably required in order to
establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Credit Agreement and any Notes; 
  
 unless in any such case any change in treaty, law or regulation has occurred after the date such Person becomes a Lender hereunder which renders all such forms
inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Each Person that shall become a Lender or a participant of a
Lender pursuant to Section 10.3 shall, upon the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this subsection, provided that in the case of a
participant of a Lender the obligations of such participant of a Lender pursuant to this subsection (b) shall be determined as if the participant of a Lender were a Lender except that such participant of a Lender shall furnish all such
required forms, certifications and statements to the Lender from which the related participation shall have been purchased. 
  
 3.14 Indemnity. The Borrower shall pay to each Lender and hold each Lender harmless from any loss or expense which such Lender may sustain or incur
(excluding loss of profit and other than through such Lender’s gross negligence or willful misconduct) as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans and Competitive
Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrower in making any prepayment of a LIBOR Loan or a Competitive Loan after the Borrower has given a
notice thereof in accordance with the provisions of this Credit Agreement or (c) the making of a prepayment of LIBOR Loans or Competitive Loans on a day which is not the last day of an Interest Period with respect thereto. With respect to LIBOR
Loans and Competitive Loans, such payment may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of
such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Rate included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) which would
have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank LIBOR market (but excluding loss of profits). The covenants of the Borrower set forth in this Section
3.14 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. 
  

 28 








 3.15 Pro Rata Treatment. Except to the extent otherwise provided herein: 
  
 (a) Loans. Each Revolving Loan, each payment or prepayment of
principal of any Revolving Loan, each payment of interest on the Revolving Loans, each payment of Facility Fees, each reduction of the Revolving Committed Amount and each conversion or extension of any Revolving Loan, shall be allocated pro rata
among the Lenders in accordance with the respective principal amounts of their outstanding Revolving Loans and Participation Interests. With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as
to which any payment or other amount should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such payment or other amounts relate, or any such payment or other amount is to be applied to Competitive
Loans without regard to any such direction by the Borrower, then each payment or prepayment of principal on Competitive Loans and each payment of interest or other amount on or in respect of Competitive Loans, shall be allocated to (i) the
Competitive Loan bearing the highest interest rate, (ii) if two or more Competitive Loans each bear the same interest rate, which is the highest interest rate among all Competitive Loans then outstanding, then pro rata among such Competitive Loans
(iii) should such prepayment extinguish such Competitive Loans, then any remaining prepayment shall be applied to each of the remaining Competitive Loans with the highest interest rate and (iv) any remaining payment or prepayment shall be allocated
pro rata among the relevant Competitive Loan Lenders in accordance with the then outstanding amounts of their respective Competitive Loans. 
  
 (b) Advances. 
  
 (i) Funding by Lenders; Presumption by Administrative Agent. No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make its ratable share of a borrowing hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless
the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its ratable share of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount
is not made available to the Administrative Agent by such Lender within the time period specified therefor hereunder, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the Federal
Funds Rate for a period of two (2) Business Days, and thereafter at the Base Rate, for the period until such Lender makes such amount immediately available to the Administrative Agent. If such Lender does not pay such amounts to the Administrative
Agent forthwith upon demand, the Administrative Agent may notify the Borrower and request the Borrower to pay such amount to the Administrative Agent with interest at the Base Rate not later than 4:00 P.M. (Charlotte, North Carolina time) on the
following Business Day. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error. Nothing in the preceding shall act or be
construed as a waiver of any claims or right of action that the Borrower may have against any Lender that defaults on the payment to the Administrative Agent thereby causing the Borrower to repay the Administrative Agent such amount advanced.

  

 29 








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

  
 A notice of the Administrative Agent to any Lender or the
Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 
  
 3.16 Sharing of Payments. The Lenders agree among themselves that, in the event that any Lender shall obtain payment in respect of any Loan or any
other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided
for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that
all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a
right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold,
return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a
participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other
obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such
Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such
amount is due until the date such amount is paid to the Administrative Agent or such other Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured
claim in lieu of a setoff to which this Section 3.16 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section
3.16 to share in the benefits of any recovery on such secured claim. 
  

 30 








 3.17 Payments, Computations, Etc. 
  
 (a) Each payment on account of an amount due from the Borrower hereunder or under any other Credit Document shall be made by
the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment as provided herein in the currency in which such amount is denominated and in such funds as are customary at the place
and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in the same Foreign Currency as
such Loan. Upon request, the Administrative Agent will give the Borrower a statement showing the computation used in calculating such amount, which statement shall be conclusive in the absence of manifest error. The obligation of the Borrower to
make each payment on account of such amount in the currency in which such amount is denominated shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any other currency,
except to the extent such tender or recovery shall result in the actual receipt by the Administrative Agent of the full amount in the appropriate currency payable hereunder. The Borrower agrees that its obligation to make each payment on account of
such amount in the currency in which such amount is denominated shall be enforceable as an additional or alternative claim for recovery in such currency of the amount (if any) by which such actual receipt shall fall short of the full amount of such
currency payable hereunder, and shall not be affected by judgment being obtained for such amount. 
  
 (b) Except as otherwise specifically provided herein, all payments hereunder shall be made to the Administrative Agent in immediately available funds,
without offset, deduction, counterclaim or withholding of any kind, not later than 2:00 P.M. (local time in the place where such payment is required to be made pursuant to this subsection (b)) on the date when due, to the account specified on
Schedule 3.17(b) or at such other place as may be designated by the Administrative Agent to the Borrower in writing. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. In the event
that Borrower desires to make any payments hereunder by wire transfer initiated outside of the United States that is originated by any Person other than the Borrower, the Borrower shall provide the Administrative Agent with one Business Day’s
prior written notice containing the name, address, telephone and facsimile numbers of the wire transfer originator and the originator’s relationship to the Borrower. The Borrower shall, at the time it makes any payment under this Credit
Agreement, specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be
inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders subject to the terms of Section 3.15(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is
received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next
succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the
period of such extension), except that in the case of LIBOR Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as


  

 31 








 
expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360
days, except with respect to computation of interest on Base Rate Loans which shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

  
 (c) Allocation of Payments After Event of Default.
Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the
Loans or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: 
  
 FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of
the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents; 
  
 SECOND, to payment of any fees owed to the Administrative Agent pursuant to the terms of the Credit Documents; 
  
 THIRD, to the payment of all permitted reasonable
out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents with respect to the Loans owing to such Lender; 
  
 FOURTH, to the payment of all accrued interest and fees on
or in respect of Loans under the Credit Documents; 
  
 FIFTH, to the payment of the outstanding principal amount of the Loans under the Credit Documents; 
  
 SIXTH, to all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to
clauses “FIRST” through “FIFTH” above; and 
  
 SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. 
  
 In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category;
and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant
to clauses “FOURTH” and “SIXTH” above. 
  
 3.18 Obligation of Lenders to Mitigate. Each Lender agrees that, as promptly as practicable after such Lender becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender to receive payments under Sections 3.7 or 3.13, it will, to the extent not inconsistent with any applicable legal or regulatory restrictions, use reasonable efforts (i) to make, issue,
fund or 

  

 32 








 
maintain the Revolving Commitment of such Lender or the affected Loans of such Lender through another lending office of such Lender, or (ii) take such other
measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender
pursuant to Sections 3.7 or 3.13 would be reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitment or Loans through such other lending office or in
accordance with such other measures, as the case may be, would not otherwise materially adversely affect such Revolving Commitment or Loans or would not be otherwise disadvantageous to the interests of such Lender. 
  
 3.19 Evidence of Debt. 
  
 (a) Each Lender shall maintain an account or accounts evidencing each Loan
made by such Lender to the Borrower from time to time, including the amounts and currencies of principal and interest payable and paid to such Lender from time to time under this Credit Agreement. Each Lender will make diligent efforts to maintain
the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary. 
  
 (b) The Administrative Agent shall maintain the Register pursuant to Section 10.3(c) hereof, and a subaccount for each Lender, in which Register
and subaccounts (taken together) shall be recorded (i) the amount, currency, type and Interest Period of each such Loan hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrower and each Lender’s share thereof. The Administrative Agent will make diligent efforts to maintain the accuracy of the subaccounts
referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary. 
  
 ARTICLE IV 
  
 CONDITIONS 
  
 4.1 Conditions to Closing.
This Credit Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit hereunder is subject to, the satisfaction of the following conditions precedent: 
  
 (a) Execution of Credit Agreement and Credit Documents. Receipt of (i)
multiple counterparts of this Credit Agreement and (ii) a Revolving Note for each Lender, in each case executed by a duly authorized officer of each party thereto and in each case conforming to the requirements of this Credit Agreement. 

 
 (b) Legal Opinion. Receipt of multiple counterparts of a legal
opinion of counsel to the Borrower, relating to this Credit Agreement and the other Credit Documents and the transactions contemplated herein and therein, in form and substance reasonably acceptable to the Administrative Agent which opinion shall
include, without limitation, an opinion that the execution, delivery and performance of the Credit Documents and the performance of the transactions contemplated thereby will not conflict with, result in a breach of, require any 

  

 33 








 
consent or permit any acceleration of (or require repayment of) any indebtedness of the Borrower or under any of the Borrower’s corporate instruments
and material agreements. 
  
 (c) Corporate Documents.
Receipt of the following (or their equivalent) for the Borrower: 
  
 (i) Articles of Incorporation. Copies of the certificate of incorporation or charter documents certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its
incorporation. 
  
 (ii) Resolutions.
Copies of resolutions of the Board of Directors or comparable managing body approving and adopting the respective Credit Documents, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or
assistant secretary as of the Effective Date to be true and correct and in force and effect as of such date. 
  
 (iii) Bylaws. Copies of the bylaws or comparable operating agreement certified by a secretary or assistant secretary as of the
Effective Date to be true and correct and in force and effect as of such date. 
  
 (iv) Good Standing. A certificate of good standing, existence or its equivalent certified as of a recent date by the appropriate
governmental authority of the state of organization. 
  
 (v) Secretary’s Certificate. A Secretary’s certificate for the Borrower dated as of the Effective Date substantially in the form of Schedule 4.1(c)(v) with appropriate insertions and attachments. 
  
 (d) Fees. Receipt of all fees, if any, then owing pursuant to the Fee
Letter, Section 3.5 or pursuant to any Credit Documents. 
  
 (e) Section 4.2 Conditions. The conditions specified in Section 4.2 shall be satisfied if an Extension of Credit is made on the Effective Date. 
  
 (f) Account Designation Letter. Receipt by the Administrative Agent of an executed counterpart of the Account
Designation Letter. 
  
 (g) Payment Instructions. Receipt
by the Administrative Agent of payment instructions with respect to each wire transfer to be made by the Administrative Agent on behalf of the Lenders or the Borrower on the Effective Date setting forth the amount of such transfer, the purpose of
such transfer, the name and number of the account to which such transfer is to be made, the name and ABA number of the bank or other financial institution where such account is located and the name and telephone number of an individual that can be
contacted to confirm receipt of such transfer. 
  
 (h)
Financial Information. Receipt by the Administrative Agent of the consolidated financial statements of the Borrower and its consolidated subsidiaries referred to in Section 5.1; provided, that financial statements required to be
delivered pursuant to this sentence may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date 

  

 34 








 
(i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet or (ii) on which such documents
are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

  
 (i) No Material Adverse Effect. Receipt by the
Administrative Agent of a certificate signed by a Responsible Officer certifying (i) no Material Adverse Effect has occurred since July 3, 2004 and (ii) there is no pending litigation, proceeding or bankruptcy with respect to the Borrower that would
reasonably be expected to have a Material Adverse Effect. 
  
 (j)
Debt Rating. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer certifying the current Debt Rating. 
  
 4.2 Conditions to All Extensions of Credit. The obligation of each Lender to make any Extension of Credit hereunder (including the initial Loan to
be made hereunder) is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit: 
  
 (a) Representations and Warranties. The representations and warranties made by the Borrower herein or in any other Credit Document or which are
contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those
which expressly relate to an earlier date, which shall be true and correct in all material respects as of such earlier date, and except for those made in certificates which have been superseded or replaced by more recent certificates, so long as
those made in superseded or replaced certificates were true and correct in all material respects on the date made). 
  
 (b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the
Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Credit Agreement. 
  
 (c) Additional Conditions to Revolving Loans. If a Revolving Loan is requested pursuant to Section 2.1, all conditions set forth therein
shall have been satisfied. 
  
 (d) Additional Conditions to
Competitive Loans. If a Competitive Loan is requested pursuant to Section 2.2, all conditions set forth therein shall have been satisfied. 
  
 (e) Officer’s Certificate. With respect only to the initial Loan made hereunder, the Administrative Agent shall have received a Notice of
Borrowing and a certificate of a Responsible Officer certifying that (i) the Borrower is solvent as of the date the initial Loan is made, (ii) the Borrower is in pro forma compliance with the covenant in Section 6.7 both before and after
giving effect to any Loans to be made on the date the initial Loan is made; and (iii) the Borrower has satisfied any other conditions mutually agreeable to the parties. 
  
 (f) Each request for an Extension of Credit and each acceptance by the Borrower of an Extension of Credit shall be deemed to
constitute a representation and warranty by each of the 

  

 35 








 
Borrower as of the date of such Loan that the conditions in paragraphs (a) through (e) of this Section have been satisfied. 
  
 ARTICLE V 
  
 REPRESENTATIONS AND WARRANTIES 
  
 To induce the Lenders to enter into this Credit Agreement and to make Extensions of Credit herein provided for, the Borrower
hereby represents and warrants to the Administrative Agent and to each Lender that: 
  
 5.1 Financial Condition. Each of the financial statements described below (copies of which have heretofore been provided to the Administrative Agent for distribution to the Lenders), have been prepared in
accordance with GAAP consistently applied throughout the periods covered thereby, are complete and correct in all material respects and present fairly the financial condition and results from operations of the entities and for the periods specified,
subject in the case of interim company-prepared statements to normal year-end adjustments: 
  
 (a) audited consolidated balance sheet of the Borrower and its consolidated subsidiaries dated as of December 31, 2003, together with related statements of income and cash flows certified by PricewaterhouseCoopers
LLP, certified public accountants; and 
  
 (b) a company-prepared
consolidated condensed balance sheet of the Borrower and its consolidated subsidiaries dated as of July 3, 2004, together with related consolidated condensed statements of income and cash flows. 
  
 5.2 Organization; Existence. The Borrower (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other necessary power and authority, and the legal right to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged and (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its
business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not, in the aggregate, have a Material Adverse Effect. 
  
 5.3 Power; Authorization; Enforceable Obligations. The Borrower has
the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents and has taken all necessary corporate or other action to authorize the execution, delivery and performance by it of the
Credit Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with acceptance of extensions of credit by the Borrower or with the
execution, delivery or performance of any Credit Documents by the Borrower (other than those which have been obtained, such filings as are required by the Securities and Exchange Commission (or the laws, rules and regulations administered by it),
and to fulfill other reporting requirements with Governmental Authorities) or with the validity or enforceability of any Credit Document against the Borrower. Each Credit Document to which it is a party and all materials provisions therein
constitute valid and legally binding obligations of the Borrower enforceable in accordance with their respective terms and shall provide the Administrative Agent and/or the 

  

 36 








 
Lenders the rights, powers and privileges purported to be created thereby, subject in each case to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles,. 
  
 5.4 Conflict. The execution, delivery and performance of the Credit Documents, the borrowings hereunder and the use of the proceeds of the
Extensions of Credit will not (a) violate in any material respect any Requirement of Law applicable to the Borrower (except those as to which waivers or consents have been obtained), (b) conflict with, result in a breach of or constitute a default
under (i) the articles of incorporation, bylaws or other organizational documents of such Person, (ii) any material indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or (iii) any
approval of any Governmental Authority relating to such Person, or (c) result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law. 
  
 5.5 No Material Litigation. Except as set forth on Schedule 5.5
no claim, litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any member of the Consolidated Group or against any of
their respective properties which (a) relates to the Credit Documents or any of the transactions contemplated hereby or thereby or (b) is reasonably likely to have a Material Adverse Effect. 
  
 5.6 No Default. No Default or Event of Default has occurred and is
continuing. 
  
 5.7 Taxes. Except for such tax-related
litigation disclosed on Schedule 5.7, the Borrower and each of its Subsidiaries have timely filed or caused to be filed all United States federal income tax returns and all other material tax returns which, to the best knowledge of the
Borrower, are required to be filed and has paid (a) all taxes shown to be due and payable on said returns or (b) all taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any (i) taxes, fees or other charges with respect to which the failure to pay, in the aggregate, would not have a Material Adverse
Effect or (ii) taxes, fees or other charges the amount or validity of which are currently being contested and with respect to which reserves in conformity with GAAP have been provided on the books of such Person), and no tax Lien has been filed with
respect to any such tax, fee or other charge. 
  
 5.8
ERISA. Except as is not reasonably likely to have a Material Adverse Effect: 
  
 (a) (i) No ERISA Event has occurred during the five-year period ending on the date this representation is made or deemed made or is reasonably expected to occur, with respect to any Plan; (ii) no “accumulated
funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan (other than a Multiemployer Plan) and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan (other than a Multiemployer Plan); (iii) each Plan (other than a Multiemployer Plan) has been maintained, operated, and funded in
compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state 

  

 37 








 
laws; (iv) each Plan (other than a Multiemployer Plan) that is intended to qualify under Section 401 (a) of the Code has received a favorable determination
letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification, and (v)
no lien in favor of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. 
  
 (b) No member of the Consolidated Group nor any ERISA Affiliate has incurred, or, to the knowledge of the Borrower, could be reasonably expected to incur,
any liability under Title IV of ERISA with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. 
  
 (c) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of
fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any member of the Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the
Code, or under any agreement or other instrument pursuant to which any member of the Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending, or to the knowledge of
the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. 
  
 (d) No member of the Consolidated Group nor any ERISA Affiliate has any material liability with respect to “expected post-retirement benefit
obligations” within the meaning of the Financial Accounting Standards Board Statement No. 106. 
  
 5.9 Governmental Regulations, Etc. 
  
 (a) Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of purchasing or
carrying any “margin stock” within the meaning given such term under Regulations T, U and X of the Board of Governors of the Federal Reserve System, as in effect from time to time, together with all official rulings and interpretations
thereunder, and no part of the proceeds of any Loan will be used to purchase or carry any margin stock in violation of Regulation U or to extend credit to others for the purpose of purchasing or carrying any margin stock, or be used for any purpose
which violates, or which is inconsistent with, the provisions of Regulation X. 
  
 (b) The Borrower is not (i) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company, or (ii) a
“holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company”, within the meaning of
the Public Utility Holding Company Act of 1935, as amended. 
  
 5.10 Purpose of Extensions of Credit. The Extensions of Credit will be used solely (a) to refinance certain existing indebtedness of the Borrower, (b) to provide general working capital and (c) for other general corporate purposes,
including acquisitions. 
  

 38 








 5.11 Compliance with Laws; Contractual Obligations. The Borrower and its Subsidiaries are in
compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor its Subsidiaries are in default under
or with respect to any of its contractual obligations in any respect which could reasonably be expected to have a Material Adverse Effect. 
  
 5.12 Accuracy and Completeness of Information. All factual information heretofore, contemporaneously or hereafter furnished by the Borrower in
writing to the Administrative Agent or any Lender for purposes of or in connection with this Credit Agreement or any other Credit Document, or any transaction contemplated hereby or thereby, is or will be true and accurate in all material respects
as of the date stated therein and not incomplete by omitting to state any material fact necessary to make such information not misleading, except for inaccuracies or omissions which could not reasonably be expected to have a Material Adverse Effect.
There is no fact now known to the Borrower which could reasonably be expected to have a Material Adverse Effect which fact has not been set forth herein, in the financial statements of the Borrower and its Subsidiaries furnished to the
Administrative Agent and/or the Lenders prior to the date hereof, or in any certificate, opinion or other written statement made or furnished by the Borrower to the Administrative Agent and/or the Lenders prior to the date hereof. 
  
 5.13 Environmental Matters. 
  
 Except as set forth on Schedule 5.13: 
  
 (a) To the knowledge of the Borrower or except where such violation or
liability could not reasonably be expected to have a Material Adverse Effect, the facilities and properties owned, leased or operated by the Borrower (the “Properties”) do not contain any Materials of Environmental Concern in
amounts or concentrations which (i) constitute a violation of, or (ii) have resulted in liability under, any Environmental Law. 
  
 (b) To the knowledge of the Borrower or except where such violation or contamination could not reasonably be expected to have a Material Adverse Effect,
the Properties and all operations of the members of the Consolidated Group at the Properties are in compliance, and have in the last five years been in compliance, in all respects with all applicable Environmental Laws, and there is no contamination
by Materials of Environmental Concern at or under the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the members of the Consolidated Group (the “Business”). 
  
 (c) Except where such violation or liability could not reasonably be expected
to have a Material Adverse Effect, none of the members of the Consolidated Group has received any written notice of violation, alleged violation, non-compliance, liability or potential liability arising under Environmental Laws with regard to any of
the Properties or the Business. 
  
 (d) To the knowledge of the
Borrower or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner
or to a location which has given rise to liability under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or 

  

 39 








 
under any of the Properties in violation of, or in a manner that has given rise to liability under, any applicable Environmental Law. 
  
 (e) No judicial proceeding or governmental or administrative action, to the
knowledge of the Borrower, is pending or threatened under any Environmental Law to which any of the members of the Consolidated Group is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other administrative or judicial directives outstanding under any Environmental Law with respect to the Properties or the Business which could reasonably be expected to have a
Material Adverse Effect. 
  
 (f) To the knowledge of the Borrower
or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or
related to the operations of the members of the Consolidated Group in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner requiring remediation under Environmental Laws.

  
 ARTICLE VI 
  
 AFFIRMATIVE COVENANTS 
  
 The Borrower covenants and agrees that so long as this Credit Agreement is in
effect and until all of the Revolving Commitments have been terminated, no Loans remain outstanding and all amounts owing hereunder or under any other Credit Document or in connection herewith or therewith have been paid in full: 
  
 6.1 Financial Statements. 
  
 The Borrower will furnish, or cause to be furnished, to the Administrative
Agent for distribution to the Lenders: 
  
 (a) Audited
Financial Statements. As soon as available, but in any event within 90 days after the end of each fiscal year, an audited consolidated balance sheet of the Borrower and its subsidiaries as of the end of the fiscal year and the related
consolidated statements of income, retained earnings, shareholders’ equity and cash flows for such fiscal year, audited by an independent certified public accounting firm of nationally recognized standing, setting forth in each case in
comparative form the figures for the previous year, reported without a “going concern” or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public
accountants to certify such financial statements without such qualification. 
  
 (b) Company-Prepared Financial Statements. As soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters, a company-prepared consolidated balance sheet of the
Borrower and its subsidiaries as of the end of the quarter and related company-prepared consolidated statements of income, retained earnings, shareholders’ equity and cash flows for such quarterly period and for the fiscal year to date; in each
case setting forth in comparative form the consolidated figures for the corresponding period or 

  

 40 








 
periods of the preceding fiscal year or the portion of the fiscal year ending with such period, as applicable, in each case subject to normal recurring
year-end audit adjustments. 
  
 All such financial statements shall be complete
and correct in all material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments) and shall be prepared in reasonable detail and, in the case of the annual and quarterly financial statements provided
in accordance with subsections (a) and (b) above, in accordance with GAAP applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial
statements on account of, a change in the application of accounting principles as provided in Section 1.3. 
  
 6.2 Certificates; Other Information. 
  
 The Borrower will furnish, or cause to be furnished, to the Administrative Agent for distribution to the Lenders: 
  
 (a) Officer’s Certificate. Concurrently with the delivery of the
financial statements referred to in Sections 6.1(a) and 6.1 (b) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge and belief, (i) the financial statements fairly
present in all material respects the financial condition of the parties covered by such financial statements, (ii) during such period the Borrower has observed or performed in all material respects its covenants and other agreements hereunder and
under the other Credit Documents, and satisfied in all material respects the conditions contained in this Credit Agreement to be observed, performed or satisfied by it (except to the extent waived in accordance with the provisions hereof) and (iii)
such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate. Such certificate shall include the calculations required to indicate compliance with Section 6.7. A form of
Officer’s Certificate is attached as Schedule 6.2(a). 
  
 (b) Public Information. Within thirty days after the same are sent, copies of all reports (other than those otherwise provided pursuant to Section 6.1 and other financial information which the Borrower sends to its public
stockholders, and within thirty days after the same are filed, copies of all financial statements and non-confidential reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous United
States Governmental Authority. 
  
 (c) Other Information.
Promptly, such additional financial and other information as the Administrative Agent, at the request of any Lender, may from time to time reasonably request, including, without limitation, any information requested pursuant to the Administrative
Agent’s or any Lender’s customer identification program or anti-money laundering program under the Bank Secrecy Act. 
  
 Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(b) (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have 

  

 41 








 
access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). 
  
 6.3 Notices. 
  
 The Borrower will give notice to the Administrative Agent (which shall
promptly transmit such notice to each Lender) of: 
  
 (a)
Defaults. Promptly (but in any event within three (3) Business Days) after knowledge thereof, the occurrence of any Default or Event of Default (without giving effect to any notice requirement from the Agent or any Lender). 
  
 (b) Legal Proceedings. Promptly following the receipt of written
notification relating thereto, any litigation or proceeding (including without limitation, any environmental proceeding) affecting the Borrower or its Subsidiaries which, if adversely determined, would reasonably be expected to have a Material
Adverse Effect. 
  
 Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower proposes to take with respect thereto. 
  
 6.4 Maintenance of Existence and Compliance with Law. 
  
 (a) The Borrower will preserve, renew and keep in full force and effect its corporate existence and take all reasonable
action to maintain all rights, privileges, licenses and franchises necessary or desirable in the normal conduct of its business. 
  
 (b) The Borrower will, and will cause its Subsidiaries to, (i) comply with all Requirements of Law (including, without limitation, all Environmental Laws
and ERISA matters) applicable to them except to the extent that failure to comply with all Requirements of Law would not, in the aggregate, have a Material Adverse Effect, and (ii) without limiting the generality of clause (i), comply in all
respects with all Requirements of Law in the use of proceeds of the Loans. 
  
 (c) The Borrower will, and will cause its Subsidiaries to, perform and satisfy its contractual obligations except to the extent that failure to perform and satisfy such obligations would not, in the aggregate, have a
Material Adverse Effect. 
  
 6.5 Maintenance of Property;
Insurance. The Borrower will, and will cause its Subsidiaries to, keep all material property necessary in its business in reasonably good working order and condition (ordinary wear and tear and obsolescence excepted); maintain with financially
sound and reputable insurance companies casualty, liability and such other insurance (which may include plans of self-insurance) with such coverage and deductibles, and in such amounts as may be consistent with prudent business practice; and furnish
to the Administrative Agent, upon written request, full information as to the insurance carried. 
  

 42 








 6.6 Inspection of Property; Books and Records; Discussions. 
  
 (a) The Borrower will, and will cause its Subsidiaries to, keep proper
corporate books and financial records in relation to its businesses and activities in conformity with GAAP and Requirements of Law. 
  
 (b) The Borrower will, and will cause its Subsidiaries to, permit, during regular business hours and upon reasonable notice by the Administrative Agent,
the Administrative Agent to visit and inspect any of its properties and examine and make abstracts (including photocopies) from any of its books and records (other than materials protected by the attorney-client, work product or other privilege and
materials which the Borrower and its Subsidiaries may not disclose without violation of a confidentiality obligation binding upon the Borrower or its Subsidiaries), and to discuss the business, operations, properties and financial and other
condition of the members of the Consolidated Group with officers and employees of the members of the Consolidated Group and with their independent certified public accountants. The cost of the inspection referred to in the preceding sentence shall
be for the account of the Lenders unless an Event of Default has occurred and is continuing, in which case the cost of such inspection shall be for the account of the Borrower. 
  
 6.7 Consolidated Funded Debt to Total Capitalization Ratio. The Consolidated Funded Debt to Total Capitalization
Ratio will not at any time exceed 50%. 
  
 6.8 Use of
Proceeds. The proceeds of the loans and extensions of credit hereunder will be used solely for the purposes provided in Section 5.10. 
  
 ARTICLE VII 
  
 NEGATIVE COVENANTS 
  
 The Borrower covenants and agrees that so long as this Credit Agreement is in effect and until all of the Revolving Commitments have been terminated, no Loans remain outstanding and all amounts owing hereunder or
under any other Credit Document or in connection herewith or therewith have been paid in full: 
  
 7.1 Funded Debt of Subsidiaries. The Borrower will not permit any Subsidiary (excluding any Joint Venture) to incur or permit to exist any Funded Debt, except (i) Funded Debt existing on the date hereof and set
forth on Schedule 7.1. and refundings and refinancings thereof, (ii) inter-company Funded Debt owed to the Borrower or other member of the Consolidated Group, (iii) Capital Lease obligations and purchase money indebtedness incurred in the
ordinary course of business, and refundings and refinancings thereof, and (iv) other Funded Debt of up to $200,000,000 in aggregate principal amount at time outstanding. 
  
 7.2 Negative Pledge. The Borrower will not, nor will it permit any Subsidiary to, contract, create, incur, assume or
permit to exist any Lien on any of its respective property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except: 
  
 (a) Liens existing on the date hereof and securing indebtedness outstanding on the date hereof, each of which is set forth
on Schedule 7.2(a); 
  

 43 








 (b) Liens securing inter-company indebtedness owed to members of the Consolidated Group other than Liens
securing inter-company indebtedness owed by the Borrower; 
  
 (c)
Liens on property and assets of any Person existing at the time such Person becomes a member of the Consolidated Group and not created in contemplation thereof, and provided that such Lien shall not extend to any other property of members of
the Consolidated Group; 
  
 (d) Liens on property or assets
securing indebtedness incurred or assumed for the purpose of financing all or any part of the costs of acquiring, improving or constructing such property or assets; provided that (i) with respect to real property (and personal property
constituting a part of a project which is the subject of an industrial revenue bond, private activity bond, solid waste disposal bond or similar financing), such Lien attaches concurrently with or within eighteen (18) months after the date of
acquisition, completion, construction or improvement (including without limitation liens in connection with industrial revenue bonds, private activity bonds, solid waste disposal bonds or other similar financing activity), (ii) with respect to
personal property (other than the personal property referenced in clause (i) hereof), such Lien attaches concurrently with or within six (6) months after the date of acquisition, and (iii) such Lien shall extend only to the property or asset
to be acquired or improved with such financing; 
  
 (e) Liens on
property and assets prior to the acquisition thereof and not created in contemplation thereof, provided that such Lien shall not extend to any other property of members of the Consolidated Group; 
  
 (f) Liens arising out of the refinancing, extension, renewal or refunding of
any indebtedness secured by a Lien permitted by any of the foregoing clauses of this Section, provided that (i) such indebtedness is not secured by any additional property or assets, and (ii) the amount of such indebtedness secured by such
Lien is not increased; 
  
 (g) Liens incidental to the conduct of
their business or the ownership of their assets that arise out of transactions involving the sale or purchase of goods or services on a consignment basis and that do not (i) secure Funded Debt or (ii) in the aggregate materially detract from the
value of the assets or materially impair the use thereof in the operation of business; 
  
 (h) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen, repairmen and landlords, and other similar Liens incurred in the ordinary course of business for sums not constituting
borrowed money that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);

  
 (i) Liens incurred in the ordinary course of business in
connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases,
government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; 
  

 44 








 (j) Liens for taxes, assessments or other governmental charges or statutory obligations that are not
delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); 
  
 (k) Liens on accounts and receivables established or arising in connection
with a securitization of such accounts or accounts receivable or a secured borrowing of money that requires the pledge of or a security interest in such accounts and receivables, provided that (i) such Lien encumbers only the accounts and
receivables which are the subject of the securitization, and (ii) in the case of a secured borrowing of money any such Lien shall at all times be confined solely to such accounts and receivables that are required to secure such borrowing; and

  
 (1) Liens not otherwise permitted by the foregoing clauses of
this Section securing Funded Debt (other than the loans and obligations owing hereunder) in an aggregate principal amount at any time outstanding not to exceed $100,000,000. 
  
 7.3 Consolidation. Merger and Sale of Assets. 
  
 (a) The Borrower will not enter into a transaction of merger or consolidation, or sell, lease or otherwise transfer all or
substantially all of its assets, except (i) the Borrower may enter into a transaction of merger or consolidation with any other Person so long as (A) such other Person is organized under the laws of the United States, Canada or Mexico or one of
their respective states or provinces, and (B) the Borrower is the surviving entity, and (C) no Default or Event of Default will exist immediately after giving effect thereto, and (ii) the Borrower may sell, lease or transfer assets to Subsidiaries.

  
 (b) The Borrower will not permit its Subsidiaries to enter
into a transaction of merger or consolidation, or sell, lease or otherwise transfer all or substantially all of their assets (taken as a group), except (i) a Subsidiary may enter into a transaction of merger or consolidation with the Borrower or any
other Subsidiary, or with any other Person so long as such (A) other Person is organized under the laws of the United States, Canada or Mexico or one of their respective states or provinces, and (B) the Borrower or a Subsidiary is the surviving
entity, and (C) no Default or Event of Default will exist immediately after giving effect thereto, and (ii) Subsidiaries may sell, lease or transfer assets to the Borrower or other Subsidiaries. 
  
 7.4 Transactions with Affiliates. The Borrower will not, and will not
permit its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any of its officers, directors or Affiliates other than on terms and conditions not less favorable as would be
obtainable in a comparable arm’s-length transaction with an unrelated party, except (i) transactions between and among the Borrower and its Subsidiaries not involving any other Affiliates, and (ii) transactions approved by a special committee
comprised of independent directors of the board of directors of the Borrower (all which approved related-party transactions will be disclosed in writing to the Administrative Agent and the Lenders). 
  
 7.5 Permitted Investments. The Borrower will not, and will not permit
its Subsidiaries to, make Investments, as a group, in Subsidiaries, joint ventures or other entities or 

  

 45 








 
enterprises that are organized outside the United States, Canada or Mexico or one of their respective states or provinces in an aggregate amount (based on
original investment or cost basis without regard to accumulated income or accretion in value apart therefrom) in excess of thirty-five percent (35%) of Consolidated Net Worth (calculated, at any time, in accordance with the last financial statements
delivered to the Administrative Agent pursuant to Section 6.1 prior to such determination). 
  
 7.6 Limitation on Certain Restrictions. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any restriction or encumbrance on (i) the ability of the Borrower and its Subsidiaries to perform and comply with their respective obligations under the Credit Documents or (ii) the
ability of any Subsidiary (other than any Joint Venture) to make any dividend payments or other distributions in respect of its capital stock, to repay indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the
Borrower or any other Subsidiary, or to transfer any of its assets or properties to the Borrower or any other Subsidiary, in each case other than such restrictions or encumbrances existing under or by reason of the Credit Documents or applicable
Requirements of Law. 
  
 ARTICLE VIII 
  
 EVENTS OF DEFAULT 
  
 8.1 Events of Default. 
  
 An Event of Default shall exist upon the occurrence of any of the following
specified events (each an “Event of Default”): 
  
 (a) the failure (i) to pay when due any principal of any Loan; or (ii) to pay within five (5) Business Days following receipt by the Borrower of notice that any interest, fees or other amounts owing hereunder or under any of the other
Credit Documents is due (provided that notice hereunder shall be deemed satisfied by any regular invoice or other similar payment correspondence and does not require any type of special notice of late payment); or 
  
 (b) any representation, warranty, certification or statement made or deemed
made by the Borrower herein or in any of the other Credit Documents, or in any statement or certificate delivered pursuant hereto or thereto, shall prove untrue or misleading in any material respect when made or deemed made; or 
  
 (c) the failure to observe or perform those covenants contained in
Sections 6.3(a), 6.4(a) (with respect to existence), 6.6(b), 6.7, 6.8 or in Article VII; or 
  
 (d) the failure to observe or perform any other covenants or agreements contained herein or in the other Credit Documents (other than those covered by the
foregoing clauses (a), (b) or (c) of this Section), and such failure shall continue unremedied for a period of thirty (30) days following the earlier of (i) first knowledge thereof by the Borrower and (ii) notice by the
Administrative Agent to the Borrower thereof; or 
  

 46 








 (e) with respect to Funded Debt of the Borrower and its wholly owned Subsidiaries (other than Funded Debt
hereunder) in excess of $75,000,000 in principal amount, (i) there shall occur a default in the payment of any principal or interest amount when due (beyond applicable grace or cure periods, if any) of any such Funded Debt, or (ii) the principal
amount of any such Funded Debt shall be declared due and payable or required to be repaid prior to its stated maturity, whether by acceleration, mandatory prepayment or otherwise; or 
  
 (f) the Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any 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, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally, or shall admit in writing its inability, to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or 
  
 (g) an involuntary case or other proceeding shall be commenced against the Borrower seeking liquidation, reorganization or
other relief with respect to it or its debts under any 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 sixty (60) days; or an order for relief shall be entered against the Borrower under the federal bankruptcy laws as now or
hereafter in effect; or 
  
 (h) one or more judgments or orders
for the payment of money in an aggregate amount in excess of $75,000,000 shall be rendered against the Borrower or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed or unbonded for a period of thirty (30) days; or

  
 (i) the Borrower or any member of the Controlled Group shall
fail to pay when due any amount in excess of $75,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to
be appointed to administer any such Plan or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within thirty (30) days
thereafter; or a condition of which the Borrower has knowledge shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan or Plans must be terminated; or 
  
 (j) a federal tax lien shall be filed against the Borrower under Section 6323
of the Code or a lien of the PBGC shall be filed against the Borrower or any Subsidiary under Section 4068 of ERISA and in either case such lien shall remain undischarged for a period of thirty (30) days after the date of filing; or 
  
 (k) (i) any Person or two or more Persons acting in concert shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of 15% or more 

  

 47 








 
of the outstanding shares of the voting stock of the Borrower; or (ii) as of any date a majority of the Board of Directors of the Borrower consists of
individuals who were not either (A) directors of the Borrower as of the corresponding date of the previous year, (B) selected or nominated to become directors by the Board of Directors of the Borrower of which a majority consisted of individuals
described in clause (A), or (C) selected or nominated to become directors by the Board of Directors of the Borrower of which a majority consisted of individuals described in clause (A) and individuals described in clause (B); or

  
 (1) the occurrence of an Event of Default under the Multi-Year
Credit Agreement (as defined therein). 
  
 8.2 Acceleration;
Remedies. 
  
 Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, or upon the request and direction of the Required Lenders shall, by written notice to the Borrower take any or any combinations of the following actions: 
  
 (a) Termination of the Revolving Commitments. Declare
the Revolving Commitments terminated whereupon the Revolving Commitments shall be immediately terminated. 
  
 (b) Acceleration. Declare the unpaid principal of and any accrued interest in respect of all Loans and any and all other
indebtedness or obligations of any and every kind owing by the Borrower to the Administrative Agent and/or any of the Lenders hereunder to be due, whereupon the same shall be immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower. 
  
 (c) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, whether at law or in equity. 
  
 Notwithstanding the foregoing, if an Event of Default specified in Section 8.1(f) or (g) shall occur, then the Revolving
Commitments shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid Fees, and other indebtedness or obligations owing to the Administrative Agent and/or any of the Lenders hereunder automatically
shall immediately become due and payable without presentment, demand, protest or the giving of any notice or other action by the Administrative Agent or the Lenders, all of which are hereby waived by the Borrower. 
  
 ARTICLE IX 
  
 AGENCY PROVISIONS 
  
 9.1 Appointment. Each Lender hereby designates and appoints Bank of
America as administrative agent of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby authorizes the Administrative Agent as the Administrative Agent for such Lender, to take such action on its
behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are 

  

 48 








 
expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender
further directs and authorizes the Administrative Agent to execute releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents. Notwithstanding any provision to the contrary elsewhere
herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for
the benefit of the Administrative Agent and the Lenders and the Borrower shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents,
the Administrative Agent shall act solely as Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its affiliates.

  
 9.2 Delegation of Duties. The Administrative Agent may
execute any of its duties hereunder or under the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. 
  
 9.3 Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be
(i) liable for any action lawfully taken or omitted to be taken by it or such Person in good faith under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or
willful misconduct), or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report,
document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or
sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness,
validity, enforceability, collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or
oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to
the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of
the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its affiliates. 
  
 9.4 Reliance on Communications. The Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, 

  

 49 








 
order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and
upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat
the Lenders as the owners of their respective interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 10.3(b)
hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section
10.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns). 
  
 9.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default hereunder, except with respect to defaults on payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent has received notice
from a Lender or the Borrower referring to the Credit Document, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders. 
  
 9.6 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender expressly acknowledges that each of the Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Administrative Agent or
any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower or any of its affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into
the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower or its affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also
represents that it will, independently and without reliance upon the Administrative Agent 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 analysis, appraisals
and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower and its affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent 

  

 50 








 
hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the
business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower or any of its affiliates which may come into the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates. 
  
 9.7
Indemnification. The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their
respective Revolving Commitment (or if the Revolving Commitments have expired or been terminated, in accordance with the respective principal amounts of outstanding Loans and Participation Interests of the Lenders), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at anytime (including without limitation at any time following the final payment of all of the
obligations of the Borrower hereunder and under the other Credit Documents) be imposed on, incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising out of this Credit Agreement or the other
Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section shall survive the repayment of the Loans and other obligations under the Credit Documents and the
termination of the Revolving Commitments hereunder. 
  
 9.8
Administrative Agent in its Individual Capacity. The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower, its Subsidiaries or their affiliates as
though the Administrative Agent were not the Administrative Agent hereunder. With respect to the Loans made by the Administrative Agent hereunder and all obligations of the Borrower hereunder and under the other Credit Documents, the Administrative
Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative
Agent in its individual capacity. 
  
 9.9 Successor
Administrative Agent. The Administrative Agent may, at any time, resign upon 20 Business Days’ written notice to the Lenders and the Borrower, and may be removed, upon show of cause, by the Required Lenders upon 30 days’ written notice
to the Administrative Agent. Upon any such resignation or removal, the Required Lenders and the Borrower shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation or notice of removal, as appropriate, then the retiring Administrative Agent shall select a successor Administrative Agent provided such
successor is a Lender hereunder or a commercial bank organized under the laws of 

  

 51 








 
the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 9.9 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. 
  
 9.10 Arrangers and Book Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Credit Agreement or
the other Credit Documents as a “Sole Book Manager” or “Sole Lead Arranger” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement and the other Credit Documents other than, in the
case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges
that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Credit Agreement or in taking or not taking action hereunder. 
  
 ARTICLE X 
  
 MISCELLANEOUS 
  
 10.1 Notices. Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective
(i) when delivered, (ii) when transmitted via telecopy (or other facsimile device) to the number set out below, (iii) the day following the day on which the same has been delivered prepaid to a reputable national overnight air courier service, or
(iv) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address set forth on Schedule 10.1, or at such other address as such party
may specify by written notice to the other parties hereto. 
  
 10.2 Right of Set-Off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default, each Lender is authorized at
any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other
indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of the
Borrower to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or
unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Any Person purchasing a participation
in the Loans and Revolving Commitments hereunder pursuant to Section 3.16 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. 

 

 52 








 10.3 Benefit of Agreement. 
  
 (a) Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and assigns of the parties hereto; provided that the Borrower may neither assign nor transfer any of its interests without prior written consent of the Lenders; provided further that the rights of each
Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 10.3, provided however that nothing herein shall prevent or prohibit any Lender from (i)
pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or (ii) granting assignments or selling participations in such Lender’s Loans and/or Revolving Commitment
hereunder to its parent company and/or to any affiliate or Subsidiary of such Lender. 
  
 (b) Assignments. Each Lender may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or
any affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Administrative
Agent (such consent shall not be unreasonably withheld or delayed) and, so long as no Default or Event of Default has occurred and is continuing, with the approval of the Borrower (which approval shall not be unreasonably withheld or delayed);
provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Revolving Commitments being assigned by such Lender) of the
Revolving Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment (other than Competitive Loans) shall be of a constant, not varying, percentage of all such Lender’s rights and obligations under this
Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after
the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice
to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided
herein), the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent
of the Loans and Revolving Commitments components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the
amount of their respective interests substantially in the form of the original Note. By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder
shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim;
(ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit
Agreement, any of the other Credit 

  

 53 








 
Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or
observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is
legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender 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 this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative
Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender
(including without limitation the requirements of Section 3.13). 
  
 (c) Maintenance of Register. The Administrative Agent shall maintain at one of its offices in Charlotte, North Carolina a copy of each Lender assignment agreement delivered to it in accordance with the terms of subsection (b)
above and a register for the recordation of the identity of the principal amount, type and Interest Period of each Loan outstanding hereunder, the names, addresses and the Revolving Commitments of the Lenders pursuant to the terms hereof from time
to time (the “Register”). The Administrative Agent will make diligent efforts to maintain the accuracy of the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be
conclusive in the absence of manifest error and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit
Agreement. The Register shall be available for inspection by the Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice. 
  
 (d) Participations. Each Lender may sell, transfer, grant or assign participations in all or any part of such
Lender’s interests and/or obligations hereunder; provided that (i) such selling Lender shall remain a “Lender” for all purposes under this Credit Agreement (such selling Lender’s obligations under the Credit Documents
remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to
the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or Fees in respect of any Loans in which the participant is participating, (B) postpone the date fixed for any payment of principal (including extension
of the Termination Date or the date of any mandatory prepayment), interest or Fees in which the participant is participating, or (C) increase the dollar amount of such participant’s participation over the dollar amount thereof in effect (it
being understood and agreed that a waiver of any Default or Event of 

  

 54 








 
Default or mandatory reduction in the participation amount (through a reduction in the Revolving Commitments or otherwise) shall not constitute a change in
the terms of the participation amount of any participant), and (iii) sub-participations by the participant (except to an affiliate, parent company or affiliate of a parent company of the participant) shall be prohibited. In the case of any such
participation, the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant’s rights against the selling Lender in respect of such participation to be those set forth in the participation
agreement with such Lender creating such participation) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, provided, however, that such participant shall be entitled to
receive additional amounts under Sections 3.6, 3.7, 3.9, 3.10, 3.13 and 3.14 on the same basis as if it were a Lender (but in no event shall such additional amounts exceed the amount which would have been
payable to the relevant Lender in the absence of such participation, and subject to limitations on such participant comparable to those contained in Section 3.12 with respect to Requesting Lenders). 
  
 10.4 No Waiver; Remedies Cumulative. No failure or delay on the part
of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Administrative Agent or any Lender and the Borrower shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on the Borrower shall entitle the Borrower to
any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand. 
  
 10.5 Costs and Expenses. The Borrower agrees to: (i) pay all
reasonable out-of-pocket costs and expenses (A) of the Administrative Agent in connection with the negotiation, preparation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and
instruments referred to herein and therein (including, without limitation, the reasonable fees and expenses of Helms Mulliss & Wicker, PLLC, special counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and
thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrower under this Credit Agreement, provided,
however, the Borrower’s obligations under this subsection (A) shall be limited to those of one law firm, and (B) of the Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents
and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and each of the Lenders); (ii) pay and hold each of the
Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any
delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) reimburse each Lender and Agent, and their respective officers, directors, employees, representatives, from and hold each of them harmless against
any and all losses, 

  

 55 








 
liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of any
investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder
or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding
(but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). 
  
 10.6 Amendments; Waivers and Consents. Neither this Credit Agreement
nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by,
the Required Lenders and the Borrower, provided, however, that: 
  
 (a) the consent of each Lender affected thereby is required to: 
  
 (i) extend the final maturity of any Loan or any Revolving Commitment, or any portion thereof, or extend or waive any principal
amortization payment of any Loan, or any portion thereof, or waive application of any mandatory prepayment; 
  
 (ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any increase in
interest rates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or Fees hereunder; 
  
 (iii) reduce or waive the principal amount of any Loan; 
  
 (iv) increase the Revolving Commitment of a Lender over the
amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the Revolving Commitments shall not constitute a change in the terms of any Revolving Commitment of any Lender);

  
 (v) except as the result of or in connection
with a dissolution, merger or disposition of a Subsidiary permitted under Section 7.3, release the Borrower from its obligations under the Credit Documents; 
  
 (vi) amend, modify or waive any provision of this Section 10.6 or Sections 3.6, 3.7,
3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 8.1(a), 10.2, 10.3, 10.5, or 10.9; 
  
 (vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders;

  
 (viii) expand or otherwise add any new
currency to the definition of Available Foreign Currency; or 
  

 56 








 (ix) consent to the assignment or transfer by the Borrower of any of its rights and
obligations under (or in respect of) the Credit Documents except as permitted thereby; and 
  
 (b) without the consent of the Administrative Agent, no provision of Article IX may be amended. 
  
 Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote
as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the United States Bankruptcy Code supersedes the unanimous consent provisions set forth
herein and (y) the Required Lenders may consent to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. 
  
 10.7 Counterparts. This Credit Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such counterpart. 
  
 10.8 Headings. The headings of the Sections and subsections hereof are
provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement. 
  
 10.9 Survival. All indemnities set forth herein, including, without limitation, in Sections 3.10, 3.13, 3.14, 9.7 and
10.5 shall survive the execution and delivery of this Credit Agreement, the making of the Loans, the repayment of the Loans and other obligations under the Credit Documents and the termination of the Revolving Commitments hereunder, and all
representations and warranties made by the Borrower herein shall survive delivery of the Notes and the making of the Loans hereunder. 
  
 10.10 Governing Law; Submission to Jurisdiction; Venue. 
  
 (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document shall be brought in the state or federal courts in the City of
Charlotte, State of North Carolina and, by execution and delivery of this Credit Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts.
The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address set
out for notices pursuant to Section 10.1, such service to become effective five (5) days after such mailing. Nothing herein shall affect the right of the Administrative Agent to serve process in any other manner permitted by law or to
commence legal proceedings or to otherwise proceed against the Borrower in any other jurisdiction. 
  

 57 








 (b) The Borrower hereby irrevocably waives any objection which it may now or hereafter have to the laying
of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Credit Agreement or any other Credit Document brought in the courts referred to in subsection (a) hereof and hereby further irrevocably waives
and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 
  
 (c) TO THE EXTENT PERMITTED BY LAW, EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 
  
 10.11 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information maybe disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent requested by any regulatory authority; (iii) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process; (iv) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Credit Agreement or the enforcement of rights hereunder; (v) subject
to an agreement containing provisions substantially the same as those of this Section 10.11. to (A) any assignee or participant, or any prospective assignee or participant, any of its rights or obligations under this Credit Agreement, subject
to the terms of Section 10.3, or (B) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative
transaction relating to the Loans; (vi) with the consent of the Borrower; (vii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 10.11 or (B) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower and its Subsidiaries; (viii) to the National Association of Insurance Commissioners or any other similar organization or any nationally recognized
rating agency that requires access to information about a Lender’s or its Affiliates’ investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates; or (ix) credit reporting activities pursuant to
credit reporting laws, rules and regulations. For the purposes of this Section, “Information” means all information received from the Borrower or its Subsidiaries relating to the Borrower and its Subsidiaries or their business,
other than any such information that is available to the Administrative Agent or any Lender on a non confidential basis prior to disclosure by the Borrower and its Subsidiaries. 
  
 10.12 Severability. If any provision of any of the Credit Documents is determined to be illegal, invalid or
unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 
  
 10.13 Entirety. This Credit Agreement together with the other Credit
Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior 

  

 58 








 
agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein. 
  
 10.14 Binding
Effect; Termination. 
  
 (a) This Credit Agreement shall
become effective at such time on or after the Effective Date when it shall have been executed by the Borrower and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken
together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns. 
  
 (b) The term of this Credit Agreement shall be until no Loans or any other
amounts payable hereunder or under any of the other Credit Documents shall remain outstanding and until the Revolving Commitments hereunder shall have expired or been terminated. 
  
 10.15 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum
due hereunder or under any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with
such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Credit Documents
shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in
accordance with normal banking procedures 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 Administrative Agent or such Lender in the
Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of the
Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or such Lender in such currency, the Administrative Agent or such Lender agrees to return the amount of any excess to the Borrower (or to any other
Person who may be entitled thereto under applicable law). 
  
 10.16 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the 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 Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. 
  

 59 








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

			
	NUCOR CORPORATION
		
	By:	 	


	 Name:
	 	 Daniel R. DiMicco

	 Title:
	 	 Vice Chairman, President & Chief
Executive Officer



  

 Nucor Corporation 364-Day Revolving Credit Agreement 
 Signature page 1 









			
	BANK OF AMERICA, N.A., as Administrative
Agent
		
	By:	 	


	 Name:
	 	 Mollie S. Canup

	 Title:
	 	 Vice President



  

 Nucor Corporation 364-Day Revolving Credit Agreement 
 Signature Page 2 









			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	


	 Name:
	 	 Douglas J. Bolt

	 Title:
	 	 Vice President



  

 Nucor Corporation 364-Day Revolving Credit Agreement 
 Signature Page 3 









			
	CIBC INC., as a Lender
		
	By:	 	


	 Name:
	 	 Dominic J. Sorresso

	 Title:
	 	 Executive Director

	 CIBC World Markets Corp., as Agent



  

 Nucor Corporation 364-Day Revolving Credit Agreement 
 Signature Page 4 









			
	JPMORGAN CHASE BANK, as a Lender
		
	By:	 	


	 Name:
	 	 Peter S. Predun

	 Title:
	 	 Vice President



  

 Nucor Corporation 364-Day Revolving Credit Agreement 
 Signature Page 5 









			
	THE BANK OF NEW YORK, as a Lender
		
	By:	 	


	 Name:
	 	 David C. Siegel

	 Title:
	 	 Vice President



  

 Nucor Corporation 364-Day Revolving Credit Agreement 
 Signature Page 6 









			
	THE NORTHERN TRUST COMPANY, as a
Lender
		
	By:	 	


	 Name:
	 	 John Konstantos

	 Title:
	 	 Vice President



  

 Nucor Corporation 364-Day Revolving Credit Agreement 
 Signature Page 7 









			
	WACHOVIA BANK, NATIONAL
ASSOCIATION, as a Lender
		
	By:	 	


	 Name:
	 	 Jorge A. Gonzalez

	 Title:
	 	 Managing Director



  

 Nucor Corporation 364-Day Revolving Credit Agreement 
 Signature Page 8