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EXHIBIT 10.4  


[Execution Copy] 







LENDERS Party Hereto BANK OF AMERICA, N.A., BANK ONE, N.A. and CITIBANK, N.A., as Syndication Agents, J.P. MORGAN
SECURITIES INC., as Sole Lead Arranger and Sole Bookrunner and JPMORGAN CHASE BANK, as Administrative Agent $800,000,000  


THREE-YEAR CREDIT AGREEMENT
  dated as of

August 12, 2002

between
  WASHINGTON MUTUAL, INC. and

WASHINGTON MUTUAL FINANCE CORPORATION,
  as Borrowers  


 The LENDERS Party Hereto  


BANK OF AMERICA, N.A.,

BANK ONE, N.A. and

CITIBANK, N.A.,
  as Syndication Agents,  


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


 and  


JPMORGAN CHASE BANK,
  as Administrative Agent  


$800,000,000  










   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	



ARTICLE I



DEFINITIONS
	

SECTION 1.01.	
 	

Defined Terms	
 	

1
	SECTION 1.02.	 	Classification of Loans and Borrowings	 	14
	SECTION 1.03.	 	Terms Generally	 	14
	SECTION 1.04.	 	Accounting Terms; GAAP	 	14
	



ARTICLE II



THE CREDITS
	

SECTION 2.01.	
 	

The Commitments	
 	

14
	SECTION 2.02.	 	Loans and Borrowings.	 	15
	SECTION 2.03.	 	Requests for Syndicated Borrowings	 	15
	SECTION 2.04.	 	Competitive Bid Procedure.	 	16
	SECTION 2.05.	 	Swingline Loans.	 	18
	SECTION 2.06.	 	Funding of Borrowings.	 	19
	SECTION 2.07.	 	Interest Elections.	 	20
	SECTION 2.08.	 	Termination and Reduction of the Commitments.	 	21
	SECTION 2.09.	 	Repayment of Loans; Evidence of Debt.	 	21
	SECTION 2.10.	 	Prepayment of Loans.	 	22
	SECTION 2.11.	 	Fees.	 	23
	SECTION 2.12.	 	Interest.	 	24
	SECTION 2.13.	 	Alternate Rate of Interest	 	24
	SECTION 2.14.	 	Increased Costs.	 	25
	SECTION 2.15.	 	Break Funding Payments	 	26
	SECTION 2.16.	 	Taxes.	 	26
	SECTION 2.17.	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs.	 	27
	SECTION 2.18.	 	Mitigation Obligations; Replacement of Lenders.	 	28
	



ARTICLE III



REPRESENTATIONS AND WARRANTIES
	

SECTION 3.01.	
 	

Organization; Powers	
 	

29
	SECTION 3.02.	 	Authorization; Enforceability	 	29
	SECTION 3.03.	 	Governmental Approvals; No Conflicts	 	29
	SECTION 3.04.	 	Financial Condition; No Material Adverse Change.	 	30
	SECTION 3.05.	 	Properties.	 	30
	SECTION 3.06.	 	Litigation and Environmental Matters.	 	30
	SECTION 3.07.	 	Compliance with Laws and Agreements	 	30
	SECTION 3.08.	 	Investment and Holding Company Status	 	31
	SECTION 3.09.	 	Taxes	 	31
	SECTION 3.10.	 	ERISA	 	31
	SECTION 3.11.	 	Disclosure	 	31
	SECTION 3.12.	 	Use of Credit	 	31
	SECTION 3.13.	 	Material Agreements and Liens.	 	31



i





 

	SECTION 3.14.	 	Subsidiaries.	 	32
	



ARTICLE IV



CONDITIONS
	

SECTION 4.01.	
 	

Effective Date	
 	

32
	SECTION 4.02.	 	Each Credit Event	 	33
	



ARTICLE V



AFFIRMATIVE COVENANTS
	

SECTION 5.01.	
 	

Financial Statements and Other Information	
 	

34
	SECTION 5.02.	 	Notices of Material Events	 	35
	SECTION 5.03.	 	Existence; Conduct of Business	 	35
	SECTION 5.04.	 	Payment of Obligations	 	35
	SECTION 5.05.	 	Maintenance of Properties; Insurance	 	36
	SECTION 5.06.	 	Books and Records; Inspection Rights	 	36
	SECTION 5.07.	 	Compliance with Laws	 	36
	SECTION 5.08.	 	Use of Proceeds	 	36
	



ARTICLE VI



NEGATIVE COVENANTS
	

SECTION 6.01.	
 	

Liens	
 	

36
	SECTION 6.02.	 	Fundamental Changes.	 	37
	SECTION 6.03.	 	Certain Restrictions on Subsidiaries	 	38
	SECTION 6.04.	 	Certain Financial Covenants.	 	38
	SECTION 6.05.	 	Insured Subsidiary Capital	 	39
	SECTION 6.06.	 	Payment of Dividends	 	39
	



        ARTICLE VII



        EVENTS OF DEFAULT	

 	



39
	



ARTICLE VIII



AGENTS
	

SECTION 8.01	
 	

Administrative Agent.	
 	

41
	SECTION 8.02	 	Syndication Agents	 	43
	



ARTICLE IX



MISCELLANEOUS
	

SECTION 9.01.	
 	

Notices	
 	

43
	SECTION 9.02.	 	Waivers; Amendments.	 	44
	SECTION 9.03.	 	Expenses; Indemnity; Damage Waiver.	 	45
	SECTION 9.04.	 	Successors and Assigns.	 	46
	SECTION 9.05.	 	Survival	 	50
	SECTION 9.06.	 	Counterparts; Integration; Effectiveness	 	50
	SECTION 9.07.	 	Severability	 	50



ii





 

	SECTION 9.08.	 	Right of Setoff	 	50
	SECTION 9.09.	 	Governing Law; Jurisdiction; Etc.	 	51
	SECTION 9.10.	 	WAIVER OF JURY TRIAL	 	51
	SECTION 9.11.	 	Headings	 	51
	SECTION 9.12.	 	Treatment of Certain Information; Confidentiality.	 	51





	Schedule I	 	—	 	Commitments
	Schedule II	 	—	 	Material Agreements and Liens
	Schedule III	 	—	 	Litigation
	Schedule IV	 	—	 	Environmental Matters
	Schedule V	 	—	 	Subsidiaries
	

Exhibit A	
 	

—	
 	

Form of Assignment and Acceptance
	Exhibit B	 	—	 	Form of Opinion of Counsel to the Borrowers
	Exhibit C	 	—	 	Form of Opinion of Special New York Counsel to JPMorgan




iii








        THREE-YEAR CREDIT AGREEMENT dated as of August 12, 2002 between WASHINGTON MUTUAL, INC. ("WAMU"), and WASHINGTON
MUTUAL FINANCE CORPORATION ("Finance"; each of WAMU and Finance is herein referred to as a "Borrower"
and, collectively, as the "Borrowers"), the LENDERS party hereto, and JPMORGAN CHASE BANK, as Administrative Agent. 



        The
Borrowers have requested that the Lenders (as so defined) make loans to them in an aggregate principal amount not exceeding $800,000,000 at any one time outstanding. The Lenders are
prepared to make such loans upon the terms and conditions hereof, and, accordingly, the parties hereto agree as follows: 


ARTICLE I

DEFINITIONS  


        SECTION
1.01.    Defined Terms.    As used in this Agreement, the following terms have the meanings specified below: 



        "ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate. 


        "Acquisition" shall mean any transaction, or any series of related transactions, consummated after the date of this Agreement, by which
WAMU and/or one or more of its Subsidiaries (in one transaction or as the most recent transaction in a series of related transactions) (a) acquires any going business or all or substantially
all of the assets of any Person (or division or operating unit thereof), whether through purchase of assets, merger or otherwise or, (b) directly or indirectly acquires control of securities or
other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests of
any corporation, limited liability company, partnership, association or other entity. 


        "Adjusted LIBO Rate" means, for the Interest Period for any Eurodollar Borrowing, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate for such Interest Period. 


        "Administrative Agent" means JPMorgan, in its capacity as administrative agent for the Lenders hereunder. 


        "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent. 


        "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified. 



        "Alternate Base Rate" means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and
(b) the sum of (i) Federal Funds Effective Rate for such day and (ii) 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be. 


        "Applicable Percentage" means, with respect to any Lender, the percentage of the total Commitments represented by such Lender's
Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the aggregate principal amount of the Syndicated Loans held by the Lenders or, if
no Syndicated Loans are outstanding and in the case of determining such Lender's Swingline Exposure, the Commitments most recently in effect, giving effect to any assignments. 


        "Applicable Rate" means, for any day, with respect to any ABR Loan (including any Swingline Loan), zero, or with respect to any Syndicated
Eurodollar Loan, or with respect to the facility fees or 





 




utilization fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption, "Eurodollar Spread", "Facility Fee Rate" or "Utilization Fee Rate",
respectively, based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt: 



	 
	 	 
	 	 
	 	 
	 	Utilization Fee Rate
	 
	 
	 	Index Debt

Ratings

(S&P/Moody's)
	 	Eurodollar

Spread
	 	Facility Fee

Rate
	 	if 3 33% and

£ 67%

Utilization
	 	if > 67%

Utilization
	 
	Category 1	 	3A/A2	 	.210	%	.090	%	.125	%	.150	%
	Category 2	 	A-/A3	 	.250	%	.100	%	.125	%	.150	%
	Category 3	 	BBB+/Baa1	 	.375	%	.125	%	.125	%	.150	%
	Category 4	 	BBB/Baa2	 	.600	%	.150	%	.125	%	.250	%
	Category 5	 	£BBB-/Baa3	 	.775	%	.225	%	.125	%	.250	%





        For
purposes of the foregoing, "Utilization" means, at any time, the result (expressed as a percentage) obtained by dividing
(a) the sum at such time of the aggregate outstanding principal amount of the Loans made to both Borrowers hereunder by (b) the aggregate outstanding Commitments. 


        For
purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt of a Borrower (other than by reason of the circumstances referred
to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating for the Index Debt of such Borrower in Category 5; and (ii) if the
ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change
shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of
such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to
be in the business of rating corporate debt obligations, the Borrowers and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior
to such change or cessation. 


        Subject
to the foregoing, 



        (a)  with
respect to any facility fees payable under Section 2.11(a) the Applicable Rate shall be determined by reference to the higher Index Debt rating assigned by
Moody's and S&P to the Borrower with the lower overall Index Debt rating assigned by Moody's and S&P; provided that if there shall be a difference of
two or more rating categories between the ratings assigned by Moody's and S&P to the Index Debt of the Borrower by reference to whose Index Debt the Applicable Rate is to be determined, such
Applicable Rate shall be determined by reference to the Index Debt rating that is one category lower than the higher of the two Index Debt ratings assigned by Moody's and S&P; and 


        (b)  with
respect to any utilization fees payable by a Borrower under Section 2.11(b) and any Syndicated Eurodollar Loan made to such Borrower, the Applicable Rate
shall be determined by reference to the higher Index Debt rating assigned by Moody's and S&P to such Borrower; provided that if there shall be a
difference of two or more rating categories between the ratings assigned by Moody's and S&P to the Index Debt of such Borrower, such Applicable Rate shall be determined by reference to the Index Debt
rating that is one category lower than the higher of the two Index Debt ratings assigned by Moody's and S&P. 



2





 





        "Assessment Rate" means, for any day, the annual assessment rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory
subgroup "B" (or a comparable successor risk classification) within the meaning of 12 C.F.R. Part 327 (or any successor provision) to the Federal Deposit Insurance Corporation for
insurance by such Corporation of time deposits made in Dollars at the offices of such member in the United States of America; provided that if, as a
result of any change in any law, rule or regulation, it is no longer possible to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual rate as shall be determined
by the Administrative Agent to be representative of the cost of such insurance to the Lenders. 


        "Asset Securitization" shall mean either of the following types of transactions, whether on a full recourse, limited recourse or
non-recourse basis: (a) a public or private transfer of installment receivables, credit card receivables, lease receivables or any other type of secured or unsecured financial
assets which transfer is recorded as a sale on the books of the transferor according to GAAP as of the date of such transfer, or (b) transfer of installment receivables, credit card
receivables, lease receivables or other financial assets to a bankruptcy-remote special purpose entity owned by the transferor, or owned by a parent or Subsidiary of the transferor, which transfer
shall be a legal sale and a sale on the books of the transferor for GAAP purposes, with a subsequent granting of an undivided interest in the pool of financial assets held by the special purpose
entity to one or more single or multi-seller commercial paper conduits, and accompanying liquidity bank or banks, which subsequent transfer of interest shall be treated as a financing for GAAP
purposes. 


        "Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party
whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. 


        "Availability Period" means the period from and including the Effective Date to and including the Commitment Termination Date. 


        "Bank Regulatory Authority" means the Board, the Comptroller of the Currency, the Federal Deposit Insurance Corporation and all other
relevant bank regulatory authorities (including relevant state bank regulatory authorities). 


        "Board" means the Board of Governors of the Federal Reserve System of the United States of America. 


        "Borrowers" means collectively, Finance and WAMU. 


        "Borrowing" means (a) all ABR Loans made to, or converted or continued by, a Borrower on the same date, (b) all Syndicated
Eurodollar Loans or Competitive Loans made to a Borrower of the same Class and Type that have the same Interest Period (or any single Competitive Loan made to such Borrower
that does not have the same Interest Period as any other Competitive Loan of the same Type) or (c) a Swingline Loan. For purposes hereof, the date of a Syndicated Borrowing comprising one or
more Loans that have been converted or continued shall be the effective date of the most recent conversion or continuation of such Loan or Loans. 


        "Borrowing Request" means a request by a Borrower for a Syndicated Borrowing in accordance with Section 2.03. 



        "Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or
required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on
which banks are not open for dealings in Dollar deposits in the London interbank market. 


3





 



        "Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of
such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 


        "Change in Control" shall mean (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of shares representing more than 25% of the aggregate ordinary
voting power represented by the issued and outstanding capital stock of WAMU; (b) during any period of 25 consecutive calendar months, a majority of the Board of Directors of WAMU ceasing to be
composed of individuals (i) who were members of said Board on the first day of such period, (ii) whose election or nomination to said Board was approved by individuals referred to in
clause (i) above constituting at the time of such election or nomination at least a majority of said Board or (iii) whose election or nomination to said Board was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of said Board; (c) the acquisition by any Person or group of
direct or indirect possession of the power to direct or cause to direct the management or policies of WAMU, whether through the ability to exercise voting power, by contract or otherwise; or
(d) the failure of WAMU to own at least 80% of the outstanding capital stock of Finance. 


        "Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in
any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of
Section 2.14(b), by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement. 


        "Class", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are
Syndicated Loans, Competitive Loans or Swingline Loans. 


        "CLO" means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or
otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender. 


        "Code" means the Internal Revenue Code of 1986, as amended from time to time. 


        "Commitments" means with respect to each Lender, the obligation of such Lender to make Syndicated Loans pursuant to Section 2.01
and to acquire participations in Swingline Loans pursuant to Section 2.05(c), as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and
(b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment is set forth on
Schedule I, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed such Commitment, as applicable. The initial aggregate amount of the Commitments shall be
$800,000,000. 


        "Commitment Termination Date" means August 12, 2005. 


        "Competitive", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are
made pursuant to Section 2.04. 


        "Competitive Bid" means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04. 


        "Competitive Bid Rate" means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender
making such Competitive Bid. 


4





 



        "Competitive Bid Request" means a request by a Borrower for Competitive Bids in accordance with Section 2.04. 


        "Consolidated Assets" shall mean, at any date, the amount at which the assets of WAMU and its Subsidiaries are or should be shown on a
consolidated statement of financial position prepared in accordance with GAAP as at such date. 


        "Consolidated Equity" shall mean, at any date, the amount of stockholders' equity of WAMU and its Subsidiaries determined on a
consolidated basis without duplication in accordance with GAAP (and, for the purposes of Section 6.04 only, shall include Special Preferred Equity Securities, but only to the extent that such
Special Preferred Equity Securities could be treated as Tier 1 capital of WAMU if WAMU were a bank holding company subject to regulation by the Board). 


        "Consolidated Loans Held in Portfolio" means, at any date, the aggregate amount of "loans held in portfolio" as are or should be shown on
a consolidated statement of financial position of WAMU and its Subsidiaries prepared in accordance with GAAP as at such date. 



        "Consolidated Subsidiary" means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of
Finance in its consolidated financial statements as of such date. 


        "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. 



        "Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless
cured or waived, become an Event of Default. 


        "Disclosed Matters" means the actions, suits and proceedings disclosed in Schedule III and the environmental matters disclosed in
Schedule IV. 


        "Dollars" or "$" refers to lawful money of the United States of America. 



        "Double Leverage Ratio" means, at any date, the ratio of (a) the sum of (i) the aggregate book value of the Investments of
WAMU in the capital notes and stock of its Subsidiaries as at such date plus (ii) the aggregate amount of intangibles (including purchased
mortgage servicing rights and purchased credit card relationships) of the Subsidiaries of WAMU as at such date to (b) Consolidated Equity as at such date. 


        "Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with
Section 9.02). 


        "Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or
threatened release of any Hazardous Material or to health and safety matters. 


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


5





 



        "Equity Rights" means, with respect to any Person, any subscriptions, options, warrants, commitments, preemptive rights or agreements of
any kind (including any shareholders' or voting trust agreements) for the issuance, sale, registration or voting of, or securities convertible into, any additional shares of capital stock of any
class, or partnership or other ownership interests of any type in, such Person. 


        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. 



        "ERISA Affiliate" means, with respect to a Borrower, any trade or business (whether or not incorporated) that, together with such
Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated
as a single employer under Section 414 of the Code. 


        "ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA
of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by either Borrower or any of their respective ERISA Affiliates of any liability under
Title IV of ERISA with respect to the
termination of any Plan; (e) the distribution of or receipt by either Borrower or any of their respective ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan or the institution of proceedings by from the PBGC or a plan administrator in relation to the foregoing;
(f) the incurrence by either Borrower or any of their respective ERISA Affiliates of any liability (including the obligation to satisfy secondary liability as a result of a purchaser default)
with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by either Borrower or any of their respective ERISA Affiliates of any notice, or the
receipt by any Multiemployer Plan from either Borrower or any of their respective ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the institution of a proceeding by a fiduciary of any Multiemployer
Plan against either Borrower or any of their respective ERISA Affiliates to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; or (i) the adoption of
an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such
Plan is a part if either Borrower or any of their respective ERISA Affiliates fails to timely provide security to the Plan in accordance with the provisions of said Sections. 


        "Eurodollar", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are
bearing interest at a rate determined by reference to (a) in the case of a Syndicated Loan or Borrowing, the Adjusted LIBO Rate, or (b) in the case of a Competitive Loan or Borrowing,
the LIBO Rate. 


        "Event of Default" has the meaning assigned to such term in Article VII. 



        "Excluded Taxes" means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of either Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under
the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such Borrower is located and (c) in the case of a Foreign Lender (other than
an assignee pursuant to a request by such Borrower under Section 2.18(b)), any withholding tax 


6





 




that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or is attributable to such Foreign Lender's failure or inability to comply
with Section 2.16(e), except to the extent that such Foreign Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from such Borrower with respect to
such withholding tax pursuant to Section 2.16(a). 


        "Existing Credit Facilities" means, collectively, (a) the Four-Year Credit Agreement dated as of August 11, 1999
between WAMU, Finance (formerly known as Aristar, Inc.), the lenders party thereto and JPMorgan (formerly known as The Chase Manhattan Bank), as administrative agent for such lenders, as
heretofore amended and (b) the 364-Day Second Amended and Restated Credit Agreement dated as
of August 9, 2001 between WAMU, Finance, the lenders party thereto and JPMorgan (formerly known as The Chase Manhattan Bank), as administrative agent for such lenders, as heretofore amended. 



        "Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100
of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. 



        "Finance" means Washington Mutual Finance Corporation, a Delaware corporation, formerly known as Aristar, Inc. 


        "Financial Officer" means, with respect to a Borrower, the chief financial officer, principal accounting officer, treasurer or controller
of such Borrower. 


        "Fixed Rate" means, with respect to any Competitive Loan (other than a Competitive Eurodollar Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related Competitive Bid. 


        "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed Rate. 


        "Foreign Lender" means any Lender that is organized under the laws of a jurisdiction other than that in which either Borrower is located.
For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 


        "GAAP" means generally accepted accounting principles in the United States of America. 



        "Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government. 


        "Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of the guarantor,
direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for
the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit 


7





 




or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business. 


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


        "Hedging Agreement" means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging arrangement. 



        "Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to
deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest
charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person,
whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person,
(i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of
such Person in respect of bankers' acceptances and (k) all Asset Securitizations (for which purpose the amount thereof shall be deemed to be equal to the aggregate amount of the proceeds
received in connection therewith). The Indebtedness of any Person (x) shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor and (y) shall exclude obligations of such Person in respect of deposits received in the ordinary course of business. 


        "Indemnified Taxes" means Taxes other than Excluded Taxes. 


        "Index Debt" means, with respect to a Borrower, senior, unsecured, long-term indebtedness for borrowed money of such Borrower
that is not guaranteed by any other Person or subject to any other credit enhancement. 



        "Insured Subsidiary" means any insured depositary institution (as defined in 12 U.S.C. §1813(c) (or any successor provision),
as amended, re-enacted or redesignated from time to time, that is controlled (within the meaning of 12 U.S.C. §1841 (or any successor provision), as amended,
re-enacted or redesignated from time to time) by either Borrower. 


        "Interest Election Request" means a request by a Borrower to convert or continue a Syndicated Borrowing in accordance with
Section 2.07. 


        "Interest Payment Date" means (a) with respect to any Syndicated ABR Loan, each Quarterly Date, (b) with respect to any
Eurodollar Loan, the last day of each Interest Period therefor and, in the case of any Interest Period for a Eurodollar Loan that is more than three months long, each day prior to the last day of such
Interest Period that occurs at intervals of three months after the first day of such Interest Period, (c) with respect to any Fixed Rate Loan, the last day of the Interest Period therefor and,
in the case of any Interest Period for a Fixed Rate Loan that is more than 90 days long (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of
such Interest Period that occurs at intervals of 90 days after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as
Interest Payment Dates with respect to such Loan and (d) with respect to any Swingline Loan, the day that such Loan is required to be repaid under Section 2.09(a)(iii). 


8







   
        "Interest Period" means: 



        (a)  for
any Borrowing (other than an ABR Borrowing), the Interest Period of the Loan or Loans constituting such Borrowing; 



        (b)  for
any Syndicated Eurodollar Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one,
two, three or six months thereafter, as specified in the applicable Borrowing Request or Interest Election Request; 


        (c)  for
any Competitive Eurodollar Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one,
two, three or six months thereafter, as specified in the applicable Competitive Bid Request; and 



        (d)  for
any Fixed Rate Loan, the period (which shall not be less than 7 days or more than 180 days) commencing on the date of such Loan and ending on the date
specified in the applicable Competitive Bid Request; 




provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date
of a Loan initially shall be the date on which such Loan is made and, in the case of a Syndicated Loan, thereafter shall be the effective date of the most recent conversion or continuation of such
Loan. 


        "Investment" means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of
capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such acquisition (including any "short sale" or
any sale of any securities at a time when such securities are not owned by the Person
entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject
to an understanding or agreement, contingent or otherwise, to resell such property to such Person); (c) the entering into of any Guarantee of, or other contingent obligation with respect to,
Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person; or (d) the entering into of any Hedging
Agreement. 


        "JPMorgan" means JPMorgan Chase Bank. 


        "Lenders" means the Persons listed on Schedule I and any other Person that shall have become a party hereto pursuant to an
Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance. Unless the context otherwise requires, the term "Lenders" includes the
Swingline Lenders. 


        "LIBO Rate" means, for the Interest Period for any Eurodollar Borrowing, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for the offering of Dollar deposits with a maturity comparable to such Interest Period.
In the event that such rate is not available at such time for any 


9





 




reason, then the LIBO Rate for such Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London
office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period. 


        "Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or
security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with
respect to such securities. 


        "Loans" means the loans made by the Lenders to the Borrowers (or to either of them) pursuant to this Agreement. 


        "Major Subsidiaries" shall mean Washington Mutual Bank and Washington Mutual Bank, FA. 


        "Margin" means, with respect to any Competitive Loan bearing interest at a rate based on the LIBO Rate, the marginal rate of interest, if
any, to be added to or subtracted from the LIBO Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid. 



        "Margin Stock" means "margin stock" within the meaning of Regulations T, U and X of the Board. 


        "Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations, prospects or condition,
financial or otherwise, of either Borrower and its Subsidiaries, in each case, taken as a whole, (b) the ability of either Borrower to perform any of its obligations under this Agreement or
(c) the rights of or benefits available to the Lenders under this Agreement. 



        "Material Indebtedness" means Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements, of any one
or more of the Borrowers and their respective Subsidiaries in an aggregate principal amount exceeding $40,000,000. For purposes of determining Material Indebtedness, the
"principal amount" of the obligations of any Person in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that such Person would be required to pay if such Hedging Agreement were terminated at such time. 


        "Moody's" means Moody's Investors Service, Inc. 


        "Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 


        "Non-Material Subsidiaries" shall mean, as at any date, Subsidiaries of WAMU the total assets of which, in the aggregate, do
not exceed one percent (1%) of the Consolidated Assets of WAMU and all of its Subsidiaries, as at such date. 


        "Non-Performing Assets" shall mean, as at any date, the sum, for WAMU and its Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP) of the following: (a) non-accrual loans plus (b) accruing loans past due
90 days or more plus (c) other non-performing assets plus (d) other
real estate owned plus (e) without duplication for amounts included as other real estate owned, property acquired pursuant to
in-substance foreclosures. 


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


10





 



        "PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar
functions. 


        "Permitted Encumbrances" means: 



        (a)  Liens
imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04; 


        (b)  carriers',
warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04; 


        (c)  pledges
and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or
regulations; 


        (d)  cash
deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a
like nature, in each case in the ordinary course of business; 


        (e)  judgment
liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; 


        (f)    easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of
business that in the aggregate are not material in amount and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any of the
Borrowers and their Subsidiaries; 


        (g)  security
interests granted in the ordinary course of business in securities and cash balances held in clearing accounts of clearing agencies to secure
short-term advances made by such clearing agencies; and 


        (h)  pledges
in the ordinary course of business of securities to municipalities and other government agencies to secure the payment of the public fund deposits of such
municipalities and government agencies; 




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


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


        "Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which either Borrower or any of their respective ERISA Affiliates is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA. 


        "Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMorgan as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 



        "Quarterly Dates" means the last Business Day of March, June, September and December in each year, the first of which shall be the first
such day after the date hereof. 


        "Register" has the meaning assigned to such term in Section 9.04(a). 


        "Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates. 


11





 



        "Repurchase Arrangements" shall mean repurchase and reverse repurchase arrangements with respect to securities and financial instruments. 


        "Required Lenders" means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the
sum of the total Revolving Credit Exposures and unused Commitments at such time (provided that, for purposes of declaring the Loans to be due and
payable pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, the outstanding Competitive
Loans of the Lenders shall be included in their respective Revolving Credit Exposures in determining the Required Lenders). 


        "Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares
of any class of capital stock of Finance, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such shares of capital stock of Finance or of any option, warrant or other right to acquire any such shares of capital stock of Finance. 


        "Revolving Credit Exposure" means, with respect to any Lender at any time, the aggregate outstanding principal amount of such Lender's
Syndicated Loans and its Swingline Exposure at such time. 


        "SEC" means the Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions of said
Commission. 


        "Senior Indebtedness" means all Indebtedness of Finance and its Consolidated Subsidiaries other than Subordinated Indebtedness. 


        "Special Preferred Equity Securities" shall mean preferred equity securities, if any, issued by a wholly-owned Subsidiary of WAMU of the
type marketed under proprietary names such as MIPS, SKIS and TOPRS. 


        "S&P" means Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. 



        "Statutory Reserve Rate" means, for any day (or for the Interest Period for any Eurodollar Borrowing), a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject on such day (or, with respect to an
Interest Period, the
denominator of which is the number one minus the arithmetic mean of such aggregates for the days in such Interest Period) with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage. 


        "Subordinated Indebtedness" means all Indebtedness of Finance which is subordinate and junior in right and time of payment to any other
Indebtedness (including all Loans and interest thereon). 


        "Subsidiary" means, with respect to any Person (the "parent") at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements
if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited 


12





 




liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent; provided that the term
Subsidiary shall not include any bankruptcy remote special purpose entity used to receive transfers of installment receivables, credit card receivables, lease receivables or any other type of secured
or unsecured financial assets in Asset Securitization transactions, except if (i) the accounts of such entity would be consolidated with those of the parent in the parent's consolidated
financial statements if such financial statements were prepared in accordance with GAAP, (ii) such transfer is not a legal sale or a sale on the books of the transferor for GAAP purposes, or
(iii) such transfer is treated as a financing for GAAP purposes. 


        "Swingline Exposure" means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time. 



        "Swingline Lenders" means, collectively, JPMorgan, Bank of America, N.A., Bank One, N.A. and Citibank, N.A., in their capacity as lenders
of Swingline Loans hereunder. 


        "Swingline Loan" means a Loan made pursuant to Section 2.05. 


        "Syndicated Loan" means a Loan made pursuant to Section 2.01. 



        "Tangible Net Worth" means, as at any date, 



        (a)  with
respect to WAMU, the sum of: 



        (i)    Consolidated
Equity as at such date; minus


        (ii)  the
amount of Special Preferred Equity Securities, to the extent otherwise included in Consolidated Equity, as at such date;  minus



        (iii)  the
sum for WAMU and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) of the cost of treasury shares and the book
value of all assets that should be classified as intangibles (without duplication of deductions in respect of items already deducted in arriving at Consolidated Equity, it being understood that
mortgage servicing rights are not considered to be intangibles for the purposes of this definition) but in any event including goodwill, minority interests, research and development costs, trademarks,
trade names, copyrights, patents and franchises, unamortized debt discount and expense, all reserves and any write-up in the book value of assets resulting from a revaluation thereof
subsequent to December 31, 2001, all determined as at such date; and 




        (b)  with
respect to Finance, the stockholders' equity of Finance and its Consolidated Subsidiaries less the amount (to the extent reflected in determining such consolidated
stockholders' equity) of all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss
carry-forwards, copyrights organization or developmental expenses and other intangible assets of Finance and its Consolidated Subsidiaries, all determined on a consolidated basis as of such date minus
the aggregate principal amount of Indebtedness as at such date owing to Finance or any Subsidiaries of Finance by WAMU or any Subsidiaries of WAMU that are not Finance or Subsidiaries of Finance. 




        "Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority. 


13





 

        "Transactions" means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and the use of the
proceeds thereof. 


        "Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting
such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a Fixed Rate. 


        "WAMU" means Washington Mutual, Inc., a Washington corporation. 



        "Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 


        SECTION
1.02.    Classification of Loans and Borrowings.    For purposes of this Agreement, Loans may be classified
and referred to by Class (e.g., a "Syndicated Loan"), by Type (e.g., a "Eurodollar Loan") or by any combination thereof. Borrowings also may be classified and referred to by Class (e.g., a "Syndicated
Borrowing"), by Type (e.g., a "Eurodollar Borrowing") or by any combination thereof. 



        SECTION
1.03.    Terms Generally.    The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be
deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be
construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights. 



        SECTION
1.04.    Accounting Terms; GAAP.    Except as otherwise expressly provided herein, all terms of an accounting
or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrowers notify the
Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision is amended in accordance herewith. 


ARTICLE II

THE CREDITS  


        SECTION
2.01.    The Commitments.    Subject to the terms and conditions set forth herein, each Lender agrees to make
Syndicated Loans to either or both of the Borrowers (it being understood that any Syndicated Loan made to only one Borrower will be the sole obligation of such Borrower and not a joint obligation of
the Borrowers) from time to time during the Availability Period in an aggregate 


14





 


principal amount that will not result in (a) such Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (b) the sum of the total Revolving Credit Exposures  plus the
aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Syndicated Loans. 


        SECTION
2.02.    Loans and Borrowings.    



        (a)    Obligations of Lenders.    Each Syndicated Loan shall be made as part of a Borrowing consisting of Loans of the
same Type made by the Lenders ratably in accordance with their respective Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.04. The
failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the
Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. 


        (b)    Type of Loans.    Subject to Section 2.13, (i) each Syndicated Borrowing shall be constituted
entirely of ABR Loans or Eurodollar Loans as the relevant Borrower may request in accordance herewith, and (ii) each Competitive Borrowing shall be constituted entirely of Eurodollar Loans or
Fixed Rate Loans as the relevant Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the
relevant Borrower to repay such Loan in accordance with the terms of this Agreement. 


        (c)    Minimum Amounts; Limitation on Number of Borrowings.    At the commencement of the Interest Period for any
Syndicated Eurodollar Borrowing, such Borrowing shall be in an aggregate amount of $10,000,000 or a larger multiple of $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be
in an aggregate amount equal to $5,000,000 or a larger multiple of $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments. Each Swingline Loan shall be in an amount equal to $10,000,000 or a larger multiple of $1,000,000. Borrowings of more than one Type and
Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 10 Syndicated Eurodollar Borrowings
outstanding. 


        (d)    Limitations on Lengths of Interest Periods.    Notwithstanding any other provision of this Agreement, the
Borrowers shall not be entitled to request, or to elect to convert to or continue as a Syndicated Eurodollar Borrowing, any Borrowing if the Interest Period requested therefor would end after the
Commitment Termination Date. 




        SECTION
2.03.    Requests for Syndicated Borrowings.    To request a Syndicated Borrowing, the relevant Borrower shall
notify the Administrative Agent of such request by telephone (a) in the case of a Syndicated Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days
before the date of the proposed Borrowing or (b) in the case of a Syndicated ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the
proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the relevant Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with
Section 2.02: 



        (i)    the
aggregate amount of the requested Borrowing; 


        (ii)  the
date of such Borrowing, which shall be a Business Day; 


        (iii)  whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; 



15





 




        (iv)  in
the case of a Syndicated Eurodollar Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term "Interest Period";
and 


        (v)  the
location and number of the relevant Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. 




If
no election as to the Type of Syndicated Borrowing is specified, then the requested Syndicated Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested
Syndicated Eurodollar Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance
with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing. 



        SECTION
2.04.    Competitive Bid Procedure.    



        (a)  Requests for Bids by the Borrowers. Subject to the terms and conditions set forth herein, from time to time during the
period from the Effective Date to but excluding the Commitment Termination Date either Borrower or both Borrowers may request Competitive Bids and may (but shall not have any obligation to) accept
Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures  plus the aggregate principal amount of
outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids,
the relevant Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four Business
Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed
Borrowing; provided that the Borrowers may submit up to (but not more than) two Competitive Bid Requests on the same day, but a Competitive Bid Request
shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written
Competitive Bid Request in a form approved by the Administrative Agent and signed by the relevant Borrower. Each such telephonic and written Competitive Bid Request shall specify the following
information in compliance with Section 2.02: 


        (i)    the
aggregate amount of the requested Borrowing; 


        (ii)  the
date of such Borrowing, which shall be a Business Day; 


        (iii)  whether
such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; 


        (iv)  the
Interest Period for such Borrowing, which shall be a period contemplated by the definition of the term "Interest Period"; and 


        (v)  the
location and number of the relevant Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. 




Promptly
following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to
submit Competitive Bids. 



        (b)    Making of Bids by Lenders.    Each Lender may (but shall not have any obligation to) make one or more
Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the
Administrative Agent by telecopy, in the case of a Competitive Eurodollar Borrowing, not later than 9:30 a.m., New York City time, three Business Days before 



16





 


the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Borrowing.
Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the
applicable Lender of such rejection as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be $10,000,000 or a larger multiple of $1,000,000 and
which may equal the entire principal amount of the Competitive Borrowing requested by the relevant Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the
Competitive Bid Rate or Competitive Bid Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal
places) and (iii) the Interest Period for each such Loan and the last day thereof. 


        (c)    Notification of Bids by Administrative Agent.    The Administrative Agent shall promptly notify the relevant
Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. 



        (d)    Acceptance of Bids by the Borrowers.    Subject only to the provisions of this paragraph, the relevant Borrower
may accept or reject any Competitive Bid. Such Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what
extent it has decided to accept or reject each Competitive Bid, in the case of a Competitive Eurodollar Borrowing, not later than 10:30 a.m., New York City time, three Business Days before the
date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Borrowing;  provided,
that (x)(i) the failure of such Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid,
(ii) such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request,
(iv) to the extent necessary to comply with clause (iii) of this proviso, such Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the
case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the
amount of each such Competitive Bid, and (v) except pursuant to clause (iv) of this proviso, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is
in a principal amount of $10,000,000 or a larger multiple of $1,000,000 and (y) if a Competitive Loan must be in an amount less than $10,000,000 because of the provisions of clause (iv)
of the first proviso of this paragraph, such Competitive Loan may be in an amount of $1,000,000 or any multiple thereof, and in calculating the pro rata allocation of acceptances of portions of
multiple Competitive Bids at a particular Competitive Bid Rate pursuant to such clause (iv) the amounts shall be rounded to multiples of $1,000,000 in a manner determined by the relevant
Borrower. A notice given by the relevant Borrower pursuant to this paragraph shall be irrevocable. 


        (e)    Notification of Acceptances by the Administrative Agent.    The Administrative Agent shall promptly notify each
bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound,
subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. 


        (f)    Bids by the Administrative Agent.    If the Administrative Agent shall elect to submit a Competitive Bid in its
capacity as a Lender, it shall submit such Competitive Bid directly to the relevant Borrower at least one quarter of an hour earlier than the time by which the other 



17





 





Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section. 




        SECTION
2.05.    Swingline Loans.    



        (a)    Agreement to Make Swingline Loans.    Subject to the terms and conditions set forth herein, each Swingline
Lender agrees to make Swingline Loans to either Borrower or both Borrowers (it being understood that any Swingline Loan made to only one Borrower will be the sole obligation of such Borrower and not a
joint obligation of the Borrowers) from time to time during the period from the Effective Date to but excluding the Commitment Termination Date in an aggregate principal amount at any time outstanding
that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of all Swingline Lenders exceeding $200,000,000, (ii) the sum of the total Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments or (iii) the aggregate amount of
the Revolving Credit Exposure of any Swingline Lender exceeding the Commitment of such Swingline Lender; provided that no Swingline Lender shall be
required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the relevant Borrower may borrow,
prepay and reborrow Swingline Loans. 


        (b)    Notice of Swingline Loans by the Borrower.    To request a Swingline Loan, the relevant Borrower shall notify
the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be
irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the Swingline Lender or Lenders from which the Borrower wishes to borrow
such Swingline Loans. The Administrative Agent will promptly advise the relevant Swingline Lenders of any such notice received from such Borrower. Each relevant Swingline Lender shall make each
Swingline Loan to be made by it available to such Borrower by means of a credit to the general deposit account of such Borrower with such Swingline Lender by 3:00 p.m., New York City time, on
the requested date of such Swingline Loan. 


        (c)    Participations by Lenders in Swingline Loans.    Any Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline
Loans made by such Swingline Lender that are at the time outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swingline Loans in which Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of such Swingline Loan or Loans. 




        Each
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for account of the requesting Swingline Lender,
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this
Section 2.05(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this Section 2.05(c)
by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply,  mutatis mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the requesting Swingline Lender the
amounts so received by it from the Lenders. The Administrative Agent shall notify the relevant Borrower of any participations in any Swingline Loan acquired pursuant to this Section 2.05(c),
and thereafter payments 


18





 


in respect of such Swingline Loan shall be made to the Administrative Agent and not to the requesting Swingline Lender. 


        Any
amounts received by any Swingline Lender from either Borrower (or other party on behalf of either Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of
the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the
Administrative Agent to the Lenders that shall have made their payments pursuant to this Section 2.05(c) and to such Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this Section 2.05(c) shall not relieve the relevant Borrower of any default in the payment thereof. 


        Notwithstanding
the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this Section 2.05(c) if a Default shall have
occurred and be continuing at
the time such Swingline Loan was made and such Lender shall have notified the Swingline Lenders in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Default
has occurred and that such Lender will not acquire participations in Swingline Loans made while such Default is continuing (each such notice, a "Notice of
Default"). Following a Notice of Default by any Lender, no Swingline Lender shall have any obligation to make a Swingline Loan until it has received notice in writing from each
such Lender that such Lender has rescinded its Notice of Default (each such notice, a "Notice of Rescission"), upon which Notice of Rescission such
Lender shall have all the obligations of a Lender to acquire participations in Swingline Loans as described in the foregoing paragraphs of this clause (c). If each such Notice of Rescission
described in the foregoing sentence is received by the relevant Swingline Lender not later than 1:00 p.m., New York City time, on any Business Day, such Swingline Lender shall make the relevant
Swingline Loan as described in the last sentence of clause (b) of this Section 5.05 on such Business Day. 


        SECTION
2.06.    Funding of Borrowings.    



        (a)    Funding by Lenders.    Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds by 12:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the
Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the
relevant Borrower by promptly crediting the amounts so received, in like funds, to an account of such Borrower maintained with the Administrative Agent in New York City and designated by such Borrower
in the applicable Borrowing Request or Competitive Bid Request. 


        (b)    Presumption by the Administrative Agent.    Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the relevant Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the relevant Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such
Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case of such Borrower, the
interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing. 



19











   
        SECTION 2.07.    Interest Elections.    



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



        (b)  Notice of Elections.    To make an election pursuant to this Section, the relevant Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Syndicated Borrowing of the Type
resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the relevant Borrower. 



        (c)  Information in Interest Election Requests.    Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02: 



        (i)    the
name of the Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be
specified for each resulting Borrowing); 


        (ii)  the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; 


        (iii)  whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 


        (iv)  if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated by the
definition of the term "Interest Period". 





        If
any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the relevant Borrower shall be deemed to have selected an Interest
Period of one month's duration. 



        (d)    Notice by the Administrative Agent to Lenders.    Promptly following receipt of an Interest Election Request,
the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing. 



        (e)    Failure to Elect; Events of Default.    If the relevant Borrower fails to deliver a timely Interest Election
Request with respect to a Syndicated Eurodollar Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be converted to a Syndicated ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at
the request of the Required Lenders, so notifies the 



20





 





relevant Borrower, then, so long as an Event of Default is continuing (i) no outstanding Syndicated Borrowing may be converted to or continued as a Syndicated Eurodollar Borrowing and
(ii) unless repaid, each Syndicated Eurodollar Borrowing shall be converted to a Syndicated ABR Borrowing at the end of the Interest Period therefor. 




        SECTION
2.08.    Termination and Reduction of the Commitments.    



        (a)    Scheduled Termination.    Unless previously terminated, the Commitments shall terminate at the close of
business on the Commitment Termination Date. 


        (b)    Voluntary Termination or Reduction.    The Borrowers may at any time terminate, or from time to time reduce,
the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and
(ii) the Borrowers shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments. 


        (c)    Notice of Voluntary Termination or Reduction.    The Borrowers shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrowers
pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrowers may state that such
notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. 


        (d)    Effect of Termination or Reduction.    Any termination or reduction of the Commitments shall be permanent. Each
reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. 




        SECTION
2.09.    Repayment of Loans; Evidence of Debt.    



        (a)    Repayment.    Each Borrower hereby unconditionally promises to pay the Loans as follows: 



        (i)    to
the Administrative Agent for account of the Lenders, on the Commitment Termination Date, the then unpaid principal amount of the Syndicated Loans made to such
Borrower that are outstanding at the close of business on the Commitment Termination Date, 



        (ii)  to
the Administrative Agent for account of the respective Lender the then unpaid principal amount of each Competitive Loan of such Lender made to such Borrower on the
last day of the Interest Period therefor, and 


        (iii)  to
each Swingline Lender the amount of the then unpaid principal amount of each Swingline Lender's Swingline Loan on the earlier of the Commitment Termination Date and
the first date after such Swingline Loan is made that is no later than the 10th, 15th or last day of a calendar month and is at least one Business Day after such Swingline
Loan is made; provided that on each date that a Syndicated Borrowing or Competitive Borrowing is made, the Borrower shall repay all Swingline Loans then
outstanding. 




        (b)    Manner of Payment.    Prior to any repayment or prepayment of any Borrowings hereunder, the relevant Borrower
shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later 



21





 


than 11:00 a.m., New York City time, three Business Days before the scheduled date of such repayment; provided that each repayment of Borrowings
by a Borrower shall be applied to repay any outstanding ABR Borrowings of such Borrower before any other Borrowings. If the relevant Borrower fails to make a timely selection of the Borrowing or
Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings of such Borrower and, second, to other Borrowings of such Borrower in the order of the
remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first), and for these purposes, Competitive Loans shall be deemed to be
in the same Class as Loans. Each payment of a Syndicated Borrowing shall be applied ratably to the Loans included in such Borrowing. 


        (c)    Maintenance of Loan Accounts by Lenders.    Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder. 


        (d)    Maintenance of Loan Accounts by the Administrative Agent.    The Administrative Agent shall maintain accounts
in which it shall record (i) the name of the Borrower and the amount of each Loan to such Borrower made hereunder, the Class and Type thereof and each Interest Period therefor, (ii) the
amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
from either Borrower hereunder for account of the Lenders and each Lender's share thereof. 


        (e)    Effect of Entries.    The entries made in the accounts maintained pursuant to paragraph (c) or
(d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein;  provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the
obligation of either Borrower to repay the Loans in accordance with the terms of this Agreement. 


        (g)    Promissory Notes.    Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to
Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and
its registered assigns). 




        SECTION
2.10.    Prepayment of Loans.    



        (a)    Optional Prepayments Right to Prepay Borrowings.    Each Borrower shall have the right at any time and from
time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section; provided that no Borrower shall have the right to
prepay any Competitive Loan without the prior consent of the Lender thereof. 


        (b)    Notices, Etc.    The relevant Borrower shall notify the Administrative Agent (and, in the case of prepayment of
a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy) of any optional prepayment hereunder of a Borrowing made by such Borrower (i) in the case of prepayment
of a Syndicated Eurodollar Borrowing or of a Competitive Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not
later than 12:00 p.m., New York City time, on the date of prepayment. 



22





 





Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid;  provided that, if a notice of prepayment is given
in connection with a conditional notice of termination of the Commitments as contemplated by
Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice
relating to a Syndicated Borrowing or Competitive Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Syndicated Borrowing shall be applied ratably to the Loans included
in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be made in the manner specified in Section 2.09(b). 




        SECTION
2.11.    Fees.    



        (a)    Facility Fee.    The Borrowers jointly and severally agree to pay to the Administrative Agent for account of
each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the date hereof
to but excluding the date such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment
terminates, then each Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee which shall accrue on the daily aggregate outstanding principal amount of Loans
(including Competitive Loans and Swingline Loans) of such Lender made to such Borrower from and including the date on which its Commitment terminates to but excluding the date on which such Lender
ceases to have any Loans outstanding. Accrued facility fees shall be payable on each Quarterly Date and on each date the Commitment of any Lender terminates, commencing on the first such date to occur
after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All
facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 



        (b)    Utilization Fee.    Each Borrower agrees to pay a fee to the Administrative Agent for account of each Lender a
utilization fee, which shall accrue at the Applicable Rate on the daily aggregate outstanding principal amount of Loans (including Competitive Loans and Swingline Loans) of such Lender made to such
Borrower for each day on which the aggregate outstanding principal amount of the Loans of both Borrowers equals or exceeds an amount equal to 33% of the Commitments. Accrued utilization fees shall be
payable on each Quarterly Date and on each date the Commitments of any Lender terminate, commencing on the first such date to occur after the date hereof;  provided that any utilization fees accruing
after the date on which the Commitments terminate shall be payable on demand. All utilization fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Utilization fees payable under this
Section 2.11(b) with respect to any day shall be allocated between the Borrowers pro rata according to the respective aggregate outstanding principal amounts of Loans owing by the Borrowers on
such day. 


        (c)    Administrative Agent Fees.    The Borrowers agree to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent. 



        (d)    Payment of Fees.    All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent for distribution, in the case of facility fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances. 



23





 





        SECTION
2.12.    Interest.    



        (a)    ABR Loans.    The Loans constituting each ABR Borrowing (including each Swingline Loan) shall bear interest at
a rate per annum equal to the Alternate Base Rate plus the Applicable Rate. 


        (b)    Eurodollar Loans.    The Loans constituting each Eurodollar Borrowing shall bear interest at a rate per annum
equal to (i) in the case of a Syndicated Eurodollar Loan, the Adjusted LIBO Rate for the Interest Period for such Borrowing plus the Applicable
Rate, or (ii) in the case of a Competitive Eurodollar Borrowing, the LIBO Rate for the Interest Period for such Borrowing plus (or  minus, as
applicable) the Margin applicable to such Loan. 


        (c)    Fixed Rate Loans.    Each Fixed Rate Loan shall bear interest at a rate per annum equal to the Fixed Rate
applicable to such Loan. 


        (d)    Default Interest.    Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by either Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
provided above or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section. 


        (e)    Payment of Interest.    Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Syndicated Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to
paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Syndicated ABR Loan prior to the
Commitment Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of
any Syndicated Eurodollar Borrowing prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion. 


        (f)    Computation.    All interest hereunder shall be computed on the basis of a year of 360 days except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or
366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 




        SECTION
2.13.    Alternate Rate of Interest.    If prior to the commencement of the Interest Period for a Eurodollar
Borrowing: 



        (a)  the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 



        (b)  the
Administrative Agent is advised by the Required Lenders (or, in the case of a Competitive Eurodollar Loan, the Lender that is required to make such Loan) that the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its
Loan) included in such Borrowing for such Interest Period; 




then
the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the 


24





 


Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or
continuation of any Syndicated Borrowing as, a Syndicated Eurodollar Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Syndicated Eurodollar Borrowing, such Borrowing
shall be made as a Syndicated ABR Borrowing and (iii) any request by the relevant Borrower for a Competitive Eurodollar Borrowing shall be ineffective;  provided that if the circumstances giving
rise to such notice do not affect all the Lenders, then requests by the such Borrower for Competitive
Eurodollar Borrowings may be made to Lenders that are not affected thereby. 


        SECTION
2.14.    Increased Costs.    



        (a)    Increased Costs Generally.    If any Change in Law shall: 



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



        (ii)  impose
on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender; 





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



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



        (c)    Certificates from Lenders.    A certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the relevant Borrower and shall be
conclusive absent manifest error. Such Borrower(s) shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 


        (d)    Delay in Requests.    Failure or delay on the part of any Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that (i) neither Borrower shall be required to
compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the relevant Borrower(s) of the Change in
Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor and (ii) if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. 



        (e)    Competitive Loans.    Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled
to compensation pursuant to this Section in respect of any Competitive Loan 



25





 





if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made. 




        SECTION
2.15.    Break Funding Payments.    In the event of (a) the payment of any principal of any Eurodollar
Loan or Fixed Rate Loan other than on the last day of an Interest Period therefor (including as a result of an Event of Default) (b) the conversion of any Syndicated Eurodollar Loan other than
on the last day of an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice is permitted to be revocable under Section 2.10(b) and is revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after
accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period therefor as a result of a
request by either Borrower pursuant to Section 2.18, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In
the case of a Eurodollar Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the
amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day
of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing,
conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Interest Period, over
(ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that
would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits from other banks in the eurodollar market at the commencement of such period. A certificate of any Lender setting forth
any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. Such Borrower shall
pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 


        SECTION
2.16.    Taxes.    



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


        (b)    Payment of Other Taxes by the Borrowers.    In addition, each Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law. 



        (c)    Indemnification by the Borrowers.    Each Borrower shall indemnify the Administrative Agent and each Lender,
within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the relevant Borrower by a Lender, or 



26





 





by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 


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


        (e)    Foreign Lenders.    Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the relevant Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to such
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by such Borrower, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. 




        SECTION
2.17.    Payments Generally; Pro Rata Treatment; Sharing of Set-offs.    



        (a)    Payments by the Borrowers.    Each Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest or fees, or under Section 2.14, 2.15 or 2.16, or otherwise) prior to 12:00 p.m., New York City time, on the date when due, in immediately available funds,
without set-off or counterclaim; provided that if a new Loan is to be made by any Lender to a Borrower on a date such Borrower is to repay
any principal of an outstanding Loan of such Lender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid by such Borrower and only an amount equal to the
difference between the principal to be borrowed and the principal to be repaid shall be made available by such Lender to the Administrative Agent as provided in Section 2.06 or paid by such
Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to
have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except that payments to be made directly to any Swingline Lender as expressly provided herein, and payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03, shall be made directly to
the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt
thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars. 



        (b)    Application of Insufficient Payments.    If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such parties. 



        (c)    Pro Rata Treatment.    Except to the extent otherwise provided herein: (i) each payment of facility fee
and utilization fee under Section 2.11 shall be made for account of the Lenders, and each termination or reduction of the amount of the Commitments under Section 2.08 shall be applied to
the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Syndicated Borrowing shall be allocated pro
rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of 



27





 





Syndicated Loans) or their respective Loans (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans by the relevant Borrower
shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans held by them; and
(iv) each payment of interest on Syndicated Loans by the relevant Borrower shall be made for account of the Lenders pro rata in accordance with
the respective amounts of interest on such Loans then due and payable to such Lenders. 



        (d)    Sharing of Payments by Lenders.    If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Syndicated Loans or participations in Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Syndicated Loans and participations in Swingline Loans and accrued interest thereon then due than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans and participations in Swingline Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated
Loans and participations in Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this
paragraph shall not be construed to apply to any payment made by either Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to either Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of such Borrower in the amount of such participation. 


        (e)    Presumptions of Payment.    Unless the Administrative Agent shall have received notice from the relevant
Borrower prior to the date on which any payment is due to the Administrative Agent for account of the Lenders hereunder that such Borrower will not make such payment, the Administrative Agent may
assume that such 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 such Borrower
has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. 


        (f)    Certain Deductions by the Administrative Agent.    If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.05(c), 2.06(b) or 2.17(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid. 




        SECTION
2.18.    Mitigation Obligations; Replacement of Lenders.    



        (a)    Designation of a Different Lending Office.    If any Lender requests compensation under Section 2.14, or
if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.16, then such Lender 



28





 


shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in
the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 


        (b)    Replacement of Lenders.    If any Lender requests compensation under Section 2.14, or if either Borrower
is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.16, or if any Lender defaults in its obligation to fund
Loans hereunder, then such Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by
it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that
(i) such Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, each Swingline Lender), which consent shall not unreasonably
be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the relevant
Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made
pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the relevant Borrower to require such assignment and delegation cease to apply. 



ARTICLE III

REPRESENTATIONS AND WARRANTIES  


        Each Borrower represents and warrants to the Lenders that: 



        SECTION
3.01.    Organization; Powers.    Each of such Borrower and its Subsidiaries (except Non-Material
Subsidiaries) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now
conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in
good standing in, every jurisdiction where such qualification is required. 



        SECTION
3.02.    Authorization; Enforceability.    The Transactions are within such Borrower's corporate powers and
have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by such Borrower and constitutes a
legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of creditors' rights and (b) the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). 



        SECTION
3.03.    Governmental Approvals; No Conflicts.    The Transactions with respect to such Borrower (a) do
not require any consent or approval of, registration or filing with, or any other action 


29





 




by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter,
by-laws or other organizational documents of such Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon such Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person,
and (d) will not result in the creation or imposition of any Lien on any asset of such Borrower or any of its Subsidiaries. 


        SECTION
3.04.    Financial Condition; No Material Adverse Change.    



        (a)    Financial Condition.    Such Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders' equity and cash flows (i) as of and for the fiscal year ended December 31, 2001, reported on by Deloitte & Touche LLP, independent public
accountants for WAMU and Finance, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2002, certified by the president, the chief executive
officer, a vice-chair or a Financial Officer of such Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash
flows of such Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of
the statements referred to in clause (ii) of the first sentence of this paragraph. 



        (b)    No Material Adverse Change.    From December 31, 2001 to the date of this Agreement, there has been no
material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of such Borrower and its Subsidiaries, taken as a whole. 




        SECTION
3.05.    Properties.    Such Borrower and its Subsidiaries has good title to, or valid leasehold interests in,
all its real and personal property material to its business, except to the extent that failure to have such title could not reasonably be expected to have a Material Adverse Effect. 



        SECTION
3.06.    Litigation and Environmental Matters.    



        (a)    Actions, Suits and Proceedings.    There are no (A) actions, suits or proceedings by or before any
arbitrator or Governmental Authority now pending against or, to the knowledge of such Borrower, threatened against or affecting such Borrower or any of its Subsidiaries or (B) investigations by
or before any arbitrator or Governmental Authority to the knowledge of such Borrower now pending against or threatened against or affecting such Borrower or any of its Subsidiaries (i) as to
any of which there is a reasonable likelihood of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. 


        (b)    Environmental Matters.    Except for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither such Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. 




        SECTION
3.07.    Compliance with Laws and Agreements.    Such Borrower and its Subsidiaries is in compliance with all
laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing. 


30





 

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


        SECTION
3.09.    Taxes.    Such Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns
and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which such Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material
Adverse Effect. 


        SECTION
3.10.    ERISA.    No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the fair market value of the assets of such Plan, and there were no underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) as of the date of the most recent financial statements in which such underfunded Plans would be reflected. 


        SECTION
3.11.    Disclosure.    Such Borrower has disclosed to the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. None of the reports, financial statements, certificates, schedules or other information furnished by or on behalf of such Borrower to the Lender in connection with the negotiation of
this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, such Borrower represents only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 


        SECTION
3.12.    Use of Credit.    Neither such Borrower nor any of its Subsidiaries is engaged principally, or as one
of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock in violation of Regulations T, U or X of
the Board, and no part of the proceeds of any Loan hereunder will be used to buy or carry any Margin Stock in violation of Regulations T, U or X of the Board. 


        SECTION
3.13.    Material Agreements and Liens.    



        (a)    Material Agreements.    Part A of Schedule II is a complete and correct list of each credit
agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness (excluding intercompany Indebtedness)
or any extension of credit (or commitment for any extension of credit) to, or guarantee by, such Borrower or any of its Subsidiaries (excluding Repurchase Arrangements, deposits, annuities or Federal
funds transactions, each entered into by such Borrower or any of its Subsidiaries in the ordinary course of its business, Hedging Agreements or borrowings from the Federal Home Loan Bank and any
commercial paper or medium term note program of such Borrower or any of its Subsidiaries), outstanding on the date hereof the aggregate principal or face amount of which equals or exceeds (or may
equal or exceed) $10,000,000, and the aggregate principal or face amount outstanding or that may become outstanding under each such arrangement is correctly described in Part A of
Schedule II. Notwithstanding the foregoing, neither Borrower shall be required to set forth Asset Securitizations in said Schedule II. 



31





 

        (b)    Liens.    Part B of Schedule II is a complete and correct list of each Lien securing Indebtedness
of any Person outstanding on the date hereof (excluding Repurchase Arrangements, deposits, annuities or Federal funds transactions, each entered into by such Borrower or any of its Subsidiaries in the
ordinary course of its Business, and Hedging Agreements or borrowings from the Federal Home Loan Bank) the aggregate principal or face amount of which equals or exceeds (or may equal or exceed)
$10,000,000 and covering any property of either Borrower or any of their Subsidiaries, and the aggregate Indebtedness secured (or that may be secured) by each such Lien and the property covered by
each such Lien is correctly described in Part B of Schedule II. Notwithstanding the foregoing, neither Borrower shall be required to set forth Asset Securitizations in said
Schedule II. 




        SECTION
3.14.    Subsidiaries.    



        (a)    Subsidiaries.    Set forth in Part A of Schedule V is a complete and correct list of
(A) all of the Subsidiaries of Finance as of the date hereof, and (B) all of the principal Subsidiaries of WAMU as of the date hereof, which such Subsidiaries, as of the date hereof,
collectively have assets exceeding 90% of WAMU's Tangible Net Worth, together with, for each such Subsidiary of Finance and WAMU, (i) the jurisdiction of organization of such Subsidiary,
(ii) each Person holding ownership interests in such Subsidiary and (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such
Subsidiary represented by such ownership interests. Except as disclosed in Part A of Schedule V, (x) such Borrower and its Subsidiaries owns, free and clear of Liens, and has the
unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Part A of Schedule V, (y) all of the issued and outstanding capital stock
of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (z) there are no outstanding Equity Rights with respect to such Person. 



        (b)    Restrictions on Subsidiaries.    None of the Subsidiaries of such Borrower is, on the date hereof, subject to
any indenture, agreement, instrument or other arrangement of the type described in Section 6.03. 



ARTICLE IV

CONDITIONS  


        SECTION
4.01.    Effective Date.    The obligations of the Lenders to make Loans hereunder shall not become effective
until the date on which the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent
specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 9.02): 



        (a)    Executed Counterparts.    From each party hereto either (i) a counterpart of this Agreement signed on
behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Agreement) that such party has
signed a counterpart of this Agreement. 


        (b)    Opinion of Counsel to the Borrowers.    A favorable written opinion (addressed to the Administrative Agent and
the Lenders and dated the Effective Date) of Heller Ehrman White & McAuliffe LLP, counsel for the Borrowers, substantially in the form of Exhibit B, and covering such other matters
relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall reasonably request (and the Borrowers hereby instruct such counsel to deliver such opinion to the Lenders
and the Administrative Agent). 



32





 




        (c)    Opinion of Special New York Counsel to JPMorgan.    An opinion, dated the Effective Date, of Milbank, Tweed,
Hadley & McCloy LLP, special New York counsel to JPMorgan, substantially in the form of Exhibit C (and JPMorgan hereby instructs such counsel to deliver such opinion to the Lenders). 



        (d)    Corporate Documents.    Such documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of the Transactions and any other legal matters relating to the Borrowers, this
Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. 


        (e)    Officer's Certificate.    A certificate, dated the Effective Date and signed by the President, a Vice President
or a Financial Officer of each Borrower, confirming compliance with the conditions set forth in the lettered clauses of the first sentence of Section 4.02. 


        (f)    Cancellation of Existing Credit Facilities.    Evidence that the Existing Credit Facilities shall have been (or
shall be simultaneously) cancelled and all amounts owing thereunder shall have been paid in full. 


        (g)    Fees and Expenses.    Evidence that the Borrowers have paid such fees as they have agreed to pay to any Lender
or the Administrative Agent or J.P. Morgan Securities Inc. in its capacity as Lead Arranger in connection herewith, including the reasonable fees and expenses of Milbank, Tweed, Hadley &
McCloy LLP special New York counsel to JPMorgan, in connection with the negotiation, preparation,
execution and delivery of this Agreement and the Loans hereunder (to the extent that statements for such fees and expenses have been delivered to the Borrowers). 


        (h)    Other Documents.    Such other documents as the Administrative Agent or any Lender or special New York counsel
to JPMorgan may reasonably request. 




        The
Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations
of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) on or prior to 3:00 p.m., New
York City time, on August 30, 2002 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). 


        SECTION
4.02.    Each Credit Event.    The obligation of each Lender to make a Loan to the relevant Borrower on the
occasion of any Borrowing is subject to the satisfaction of the following conditions: 



        (a)  the
representations and warranties of such Borrower set forth in this Agreement (except, in the case of any Borrowing that does not increase the outstanding aggregate
principal amount of the Loans of any Lender, the representations and warranties in Sections 3.06(a), 3.06(b) and 3.10) shall be true and correct on and as of the date of such Borrowing (or, if any
such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and 



        (b)  at
the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing. 




Each
Borrowing shall be deemed to constitute a representation and warranty by the relevant Borrower on the date thereof as to the matters specified in the preceding sentence. 


33






   ARTICLE V

AFFIRMATIVE COVENANTS  


        Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full,
each Borrower covenants and agrees with the Lenders that: 



        SECTION
5.01.    Financial Statements and Other Information.    Such Borrower will furnish to the Administrative Agent
and each Lender (provided that only WAMU shall furnish the reports referred to in paragraphs (f) and (g) below): 



        (a)  within
105 days after the end of each fiscal year of such Borrower, the audited consolidated balance sheet and related statements of operations, stockholders'
equity and cash flows of such Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on
by Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of such
Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and a statement of such accountants to the effect that, in making the examination necessary for their
opinion, nothing came to their attention that caused them to believe that such Borrower was not in compliance with Section 6.04 hereof, insofar as such Section relates to accounting matters (it
being understood that delivery to the Lender of such Borrower's Report on Form 10-K filed with the SEC shall satisfy the financial statement requirements of this
Section 5.01(a) so long as the information required to be contained in such Report is substantially the same as that required under this Section 5.01(a)); 


        (b)  within
75 days after the end of each of the first three fiscal quarters of each fiscal year of such Borrower, the consolidated balance sheet and related
statements of operations, stockholders' equity and cash flows of such Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified
by a Financial Officer of such Borrower as presenting fairly in all material respects the financial condition and results of operations of such Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes (it being understood that delivery to the Lender of such Borrower's Report on Form 10-Q filed with the SEC shall satisfy the financial
statement requirements of this Section 5.01(b) so long as the information required to be contained in such Report is substantially the same as that required under this Section 5.01(b)); 


        (c)  concurrently
with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of such Borrower
(i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto,
(ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.04, and (iii) stating whether any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate; 


        (d)  promptly
following any request by the Administrative Agent or any Lender therefor, copies of all periodic and other reports, proxy statements and other materials filed
by such 



34





 





Borrower or any of its Subsidiaries with the SEC, or with any national securities exchange or the Office of Thrift Supervision, or distributed by such Borrower to its shareholders generally, as the
case may be; 


        (f)    within
75 days after the end of each of each fiscal quarter of each fiscal year of WAMU, the balance sheet and related statement of income of WAMU as of the end
of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of)
the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of WAMU as presenting fairly in all material respects the financial condition and results of
operations of WAMU in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; and 



        (g)  promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of such Borrower or any of its
Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. 




        SECTION
5.02.    Notices of Material Events.    Each Borrower will furnish to the Administrative Agent and each Lender
prompt written notice of the following: 



        (a)  the
occurrence of any Default; 


        (b)  the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting such Borrower or any of its
Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; 


        (c)  the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of such
Borrower and its Subsidiaries in an aggregate amount exceeding $35,000,000; 


        (d)  the
assertion of any environmental matter by any Person against, or with respect to the activities of, such Borrower or any of its Subsidiaries and any alleged violation
of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that, if adversely determined, would
not (either individually or in the aggregate) have a Material Adverse Effect; and 


        (e)  any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 




Each
notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of such Borrower setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect thereto. 



        SECTION
5.03.    Existence; Conduct of Business.    Each Borrower will, and will cause each of its Subsidiaries to, do
or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct
of its business; provided that the foregoing shall not prohibit (a) any merger, consolidation, liquidation, dissolution or other transaction
permitted under Section 6.02 and (b) any Subsidiary that is not a Major Subsidiary of such Borrower from entering into any merger or consolidation or amalgamation or from liquidating,
winding up or dissolving, itself (or suffering any liquidation or dissolution) or prohibit a disposition by or of such Subsidiary. 


        SECTION
5.04.    Payment of Obligations.    Each Borrower will, and will cause each of its Subsidiaries to, pay its
obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or 


35





 




amount thereof is being contested in good faith by appropriate proceedings, (b) such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. 


        SECTION
5.05.    Maintenance of Properties; Insurance.    Each Borrower will, and will cause each of its Subsidiaries
to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or
similar locations. 


        SECTION
5.06.    Books and Records; Inspection Rights.    Each Borrower will, and will cause each of its Subsidiaries
to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Borrower will, and will
cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably
requested. 


        SECTION
5.07.    Compliance with Laws.    Each Borrower will, and will cause each of its Subsidiaries to, comply with
all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. 


        SECTION
5.08.    Use of Proceeds.    Each Borrower will use the proceeds of the Loans hereunder solely for general
corporate purposes, including commercial paper back-up, in the ordinary course of business (in compliance with all applicable legal and regulatory requirements, including, without
limitation, Regulations U and X and the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the regulations thereunder);  provided that, (i) without the
consent of each Lender, such Borrower may not use the proceeds of any of the Loans hereunder to finance or
refinance, directly or indirectly, an Acquisition of any Person (or the acquisition of (x) more than 50% of the publicly traded stock (of any class) of any Person or (y) any of the
publicly traded stock (of any class) of any Person after such Borrower or any of its Subsidiaries shall have been required to file a Schedule 13D under the Securities Exchange Act of
1934, as amended, with respect to such stock) unless such Acquisition (or acquisition) has been approved by the board of directors of such Person or officers thereof duly authorized to do so and
(ii) neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. 


ARTICLE VI

NEGATIVE COVENANTS  


        Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, each
Borrower covenants and agrees with the Lenders that: 


        SECTION
6.01.    Liens.    Such Borrower will not, nor (where such Borrower is Finance) will it permit any of its
Subsidiaries (other than Insured Subsidiaries) to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it except: 



        (a)  Permitted
Encumbrances; 



36





 

        (b)  any
Lien on any property or asset of such Borrower or any of its Subsidiaries existing on the date hereof and set forth in Part B of Schedule II; 


        (c)  any
Lien existing on any property or asset prior to the acquisition thereof by such Borrower or any of its Subsidiaries or existing on any property or asset of any
Person that becomes a Subsidiary of such Borrower after the date hereof prior to the time such Person becomes such a Subsidiary; provided that
(i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary of such Borrower, as the case may be, (ii) such Lien shall
not apply to any other property or assets of such Borrower or any of its Subsidiaries and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or
the date such Person becomes such a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 



        (d)  Liens
on fixed or capital assets acquired, constructed or improved by such Borrower or any of its Subsidiaries; provided
that (i) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or
improvement, (ii) the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets and (iii) such security interests
shall not apply to any other property or assets of such Borrower or any of its Subsidiaries; 



        (e)  Liens
arising out of Repurchase Arrangements; 


        (f)    Liens
arising out of or securing Hedging Agreements; 


        (g)  Liens
arising out of Asset Securitizations and not involving all, or substantially all, of the assets of the respective Borrower; 


        (h)  Liens
in favor of WAMU or its Subsidiaries (other than by Finance or any of its Subsidiaries) arising in connection with intercompany transactions between WAMU and any
of such Subsidiaries; 


        (i)    Liens
in favor of Finance or its Subsidiaries arising in connection with intercompany transactions between Finance and any of such Subsidiaries; 


        (j)    Liens
involving the pledge by WAMU of any interest in capital stock of, or other ownership interest in, any Subsidiary of WAMU (other than a Major Subsidiary or
Finance); 


        (k)  Liens
involving the pledge of any interest in a debt instrument made to WAMU by any Subsidiary of WAMU (other than a Major Subsidiary); 



        (l)    Liens
involving the pledge of property of WAMU or any of its Subsidiaries (other than by Finance or any of its Subsidiaries) securing Indebtedness in an aggregate
principal amount not exceeding 2% of the Tangible Net Worth of WAMU; and 


        (m)  Liens
involving the pledge of property of Finance or any of its Subsidiaries securing Indebtedness in an aggregate principal amount not exceeding 5% of the Tangible Net
Worth of Finance. 




        SECTION
6.02.    Fundamental Changes.    



        (a)    Mergers, Consolidations, Disposal of Assets, Etc.    Such Borrower will not, nor will it permit any of its
Major Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Major Subsidiaries (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately 



37





 


after giving effect thereto no Default shall have occurred and be continuing (i) any Major Subsidiary may merge into WAMU in a transaction in which WAMU is the surviving corporation,
(ii) any Major Subsidiary may merge into any Subsidiary of WAMU in a transaction in which the surviving entity is a wholly owned Subsidiary of WAMU, (iii) any Major Subsidiary may sell,
transfer, lease or otherwise dispose of its assets to WAMU or to another wholly owned Subsidiary of WAMU and (iv) such Borrower or any Major Subsidiary of such Borrower may merge or consolidate
with any other Person if (x) in the case of a merger or consolidation of such Borrower, such Borrower is the surviving corporation and, in any other case, the surviving corporation is, after
giving effect to such merger or consolidation, a wholly owned Subsidiary of such Borrower and (y) after giving effect thereto no Default would exist hereunder. 


        (b)    Lines of Business.    Such Borrower will not, nor will it permit any of its Subsidiaries to, engage to any
substantial extent in any line or lines of business activity other than (i) the business of owning and operating a depository institution (as defined in 12 U.S.C. §1813(c)), a
consumer finance company, a mortgage company, an insurance company, a trust company, an investment advisor or a securities broker-dealer, (ii) the business of providing other financial services
or (iii) any business that may be engaged in by a Washington state chartered savings bank (as defined in RCW 32.04.020), a Federal savings association (as defined in 12 U.S.C.
§1462(5)) or a bank holding company (as defined in 12 U.S.C. §1841(a)) or a Subsidiary of any of them. 




        SECTION
6.03.    Certain Restrictions on Subsidiaries.    Such Borrower will not permit any of its Subsidiaries to
enter into, after the date hereof, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or
imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances, guarantees or
Investments or the sale, assignment, transfer or other disposition of property if the effect of any such indenture, agreement, instrument or other arrangement could reasonably be expected to result in
a Material Adverse Effect. 


        SECTION
6.04.    Certain Financial Covenants.    



        (a)    WAMU    



        (i)    Double Leverage Ratio.    WAMU will not permit the Double Leverage Ratio to exceed 1.30 to 1 at any time. 


        (ii)    Tangible Net Worth.    WAMU will not permit its Tangible Net Worth at any time to be less than the sum of
(x) $9,750,000,000 plus (y) 40% of the net income of WAMU and its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP and for which purpose any net loss shall be deemed to be a net income of zero) for each fiscal quarter of WAMU ending after June 30, 2002  plus (z) 40% of the aggregate net
proceeds received by WAMU from the issuance by WAMU after the date of this Agreement of shares of its capital
stock. 


        (iii)    Maximum Non-Performing Assets.    WAMU will not permit Non-Performing Assets at any
time to constitute more than 4.5% of Consolidated Loans Held in Portfolio. 




        (b)    Finance    



        (i)    Tangible Net Worth.    Finance will not permit its Tangible Net Worth at any time to be less than the sum of
(x) $375,000,000 plus (y) 40% of the net income of Finance and its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP and for which purpose any net loss shall be deemed to be a net income of zero) for each fiscal quarter of Finance ending after June 30, 2002. 




38





 


        (ii)    Senior Debt Ratio.    Finance will not permit the ratio of (x) the aggregate principal amount of all
Senior Indebtedness (other than Indebtedness owing among Finance and its Consolidated Subsidiaries) outstanding at any time to (y) its Tangible Net Worth at such time to be greater than 10.00
to 1. 


        (iii)    Permissible Indebtedness.    Finance will not permit the aggregate amount of all Indebtedness (other than
Indebtedness among Finance and its Consolidated Subsidiaries) outstanding at any time owed by its Consolidated Subsidiaries (other than Insured Subsidiaries) to exceed 30% of the aggregate amount of
all Indebtedness (other than Indebtedness owing among Finance and its Consolidated Subsidiaries) then outstanding of Finance and its Consolidated Subsidiaries (other than Insured Subsidiaries). 



        (iv)    Delinquency Ratio.    Finance will not, as at the end of any fiscal quarter, permit the aggregate amount of
consumer finance receivables of Finance and its Consolidated Subsidiaries that are delinquent for 60 or more days on a contractual basis to exceed 6% of the aggregate amount of consumer finance
receivables as set forth on the consolidated statement of financial condition of Finance and its Consolidated Subsidiaries as at the end of such fiscal quarter. 





        SECTION
6.05.    Insured Subsidiary Capital.    Such Borrower will at all times ensure that none of its Insured
Subsidiaries is "undercapitalized", "significantly undercapitalized" or "critically undercapitalized" for purposes of 12 U.S.C. §1831o, as amended, re-enacted or redesignated
from time to time; and such Borrower and its Insured Subsidiaries will at all times maintain such amount of capital as may be prescribed by all applicable Bank Regulatory Authorities, whether by
guideline, regulation, agreement or order. 


        SECTION
6.06.    Payment of Dividends.    Such Borrower will not, and will not permit any of its Subsidiaries to,
declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, provided that Finance may declare and pay dividends with
respect to its capital stock if, at the time of declaration and payment thereof and after giving effect thereto, no Event of Default shall have occurred and be continuing. 


ARTICLE VII

EVENTS OF DEFAULT  


        If any of the following events ("Events of Default") shall occur: 



        (a)  either
Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise; 


        (b)  either
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable
under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three or more Business Days; 


        (c)  any
representation or warranty made or deemed made by or on behalf of either Borrower or any of their Subsidiaries in or in connection with this Agreement or any
amendment or modification hereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification
hereof, shall prove to have been incorrect in any material respect when made or deemed made; 


        (d)  either
Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to the Borrower's
existence), 5.08 or in Article VI (other than Section 6.02(b)); 



39





 




        (e)  either
Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a),
(b) or (d) of this Article) and such failure shall continue unremedied for a period of 30 or more days after notice thereof from the Administrative Agent (given at the request of any
Lender) to such Borrower; 


        (f)    either
Borrower or any of their Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable; 


        (g)  any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the
giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to
require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not
apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; 



        (h)  an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of
either Borrower or any of their Subsidiaries (other than Non-Material Subsidiaries) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for either Borrower
or any of their Subsidiaries (other than Non-Material Subsidiaries) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed
for a period of 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered; 



        (i)    either
Borrower or any of their Subsidiaries (other than Non-Material Subsidiaries) shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Borrower or any of its Subsidiaries (other than Non-Material Subsidiaries) or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the foregoing; 


        (j)    either
Borrower or any of their Subsidiaries (other than Non-Material Subsidiaries) shall become unable, admit in writing its inability or fail generally to
pay its debts as they become due; 


        (k)  one
or more judgments for the payment of money in an aggregate amount in excess of $40,000,000 (exclusive of judgment amounts fully covered by insurance where the
insurer has admitted liability in respect of such judgment) or $120,000,000 (regardless of insurance coverage) shall be rendered against either Borrower or any of their Subsidiaries or any combination
thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of either Borrower or any of their Subsidiaries to enforce any such judgment; 


        (l)    an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect; 


        (m)  a
Change in Control shall occur; 



40











  



        (n)  in
the case of WAMU only, any Insured Subsidiary shall cease accepting deposits on the instruction of any Federal, state or other regulatory body with authority to give
such instruction other than pursuant to an instruction generally applicable to banks organized under the jurisdiction of organization of such Insured Subsidiary; 



        (o)  in
the case of WAMU only, any Insured Subsidiary shall be required (whether or not the time allowed by the appropriate Bank Regulatory Authority for the submission of
such plan has been established or elapsed) to submit a capital restoration plan of the type referred to in 12 U.S.C. §1831o(b)(2)(C), as amended, re-enacted or redesignated
from time to time, or any Bank Regulatory Authority shall issue a cease and desist order to or in respect of WAMU or any of its Insured Subsidiaries; or 


        (p)  in
the case of WAMU only, WAMU shall Guarantee in writing (voluntarily or otherwise) the capital of any Insured Subsidiary upon the instruction or request of any Bank
Regulatory Authority; 




then,
and in every such event (other than an event with respect to the relevant Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to such Borrower, take either or both of the following actions, at the same or
different times: (i) terminate the Commitments available to such Borrower, and thereupon the Commitments available to such Borrower shall terminate immediately, and (ii) declare the
Loans to such Borrower then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable),
and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of such Borrower accrued hereunder, shall become
due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by such Borrower; and in case of any event with respect to such Borrower
described in clause (h) or (i) of this Article, the Commitments available to such Borrower shall automatically terminate and the principal of the Loans to such Borrower then outstanding,
together with accrued interest thereon and all fees and other obligations of such Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by such Borrower. For the avoidance of doubt, (i) if an Event of Default occurs with respect to one Borrower but not the other, then there
shall be no Event of Default with respect to the other Borrower and all Borrowings attributable to a Borrowing Request from or on behalf of the non-defaulting Borrower shall remain
unaffected and the non-defaulting Borrower shall continue to have all rights to borrow, to convert rate elections, to seek extension of the termination date and all other rights accruing
under this Agreement as if the Borrowings were made to the non-defaulting Borrower pursuant to an agreement separate from the defaulting Borrower, and (ii) for purposes of the
preceding clause (i), if
there occurs any event or circumstance constituting an Event of Default under any of clauses (c), (f), (g), (h), (i), (j), (k) and (l), whether expressly or by operation of any defined term
used in any of such clauses, of this Article VII with respect to a Subsidiary of a Borrower (including, without limitation, with respect to Finance as a Subsidiary of WAMU), such Event of
Default shall be deemed to be an Event of Default with respect to such Borrower. 


ARTICLE VIII

AGENTS  


        SECTION
8.01    Administrative Agent.    



        (a)    Appointment.    Subject to Section 8.01(f), each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative 



41





 


Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. 



        (b)    Rights and Powers as Lender.    The Person serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with the Borrowers or any Subsidiaries or other Affiliates thereof as if it were not the Administrative Agent hereunder. 


        (c)    No Implied Duties.    The Administrative Agent shall not have any duties or obligations except those expressly
set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their respective Subsidiaries that is communicated
to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by a Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 


        (d)    Reliance Upon Certificates, Etc.    The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the
proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for a Borrower), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 


        (e)    Performance Through Sub-Agents.    The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and
to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent. 



42





 




        (f)    Resignation.    The Administrative Agent may resign at any time by notifying the Lenders and the Borrowers.
Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent's resignation shall
nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties
of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as
the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall
continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. 



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




        SECTION
8.02    Syndication Agents.    The Syndication Agents named on the cover page of this Agreement, in their
capacity as such, shall have no obligation, responsibility or required performance hereunder and shall not become liable in any manner to any party hereto. No party hereto shall have any obligation or
liability, or owe any performance, hereunder, to the Syndication Agents in their capacity as such. 


ARTICLE IX

MISCELLANEOUS  


        SECTION
9.01.    Notices.    Except in the case of notices and other communications expressly permitted to be given by
telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows: 



        (a)  if
to WAMU or Finance, to it at 1201 Third Avenue, WMT0511, Seattle, Washington 98101, Attention of Richard D. Lodge (Telecopy No. (206) 554-2717;
Telephone No. (206) 461-4319), with copies to Richard Careaga (Telecopy No. (206) 377-6244; Telephone No. (206) 377-7837), Deborah R. Tracy
(Telecopy No. (813) 632-4599; Telephone No. (813) 632-4440) and Bernard L. Russell (Telecopy No. (206) 389-6217; Telephone No.
(206) 389-6238); 


        (b)  if
to the Administrative Agent, to JPMorgan Chase Bank, 1 Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Loan and Agency Services Group
(Telecopy No. (212) 552-5658; Telephone No. (212) 552-7500), with a copy to JPMorgan Chase Bank, 270 Park 



43





 





Avenue, New York, New York 10017, Attention of Christine Herrick (Telecopy No. (212) 270-0412; Telephone No. (212) 270-9747); and 


        (c)  if
to a Lender (including, if applicable, in its capacity as a Swingline Lender) to it at its address (or telecopy number) set forth in its Administrative Questionnaire. 




Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (or, in the case of any such change by a Lender, by
notice to the Borrowers and the Administrative Agent). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt. 


        SECTION
9.02.    Waivers; Amendments.    



        (a)    No Deemed Waivers; Remedies Cumulative.    No failure or delay by the Administrative Agent or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrowers therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender
may have had notice or knowledge of such Default at the time. 



        (b)    Amendments.    Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders;  provided that (x) no such agreement shall 



        (i)    increase
the Commitment of any Lender without the written consent of each affected Lender, 



        (ii)  reduce
the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each affected
Lender, 


        (iii)  postpone
the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or
excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each affected Lender, 


        (iv)  alter
the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as among the Lenders or Types or Classes of Loans,
without the written consent of each affected Lender, or 


        (v)  change
any of the provisions of this Section or the definition of the term "Required Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender 





and
(y) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Swingline Lender hereunder without the prior written consent of the
Administrative Agent or such Swingline Lender, as the case may be. 


44





 

        SECTION
9.03.    Expenses; Indemnity; Damage Waiver.    



        (a)    Costs and Expenses.    The Borrowers shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication
of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions
contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges
and disbursements of any counsel for the Administrative Agent, or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made hereunder, including in connection with any workout, restructuring or negotiations in respect thereof. 


        (b)    Indemnification by the Borrowers.    The Borrowers, jointly and severally, shall indemnify the Administrative
Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by either Borrower or any of their Subsidiaries, or any Environmental Liability related in any
way to either Borrower or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulting from the gross negligence or wilful misconduct of such Indemnitee. 


        (c)    Third Party Claims.    If a claim by a third party (a "Third-Party
Claim") is made against an Indemnitee, and if such Indemnitee intends to seek indemnity with respect thereto under Section 9.03(b), such Indemnitee shall promptly notify
the Borrowers (jointly and severally, the "Indemnifying Party") of the institution of such claim, action or proceeding and the Indemnifying Party shall
thereupon be entitled to participate in the defense thereof and shall have the right, at its option, to assume the defense thereof including the employment of counsel (reasonably satisfactory at all
times to such Indemnitee) and payment of expenses. Once the Indemnifying Party has assumed the defense of any such claim, action or proceeding, the Indemnifying Party shall no longer be liable to any
such Indemnitee for any expenses subsequently incurred thereby in connection therewith except to the extent provided for in the next sentence. Such Indemnitee shall have the right to employ its own
counsel, but the fees and expenses of such counsel shall be for the account of such Indemnitee unless (x) the employment of such counsel shall have been authorized in writing by the
Indemnifying Party in connection with the defense of such claim, action or proceeding, or (y) such Indemnitee concludes on the basis of advice of counsel that there are legal defenses available
to it which are different from or in addition to those available to the Indemnifying Party and such different or additional defenses conflict therewith or that there are claims against the Indemnitee
which are different to those against the Indemnifying Party. If the Indemnifying Party so chooses to assume the defense it shall do so promptly and diligently. So long as the Indemnifying Party is
reasonably contesting any such claim in good faith, the Indemnitee shall not pay or settle any such claim without thereby waiving its right to indemnity 



45





 





therefor by the Indemnifying Party. Notwithstanding the foregoing, if the Indemnifying Party does not notify the Indemnitee in writing within 30 days after the receipt of the Indemnitee's
written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnitee shall have the right to contest, settle or compromise the claim but shall not thereby
waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, except with the written consent of the Indemnitee, enter into any settlement unless (A) there
is no finding or admission of any violation of applicable law, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (C) the Indemnitee shall
have no liability with respect to any compromise or settlement of such Third-Party Claim, and (D) the compromise or settlement provides to the Indemnitee and each Related Party to the
Indemnitee an unconditional release from all liability with respect to such Third-Party Claim or the facts underlying such Third-Party Claim. With respect to any Third-Party Claim subject to
indemnification under Section 9.03(b), (i) both the Indemnitee and the Indemnifying Party, as the case may be, shall keep the other party reasonably informed of the status of such Third-
Party Claim and any related proceedings at all stages thereof, (ii) the parties agree to render to each other such assistance as they may reasonably require of each other and to cooperate in
good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim and (iii) with respect to any Third-Party Claim subject to indemnification under
Section 9.03(b) the parties agree to cooperate in such a manner as to preserve in full (to the extent reasonably practicable and permitted by applicable law) the confidentiality of all
confidential information and the attorney-client and
work-product privileges, provided that the Borrowers shall pay all expenses incurred by or asserted against any Indemnitee arising out of,
in connection with, or as a result of such cooperation. 


        (d)    Reimbursement by Lenders.    To the extent that the Borrowers fail to pay any amount required to be paid by
them to the Administrative Agent or any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or such Swingline
Lender, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount;  provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent or such Swingline Lender in its capacity as such. 


        (e)    Waiver of Consequential Damages, Etc.    To the extent permitted by applicable law, neither Borrower shall
assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. To the extent
permitted by applicable law and other than the claims set forth in Section 9.03(b), no Lender shall assert, and each Lender hereby waives, any claim against either Borrower or any Related Party
of either Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of,
this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. 



        (f)    Payments.    All amounts due under this Section shall be payable not later than ten days after written demand
therefor. 




        SECTION
9.04.    Successors and Assigns.    



        (a)    Assignments Generally.    The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby, except that (i) neither Borrower may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted 



46





 


assignment or transfer by either Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement. 


        (b)    Assignments by Lenders.    



        (i)    Assignments Generally.    Subject to the conditions set forth in clause (ii) below, any Lender may
assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld or delayed) of: 



        (A)  the
Borrowers, provided that no consent of the Borrowers shall be required for an assignment to a Lender, an Affiliate of
a Lender or, if an Event of Default has occurred and is continuing, any other assignee; 


        (B)  the
Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or, of any
Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment; and 


        (C)  the
respective Swingline Lender in the case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its Swingline Exposure. 




        (ii)    Certain Conditions to Assignments.    Assignments shall be subject to the following additional conditions: 



        (A)  except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment or Loans
of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrowers and the Administrative Agent otherwise consent, provided that no such consent of the Borrowers
shall be required if an Event of Default has occurred and is continuing; 


        (B)  each
partial assignment of any Class of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement in respect of such Class of Commitments and Loans, except that this subclause (B) shall not apply to rights in respect of outstanding Competitive Loans; 


        (C)  the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of
$3,500; 


        (D)  the
assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and 


        (E)  in
the case of an assignment to a CLO, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this
Agreement, provided that the Assignment and Acceptance between such Lender and such CLO may provide that such Lender will not, without the consent of
such CLO, agree to 





47





 







any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such CLO. 




        (iii)    Effectiveness of Assignments.    Subject to acceptance and recording thereof pursuant to paragraph (c)
of this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (e) of this Section. 




        (c)    Maintenance of Register by the Administrative Agent.    The Administrative Agent, acting for this purpose as an
agent of the Borrowers, shall maintain at one of its offices in New York City a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 


        (d)    Effectiveness of Assignments.    Upon its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in
paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance
and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 


        (e)    Participations.    Any Lender may, without the consent of the Borrowers, the Administrative Agent or any
Swingline Lender, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and
(iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under
this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve
any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to
paragraph (f) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had
acquired its interest by assignment 



48





 





pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender,  provided such
Participant agrees to be subject to Section 2.17(d) as though it were a Lender hereunder.
 


        (f)    Limitations on Rights of Participants.    A Participant shall not be entitled to receive any greater payment
under Section 2.14, 2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrowers' prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16
unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.16(e) as though it were a
Lender. 


        (g)    Certain Pledges.    Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such assignee for such Lender as a party hereto. 



        (h)    No Assignments to the Borrowers or Affiliates.    Anything in this Section to the contrary notwithstanding, no
Lender may assign or participate any interest in any Loan held by it hereunder to either Borrower or any of its respective Affiliates or Subsidiaries without the prior consent of each Lender. 


        (i)    Special Purpose Vehicles.    Notwithstanding anything to the contrary contained herein, any Lender (a
"Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender,
identified as such in writing from time to time by the Granting Lender to the Administrative
Agent and the Borrowers, the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make, provided that  (i) nothing herein shall constitute a
commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all
or any part of such Loan, the Granting Lender shall make such Loan pursuant to the terms hereof, and (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender,
and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the
exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrowers, and each of the Administrative Agent, the Lenders and
the Borrowers shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in
instituting against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in
respect of claims arising out of this Agreement, provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each
other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary
contained in this Section 9.04(i), any SPC may (i) with the prior written consent of the relevant Borrower and the Administrative Agent (which consents shall not be unreasonably
withheld) but without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions 



49





 





providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but
nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder), provided that neither the
consent of the SPC or of any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under
Section 9.02, and (ii) disclose on a confidential basis (in the same manner described in Section 9.12) any non-public information relating to its Loans to any rating
agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. 




        SECTION
9.05.    Survival.    All covenants, agreements, representations and warranties made by the Borrowers herein
and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or
any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or
terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof. 



        SECTION
9.06.    Counterparts; Integration; Effectiveness.    This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this
Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 


        SECTION
9.07.    Severability.    Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 


        SECTION
9.08.    Right of Setoff.    If an Event of Default shall have occurred and be continuing, each Lender is
hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the relevant Borrower against any of and all the obligations of such Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights
of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 


50





 



        SECTION
9.09.    Governing Law; Jurisdiction; Etc.    



        (a)    Governing Law.    This Agreement shall be construed in accordance with and governed by the law of the State of
New York. 


        (b)    Submission to Jurisdiction.    Each Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative
Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrowers or their respective properties in the courts of any jurisdiction. 



        (c)    Waiver of Venue.    Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court. 


        (d)    Service of Process.    Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 




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


        SECTION
9.11.    Headings.    Article and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 



        SECTION
9.12.    Treatment of Certain Information; Confidentiality.    



        (a)    Treatment of Certain Information.    Each Borrower acknowledges that from time to time financial advisory,
investment banking and other services may be offered or provided to such Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or more
subsidiaries or affiliates of such Lender and each Borrower hereby authorizes each Lender to
share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any
such subsidiary or affiliate, it being understood that any such 



51





 


subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the
repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof. 



        (b)    Confidentiality.    Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be 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) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this paragraph, to any assignee of or Participant in, or any prospective assignee of
or Participant in, any of its rights or obligations under this Agreement, (vii) with the consent of the Borrowers or (viii) to the extent such Information (A) becomes publicly
available other than as a result of a breach of this paragraph or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the
Borrowers. In the event that the Administrative Agent or a Lender receives a request to disclose any information pursuant to clause (iii) of the previous sentence, the party receiving such
request agrees, to the extent reasonably practicable and permitted by applicable law (a) to promptly notify the Borrowers of such request in writing, (b) to consult with the Borrowers on
the advisability of taking steps to resist or narrow such request, and (c) if, based on the advice of counsel to the Administrative Agent or the Lender, as the case may be, disclosure is
required, to notify the Borrowers and cooperate reasonably with the Borrowers in any attempt that the Borrowers may make to obtain an order or other reliable assurance that confidential treatment will
be accorded to designated portions of such information, provided that the Borrowers shall pay all expenses incurred by or asserted against the
Administrative Agent or such Lender, as the case may be, arising out of, in connection with, or as a result of such cooperation. Notwithstanding the foregoing, if, based on the advice of counsel to
the Administrative Agent or the Lender, as the case may be, disclosure is required in the circumstances described above, disclosure may be made, subject to compliance with the previous sentence. For
the purposes of this paragraph, "Information" means all information received from either Borrower relating to such Borrower or its business, other than
any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such Borrower;  provided that, in the case of information received from
such Borrower after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 



52












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



	 	 	WASHINGTON MUTUAL, INC.
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

WASHINGTON MUTUAL FINANCE CORPORATION
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	
LENDERS
	

 	
 	

JPMORGAN CHASE BANK, individually and as a Swingline Lender and as Administrative Agent
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

BANK ONE, N.A.
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

CITIBANK, N.A.
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

WELLS FARGO BANK, NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 








	

 	
 	

CREDIT SUISSE FIRST BOSTON ACTING THROUGH ITS CAYMAN ISLANDS BRANCH
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

ABN AMRO N.V.
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

THE BANK OF NEW YORK
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

BEAR STEARNS CORPORATE LENDING
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

LEHMAN BROTHERS BANK, FSB
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

MERRILL LYNCH BANK USA
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

MORGAN STANLEY BANK
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

WACHOVIA BANK, N.A.
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 








	

 	
 	

WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

UNION BANK OF CALIFORNIA
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

BANK OF MONTREAL
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 








Schedule I  


Commitments  



	LENDER
 
	 	Commitment ($)

	JPMORGAN CHASE BANK	 	 	70,000,000
	BANK OF AMERICA, N.A.	 	 	60,000,000
	BANK ONE, N.A.	 	 	60,000,000
	CITIBANK, N.A.	 	 	60,000,000
	DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH	 	 	50,000,000
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 	50,000,000
	CREDIT SUISSE FIRST BOSTON ACTING THROUGH ITS CAYMAN ISLANDS BRANCH	 	 	50,000,000
	ABN AMRO N.V.	 	 	40,000,000
	THE BANK OF NEW YORK	 	 	40,000,000
	BEAR STEARNS CORPORATE LENDING	 	 	40,000,000
	LEHMAN COMMERCIAL PAPER INC.	 	 	40,000,000
	MERRILL LYNCH BANK USA	 	 	40,000,000
	MORGAN STANLEY BANK	 	 	40,000,000
	WACHOVIA BANK, N.A.	 	 	40,000,000
	WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH	 	 	40,000,000
	UNION BANK OF CALIFORNIA	 	 	40,000,000
	BANK OF MONTREAL	 	 	40,000,000
	

TOTAL	
 	
$	

800,000,000










Schedule II  


MATERIAL AGREEMENTS AND LIENS


Part A— 


Material Agreements  


        1.    Indenture
dated as of February 8, 1996 between Washington Mutual Bank, FA (under its prior name, American Savings Bank, F.A.) and The Bank of New York, as trustee,
pursuant to which Washington Mutual Bank, FA issued its 6.625% Subordinated Notes due February 15, 2006. 


        2.    Indenture
dated as of August 15, 1997 between Home Savings of America, FSB and the First National Bank of Chicago, as trustee, pursuant to which Home Savings of
America, FSB issued its 6.5% Subordinated Notes due August 15, 2004. 


        3.    Advances
and Security Agreement dated as of October 1, 1997 between Washington Mutual Bank, FA (under its prior name, American Savings Bank, F.A.) and the Federal
Home Loan Bank of San Francisco. 


        4.    Tax
Sharing Agreement among Washington Mutual Bank, FA, Washington Mutual, Inc., Washington Mutual Bank fsb, Washington Mutual Bank, New American
Capital, Inc. and Washington Mutual Finance Corporation (under its prior name, Aristar, Inc.) dated March 30, 1998, as amended August 31, 1999. 



        5.    Assistance
Agreement dated as of December 28, 1988 between Washington Mutual Bank, FA (under its prior name, American Savings Bank, F.A.), Keystone
Holdings, Inc., New American Holdings, Inc., New American Capital, Inc., N.A. Capital Holdings, Inc., New West Federal Savings and Loan Association and the Federal Savings
and Loan Insurance Corporation. 


        6.    Advances,
Collateral Pledge and Security Agreement made as of April 20, 1999, between Bank United (predecessor to Washington Mutual Bank, FA) and the Federal Home
Loan Bank of Dallas 


        7.    Indenture
dated as of dated as of August 1, 1992 between Fleet Mortgage Group, Inc. and NationsBank of Georgia, N.A. (as amended by four supplemental
indentures), pursuant to which Fleet Mortgage Group, Inc. issued its 7.06% Senior Notes due July 26, 2002, its 7.05% Senior Notes due July 26, 2002, its 6.76% Senior Notes due
May 7, 2003, its 6.70% Senior Notes due May 19, 2003 and its 6.84% Senior Notes due May 21, 2003. 


        8.    Indenture
dated as of April 30, 2001 between Washington Mutual, Inc. and The Bank of New York, pursuant to which Washington Mutual, Inc. issued its
5.375% Subordinated Debentures due July 1, 2041. 


        9.    Purchase
Contract Agreement dated as of August 10, 1999 between Bank United Corp. and The First National Bank of Chicago (as amended) and Pledge Agreement dated as
of August 10, 1999 among Bank United Corp., The Bank of New York and The First National Bank of Chicago (as amended), pursuant to which Bank United Corp. issued its 8% Premium Income Equity
Securities subject to mandatory redemption on August 16, 2004. 


        10.  Indenture
dated as of September 12, 1990 between Great Western Financial Corporation and Harris Trust and Savings Bank, pursuant to which Great Western Financial
Corporation issued its 8.250% subordinated notes due December 31, 2025 and its 8.206% subordinated deferrable interest notes due February 1, 2027. 


        11.  Indenture
dated as of December 3, 1996 between H.F. Ahmanson & Company and The First National Bank of Chicago, pursuant to which H.F. Ahmanson &
Company issued its 8.360% subordinated notes due December 1, 2026. 


        12.  Indenture
dated as of May 30, 1997 between Washington Mutual, Inc. and The Bank of New York pursuant to which Washington Mutual, Inc. issued its
8.375% junior subordinated debentures due June 1, 2027. 





 



Outstanding Debt Securities  



	WMI	 	—	 	Washington Mutual, Inc. and its subsidiaries (other than those specifically set forth below)
	WMF	 	—	 	Washington Mutual Finance Corporation and its subsidiaries
	WMBFA	 	—	 	Washington Mutual Bank, FA and its subsidiaries
	NACI	 	—	 	New American Capital, Inc. and its subsidiaries
	WMB	 	—	 	Washington Mutual Bank and its subsidiaries





        This
chart does not include intercompany debt obligations of WMI or any of its subsidiaries. 


        Securities
marked with an asterisk (*) are guaranteed by WMI. 



	ISSUER
	 	SECURITY
	 	COUPON
	 	MATURITY
	 	PRINCIPAL

AMOUNT

	WMI	 	Senior Note	 	9.00%	 	12/19/02	 	$250,000,000.00
	WMI	 	Senior Note	 	8.250%	 	10/01/2002	 	$250,000,000.00
	WMI	 	Subordinated Note	 	7.875%	 	09/01/2004	 	$125,000,000.00
	WMI	 	Senior Note	 	7.500%	 	08/15/2006	 	$750,000,000.00
	WMI	 	Senior Note	 	7.500%	 	08/15/2006	 	$250,000,000.00
	WMI	 	Senior Note	 	5.625%	 	01/15/2007	 	$1,000,000,000.00
	WMI	 	Subordinated Note	 	8.250%	 	04/01/2010	 	$500,000,000.00
	WMI	 	Junior Subordinate Debentures (trust preferred transaction)	 	8.375%	 	06/01/2027	 	$400,000,000.00
	WMI	 	Subordinated Notes (trust preferred transaction)	 	8.36%	 	12/01/2026	 	$150,000,000.00
	WMI	 	Subordinated Notes (trust preferred transaction)	 	9.33%	 	05/06/2027	 	$200,000,000.00
	WMI	 	Senior Note	 	7.250%	 	08/15/2005	 	$150,000,000.00
	WMI	 	Subordinated Debenture (Trust Preferred Income Equity Redeemable Securities transaction)	 	5.375%	 	07/01/2041	 	$1,150,000,000.00
	WMI	 	PIES (Premium Income Equity Securities)	 	8.000% (7.250% dividend on underlying preferred stock + 0.750% contract payment)	 	08/16/2002 automatic settlement of PIES (preferred stock manditorily redeemed 08/16/2004)	 	$100,000,000.00



2





 

	WMI	 	Subordinated Note	 	8.875%	 	05/01/2007	 	$220,000,000.00
	WMBFA	 	Senior Note*	 	6.760%	 	05/07/2003	 	$3,000,000.00
	WMBFA	 	Senior Note*	 	6.700%	 	05/19/2003	 	$2,000,000.00
	WMBFA	 	Senior Note*	 	6.840%	 	05/21/2003	 	$50,000,000.00
	WMBFA	 	Senior Note*	 	7.060%	 	07/26/2002	 	$60,000,000.00
	WMBFA	 	Senior Note*	 	7.050%	 	07/26/2002	 	$10,000,000.00
	WMBFA	 	Subordinated Note	 	8.000%	 	03/15/2009	 	$150,000,000.00
	WMBFA	 	Senior Note	 	9.500%	 	09/15/2017	 	$200,000,000.00
	WMBFA	 	Subordinated Note	 	6.500%	 	08/15/2004	 	$125,000,000.00
	WMBFA	 	Subordinated Note	 	6.625%	 	02/15/2006	 	$100,000,000.00
	WMBFA	 	Subordinated Note	 	6.875%	 	06/15/2011	 	$1,000,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 32 basis points	 	05/14/2004	 	$1,000,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 18 basis points	 	05/14/2003	 	$200,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 30 basis points	 	05/17/2004	 	$300,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 8 basis points (initially)	 	05/24/2002 (periodically extendible until 08/24/2006 )	 	$149,700,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 17 basis points	 	05/29/2003	 	$250,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 17 basis points	 	5/30/2003	 	$50,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 15 basis points	 	06/16/2003	 	$150,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 12 basis points	 	12/16/2002	 	$100,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 35 basis points	 	07/25/2006	 	$750,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 8 basis points	 	08/24/2002	 	$69,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 12 basis points	 	11/25/2002	 	$21,300,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 8 basis points	 	11/25/2002	 	$260,000,000.00
	WMBFA	 	Senior Note	 	3 Month LIBOR + 28 basis points	 	08/09/2004	 	$50,000,000.00
	WMBFA	 	Medium Term Note	 	7.29%	 	08/19/2003	 	$16,000,000.00
	WMBFA	 	Medium Term Note	 	7.34%	 	08/20/2003	 	$5,000,000.00
	WMBFA	 	Medium Term Note	 	7.315%	 	08/25/2003	 	$5,000,000.00
	WMF	 	Senior Note	 	8.250%	 	06/15/2005	 	$450,000,000.00
	WMF	 	Senior Note	 	6.300%	 	10/01/2002	 	$150,000,000.00
	WMF	 	Senior Note	 	5.850%	 	01/27/2004	 	$200,000,000.00
	WMF	 	Senior Note	 	7.250%	 	06/15/2006	 	$250,000,000.00
	WMF	 	Senior Note	 	7.375%	 	09/01/2004	 	$300,000,000.00
	WMF	 	Senior Note	 	6.500%	 	11/15/2003	 	$150,000,000.00
	WMF	 	Senior Note	 	6.250%	 	05/15/06	 	$500,000,000.00



3





 

	WMF	 	Senior Note	 	6.875%	 	05/15/11	 	$500,000,000.00
	WMB	 	Senior Note	 	3 Month LIBOR + 15 basis points	 	06/5/2003	 	$100,000,000.00
	WMB	 	Senior Note	 	4.57%	 	07/01/2004	 	$50,000,000.00
	WMB	 	Senior Note	 	3 Month LIBOR + 15 basis points	 	06/07/2004	 	$100,000,000.00
	NACI	 	Subordinated Note (trust preferred transaction)	 	8.250%	 	12/31/2025	 	$100,000,000.00
	NACI	 	Subordinated Deferrable Interest Note (trust preferred transaction)	 	8.206%	 	02/01/2027	 	$300,000,000.00
	 	 	Total:	 	 	 	 	 	$13,721,000,000.00





Part B—Liens


        None.



4








Schedule III  


Litigation  


        Several of Finance's subsidiaries and their current and former employees are defendants in a number of suits pending in the state and federal courts of
Mississippi. The lawsuits generally allege unfair lending and insurance related practices. Similar suits are pending against other financial services companies in Mississippi. In one of the pending
cases, Carolyn Baker, et al. v. Washington Mutual Finance Group, LLC f/k/a City Finance Company, a jury awarded just over $71 million against one
of Finance's subsidiaries, Washington Mutual Finance Group, LLC, a Delaware limited liability company ("WMF Group"). Pursuant to a motion filed by WMF Group, the trial court reduced the verdict to
just over $53 million. WMF Group is in the process of appealing the verdict and has posted a bond to stay execution on the judgment pending the appellate court's ruling. The appeal will be
based on numerous grounds, including the gross inequity between the alleged economic losses of only $12,000 and the actual jury award. Based upon information presently available, we believe that the
total amounts that will ultimately be paid, if any, arising from these lawsuits and proceedings will not have a material adverse effect on our consolidated results of operations and financial
position. 








Schedule IV  


Environmental Matters  


        None. 






Schedule V  


Subsidiaries  


PRINCIPAL SUBSIDIARIES OF WASHINGTON MUTUAL, INC.  


	•
	Washington
Mutual Bank, FA, a federal savings association, all of the common stock of which is held by New American Capital, Inc., a Delaware
corporation, and all of the preferred stock of which is held by Washington Mutual, Inc. New American Capital, Inc. is a wholly owned direct subsidiary of Washington Mutual, Inc.



	•
	Washington
Mutual Bank, a Washington state chartered stock savings bank, a wholly owned direct subsidiary of Washington Mutual, Inc.



	•
	Long
Beach Mortgage Company, a Delaware corporation, a wholly owned direct subsidiary of Washington Mutual, Inc.



	•
	Washington
Mutual Bank fsb, a federal savings bank, a wholly owned direct subsidiary of Washington Mutual, Inc..



	•
	Washington
Mutual Finance Corporation, a Delaware corporation, is a wholly owned direct subsidiary of Great Western Service Corporation Two, a California
corporation, which is a wholly owned direct subsidiary of New American Capital, Inc., a Delaware corporation. New American Capital, Inc. is a wholly owned direct subsidiary of Washington
Mutual, Inc. 


SUBSIDIARIES OF WASHINGTON MUTUAL FINANCE CORPORATION  


	•
	The
following entities are wholly owned direct subsidiaries of Washington Mutual Finance Corporation, except for the three indirect subsidiaries, as noted.



	1.
	Aristar
Agency, Inc., a Delaware corporation



	2.
	Aristar
Insurance Company, a South Carolina corporation



	3.
	Aristar
Management, Inc., a Florida corporation



	4.
	City
Holdings Reinsurance Life Company, an Arizona corporation



	5.
	Domestic
Finance Corporation, a Pennsylvania corporation (inactive)



	6.
	Domestic
Acceptance Company, a Pennsylvania corporation(inactive)



	7.
	Washington
Mutual Finance, Inc. of Kansas, a Kansas corporation, which does business in Missouri under the name "Washington Mutual Finance Incorporated of Kansas"



	8.
	Blazer
Consumer Discount Company, a Pennsylvania corporation



	9.
	Public
Finance Corporation, a West Virginia corporation doing business as "Washington Mutual Finance"



	10.
	Western
Financial Funding Company, a California corporation



	•
	Integrated
Funding Company, a California corporation, a wholly owned direct subsidiary of Western Financial Funding Company 









	11.
	Blazer
Financial Corporation, a Louisiana corporation



	•
	First
Community Industrial Bank, a Colorado corporation, a wholly owned direct subsidiary of Blazer Financial Corporation 









	12.
	Blazer
Financial Services, Inc. a New Jersey corporation



	13.
	Blazer
Financial Services, Inc. a New York corporation



	14.
	Blazer
Financial Services, Inc. an Ohio corporation 








 



	15.
	Blazer
Financial Services, Inc. a Pennsylvania corporation



	16.
	Blazer
Financial Services, Inc. a Wisconsin corporation



	17.
	Blazer
Financial Services, Inc. an Idaho corporation doing business as "Washington Mutual Finance"



	18.
	Blazer
Financial Services, Inc. a New Mexico corporation doing business as "Washington Mutual Finance"



	19.
	Western
Credit Services, Co., an Oregon corporation doing business as "Washington Mutual Finance"



	20.
	Washington
Mutual Finance, Inc., a California corporation



	21.
	Washington
Mutual Finance, Inc., an Ohio corporation



	22.
	Washington
Mutual Finance, Inc., a Utah corporation



	23.
	Blazer
Financial Services of Indiana, Inc., an Indiana corporation



	24.
	Blazer
Financial Services of Miami, Inc., a Florida corporation



	25.
	Blazer
Financial Services of Midway, Inc., a Delaware corporation



	26.
	Washington
Mutual Finance of Mississippi, LLC, a Delaware limited liability Company



	27.
	Washington
Mutual Finance of Florida, LLC, a Delaware limited liability company



	28.
	Washington
Mutual Finance of North Carolina, LLC, a Delaware limited liability company



	29.
	Washington
Mutual Finance of Virginia, LLC, a Delaware limited liability company



	30.
	Washington
Mutual Finance, LLC, a Delaware limited liability company



	31.
	Washington
Mutual Finance Group, LLC, a Delaware limited liability company



	32.
	Alabama
Service Agency, LLC, an Alabama limited liability company



	33.
	Washington
Mutual Finance of Texas, LLC, a Delaware limited liability company



	34.
	Washington
Mutual Finance Asset Holdings, LLC, a Delaware limited liability company



	•
	Washington
Mutual Finance, LP, a Texas limited partnership whose general partner is Washington Mutual Finance of Texas, LLC and whose limited partner is
Washington Mutual Finance Asset Holdings, LLC 









	35.
	WMFC
Acceptance, LLC, a Delaware limited liability company 



2










EXHIBIT A  


[Form of Assignment and Acceptance]  


 ASSIGNMENT AND ACCEPTANCE  


        Reference is made to the Three-Year Credit Agreement dated as of August 12, 2002 (as amended and in effect on the date hereof, the
"Agreement"), between Washington Mutual, Inc., Washington Mutual Finance Corporation, the Lenders named therein and JPMorgan Chase Bank, as
Administrative Agent for the Lenders. Terms defined in the Agreement are used herein with the same meanings. 


        The
Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations
under the Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Competitive Loans and Syndicated Loans owing to the Assignor which are
outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment
Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by
the provisions of the Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Agreement. 



        This
Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by
the Assignee pursuant to Section 2.16(e) of the Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the
Administrative Agent pursuant to Section 9.04(b) of the Agreement. 



        This
Assignment and Acceptance shall be governed by and construed in accordance with the law of the State of New York. 





 

Date
of Assignment: 


Legal
Name of Assignor: 


Legal
Name of Assignee: 


Assignee's
Address for Notices: 



Effective
Date of Assignment

("Assignment Date")(1): 




	(1)
	Must
be at least five Business Days after execution hereof by all required parties. 






	Facility
 
	 	Principal Amount

Assigned (and

identifying

information as to

individual

Competitive Loans)
	 	Percentage Assigned of

Facility/Commitment

(set forth, to at

least 8 decimals, as a

percentage of the

Facility and the

aggregate Commitments

of all Lenders

thereunder)
	 
	Commitment Assigned:	 	$	 	 	 	%
	

Syndicated Loans:	
 	
 	

 	
 	

 	
 
	

Competitive Loans:	
 	
 	

 	
 	

 	
 
	

Fees Assigned (if any):	
 	
 	

 	
 	

 	
 





        The
terms set forth above and below are hereby agreed to: 



	 	 	[NAME OF ASSIGNOR], as Assignor
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

[NAME OF ASSIGNEE], as Assignee
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




2





 

        The
undersigned hereby consent to the within assignment:(2) 




	(2)
	Consents
to be included to the extent required by Section 9.04(b) of the Agreement. 






	WASHINGTON MUTUAL, INC.	 	 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	

WASHINGTON MUTUAL FINANCE CORPORATION	
 	

 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	

JPMORGAN CHASE BANK, as Administrative Agent [and as a Swingline Lender]	
 	

 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	

[                        ], as a Swingline Lender	
 	

 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	

[                        ], as a Swingline Lender	
 	

 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	

[                        ], as a Swingline Lender	
 	

 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 




3






EXHIBIT B  


[Form of Opinion of Counsel to the Borrowers] 


August 12,
2002 


To
the Lenders party to the Agreement

referred to below and JPMorgan Chase Bank,

as Administrative Agent 




	Re:
	Washington
Mutual, Inc./Washington Mutual Finance Corporation 





Ladies
and Gentlemen: 


        We
have acted as counsel to Washington Mutual, Inc., a Washington corporation ("WMI"), and its wholly owned, indirect subsidiary
Washington Mutual Finance Corporation, a Delaware corporation ("Finance" and together with WMI, the
"Borrowers"), in connection with the Three-Year Credit Agreement, dated as of August 12, 2002, between the Borrowers, the lenders
party thereto and JPMorgan Chase Bank, as Administrative Agent (the "Agreement"). This opinion is rendered to you pursuant to Section 4.01(b) of
the Agreement. Capitalized terms used without definition in this opinion have the meanings given to them in the Agreement. 


I.  


        We have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. We have based our opinion upon our review of the following records, documents,
instruments and certificates and such additional certificates relating to factual matters as we have deemed necessary or appropriate for our opinion: 



	(a)
	The
Agreement;



	(b)
	The
Articles of Incorporation of WMI certified by the Washington Secretary of State as of [                        ], 2002, and
certified to us by an officer of WMI as
being complete and in full force and effect as of the date of this opinion and the Articles of Incorporation of Finance certified by the Delaware Secretary of State as of
[                        ], 2002, and certified to us by an officer of Finance as being complete and in full force and effect as
of the date of this opinion;



	(c)
	The
Bylaws of WMI certified to us by an officer of WMI as being complete and in full force and effect as of the date of this opinion, and the Bylaws of Finance certified to us by an
officer of Finance as being complete and in full force and effect as of the date of this opinion;



	(d)
	Records
certified to us by an officer of WMI as constituting all records of proceedings and actions of the board of directors of WMI relating to the transactions contemplated by the
Agreement, and records certified to us by an officer of Finance as constituting all records of proceedings and actions of the board of directors of Finance relating to the transactions contemplated by
the Agreement;



	(e)
	A
Certificate of Existence/Authorization relating to WMI issued by the Washington Secretary of State, dated
[                        ], 2002, and a certificate relating
to Finance's incorporation and good standing issued by the Delaware Secretary of State, dated [                        ], 2002;
and



	(f)
	Certificates
relating to the Subsidiaries listed in Annex I to this opinion, specifically (i) in the case of Washington Mutual Bank, a Certificate of Good Standing issued by
the Washington State Department of Financial Institutions, and (ii) in the case of Washington Mutual Bank, FA., a Certificate of Corporate Existence issued by the Office of Thrift Supervision. 






 





        Our
opinions expressed in Paragraphs 1, 2, 3 and 4 of Part III as to the due incorporation/organization and valid existence of WMI, Finance and the Subsidiaries listed in
Annex I hereto is based solely upon the certificates enumerated in paragraphs (e) and (f) above. We have made no additional investigation after the respective dates of those
Certificates of Existence/Authorization in rendering our opinion expressed in Paragraphs 1, 2, 3 and 4 of Part III. 


        In
connection with our opinions in Paragraphs 10 and 11 of Part III relating to the agreements and instruments of WMI and Finance, we have not reviewed, and express no
opinion on, (i) financial covenants or similar provisions requiring financial calculations or determinations to ascertain compliance, (ii) provisions relating to the occurrence of a
"material adverse event" or words of similar import or (iii) parol evidence bearing on interpretation or construction. Moreover, to the extent that any agreement or instrument is governed by
the laws of any jurisdiction other than the State of Washington, our opinion relating to those agreements and instruments is based solely upon the plain meaning of their language without regard to
interpretation or construction that might be indicated by the laws governing those agreements and instruments. 


        Where
our opinion relates to our "knowledge," that knowledge is based upon our examination of the records, documents, instruments and certificates enumerated or described above and the
actual contemporaneous knowledge of attorneys in this firm who are currently involved in legal representation of WMI and Finance in connection with the Agreement. We have not examined any records of
any court, administrative tribunal or other similar entity in connection with our opinion. 


II.  


        We express no opinion as to: 



        A.    The
applicable choice of law rules that may affect the interpretation or enforcement of the Agreement. 


        B.    Any
securities, tax, anti-trust, land use, safety, environmental or hazardous materials laws, rules or regulations or laws, rules or regulations applicable to
either the lenders party to the Agreement or to the Administrative Agent by virtue of their status as financial institutions engaged in business of the type exemplified by the Agreement. 



        C.    The
effect on the respective obligations of WMI and Finance, and your rights, under the Agreement of laws relating to fraudulent transfers and fraudulent obligations set
forth in Sections 544 and 548 of the federal Bankruptcy Code and Chapter 19.40 of the Revised Code of Washington. We have been advised by you or your counsel that you have obtained financial
information and other knowledge of the credit facilities, operations and business plan of WMI and Finance sufficient to satisfy you that (i) neither WMI nor Finance was either insolvent or
inadequately capitalized immediately before the consummation of the transactions contemplated by the Agreement, (ii) consummation of the transactions contemplated by the Agreement will not
render either WMI or Finance insolvent or inadequately capitalized and (iii) neither WMI nor Finance intended to incur, nor believed or reasonably should have believed that it would incur,
debts which it would not be able to pay as they mature. 




        This
opinion is limited to the federal laws of the United States of America, the laws of the State of Washington, and the Delaware General Corporation Law as it relates to corporate
formalities, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any
regional or local governmental body or as to any related judicial or administrative opinion. 


2





 
III.  


        Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of our opinion, and subject to
the limitations and qualifications expressed below, it is our opinion that: 



	1.
	WMI
has been duly incorporated and is validly existing under the laws of the State of Washington.



	2.
	Finance
has been duly incorporated and is validly existing under the laws of the State of Delaware.



	3.
	Washington
Mutual Bank, a Subsidiary of WMI listed in Annex I hereto, has been duly organized under the laws of the State of Washington and is authorized to transact a stock savings
bank business in the State of Washington.



	4.
	Washington
Mutual Bank, FA, a Subsidiary of WMI listed in Annex I hereto, has been duly chartered under the laws of the United States and its charter is in full force and
effect.



	5.
	WMI
has all requisite corporate power and corporate authority to enter into and perform its obligations under the Agreement, to own its properties and to carry on its business as, to
our knowledge, it is now conducted.



	6.
	Finance
has all requisite corporate power and corporate authority to enter into and perform its obligations under the Agreement, to own its properties and to carry on its business as,
to our knowledge, it is now conducted.



	7.
	The
Agreement has been duly authorized by all necessary corporate action on the part of the Borrowers and has been duly executed and delivered on behalf of the Borrowers.



	8.
	Assuming
that a court holds that the laws of the State of Washington govern the interpretation and enforcement of the Agreement, rather than the laws of the State of New York as stated
in the Agreement, the Agreement is a valid and binding obligation of each of the Borrowers, enforceable against each of the Borrowers in accordance with its terms, subject, as to enforcement,
(i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors' rights and (ii) to general principles
of equity, whether such enforceability is considered in a proceeding in equity or at law. We express no opinion as to whether the laws of the State of New York or the laws of the State of Washington,
or the laws of any other jurisdiction, would be held to govern the interpretation and enforcement of the Agreement.



	9.
	No
governmental consents, approvals, authorizations, registrations, declarations or filings are required for the execution and delivery of the Agreement on behalf of the Borrowers and
consummation by the Borrowers of the transactions contemplated by the Agreement except such as have been obtained or made.



	10.
	Neither
the execution and delivery of the Agreement on behalf of WMI nor the borrowing of money by WMI contemplated by the Agreement (i) conflicts with any provision of the
Articles of Incorporation or Bylaws of WMI, (ii) violates any law applicable to WMI or (iii) results in a breach or violation of, or constitutes a default under, any term of any
agreement or instrument of which we have knowledge to which WMI is a party or by which WMI is bound or to which WMI is subject.



	11.
	Neither
the execution and delivery of the Agreement on behalf of Finance nor the borrowing of money by Finance contemplated by the Agreement (i) conflicts with any provision of
the Articles of Incorporation or Bylaws of Finance, (ii) violates any law applicable to Finance or (iii) results in a breach or violation of, or constitutes a default under, any term of
any 



3





 


agreement
or instrument of which we have knowledge to which Finance is a party or by which Finance is bound or to which Finance is subject. 



	12.
	We
do not have knowledge of any action, suit or proceeding against Finance or WMI that is either pending or has been threatened in writing reasonably likely to have a material adverse
effect, other than those set forth in Schedule III to the Agreement. 



IV.  


        We further advise you that: 



	A.
	As
noted, the enforceability of the Agreement is subject to the effect of general principles of equity. These principles include, without limitation, concepts of commercial
reasonableness, materiality and good faith and fair dealing. Assuming that a court holds that the laws of the State of Washington govern the interpretation and enforcement of the Agreement, as applied
to the Agreement, these principles will require you to act reasonably, in good faith and in a manner that is not arbitrary or capricious in the administration and enforcement of the Agreement and will
preclude you from invoking penalties for defaults that bear no reasonable relation to the damage suffered or that would otherwise work a forfeiture.



	B.
	The
effectiveness of indemnities, rights of contribution, exculpatory provisions and waivers of the benefits of statutory provisions may be limited on public policy grounds.



	C.
	Assuming
that a court holds that the laws of the State of Washington govern the interpretation and enforcement of the Agreement, pursuant to RCW 4.84.330, any provision in an
agreement requiring a party to pay another party's attorneys' fees and costs in actions to enforce the provisions of such agreement will be construed to entitle the prevailing party in any action,
whether or not that party is the specified party, to be awarded its reasonable attorneys' fees, costs and necessary disbursements.



	D.
	Provisions
of the Agreement requiring that waivers must be in writing may not be binding or enforceable if a non-executory oral agreement has been created modifying any
such provision or an implied agreement by trade practice or course of conduct has given rise to a waiver. 



V.  


        This opinion is rendered to each Lender party to the Agreement and JPMorgan Chase Bank in connection with the Agreement and is solely for their benefit. This
opinion may not be relied upon by any other person, firm, corporation or other entity, except any person, firm, corporation or other entity that acquires an interest in the loans contemplated by the
Agreement, without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we become aware, after the date of this opinion. 



	 	 	Very truly yours,
	 	 	 
	 	 	HELLER EHRMAN WHITE & McAULIFFE LLP




4






EXHIBIT C  


[Form of Opinion of Special New York Counsel to JPMorgan] 


August 12,
2002 


To
the Lenders party to the Agreement

referred to below and JPMorgan Chase Bank,

as Administrative Agent 


Ladies
and Gentlemen: 


        We
have acted as special New York counsel JPMorgan Chase Bank ("JPMorgan") in connection with the Three-Year Credit Agreement
(the "Agreement") dated as of August 12, 2002, between Washington Mutual, Inc. ("WAMU"),
Washington Mutual Finance Corporation ("Finance" and, together with WAMU, the "Borrowers"), the lenders
party thereto and JPMorgan, as Administrative Agent providing for loans to be made by said lenders to the Borrowers in an aggregate principal amount not exceeding $800,000,000. Terms defined in the
Agreement are used herein as defined therein. This opinion letter is being delivered pursuant to Section 4.01(c) of the Agreement. 


        In
rendering the opinions expressed below, we have examined the following agreements, instruments and other documents: 



        (a)  the
Agreement; and 


        (b)  such
other documents as we have deemed necessary as a basis for the opinions expressed below. 




        In
our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents
of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon representations made in or pursuant to the Agreement. 


        In
rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that: 



        (i)    such
documents have been duly authorized by, have been duly executed and delivered by, and (except to the extent set forth in the opinions expressed below as to the
Borrowers) constitute legal, valid, binding and enforceable obligations of, all of the parties to such documents; 


        (ii)  all
signatories to such documents have been duly authorized; and 


        (iii)  all
of the parties to such documents are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such
documents. 




        Based
upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a
basis for the opinions expressed below, we are of the opinion that the Agreement constitutes the legal, valid and binding obligation of the Borrowers, enforceable against each Borrower in accordance
with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally
and except as the enforceability of the Agreement is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including
(a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing. 


        The
foregoing opinions are subject to the following comments and qualifications: 



        (A)  The
enforceability of Section 9.03 of the Agreement may be limited by (i) laws rendering unenforceable indemnification contrary to Federal or state
securities laws and the public policy underlying such laws and (ii) laws limiting the enforceability of provisions exculpating or exempting 






 


a party, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or
unlawful conduct. 


        (B)  The
enforceability of provisions in the Agreement to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. 


        (C)  We
express no opinion as to (i) the effect of the laws of any jurisdiction in which any Lender is located (other than the State of New York) that limit the
interest, fees or other charges such Lender may impose, (ii) the last sentence of Section 2.17(d) of the Agreement and (iii) Section 9.09(b) of the Agreement, insofar as
such sentence relates to the subject matter jurisdiction of the United States District Court for the Southern District of New York to adjudicate any controversy related to the Agreement. 




        The
foregoing opinions are limited to matters involving the Federal laws of the United States of America and the law of the State of New York, and we do not express any opinion as to the
laws of any other jurisdiction. 


        At
the request of our client, this opinion letter is, pursuant to Section 4.01(c) of the Agreement, provided to you by us in our capacity as special New York counsel to JPMorgan
and may not be relied upon by any Person for any purpose other than in connection with the transactions contemplated by the Agreement without, in each instance, our prior written consent. 



	 	 	Very truly yours,
	 	 	 
	 	 	 
	 	 	 





RJW/WFC



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