EX-10.1






CREDIT AGREEMENT

dated as of

December 14, 2011

among

SYMETRA FINANCIAL CORPORATION,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent

and

U.S. BANK, NATIONAL ASSOCIATION,

as Documentation Agent













J.P. MORGAN SECURITIES LLC

and

WELLS FARGO SECURITIES, LLC,

as Co-Bookrunners and Co-Lead Arrangers




TABLE OF CONTENTS




Page




	 	 	 
	ARTICLE IDefinitions

SECTION 1.01.

SECTION 1.02.

SECTION 1.03.

SECTION 1.04.

ARTICLE IIThe Credits

SECTION 2.01.

SECTION 2.02.

SECTION 2.03.

SECTION 2.04.

SECTION 2.05.

SECTION 2.06.

SECTION 2.07.

SECTION 2.08.

SECTION 2.09.

SECTION 2.10.

SECTION 2.11.

SECTION 2.12.

SECTION 2.13.

SECTION 2.14.

SECTION 2.15.

SECTION 2.16.

SECTION 2.17.

SECTION 2.18.

SECTION 2.19.

	 	

Defined Terms

Classification of Loans and Borrowings

Terms Generally

Accounting Terms; GAAP and SAP



Commitments

Loans and Borrowings

Requests for Revolving Borrowings

Swingline Loans

Letters of Credit

Funding of Borrowings

Interest Elections

Termination, Reduction and Increase of Commitments.

Repayment of Loans; Evidence of Debt

Prepayment of Loans

Fees

Interest

Alternate Rate of Interest

Increased Costs

Break Funding Payments

Taxes

Payments Generally; Pro Rata Treatment; Sharing of Set-offs

Mitigation Obligations; Replacement of Lenders.

Defaulting Lenders.
	ARTICLE IIIRepresentations and Warranties

	SECTION 3.01.

SECTION 3.02.

SECTION 3.03.

SECTION 3.04.

SECTION 3.05.

SECTION 3.06.

SECTION 3.07.

SECTION 3.08.

SECTION 3.09.

SECTION 3.10.

SECTION 3.11.

SECTION 3.12.

SECTION 3.13.

SECTION 3.14.

SECTION 3.15.

SECTION 3.16.

ARTICLE IVConditions

SECTION 4.01.

SECTION 4.02.

	 	Financial Statements; No Material Adverse Change.

Corporate Existence; Compliance with Law

Corporate Power; Authorization; Enforceable Obligations

No Legal Bar

No Material Litigation

Ownership of Property; Liens

Intellectual Property

Taxes

Federal Regulations

ERISA

Investment Company Act; Other Regulations

Use of Proceeds

Accuracy of Information, etc

Insurance Regulatory Matters

Indebtedness and Liens

Taxpayer Identification Number



Effective Date

Each Credit Event
	ARTICLE VAffirmative Covenants

	SECTION 5.01.

SECTION 5.02.

SECTION 5.03.

SECTION 5.04.

SECTION 5.05.

SECTION 5.06.

SECTION 5.07.

SECTION 5.08.

SECTION 5.09.

SECTION 5.10.

	 	Financial Statements

Certificates; Other Information

Payment of Obligations

Conduct of Business and Maintenance of Existence, etc

Maintenance of Property; Insurance

Inspection of Property; Books and Records; Discussions

Notices

Taxes

Use of Proceeds

Further Assurances
	ARTICLE VINegative Covenants

	SECTION 6.01.

SECTION 6.02.

SECTION 6.03.

SECTION 6.04.

SECTION 6.05.

	 	Financial Condition Covenants.

Limitation on Indebtedness

Limitation on Liens

Limitation on Changes in Fiscal Periods

Limitation on Lines of Business
	ARTICLE VIIEvents of Default

	ARTICLE VIIIThe Administrative Agent

	ARTICLE IXMiscellaneous

SECTION 9.01.

SECTION 9.02.

SECTION 9.03.

SECTION 9.04.

SECTION 9.05.

SECTION 9.06.

SECTION 9.07.

SECTION 9.08.

SECTION 9.09.

SECTION 9.10.

SECTION 9.11.

SECTION 9.12.

SECTION 9.13.

SECTION 9.14.

SECTION 9.15.

	 	

Notices

Waivers; Amendments

Expenses; Indemnity; Damage Waiver

Successors and Assigns

Survival

Counterparts; Integration; Effectiveness

Severability

Right of Setoff

Governing Law; Jurisdiction; Consent to Service of Process

WAIVER OF JURY TRIAL

Headings

Confidentiality

Interest Rate Limitation

USA PATRIOT Act

No Fiduciary Duty






1




SCHEDULES:



Schedule 1.01 – Pricing Schedule


Schedule 2.01 – Commitments


Schedule 3.03 – Consents, Authorizations, Filings and Notices


Schedule 3.16 – Tax Payer Identification Number



EXHIBITS:



Exhibit A – Form of Compliance Certificate


Exhibit B – Form of Assignment and Assumption


Exhibit C – Form of Borrowing Request


Exhibit D – Form of Interest Election Request


Exhibit E-1 – Form of U.S. Tax Compliance Certificate


Exhibit E-2 – Form of U.S. Tax Compliance Certificate


Exhibit E-3 – Form of U.S. Tax Compliance Certificate


Exhibit E-4 – Form of U.S. Tax Compliance Certificate



CREDIT AGREEMENT dated as of December 14, 2011, among SYMETRA FINANCIAL CORPORATION,
the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Syndication Agent, and U.S. BANK, NATIONAL ASSOCIATION, as Documentation
Agent.



The parties hereto agree as follows:



ARTICLE I




Definitions




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



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



“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal
to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.



“Administrative Agent” means JPMorgan Chase Bank, N.A., 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, as to any Person, any other Person that, directly or indirectly, is
in control of, is controlled by, or is under common control with, such Person. For purposes of this
definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10%
or more of the securities having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (b) direct or cause the direction of the management
and policies of such Person, whether by contract or otherwise.



“Agreement” means this Credit Agreement, as amended, restated, modified or
supplemented from time to time.



“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1% and (c) the Adjusted LIBO Rate for deposits in Dollars for a one month
Interest Period on such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO
Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page 1 (or on
any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day.
Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate shall be effective from and including the date such change
in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively, is
publicly announced as being effective.



“Annual Statement” means the annual statutory financial statement of any Insurance
Subsidiary required to be filed with the Department of its jurisdiction of incorporation or
organization, which statement shall be in the form required by such Insurance Subsidiary’s
jurisdiction of incorporation or organization or, if no specific form is so required, in the form
of financial statements permitted by such Department to be used for filing annual statutory
financial statements and shall contain the type of information permitted or required by such
Department to be disclosed therein, together with all exhibits or schedules filed therewith.



“Applicable Percentage” means, at any time, with respect to any Lender, the percentage
of the total Commitments represented by such Lender’s Commitment at such time; provided
that in the case of Section 2.19 when a Defaulting Lender shall exist, “Applicable Percentage”
shall mean the percentage of the total Commitments (disregarding any Defaulting Lender’s
Commitment) represented by such Lender’s Commitment at such time. If the Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon the Commitments
most recently in effect, giving effect to any assignments and to any Lender’s status as a
Defaulting Lender at the time of determination.



“Applicable Rate” means, for any day, with respect to any Eurodollar Loan or ABR Loan
or with respect to the facility fees payable hereunder, the applicable rate per annum set forth on
Schedule 1.01 under the caption “Eurodollar Spread”, “ABR Spread” or “Facility Fee Rate”, as the
case may be.



“Approved Fund” has the meaning assigned to such term in Section 9.04(b).



“ASC 810” means FASB ASC (Accounting Standards Codification) Topic 810, Consolidation.



“Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 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 but
excluding the earlier of the Maturity Date and the date of termination of the Commitments.



“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject
of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, custodian, assignee for the benefit of creditors or similar Person charged with the
reorganization or liquidation of its business appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority or instrumentality thereof,
provided, further, that such ownership interest does not result in or provide such Person with
immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or
agreements made by such Person.



“Basel III” means, collectively, those certain Consultative Documents issued by the
Basel Committee of Banking Supervisors of the Bank for International Settlements entitled
“Strengthening the Resilience of the Banking Sector” issued December 17, 2009, “International
Framework for Liquidity Risk Measurement, Standards and Monitoring” issued December 17, 2009,
“Countercyclical Capital Buffer Proposal” issued July 16, 2010 and “Capitalization of Bank
Exposures to Central Counterparties” issued December 20, 2010.



“Berkshire Hathaway” means, Berkshire Hathaway Inc., or an Affiliate thereof.



“Board” means the Board of Governors of the Federal Reserve System of the United
States (or any successor).



“Borrower” means Symetra Financial Corporation, a Delaware corporation.



“Borrower Materials” has the meaning specified in Section 5.02(e).



“Borrowing” means (a) Revolving Loans of the same Type made, converted or continued on
the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect or (b) a Swingline Loan.



“Borrowing Request” means a request by the Borrower for a Revolving Borrowing in
accordance with Section 2.03 substantially in the form of Exhibit C or any other form reasonably
acceptable to the Administrative Agent.



“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.



“Capital and Surplus” means, as of any date, (a) as to any Insurance Subsidiary
domiciled in the United States, the total surplus as regards to policyholders (or any successor
line item description that contains the same information) as shown in its Annual Statement or
Interim Statement, or an amount determined in a consistent manner for any date other than one as of
which an Annual Statement or Interim Statement is prepared and (b) as to any other Insurance
Subsidiary, the equivalent amount (determined in good faith by the Borrower).



“Capital Lease Obligations” means, with respect to any Person, 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,
for the purposes of this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.



“Capital Stock” means any and all shares, interests, participations or other
equivalents (however designated) of capital stock or share capital of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any and all warrants,
rights or options to purchase any of the foregoing.



“Change of Control” means (a) the acquisition of beneficial ownership, directly or
indirectly, by any Person or group (within the meaning of the Act of 1934 and the rules of the SEC
thereunder as in effect on the date hereof), other than the Permitted Holders, of Capital Stock
representing more than 30% of the aggregate ordinary voting power represented by the issued and
outstanding Capital Stock of the Borrower (or, if the Permitted Holders own 30% or more of the
aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the
Borrower, a percentage greater than such percentage of ownership), or (b) the occupation of a
majority of the seats (other than vacant seats) on the board of directors of the Borrower by
Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed
by directors so nominated. For the avoidance of doubt, none of the Capital Stock held by the
Permitted Holders shall be included as being owned by a Person or group when determining whether
such Person or group has met the 30% threshold set forth in clause (a).



“Change in Law” means the occurrence, after the date of this Agreement (or with
respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the
following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the
administration, interpretation or application thereof by any Governmental Authority, or (c) the
making or issuance of any request, rule, guideline, requirement or directive (whether or not having
the force of Law) by any Governmental Authority; provided however, that notwithstanding anything
herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith
or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in
each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of
the date enacted, adopted, issued or implemented.



“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.



“Code” means the Internal Revenue Code of 1986.



“Commitment” means, with respect to each Lender, the commitment of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder,
expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant
to Section 2.08 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 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have
assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is
$300,000,000.



“Commonly Controlled Entity” means an entity, whether or not incorporated, that is
under common control with the Borrower within the meaning of Section 4001 (a) (14) of ERISA or that
is treated as a single employer with the Borrower under Section 414 of the Code.



“Compliance Certificate” means a certificate duly executed by a Responsible Officer on
behalf of the Borrower substantially in the form of Exhibit A.



“Conditional Common Equity” means convertible preferred equity issued by the Borrower
or any of its Subsidiaries which will convert to common equity of the Borrower or any of its
Subsidiaries upon shareholder approval (provided that such shareholder approval is obtained within
the period required by the terms thereof).



“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured
by net income (however denominated) or that are franchise Taxes or branch profits Taxes.



“Consolidated Net Worth” means, as at any date, the sum of all amounts that would, in
conformity with GAAP be included on a consolidated balance sheet of the Borrower and its
consolidated Subsidiaries under stockholders’ equity at such date, plus minority interests in
Subsidiaries, as determined in accordance with GAAP; provided, however, that in
calculating Consolidated Net Worth as at any date, there shall be excluded for purposes of the
calculation of Consolidated Net Worth any effects resulting from accumulated other comprehensive
income (loss), net of taxes.



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



“Control” means 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.



“Credit Documents” means this Agreement and each promissory note, if any, delivered
pursuant to Section 2.09(e).



“Debt” means indebtedness for borrowed money.



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



“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.



“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of
the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion
of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Specified
Party any other amount required to be paid by it hereunder, unless, in the case of clause (i)
above, such Lender notifies the Administrative Agent in writing that such failure is the result of
such Lender’s good faith determination that a condition precedent to funding (specifically
identified and including the particular default, if any) has not been satisfied, (b) has notified
the Borrower or any Specified Party in writing, or has made a public statement to the effect, that
it does not intend or expect to comply with any of its funding obligations under this Agreement
(unless such writing or public statement indicates that such position is based on such Lender’s
good faith determination that a condition precedent (specifically identified and including the
particular default, if any) to funding a loan under this Agreement cannot be satisfied) or
generally under other agreements in which it commits to extend credit, (c) has failed, within three
Business Days after request by a Specified Party, acting in good faith, to provide a certification
in writing from an authorized officer of such Lender that it will comply with its obligations (and
is financially able to meet such obligations) to fund prospective Loans and participations in then
outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Specified Party’s
receipt of such certification in form and substance satisfactory to it and the Administrative
Agent, or (d) has become the subject of a Bankruptcy Event.



“Department” means, with respect to any Insurance Subsidiary, the insurance
commissioner or other Governmental Authority of such Insurance Subsidiary’s jurisdiction of
incorporation or organization.



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



“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 Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower or any Subsidiary 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.



“ERISA” means the Employee Retirement Income Security Act of 1974.



“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.



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



“Excluded Taxes” means any of the following Taxes imposed on or with respect to a
Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed
on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the
jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or
Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest
in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under
Section 2.18(b)) or (ii) such Lender changes its lending office, except in each case to the extent
that, pursuant to Section 2.16, amounts with respect to such Taxes were payable either to such
Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or
Commitment or to such Lender immediately before it changed its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 2.16(f) and (d) any U.S. Federal
withholding Taxes imposed under FATCA.



“Existing Credit Agreement” means the existing Credit Agreement dated as of August 26,
2007 among the Borrower, the lenders from time to time parties thereto and Bank of America, N.A.,
as administrative agent.



“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement
(or any amended or successor version that is substantively comparable and not materially more
onerous to comply with) and any current or future regulations or official interpretations thereof.



“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.



“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender, with respect to
such Borrower, that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender,
with respect to such Borrower, that is resident or organized under the Laws of a jurisdiction other
than that in which the Borrower is resident for tax purposes.



“Fundamental Change” means any of (a) the Borrower consolidating, amalgamating or
merging with any other Person, unless the Borrower is the survivor of such consolidation,
amalgamation or merger, (b) the Borrower failing to preserve, renew and keep, in full force and
effect, its corporate existence, (c) the Borrower, directly or indirectly through one or more of
its Subsidiaries, conveying or transferring the properties and assets of the Borrower and its
Subsidiaries (taken as a whole for the Borrower and its Subsidiaries) substantially as an entirety
(other than to the Borrower or one or more of its Subsidiaries), or (d) the Borrower liquidating,
winding up or dissolving itself, other than, in the case of clauses (a) through (d), any such
transaction or transactions the sole purpose of which is to change the domicile of the Borrower (in
any such redomiciliation (x) the surviving, amalgamated or transferee entity shall expressly
assume, by an agreement reasonably satisfactory to the Administrative Agent, the obligations of the
Borrower to be performed or observed hereunder and deliver to the Administrative Agent such
corporate authority documents and legal opinions as the Administrative Agent shall reasonably
request, (y) the surviving, amalgamated or transferee entity shall succeed to, and be substituted
for, and may exercise every right and power of, the Borrower under this Agreement with the same
effect as if such surviving, amalgamated or transferee entity had been named as the Borrower herein
and (z) the surviving , amalgamated or transferee entity shall be organized under the Laws of the
United States of America, any state thereof or the District of Columbia).



“GAAP” means generally accepted accounting principles in the United States of America
as in effect from time to time and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States.



“Governmental Authority” means any nation or government, any state or other political
subdivision thereof whether state or local and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital ownership or otherwise,
by any of the foregoing, including any board of insurance, insurance department or insurance
commissioner.



“Guarantee Obligation” means as to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any
bank under any letter of credit) to induce the creation of which the guaranteeing person has issued
a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in any manner, whether
directly or indirectly, including, without limitation, any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any Property constituting
direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or
payment of any such primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase Property, securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation
against loss in respect thereof; provided, however, that the term Guarantee
Obligation shall not include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be
deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for
which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such
Guarantee Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability
in respect thereof as determined by the Borrower in good faith.



“Hazardous Materials” means all explosive or radioactive substances or wastes,
hazardous or toxic substances or wastes, pollutants, solid, liquid or gaseous wastes, including
petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls (“PCBs”) or PCB-containing materials or equipment, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated pursuant to any
environmental law.



“Hedge Agreements” means all interest rate swaps, caps or collar agreements or similar
arrangements entered into by the Borrower or its Subsidiaries providing for protection against
fluctuations in interest rates or currency exchange rates or otherwise providing for the exchange
of nominal interest obligations, either generally or under specific contingencies.



“Indebtedness” means, as to any Person at any date, without duplication, all of the
following, whether or not included as Indebtedness or liabilities in accordance with GAAP (a) all
Debt of such Person, (b) all obligations of such Person for the deferred purchase price of Property
or services (other than trade payables incurred in the ordinary course of such Person’s business),
(c) all obligations of such Person evidenced by notes, bonds, debentures or other similar
instruments, (d) all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to Property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default are limited to
repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all
obligations of such Person, contingent or otherwise, as an account party or applicant under
acceptances, letters of credit, bank guarantees, surety bonds or similar facilities, (g) all
obligations of such Person, contingent or otherwise, to purchase, redeem, retire, defease or
otherwise acquire for value any Capital Stock of such Person, (h) all Guarantee Obligations of such
Person in respect of any of the foregoing, (i) all obligations of the kind referred to in clauses
(a) through (h) above secured by (or for which the holder of such obligation has an existing
right, contingent or otherwise, to be secured by) any Lien on Property (including, without
limitation, accounts and contract rights) owned by such Person, whether or not such Person has
assumed or become liable for the payment of such obligation, and (j) for the purposes of Section
6.02 and clause (h) of Article VII only, all obligations of such Person in respect of Hedge
Agreements (with the “principal amount” of the obligations of such Person in respect of any Hedge
Agreement at any time to be the maximum aggregate amount (giving effect to any netting agreements)
that such Person would be required to pay if such Hedge Agreement were terminated at such time).



“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with
respect to any payment made by or on account of any obligation of the Borrower under any Credit
Document and (b) to the extent not otherwise described in (a), Other Taxes.



“Insolvency” means with respect to any Multiemployer Plan, the condition that such
Plan is insolvent within the meaning of Section 4245 of ERISA.



“Insolvent” means pertaining to a condition of Insolvency.



“Insurance Subsidiary” means any Subsidiary which is required to be licensed by any
Department as an insurer or reinsurer and each direct or indirect Subsidiary of such Subsidiary.



“Intellectual Property” means the collective reference to all rights, priorities and
privileges relating to intellectual property, arising under Laws, including, without limitation,
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses,
technology, know-how and processes, and all rights to sue at law or in equity for any infringement
or other impairment thereof, including the right to receive all proceeds and damages therefrom.



“Interest Election Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.07, substantially in the form of Exhibit D or any
other form reasonably acceptable to the Administrative Agent.



“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline
Loan), the last day of each March, June, September and December, (b) with respect to any Eurodollar
Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’
duration, such day or days prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period and (c) with respect to any
Swingline Loan, the day that such Loan is required to be repaid.



“Interest Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months (or, if agreed by each Lender participating
therein, nine or twelve months) thereafter, as the Borrower may elect; 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 such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the next preceding
Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on
the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of
a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.



“Interim Statement” means any interim statutory financial statement or financial
report (whether quarterly, semiannually or otherwise) of any Insurance Subsidiary required to be
filed with the Department of its jurisdiction of incorporation or organization, which statement or
report shall be in the form required by such Insurance Subsidiary’s jurisdiction of incorporation
or organization or, if no specific form is so required, in the form of financial statements or
financial reports permitted by such Department to be used for filing interim statutory financial
statements or financial reports and shall contain the type of information permitted or required by
such Department to be disclosed therein, together with all exhibits or schedules filed therewith.



“IRS” means the United States Internal Revenue Service.



“Issuing Bank” means JPMorgan Chase Bank, N.A. and each other Lender that agrees in
writing with the Borrower to issue Letters of Credit (provided that notice of such agreement is
given to the Administrative Agent), in each case in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section 2.05(i) (in each case other
than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.05(i)). The
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate. With respect to any Letter
of Credit, “Issuing Bank” shall mean the issuer thereof.



“Laws” means any law, treaty, rule, regulation or order of an arbitrator or a court or
other Governmental Authority.



“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.



“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall
have become a party hereto pursuant to an Assignment and Assumption or Section 2.07(d) hereof,
other than any such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline
Lender.



“Letter of Credit” means any letter of credit issued pursuant to this Agreement.



“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
the rate appearing on the Reuters Screen LIBOR01 Page 1 (or on any successor or substitute page
provided by Reuters, or any successor to or substitute for such service, providing rate quotations
comparable to those currently provided on such screen, 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 dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for
such Interest Period shall be the rate at which 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.



“License” means any license, certificate of authority, permit or other authorization
which is required to be obtained from any Governmental Authority in connection with the operation,
ownership or transaction of insurance or reinsurance business.



“Lien” means any mortgage, pledge, security interest, encumbrance, charge or security
interest of any kind.



“Loans” means the loans made by the Lenders to the Borrower pursuant to this
Agreement.



“Mandatory Convertible Securities” means equity securities or subordinated debt
securities (which subordinated debt securities, if issued by the Borrower, will include
subordination to the obligations of the Borrower hereunder), issued by the Borrower or one of its
Subsidiaries which (i) are not (w) Mandatory Redeemable Securities (other than Qualified
Securities) or (x) Conditional Common Equity and (ii) provide, pursuant to the terms thereof, that
the issuer of such securities (or an affiliate of such issuer) may cause (without the payment of
additional cash consideration by the issuer thereof) the conversion or exchange of, or has agreed
to convert or exchange, such securities to or for equity securities of the Borrower or one of its
Subsidiaries upon the occurrence of a certain date or of certain events. A Mandatory Convertible
Security that is also a Qualified Security shall be treated as a Mandatory Convertible Security.



“Mandatory Redeemable Securities” means debt or equity securities (other than
Conditional Common Equity, so long as such Conditional Common Equity may not be required, by the
holder thereof, to be repurchased or redeemed during the period provided for shareholder approval
of conversion pursuant to the terms of such Conditional Common Equity) issued by the Borrower or
one of its Subsidiaries which either (i) are subordinated debt securities (which subordinated debt
securities, if issued by the Borrower, will include subordination to the obligations of the
Borrower hereunder), or (ii) provide, pursuant to the terms thereof, that such securities must be
repurchased or redeemed, or the holder of such securities may require the issuer of such securities
to repurchase or redeem such securities, upon the occurrence of a certain date or of certain
events.



“Material Adverse Effect” means, a material adverse effect on (a) the business,
assets, property or financial condition of the Borrower and its Subsidiaries taken as a whole, or
(b) the validity or enforceability of this Agreement or any of the other Credit Documents or the
rights or remedies of the Administrative Agent and the Lenders hereunder or thereunder.



“Material Insurance Subsidiary” means any Insurance Subsidiary (whether existing on or
acquired or formed after the Effective Date) having Capital and Surplus equal to 10% or more of the
Consolidated Net Worth of the Borrower as of the most recent Annual Statement or Interim Statement
of such Insurance Subsidiary.



“Maturity Date” means December 14, 2015.



“Maximum Rate” has the meaning set forth in Section 9.13.



“Moody’s” means Moody’s Investors Service, Inc., and any successor to its rating
agency business.



“Multiemployer Plan” means a Plan that is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.



“NAIC” means the National Association of Insurance Commissioners or any successor
thereto, or in the absence of the National Association of Insurance Commissioners or such
successor, any other association, agency or other organization performing advisory, coordination or
other like functions among insurance departments, insurance commissioners and similar Governmental
Authorities of the various states of the United States towards the promotion of uniformity in the
practices of such Governmental Authorities.



“Non-Regulated Operating Subsidiary” means each Subsidiary of the Borrower engaged
directly (as opposed to indirectly through the ownership of Capital Stock of a Person engaged in a
Principal Business) in a Principal Business, whether now owned or hereafter acquired, which is not
an Insurance Subsidiary.



“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a
result of a present or former connection between such Recipient and the jurisdiction imposing such
Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or
sold or assigned an interest in any Loan or Credit Document).



“Other Taxes” means all present or future stamp, court or documentary, intangible,
recording, filing or similar Taxes that arise from any payment made under, from the execution,
delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are
Other Connection Taxes imposed with respect to an assignment (other than an assignment made
pursuant to Section 2.18).



“Parent” means, with respect to any Lender, any Person as to which such Lender is,
directly or indirectly, a Subsidiary.



“Participant” has the meaning set forth in Section 9.04(c).



“Participant Register” has the meaning set forth in Section 9.04(c).



“Patriot Act” shall mean the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (Title
III of Pub. L. No. 107-56 (signed into law October 26, 2001)).



“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA (or any successor).



“Permitted Holders” means collectively, Berkshire Hathaway and White Mountains.



“Permitted Liens” means (a) any Lien upon Property to secure any part of the cost of
development, construction, alteration, repair or improvement of such Property, or Debt incurred to
finance such cost; (b) any extension, renewal or replacement, in whole or in part, of any Lien
referred to in the foregoing clause (a); (c) any Lien relating to a sale and leaseback transaction;
(d) any Lien in favor of the Borrower or any Subsidiary granted by the Borrower or any Subsidiary
in order to secure any intercompany obligations; (e) mechanic’s, materialmen’s, carriers’ or other
like Liens arising in the ordinary course of business (including construction of facilities) in
respect of obligations which are not due or which are being contested in good faith; (f) any Lien
arising in connection with any legal proceeding which is being contested in good faith; (g) Liens
for Taxes not yet subject to penalties for non-payment or which are being contested in good faith
by appropriate proceedings; (h) minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the
use of real property or Liens incidental to the conduct of the business of such Person or to the
ownership of its properties which were not incurred in connection with Debt and which do not in the
aggregate materially adversely affect the value of said properties or materially impair their use
in the operation of the business of such Person; (i) pledges or deposits under workers’
compensation Laws, unemployment insurance Laws or similar social security legislation or letters of
credit, bank guarantees or similar instruments issued supporting such pledges, deposits or
obligations; (j) any pledge or deposit to secure performance of letters of credit, bank guarantees,
bids, leases, statutory obligations, surety and appeal bonds, performance bonds or other
obligations of a like nature in the ordinary course of business or letters of credit, bank
guarantees or similar instruments issued supporting such pledges, deposits or obligations; (k) any
interest or title of a lessor under any lease entered into in the ordinary course of business; (l)
Liens on assets of any Insurance Subsidiary securing (i) short-term Debt (i.e. with a maturity of
less than one year when issued, provided that such Debt may include an option to extend for up to
an additional one year period) incurred to provide short-term liquidity to facilitate claims
payments in the event of catastrophe, (ii) Debt incurred in the ordinary course of its business or
in securing insurance-related obligations (that do not constitute Debt) and letters of credit
issued for the account of any such Subsidiary in the ordinary course of its business or in securing
insurance-related obligations (that do not constitute Debt) or (iii) insurance-related obligations
(that do not constitute Debt); (m) Liens on the assets of any mutual fund Subsidiary securing Debt
incurred to provide short-term (i.e. not anticipated to be outstanding for more than one year when
incurred) liquidity to facilitate redemption payments by such mutual fund Subsidiary; (n) Liens
securing the obligations hereunder; (o) judgment liens in respect of judgments that do not
constitute an Event of Default under paragraph (j) of Article VII; and (p) Liens that are
contractual rights of setoff.



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



“Plan” means at a particular time, any “employee pension benefit plan” (as defined in
Section 3(2) of ERISA) that is 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 the Borrower or a Commonly Controlled Entity
is (or, if such plan were terminated at such time, 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 Chase Bank, N.A. as its prime rate in effect at its principal office in New York City.



“Platform” has the meaning specified in Section 5.02(e).



“Principal Business” means (a) a business of the type engaged in by the Borrower and
its Subsidiaries on the date of this Agreement, (b) any other insurance, insurance services,
insurance related, asset management, asset management related or risk management related business
and (c) any business reasonably incident to any of the foregoing.



“Property” means any property of any kind whatsoever, whether real, personal or mixed
and whether tangible or intangible.



“Public Lender” has the meaning specified in Section 5.02(e).



“Qualified Securities” means (a) Mandatory Redeemable Securities issued by the
Borrower or one of its Subsidiaries that, pursuant to the terms thereof, must be redeemed or
repurchased or repaid, or may be required to be redeemed or repurchased or repaid at the option of
the holder of such securities (excluding redemption, repurchase or repayment upon the occurrence of
one or more events or conditions but including redemption, repurchase or repayment upon the
occurrence of a certain date), (i) if such Mandatory Redeemable Securities are equity securities or
subordinated debt securities, not sooner than the Revolving Credit Termination Date (except to the
extent permitted by clause (ii) below) or (ii) only in exchange for equity securities or other
Qualified Securities of the Borrower or any of its Subsidiaries (except to the extent permitted by
clause (i) above) and (b) any other debt securities issued by the Borrower or one of its
Subsidiaries whose proceeds are or would be accorded, at or about the time of issuance, equity
treatment by S&P.



“Recipient” means, as applicable, (a) the Administrative Agent, (b) any Lender and (c)
the Issuing Bank.



“Register” has the meaning set forth in Section 9.04(b).



“Regulation U” means Regulation U of the Board as in effect from time to time.



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



“Reorganization” means, with respect to any Multiemployer Plan, the condition that
such plan is in reorganization within the meaning of Section 4241 of ERISA.



“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than those events as to which the thirty day notice period is waived.



“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.



“Requirement of Law” means, as to any Person, the Certificate of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any Law, in each case
applicable to or binding upon such Person or any of its Property or to which such Person or any of
its Property is subject.



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



“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline
Exposure at such time.



“Revolving Loan” means a Loan made pursuant to Section 2.01.



“S&P” means Standard & Poor’s Rating Services, and any successor to its rating agency
business.



“SAP” means with respect to any Insurance Subsidiary, the statutory accounting
practices prescribed or permitted by the Department in the jurisdiction of incorporation or
organization of such Insurance Subsidiary for the preparation of annual statements and other
financial reports by insurance companies of the same type as such Insurance Subsidiary, which are
applicable to the circumstances as of the date of determination.



“SEC” means the Securities and Exchange Commission.



“Single Employer Plan” means any Plan that is covered by Title IV of ERISA, but which
is not a Multiemployer Plan.



“Specified Event of Default” means an Event of Default arising under clause (a), (b)
(but only as a result of a breach of Section 6.01) or (c) of Article VII.



“Specified Party” means the Administrative Agent, the Issuing Bank, the Swingline
Lender and each other Lender.



“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal, established by the Board to which the Administrative Agent is subject 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.



“Subsidiary” of a Person means (a) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or controlled, directly
or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or
more of its Subsidiaries, or (b) any partnership, limited liability company, association, joint
venture or similar business organization more than 50% of the ownership interests having ordinary
voting power of which shall at the time be so owned or controlled. Unless otherwise expressly
provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.



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



“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of
Swingline Loans hereunder.



“Swingline Loan” means a Loan made pursuant to Section 2.04.



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



“Total Consolidated Capitalization” means, as at any date, the sum, without
duplication, of (a) Consolidated Net Worth plus (b) Total Consolidated Debt plus, (c) the amounts
in respect of Trust Preferred Securities, Mandatory Convertible Securities, Mandatory Redeemable
Securities, Conditional Common Equity and any other preferred equity that would, in conformity with
GAAP, be reflected on a consolidated balance sheet of the Borrower and its consolidated
Subsidiaries prepared as of such date and which are not already included in clause (a) or (b)
above. Total Consolidated Capitalization shall in any event not include any effects resulting from
the application of ASC 810.



“Total Consolidated Debt” means, at any date, the sum, without duplication, of (a) all
amounts that would, in conformity with GAAP, be reflected and classified as Debt on a consolidated
balance sheet of the Borrower and its consolidated Subsidiaries prepared as of such date (other
than amounts excluded by clauses (b) and (c) below), (b) Indebtedness represented by (i) Trust
Preferred Securities or Qualified Securities (in each case, owned by Persons other than the
Borrower or any of its consolidated Subsidiaries) but only to the extent that such securities
(other than Mandatory Convertible Securities) exceed 15% of Total Consolidated Capitalization or
(ii) Mandatory Redeemable Securities (owned by Persons other than the Borrower or any of its
consolidated Subsidiaries) other than Qualified Securities, and (c) Indebtedness represented by
Mandatory Convertible Securities (owned by Persons other than the Borrower or any of its
consolidated Subsidiaries) but only to the extent that such Mandatory Convertible Securities plus
Trust Preferred Securities and Qualified Securities (in each case, owned by Persons other than the
Borrower or any of its consolidated Subsidiaries) exceed 25% of Total Consolidated Capitalization;
provided, that in the event that the notes related to the Mandatory Convertible Securities
remain outstanding following the exercise of forward purchase contracts related to such Mandatory
Convertible Securities, then such outstanding notes will be included in Total Consolidated Debt
thereafter. Total Consolidated Debt shall, in any event, not include (1) obligations arising in
respect of Hedge Agreements, (2) Indebtedness of the type described in Sections 6.02(a)(ii),
(a)(iii), (a)(iv), (a)(vi) and (a)(vii), (3) Conditional Common Equity, (4) any other amounts in
respect of Trust Preferred Securities, Mandatory Redeemable Securities, Mandatory Convertible
Securities or Qualified Securities, or (5) any effects resulting from the application of ASC 810.



“Total Consolidated Debt to Total Consolidated Capitalization Ratio” means, as at the
end of any fiscal quarter of the Borrower, the ratio of (a) Total Consolidated Debt to (b) Total
Consolidated Capitalization.



“Transactions” means the execution, delivery and performance by the Borrower of this
Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of
Credit hereunder.



“Trust Preferred Securities” means preferred equity issued by a special purpose
entity, the proceeds of which are used to purchase subordinated debt securities of the Borrower or
one of its Subsidiaries having terms that substantially mirror those of such preferred equity
issued by the special purpose entity such that the subordinated debt securities constitute credit
support for obligations in respect of such preferred equity and such preferred equity is reflected
on a consolidated balance sheet of the Borrower and its consolidated Subsidiaries in accordance
with GAAP.



“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.



“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30)
of the Code.



“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section
2.16(f)(ii)(B)(3).



“White Mountains” means White Mountains Insurance Group, Ltd., a company organized
under the laws of Bermuda, or an Affiliate thereof.



SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type
(e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving
Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g.,
a “Eurodollar Revolving Borrowing”).



SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Except as
otherwise provided herein and 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 definition of or reference to any statute, rule or regulation shall be
construed as referring thereto as from time to time amended, supplemented or otherwise modified
(including by succession of comparable successor Laws), and all references to any statute shall be
construed as referring to all rules, regulations, rulings and official interpretations promulgated
or issued thereunder, (c) any reference herein to any Person shall be construed to include such
Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and,
in the case of any Governmental Authority, any other Governmental Authority that shall have
succeeded to any or all functions thereof, (d) 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, (e) 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 (f) 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 and SAP. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP
or SAP, as applicable, in each case as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in GAAP or SAP, as
applicable, or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is given before or after
such change in GAAP or SAP, as applicable, or in the application thereof, then such provision shall
be interpreted on the basis of GAAP or SAP, as applicable, as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. Notwithstanding any other provision contained herein,
all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made (i) without giving effect to any election
under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification
or update having a similar result or effect) to value any Indebtedness or other liabilities of the
Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any
treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards
Codification 470-20 (or any other Accounting Standards Codification or update having a similar
result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described in
such provision, and such Indebtedness shall at all times be valued at the full stated principal
amount thereof and (iii) in a manner such that any obligations relating to a lease that was
accounted for by a Person as an operating lease as of the Effective Date and any similar lease
entered into after the Effective Date by such Person shall be accounted for as obligations relating
to an operating lease and not as obligations relating to a Capitalized Lease.



ARTICLE II




The Credits




SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each
Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability
Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit
Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures
exceeding the total Commitments. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.



SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of
a Borrowing consisting of Revolving Loans of the same Type made by the Lenders ratably in
accordance with their respective Commitments. 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 of the Lenders are several and no Lender shall be responsible for any other
Lender’s failure to make Loans as required.



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



(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less
than $1,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in
an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the total Commitments or that is required to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.05(e). Each Swingline Loan shall be in an amount
that is an integral multiple of $500,000 and not less than $100,000. 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 Eurodollar Revolving Borrowings outstanding.



(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.



SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing
(other than a Swingline Loan), the Borrower shall notify the Administrative Agent of such request
by telephone (a) in the case of a 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 an ABR
Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing.
Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or electronic mail to the Administrative Agent of a written Borrowing Request. 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;




(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and




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



If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an
Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the 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. Swingline Loans. (a) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time
during the Availability Period, in an aggregate principal amount at any time outstanding that will
not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding
$15,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total
Commitments; provided that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline
Loans.



(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by electronic mail), 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. The
Administrative Agent will promptly advise the Swingline Lender of any such notice received from the
Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means
of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the
case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in
Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the
requested date of such Swingline Loan.



(c) The Swingline Lender may by written notice given to the 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 outstanding. Such
notice 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 the account of the Swingline Lender, such
Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and
agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph
is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
the occurrence and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.06 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 Swingline
Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or
other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to
the 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 paragraph and to the Swingline Lender, as their interests may appear; provided that any such
payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as
applicable, if and to the extent such payment is required to be refunded to the Borrower for any
reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Borrower of any default in the payment thereof.



SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own
account, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any
time and from time to time during the Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of
letter of credit application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.



(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit (other than an automatic renewal permitted pursuant to paragraph (k) of this Section)),
the Borrower shall hand deliver (or transmit by electronic mail) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal
or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the requested date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other information as
shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the
Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s
standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of
any Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$75,000,000 and (ii) the sum of the total Revolving Credit Exposures shall not exceed the total
Commitments.



(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided that
any Letter of Credit may expire on a date that is later than the date referred to in clause (ii)
subject to paragraphs (j) and (k) of this Section.



(d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank under such
Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.



(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent an amount equal to such LC Disbursement not later than 1:00 p.m., New York City time, on the
date that such LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York
City time, (i) on the Business Day that the Borrower receives such notice, if such notice is
received prior to 10:00 a.m., New York City time or (ii) on the Business Day immediately following
the day that the Borrower receives such notice, if such notice is received after 10:00 a.m., New
York City time; provided, that if such LC Disbursement is not less than $500,000, the
Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with
Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline
Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such
payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify
each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such
notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment
then due from the Borrower, 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 Issuing Bank
the amounts so received by it from the Lenders. Promptly following receipt by the Administrative
Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments
pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank
as their interests may appear. Any payment made by a Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans
or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.



(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
Law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.



(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by electronic mail) of such demand for payment and whether the Issuing Bank
has made or will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the
Issuing Bank and the Lenders with respect to any such LC Disbursement.



(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.12(d) shall apply. Interest accrued pursuant to this paragraph shall be
for the account of the Issuing Bank, except that interest accrued on and after the date of payment
by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for
the account of such Lender to the extent of such payment.



(i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank”
shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.



(j) Cash Collateralization. If (i) any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or
the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC
Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders,
an amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and unpaid
interest thereon; provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower
described in clause (c) of Article VII or (ii) any Letter of Credit shall have an expiration date
after the Maturity Date, the Borrower shall either (1) deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders,
an amount in cash equal to 105% of the face amount of such Letter of Credit or (2) provide a back
up letter of credit in such amount in form and substance reasonably satisfactory to the
Administrative Agent from an institution acceptable to the Administrative Agent, in either case, on
the date five Business Days prior to the Maturity Date. Such deposit or letter of credit shall be
held by the Administrative Agent as collateral for the payment and performance of the obligations
of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Other than any interest
earned on the investment of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall
not bear interest. Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to reimburse the
Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to
the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be
applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of the occurrence of an
Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured or waived. If the
Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.09(f),
such amount (to the extent not applied as aforesaid) shall be returned to the Borrower to the
extent that, after giving effect to such return, the Revolving Credit Exposure of the Lenders would
not exceed the aggregate Commitment and no Default shall have occurred and be continuing. If the
Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.19,
such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as promptly
as practicable to the extent that, after giving effect to such return, no Issuing Bank shall have
any exposure in respect of any outstanding Letter of Credit that is not fully covered by the
Commitments of the non-Defaulting Lenders and/or the remaining cash collateral. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of any Letter of Credit
maturing after the Maturity Date, such amount (to the extent not applied to reimburse LC
Disbursements related to such Letter of Credit) shall be returned to the Borrower within three
Business Days after such Letter of Credit shall have expired or terminated and all LC Disbursements
related to such Letter of Credit shall have been repaid.



(k) Evergreen Letters of Credit. If the Borrower so requests in any applicable Letter
of Credit application, a Letter of Credit may contain automatic extension provisions;
provided that any such Letter of Credit must permit the Issuing Bank to prevent any such
extension at least once in each twelve-month period (commencing with the date of issuance of such
Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each
such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless
otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific
request to the Issuing Bank for any such extension. Once such a Letter of Credit has been issued,
the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the
extension of such Letter of Credit at any time to an expiry date in accordance with paragraph (c)
of this Section; provided, however, that the Issuing Bank shall not permit any such
extension if (i) the Issuing Bank has determined that it would not be permitted or would have no
obligation at such time to issue such Letter of Credit in its revised form (as extended) under the
terms hereof, or (ii) it has received notice on or before the day that is five Business Days before
the required notice date from the Administrative Agent, any Lender or the Borrower that one or more
of the applicable conditions specified in Section 4.02 is not then satisfied, and directing the
Issuing Bank not to permit such extension, and the Administrative Agent has determined, in good
faith, that such condition or conditions have not, in fact, been satisfied.



SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
1:00 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 2.04. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an account of the
Borrower maintained with the Administrative Agent in New York City and designated by the Borrower
in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the
Administrative Agent to the Issuing Bank.



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



SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall not apply to
Swingline Borrowings, which may not be converted or continued.



(b) To make an election pursuant to this Section, the 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 the Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic mail to
the Administrative Agent of a written Interest Election Request signed by the Borrower.



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




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




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




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




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



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



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



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



SECTION 2.08. Termination, Reduction and Increase of Commitments.



(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.



(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments;
provided that (i) each reduction of the Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures would exceed the
total Commitments.



(c) The Borrower 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 Borrower pursuant to this Section
shall be irrevocable; provided that a notice of termination of the Commitments delivered by
the Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities or another transaction, in which case such notice may be revoked by the Borrower (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each
reduction of the Commitments shall be made ratably among the Lenders in accordance with their
respective Commitments.



(d) The Borrower at its option may, from time to time, seek to increase the total Commitments
by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of
$400,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative
Agent, which notice shall specify the amount of any such increase (which shall not be less than
$5,000,000) and shall certify that no Default has occurred and is continuing. After delivery of
such notice, the Borrower, in consultation with the Administrative Agent, may offer the increase
(which may be declined by any Lender in its sole discretion) in the total Commitments on either a
ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other
lenders or entities reasonably acceptable to the Administrative Agent and the Borrower. No
increase in the total Commitments shall become effective until the existing Lenders or new lenders
extending such incremental Commitment amount and the Borrower shall have delivered to the
Administrative Agent a document in form and substance reasonably satisfactory to the Administrative
Agent pursuant to which (i) any such existing Lender agrees to the amount of its Commitment
increase, (ii) any such new Lender agrees to its Commitment amount and agrees to assume and accept
the obligations and rights of a Lender hereunder, (iii) the Borrower accepts such incremental
Commitments, (iv) the effective date of any increase in the Commitments is specified and (v) the
Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are
satisfied. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i)
each Lender (new or existing) shall be deemed to have accepted an assignment from the existing
Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or
existing Lender accepting a new or increased Commitment, of an interest in each then outstanding
Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and
Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall
be automatically adjusted such that, after giving effect to such assignments and adjustments, all
Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their
respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange
for, and substantially contemporaneously with the payment to the assigning Lenders of, the
principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees.
Payments received by assigning Lenders pursuant to this Section in respect of the principal amount
of any Eurodollar Loan shall, for purposes of Section 2.15 be deemed prepayments of such Loan. Any
increase of the total Commitments pursuant to this Section shall be subject to receipt by the
Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and
other documents as the Administrative Agent may reasonably request. No consent of any Lender
(other than the Lenders agreeing to new or increased Commitments) shall be required for any
incremental Commitment provided or Loan made pursuant to this Section 2.08(d).



SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date
and the first date after such Swingline Loan is made that is the 15th or last day of a calendar
month and is at least two Business Days after such Swingline Loan is made; provided that on each
date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans that were
outstanding on the date such Borrowing was requested.



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



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



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



(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form 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).



(f) If at any time the aggregate Revolving Credit Exposure of the Lenders exceeds the
aggregate Commitments of the Lenders, the Borrower shall immediately prepay the Revolving Loans in
the amount of such excess. To the extent that, after the prepayment of all Revolving Loans an
excess of the Revolving Credit Exposure over the aggregate Commitments still exists, the Borrower
shall promptly cash collateralize the Letters of Credit in the manner described in Section 2.05(j)
in an amount sufficient to eliminate such excess.



SECTION 2.10. Prepayment of Loans. (a) The Borrower shall have the right at any time
and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (b) of this Section.



(b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a
Swingline Loan, the Swingline Lender) by telephone (confirmed by electronic mail) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00
a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, on the
date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 3:00
p.m., New York City time, on the date of prepayment. 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(c), then such
notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.08(c). Promptly following receipt of any such notice relating to a Revolving Borrowing,
the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance
of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.



SECTION 2.11. Fees. (a) The Borrower agrees to pay to the Administrative Agent for
the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily
amount of the Commitment of such Lender (whether used or unused) during the period from and
including the Effective Date to but excluding the date on which such Commitment terminates;
provided that, if such Lender continues to have any Revolving Credit Exposure after its
Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such
Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates
to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure.
Accrued facility fees shall be payable in arrears on the third Business Day following the last day
of March, June, September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the Effective Date; 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) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender
a participation fee with respect to its participations in Letters of Credit, which shall accrue at
the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving
Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Effective
Date to but excluding the later of the date on which such Lender’s Commitment terminates and the
date on which such Lender ceases to have any LC Exposure, and (ii) to such Issuing Bank a fronting
fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower
and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of
Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but excluding the later
of the date of termination of the Commitments and the date on which there ceases to be any LC
Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation
fees and fronting fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such last day,
commencing on the first such date to occur after the Effective Date; provided that all such
fees shall be payable on the date on which the Commitments terminate and any such fees accruing
after the date on which the Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).



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



(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall
not be refundable under any circumstances.



SECTION 2.12. Interest. (a) The Loans comprising each ABR Borrowing (including each
Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.



(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.



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



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



(e) 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 any
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 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 Borrower and the Lenders by
telephone or electronic mail as promptly as practicable thereafter and, until the Administrative
Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective and such Borrowing shall be continued as an ABR Borrowing and (ii) if any Borrowing
Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR
Borrowing; provided that if the circumstances giving rise to such notice affect only one
Type of Borrowings, then the other Type of Borrowings shall be permitted.



If, after the date hereof, the introduction of, or any change in, any applicable Law or any change
in the interpretation or administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by any
of the Lenders (or any of their respective Lending Offices) with any request or directive (whether
or not having the force of Law) of any such Governmental Authority, central bank or comparable
agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective
Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar Loan or any
ABR Loan as to which the interest rate is determined by reference to the Adjusted LIBO Rate, such
Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent
shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the
Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the
obligations of the Lenders to make Eurodollar Loans or ABR Loans as to which the interest rate is
determined by reference to the Adjusted LIBO Rate, and the right of the Borrower to convert any
Loan to a Eurodollar Loan or continue any Loan as a Eurodollar Loan or an ABR Loan as to which the
interest rate is determined by reference to the Adjusted LIBO Rate shall be suspended and
thereafter the Borrower may select only ABR Loans as to which the interest rate is not determined
by reference to the Adjusted LIBO Rate hereunder, (ii) all ABR Loans shall cease to be determined
by reference to the Adjusted LIBO Rate and (iii) if any of the Lenders may not lawfully continue to
maintain a Eurodollar Loan to the end of the then current Interest Period applicable thereto, the
applicable Loan shall immediately be converted to an ABR Loan as to which the interest rate is not
determined by reference to the Adjusted LIBO Rate for the remainder of such Interest Period.



SECTION 2.14. Increased Costs. (a) If any Change in Law shall:




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




(ii) impose on any Lender or the Issuing Bank or the London interbank market any other
condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such
Lender or any Letter of Credit or participation therein; or




(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes
described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection
Income Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto;



and the result of any of the foregoing shall be to increase the cost to such Lender or such other
Recipient of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make
any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of
participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum
received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether
of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank
or such other Recipient, as the case may be, such additional amount or amounts as will compensate
such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional
costs incurred or reduction suffered.



(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the
Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy), by an amount deemed by such Lender or the Issuing Bank to be
material, then from time to time upon request of such Lender or the Issuing Bank, the Borrower will
pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company for any such reduction suffered.



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



(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may
be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be extended to include
the period of retroactive effect thereof.



SECTION 2.15. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(b) and is
revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for
the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan had such event not
occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan (but not including
the Applicable Rate applicable thereto), for the period from the date of such event to the last day
of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits
of a comparable amount and period from other banks in the eurodollar market. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The
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 the Borrower under any Credit Document shall be made without
deduction or withholding for any Taxes, except as required by applicable Law. If any applicable
Law (as determined in the good faith discretion of an applicable withholding agent) requires the
deduction or withholding of any Tax from any such payment by a withholding agent, then the
applicable withholding agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in
accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the
Borrower shall be increased as necessary so that after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this
Section 2.16) the applicable Recipient receives an amount equal to the sum it would have received
had no such deduction or withholding been made.



(b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the
relevant Governmental Authority in accordance with applicable Law, or at the option of the
Administrative Agent timely reimburse it for, Other Taxes.



(c) Evidence of Payments. As soon as practicable after any payment of Taxes by the
Borrower to a Governmental Authority pursuant to this Section 2.16, the Borrower shall deliver to
the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.



(d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient,
within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including
Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section)
payable or paid by such Recipient or required to be withheld or deducted from a payment to such
Recipient and any reasonable out-of-pocket expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.



(e) Indemnification by the Lenders. Each Lender shall severally indemnify the
Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes
attributable to such Lender (but only to the extent that the Borrower has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the
Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the
provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any
Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Credit Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such 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 any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender under any Credit Document or otherwise payable by the
Administrative Agent to the Lender from any other source against any amount due to the
Administrative Agent under this paragraph (e).



(f) Status of Lenders. (i) Any Lender that is entitled to an exemption from or
reduction of withholding Tax with respect to payments made under any Credit Document shall deliver
to the Borrower and the Administrative Agent, at the time or times reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made
without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as
will enable the Borrower or the Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements. Notwithstanding anything to
the contrary in the preceding two sentences, the completion, execution and submission of such
documentation (other than such documentation set forth in Section 2.16(f)(ii)(A), (ii)(B) and
(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or
would materially prejudice the legal or commercial position of such Lender.




(ii) Without limiting the generality of the foregoing,




(A) any Lender that is a U.S. Person shall deliver to the Borrower and the
Administrative Agent on or prior to the date on which such Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender
is exempt from U.S. Federal backup withholding tax;




(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to
the Borrower and the Administrative Agent (in such number of copies as shall be requested by
the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
or the Administrative Agent), whichever of the following is applicable:




(1) in the case of a Foreign Lender claiming the benefits of an income tax
treaty to which the United States is a party (x) with respect to payments of
interest under any Credit Document, executed originals of IRS Form W-8BEN
establishing an exemption from, or reduction of, U.S. Federal withholding Tax
pursuant to the “interest” article of such tax treaty and (y) with respect to any
other applicable payments under any Credit Document, IRS Form W-8BEN establishing an
exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
“business profits” or “other income” article of such tax treaty;




(2) executed originals of IRS Form W-8ECI;




(3) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate substantially
in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a
“controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a
“U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form
W-8BEN; or




(4) to the extent a Foreign Lender is not the beneficial owner, executed
originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a
U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit
E-3, IRS Form W-9, and/or other certification documents from each beneficial owner,
as applicable; provided that if the Foreign Lender is a partnership and one
or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance
Certificate substantially in the form of Exhibit E-4 on behalf of each such direct
and indirect partner;




(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to
the Borrower and the Administrative Agent (in such number of copies as shall be requested by
the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
or the Administrative Agent), executed originals of any other form prescribed by applicable
Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax,
duly completed, together with such supplementary documentation as may be prescribed by
applicable Law to permit the Borrower or the Administrative Agent to determine the
withholding or deduction required to be made; and




(D) if a payment made to a Lender under any Credit Document would be subject to U.S.
Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the
applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by law and at such time or times
reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the
Code) and such additional documentation reasonably requested by the Borrower or the
Administrative Agent as may be necessary for the Borrower and the Administrative Agent to
comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold
from such payment. Solely for purposes of this clause (D), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement.




(iii) Each Lender agrees that if any form or certification it previously delivered
expires or becomes obsolete or inaccurate in any respect, it shall update such form or
certification or if such Lender is not legally able to do so such Lender shall promptly
notify the Borrower and the Administrative Agent in writing of its legal inability to do so.



(g) Treatment of Certain Refunds. If any party determines, in its reasonable
discretion exercised in good faith, that it has received a refund of any Taxes as to which it has
been indemnified pursuant to Sections 2.14 or 2.16 (including by the payment of additional amounts
pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such
refund (but only to the extent of indemnity payments made under Sections 2.14 or 2.16 with respect
to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of
such indemnified party and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund). Such indemnifying party, upon the request of
such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this
paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such
Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no
event will the indemnified party be required to pay any amount to an indemnifying party pursuant to
this paragraph (g) the payment of which would place the indemnified party in a less favorable net
after-Tax position than the indemnified party would have been in if the indemnification payments or
additional amounts giving rise to such refund had never been paid. This paragraph shall not be
construed to require any indemnified party to make available its Tax returns (or any other
information relating to its Taxes that it reasonably deems confidential) to the indemnifying party
or any other Person.



(h) Issuing Bank. For purposes of this Section 2.16, the term “Lender” includes any
Issuing Bank.



SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The
Borrower shall make each payment required to be made by it hereunder (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.14, 2.15
or 2.16, or otherwise) prior to 12:00 noon, New York City time (except as otherwise expressly
provided in this Agreement), on the date when due, in immediately available funds, without set off
or counterclaim. Any amounts received after such time on any date may, in the discretion of the
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 payments to be made directly to
the Issuing Bank or Swingline Lender as expressly provided herein and except that 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 the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder
shall be due on a day that is not a Business Day, the date for payment shall be extended to 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) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.



(c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Revolving Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans and participations in LC Disbursements and Swingline
Loans of other Lenders without recourse or warranty from the other Lenders except as contemplated
by Section 9.04 in respect of assignments to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Revolving Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement
(as amended and in effect at the time of such payment) or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to the Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.



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



(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.04(c), 2.05(d) or (e), 2.06(b), 2.17(d) or 9.03(c), then the Administrative Agent may, in its
discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter
received by the Administrative Agent for the account of such Lender and for the benefit of the
Administrative Agent, the Swingline Lender or the Issuing Bank to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any
such amounts in a segregated account as cash collateral for, and application to, any future funding
obligations of such Lender under such Sections, in the case of each of clause (i) and (ii) above,
in any order as determined by the Administrative Agent in its discretion.



SECTION 2.18. Mitigation Obligations; Replacement of Lenders.



(a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to
pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Sections 2.14 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. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment.



(b) If (i) any Lender requests compensation under Section 2.14 hereof, (ii) the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.16 hereof, (iii) any Lender becomes a Defaulting Lender or (iv)
any Lender (other than the Administrative Agent) has failed to consent to a proposed amendment,
waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders
(or all the affected Lenders) and with respect to which the Required Lenders shall have granted
their consent, then the 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 hereof), all its
interests, rights and obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (A) the Borrower shall have received the prior written consent of the
Administrative Agent, (and, in circumstances where its consent would be required under Section
9.04, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be
withheld, (B) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and, if applicable, participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts); provided however, that in the case of the Borrower’s
replacement of a Defaulting Lender for failure to fund Loans hereunder, the assignee or the
Borrower, as the case may be, shall hold back from such amounts payable to such Lender and pay
directly to the Administrative Agent, any payments due to the Administrative Agent or the
non-Defaulting Lenders by the Defaulting Lender under this Agreement and (C) in the case of any
such assignment resulting from a claim for compensation under Section 2.14 hereof or payments
required to be made pursuant to Section 2.16 hereof, 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 Borrower to require such assignment and delegation cease to apply.
Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may
be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative
Agent and the assignee and that the Lender required to make such assignment and delegation need not
be a party thereto.



SECTION 2.19. Defaulting Lenders.



Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Lender is a
Defaulting Lender:



(a) fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section
2.11(a);



(b) the Commitments, LC Exposure and Revolving Credit Exposure of such Defaulting Lender shall
not be included in determining whether the Required Lenders have taken or may take any action
hereunder (including any consent to any amendment or waiver pursuant to Section 9.02),
provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the
case of an amendment, waiver or other modification requiring the consent of such Lender or each
Lender affected thereby;



(c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting
Lender then:




(i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated
among the non-Defaulting Lenders in accordance with their respective Applicable Percentages
but only to the extent the sum of all non-Defaulting Lenders’ Revolving Credit Exposures
plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total
of all non-Defaulting Lenders’ Commitments;




(ii) if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Borrower shall within one Business Day following notice by the
Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize for the benefit of the Issuing Bank only the Borrower’s obligations
corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial
reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
Section 2.05(j) for so long as such LC Exposure is outstanding;




(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC
Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees
to such Defaulting Lender pursuant to Section 2.11(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash
collateralized;




(iv) if any portion of the LC Exposure of the non-Defaulting Lenders is reallocated
pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section
 2.11(b) shall be adjusted to give effect to such reallocation (and in accordance with such
non-Defaulting Lenders’ Applicable Percentages); or




(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither cash
collateralized nor reallocated pursuant to clause (i) or (ii) above, then, without prejudice
to any rights or remedies of the Issuing Bank or any other Lender hereunder, all facility
fees that otherwise would have been payable to such Defaulting Lender (solely with respect
to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure)
and letter of credit fees payable under Section 2.11(b) with respect to such Defaulting
Lender’s LC Exposure (solely with respect to the portion of such Defaulting Lender’s LC
Exposure that is neither cash collateralized nor reallocated) shall be payable to the
Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and



(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required
to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase
any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s
then outstanding Swingline Exposure or LC Exposure will be 100% covered by the Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with
Section 2.19(c), and participating interests in any such newly issued or increased Letter of Credit
or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent
with Section 2.19(c)(i) (and such Defaulting Lender shall not participate therein).



If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the
date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the
Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit (in each case, an
“Affected Lender”), the Swingline Lender shall not be required to fund any Swingline Loan and the
Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the
Swingline Lender or the Issuing Bank, as the case may be, is satisfied that the related exposure
and such Affected Lender’s then outstanding Swingline Exposure or LC Exposure will be 100% covered
by the Commitments of Lenders which are not either Defaulting Lenders or Affected Lenders, and
participating interests in any such newly issued or increased Letter of Credit or newly made
Swingline Loan shall be allocated among the Lenders which are not Defaulting Lenders or Affected
Lenders in a manner consistent with Section 2.19(c)(i) (and such Affected Lender shall not
participate therein) and/or cash collateral will be provided by the Borrower in accordance with
Section 2.19(c). In addition, the Borrower has the right to require a reallocation of participating
interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan among
the Lenders which are not Defaulting Lenders or Affected Lenders is a manner consistent with
Section 2.19(c)(i) (and such Affected Lender shall not participate therein).



In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing
Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such
Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall
be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender
shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall
determine may be necessary in order for such Lender to hold such Loans in accordance with its
Applicable Percentage.



ARTICLE III




Representations and Warranties




The Borrower represents and warrants to the Administrative Agent and the Lenders that:



SECTION 3.01. Financial Statements; No Material Adverse Change.



(a) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries,
as at December 31, 2010 and the related consolidated statements of income and of cash flows for the
fiscal year ended on such date, reported on and accompanied by unqualified reports from Ernst &
Young LLP or another independent certified public accounting firm of nationally recognized
standing, present fairly in all material respects the consolidated financial condition of the
Borrower and its consolidated Subsidiaries, as at such date, and the consolidated results of their
operations and their consolidated cash flows for such fiscal year then ended in accordance with
GAAP applied consistently throughout the periods involved (except as approved by the aforementioned
firm of accountants and disclosed therein).



(b) The audited statutory financial statements of Symetra Life Insurance Company for fiscal
year 2010, reported on and accompanied by unqualified reports from Ernst & Young LLP or another
independent certified public accounting firm of nationally recognized standing, present fairly in
all material respects the financial condition of Symetra Life Insurance Company, for the period
covered thereby in accordance with SAP applied consistently through the period involved (except as
approved by the aforementioned firm of accountants and disclosed therein).



(c) The unaudited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries, as of and for the fiscal quarter ended September 30, 2011, and the related unaudited
consolidated statements of income and cash flows for such fiscal quarters ended on such dates,
present fairly in all material respects the consolidated financial condition of the Borrower and
its consolidated Subsidiaries as at such date, and the consolidated results of their operations and
their consolidated cash flows for the fiscal quarter then ended in accordance with GAAP applied
consistently throughout the period involved (except (x) as approved by the aforementioned firms of
accountants and disclosed therein or (y) for normal year-end audit adjustments and the absence of
footnotes).



(d) The unaudited interim statutory financial statements of Symetra Life Insurance Company for
the quarterly period ended September 30, 2011 present fairly in all material respects the financial
condition of Symetra Life Insurance Company for the quarter then ended in accordance with SAP
applied consistently throughout the period involved.



(e) Since December 31, 2010, there has been no material adverse change in the business,
assets, property or financial condition of the Borrower and its Subsidiaries, taken as a whole.



SECTION 3.02. Corporate Existence; Compliance with Law. The Borrower and each of its
Subsidiaries (a) is duly organized, validly existing and in good standing under the Laws of the
jurisdiction of its organization, except to the extent that the failure of the Subsidiaries to be
so organized, validly existing and in good standing could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect, (b) has the corporate or other power and authority, and
the legal right, to own and operate its Property, to lease the Property it operates as lessee and
to conduct the business in which it is currently engaged, except to the extent that the failure to
have such power, authority and legal right could not, in the aggregate, reasonably be expected to
have a Material Adverse Effect, (c) is duly qualified as a foreign corporation and in good standing
under the Laws of each jurisdiction where its ownership, lease or operation of Property or the
conduct of its business requires such qualification, except to the extent failure to so qualify or
be in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect, and (d) is in compliance with all Requirements of Law, including, without limitation, with
respect to environmental Laws, except to the extent that the failure to comply therewith could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect.



SECTION 3.03. Corporate Power; Authorization; Enforceable Obligations. The Borrower
has the corporate or other power and authority, and the legal right, to make, deliver and perform
the Credit Documents to which it is a party and to borrow hereunder. The Borrower has taken all
necessary corporate or other action to authorize the execution, delivery and performance of the
Credit Documents to which it is a party and to authorize the borrowings on the terms and conditions
of this Agreement. No consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required in connection with the
borrowings hereunder or the execution, delivery, performance, validity or enforceability of this
Agreement or any of the other Credit Documents, except consents, authorizations, filings and
notices described in Schedule 3.03, which consents, authorizations, filings and notices have been
obtained or made and are in full force and effect and except to the extent failure to obtain any
consents, authorizations, filings, and notices could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect. Each Credit Document to which the Borrower is a party has been
duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other
Credit Document to which the Borrower is a party upon execution will constitute, a legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law).



SECTION 3.04. No Legal Bar. The execution, delivery and performance of this Agreement
and the other Credit Documents, the issuance of Letters of Credit, the borrowings hereunder and the
use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation
of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation, except to the extent such violation or Lien
could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.



SECTION 3.05. No Material Litigation. No litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of its Subsidiaries or against any of their respective
properties or assets that (a) purport to affect or pertain to this Agreement or any other Credit
Document or any of the transactions contemplated hereby or thereby, or (b) could reasonably be
expected to have a Material Adverse Effect.



SECTION 3.06. Ownership of Property; Liens. The Borrower and each of its Subsidiaries
has title in fee simple to, or a valid leasehold interest in, all its real property, and good title
to, or a valid leasehold interest in, all its other Property, and none of such Property is subject
to any Lien except as permitted by Section 6.03, except to the extent such defects in title could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.



SECTION 3.07. Intellectual Property. The Borrower and each of its Subsidiaries owns,
or is licensed to use, all Intellectual Property material to the conduct of its business as
currently conducted. No material claim has been asserted and is pending by any Person challenging
or questioning the use of any Intellectual Property or the validity or effectiveness of any
Intellectual Property, nor does the Borrower know of any valid basis for any such claim, other than
claims that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
The use of Intellectual Property by the Borrower and its Subsidiaries does not infringe on the
rights of any Person in any material respect, except for infringements that could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.



SECTION 3.08. Taxes. The Borrower and each of its Subsidiaries has filed or caused to
be filed all material Federal, state and other Tax returns that are required to be filed (taking
into account any applicable extensions) and has paid all Taxes shown to be due and payable on said
returns or on any assessments made against it or any of its Property and all other material Taxes
imposed on it or any of its Property by any Governmental Authority and, to the knowledge of the
Borrower, no Tax Lien has been filed, and no claim is being asserted, with respect to any such Tax,
except (i) those in respect of which the amount or validity are currently being contested in good
faith by appropriate proceedings and with respect to which reserves in conformity with SAP or GAAP,
as applicable, have been provided on the books of the Borrower or its Subsidiaries, as the case may
be, and (ii) any amount the failure of which to pay could not reasonably be expected to result in a
Material Adverse Effect.



SECTION 3.09. Federal Regulations. No part of the proceeds of any Loans will be used
for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose
that violates the provisions of the Regulations of the Board. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1
referred to in Regulation U. After application of the proceeds of any Loan, not more than 25% of
the assets that are subject to any restrictions under this Agreement on the pledge thereof will be
“margin stock”.



SECTION 3.10. ERISA. Except as could not reasonably be expected to result in a
Material Adverse Effect, no Reportable Event and no failure to meet the minimum funding standards
under Section 430 of the Code has occurred during the five-year period prior to the date on which
this representation is made or deemed made with respect to any Single Employer Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA and the Code. Except
as could not reasonably be expected to result in a Material Adverse Effect, no termination of a
Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during
such five-year period. The present value of all accrued benefits under each Single Employer Plan
(based on those assumptions used to fund such Plans) did not, as of the last annual valuation date
prior to the date on which this representation is made or deemed made, exceed the value of the
assets of such Plan allocable to such accrued benefits by an amount which could reasonably be
expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably
be expected to result in a Material Adverse Effect, no such Multiemployer Plan is in Reorganization
or Insolvent and no notice that such Multiemployer Plan is in endangered or critical status (under
Section 432 of the Code) has been received.



SECTION 3.11. Investment Company Act; Other Regulations. The Borrower is not an
“investment company” within the meaning of the Investment Company Act of 1940, as amended. The
Borrower is not subject to regulation under any Requirement of Law (other than Regulation X of the
Board) which limits its ability to incur Indebtedness hereunder.



SECTION 3.12. Use of Proceeds. The proceeds of the Loans and the Letters of Credit
shall be used for working capital and general corporate purposes of the Borrower and its
Subsidiaries, including, without limitation, (a) acquisitions, (b) the issuance of Letters of
Credit, (c) refinancings of outstanding indebtedness, if any, of the Borrower and its Subsidiaries
(including under the Existing Credit Agreement), and (d) for payment of fees and expenses incurred
in connection with this Agreement.



SECTION 3.13. Accuracy of Information, etc. No statement or information contained in
any document, certificate or statement furnished to the Administrative Agent or the Lenders or any
of them, by or on behalf of the Borrower for use in connection with the transactions contemplated
by this Agreement or the other Credit Documents, taken as a whole contained, as of the date such
statement, information, document or certificate was so furnished, any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the statements
contained therein not materially misleading in light of the circumstances under which such
statement, information, document or certificate was made or furnished. The projections and pro
forma financial information contained in the materials referenced above were prepared in good faith
based on assumptions believed by management of the Borrower to be reasonable at the time made, it
being recognized by the Lenders that such financial information as it relates to future events is
not to be viewed as fact and that actual results during the period or periods covered by such
financial information may differ from the projected results set forth therein by a material amount.



SECTION 3.14. Insurance Regulatory Matters. No License of any Insurance Subsidiary,
the loss of which could reasonably be expected to have a Material Adverse Effect, is the subject of
a proceeding for suspension or revocation. To the knowledge of the Borrower, there is no
sustainable basis for such suspension or revocation, and no such suspension or revocation has been
threatened by any Governmental Authority.



SECTION 3.15. Indebtedness and Liens. As of the Closing Date, (i) no Subsidiary of
the Borrower had outstanding any Indebtedness that was created, incurred or assumed after September
30, 2011, except Indebtedness that would have been permitted by Section 6.02 (without giving effect
to the Indebtedness permitted by Section 6.02(a)(i)) if created, incurred or assumed by such
Subsidiary on the Closing Date and (ii) there does not exist (a) any Lien that was created,
incurred or assumed after September 30, 2011, upon any stock or Indebtedness of any Subsidiary to
secure any Debt of the Borrower or any of its Subsidiaries or any other Person (other than the
obligations hereunder) or (b) any Lien that was created, incurred or assumed after September 30,
2011, upon any other Property, to secure any Debt of the Borrower or any of its Subsidiaries or any
other Person (other than the obligations hereunder), except, in the case of (a) or (b), Liens that
would have been permitted by Section 6.03 hereof (without giving effect to the Liens that would
have been permitted by Section 6.03(i)(x)) if so created, incurred or assumed on the Closing Date.



SECTION 3.16. Taxpayer Identification Number. As of the date hereof, the Borrower’s
true and correct U.S. taxpayer identification number is set forth on Schedule 3.16.



ARTICLE IV




Conditions




SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section 9.02):




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




(b) The Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of Cravath, Swaine
& Moore, LLP, counsel for the Borrower, and of Julie M. Bodmer, Assistant General Counsel
and Assistant Secretary of the Borrower, each in form and substance reasonably satisfactory
to the Administrative Agent and covering such matters relating to the Borrower, this
Agreement or the Transactions as the Administrative Agent shall reasonably request. The
Borrower hereby requests such counsel to deliver such opinion.




(c) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization,
existence and good standing of the Borrower, the authorization of the Transactions and any
other legal matters relating to the Borrower, this Agreement or the Transactions, all in
form and substance satisfactory to the Administrative Agent and its counsel.




(d) The Administrative Agent shall have received a certificate, dated the Effective
Date and signed by the President, a Vice President or a Responsible Officer of the Borrower,
confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section
4.02.




(e) The Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement
or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder.




(f) The Existing Credit Agreement shall have been terminated, all principal, interest
and other amounts owing thereunder (other than contingent obligations for which no claim has
been made) shall have been (or shall substantially contemporaneously be) repaid in full and
the Administrative Agent shall have received a payoff or termination letter in form and
substance acceptable to it from Bank of America, N.A. to such effect.




(g) The Administrative Agent shall have received (i) satisfactory GAAP audited
consolidated financial statements of the Borrower for fiscal years 2009 and 2010, (ii)
satisfactory GAAP unaudited interim consolidated financial statements of the Borrower for
the quarterly period ended September 30, 2011, (iii) satisfactory audited statutory
financial statements of Symetra Life Insurance Company for fiscal years 2009 and 2010 and
(iv) satisfactory unaudited interim statutory financial statements of Symetra Life Insurance
Company for the quarterly period ended September 30, 2011.



The Administrative Agent shall notify the Borrower 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 and of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02)
at or prior to 3:00 p.m., New York City time, on December 30, 2011 (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 on the
occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of
Credit, is subject to the satisfaction of the following conditions:




(a) The representations and warranties of the Borrower set forth in this Agreement
(other than the representation set forth in Section 3.01(e) hereof) shall be true and
correct in all material respects on and as of the date of such Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in
the case of any such representation or warranty that expressly relates to an earlier date,
in which case such representation or warranty shall be so true and correct in all material
respects on and as of such earlier date.




(b) At the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no
Default shall have occurred and be continuing.



Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be
deemed to constitute a representation and warranty by the Borrower on the date thereof as to the
matters specified in paragraphs (a) and (b) of this Section.



ARTICLE V




Affirmative Covenants




Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that the Borrower shall and shall cause each of its
Subsidiaries to:



SECTION 5.01. Financial Statements. Furnish to the Administrative Agent (either
electronically or with sufficient copies for distribution by the Administrative Agent to each
Lender):



(a) (i) not later than the date required to be filed pursuant to the Act of 1934 (after giving
effect to any extension permitted or granted by the SEC), but in any event (including if not
required to be filed pursuant to the Act of 1934) not later than 95 days after the end of each
fiscal year of the Borrower ending subsequent to the Effective Date, a copy of the audited
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such
fiscal year, and the related audited consolidated statements of income and of cash flows for such
fiscal year, setting forth in each case in comparative form the figures as of the end of and for
the previous fiscal year, accompanied by an opinion by Ernst & Young LLP, or other independent
certified public accounting firm of nationally recognized standing, which report shall be prepared
in accordance with generally accepted auditing standards and applicable securities Laws and shall
not be subject to a “going concern” or like qualification or exception, or qualification as to the
scope of the audit (for purposes hereof, delivery of the Borrower’s annual report on Form 10-K
(which shall be deemed delivered on the date when such document is posted on the SEC’s website at
www.sec.gov or any replacement website) will be sufficient in lieu of delivery of such financial
statements); and (ii) not later than the date required to be filed pursuant to the Act of 1934
(after giving effect to any extension permitted or granted by the SEC), but in any event (including
if not required to be filed pursuant to the Act of 1934) not later than 70 days after the end of
each of the first three fiscal quarters of each fiscal year of the Borrower ending subsequent to
the Effective Date, a copy of the unaudited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited
consolidated statements of income and of cash flows for such fiscal quarter and the portion of the
fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form
the figures as of the end of and for the corresponding period in the previous year, certified by a
Responsible Officer on behalf of the Borrower as being fairly stated in all material respects in
accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes)
(for purposes hereof, delivery of the Borrower’s Quarterly Report on Form 10-Q (which shall be
deemed delivered on the date when such document is posted on the SEC’s website at www.sec.gov or
any replacement website) will be sufficient in lieu of delivery of such financial statements and
certifications); all such financial statements, together with notes to such financial statements,
to fairly present in all material respects the financial condition and income and cash flows of the
subject thereof as at the dates and for the periods covered thereby in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods (except (x) as
approved by such accountants or officer, as the case may be, and disclosed therein or (y) in the
case of unaudited financial statements, subject to normal year-end adjustments and the absence of
footnotes);



(b) not later than the date required by Law to be prepared (or such later date as may be
allowed by the applicable Governmental Authority), but in any event not later than (i) 95 days
after the end of each fiscal year of a Material Insurance Subsidiary (as of the date of delivery
pursuant hereto), copies of the unaudited Annual Statement of such Material Insurance Subsidiary,
certified by a Responsible Officer on behalf of such Material Insurance Subsidiary; all such
statements to be prepared in accordance with SAP consistently applied throughout the periods
reflected therein and, if required by the applicable Governmental Authority, audited and certified
by independent certified public accounting firm of recognized national standing (it being
understood that delivery of audited statements shall be made within 10 days following the delivery
of such statements to the applicable Governmental Authority); and (ii) 70 days after the end of
each interim financial period of each Material Insurance Subsidiary in respect of which an Interim
Statement is required to be prepared (as of the date delivery of such Interim Statement is
required), copies of the Interim Statement of such Material Insurance Subsidiary for such interim
financial period, all such statements to be prepared in accordance with SAP consistently applied
throughout the period reflected herein;



(c) within 15 days after being delivered to any Material Insurance Subsidiary subsequent to
the Effective Date, any final Report on Examination issued by the applicable Department or the NAIC
that results in material adjustments to the financial statements referred to in paragraph
(b) above;



(d) to the extent such a statement is required by Law to be prepared, within 10 days following
the delivery to the applicable Department, a copy of each “Statement of Actuarial Opinion” and
“Management Discussion and Analysis” for a Material Insurance Subsidiary which is provided to the
applicable Department as to the adequacy of loss reserves of such Material Insurance Subsidiary,
such opinion to be in the format prescribed by the insurance code of the state of domicile of such
Material Insurance Subsidiary; and



(e) promptly after the Borrower’s receipt thereof, subject to any restrictions imposed by such
independent accountants, copies of any management letters submitted to the board of directors (or
the audit committee of the board of directors) of the Borrower by independent accountants in
connection with the annual audit of the Borrower or any of its Subsidiaries.



SECTION 5.02. Certificates; Other Information. Furnish to the Administrative Agent
(either electronically or with sufficient copies for distribution by the Administrative Agent to
each Lender) or, in the case of clause (d), to the relevant Lender:



(a) within 5 Business Days after the delivery of the audited financial statements referred to
in Section 5.01(a)(i), a certificate of the independent certified public accounting firm reporting
on such financial statements stating that in making the examination necessary therefor no knowledge
was obtained of any Default or Event of Default (it being understood that (i) such certificate
shall only be required if delivery by such independent certified public accounting firm of such a
certificate is not prohibited by its policies and (ii) any such certificate may be limited in scope
and qualified in accordance with customary practices of the accounting profession), except as
specified in such certificate;



(b) within 5 Business Days after the deadline for the delivery of any financial statements
pursuant to Section 5.01(a), (i) a certificate of a Responsible Officer of the Borrower stating
that such Responsible Officer has obtained no knowledge of any continuing Default or Event of
Default except as specified in such certificate and (ii) a Compliance Certificate containing all
information and calculations necessary for determining compliance by the Borrower with Section 6.01
as of the last day of the fiscal quarter or fiscal year of the Borrower;



(c) within 10 days after the same are filed with the SEC (unless posted on the SEC’s website
at www.sec.gov or any replacement website), all reports and filings on Forms 10-K, 10-Q and 8-K
that the Borrower may make to, or file with, the SEC, including any request of an extension of time
for the filing of any such reports; and



(d) promptly, such additional financial and other information as the Administrative Agent or
any Lender may from time to time reasonably request.



(e) The Borrower hereby acknowledges that (a) unless otherwise directed by the Borrower, the
Administrative Agent and/or the Arranger will make available to the Lenders and the Issuing Bank
materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar
electronic system (the “Platform”), subject to confidentiality undertakings reasonably
acceptable to the Borrower and the Arranger, and (b) certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to
the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that
(w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower
shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Bank and the
Lenders to treat such Borrower Materials as either publicly available information or not material
information (although it may be sensitive and proprietary) with respect to the Borrower or its
securities for purposes of United States Federal and state securities Laws; (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled
to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on
a portion of the Platform not designated “Public Investor.” Notwithstanding any of the foregoing,
if the Borrower also delivers any materials and/or information pursuant to this Section 5.02(e) in
paper format to the Administrative Agent, such paper materials shall be deemed to be Borrower
Materials for all purposes. Nothing in this Section 5.02(e) shall limit the obligations of the
Administrative Agent and the Lenders under Section 9.12.



SECTION 5.03. Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its material obligations
of whatever nature (other than Indebtedness), except where the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves in conformity with
GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as
the case may be; provided, that the Borrower may, in the ordinary course of business,
extend payments on those payables if beneficial to the operation of their businesses.



SECTION 5.04. Conduct of Business and Maintenance of Existence, etc. (a) Except as
otherwise would not be a Fundamental Change (i) with respect to each Subsidiary of the Borrower,
preserve, renew and keep in full force and effect its corporate existence and (ii) with respect to
the Borrower and each of its Subsidiaries, take all reasonable action to maintain all licenses,
permits, rights, privileges and franchises necessary or desirable in the normal conduct of its
business, except, in the case of clause (i) above and clause (ii) above, to the extent that
failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply
with all Contractual Obligations (other than in respect of Indebtedness) and Requirements of Law,
except to the extent that failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.



SECTION 5.05. Maintenance of Property; Insurance. (a) Keep all Property and systems
useful and necessary in its business in good working order and condition, ordinary wear and tear
excepted and (b) maintain with financially sound and reputable insurance companies (other than with
the Borrower or its Subsidiaries) insurance on all its Property in at least such amounts and
against at least such risks (but including in any event public liability, product liability and
business interruption) as are usually insured against in the same general area by companies engaged
in the same or a similar business (it being understood that, to the extent consistent with prudent
business practices of Persons carrying on a similar business in a similar location, a program of
self-insurance for first and other loss layers may be utilized).



SECTION 5.06. Inspection of Property; Books and Records; Discussions. (a) Keep proper
books of records and account in which full, true and correct entries in conformity with GAAP (or
SAP as applicable) and all Requirements of Law shall be made of all material dealings and
transactions in relation to its business and activities and (b) upon reasonable prior notice,
permit representatives of the Administrative Agent (who may be accompanied by representatives of
other Lenders) and, during the continuance of an Event of Default, any Lender to (x) visit and
inspect any of its properties, (y) during the continuance of an Event of Default, conduct
reasonable examinations of (and, with the consent of the Borrower, such consent not to be
unreasonably withheld, make abstracts from) any of its books and records at any reasonable time and
as often as may reasonably be requested and (z) discuss the business, operations, properties and
financial and other condition of the Borrower with officers and employees of the Borrower. It is
understood that (i) any information obtained by the Administrative Agent or any Lender in any visit
or inspection pursuant to this Section 5.06 shall be subject to the confidentiality requirements
of Section 9.12, (ii) the Borrower may impose, with respect to any Lender or any Affiliate of any
Lender reasonably deemed by the Borrower to be engaged significantly in a business which is
directly competitive with any material business of the Borrower and its Subsidiaries, reasonable
restrictions on access to proprietary information of the Borrower and its Subsidiaries and
(iii) the Lenders will coordinate their visits through the Administrative Agent with a view to
preventing the visits provided for by this Section 5.06 from becoming unreasonably burdensome to
the Borrower and its Subsidiaries.



SECTION 5.07. Notices. Give notice to the Administrative Agent (it being agreed that
the Administrative Agent shall, upon receipt of such notice, notify each Lender thereof) of the
following within the time periods specified:



(a) Promptly after any Responsible Officer of the Borrower obtains knowledge thereof, the
occurrence of any Default or Event of Default;



(b) Within five days after any Responsible Officer of the Borrower obtains knowledge thereof,
the occurrence of:




(i) any default or event of default under any Contractual Obligation (other than in
respect of Indebtedness) of the Borrower or any of its Subsidiaries or any litigation,
investigation or proceeding which may exist at any time between the Borrower or any of its
Subsidiaries and any Governmental Authority, that in either case, could reasonably be
expected to have a Material Adverse Effect;




(ii) (A) any litigation or proceeding affecting the Borrower or any of its Subsidiaries
(other than claims-related litigation involving an Insurance Subsidiary) in which (x) the
amount involved (and not covered by insurance) is $50,000,000 or more or (y) in which
injunctive or similar relief is sought that could reasonably be expected to have a Material
Adverse Effect and (B) any claims-related litigation affecting any Insurance Subsidiary
which could reasonably be expected to have a Material Adverse Effect; and




(iii) of any announcement by Moody’s or S&P of any change in a Rating (as defined in
Schedule 1.01) that changes the Applicable Rate.



(c) As soon as possible and, in any event, within 30 days after a Responsible Officer of the
Borrower obtains knowledge thereof: (A) the occurrence of any Reportable Event with respect to any
Single Employer Plan, a failure to make any required contribution to a Plan, the creation of any
Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan or (B) the institution of proceedings or the taking of any
other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer
Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any
Plan except, in each case, as could not reasonably be expected to result in liability of the
Borrower or the Subsidiaries in excess of $50,000,000.



Each notice pursuant to this Section 5.07 shall be accompanied by a statement of a Responsible
Officer on behalf of the Borrower setting forth details of the occurrence or such default referred
to therein and stating what action the Borrower or the relevant Subsidiary proposes to take with
respect thereto.



SECTION 5.08. Taxes. Pay, discharge, or otherwise satisfy before the same shall
become overdue, all Taxes imposed upon it and its real estate, sales and activities, or any part
thereof, or upon the income or profits therefrom, other than where failure to pay such Taxes could
not reasonably be expected to result in a Material Adverse Effect; provided that any such
Tax need not be paid if the validity or amount thereof shall currently be contested in good faith
by appropriate proceedings and reserves in conformity with SAP or GAAP, as applicable, have been
provided on the books of the Borrower and its Subsidiaries, as the case may be.



SECTION 5.09. Use of Proceeds. Use the proceeds of the Loans and the Letters of
Credit solely for the purposes set forth in Section 3.12.



SECTION 5.10. Further Assurances. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further
instruments and documents as the Lenders or the Administrative Agent shall reasonably request to
give effect to the transactions contemplated by this Agreement and the other Credit Documents.



ARTICLE VI




Negative Covenants




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



SECTION 6.01. Financial Condition Covenants.



(a) Authorized Control Level Risk-Based Capital of Material Insurance Subsidiaries.
The Borrower will cause Symetra Life Insurance Company and each of its other Material Insurance
Subsidiaries to maintain a ratio of (x) “Total Adjusted Capital” to (y) “Company Action Level
Risk-Based Capital” of at least 225%”, in each case as determined at the end of each fiscal year
and as each such term is defined from time to time by the rules and regulations of the NAIC.



(b) Maintenance of Total Consolidated Debt to Total Consolidated Capitalization Ratio.
The Borrower shall not permit its Total Consolidated Debt to Total Consolidated Capitalization
Ratio, as at the end of any fiscal quarter, commencing with the first fiscal quarter ending after
the Effective Date, to exceed thirty-five percent (35.0%).



SECTION 6.02. Limitation on Indebtedness. (a) The Borrower will not permit any of its
Subsidiaries to create, incur or assume or suffer to exist any Indebtedness, except:




(i) Indebtedness outstanding as of the Effective Date and any refinancings, refundings,
renewals or extensions thereof (without any increase in the principal amount thereof, other
than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other
costs of refinancing, or any shortening of the final maturity of any principal amount
thereof to a date prior to the Maturity Date);




(ii) Indebtedness of any Insurance Subsidiary incurred or issued in the ordinary course
of its business or in securing insurance-related obligations (that do not constitute
Indebtedness) of such Insurance Subsidiary and letters of credit, bank guarantees, surety
bonds or similar instruments issued for the account of any Insurance Subsidiary in the
ordinary course of its business or in securing insurance-related obligations (that do not
constitute Indebtedness) of such Insurance Subsidiary;




(iii) Indebtedness in respect of letters of credit, bank guarantees, surety and appeal
bonds, or performance bonds or other obligations of a like nature arising in the ordinary
course of business and not for capital raising purposes and issued for the account of any
Non-Regulated Operating Subsidiary;




(iv) short-term Indebtedness (i.e. with a maturity of less than one year when issued,
provided that such Indebtedness may include an option to extend for up to an additional one
year period) of any Insurance Subsidiary incurred to provide short-term liquidity to
facilitate claims payment in the event of catastrophe;




(v) Indebtedness of a Subsidiary acquired after the Effective Date or a corporation
merged into or consolidated with a Subsidiary after the Effective Date and Indebtedness
assumed in connection with the acquisition of assets, which Indebtedness, in each case,
exists at the time of such acquisition, merger or consolidation and is not created in
contemplation of such event, as well as any refinancings, refunds, renewals or extensions of
such Indebtedness (without increase in the principal amount thereof other than by the amount
of any necessary pre-payment premiums, unpaid accrued interest and other costs of
refinancing);




(vi) Indebtedness owing or issued by a Subsidiary to any other Subsidiary or to the
Borrower;




(vii) Guarantee Obligations made by a Subsidiary in respect of obligations of another
Subsidiary;




(viii) Indebtedness under the Credit Documents;




(ix) Indebtedness represented by Qualified Securities, Trust Preferred Securities or
Mandatory Convertible Securities (except to the extent such Indebtedness is included in the
calculation of Total Consolidated Debt);




(x) Indebtedness of any mutual fund Subsidiary incurred to provide short-term (i.e. not
anticipated to be outstanding for more than one year when incurred) liquidity to facilitate
redemption payments by such mutual fund Subsidiary;




(xi) Indebtedness in respect of Hedge Agreements other than Hedge Agreements entered
into for speculative purposes; and




(xii) other Indebtedness of such Subsidiaries, provided that at the time such
Indebtedness is incurred or issued, the aggregate principal amount of such Indebtedness when
added to all other Indebtedness incurred or issued pursuant to this clause (xi) and then
outstanding, does not exceed 15% of the Consolidated Net Worth of the Borrower.



SECTION 6.03. Limitation on Liens. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist (a) any Lien upon any stock or
indebtedness of any Subsidiary, whether owned on the date of this Agreement or hereafter acquired,
to secure any Debt of the Borrower or any of its Subsidiaries or any other Person (other than the
obligations hereunder) or (b) any Lien upon any other Property of the Borrower or its Subsidiaries,
whether owned or leased on the date of this Agreement, or thereafter acquired, to secure any Debt
of the Borrower or any of its Subsidiaries or any other Person (other than the obligations
hereunder), except:




(i) (x) any Lien existing on the date of this Agreement or (y) any Lien upon stock or
Indebtedness or other Property of any Person existing at the time such Person becomes a
Subsidiary or existing upon stock or Indebtedness of a Subsidiary or any other Property at
the time of acquisition of such stock or Indebtedness or other Property (provided
that such Lien was not created in connection with the acquisition of such Person or such
Property), and any extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part of any such Lien in clauses (x) or (y) above;
provided, however, that the principal amount of Debt secured by such Lien
shall not be increased, other than by the amount of any necessary pre-payment premiums,
unpaid accrued interest and other costs of refinancing; and provided, further, that
such Lien shall be limited to all or such part of the stock or Indebtedness or other
Property which secured the Lien so extended, renewed or replaced;




(ii) any Permitted Liens; and




(iii) any Lien upon any Property if the aggregate amount of all Debt then outstanding
secured by such Lien and all other Liens permitted pursuant to this clause (iii) does not
exceed 15% of the Consolidated Net Worth of the Borrower as shown on the audited
consolidated balance sheet contained in the latest annual report to stockholders of the
Borrower; provided that Debt secured by Liens permitted by clauses (i) and (ii)
shall not be included in the amount of such secured Debt.



SECTION 6.04. Limitation on Changes in Fiscal Periods. The Borrower shall not permit
its fiscal year to end on a day other than December 31 or change its method of determining fiscal
quarters.



SECTION 6.05. Limitation on Lines of Business. The Borrower shall not engage to any
extent that is material for the Borrower and its Subsidiaries, taken as a whole, in any business,
either directly or through any Subsidiary, other than a Principal Business.



ARTICLE VII




Events of Default




If any of the following events (“Events of Default”) shall occur (except, in the case

of each of paragraphs (f) through (k) of this Article VII, that an Event of Default shall not be

deemed to have occurred unless such event continues unremedied for a period of 30 days after the

Borrower shall have received written notice of such event from the Administrative Agent):





(a) The Borrower shall fail to pay any principal of any Loan made to the Borrower or LC
Disbursement owing by the Borrower when due in accordance with the terms hereof; or the
Borrower shall fail to pay any interest on any Loan made to the Borrower or LC Disbursement
owing to the Borrower, or any other amount payable by the Borrower hereunder or under any
other Credit Document, within three Business Days after any such interest or other amount
becomes due in accordance with the terms hereof; or




(b) The Borrower shall default in the observance or performance of any agreement
contained in Section 5.07(a) or Article VI; or




(c) (i) The Borrower or any of the Borrower’s Material Insurance Subsidiaries shall
voluntarily commence any case, proceeding or other action (A) under any Debtor Relief Law,
(B) seeking appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or the Borrower or any of
the Borrower’s Material Insurance Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the Borrower or any of
the Borrower’s Material Insurance Subsidiaries any case, proceeding or other action under
any Debtor Relief Law that (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a
period of 60 days; or (iii) the Borrower or any of the Borrower’s Material Insurance
Subsidiaries shall take any corporate action to authorize or effect any of the acts set
forth in clause (i), or (ii), above; or (iv) the Borrower or any of the Borrower’s
Material Insurance Subsidiaries shall generally not, or shall be unable to, or shall admit
in writing its inability to, pay its debts as they become due; or




(d) A Change of Control; or




(e) A Fundamental Change; or




(f) Any representation or warranty made or deemed made by the Borrower herein or in any
other Credit Document or that is contained in any certificate, document or financial or
other statement furnished by it at any time under or in connection with this Agreement or
any such other Credit Document shall prove to have been inaccurate in any material respect
on or as of the date made or deemed made or furnished; or




(g) The Borrower shall default in the observance or performance of any other agreement,
covenant, term or condition contained in this Agreement or any other Credit Document (not
specified in clause (a), (b) or (f) of this Article VII); or




(h) The Borrower or any of its Subsidiaries shall (i) default in making any payment of
any principal of any Indebtedness (including, without limitation, any Guarantee Obligation,
but excluding the Loans and LC Disbursements) on the scheduled or original due date with
respect thereto (after giving effect to any applicable grace periods); or (ii) default in
making any payment of any interest on any such Indebtedness beyond the period of grace, if
any, provided in the instrument or agreement under which such Indebtedness was created; or
(iii) default in the observance or performance of any other agreement or condition relating
to any such Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, the effect of which default is to cause, or to permit the holder or
beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or
beneficiary) to cause, with the giving of notice if required, such Indebtedness to become
due prior to its stated maturity or to become subject to a mandatory offer to purchase by
the obligor thereunder as a result of the occurrence of such default thereunder or (in the
case of any such Indebtedness constituting a Guarantee Obligation) to become payable;
provided, that a default described in clause (i), (ii) or (iii) of this paragraph
(h) shall not at any time constitute an Event of Default unless, at such time, one or more
defaults of the type described in clauses (i), (ii) and (iii) of this paragraph (h) shall
have occurred and be continuing with respect to Indebtedness the outstanding principal
amount of which exceeds in the aggregate $50,000,000; or




(i) (i) Any Person shall engage in any “prohibited transaction” (as defined in
Section 406 of ERISA or within the meaning of Section 4975 of the Code) involving any Plan,
(ii) any failure to make a minimum required contribution under Section 430 of the Code with
respect to a Single Employer Plan or any Lien in favor of the PBGC or a Plan shall arise on
the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
occur with respect to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee is, in the
reasonable opinion of the Majority Lenders, likely to result in the termination of such Plan
for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
purposes of Title IV of ERISA or, (v) the Borrower or any Commonly Controlled Entity shall,
or in the reasonable opinion of the Majority Lenders is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
Plan and in each case in clauses (i) through (v) above, such event or condition, together
with all other such events or conditions for which liability to the Borrower is reasonably
expected to occur, if any, could, in the reasonable judgment of the Majority Lenders,
reasonably be expected to have a Material Adverse Effect; or




(j) One or more judgments or decrees shall be entered against the Borrower or any of
its Subsidiaries involving for the Borrower and its Subsidiaries taken as a whole a
liability (to the extent not paid or fully covered by insurance above applicable deductions)
of $50,000,000 or more, and all such judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within 45 days from the entry thereof; or




(k) Any License of any Insurance Subsidiary (i) shall be revoked by the Governmental
Authority which issued such License, or any action (administrative or judicial) to revoke
such License shall have been commenced against such Insurance Subsidiary and shall not have
been dismissed within thirty days after the commencement thereof, (ii) shall be suspended by
such Governmental Authority for a period in excess of thirty days or (iii) shall not be
reissued or renewed by such Governmental Authority upon the expiration thereof following
application for such reissuance or renewal of such Insurance Subsidiary, which, in the case
of each of clauses (i), (ii) and (iii) above, could reasonably be expected to have a
Material Adverse Effect;



then, and in every such event (other than an event with respect to the Borrower described in
sub-clause (i), (ii) or (iii) of clause (c) 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 the Borrower, take either or both of the following actions, at the same or
different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall become due and payable immediately, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with
respect to the Borrower described in sub-clause (i), (ii) or (iii) of clause (c) of this Article,
the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.



ARTICLE VIII




The Administrative Agent




Each of the Lenders and the Issuing Bank 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 Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto.



The bank 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 bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.



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 as
directed by the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02), 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 Borrower or any of its 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 such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section
9.02) 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 the 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.



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
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 the
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



The 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.



Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Borrower, 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 may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent
which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon
the acceptance of its appointment as 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 Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After the Administrative Agent’s resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while it was acting as Administrative
Agent.



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.



No Lender identified in this Agreement as a “Documentation Agent” or a “Syndication Agent”
shall have any right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such. Without limiting the foregoing, none of such
Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender
hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the
Agent in the preceding paragraph.



ARTICLE IX




Miscellaneous




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




(i) if to the Borrower, to it at Symetra Financial Corporation, 777 108th Avenue NE,
Suite 1200, Bellevue, Washington 98004, Attention of John E. Galaviz (Email:
john.galaviz@symetra.com), with a copy to Symetra Financial Corporation, 777 108th Avenue
NE, Suite 1200, Bellevue, Washington 98004, Attention of Julie M. Bodmer (Email:
julie.bodmer@symetra.com);




(ii) if to the Administrative Agent, to it at JPMorgan Chase Bank, National
Association, Loan and Agency Services Group, 10 S. Dearborn, 7th Floor, Chicago,
Illinois 60603, Attention of Darren Cunningham (Email: darren.cunningham@jpmchase.com), with
a copy to JPMorgan Chase Bank, N.A., 10 S. Dearborn, 9th Floor, Suite IL1-0364,
Chicago, Illinois 60603, Attention of Thomas A. Kiepura (Email:
thomas.a.kiepura@jpmorgan.com);




(iii) if to JPMorgan, in its capacity as Issuing Bank, to it at JPMorgan Chase Bank,
N.A., Loan and Agency Services Group, 10 S. Dearborn, 7th Floor, Chicago,
Illinois 60603, Attention of Darren Cunningham (Email: darren.cunningham@jpmchase.com);




(iv) if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., Loan and Agency
Services Group, 10 S. Dearborn, 7th Floor, Chicago, Illinois 60603, Attention of
Darren Cunningham (Email: darren.cunningham@jpmchase.com); and




(v) if to any other Lender, to it at its address (or email number) set forth in its
Administrative Questionnaire.



(b) Notices and other communications to the Lenders and Issuing Bank hereunder may be
delivered or furnished by electronic communications (including email and Internet and intranet
websites) pursuant to procedures approved by the Administrative Agent (or Issuing Bank, in the case
of notices to it); provided that the foregoing shall not apply to notices to Lenders
pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable
Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular
notices or communications.



(c) Any party hereto may change its address for notices and other communications hereunder by
notice to the other parties hereto. Notices sent by hand or overnight courier service, or mailed
by certified or registered mail, shall be deemed to have been given when received and notices
delivered through electronic communications to the extent provided in paragraph (b) of this Section
shall be effective as provided in such paragraph.



SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent, the Issuing Bank 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 Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.



(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower and the Required
Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or
reduce the rate of interest thereon (other than a waiver of the default rate of interest imposed
pursuant to Section 2.12(c)), or reduce any fees payable hereunder, without the written consent of
each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount
of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of
any Commitment, without the written consent of each Lender affected thereby, (iv) change Section
2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, or (v) change any of the provisions of this Section or
the definition of “Required Lenders” or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of each Lender;
provided further that no such agreement shall (i) amend, modify or waive Section
2.19 without the prior written consent of the Administrative Agent, the Issuing Bank and the
Swingline Lender or (ii) amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written
consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be.



SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the Administrative Agent,
in connection with the syndication of the credit facilities provided for herein, the preparation
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), (ii)
all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any
Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent,
the Issuing Bank 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 or Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.



(b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, 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 Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on
or from any property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory 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 are determined by a court of competent jurisdiction by final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related
Party of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than
any Taxes that represent losses, claims or damages arising from any non-Tax claim.



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



(d) To the extent permitted by applicable Law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.



(e) All amounts due under this Section shall be payable promptly after written demand
therefor.



SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the 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 (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.



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




(A) the Borrower, provided that no consent of the Borrower shall be required
for an assignment to (1) a Lender or an Affiliate of a Lender, (2) if an Event of Default
has occurred and is continuing, an Approved Fund or (3) if a Specified Event of Default has
occurred and is continuing, any other assignee; provided that the Borrower shall be
deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent within 5 Business Days after having received notice
thereof; provided, that if the consent of the Borrower shall not be required for an
assignment for any reason the applicable Lender shall provide written notice of such
assignment to the Borrower promptly following such assignment;




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




(C) the Issuing Bank.




(ii) 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, the
amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, provided that no such
consent of the Borrower shall be required if a Specified Event of Default has occurred and
is continuing;




(B) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement;




(C) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500; provided, that the Administrative Agent may elect to waive such processing and
recordation fee in the case of any assignment;




(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire in which the assignee designates one or more “Credit
Contacts” to whom all syndicate-level information (which may contain material non-public
information about the Borrower and its affiliates and their related parties or their
respective securities) will be made available and who may receive such information in
accordance with the assignee’s compliance procedures and applicable Laws, including Federal
and state securities Laws;




(E) no assignment shall be made to the Borrower or any Affiliates or Subsidiaries of
the Borrower;




(F) no assignment shall be made to a natural person; and




(G) notwithstanding the foregoing, no assignment shall be made to an Affiliate of a
Lender or to an Approved Fund having a senior unsecured debt rating of less than “A-”, or
its equivalent, by S&P unless (x) an Event of Default has occurred and is continuing or (y)
the Administrative Agent and the Borrower have provided their prior written consent.



For the purposes of this Section 9.04(b), the term “Approved Fund” has the following
meaning:



“Approved Fund” means any Person (other than a natural person) that is engaged in
making, purchasing, holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.




(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Assumption the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.14, 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 (c) of this Section.




(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements
owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive absent manifest error,
and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.




(v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire
(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 Assumption and record the information contained therein in the Register;
provided that, in the case of any assignment other than an assignment made as a
result of the Borrower’s exercise of its rights pursuant to Section 2.18, if either the
assigning Lender or the assignee shall have failed to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.17(d) or 9.03(c), the
Administrative Agent shall have no obligation to accept such Assignment and Assumption and
record the information therein in the Register unless and until such payment shall have been
made in full, together with all accrued interest thereon. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as provided in
this paragraph.



(c) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing
Bank or the Swingline Lender, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to it);
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 Borrower, the Administrative Agent, the Issuing Bank 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. For the avoidance of doubt, each Lender
shall be responsible for the indemnity under Section 2.16(e) with respect to any payments made by
such Lender to its Participant(s). 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. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the
requirements and limitations therein, including the requirements under Section 2.16(f) (it being
understood that the documentation required under Section 2.16(f) shall be delivered to the
participating Lender)) to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section; provided that such Participant (i)
agrees to be subject to the provisions of 2.18 as if it were an assignee under paragraph (b) of
this Section; and (ii) shall not be entitled to receive any greater payment under Sections 2.14 or
2.16, with respect to any participation, than its participating Lender would have been entitled to
receive. A Participant shall not be entitled to the benefits of Section 2.16 unless the Borrower
is notified of the participation sold to such Participant. Each Lender that sells a participation
agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the
Borrower to effectuate the provisions of Section 2.18(b) with respect to any Participant. 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 that such Participant agrees to be subject to
Section 2.17(c) as though it were a Lender. Each Lender that sells a participation shall, acting
solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it
enters the name and address of each Participant and the principal amounts (and stated interest) of
each Participant’s interest in the Loans or other obligations under the Credit Documents (the
“Participant Register”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any Commitments, Loans or Letters of
Credit or its other obligations under any Credit Document) to any Person except to the extent that
such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the
owner of such participation for all purposes of this Agreement notwithstanding any notice to the
contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register.



(d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



SECTION 9.05. Survival. All covenants, agreements, representations and warranties
made by the Borrower herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated. Notwithstanding the foregoing or anything else to the
contrary set forth in this Agreement, in the event that, in connection with the refinancing or
repayment in full of the credit facilities provided for herein, an Issuing Bank shall have provided
to the Administrative Agent a written consent to the release of the Lenders from their obligations
hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether as a result of
the obligations of the Borrower (and any other account party) in respect of such Letter of Credit
having been collateralized at 105% of the face amount thereof by a deposit of cash with such
Issuing Bank, or being supported in such amount by a letter of credit that names such Issuing Bank
as the beneficiary thereunder, or otherwise to the satisfaction of such Issuing Bank), then from
and after such time such Letter of Credit shall cease to be a “Letter of Credit” outstanding
hereunder for all purposes of this Agreement, and the Lenders shall be deemed to have no
participations in such Letter of Credit, and no obligations with respect thereto, under Section
2.05(d) or 2.05(e). 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 Letters of
Credit and 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 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 of this Agreement by electronic mail 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 and each of its Affiliates 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 obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the 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.



SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a)This
Agreement shall be construed in accordance with and governed by the Law of the State of New York.



(b) The 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, the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in the courts of any
jurisdiction.



(c) The 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) 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. Confidentiality. Each of the Administrative Agent, the Issuing Bank and
the Lenders agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its Related Parties, 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), (b) to the extent required or requested by any regulatory authority purporting to
have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent required by
applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower or any Subsidiary and its
obligations, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source
other than the Borrower, (i) to any rating agency when required by it in connection with rating the
Borrower or the credit facility provided for herein, provided that prior to any disclosure, such
rating agency shall undertake in writing to preserve the confidentiality of any confidential
information relating to the Borrower received by it from the Administrative Agent or any Lender or
(j) disclosure on a confidential basis to the CUSIP Service Bureau or any similar agency in
connection with the issuance and monitoring of CUSIP numbers with respect to the Loans. For the
purposes of this Section, “Information” means all information received from the Borrower
relating to the Borrower or any Subsidiary or their businesses, other than any such information
that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential
basis prior to disclosure by the Borrower; provided that, in the case of information
received from the Borrower after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.



SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable Law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable Law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.



SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the
Patriot Act hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it
is required to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information that will allow
such Lender to identify the Borrower in accordance with the Patriot Act.



SECTION 9.15. No Fiduciary Duty. The Administrative Agent, each Lender and their
Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have
economic interests that conflict with those of the Borrower, its stockholders and/or its
Affiliates. The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to
create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any
Lender, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other.  The
Borrower acknowledges and agrees that (i) the transactions contemplated by the Credit Documents
(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length
commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, and
(ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an
advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates
with respect to the transactions contemplated hereby (or the exercise of rights or remedies with
respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is
currently advising or will advise the Borrower, its stockholders or its Affiliates on other
matters) or any other obligation to the Borrower except the obligations expressly set forth in the
Credit Documents and (y) each Lender is acting solely as principal and not as the agent or
fiduciary of the Borrower, its management, stockholders, creditors or any other Person.  The
Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the
extent it deemed appropriate and that it is responsible for making its own independent judgment
with respect to such transactions and the process leading thereto.  The Borrower agrees that it
will not claim that any Lender has rendered advisory services of any nature or respect, or owes a
fiduciary or similar duty, to the Borrower in connection with such transactions or the process
leading thereto.



[signature pages follow]




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.




SYMETRA FINANCIAL CORPORATION




By


Name:


Title:




JPMORGAN CHASE BANK, N.A., individually and as
an Issuing Bank, Swingline Lender and Administrative
Agent




By


Name:


Title:




WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Syndication Agent




By


Name:


Title:




U.S. BANK, NATIONAL ASSOCIATION, individually
and as Documentation Agent




By


Name:


Title:


BARCLAYS BANK PLC, as a Lender




By


Name:


Title:


GOLDMAN SACHS BANK USA, as a Lender




By


Name:


Title:


ASSOCIATED BANK, N.A., as a Lender




By


Name:


Title:


THE NORTHERN TRUST COMPANY, as a Lender




By


Name:


Title:


STATE STREET BANK AND TRUST COMPANY, as a
Lender




By


Name:


Title:



Schedule 1.01




PRICING SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Rate	 	Level I 	 	Level II	 	Level III	 	Level IV	 	Level V
	 	 	Status	 	Status	 	Status	 	Status	 	Status
	Eurodollar Spread

	 	 	1.025	%	 	 	1.10	%	 	 	1.175	%	 	 	1.25	%	 	 	1.325	%
	ABR Spread

	 	 	0.025	%	 	 	0.10	%	 	 	0.175	%	 	 	0.25	%	 	 	0.325	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility Fee Rate

	 	 	0.10	%	 	 	0.15	%	 	 	0.20	%	 	 	0.25	%	 	 	0.30	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






For the purposes of this Schedule, the following terms have the following meanings, subject to
the final paragraph of this Schedule:



“Level I Status” exists at any date if, on such date, the Borrower’s Moody’s Rating is A3 or
better or the Borrower’s S&P Rating is A- or better.



“Level II Status” exists at any date if, on such date, (i) the Borrower has not qualified for
Level I Status and (ii) the Borrower’s Moody’s Rating is Baa1 or better or the Borrower’s S&P
Rating is BBB+ or better.



“Level III Status” exists at any date if, on such date, (i) the Borrower has not qualified for
Level I Status or Level II Status and (ii) the Borrower’s Moody’s Rating is Baa2 or better or the
Borrower’s S&P Rating is BBB or better.



“Level IV Status” exists at any date if, on such date, (i) the Borrower has not qualified for
Level I Status, Level II Status or Level III Status and (ii) the Borrower’s Moody’s Rating is Baa3
or better or the Borrower’s S&P Rating is BBB- or better.



“Level V Status” exists at any date if, on such date, the Borrower has not qualified for Level
I Status, Level II Status, Level III Status, or Level IV Status.



“Moody’s Rating” means, at any time, the rating issued by Moody’s and then in effect with
respect to the Borrower’s senior unsecured long-term debt securities without third-party credit
enhancement.



“Rating” means a Moody’s Rating or S&P Rating.



“S&P Rating” means, at any time, the rating issued by S&P and then in effect with respect to
the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.



“Status” means Level I Status, Level II Status, Level III Status, Level IV Status, or Level V
Status.



The Applicable Rate shall be determined in accordance with the foregoing table based on the
Borrower’s Status as determined from its then-current Moody’s Ratings and S&P Ratings; provided
that if at any time there is a split in the Ratings issued by Moody’s and S&P, then the higher of
such Ratings shall apply (with the Rating for Level I Status being the highest and the Rating for
Level V Status being the lowest), unless there is a split in Ratings of more than one Status, in
which case the Status that is one Status lower than the Status of the higher Rating shall apply.
The Rating in effect on any date for the purposes of this Schedule is that in effect at the close
of business on such date. If at any time the Borrower has no Moody’s Rating or no S&P Rating,
Level V Status shall exist.



2



Schedule 2.01




Commitments




	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	67,500,000.00	 
	 
	 	 	 	 
	Wells Fargo Bank, N.A.
	 	$	67,500,000.00	 
	 
	 	 	 	 
	U.S. Bank, National Association
	 	$	50,000,000.00	 
	 
	 	 	 	 
	Barclays Bank PLC
	 	$	30,000,000.00	 
	 
	 	 	 	 
	Goldman Sachs Bank USA
	 	$	20,000,000.00	 
	 
	 	 	 	 
	Associated Bank, N.A.
	 	$	20,000,000.00	 
	 
	 	 	 	 
	The Northern Trust Company
	 	$	25,000,000.00	 
	 
	 	 	 	 
	State Street Bank and Trust Company
	 	$	20,000,000.00	 
	 
	 	 	 	 
	TOTAL
	 	$	300,000,000.00	 
	 
	 	 	 	 






Schedule 3.03




Consents, Authorizations, Filings and Notices 




None



Schedule 3.16




Tax Payer Identification Number 




20-0978027




3