57
10.3.4 Waiver of Consequential Damages, Etc. 57
10.3.5 Payments 57
10.4
Holidays 57
10.5
Notices; Effectiveness; Electronic Communication 57
v
10.5.1 Notices Generally 57
10.5.2 Electronic Communications
58
10.5.3 Change of Address, Etc. 58
10.6 Severability
58
10.7 Duration; Survival 58
10.8 Successors and Assigns
59
10.8.1 Successors and Assigns Generally 59
10.8.2
Assignments by Lenders 59
10.8.3 Register 60
10.8.4
Participations 60
10.8.5 Limitations upon Participant Rights
Successors and Assigns Generally 61
10.8.6 Certain Pledges;
Successors and Assigns Generally 61
10.9 Confidentiality 62
10.9.1 General 62
10.9.2 Sharing Information With Affiliates
of the Lenders 62
10.10 Counterparts; Integration; Effectiveness 62
10.10.1 Counterparts; Integration; Effectiveness 62
10.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
PROCESS; WAIVER OF JURY TRIAL 63
10.11.1 Governing Law 63
10.11.2 SUBMISSION TO JURISDICTION 63
10.11.3 WAIVER OF
VENUE 63
10.11.4 SERVICE OF PROCESS 63
10.11.5
WAIVER OF JURY TRIAL 64
10.12 USA Patriot Act Notice 64
vi
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS
OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE
5.1.2 - SUBSIDIARIES SCHEDULE 5.1.10 - INTELLECTUAL PROPERTY SCHEDULE 7.2.1 -
PERMITTED INDEBTEDNESS
EXHIBITS
EXHIBIT 1.1(A) -
ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY
SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT
1.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.10 - JOINDER AGREEMENT EXHIBIT 2.4.1 -
LOAN REQUEST EXHIBIT 2.4.2 - SWING LOAN REQUEST EXHIBIT 4.8 - U.S. TAX
COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE
vii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of May
31, 2012 and is made by and among Cincinnati Financial Corporation, an Ohio
corporation (the "Company"), CFC Investment Company, an Ohio corporation
("CFC-I" and together with the Company, each a "Borrower" and together, the
"Borrowers"), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as administrative agent for the Lenders under this
Agreement (hereinafter referred to in such capacity as the "Administrative
Agent").
The Borrowers have requested the Lenders to provide a revolving credit facility
to the Borrowers in an aggregate principal amount not to exceed $225,000,000. In
consideration of their mutual covenants and agreements hereinafter set forth and
intending to be legally bound hereby, the parties hereto covenant and agree as
follows:
1.
CERTAIN DEFINITIONS
1.1
Certain Definitions. In addition to words and terms defined
elsewhere in this Agreement, the following words and terms shall have the
following meanings, respectively, unless the context hereof clearly requires
otherwise:
Administrative Agent shall mean PNC Bank, National Association, and its
successors and assigns.
Administrative Agent's Fee shall have the meaning specified in Section 9.9.
Administrative Agent's Letter shall have the meaning specified in Section 9.9.
Affiliate as to any Person shall mean any other Person (i) which directly or
indirectly controls, is controlled by, or is under common control with such
Person, (ii) which beneficially owns or holds 5% or more of any class of the
voting or other equity