9.4 Reliance by Administrative Agent 64
9.5 Delegation of
Duties 64
9.6 Resignation of Administrative Agent 65
9.7 Non-Reliance on
Administrative Agent and Other Lenders 66
v
9.8 No Other Duties, etc. 66
9.9 Administrative Agent's Fee 66
9.10 No
Reliance on Administrative Agent's Customer Identification Program 66 10.
MISCELLANEOUS 66
10.1 Modifications, Amendments or Waivers 66
10.1.1
Increase of Commitment 67
10.1.2 Extension of Payment; Reduction of
Principal Interest or Fees; Modification of Terms of Payment 67
10.1.3
Miscellaneous 67
10.2 No Implied Waivers; Cumulative Remedies 67
10.3
Expenses; Indemnity; Damage Waiver 67
10.3.1 Costs and Expenses 67
10.3.2 Indemnification by the Borrowers 68
10.3.3 Reimbursement by Lenders
68
10.3.4 Waiver of Consequential Damages, Etc. 69
10.3.5 Payments 69
10.4 Holidays 69
10.5 Notices; Effectiveness; Electronic Communication 69
10.5.1 Notices Generally 69
10.5.2 Electronic Communications 69
10.5.3
Change of Address, Etc. 70
10.6 Severability 70
10.7 Duration; Survival 70
10.8 Successors and Assigns 70
10.8.1 Successors and Assigns Generally 70
10.8.2 Assignments by Lenders 70
10.8.3 Register 72
10.8.4
Participations 72
10.8.5 Limitations upon Participant Rights Successors and
Assigns Generally 73
10.8.6 Certain Pledges; Successors and Assigns
Generally 73
10.9 Confidentiality 74
10.9.1 General 74
10.9.2 Sharing
Information With Affiliates of the Lenders 74
10.10 Counterparts; Integration;
Effectiveness 74
vi
10.10.1 Counterparts; Integration; Effectiveness 74
10.11 CHOICE OF LAW;
SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY
TRIAL 74
10.11.1 Governing Law 74
10.11.2 SUBMISSION TO JURISDICTION 75
10.11.3 WAIVER OF VENUE 75
10.11.4 SERVICE OF PROCESS 75
10.11.5
WAIVER OF JURY TRIAL 76
10.12 USA Patriot Act Notice 76
vii
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
viii
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the
"Agreement") is dated as of May 13, 2014 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").
WHEREAS, the Company, the Borrowers, the Lenders and the Administrative Agent
have entered into that certain Credit Agreement, dated as of May 31, 2012 (the
"Existing Credit Agreement");
WHEREAS, the parties hereto have agreed to amend and restate the Existing Credit
Agreement pursuant to this Agreement; and
WHEREAS, the parties