CREDIT AGREEMENT

Schedule 1:   Pricing Schedule

Schedule 2:   Commitments

Schedule 5.10:   Financial Statements

Schedule 5.13:   Subsidiaries

Schedule 6.10:   Existing Liens

Schedule 6.15:   Existing Investments

Exhibit A:     Revolving Note

Exhibit B:     Borrowing Notice

Exhibit C:     Conversion/Continuation Notice

Exhibit D:     Compliance Certificate

Exhibit E:     Assignment and Assumption

Exhibit F:     Account Designation Letter

Exhibit G:     Swingline Note

This Credit Agreement dated as of March 29, 2007 is by and among Puget Sound Energy, Inc., a Washington corporation, the Lenders, and JPMorgan Chase Bank, N.A., a national banking association having its principal office in New York, New York, as Swingline Lender, as an LC Issuer and as Administrative Agent. The parties hereto agree as follows:

A.   The Borrower has requested that the Lenders make loans and other financial accommodations to the Borrower in the amount of up to $350,000,000 as more particularly described herein.

B.   The Lenders have agreed to make such loans and other financial accommodations to the Borrower on the terms and conditions contained herein.

1.1   Defined Terms . As used in this Agreement:

“Account Designation Letter” means the Notice of Account Designation Letter dated the Closing Date from the Borrower to the Administrative Agent in substantially the form attached hereto as Exhibit F.

“Acquisition” means any transaction, or series of related transactions, consummated on or after the date hereof by which the Borrower and/or any of its Subsidiaries directly or indirectly (i) acquires any ongoing business or all or substantially all of the assets of any Person (or a division thereof) engaged in any ongoing business, whether through a purchase of assets, a merger or otherwise, (ii) acquires control of securities of a Person engaged in an ongoing business representing more than 50% of the ordinary voting power for the election of directors or other governing position if the business affairs of such Person are managed by a board of directors or other governing body or (iii) acquires control of more than 50% of the ownership interest in any partnership, joint venture, limited liability company, business trust or other Person engaged in an ongoing business that is not managed by a board of directors or other governing body.

“ Administrative Agent ” means JPMorgan in its capacity as contractual representative of the Lenders pursuant to Article 10, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article 10.

“ Affiliate ” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“ Aggregate Commitment ” means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof.

“ Aggregate Outstanding Credit Exposure ” means, at any time, the aggregate of the Outstanding Credit Exposures of all the Lenders.

“ Agreement ” means this Credit Agreement.

“ Agreement Accounting Principles ” means generally accepted accounting principles in the United States as in effect from time to time.

“ Alternate Base Rate ” means, for any day, a rate of interest per annum equal to the higher of (i) the Reference Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 0.5% per annum .

“ Applicable Commitment Fee Rate ” means the applicable percentage rate per annum determined from time to time in accordance with the Pricing Schedule.

“ Applicable Utilization Fee Rate ” means the applicable percentage rate per annum determined from time to time in accordance with the Pricing Schedule.

“ Applicable Eurodollar Margin ” means, with respect to Eurodollar Loans, the applicable percentage rate per annum determined from time to time in accordance with the Pricing Schedule.

“ Applicable LC Fee Rate ” means, the applicable percentage rate per annum determined from time to time in accordance with the Pricing Schedule.

“ Arrangers ” means, collectively, J.P. Morgan Securities Inc. and Union Bank of California, N.A., in their capacity as Co-Lead Arrangers and Joint Book Runners.

“ Article ” means an article of this Agreement unless another document is specifically referenced.

“ Authorized Officer ” means any of the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Treasurer or any Assistant Treasurer of the Borrower, acting singly.

“Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“ Benefit Plan ” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.

“ Borrower ” means Puget Sound Energy, Inc., a Washington corporation.

“ Borrowing Date ” means a date on which a Loan is made hereunder.

“ Borrowing Notice ” is defined in Section 2.2.3.

“ Business Day ” means (i) with respect to any borrowing or payment of, or rate selection for, Eurodollar Loans, a day (other than a Saturday or Sunday) on which banks generally are open in North Carolina and New York for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in U.S. dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in North Carolina and New York for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

“ Capitalized Lease ” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“ Capitalized Lease Obligations ” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“ Change ” is defined in Section 3.2.

“ Change in Control ” means the acquisition, directly or indirectly, by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934) of 20% or more (by number of votes) of the outstanding shares of voting stock of the Borrower.

“ Closing Date ” means the date on which this Agreement becomes effective pursuant to Section 4.1.

“ Code ” means the Internal Revenue Code of 1986.

“ Commitment ” means, for each Lender, the obligation of such Lender to make Revolving Loans to, and to participate in Swingline Loans made to the Borrower and Facility LCs issued upon the application of the Borrower, in an aggregate amount not exceeding the amount set forth opposite such Lender’s name on Schedule 2 or as set forth in any Lender Assignment relating to any assignment that has become effective pursuant to Section 12.3.3, as such amount may be modified from time to time pursuant to the terms hereof.

“ Commitment Fee ” is defined in Section 2.4.1.

“ Consolidated Indebtedness ” means at any time all Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

“ Contingent Obligation ” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including any comfort letter, operating agreement, application for a Letter of Credit or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership.

“ Controlled Group ” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“ Conversion/Continuation Notice ” is defined in Section 2.2.4.

“ Credit Extension ” means the making of a Revolving Loan, Swingline Loan or the issuance of a Facility LC hereunder.

“ Credit Extension Date ” means the Borrowing Date for a Loan or the issuance date for a Facility LC.

“ Default ” means an event described in Article 7.

“ Environmental Laws ” means any and all federal, state, local and foreign laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into or onto surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

“ ERISA ” means the Employee Retirement Income Security Act of 1974 and any rule or regulation issued thereunder.

“ ERISA Affiliate ” means, with respect to any Person, any other Person, including a Subsidiary or other Affiliate of such first Person, that is a member of any group of organizations within the meaning of Section 414(b), (c), (m) or (o) of the Code of which such first Person is a member.

“ Eurodollar Base Rate ” means, with respect to a Eurodollar Loan for the relevant Interest Period, the applicable British Bankers Association Libor Rate for deposits in U.S. dollars appearing on page 3750 of the Moneyline Telerate screen as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period ; provided that (i) if page 3750 of the Moneyline Telerate screen is not available to the Administrative Agent for any reason, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the applicable British Bankers Association Libor Rate for deposits in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, and (ii) if no such British Bankers Association Libor Rate is available to the Administrative Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Administrative Agent to be the rate at which JPMorgan or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of JPMorgan’s relevant Eurodollar Loan and having a maturity equal to such Interest Period.

“ Eurodollar Loan ” means a Loan which, except as otherwise provided in Section 2.8, bears interest by reference to the Eurodollar Rate.

“ Eurodollar Rate ” means, with respect to a Eurodollar Loan for the relevant Interest Period, the quotient of (i) the Eurodollar Base Rate applicable to such Interest Period, divided by (i) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period.

“ Excluded Taxes ” means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, taxes imposed on its overall pre-tax net or gross income, and franchise taxes imposed on it by (i) the jurisdiction under the laws of which such Lender or the Administrative Agent is incorporated or organized or (ii) the jurisdiction in which the Administrative Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is located ; provided that any withholding taxes imposed by the United States of America on amounts payable by the Borrower under this Agreement or any other Loan Document shall not in any case be considered “Excluded Taxes.”

“ Exhibit ” refers to an exhibit to this Agreement, unless another document is specifically referenced.

“ Extension Request ” is defined in Section 2.17.

“ Facility LC ” is defined in Section 2.16.1.

“ Facility LC Application ” is defined in Section 2.16.3.

“ Facility Termination Date ” means April 4, 2012, any later date as may be specified as the Facility Termination Date in accordance with Section 2.17 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

“ Federal Funds Effective Rate ” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (New York time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

“ Fee Letter ” means the letter agreement dated March 9, 2007 between the Borrower and the Administrative Agent concerning up-front fees payable to the Lenders.

“ Floating Rate Loan ” means a Loan which, except as otherwise provided in Section 2.8, bears interest by reference to the Alternate Base Rate.

“ FRB ” means the Board of Governors of the Federal Reserve System.

“ Governmental Approval ” means any authorization, consent, approval, license or exception of, registration or filing with, or report or notice to, any governmental unit.

“ Hybrid Securities ” means (a) the outstanding principal amount of 8.231% subordinated debentures due June 1, 2027 issued by the Borrower on June 6, 1997 and purchased with the proceeds of trust preferred securities, (b) the outstanding principal amount of other subordinated debentures issued by the Borrower and purchased with the proceeds of trust preferred securities that are similar in structure to this described in clause (a), and (c) any trust preferred securities, or deferrable interest subordinated debt with a maturity of at least 20 years at the time issued by the Borrower, or any business trusts, limited liability companies, limited partnerships (or similar entities) (i) all of the common equity, general partner or similar interests of which are owned (either directly or indirectly through one or more wholly owned Subsidiaries) at all times by the Borrower or any of its Subsidiaries, (ii) that have been formed for the purpose of issuing hybrid securities and (iii) substantially all the assets of which consist of (A) subordinated debt of the Borrower or a Subsidiary of the Borrower, as the case may be, and (B) payments made form time to time on subordinated debt.

“ Indebtedness ” of a Person means such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, bankers’ acceptances, or other instruments, (v) obligations to purchase accounts, securities or other Property arising out of or in connection with the sale of the same or substantially similar accounts, securities or Property, (vi) Capitalized Lease Obligations, (vii) other obligations for borrowed money or other financial accommodation which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person, (viii) net liabilities under interest-rate swap, exchange, cap and other such agreements, (ix) Synthetic Lease Obligations (excluding any such obligations existing on the date hereof pursuant to the Borrower’s lease of two combustion turbines for its Fredonia 3 and 4 electric generating facility), (x) obligations in connection with other transactions (excluding any lease that is treated as an operating lease under Agreement Accounting Principles) which are the functional equivalent, or take the place, of borrowing but which do not constitute a liability on the consolidated balance sheet of such Person and (xi) Contingent Obligations ; provided that, except for purposes of Section 7.5, the following shall not constitute “Indebtedness”: (a) obligations with respect to Hybrid Securities; (b) obligations arising under Qualified Receivables Transactions; (c) obligations with respect to preferred stock of the Borrower outstanding on the date hereof; and (d) obligations with respect to preferred stock of the Borrower issued after the date hereof that is Subordinated.

“ Interest Period ” means, with respect to a Eurodollar Loan, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Each Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months thereafter ; provided that, if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day ; provided, further that, if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

“ Investment ” means (i) any loan, advance (other than any commission, travel or similar advance to an officer or employee made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital; (ii) any stock, bond, mutual fund, partnership interest, note, debenture or other such interest; (iii) any deposit account or certificate of deposit; and (iv) any structured note, derivative financial instrument or other such instrument or contract.

“JPMorgan” means JPMorgan Chase Bank, N.A., a national banking association.

“ LC Fee ” is defined in Section 2.16.4.

“ LC Fronting Fee ” is defined in Section 2.16.4.

“ LC Issuer ” means either JPMorgan or another Lender selected by the Borrower to be another issuer of Facility LCs (or any Affiliate of either such Person designated thereby), in each case in its capacity as issuer of one or more Facility LCs hereunder, as selected by the Borrower in its sole discretion with respect to each Facility LC requested by the Borrower.

“ LC Obligations ” means, at any time, the sum, without duplication, of (i) the maximum aggregate undrawn amount of all Facility LCs outstanding at such time, plus (ii) the aggregate unpaid amount of all Reimbursement Obligations at such time.

“ LC Payment Date ” is defined in Section 2.16.5.

“ Lender Assignment ” is defined in Section 12.3.1.

“ Lenders ” means the lending institutions listed on the signature pages of this Agreement, including JPMorgan and any other Lender selected by the Borrower to issue Facility LCs, if any, in their capacities as LC Issuers.

“ Lending Installation ” means, with respect to a Lender, the Swingline Lender, an LC Issuer or the Administrative Agent, the office, branch or Affiliate of such Lender, Swingline Lender or LC Issuer or the Administrative Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender, Swingline Lender or LC Issuer or the Administrative Agent pursuant to Section 2.14.

“ Letter of Credit ” of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

“LIBOR Market Index Rate Loan” means a Loan which, except as otherwise provided in Section 2.8, bears interest by reference to the LIBOR Market Index Rate.

“LIBOR Market Index Rate” means, for any day, the 30-day rate of interest per annum appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by the Administrative Agent from another recognized source or interbank quotation), or another rate as agreed to by the Administrative Agent and the Borrower.

“ Lien ” means any lien (statutory or other), mortgage, security interest, pledge, hypothecation, assignment for security, deposit arrangement, encumbrance, preference, priority or other preferential arrangement of any kind or nature whatsoever (including the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title-retention agreement).

“ Loan ” means any Revolving Loan or Swingline Loan.

“ Loan Documents ” means this Agreement, each Note issued pursuant to Section 2.10, each Facility LC Application and the Fee Letter.

“ Mandatory Borrowing ” is defined in Section 2.18.2.

“ Material Adverse Effect ” means a material adverse effect on (i) the business, Property, condition (financial or otherwise), operations or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents or (iii) the validity or enforceability of any of the Loan Documents with respect to and against the Borrower.

“ Material Indebtedness ” is defined in Section 7.5.

“ Modify ” and “ Modification ” are defined in Section 2.16.1.

“ Mortgages ” means, collectively, (i) the First and Refunding Mortgage dated as of June 2, 1924 issued by the Borrower (as successor to Puget Sound Power & Light Company) in favor of U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to Old Colony Trust Company), as trustee, and (ii) the Indenture of First Mortgage dated as of April 1, 1957 issued by the Borrower (as successor to Puget Sound Power & Light Company) in favor of BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank), as trustee.

“ Multiemployer Benefit Plan ” means a Benefit Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

“ Net Worth ” means the Borrower’s consolidated shareholders’ equity.

“ Non-U.S. Lender ” is defined in Section 3.5(iv).

“Notes” means, collectively, the Revolving Notes and the Swingline Note.

“ Obligations ” means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Administrative Agent, the Swingline Lender or any LC Issuer or any indemnified party arising under the Loan Documents.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Original Agreement” is defined in Recital A.

“ Other Taxes ” is defined in Section 3.5(ii).

“ Outstanding Credit Exposure ” means, as to any Lender at any time, the sum of (i) the aggregate principal amount of its Revolving Loans outstanding at such time plus (ii) an amount equal to its Pro Rata Share of the LC Obligations and Swingline Loans at such time.

“ Participants ” is defined in Section 12.2.1.

“ Patriot Act ” is defined in Section 9.15.

“ Payment Date ” means the last day of each calendar quarter.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Permitted Acquisition ” means an Acquisition (i) that has been recommended or approved by the board of directors or other governing body of the Person that is the object of such Acquisition, (ii) that occurs when no Default or Unmatured Default exists, (iii) after giving effect to which (a) no Default or Unmatured Default will exist and (b) the Borrower will be in pro forma compliance with the financial covenant set forth in Section 6.11 (assuming that such Acquisition had occurred on the last day of the fiscal quarter most recently ended from the date that is one year prior to the date of such Acquisition), and (iv) that is of a Person in the same general line of business as the Borrower and its Subsidiaries.

“ Person ” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“ Plan ” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.

“ Pricing Schedule ” means Schedule 1.

“ Property ” of a Person means any and all property, whether real, personal, tangible, intangible or mixed, of such Person (including equity interests in other Persons), and any and all other assets owned, leased or operated by such Person, including any interest in any of the foregoing.

“ Pro Rata Share ” means, with respect to a Lender, a percentage equal to such Lender’s Commitment divided by the Aggregate Commitment.

“ Purchasers ” is defined in Section 12.3.1.

“ Qualified Receivables Transaction ” means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or any Subsidiary may sell, convey, pledge or otherwise transfer to a newly-formed Subsidiary or other special purpose entity, or any other Person, any accounts receivable (including chattel paper, instruments and general intangibles) or notes receivable and the rights and certain other property related thereto ; provided that the Receivables Transaction Attributed Indebtedness incurred in all such transactions or series of transactions does not exceed $200,000,000 at any time outstanding. For the avoidance of doubt, the transactions contemplated by the Loan and Servicing Agreement dated as of December 20, 2005 by and among PSE Funding, Inc., the Borrower, as servicer, the purchasers party thereto from time to time and JPMorgan Chase Bank, N.A., as program agent, shall constitute a “Qualified Receivables Transaction.”

“ Receivables Transaction Attributed Indebtedness ” means, with respect to any Qualified Receivables Transaction on any date of determination, the unrecovered purchase price on such date of all assets sold, conveyed, pledged or otherwise transferred by the Borrower or any Subsidiary to the third-party conduit entity or other receivables credit provider under such Qualified Receivables Transaction.

“ Reference Rate ” means the variable rate of interest per annum established by JPMorgan from time to time as its “reference rate.” Such “reference rate” is set by JPMorgan as a general reference rate of interest, taking into account such factors as JPMorgan may deem appropriate, it being understood that many of JPMorgan’s commercial or other loans are priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any customer and that JPMorgan may make various commercial or other loans at rates of interest having no relationship to such rate. For purposes of this Agreement, each change in the Reference Rate shall be effective as of the opening of business on the date announced as the effective date of any change in such “reference rate.”

“ Regulation D ” means Regulation D of the FRB as from time to time in effect and any other regulation or official interpretation of the FRB relating to reserve requirements applicable to member banks of the Federal Reserve System.

“ Regulation U ” means Regulation U of the FRB as from time to time in effect and any other regulation or official interpretation of the FRB relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“ Reimbursement Obligations ” means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.16 to reimburse the LC Issuers for amounts paid by the LC Issuers in respect of any one or more drawings under Facility LCs.

“ Reportable Event ” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan excluding such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event ; provided that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

“ Required Lenders ” means Lenders in the aggregate having more than 50% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding more than 50% of the Aggregate Outstanding Credit Exposure.

“ Reserve Requirement ” means the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the FRB to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to 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 Regulation D. The Reserve Requirement shall be adjusted automatically on and as of the effective date of any change in any such reserve percentage.

“ Response Date ” is defined in Section 2.17.

“Revolving Loan” means, with respect to a Lender, any loan made by such Lender pursuant to Section 2.2 (or in the case of a loan made pursuant to Section 2.2.4, any conversion or continuation thereof).

“ Revolving Note ” means a promissory note, substantially in the form of Exhibit A, issued at the request of a Lender pursuant to Section 2.10 to evidence its Revolving Loans.

“ Risk-Based Capital Guidelines ” is defined in Section 3.2.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time.

“Sanctioned Person” means (i) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time, or (ii) (a) an agency of the government of a Sanctioned Country, (b) an organization controlled by a Sanctioned Country, or (c) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“ Schedule ” refers to a schedule to this Agreement, unless another document is specifically referenced.

“ SEC ” means the Securities and Exchange Commission.

“ Section ” means a numbered section of this Agreement, unless another document is specifically referenced.

“ Significant Subsidiary ” means a “significant subsidiary” (as defined in Regulation S-X of the SEC) of the Borrower.

“ Subordinated ” means, with respect to any debt or equity securities or other instruments of any sort, that the principal or equivalent thereof is not required to be paid in whole or in part, and after the occurrence of any event of any type described in Section 7.6 or 7.7 cannot be paid in whole or in part, unless and until the Obligations (including the obligation to provide cash collateral pursuant to the last sentence of Section 2.16.1) have been paid in full and the Commitments have terminated.

“ Subsidiary ” of a Person means (i) any corporation more than 50% of the outstanding securities of which having ordinary voting power 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 (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests of which having ordinary voting power 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.

“ Substantial Portion ” means, with respect to a Person and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of such Person and its Subsidiaries as would be shown in the consolidated financial statements of such Person and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of such Person and its Subsidiaries as reflected in the financial statements referred to in clause (i) above.

“Swingline Committed Amount” is defined in Section 2.10.

“Swingline Lender” means JPMorgan.

“Swingline Loan” means, with respect to the Swingline Lender, any loan made by the Swingline Lender pursuant to Section 2.18.

“ Swingline Note ” means a promissory note, substantially in the form of Exhibit G, issued to the Swingline Lender pursuant to Section 2.10 to evidence its Swingline Loans.

“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (i) a so-called synthetic, off-balance-sheet or tax-retention lease or (ii) any other agreement (excluding any lease that is treated as an operating lease under Agreement Accounting Principles) for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but that, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“ Taxes ” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes.

“ Tax-Free Debt ” means Indebtedness of the Borrower to a state, territory or possession of the United States or any political subdivision thereof issued in a transaction in which such state, territory, possession or political subdivision issued obligations the interest on which is excludable from gross income pursuant to the provisions of Section 103 of the Code (or similar provisions), as in effect at the time of issuance of such obligations, and debt to a bank issuing a Letter of Credit with respect to the principal of or interest on such obligations.

“ Term Out Maturity Date ” is defined in Section 2.1.3.

“ Total Capitalization ” means, at any time, the sum of the following for the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with Agreement Accounting Principles (without duplication and excluding minority interests in Subsidiaries):

(i)   Net Worth; plus

(ii)   the aggregate obligations of the Borrower with respect to the Hybrid Securities; plus

(iii)   the aggregate obligations of the Borrower with respect to any preferred stock of the Borrower, including any preferred stock subject to mandatory redemption; plus

(iv)   the aggregate outstanding principal amount of all Consolidated Indebtedness.

“ Type ” means with respect to any Loan, its nature as a Floating Rate Loan, a Eurodollar Loan or a LIBOR Market Index Rate Loan.

“ Unmatured Default ” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“ Utilization Fee ” is defined in Section 2.4.1.

1.2   Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context requires, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) 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, restated, supplemented or otherwise modified (subject to any restriction on such amendments, restatements, supplements or modifications set forth in any Loan Document), (ii) 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 in any Loan Document), (iii) 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, (iv) any reference herein to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, restated, replaced or otherwise modified from time to time, and (v) 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.

1.3   Accounting Terms . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with Agreement Accounting Principles ; 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 Agreement Accounting Principles 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 Agreement Accounting Principles or the application thereof, then such provision shall be interpreted on the basis of Agreement Accounting Principles as in effect and applied immediately before the effective date of such change, until such notice is withdrawn or such provision is amended in accordance herewith.

2.1   Facility . From and including the Closing Date to but excluding the Facility Termination Date, (a) each Lender severally agrees, on the terms and conditions set forth in this Agreement, to (i) make Revolving Loans to the Borrower, (ii) participate in Facility LCs issued upon the request of the Borrower and (iii) participate in Swingline Loans made upon the request of the Borrower; (b) each LC Issuer severally agrees to issue Facility LCs on the terms and conditions set forth in this Agreement; and (c) the Swingline Lender agrees to make Swingline Loans to the Borrower on the terms and conditions set forth in this Agreement.

2.1.1   Amount of Facility . In no event may the Aggregate Outstanding Credit Exposure exceed the Aggregate Commitment.

2.1.2   Availability of Facility . Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow hereunder at any time prior to the Facility Termination Date. The Commitments to lend hereunder shall expire on the Facility Termination Date.

2.1.3   Repayment of Facility .

(i)   Subject to clause (ii) below, the Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date, except that the Borrower’s contingent reimbursement obligations in respect of any Facility LCs outstanding on the Facility Termination Date shall be secured in accordance with the last sentence of Section 2.16.1.

(ii)   On or before ten Business Days prior to the Facility Termination Date, the Borrower may, as long as no Default or Unmatured Default exists and is continuing, notify the Administrative Agent in writing (and the Administrative Agent shall promptly forward such notice to the Lenders) that, as of the Facility Termination Date, it is converting the outstanding Loans (including all Swingline Loans) to a term loan which shall be due and payable in full on the date one year subsequent to the Facility Termination Date (the “Term Out Maturity Date” ). It is understood and agreed that subsequent to the Facility Termination Date, (a) the Borrower may no longer request, and the Lenders, LC Issuers and Swingline Lender are no longer obligated or empowered to make or issue, new Loans or Letters of Credit, (b) any amounts repaid may not be reborrowed, (c) interest shall accrue on the outstanding Loans, at the option of the Borrower, as Floating Rate Loans or Eurodollar Loans in accordance with the terms of Sections 2.2.4, 2.7 and 2.8; provided , that during the period from the Facility Termination Date through the Term Out Maturity Date, the outstanding Loans shall bear interest at the rate otherwise applicable to such Loans plus a premium of 0.25% per annum and (d) the Borrower shall have the right to prepay all or a portion of the outstanding Loans in accordance with Section 2.6. 

2.2   Revolving Loans .

2.2.1   Revolving Loans . Each Revolving Loan borrowing hereunder shall consist of Revolving Loans made by the Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment.

2.2.2   Types of Revolving Loans . Revolving Loans may be Floating Rate Loans or Eurodollar Loans, or a combination thereof, as selected by the Borrower in accordance with Section 2.2.3.

2.2.3   Method of Selecting Types and Interest Periods for Revolving Loans . The Borrower shall select the Type of Revolving Loan and, in the case of each Eurodollar Loan, the Interest Period applicable thereto, from time to time. The Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit B (a “ Borrowing Notice ”) not later than (a) 1:30 p.m. (New York time) on the Borrowing Date of each Floating Rate Loan and (b) 2:00 p.m. (New York time) at least three Business Days before the Borrowing Date of each Eurodollar Loan. A Borrowing Notice shall specify:

(i)   the Borrowing Date, which shall be a Business Day, of such Revolving Loan;

(ii)   the aggregate amount of such Revolving Loan;

(iii)   the Type of Revolving Loan selected; and

(iv)   in the case of each Eurodollar Loan, the Interest Period applicable thereto (which may not end after the scheduled Facility Termination Date or the Term Out Maturity Date, as applicable).

2.2.4   Conversion and Continuation of Outstanding Loans . Floating Rate Loans shall continue as Floating Rate Loans unless and until such Floating Rate Loans are either converted into Eurodollar Loans or LIBOR Market Index Rate Loans in accordance with this Section 2.2.4 or are repaid in accordance with Section 2.6. Each Eurodollar Loan shall continue as a Eurodollar Loan until the end of the then applicable Interest Period therefor, at which time such Eurodollar Loan shall be automatically converted into a Floating Rate Loan unless (x) such Eurodollar Loan is or was repaid in accordance with Section 2.6 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice requesting that, at the end of such Interest Period, such Eurodollar Loan continue as a Eurodollar Loan for the same or another Interest Period. LIBOR Market Index Rate Loans shall continue as LIBOR Market Index Rate Loans until they are either converted to Floating Rate Loans in accordance with this Section 2.2.4 or are repaid in accordance with Section 2.6 or 2.18. Subject to Section 2.5, the Borrower may elect from time to time to convert (i) all or any part of a Floating Rate Loan (other than Swingline Loans) into a Eurodollar Loan, (ii) convert any Swingline Loan that is a Floating Rate Loan into a LIBOR Market Index Rate Loan or (iii) convert any LIBOR Market Index Rate Loan into a Floating Rate Loan. For the avoidance of doubt, only Swingline Loans may be comprised of LIBOR Market Index Rate Loans. The Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit C (a “ Conversion/Continuation Notice ”) with respect to each (A) conversion of a Floating Rate Loan into a Eurodollar Loan or LIBOR Market Index Rate Loan, (B) conversion of a LIBOR Market Index Rate Loan into a Floating Rate Loan or (C) continuation of a Eurodollar Loan, not later than 2:00 p.m. (New York time) at least three Business Days prior to the date of the requested conversion or continuation, specifying:

(i)   the requested date, which shall be a Business Day, of such conversion or continuation;

(ii)   the aggregate amount and Type of the Revolving Loan or Swingline Loan which is to be converted or continued and, if applicable, the Type of Loan to which such Revolving Loan or Swingline Loan is to be converted; and

(iii)   if any Loan is to be converted to a Eurodollar Loan or continued as a Eurodollar Loan, the duration of the Interest Period applicable thereto.

2.3   Method of Borrowing . Not later than (a) 2:30 p.m. (New York time) on the Borrowing Date of each Floating Rate Loan and (b) 2:00 p.m. (New York time) on the Borrowing Date of each Eurodollar Loan, each Lender shall make available its Revolving Loan or Revolving Loans in funds immediately available in Houston, Texas to the Administrative Agent at its address specified pursuant to Article 13. The Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address.

2.4   Fees; Reductions in Aggregate Commitment .

2.4.1   The Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share (a) a commitment fee at a per annum rate equal to the Applicable Commitment Fee Rate on the daily unused portion of the Aggregate Commitment (the “ Commitment Fee ”) from and including the date hereof to but excluding the Facility Termination Date, payable in arrears on each Payment Date and on the Facility Termination Date and (b) a utilization fee at a per annum rate equal to the Applicable Utilization Fee Rate on the aggregate principal amount of the outstanding Revolving Loans for each day on which the aggregate principal amount of the outstanding Revolving Loans equals or exceeds 50% of the Aggregate Commitment (the “ Utilization Fee ”) from and including the date hereof to but excluding the Facility Termination Date, payable in arrears on each Payment Date and on the Facility Termination Date. For purposes of calculating the Commitment Fee, Swingline Loans shall not be deemed a utilization of the Aggregate Commitment. For purposes of calculating the Utilization Fee, Swingline Loans shall be deemed a utilization of the Aggregate Commitment.

2.4.2   The Borrower agrees to pay to the Administrative Agent on the Closing Date, for the account of each Lender, an upfront fee as provided for in the Fee Letter.

2.4.3   The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in a minimum amount of $10,000,000 and higher integral multiples of $1,000,000, upon at least three Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction ; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued Commitment Fees and Utilization Fees shall be payable on the effective date of any termination of the Commitments in full.

2.5   Minimum Amount of Each Revolving Loan; Limitation on Eurodollar Loans . Each Revolving Loan shall at all times (including after giving effect to any prepayment, conversion or continuation of all or part of a Revolving Loan) be in the amount of $1,000,000 or a higher integral multiple of $500,000. The Borrower shall not request a Eurodollar Loan if, after giving effect to the requested Eurodollar Loan, more than ten separate Eurodollar Loans would be outstanding.

2.6   Optional Principal Payments . With respect to Revolving Loans, the Borrower may from time to time pay, without penalty or premium, all outstanding Floating Rate Loans or, in an aggregate amount of $1,000,000 or a higher integral multiple of $500,000, any portion of the outstanding Floating Rate Loans upon one Business Day’s prior notice to the Administrative Agent. With respect to Revolving Loans, the Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurodollar Loans or, in an aggregate amount of $1,000,000 or a higher integral multiple of $500,000, any portion of the outstanding Eurodollar Loans upon three Business Days’ prior notice to the Administrative Agent. The Borrower may from time to time pay, without penalty or premium, all outstanding Swingline Loans or, in an aggregate amount of $100,000 or a higher integral multiple of $100,000, any portion of the outstanding Swingline Loans upon one Business Day’s prior notice to the Administrative Agent.

2.7   Changes in Interest Rate, etc .

(i)   Each Floating Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Floating Rate Loan is made or is converted from a Eurodollar Loan pursuant to Section 2.2.4 to but excluding the date it becomes due or is converted into a Eurodollar Loan pursuant to Section 2.2.4, at the Alternate Base Rate for such day. Changes in the rate of interest applicable to each Floating Rate Loan will take effect simultaneously with each change in the Alternate Base Rate.

(ii)   Each Eurodollar Loan shall bear interest on the outstanding principal amount thereof, from and including the first day of each Interest Period applicable thereto to but excluding the last day of such Interest Period, at a rate per annum equal to the sum of the Eurodollar Rate for each day during such Interest Period plus the Applicable Eurodollar Margin.

(iii)   Each LIBOR Market Index Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the date such LIBOR Market Index Rate Loan is made or is converted from a Floating Rate Loan pursuant to Section 2.2.4 to but excluding the date it becomes due or is converted into a Floating Rate Loan pursuant to Section 2.2.4, at the LIBOR Market Index Rate for such day plus the Applicable Eurodollar Margin.

2.8   Rates Applicable After Default . Notwithstanding anything to the contrary contained in Section 2.2.3 or Section 2.2.4, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Revolving Loan may be made as, converted into or continued as a Eurodollar Loan. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each Eurodollar Loan shall bear interest for the remainder of the applicable Interest Period at the Alternate Base Rate in effect from time to time plus 2% per annum , (ii) each Floating Rate Loan shall bear interest at a rate per annum equal to the Alternate Base Rate in effect from time to time plus 2% per annum , (iii) each LIBOR Market Index Rate Loan shall bear interest at a rate per annum equal to the Alternate Base Rate in effect from time to time plus 2% per annum and (iv) the LC Fee shall be increased by 2% per annum; provided that, during the continuance of a Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i), (ii) and (iii) above and the increase in the LC Fee set forth in clause (iv) above shall be applicable to all Credit Extensions without any election or action on the part of the Administrative Agent or any Lender.

2.9   Method of Payment . All payments of the Obligations hereunder shall be made, without setoff, deduction or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article 13, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by 1:00 p.m. (New York time) on the date when due and shall (except in the case of (i) Reimbursement Obligations for which any LC Issuer has not been fully indemnified by the Lenders, or as specifically required hereunder or (ii) Swingline Loans for which the Swingline Lender has not been reimbursed as provided herein) be applied ratably by the Administrative Agent among the Lenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds as the Administrative Agent received at such Lender’s address specified pursuant to Article 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Each reference to the Administrative Agent in this Section 2.9 shall also be deemed to refer, and shall apply equally, to (a) each LC Issuer, in the case of payments required to be made by the Borrower to such LC Issuer pursuant to 2.16.6 and (b) the Swingline Lender, in the case of payments required to be made by the Borrower to the Swingline Lender pursuant to Section 2.18.

2.10   Noteless Agreement; Evidence of Indebtedness .

(i)   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 from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(ii)   The Administrative Agent shall also maintain accounts in which it will record (a) the amount of each Loan made hereunder, the Type thereof and the Interest Period, if any, with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated amount of each Facility LC and the amount of LC Obligations outstanding at any time, and (d) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(iii)   The entries made in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations recorded therein ; provided  that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with the terms hereof.

(iv)   Any Lender may request that its Revolving Loans be evidenced by a Revolving Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Revolving Note payable to the order of such Lender. Thereafter, the Revolving Loans evidenced by such Revolving Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by a Revolving Note payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such Revolving Note for cancellation and requests that such Revolving Loans once again be evidenced as described in paragraphs (i) and (ii) above.

2.11   Telephonic Notices . The Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Loans, to effect selections of Types of Loans and to transfer funds based on telephonic notices made pursuant to the terms of this Agreement by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically to the Administrative Agent. The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, if such confirmation is requested by the Administrative Agent or any Lender, signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

2.12   Interest Payment Dates; Interest and Fee Basis . Interest accrued on each Floating Rate Loan and each LIBOR Market Index Rate Loan shall be payable on each Payment Date, on any date on which such Floating Rate Loan or LIBOR Market Index Rate Loan is paid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Floating Rate Loan converted into a Eurodollar Loan or LIBOR Market Index Rate Loan on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on that portion of the outstanding principal amount of any LIBOR Market Index Rate Loan converted into a Floating Rate Loan on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each Eurodollar Loan shall be payable on the last day of its applicable Interest Period, on any date on which such Eurodollar Loan is paid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar Loan having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period. Interest, Commitment Fees, Utilization Fees, LC Fees and LC Fronting Fees shall be calculated for actual days elapsed on the basis of a 360-day year, except that interest on Floating Rate Loans accruing at a rate based on the Reference Rate shall be computed on the basis of a 365- or 366-day year, as applicable. Interest shall be payable for the day a Loan is made but not for the day of any payment on the amount paid if payment is received prior to 1:00 p.m. (New York time). If any payment of principal of or interest on a Loan or any payment of fees in connection herewith shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

2.13   Notification of Revolving Loans, Interest Rates, Prepayments and Commitment Reductions . Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice and repayment notice received by the Administrative Agent hereunder. Promptly after receipt of notice thereof from any LC Issuer, the Administrative Agent will notify each Lender of the contents of each request for issuance of a Facility LC hereunder. Promptly after receipt of notice thereof from the Swingline Lender, the Administrative Agent will notify each Lender of the contents of each request for a Mandatory Borrowing. The Administrative Agent will notify each Lender and the Borrower of the interest rate applicable to each Eurodollar Loan promptly upon determination of such interest rate and will give each Lender and the Borrower prompt notice of each change in the Alternate Base Rate.

2.14   Lending Installations . Each Lender may book its Revolving Loans and its participations in any LC Obligations and Swingline Loans, each LC Issuer may book the Facility LCs issued thereby, and the Swingline Lender may book its Swingline Loans, at any Lending Installation selected by such Lender, Swingline Lender or LC Issuer, as the case may be, and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation, and the Revolving Loans, Swingline Loans, Facility LCs, participations in LC Obligations and Swingline Loans and any Notes issued hereunder shall be deemed held by each Lender, Swingline Lender or LC Issuer, as the case may be, for the benefit of any such Lending Installation. Each Lender, Swingline Lender and LC Issuer may, by written notice to the Administrative Agent and the Borrower in accordance with Article 13, designate replacement or additional Lending Installations through which Loans will be made by it or Facility LCs will be issued by it and for whose account payments under this Agreement are to be made.

2.15   Non-Receipt of Funds by Administrative Agent . Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Revolving Loan or (ii) in the case of the Borrower, a payment of principal, Reimbursement Obligations, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment from the Administrative Agent shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available, together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of repayment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Revolving Loan or (y) in the case of repayment by the Borrower, the interest rate applicable to the relevant Revolving Loan.

2.16   Facility LCs .

2.16.1   Issuance . Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit (each, a “ Facility LC ”) and to renew, extend, increase, decrease or otherwise modify each Facility LC issued thereby (“ Modify ,” and each such action a “ Modification ”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower ; provided that, immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than one year after the Facility Termination Date. If one or more Facility LCs are outstanding on the Facility Termination Date, the Borrower shall cause to be deposited with the Administrative Agent on or before such date cash collateral in the amount equal to the maximum aggregate amount then available to be drawn under such Facility LCs (or cash equivalents of such types and in such amounts as are reasonably satisfactory to the Administrative Agent), pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, to secure the Borrower’s contingent reimbursement obligations in respect of such Facility LCs.

2.16.2   Participations . Upon the issuance or Modification by any LC Issuer of a Facility LC in accordance with this Section 2.16, such LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from such LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to such Lender’s Pro Rata Share.

2.16.3   Notice . Subject to Section 2.16.1, the Borrower shall give each LC Issuer notice prior to 2:00 p.m. (local time of such LC Issuer) at least three Business Days prior to the proposed date of issuance or Modification of each Facility LC by such LC Issuer, specifying the beneficiary, the proposed date of issuance or Modification and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the applicable LC Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender, of the contents thereof and of the amount of such Lender’s participation in such proposed Facility LC. The issuance or Modification by an LC Issuer of any Facility LC shall, in addition to the conditions precedent set forth in Article 4 (the satisfaction of which such LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that such Facility LC shall be satisfactory to such LC Issuer and that the Borrower shall have executed and delivered such application agreement and/or other instruments and agreements relating to such Facility LC as such LC Issuer shall have reasonably requested (each, a “ Facility LC Application ”). In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control.

2.16.4   LC Fees and LC Fronting Fees . The Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, with respect to each Facility LC, a letter of credit fee at a per annum rate equal to the Applicable LC Fee Rate in effect from time to time on the maximum undrawn amount available under such Facility LC from time to time, such fee to be payable in arrears on each Payment Date (each such fee, an “ LC Fee ”). In addition to the LC Fee, with respect to each Facility LC issued by a particular LC Issuer, the Borrower shall pay to such LC Issuer for its own account (x) a fronting fee at the rate of 0.125% per annum on the maximum undrawn amount available under each such Facility LC from time to time, such fee to be payable in arrears on each Payment Date (each such fee, an “ LC Fronting Fee ”), and (y) documentary and processing charges in connection with the issuance or Modification of, and draws under, each such Facility LC in accordance with such LC Issuer’s standard schedule for such charges as in effect from time to time.

2.16.5   Administration; Reimbursement by Lenders . Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the LC Issuer of such Facility LC shall notify the Administrative Agent, and the Administrative Agent shall promptly notify the Borrower and each Lender, as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “ LC Payment Date ”). The responsibility of each LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with each presentment thereunder shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of Facility LCs thereby as it does with respect to letters of credit in which no participations are granted, it being understood that, in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable, without regard to the occurrence of any Default or Unmatured Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued thereby to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.16.6, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer’s demand for such reimbursement (or, if such demand is made after 12:00 noon (local time of such LC Issuer) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three days and, thereafter, to the rate applicable to Floating Rate Loans.

2.16.6   Reimbursement by Borrower . The Borrower shall be irrevocably and unconditionally obligated to reimburse each LC Issuer on or before the applicable LC Payment Date for any amounts paid or to be paid by such LC Issuer upon any drawing under any Facility LC issued thereby, without presentment, demand, protest or other formalities of any kind ; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) such LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request for payment strictly complying with the terms and conditions of such Facility LC. All such amounts paid by any LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Floating Rate Loans for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to Floating Rate Loans for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer from the Borrower for application in payment, in whole or in part, of any Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer, but only to the extent such Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.16.5.

2.16.7   Obligations Absolute . The Borrower’s obligations under this Section 2.16 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrower further agrees with the LC Issuers and the Lenders that none of the LC Issuers or Lenders shall be responsible for, and no Reimbursement Obligation in respect of any Facility LC shall be affected by, among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, (ii) any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Facility LC or any financing institution or other party to which any Facility LC may be transferred or (iii) any claims or defenses whatsoever of the Borrower or any of its Affiliates against the beneficiary of any Facility LC or any such transferee. No LC Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC. The Borrower agrees that any action taken or omitted by any LC Issuer or Lender under or in connection with any Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put any LC Issuer or Lender under any liability to the Borrower. Nothing in this Section 2.16.7 is intended to limit the right of the Borrower to make a claim against any LC Issuer for damages as contemplated by the proviso to the first sentence of Section 2.16.6.

2.16.8   Actions of LC Issuer . Each LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or electronic message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such LC Issuer. Each LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.16, each LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC.

2.16.9   Indemnification . The Borrower hereby agrees to indemnify and hold harmless each Lender, each LC Issuer and the Administrative Agent, and their respective directors, officers, agents and employees from and against any and all claims, damages, losses, liabilities, costs and expenses which such Lender or LC Issuer or the Administrative Agent may incur (or which may be claimed against such Lender or LC Issuer or the Administrative Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of, or payment or failure to pay under, any Facility LC or any actual or proposed use of any Facility LC, including any claims, damages, losses, liabilities, costs and expenses which any LC Issuer may incur by reason of or in connection with the failure of any other Lender to fulfill or comply with its obligations to such LC Issuer hereunder (but nothing herein contained shall affect any rights the Borrower may have against any defaulting Lender) ; provided that the Borrower shall not be required to indemnify any Lender or LC Issuer or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of such LC Issuer in determining whether a request for payment presented under any Facility LC issued thereby complied with the terms of such Facility LC, (y) such LC Issuer’s failure to pay under any such Facility LC after the presentation to it of such a request strictly complying with the terms and conditions of such Facility LC or (z) disputes, not involving the Borrower or any beneficiary of any Facility LC, solely among the Lenders, any LC Issuer and/or the Administrative Agent relating to a Facility LC. Nothing in this Section 2.16.9 is intended to limit the obligations of the Borrower under any other provision of this Agreement.

2.16.10 Lenders’ Indemnification . Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any costs, expenses (including reasonable counsel fees and disbursements), claims, demands, actions, losses and liabilities (except such as result from such indemnitees’ gross negligence or willful misconduct or such LC Issuer’s failure to pay under any Facility LC issued thereby after the presentation to it of a request for payment strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.16 or any action taken or omitted by such indemnitees hereunder.

2.16.11 Rights as Lender . In its capacity as a Lender, each LC Issuer shall have the same rights and obligations as any other Lender.

2.17   Extension of Facility Termination Date . The Borrower may request an extension of the Facility Termination Date by submitting a request for an extension to the Administrative Agent (an “ Extension Request ”) at least 30 days but no more than 60 days prior to each anniversary of the date of this Agreement. The Extension Request must specify the new Facility Termination Date requested by the Borrower and the date (which must be at least 10  days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the “ Response Date ”). Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to respond to the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date. The response by each Lender to the Extension Request shall be in such Lender’s sole and absolute discretion. The failure of any Lender to respond to an Extension Request on or before the Response Date shall be deemed to be a refusal by such Lender to consent to the Extension Request. If the consent of each of the Lenders is received by the Administrative Agent (or, in the case of a non-consenting Lender or Lenders, such Lender or Lenders are replaced by the Borrower pursuant to Section 3.7 not later than five days prior to the existing Facility Termination Date and, at the time of such replacement, each replacement Lender consents to the Extension Request), the Facility Termination Date specified in the Extension Request shall become effective on the existing Facility Termination Date, and the Administrative Agent shall promptly notify the Borrower and each Lender of the new Facility Termination Date.

2.18   Swingline Loan Subfacility .

2.18.1   Swingline Loans . From and including the Closing Date to but excluding the Facility Termination Date, the Swingline Lender, in its individual capacity, agrees to make loans to the Borrower (each a “Swingline Loan” and, collectively, the “Swingline Loans” ) for the purposes hereinafter set forth; provided ,   however , (i) the aggregate amount of Swingline Loans outstanding at any time shall not exceed THIRTY-FIVE MILLION DOLLARS ($35,000,000) (the “Swingline Committed Amount” ), and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof.

2.18.2   Swingline Loan Borrowing .

(i)   Notice of Borrowing and Disbursement . Upon receiving a Borrowing Notice not later than 2:00 p.m. (New York time) on any Business Day requesting that a Swingline Loan be made, the Swingline Lender will make Swingline Loans available to the Borrower on the same Business Day such request is received by the Administrative Agent. The Borrower shall specify in the applicable Borrowing Notice with respect to such Swingline Loan (a) the amount of the requested Swingline Loan and (b) whether such Swingline Loan shall be a Floating Rate Loan or a LIBOR Market Index Rate Loan. Swingline Loan borrowings hereunder shall be made in minimum amounts of $100,000 and in higher integral multiples of $100,000.

(ii)   Repayment of Swingline Loans . Each Swingline Loan borrowing that is a Floating Rate Loan shall be due and payable on the Facility Termination Date. Each Swingline Loan borrowing that is a LIBOR Market Index Rate Loan shall be due and payable on the earlier of (A) the Facility Termination Date and (B) fourteen days after the date such Swingline Loan is made. Swingline Loans that are LIBOR Market Index Rate Loans may not be refinanced with the proceeds of Swingline Loans that are LIBOR Market Index Rate Loans. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Loan borrowing, in which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Floating Rate Loans in the amount of such Swingline Loans; provided , however , that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (i) the Facility Termination Date, (ii) the occurrence of any Default under Section 7.6 or 7.7, (iii) upon acceleration of the Obligations hereunder, whether on account of a Default described in Section 7.6 or 7.7 or any other Default, (iv) the exercise of remedies in accordance with the provisions of Article 8 hereof and (v) with respect to any LIBOR Market Index Rate Loan, the fourteenth day after the making of such Loan to the extent such Loan is not repaid sooner (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as “ Mandatory Borrowing ”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (II) whether any conditions specified in Section 4.2 are then satisfied, (III) whether a Default or Unmatured Default then exists, (IV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (V) the date of such Mandatory Borrowing or (VI) any reduction in the Aggregate Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its Pro Rata Share (determined before giving effect to any termination of the Commitments pursuant to Article 8); provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

2.18.3   Interest on Swingline Loans . Swingline Loans shall at all times be Floating Rate Loans or LIBOR Market Index Rate Loans, as selected by the Borrower in accordance with Section 2.18.1. Swingline Loans shall bear interest as provided in Section 2.7.

2.19   Incremental Facility .

From time to time, prior to the Facility Termination Date and upon at least 30 days' prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Aggregate Commitment; provided that (a) no Default or Unmatured Default shall exist at the time of the request or the proposed increase in the Aggregate Commitment, (b) such increase must be in a minimum amount of $50,000,000 and in integral multiples of $5,000,000 above such amount, (c) the Aggregate Commitment shall not be increased to an amount greater than FIVE HUNDRED TWENTY-FIVE MILLION DOLLARS ($525,000,000) without the prior written consent of the Required Lenders, (d) no individual Lender's Commitment may be increased without such Lender's written consent, (e) the Borrower shall execute and deliver such Revolving Note(s) as are necessary and requested by the applicable Lenders to reflect the increase in the Aggregate Commitment, (f) Schedule 2 shall be amended to reflect the revised Commitments of the Lenders and (g) if any Revolving Loans are outstanding at the time of an increase in the Aggregate Commitment, the Borrower will prepay (provided that any such prepayment shall be subject to Section 3.4) one or more existing Revolving Loans in an amount necessary such that after giving effect to the increase in the Aggregate Commitment each Lender will hold its Pro Rata Share (based on its share of the revised Aggregate Commitment) of outstanding Revolving Loans.

Any such increase in the Aggregate Commitment shall apply, at the option of the Borrower, to (x) the Commitment of one or more existing Lenders; provided that any Lender whose Commitment is being increased must consent in writing thereto and/or (y) the creation of a new Commitment to one or more institutions that is not an existing Lender; provided that any such institution (A) must be approved by the Borrower and the Administrative Agent (such approval not to be unreasonably withheld) and (B) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower and the Administrative Agent.

3.1   Yield Protection . If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Swingline Lender or any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(i)   subjects any Lender, Swingline Lender, LC Issuer or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Swingline Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Swingline Loans, Facility LCs or participations therein, or

(ii)   imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Swingline Lender, LC Issuer or applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Loans), or

(iii)   imposes any other condition the result of which is to increase the cost to any Lender, Swingline Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar Loans, or making, funding, maintaining or participating in Swingline Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, Swingline Lender, LC Issuer or applicable Lending Installation in connection with its Eurodollar Loans, Swingline Loans or participations therein, Facility LCs or participations therein, or requires any Lender, Swingline Lender, LC Issuer or applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Swingline Loans or participations th